JOHN CARLOS I,

KING OF SPAIN

To all who present it and understand it.

Sabed: That the General Courts have approved and I come to sanction the following Law:

Article first.

Title II of the First Book of the Code of Commerce, which includes Articles 16 to 24, is worded as follows:

" OF THE MERCHANT RECORD

Article 16.

1. The Mercantile Register is intended to register:

First. Individual entrepreneurs.

Second. Commercial societies.

Third. Credit and insurance institutions, as well as mutual guarantee companies.

Fourth. Collective investment institutions and pension funds.

Fifth. Any person, natural or legal, where the law so provides.

Sixth. The acts and contracts established by the Law.

2. It shall also be for the Commercial Registry to legalize the books of the business owners, the deposit and the advertising of the accounting documents and any other functions attributed to them by the Laws.

Article 17.

1. The Commercial Registry will be brought under the Ministry of Justice's dependence on the personal sheet system.

2. The Commercial Registry shall be located in the capital of the province and in the populations where for service needs it is established in accordance with the legal provisions in force.

3. In Madrid, a Central Trade Register shall be established, of a purely informative nature, the structure and operation of which shall be governed by regulation.

4. The charge of the Commercial Registrar shall be provided in accordance with the provisions of the Regulation of the Commercial Registry.

Article 18.

1. The registration in the Commercial Registry shall be carried out by virtue of a public document. It may only be practiced by virtue of a private document in the cases expressly prevented in the Laws and in the Regulation of the Commercial Registry.

2. The Registrar shall qualify under his responsibility the legality of the extrinsic forms of the documents of any kind under whose virtue the registration is requested, as well as the capacity and legitimacy of those who grant or subscribe to them and the validity of their contents, resulting from them and from the seats of the Registry.

3. The seats in the Trade Register shall be communicated to the Central Register, in which the Bulletin shall be published. From this publication you will take reason in the corresponding Register.

Article 19.

1. Registration in the Trade Register will be a potential for individual entrepreneurs, with the exception of shipping.

The individual non-registered employer may not request the registration of any document in the Mercantile Register or take advantage of its legal effects.

2. In the other cases referred to in Article 16 (1), registration shall be compulsory. Unless otherwise provided for in law or regulation, registration shall be made within the month following the granting of the documents necessary for the practice of the seats.

3. The non-registered vessel will be liable for all its assets from the obligations incurred.

Article 20.

1. The content of the Register is presumed to be accurate and valid. The seats of the Registry are under the safeguard of the Courts and will produce their effects as long as the judicial declaration of their inaccuracy or nullity is not entered.

2. The registration does not validate the acts or contracts that are null according to the Laws. The declaration of inaccuracy or nullity shall not prejudice the rights of third parties in good faith, acquired in accordance with the law.

Article 21.

1. Acts subject to registration shall only be oponable to third parties in good faith since their publication in the Official Gazette of the Commercial Registry. The effects of the registration are safe.

2. In the case of operations carried out within 15 days of publication, the acts entered and published shall not be oponable to third parties who prove that they were unable to meet them.

3. In the event of a disagreement between the content of the publication and the content of the registration, third parties in good faith may invoke the publication if it is favourable to them.

Those who have caused the discordance will be obliged to compensate the injured party.

4. The good faith of the third party is presumed as long as it is not proved that he knew the act subject to registration and not registered, the act inscribed and not published or the discordance between the publication and the inscription.

Article 22.

1. The sheet opened for each individual employer shall include the particulars identifying the individual employer and his or her trade name and, where appropriate, the title of the establishment, the seat of the establishment and the branches, if any, the object of his undertaking, the date of commencement of the operations, the general powers to grant, the consent, the opposition and the revocation referred to in Articles 6 to 10; the matrimonial property rights and the final judgments in the field of invalidity; separation and divorce; the issuance of obligations or other negotiable securities grouped in emissions and other extremes to be established by the Laws or the Rules of Procedure.

2. In the open sheet to commercial companies and other entities referred to in Article 16, the constituent act and its amendments, the termination, dissolution, transformation, merger or division of the entity, the creation of branches, the appointment and termination of administrators, liquidators and auditors, the general powers, the issuance of obligations or other negotiable securities grouped in emissions and any other circumstances that determine the laws or the Regulation.

3. The branches shall also be opened in the Register of the province in which they are established, in the form and with the content and effects which they are determined to determine.

Article 23.

1. The Mercantile Register is public. The advertising shall be made effective by certification of the contents of the seats issued by the Registrar or by simple information note or copy of the seats and of the documents deposited in the Register. Certification shall be the only means of proving the content of the seats in the Register.

2. Both the certification and the simple information note may be obtained by correspondence, without exceeding the administrative cost.

3. The Central Register shall not issue certifications of the data in its file, except in relation to the reasons and designations of companies and other entities.

Article 24.

1. Individual entrepreneurs, companies and entities subject to compulsory registration shall record in all their documentation, correspondence, order notes and invoices, the address and the data identifiers of their registration in the Register Mercantile. Commercial companies and other entities shall also include their legal form and, where appropriate, the settlement situation in which they are located. If the capital is mentioned, reference must be made to the subscribed capital and the paid-up capital.

2. Failure to comply with these obligations shall be punished, after examination by the Ministry of Economic Affairs and Finance, with a hearing of the persons concerned and in accordance with the Law of Administrative Procedure with a fine of 50,000 to 500,000 pesetas. "

Article 2.

Title III of the First Book of the Code of Commerce, which includes articles 25 to 49, is worded as follows:

" OF THE ACCOUNTING OF ENTREPRENEURS

Section first. From the books of the entrepreneurs

Article 25.

1. Every employer must keep an orderly accounting, appropriate to the activity of his/her Company, which permits a chronological follow-up of all its operations, as well as the periodic compilation of balance sheets and inventories. It shall, without prejudice to the laws or special provisions, lead to a book of Inventory and Annual Accounts and another Journal.

2. The accounts shall be carried directly by the business owners or by other duly authorized persons, without prejudice to the liability of those persons. The authorisation shall be presumed, unless otherwise tested.

Article 26.

1. The commercial companies shall also bear a book or books of record, in which they shall at least contain all the agreements taken by the general and special meetings and the other collective bodies of the company, with the expression of the data relating to the convening and the establishment of the body, a summary of the matters discussed, the interventions of which the evidence has been requested, the arrangements adopted and the results of the votes.

2. Any partner and the persons who, if any, would have attended the General Meeting on behalf of the non-attending partners, may obtain at any time certification of the agreements and the minutes of the general meetings.

3. The administrators must present in the Mercantile Register within eight days of the approval of the notarial testimony of the agreements entered into.

Article 27.

1. Employers shall present the books which they must carry on the Trade Register of the place where they have their domicile, so that, before use, they shall be placed in the first sheet of each diligence for which they have the book and, in all the sheets of each book, the stamp of the Register. In the case of a change of domicile, the legalisation made by the Register of origin shall be of full value.

2. It shall be valid, however, for the performance of seats and annotations for any suitable procedure on sheets which shall then be binding in order to form the compulsory books, which shall be legalized before the shall be four months after the end of the financial year. As for the book of minutes, the provisions of the Regulation of the Commercial Register will be made.

3. The provisions of the preceding paragraphs shall apply to the book of nominative shares in public limited liability companies and to the book of shareholders in limited liability companies which may be taken by computer media, in accordance with what is being regulated.

4. Each Mercantile Register will carry a book of legalizations.

Article 28.

1. The Inventory and Annual Accounts book will open with the company's detailed initial balance sheet. Check balances shall be transcribed with sums and balances at least quarterly. The closing stock inventory and annual accounts shall also be transcribed.

2. The daily book will record every day the operations relating to the business of the company. It shall be valid, however, for the aggregate of the total of the transactions for periods not exceeding the month, provided that its details appear in other books or records in agreement with the nature of the activity of which it is treat.

Article 29.

1. All books and accounting documents must be carried, regardless of the procedure used, with clarity, in order of dates, without blanks, interpolations, attachments or scrapes. The errors or omissions suffered in the accounting records shall be saved immediately after the warning is given. Abbreviations or symbols whose meaning is not necessary in accordance with the law, regulation or commercial practice of general application may not be used.

2. The accounting records shall be made by expressing the values in pesetas.

Article 30.

1. Employers shall keep the books, correspondence, documentation and supporting documents relating to their business, duly ordered, for six years, from the last seat held in the books, except as provided for by provisions general or special.

2. The employer's termination in the course of his activities does not exempt him from the duty referred to in the preceding paragraph and if he has passed on his heirs. In the event of the dissolution of companies, their liquidators shall be obliged to comply with the provisions of that paragraph.

Article 31.

The probative value of the business books and other accounting documents will be appreciated by the Courts in accordance with the general rules of law.

Article 32.

1. The accounting of employers is secret, without prejudice to what is derived from the provisions of the Laws.

2. The communication or general recognition of the books, correspondence and other documents of the business owners may only be made, either on their own initiative or at the request of a party, in cases of universal succession, suspension of payments, bankruptcies, companies or business entities, employment regulation files, and where the employees ' legal representatives or partners are entitled to their direct examination.

3. In any event, outside the cases provided for in the preceding paragraph, the display of the books and documents of the business owners may be decreed at the request of a party or of an office, where the person to whom they belong has an interest or responsibility in the the subject of the exhibition. The recognition shall be limited exclusively to the points relating to the question in question.

Article 33.

1. The recognition referred to in the preceding article, whether general or particular, shall be made in the establishment of the employer, in his or her presence or in the person responsible for it, and the appropriate measures must be taken for proper conservation. and the custody of books and documents.

2. In any event, the person to whom the request is issued may be served as technical auxiliaries in the form and number deemed necessary by the Judge.

Section 2. Of the annual accounts

Article 34.

1. At the end of the financial year, the employer shall draw up the annual accounts of his undertaking, comprising the balance sheet, the profit and loss account and the memory. These documents form a unit.

2. The annual accounts must be clearly worded and show the true image of the assets, the financial situation and the results of the company, in accordance with the legal provisions.

3. Where the application of the legal provisions is not sufficient to show the true image, the additional information required to achieve this result shall be provided.

4. In exceptional cases, if the application of a legal provision in the field of accounting is incompatible with the true picture to be provided by the annual accounts, that provision shall not apply. In these cases, it should be noted that the lack of implementation, sufficiently motivating and explaining its influence on the company's assets, financial situation and results.

Article 35.

1. The balance sheet shall comprise, with due separation, the assets and rights that constitute the undertaking's assets and the liabilities that form the liability of the undertaking, specifying the own funds. The opening balance of an exercise should correspond to the balance sheet of the previous financial year.

2. The profit and loss account shall comprise, also with due separation, the revenue and expenditure of the financial year and, by differences, the result of the financial year. It shall distinguish the ordinary results of the holding from which they are not or from which they arise in exceptional circumstances.

3. The memory will complete, expand and comment on the information contained in the balance sheet and the profit and loss account. Where a legal provision is made, the memory shall include the financing table, in which the resources obtained in the exercise and its different origins shall be entered, as well as the application or use of the funds in fixed assets or in circulating.

4. In each of the balance sheet items and the profit and loss account and in the financing table, the figures for the financial year which are closed shall be shown in addition to the figures for the financial year immediately preceding the year. Where these figures are not comparable, the amount of the preceding financial year must be adjusted. In any event, the impossibility of comparison and the possible adaptation of the amounts must be indicated in the memory and duly commented.

5. In the balance sheet or in the profit and loss account, the items to which no amount is not appropriate shall not be included, unless they are in the preceding financial year.

6. Compensation shall be prohibited between items of assets and liabilities, or between items of expenditure and revenue.

7. In the absence of a specific legal provision, the balance sheet structure and profit and loss account structure shall be adjusted to the approved models.

Article 36.

The balance sheet structure and profit and loss account structure may not be modified from one financial year to another. However, in exceptional cases, this rule may not be applied, making it clear in memory with due justification.

Article 37.

1. Annual accounts shall be signed:

1. º By the entrepreneur himself, if it is an individual person.

2. º By all partners unlimitedly responsible for social debts, in the case of a collective or a community society.

3. º By all administrators, in the case of limited liability or limited liability.

2. In the cases referred to in numbers 2. and 3. of the preceding paragraph, if the signature of any of the persons indicated is missing, it shall be indicated in the documents in which it is missing, with the express mention of the cause.

3. The date on which the accounts were drawn shall be expressed in the day before signature.

Article 38.

1. The assessment of the components of the various items in the annual accounts shall be carried out in accordance with the generally accepted accounting principles. In particular, the following rules will be observed:

a) The company will be presumed to continue to operate.

b) The assessment criteria from one year to the next will not be varied.

c) The principle of valorative prudence will be followed. This principle, which in the event of a conflict shall prevail over any other, shall, in any event, require only the profits made on the date of its closure to be taken into account, taking into account all foreseeable risks and possible losses. with origin in the financial year or in the previous year, distinguishing those made or irreversible from the potential or reversible, even if they were only known between the closing date of the balance sheet and the date on which the balance sheet was drawn up, in which case it shall be fulfilled. information in the memory, and to take into account the depreciations, whether the exercise is saved with benefit as with loss.

(d) The financial year to which the annual accounts relate to the expenditure and the revenue affecting it shall be charged, irrespective of the date of their payment or recovery.

(e) The component elements of the various assets and liabilities items shall be separately valued.

(f) The elements of the fixed assets and the circulating assets shall be accounted for, without prejudice to the following Article, for the purchase price, or for the cost of production.

2. In exceptional cases, the non-application of these principles shall be admissible. In such cases, it should be noted that the lack of implementation, sufficiently motivating and explaining its influence on the company's assets, financial situation and results.

Article 39.

1. Fixed and fixed assets the use of which has a time limit shall be systematically amortised during the time of use. However, even if their use is not temporarily limited, where the depreciation of these goods is expected to be durable, the necessary corrections shall be made to give them the lower value corresponding to them in the the balance sheet date.

2. The necessary valuation corrections shall be made in order to attribute to the circulating elements the lower market value or any other lower value corresponding to them, under special circumstances, at the closing date. from the balance sheet.

3. The valuation corrections for the fixed assets and the working capital referred to in the preceding two subparagraphs shall be shown separately in the balance sheet by means of the relevant provisions, except where, as a result of such corrections irreversible, they constitute realized losses.

4. The value of the lower value, in application of the provisions of the preceding paragraphs, shall not be maintained if the reasons for the value adjustments have ceased to exist.

5. Exceptionally, tangible fixed assets and continuously renewed raw materials and consumables, the overall value of which is of secondary importance to the company, may be included in the asset for a fixed amount and value, if their Quantity, value and composition do not vary significantly. When this assumption is applied, the basis for this application will be pointed out in memory, as well as the amount it means.

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

Article 40.

1. Without prejudice to other laws requiring the annual accounts to be subject to the audit of a person having the statutory status of auditor of accounts, and of the provisions of Articles 32 and 33 of this Code, any employer shall required to audit the annual accounts of his/her company, when agreed by the competent court, including on the basis of voluntary jurisdiction, if he/she welcomes the established request of the person who has a legitimate interest.

2. In this case, the Court shall require the applicant to be appropriate in order to respond to the payment of the costs of the proceedings and the costs of the audit, which shall be the responsibility of the court where they are not essential in the annual accounts. reviewed, to which effect the auditor in the Court shall present a copy of the report made.

Article 41.

For the formulation, submission to the audit and publication of its annual accounts, limited liability companies, limited liability companies and shares shall be governed by their respective rules.

Section 3. Presentation of the accounts of the groups of companies

Article 42.

1. Any commercial company shall be required to formulate the annual accounts and consolidated management report in the form provided for in this Code and in the Law of Legal Regime of the Company, when, being a partner of another company, find in any of the following cases:

a) Poses most voting rights.

b) Have the power to appoint or remove the majority of the members of the administrative body.

(c) To provide, pursuant to agreements concluded with other partners, the majority of voting rights.

(d) The majority of the members of the administrative body, acting at the time when the consolidated accounts are to be drawn up and during the two financial years immediately, shall be appointed by the majority of the members of the administrative body. previous. This assumption will not lead to consolidation if the company whose directors have been appointed is linked to another in one of the cases provided for in the first two numbers of this article.

2. For the purposes of the preceding paragraph, the voting rights of the dominant company shall be added to the voting rights of the companies which are dominated by the company, as well as to other persons acting in their own name but on behalf of one of the those.

3. The obligation to make the annual accounts and the consolidated management report does not exempt the company's member companies from formulating their own annual accounts and the relevant management report, in accordance with their specific arrangements.

4. The dominant company must include in its consolidated accounts not only the companies directly dominated by it, but also the companies which are dominated by them, whatever the place of their registered office.

5. The general meeting of the dominant company shall appoint auditors to monitor the annual accounts and the management report of the group. The auditors shall verify the consistency of the management report with the consolidated annual accounts.

6. The consolidated accounts and the management report of the group shall be subject to the approval of the ordinary general meeting of the holding company at the same time as the annual accounts and the management report of the company. The shareholders of the companies belonging to the group may obtain from the dominant company the documents submitted for approval by the Board and the auditors ' report. The deposit of the consolidated accounts, the group management report and the report of the auditors in the Trade Register and the publication of the accounts shall be carried out in accordance with the provisions of the annual accounts of the anonymous companies.

7. The provisions of this Section shall apply to cases where any natural or legal person who has a dominant position or legal person makes and publishes consolidated accounts. These rules shall also apply, as far as possible, to the assumptions for the formulation and publication of consolidated accounts by any natural or legal person other than those referred to in paragraphs 1 and 2 of this Article.

Article 43.

1. By way of derogation from the foregoing Article, the companies in the abovementioned Article shall not be required to carry out the consolidation unless one of them has issued securities admitted to trading on a stock market, if any of the following conditions are met: following circumstances:

1. When on the date of the closing of the exercise of the dominant company the whole of the companies does not exceed, in its last annual accounts, two of the limits mentioned in the Law of Legal Regime of the Societies Anonymous for short profit and loss account formulation.

2. When the dominant company under Spanish law is at the same time dependent on another company governed by the law of another Member State of the European Economic Community, if the latter company holds the The majority of the social interests of the latter, or if they hold 90 per 100 or more of them, the minority partners approve such a waiver. In any case, the following requirements shall be met:

(a) That the company exempt from formalizing the consolidation, as well as all its subsidiaries, is consolidated in the accounts of a larger group, the dominant company of which is subject to the legislation of another Member State of the Community European Economic.

b) That the Spanish company exempt from formalizing the consolidation indicates in its accounts the mention of being exempt from the obligation to establish the consolidated accounts, the group to which it belongs, the social reason and the domicile of the foreign dominant company.

c) That the consolidated accounts of the foreign dominant company, as well as the management report and the certificate of the auditors are deposited, translated into Spanish, in the Mercantile Register where the company has its registered office, Spanish company.

2. The dominant company may exclude from consolidated accounts:

(a) To the company of the group that is of little significant interest with respect to the true image to be expressed by the consolidated accounts. As a number of the companies in the group in these circumstances, they may not be excluded from the consolidation rather than if they are of little significant interest as a whole in relation to the purpose expressed.

(b) Those companies in the group in respect of which there are significant and permanent restrictions that substantially hinder the exercise by the dominant company of its rights to the assets or the management of such assets. companies.

(c) Those where the information necessary to establish consolidated accounts can be obtained only by incurring expenditure; disproportionate or by a delay which makes it impossible to form such accounts within the time limit legal set.

(d) Those whose holdings are held exclusively for the purpose of their subsequent disposal.

e) Those with such different activities as their inclusion would be contrary to obtaining the purpose of the consolidated accounts. This paragraph shall not apply solely on the grounds that the companies included in the consolidation are partially industrial, partly commercial and partly engaged in the provision of services or that they carry out industrial activities. or commercial or perform different service capabilities.

Article 44.

1. The consolidated annual accounts shall comprise the balance sheet, the profit and loss account and the consolidated memory. These documents form a unit. Consolidated annual accounts shall be joined by the consolidated management report.

2. Consolidated annual accounts shall be established clearly and in accordance with the rules of this Code.

3. The consolidated annual accounts shall reflect the fair share of the assets, the financial situation and the results of the aggregate constituted by the companies included in the consolidation. Where the application of the provisions of this Code is not sufficient to give the true image, in the sense indicated above, the necessary additional information shall be provided to achieve this result.

In exceptional cases, if the application of a provision contained in the following articles is incompatible with the true image that must be offered by consolidated accounts, such a provision shall not apply. In such cases, it should be noted that the lack of implementation, the sufficient motivation and the explanation of its influence on the assets, the financial situation and the results of the group should be explained.

4. The consolidated annual accounts shall be established on the same date as the annual accounts of the dominant company. If the date of closure of the financial year of a company included in the consolidation is more than three months prior to the date corresponding to the consolidated accounts, its inclusion in the consolidated accounts shall be effected by means of intermediate accounts referring to the date on which the consolidated accounts are the consolidated ones are established.

5. Where the composition of the undertakings included in the consolidation has varied considerably in the course of an exercise, the consolidated financial statements must include the information necessary for the comparison of successive Consolidated financial statements are realistic. Where a change is important, compliance with this obligation shall be effected by the preparation of an adjusted initial situation balance sheet and an adjusted state of profit and loss.

6. Where the application of a given method to the annual accounts of one or more companies which are to be consolidated does not permit the true picture of the consolidation as a whole, the most appropriate method shall be applied to those companies. In this case, the reasons for the decision, indicating the companies concerned and the impact of the application of the method chosen on the assets, the financial situation and the results of the whole, shall be expressed in the memory. of the companies included in the consolidation.

7. Consolidated accounts shall be made by expressing the values in pesetas.

8. The consolidated accounts and management report shall be signed by all the administrators of the dominant company, which shall respond to the accuracy of the accounts.

Article 45.

1. The structure of the consolidated accounts shall be governed by the provisions of the Law on the Legal Regime of Companies, without prejudice to the application of the specific provisions and the necessary adaptations to be made. taking into account the characteristics of these accounts or of the persons or entities referred to in Article 42.7.

2. The consolidated balance sheet shall comprise in full the assets and liabilities of the companies included in the consolidation. It shall also indicate separately the share of the shareholders or partners outside the group, which shall be included in a specific item with appropriate denomination.

3. The consolidated profit and loss account shall comprise, also with due separation. The revenue and expenditure of the said joint for the financial year and, by contrast, the result of the exercise, where appropriate, of the share of the shareholders or members outside the group, which shall be included in an item specifies with appropriate naming.

Article 46.

Consolidation of annual accounts will be done by applying the following rules:

1. The accounting values of the shares in the capital of the dependent companies which the parent company holds, directly or indirectly, shall be compensated by the proportion of the shares in which those securities represent in relationship to the capital and reserves of those dependent companies. This compensation shall be made on the basis of the accounting values that exist on the date on which the dependent company is first included in the consolidation.

2. The difference that may arise as a result of the compensation indicated shall be directly imputed, as far as possible, to consolidated balance sheet items which have a value of more than or less than their value accounting. This allocation to the consolidated balance sheet items shall be amortised with the same criteria as those applied to them.

3. The difference which subsidizes after the imputation indicated shall be entered in the consolidated balance sheet in a special item, with an appropriate name, which shall be commented out in the memory, as well as any changes made to it. suffered with respect to the previous exercise if important.

If the difference corresponding to this special item is positive, it shall be amortised as established for the goodwill in Article 106 (a) in the Law on the Legal Regime of the Company.

If the difference is negative, you can only take the consolidated profit and loss account in the following cases:

(a) Where it is based, with reference to the date of acquisition of the relevant share, in the unfavourable development of the results of the company concerned or in the reasonable forecast of expenditure corresponding to the same and to the extent that such forecast is made.

b) When it corresponds to a realized surplus value.

4. The participation that the parent company has in the capital of the parent company or the dependent company shall be maintained in the consolidated balance sheet in an appropriate denomination.

5. The assets and liabilities of the dependent company shall be incorporated into the consolidated balance sheet with the same valuations as in the balance sheet of that company, except where the rule 2 is applicable.

6. The assets and liabilities items included in the consolidation should be valued according to uniform methods and in accordance with the rules of Section 5 of Chapter VII of the Law on the Legal Regime of the Public Limited Companies. The company that formulates the consolidated accounts must apply the same valuation methods as those applied to its own annual accounts. If any element of the asset and of the liability included in the consolidation has been valued by some of the companies forming part of it, according to non-uniform methods applied in the consolidation, such an element must be valued again in accordance with the method, except that the result of the new valuation offers little relevant interest for the purpose of achieving the group's true image. In exceptional cases derogations from this principle are allowed to be collected and justified in memory.

7. The income and expenses of the profit and loss account of the dependent company shall be incorporated into the consolidated profit and loss account, except in cases where those are to be disposed of as intended in the following rule.

8. It is generally necessary to eliminate debits and credits between companies included in the consolidation, revenue and expenditure relating to transactions between those companies and the results generated as a result of such transactions. Without prejudice to the eliminations indicated, the adjustments resulting from the transfer of results between companies included in the consolidation shall be the subject of the adjustments.

Article 47.

1. Where a company included in the consolidation jointly manages with one or more companies other than the group other company, the company may be included in the consolidated accounts in proportion to the percentage of its share capital held by the company included in the consolidation.

2. In order to carry out this proportional consolidation, the rules laid down in the previous Article shall be taken into account as far as possible.

However, the elimination of the reciprocal credits and debits of the results generated by these transactions will be limited to the amounts resulting from the total amounts of the same percentage to the which represents the holding, directly or indirectly, of the dominant company in the social capital of the joint-dominated company.

3. Where a company included in the consolidation exercises a significant influence on the management of another company not included in the consolidation, but with which it is associated with having a stake in it in the sense indicated in the Law on The legal status of the Company, such participation shall be included in the consolidated balance sheet as an independent item and under an appropriate heading.

4. For the purposes of the preceding paragraph, the following rules shall be taken into account:

(a) The accounting value of the holding referred to in paragraph 3 of this Article shall be calculated in accordance with the valuation rules of Section 5 of Chapter VII of the Law on the Legal Regime of Societies Anonymous. This value and the amount corresponding to the percentage of capital and reserves representing such participation shall be offset and the difference resulting shall be shown separately in the consolidated balance sheet or in the memory. This compensation shall be made on the basis of the accounting values existing on the date on which the method is applied for the first time.

(b) The difference which may be produced as a result of the compensation indicated shall be applicable to the rules of Article 46.

(c) Variations experienced in the net worth of the associated company in the course of the financial year shall increase or decrease, as the case may be, the accounting value of such participation, as appropriate.

(d) The results generated by transactions between the associated company and the other included in the consolidated accounts shall be eliminated in the resulting party.

e) The results obtained in the year by the associated company, after the elimination referred to in the previous rule, shall increase or reduce, as the case may be, the accounting value of the balance sheet holding consolidated. The indicated increase or reduction shall be limited to the part of the results attributable to the said participation. That party shall be included in the consolidated profit and loss account with appropriate denomination.

(f) The profits distributed by the company associated with the other included in the consolidated accounts shall reduce the accounting value of the participation in the consolidated balance sheet.

5. The application of the provisions of this Article may be waived where the shares in the capital of the associated company do not have a significant interest in the fair image to be expressed by the consolidated accounts.

Article 48.

In addition to the particulars prescribed by other provisions of this Code and by the Law on the Legal Regime of Companies, the consolidated memory must include at least the following indications:

1. The criteria for securities applied to the different items of consolidated accounts, as well as the calculation methods used in value adjustments. For the items contained in the consolidated accounts which, at present or at their origin, would have been expressed in foreign currency, the procedure used to calculate the exchange rate shall be indicated to pesetas.

2. The name and address of the companies included in the consolidation; the participation of the companies included in the consolidation or the persons acting in their own name but on behalf of them in the capital of other companies included in the consolidation other than the dominant company, as well as the assumption of Article 42 on which consolidation has been based.

Those same terms shall be given with reference to the companies remaining outside the consolidation pursuant to the provisions of paragraph 2 of Article 43, indicating the reasons for the exclusion.

3. The name and address of the companies associated with a company included in the consolidation pursuant to paragraphs 3 to 5 of Article 47, indicating the fraction of its capital held by the companies. companies included in the consolidation or by a person acting on their own behalf, but on behalf of them. Those same indications shall be provided in relation to the associated companies referred to in Article 47 (5), stating the reason why the provisions of that paragraph have been applied.

4. The name and address of the companies which have been the subject of a proportional consolidation pursuant to Article 47 (1) and (2), the elements on which the joint address is based, and the fraction of the its capital held by the companies included in the consolidation or a person acting on its own behalf, but on behalf of them.

5. The name and address of other companies, not included in the preceding paragraphs, in which the companies included in the consolidation and those that have been left out in accordance with paragraph 2 (e) of Article 43, directly or by a person acting on his own behalf, but on behalf of a person not less than 5 per 100 of his capital. Participation in the capital shall be indicated, as shall the amount of own capital and the amount of the result of the last financial year of the company whose accounts have been approved. Such information may be omitted where they are only of negligible interest in respect of the true image to be expressed by the consolidated accounts. The indication of own capital and the result may also be omitted where the company concerned does not publish its balance sheet and at least 50 per 100 of its capital is held directly or indirectly by the companies mentioned above.

6. The overall amount of the debts included in the consolidated balance sheet for which the residual duration is more than five years, and the amount of the debts included in the consolidated balance sheet, which have real guarantees given by companies included in the consolidation, with an indication of their nature and form.

7. The overall amount of guarantees committed with third parties, without prejudice to their recognition within the liability of the balance sheet where it is foreseeable that the actual fulfilment of an obligation is derived from an obligation or when its indication is useful for the assessment of the financial situation of the group. Existing pension commitments, as well as existing commitments in relation to group companies not included in the consolidation, should be specifically mentioned.

8. The distribution of the net amount of the consolidated business figure, defined in accordance with the Law on the Legal Regime of the Company, by categories of activities, as well as by markets (a) in so far as, from the point of view of the organisation of the sale of products and the provision of services corresponding to the ordinary activities of the group of companies included in the consolidation, the geographical scope of the markets differ from each other in a meaningful way.

9. The average number of persons employed in the course of the year by the companies included in the consolidation, distributed by category, as well as, if not separately mentioned in the loss account and earnings, the personnel costs related to the financial year.

The average number of persons employed in the course of the financial year shall be separately indicated by the companies to which the provisions of paragraphs 1 and 2 of Article 47 apply.

10. The difference that could be made between the calculation of the consolidated accounting result for the financial year and the difference which would result from having made an assessment of the items with tax criteria, because they did not coincide with the accounting principles of mandatory application. Where such an assessment has a substantial influence on the future tax burden of the group of companies included in the consolidation, indications shall be given.

11. The difference between the tax burden attributed to the consolidated profit and loss accounts for the financial year and previous years and the tax burden already paid or to be paid in accordance with those financial years, in the the extent to which this difference is of a certain interest in relation to the future tax burden. This amount may also be included in the balance sheet, in a separate item, with the corresponding title.

12. The amount of the salaries, allowances and remuneration of any class accrued in the course of the year by the members of the management board in the companies included in the consolidation, whichever is the (a) cause, as well as the obligations incurred in the field of pensions or the payment of life insurance premiums in respect of the former and current members of the administrative bodies. This information shall be given in a comprehensive manner by way of remuneration.

13. The amount of advances and credits granted to members of the management bodies of the dominant company, by that or by a company dominated, with an indication of the interest rate, its essential characteristics and any amounts returned, as well as the obligations assumed on behalf of them as a guarantee of any kind. The advances and credits granted to the directors of the company that are dominant by the companies outside the group referred to in Article 47 (1) and (3) shall also be indicated. This information will be given on a global basis for each category.

Article 49.

1. The consolidated management report shall contain the fair exposure of the business developments and the situation of the whole of the companies included in the consolidation.

2. You must also include information about:

(a) Important events occurring after the date of the closing of the financial year of the companies included in the consolidation.

(b) The foreseeable development of the whole set up by those companies.

c) The activities of the joint research and development field.

(d) the number and the nominal value or, in the absence thereof, the book value of the joint stock or shares of the dominant company held by it, by subsidiary companies or by a third person acting in its own name, but, on behalf of them. "

Third item.

Article 93 of the Trade Code is worded as follows:

" Article 93.

The collegiate agents will have the character of Notaries as regards the hiring of public effects, industrial and commercial values, merchandise and other acts of commerce included in their trade, in the respective.

They shall carry a record-book in accordance with what is determined in Article 27, settling in him by his order, separately and on a daily basis, all the operations in which they have intervened, and may, in addition, carry other books with the same Solemnities.

The books and policies of the collegiate agents will make faith in judgment. "

Article 4.

Chapter IV of the Law of 17 July 1951 on the Legal Regime of Limited Societies shall become Chapter V. Chapters I, II, III, IV, and VI of the same law shall be worded as follows:

" CHAPTER I

General provisions

Article 1.

n the limited 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.

Article 2.

1. The name of the company must necessarily include the name "Sociedad Anonima" 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.

Article 3.

The public limited company, whatever its object, shall have a commercial character, and, as soon as it is not governed by its specific application, it shall be subject to the provisions of this Law.

Article 4.

Social capital may not be less than ten million pesetas and will be expressed precisely in this currency.

Article 5.

1. They shall be Spanish and shall be governed by this Law, all public limited companies having their domicile in Spanish territory, whichever place they were constituted.

2. An anonymous company whose principal establishment or operation within its territory must have its registered office in Spain.

Article 6.

1. The company shall establish its registered office within the Spanish territory at the place where the centre of its effective administration and management is situated or where its principal establishment or operation is situated.

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 society

Section 1: From the constitution of society

Article 7.

1. The company shall be constituted by public deed which must be entered in the Commercial Register. With the registration, the company will acquire its legal personality.

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

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 payment of the taxes corresponding to the act is requested or practised.

3. The registration of the company shall be published in the Official Gazette of the Trade Register, in which the data relating to its articles of incorporation shall be entered which shall be determined.

Article 8.

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

1. º 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, the nationality and the domicile.

2. º The will of the grants to found an anonymous society.

3. The cash, goods or rights that each partner contributes or is required to contribute, indicating the title in which it does so and the number of shares received in payment.

4. º The total amount, at least approximate, of the expenses of the constitution, both of the already satisfied and of the merely previewed until the one is constituted.

5. The statutes to govern the functioning of society, in which it will be stated:

a) The name of society.

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) The share capital, expressing, where applicable, the portion of its undisbursed value, as well as the form and the maximum period in which the passive dividends are to be satisfied.

g) The number of shares in which the share capital is divided; 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; the amount actually paid out; and whether they are represented by securities or by means of annotations on 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 administration of the company is entrusted, determining the administrators to whom the power of representation is conferred, and its system of action, in accordance with the provisions of the This Law and the Regulation of the Commercial Registry. 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 the agreements of the collective organs of 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) The system of ancillary services, if it is established, expressly mentioning its content, its free or paid character, the actions which have the obligation to carry them out, as well as any criminal clauses inherent in their non-compliance.

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

6. º The names, names and age of persons who are initially charged with 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.

7. Furthermore, all the covenants and conditions which the founding members judge should be established should be included in the deed, provided that they do not object to the Laws or contradict the principles of the company anonymous.

Article 9.

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 made on the basis of balance sheet, 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.

Article 10.

No company may constitute a company that does not have its subscribed capital fully and disbursed in a quarter, at least, the nominal value of each of its shares.

Article 11.

Society can be founded in a single act by agreement among the founders, or in succession, by public subscription of the shares.

Second Section: From the Concurrent Foundation

Article 12.

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 bodies or entities of which they are dependent, are exempted from the provisions of the previous paragraph.

Article 13.

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. By means of the acts and contracts indispensable for the registration of the company, by those made by the administrators within the powers conferred on them by the contract for the phase preceding the registration and by those stipulated in virtue of Specific terms of reference for persons to that end designated by all the partners shall be responsible for 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 obliged by those acts which it accepts within three months of its registration. In both cases, the liability of members, administrators and representatives referred to in the preceding paragraphs shall cease, in the case of the value of the social assets, together with the amount of the expenditure required for the the registration of the company, be lower than the capital city, the partners will be obliged to cover the difference.

Article 14.

Verified the will not to register the company and, in any case, after one year from the granting of the writing without having been requested its registration, any partner will be able to urge the dissolution of the society in (i) training and requiring, after the common heritage is settled, the return of their contributions. In such circumstances, if the company has initiated or continues its operations, the rules of the collective society or, where appropriate, those of civil society shall apply. The third paragraph of the foregoing Article shall not apply to the subsequent registration of the company.

Article 15.

1. The founders will respond in solidarity to society, shareholders and third parties, to the reality of social contributions, to the valuation of non-cash, to the proper investment of funds for the payment of expenses. constitution, the omission of any mention of the writing of the constitution required by the law and the inaccuracy of the statements made in that law.

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

Article 16.

The founders and directors of the company must 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 be jointly and severally liable for any failure to comply with this obligation. They will have the necessary powers to make the presentation of the writing of constitution in the Commercial Registry and, where appropriate, in the of the Property, as well as to request or participate the settlement and to make the payment of the taxes and expenses corresponding.

Article 17.

Until the registration of the company 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.

Section Three: From the Succession Foundation

Article 18.

Whenever prior to the granting of the deed of incorporation of the company, 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.

Article 19.

In the foundation for public subscription, the promoters will communicate to the National Securities Market Commission the draft issuance and draft the foundation program, with the necessary indications 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, must govern society.

(c) The period and conditions for the subscription of the shares and, where applicable, the credit institution or 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) In the case of non-cash contributions, in one or several 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 names of the contributors. In any event, the place in which an explanatory memorandum and a technical report on the assessment required in accordance with Article 32 (b) shall be available to the subscribers shall be expressly mentioned.

e) The Mercantile Register in which the deposit of the foundation program and the information booklet 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 or amount of the capital, or the possibility of constituting the company by the total subscribed value, is is greater than or less than the one announced in the foundation program.

The foundation program will end with an excerpt that will summarize its content.

Article 20.

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 programme to which they will accompany a technical report on the feasibility of the the projected company and the 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 subscribed, after a notarial legitimization of the signatures, by all the promoters. 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, the fact of the deposit of the indicated documents will be made public as well as 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. The offices of the Securities Market Commission and the Trade Register in which the deposit of the foundation programme and the information leaflet, as well as the institutions of the European Parliament, shall be mentioned in any publicity of the proposed company. credit referred to in point (c) of the previous Article, which shall be made available to the public wishing to subscribe printed copies of the information leaflet.

Article 21.

1. The subscription of shares, which may not change the terms of the foundation programme and the information leaflet, must be made within the time limit laid down in it, or the extension thereof, if the bubière, after disbursement of 25 per 100, at least, the nominal amount of each of them, to be deposited in the name of the company in the institution or credit institutions that are designated for that purpose. Non-cash contributions, if any, shall be made in the form provided for in the foundation programme.

2. The contributions will be unavailable until the company is registered in the Commercial Registry, except for the expenses of notary, registry and prosecutors that are essential for the registration. The promoters, within one month, counted 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 corresponds, its class and series, there are several, and their nominal value, as well as the credit institution or entities where the total of the disbursements received from the subscribers is deposited in the company's name. To this end, they shall provide the authorising fedatary with supporting evidence of such extremes.

Article 22.

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, at least, necessarily contain:

(a) The name of the future company and the reference to the National Securities Market Commission and the Mercantile Registry where the foundation program and the information booklet are deposited, as well as the indication of the Official Gazette of the Trade Register in which the extract is published.

(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 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, where appropriate, the subscriptions are verified and the amounts mentioned in the subscription bulletin 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 authorised by them to accept the subscriptions.

Article 23.

1. Within the maximum period of six months from the 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 other. of the subscribers of the shares to attend the constituent meeting, which will deliberate in particular on the following ends:

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

b) Approval of 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 persons entrusted with the administration of the company.

f) Designation of the person or persons to grant the foundational writing 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.

Article 24.

1. The board shall be chaired by the sponsor who appears as the first signatory of the foundation programme and, in his absence by the other promoters. The subscriber will act as the subscriber chosen by the attendees.

2. In order for the board to be validly constituted, a number of subscribers representing at least half of the subscribed capital must be present to it, in its own or foreign name. Before entering the agenda, the list of subscribers present, in the form provided for in this Law, shall be drawn up; the representation to attend and vote shall be governed by that established.

3. Each subscriber shall be entitled to the votes corresponding to him in accordance with his contribution. The agreements shall be made by an integrated majority, at least, by a quarter of the concurrent subscribers to the meeting, representing at least a quarter of the subscribed capital. However, if special rights are to be reserved for the promoters, or if there are non-cash contributions, the parties concerned may not vote in the agreements to be approved. In the latter two cases, the majority of the remaining votes shall be sufficient for the adoption of agreements.

Article 25.

To modify the content of the foundation program, the unanimous vote of all concurrent subscribers will be required.

Article 26.

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 authorized by the subscriber who carries out the duties of the Secretary, with the approval of the president.

Article 27.

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

Article 28.

1. The public deed of successive foundation shall be, in any case, filed for registration in the Commercial Registry of the domicile of the company within two months of its granting.

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 the respective taxes and expenses.

Article 29.

If there is a delay in the granting of the deed of incorporation or in its presentation to the Register of Companies, the persons referred to in Article 28 shall be jointly and severally liable for damages. caused.

Article 30

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

2. Once constituted, 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 required.

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

Article 30.a)

Promoters will respond in solidarity to society and to third parties:

a) The reality and accuracy of the subscription lists to be submitted to the constituent board.

(b) From the initial disbursements required in the foundation program and its appropriate investment.

c) The veracity of the statements contained in the said foundation program and the information booklet, and

d) From reality and the effective delivery to the society of non-cash contributions.

Article 30.b)

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 society

Article 31.

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

1. The result of the illegal social object or public order.

2. By not expressing in the articles of incorporation or in the social statutes the name of the company, the contributions of the members, the amount of the capital, the social object or, finally, for not respecting the disbursement minimum of the legally intended capital.

3. For the inability of all founding partners.

4. For not having attended in the constitutive act the effective will of, at least, two founding members, in the case of plurality of these.

2. Outside the cases referred to in the preceding paragraph, the non-existence or nullity of the company may not be declared.

Article 31.a)

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's liabilities towards the company, subject to the rules of the liquidation procedure.

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 1: Contributions and onerous acquisitions

Article 32.

1. Only assets or property rights which are subject to economic valuation may be contributed. In no case may the work or services be the subject of a contribution. However, in the case of the social statutes, all or some shareholders may be required to provide ancillary services other than capital contributions, without being able to integrate the capital of the company.

2. Any contribution is understood as a property, unless expressly stated otherwise.

Article 32.a)

Dinerary contributions should be established in national currency. If the contribution is in foreign currency, the equivalence in pesetas shall be determined in accordance with the Law.

Article 32.b)

1. Non-cash contributions, irrespective of 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 law. The experts ' report shall contain the description of each of the non-cash contributions, with their registration data, if any, as well as the valuation criteria adopted, indicating whether the securities to which they conduct correspond the number and nominal value and, where applicable, the premium for the issue of the shares to be issued as a counterpart. The report shall be incorporated as an annex to the articles of incorporation of the company or to the execution of the increase in social capital, with an authenticated copy being deposited in the Commercial Registry when the writing is filed.

2. 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.

3. 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.

4. If an undertaking or establishment is provided, the contribution shall be made to the consolidation of the whole, if the vice or eviction concerned the whole or any of the essential elements for its normal operation. The individual consolidation of those elements of the undertaking provided that are of importance for their value must also be carried out.

Article 32.c)

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 institution, or to measure their delivery so that the It is in the name of it. This circumstance shall be expressed in the scriptures of constitution and capital increase, 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 also be expressed, and if the future disbursements will 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 from the date of the formation of the company. The completion of the formalities provided for in Articles 32, 32, (a), 32, (b) and in this Article shall also be mentioned.

Article 32.d)

1. The acquisition of goods for consideration by the company within the first two years of its formation shall be approved by the general meeting, provided that the amount of the goods exceeds one tenth of the total of social capital. A report drawn up by the administrators and another by one or more experts appointed in accordance with the procedure laid down in Article 32 shall be made available to the shareholders with the convening of the meeting. b).

2. The provisions of the preceding paragraph shall not apply to acquisitions included in the ordinary operations of the company, nor to those which are to be verified on stock exchange or at public auction.

Section Two: Of Liabilities Dividends

Article 33.

The shareholder shall provide the company with the portion of capital not paid in the form and within the time limit provided for by the statutes or, failing that, by agreement or decision of the directors. In the latter case, the form and time limit for payment shall be announced in the Official Gazette of the Register.

Article 33.a)

1. The shareholder is in arrears after the deadline set by the social statutes for the payment of the portion of undisbursed capital or the one agreed or decided by the directors of the company, as established in the article previous.

2. 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 its shares shall be deducted from the share capital for the calculation of the quorum. 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 taxable dividends has been paid together with the interest due, the shareholder may claim the payment of the unprescribed dividends, but he may not claim the preferential subscription if the period for his financial year has already expired. elapsed.

3. The company may, depending on the circumstances and the nature of the contribution not made:

(a) To claim compliance with the obligation to pay, with the payment of the legal interest and the damages caused by the late payment.

b) Enajar the shares for account and risk of the delinquent partner.

4. Where the shares are sold, the disposal shall be verified by means of a member of the Stock Exchange, if the shares 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, and the amounts already received by the company will be in the interest of the company.

Article 33.b)

1. The acquirer of unreleased action is in solidarity with all the transmitters who precede it, and at the discretion of the directors of the company, of the payment of the undisbursed part.

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

3. 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.

CHAPTER IV

Of The Actions

Section 1: Of the action and the rights of the shareholder

Article 34.

1. The shares represent the aliquot parts of the share capital. The creation of actions that do not respond to an effective heritage contribution to society will be null.

2. Shares may not be issued for a figure lower than their nominal value.

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

Article 34.a)

1. The action confers on its rightful owner the status of a partner and attributes to it the rights recognized in this Law and in 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 general meetings and to contest social agreements.

d) The information.

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

Article 35.

Actions can grant different rights, constituting the same class as those that have the same rights content. Where several series of actions are within a class, all of which are integrated into a series must be equal in nominal value.

Article 36.

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.

Article 37.

1. The statutes may set out in general the maximum number of votes which may be issued by a single shareholder or companies belonging to the same group. They may also 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 number required to be greater than one per thousand of the capital social.

2. For the exercise of the right to attend meetings and the right to vote, the grouping of shares shall be lawful.

Section 2: Of the documentation and transmission of the actions

Article 38.

1. The shares may be represented by means of securities or by means of annotations taken into account. In one case they shall have the consideration of transferable securities.

2. 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 so require.

3. The shares represented by means of account entries shall be governed by the provisions of the securities market regulatory framework. This mode of representation of the shares may also be taken in the cases of mandatory nominativity provided for in the preceding paragraph. In that case, where the shares have not been fully disbursed, or where ancillary services are provided, such circumstances shall be reported in the entry into account.

Article 38.a)

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

2. The titles, whatever their class, shall be numbered, shall be extended in books, may incorporate one or more shares in the same series 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 tax identification number.

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.

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 that can be done through the 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.

h) In the case of silent actions, this circumstance will be highlighted prominently in the title representative of the action.

3. Once printed and delivered the titles, the exhibition of the same or, where appropriate, 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 shall only be accurate to obtain the corresponding registration in the book recorded in the following article.

4. The provisions of this Article shall be observed, as soon as they are applicable, for the provisional securities of the shares. Such guards shall necessarily be the nominative form.

Article 38.b)

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

2. The company shall only repudiate a shareholder who 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 persons concerned of its intention to proceed in that regard 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.

6. The above provisions shall also be observed in relation to provisional safeguards.

Article 38.c)

1. As long as the securities have not been printed and delivered, the transfer of shares shall be carried out in accordance with the rules on the transfer of credit and other rights. In the case of nominative actions, the administrators, once the transmission is accredited, will immediately register it in the book of nominative actions.

2. Once the shares have been printed and delivered, the transfer of the shares to the bearer shall be subject to the provisions of Article 545 of the Trade Code. The registered shares 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 Exchange and Cheque Act. The transmission shall be accredited in front of the company 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.

Article 39.

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 actual rights may be established by means of endorsements, accompanied, as the case may be, by the term "value in guarantee" or "value in usufruct" or any other equivalent. The registration in the book of nominative actions shall take place in accordance with the provisions of the transmission in the previous article. In the event that the shares on which his right is vested have not been printed and delivered, the creditor and the owner shall have the right to obtain from the company a certificate of the registration of his right in the book of nominative actions.

Article 39.a)

1. Where 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. Mercantil 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, the issue of which will also be announced in the Official Gazette of the Commercial Register and in 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 given or to their heirs, on the grounds of their right. If that cannot be found or if the securities are the bearer, they shall be deposited on behalf of the person 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 negotiation on the stock market, or with the intervention of the Chartered or Notary Trade Corridor, if they are not the liquid amount of the sale of the securities will be deposited at the disposal of the interested parties in the Banco de España or in the Caja general of deposits.

4. The modification of the characteristics of the shares represented by means of account entries shall be made public, once it has been formalised in accordance with the provisions of this Law and in the regulatory rules 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.

Article 39.b)

1. Only restrictions on the free transmissibility of shares when they fall on nominative shares and are expressly imposed by the statutes shall be valid in respect of the company. practically untransmittable the action.

2. The transmissibility of the shares may only be conditional upon the company's prior authorization when the statutes mention the reasons for refusing it. Unless otherwise prescribed by the statutes, the authorisation shall be granted or refused by the company's administrators.

3. The statutory restrictions on the transmissibility of the shares shall only apply to the acquisition by reason of death when expressly laid down in the statutes. In this case, in order to reject the registration of the transfer in the book 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 that the registration was requested, in accordance with the provisions of Article 42.a). The same scheme shall apply where the acquisition of the shares has occurred as a result of a judicial or administrative proceeding. The auditor who, at the request of any interested party, name the Trade Registrar of the company, shall be deemed to be the actual value to be determined by the company's auditor of accounts and, if the auditor is not required to verify the annual accounts. Registered office

4. 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.

Article 39.c)

The transmissibility of shares whose ownership bears the obligation to perform ancillary services shall be subject to the authorisation of the company in the form set out in the previous article, except the contrary provision of the statutes.

Section Three: From co-ownership and real rights to actions

Article 40.

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 obligations arising out of the shareholder's condition. The same rule applies to the other claims of co-ownership of rights over shares.

Article 40.a)

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 exercise of the other rights of the partner, unless otherwise provided in the statutes, corresponds to the owner's 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, he shall determine the title constitutive of the usufruct; in his absence, the provisions of this Law, and, in addition, the Civil Code.

3. After the usufruct, the usufruct will be able to demand from the owner knot the increase of value experienced by the usufructuadas actions corresponding to the own benefits of the exploitation of the society integrated during the usufruct express reservations that appear on the balance sheet of the company, whatever the nature or denomination of the company.

4. Dissolved the company during the usufruct, the usufructuario will be able to demand from the owner knot a part of the quota of liquidation equivalent to the increase of value of the usufructuadas actions previewed in the previous section. The usufruct shall be extended to the remainder of the settlement fee.

5. 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 either of them and at the expense of the two, by the auditors of the company, and if the latter is not required for accounting verification by the auditor of accounts designated by the Commercial Registry of the company's domicile.

Article 40.b)

1. Where the usufruct recayes on shares not fully released, the owner knot shall be the obligor in front of 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 legal interest of the amount invested.

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

Article 40.c)

1. In the case of an increase in the capital of the company, if the owner-knot has not exercised or has granted the right to a preferential subscription ten days before the expiry of the period laid down for its financial year, the user shall be entitled to the right of subscription. to proceed with 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 owner's knot or by the user, the usufruct will 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 for 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 extended from the profits or reserves constituted during the usufruct, the new shares shall correspond to the owner knot, but shall extend to them the usufruct.

Item 40.d)

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

Article 41.

1. 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 for in the statutes. The creditor is obliged to facilitate the exercise of these rights. 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.

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

Section 4: From business to own actions

Article 42.

1. Under no circumstances may the company subscribe to its own shares or shares issued by its dominant company.

2. The shares subscribed in violation of the prohibition of the previous paragraph shall be the property of the subscribing company, but must be released by the promoters and the founding members or, in the event of an increase in the share 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 previous two numbers, those who prove that they are not guilty shall be exempt from liability.

Article 42.a)

1. 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 meeting, 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. Where the acquisition is subject to shares in the dominant company, the authorisation shall be issued by the general meeting of that company.

2. The nominal value of the shares acquired, in addition to those already held by the company and its subsidiary companies, does not exceed 10 per 100 of the share capital of the acquiring company.

3. º That the acquisition allows the company to provide the reserve prescribed by the 3. th rule of article 43, without diminishing the capital and the legal or statutory reserves unavailable.

4. º That the acquired shares are fully disbursed.

2. Shares acquired in contravention of any of the first three conditions set out in the preceding paragraph 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 preceded. In the event that the company omit these measures, any interested party may request its adoption by the judicial authority. The administrators are obliged 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.

3. Non-compliance with the fourth requirement of the first paragraph shall determine the nullity of the acquisition business.

Article 42.b)

1. The company may acquire its own shares or those of its dominant company without the provisions of the previous Article being applicable, in the following cases:

(a) Where own shares are acquired in execution of a capital reduction agreement adopted by the general meeting 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 fully released shares are acquired as a result of a judicial award to satisfy a company's credit against the holder of such shares.

2. Shares acquired pursuant to this Article shall be subject to 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. If the disposal does not occur within the prescribed period, it shall be carried out in accordance with the second subparagraph of the previous Article.

Article 43.

When a company has acquired its own shares or its parent 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 society and of the dominant society will be suspended. The economic rights inherent in own shares, with the exception of the right to free allocation of new shares, shall be allocated in proportion 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 constitution and deliberation of the board.

3. An unavailable reserve equivalent to the amount of own shares or of the dominant company computed on the asset shall be established on the balance sheet liability. 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 a holding by the company itself or by the person concerned and the share of the share capital they represent.

Article 44.

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.

2. The provisions of the preceding paragraph shall not apply to transactions in the field of the ordinary activities of banks and other credit institutions. Such operations shall, however, comply with the requirement referred to in the third subparagraph of Article 42.a (1)

3. Shares held in respect of a garment or other form of security shall be applied as soon as the previous article is compatible.

Article 45.

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

2. The provisions of the preceding paragraph shall not apply to businesses aimed at facilitating the acquisition of their shares or shares in a group company by the company's staff.

3. The prohibition in the first subparagraph shall not apply to transactions carried out by banks or other credit institutions in the field of ordinary operations of their social object which are borne by the company's free goods. A reserve equivalent to the amount of the credits entered in the asset shall be set on the balance sheet liability.

Article 45.a)

1. No reciprocal participations shall be established which exceed 10 per 100 of the capital figure of the participating companies. The prohibition also applies to circular shareholdings consisting of subsidiary companies.

2. The breach of the provisions of the preceding paragraph shall determine the obligation of the company to which it receives the notification referred to in the last paragraph of this Article to reduce its share in the capital of the capital to 10 per 100. another society. If both companies receive such notification at the same time, the obligation to reduce shall be borne by the two, unless they reach an agreement so that the reduction is effected only by one of them.

3. 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 rights corresponding to the surplus shares shall be suspended. The time limit for the reduction shall be three years for holdings acquired in any of the circumstances provided for in Article 42.b

4. 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 society.

5. A reserve equivalent to the amount of reciprocal participations exceeding 10 per 100 of the capital computed in the asset shall be set in the liability of the company's balance sheet.

6. The discipline contained in the preceding paragraphs shall not apply to the mutual interests established between a subsidiary company and its dominant company within the meaning of Article 46 (1

.

7. The company which, by itself or through a subsidiary company, will have more than 10% of the capital of another company must notify it immediately, while the rights corresponding to its shares are suspended. Such notification shall be repeated for each of the successive acquisitions exceeding 5 per 100 of the capital. All notifications will be collected in the explanatory notes of both companies.

Article 46.

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

2. Any agreement between the company and another person under which the company is obliged or legitimized to celebrate in its own name but on behalf of the company any of the operations which the articles of this section prohibit to realize society. The business concluded by the person concerned with third parties shall be construed as self-employed and shall not have any effect on the company.

3. The undertakings entered into by the person concerned when their conduct was not prohibited to the company, as well as their own shares or the dominant company on which such businesses fall, are subject to the provisions of the section.

Article 47.

1. The infringement of any of the prohibitions established in this section will be sanctioned with fine, which will be imposed on the administrators of the infringing society, on the instruction of the file, by the Ministry of Economy and Finance, with the hearing of the persons concerned and in accordance with the Law on 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 society.

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

Section 5: Of the silent actions

Article 47.a)

Anonymous companies may issue shares without voting rights for a nominal amount not exceeding half of the paid-up share capital.

Article 47.b)

1. The silent actions shall confer the following rights:

(a) To receive the minimum annual dividend to be established by the social statutes, which shall not be less than 5 per 100 of the capital paid out for each non-voting share. 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 obliged 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 shall confer that right on the general and special shareholders ' Boards.

b) Obtain the repayment of the paid-up value of its shares before any amount is distributed to the remaining shares, in the event of the liquidation of the company.

(c) Not be affected by the reduction of the share capital by losses, whatever the way it is carried out, but when the reduction exceeds the nominal value of the remaining shares. If, as a result of the reduction, the nominal value of the silent shares exceeds half of the paid-up share capital, that proportion shall be restored within the maximum period of two years. Otherwise, the dissolution of the company 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.

(d) Other rights to ordinary shares, other than voting rights.

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

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

CHAPTER VI

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

Section 1: General provisions

Article 84.

1. The modification of the statutes must be agreed by the general meeting and requires the concurrence of the following requirements:

1. That the directors or, if any, the shareholders responsible for the proposal, make a written report with the justification of the proposal.

2. To be expressed in the call, with due clarity, the ends to be modified.

3. The right of all shareholders to examine in the registered office the full text of the proposed amendment and of the report on the call shall be stated in the notice of the call. free shipping or delivery of such documents.

4. The agreement is adopted by the board in accordance with the provisions of Article 58.

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.

Article 85.

Any modification of the statutes that implies new obligations for the shareholders must be adopted with the acquiescence of the stakeholders. The creation, modification and early termination of the obligation to perform ancillary services shall also require the consent of the persons concerned.

Article 85.a)

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 from the publication in the Official Gazette of the Trade Register of the extract of the registration of the agreement.

Article 85.b)

1. Where the amendment 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 shall be exercised in writing within one month of the publication of the agreement in the Official Gazette of the Register.

2. If the shares are listed on an official secondary market, the value of the refund shall be that of the average price of the last quarter. In another case, and in the absence of an agreement between the company and the persons concerned, the value of the shares shall be determined by the company's auditor and, if it is not required for accounting verification, by the auditor for such an appointed purpose. by the Commercial Registrar of the registered office.

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

Article 86.

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 84, 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 laid down in Article 84 in special meetings or by separate votes in the General Meeting, the convocation of which shall be expressly stated. The provisions of this Law for the general meeting of shareholders shall apply to the special meeting.

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 are independent of the the actions concerned and those not affected by the amendment, the separate agreement of each of them being therefore necessary.

Item 87.

1. Save as otherwise provided in the Statute, the change of registered office in the same municipal term shall not require the agreement of the General Meeting, and may be agreed by the directors of the company. This amendment shall be made public in writing 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 adopted if an international convention in force exists in Spain that allows it to maintain its own legal personality. Shareholders who have not voted 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 85.b).

Article 88.

The change of name, address, 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 publicity it will not be possible to register such modification in the Trade Register. 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

Article 89.

1. The increase in the share capital can be carried out by issuing new shares or by raising the nominal value of the existing ones. In both cases, the value of the increase in capital may consist either of new or non-cash contributions to the social assets, including the compensation of claims against the company, as in the conversion of reserves or the benefits already listed in that estate.

2. 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.

Article 90.

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. The General Board, with the requirements laid down for the amendment of the social statutes, may delegate to the administrators:

1. 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 everything not provided for in the agreement of the Board of Directors. general. 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.

2. The ability to agree on one or several times the increase in social capital up to a figure determined on the occasion and the amount they decide, without prior consultation with the General Board. Such increases shall in no case be higher than half of the capital of the company at the time of the authorization and shall be made by cash contributions within the maximum period of five years of the Board's agreement.

3. By 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.

4. 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.

Article 91.

For any increase in capital whose value is co-assisted in new cash contributions to the social assets, the total disbursement of the shares previously issued shall be a prerequisite, except for insurance companies. However, the increase may be made if there is an outstanding amount of disbursement that does not exceed 3 per 100 of the share capital.

Article 92.

1. Where non-cash contributions have to be made for the increase, it shall be necessary for the meeting to be made available to the shareholders in the form provided for in the third subparagraph of the first paragraph of Article 84. ' memory of the administrators in which the proposed contributions are described in detail, the persons who are to carry them out, the number and the nominal value of the shares to be delivered and the guarantees adopted according to the nature of the the goods in which the contribution consists.

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

Article 93.

1. A capital increase may only be made for compensation of claims 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) That the time of the meeting of the Board be made available to the shareholders in the form set out in the third paragraph of the first paragraph of Article 84, a certification of the auditor of the company that accredit that, once the social accounts have been verified, the data provided by the administrators on the appropriations in question is accurate. If the company does not have an auditor, 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.

Article 94.

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 at a date within six months immediately preceding the capital increase agreement, verified by the auditors of the company, or by an auditor, shall serve as a basis for the operation. request of the administrators if the company is not required to have auditors.

Article 95.

1. In the case of increases in share capital with the issuance of new shares, ordinary or privileged, the former shareholders and holders of convertible debentures 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 offer to subscribe for 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 obligations to be exercised in respect of that moment the conversion faculty.

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 users registered 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 reserves, the same rule will apply to the rights of free allocation of new shares.

Article 96.

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, the provisions of Article 84 shall be respected. will be required:

(a) The proposal to abolish the right of preferential subscription and the type of issue of the new shares has been included in the notice of the meeting.

(b) The time of the meeting of the meeting shall be made available to the shareholders as provided for in the third subparagraph of the first paragraph of Article 84, 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 auditor of the company's accounts on the actual 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 an auditor, the auditor shall be appointed by the administrators for the purposes referred to above.

(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.

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 split estate of another company.

Article 97.

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

(a) The name and address of the company as well as the data identifiers of its registration in the Mercantile Register.

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

c) The number of shares you subscribe to, 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, where 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 institution 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 newsletter.

Article 98.

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

2. If the agreement to increase the share capital is left without an incomplete subscription of the shares issued, the directors of the company shall publish it in the Official Gazette of the Trade Register and, within the month following that 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.

Article 99.

1. The agreement to increase the share capital and the execution of the social capital increase 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 of the subscription, the documents proving the execution of the capital increase have not been submitted for registration in the Register. If the failure to submit the documents to the registration is attributable to the company, they may also require the legal interest.

Section Three: Capital Reduction

Article 100.

1. The reduction of capital may be intended to:

a) Return of contributions.

b) The write-off of passive dividends.

c) The constitution or increase of voluntary reserves.

(d) The restoration of the balance between capital and the equity of the company decreased as a result of losses.

e) The constitution or increase of the legal reserve.

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

Item 101.

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

2. The Board's agreement shall, at least, express the amount of reduction in capital, the purpose of the reduction, the procedure by which the company is to carry it out, the time limit for implementation 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 84 and 86.

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

Article 101.a)

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

Article 101.b)

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 claims at the time of publication. Creditors whose claims are already adequately secured shall 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 security to the creditor's satisfaction, or in another case, until it notifies the creditor of the benefit of the company by virtue of its solidarity in favour of the company credit is duly authorised to lend it for the amount of the credit to which the creditor is a holder and until such time as it does not prescribe the action to enforce compliance.

Item 101.c)

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

1. When the reduction of capital has the sole purpose of restoring the balance between capital and the equity of the society diminished by loss. The reduction of capital shall be compulsory for the company if the losses have decreased to less than two thirds of the share capital figure and a social year has elapsed without having recovered the capital. heritage.

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 free of charge. 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.

Item 101.d)

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. In any event, the balance sheet which serves as the basis for the transaction must be approved, after verification by the auditors of the company, or by the auditor appointed for the purpose by the directors when the company is not obliged 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 liability 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, the legal reserve will need to reach 10 per 100 of the new capital.

Item 101.e)

1. The social capital reduction agreement to zero or below the minimum legal figure may only be adopted at the same time as the transformation of the company or the increase of its capital to an amount equal to or greater than that mentioned above is agreed minimum figure. In any event, the right of preferential subscription of shareholders shall be respected.

2. The effectiveness of the reduction agreement shall be conditional, where appropriate, on the implementation of the capital increase agreement. 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.

Item 101.f)

1. Where the reduction in capital is to be made by the purchase of shares in the company for depreciation, the purchase must be made available to all shareholders. If the reduction agreement is to affect only one class of shares, the provisions of Article 86 shall be complied with.

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 registered office, it will be maintained, at least, for one month. include all indications that are reasonably necessary for the information of the shareholders who wish to sell, and shall express the consequences arising if the shares offered do not reach the number fixed in the agreement.

3. Where all the shares are nominative, the statutes 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 fixed 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 for 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 must be amortized within the month following the end of the purchase offer period. "

Article 5.

The current Chapter VI of the Law of 17 July 1951 on the Legal Regime of Companies is repealed. Chapter VII "Of the Obligations" becomes Chapter VIII. Chapter VII, under the heading 'Of the annual accounts', shall be worded as follows:

" First Section: General Provisions

Article 102.

1. The annual accounts shall comprise the balance sheet, the profit and loss account and the memory.

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

Item 102.a)

1. In the balance sheet, as in the profit and loss account, the items referred to in Articles 103, 103 (a), 103 (b) and 105 shall appear separately in the order in which they are indicated. A more detailed subdivision of these items may be made, provided that the structure of the schemes set out in those Articles 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.

2. Balance sheet items and profit and loss account items preceded by Arabic numbers may be grouped in the following cases:

(a) When they represent only an irrelevant amount to show the true image of the equity, the financial situation, as well as the results of the company.

b) When clarity is favoured, provided that grouped items are presented in a differentiated manner in memory.

Article 103.

The balance sheet of the public limited liability companies must conform to the following scheme:

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 prunes.

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.

Article 103.a)

The balance sheet scheme of the public limited liability companies referred to in the previous Article shall include in paragraph II-Intangible mobilizations-in point (B) of the Asset:

1. Research and development expenditure.

2. Concessions, patents, licenses, trademarks, as well as similar rights and goods if they have been:

(a) Purchased for consideration without having to be included in item 3 below.

b) Created by the company itself.

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

4. Advances.

In section III-Material assets-:

1. Land and buildings.

2. Technical installations and machinery.

3. Other installations, tools and furniture.

4. Advances and intangible assets in progress.

In Section IV-Financial Mobilizations-:

1. Shares in group companies.

2. Loans to group companies.

3. Shares in companies associated with the group.

4. Credits to companies associated with the group.

5. Titles having the character of the fixed assets.

6. Other credits.

7. Own actions.

In Section II-Stocks-in item C) of the Asset:

1. Raw materials and consumables.

2. Products in the course of manufacture.

3. Finished products and goods.

4. Advances.

In section III-Deudores-:

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 of not more than one year shall be included in this section III Debtors.

In paragraph IV-Securities-:

1. Shares in group companies.

2. Shares in companies associated with the group.

3. Own actions.

4. Other transferable securities.

Article 103.b)

In paragraph IV-Reservations-in paragraph A) of the Passive, it shall be included:

1. Legal reservation.

2. Reservations for own actions.

3. Statutory reserves.

4. Other reservations.

In paragraph B)-Provisions for Risks and Expenses-:

1. Provisions for pensions and similar obligations.

2. Provisions for taxes.

3. Other provisions.

In paragraphs C) and D)-Long-term creditors and short-term creditors-will be included:

1. Bond issues, with separate mention of those that are convertible.

2. Debt to credit institutions.

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.

The amount of the debts or the part of the debts with maturity of not more than one year shall be included in paragraph D)-Short-term Acreators; the adjustments for the period shall also be included in this paragraph.

Article 103.c)

1. Companies in which, for two consecutive years at the end of the financial year, at least two of the following circumstances may be present, may, in the form indicated in this Article, make an abridged balance sheet: 1. Asset items do not exceed 230,000,000 pesetas; 2. That their annual turnover is less than 480,000,000 pesetas; 3. The average number of workers employed during the financial year does not exceed 50.

2. The abbreviated balance sheet shall comprise only the headings of the scheme provided for in Article 103, with a separate statement of the amount of the claims and the debts of a residual duration exceeding one year in the forms laid down in that Article.

2 (1) (b) of Regulation (EC) No No

Item 103.d)

1. Where an element of the asset or liability is listed in several headings of the scheme, it shall be indicated in relation to other items, either in the item where it appears in the memory or when this indication is necessary for the understanding of the accounts. year.

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

Article 103.e)

The balance sheet or the memory shall be clearly indicated, all guarantees committed to third parties without prejudice to their entry into the liability side of the balance sheet when their cash is foreseeable. The different classes of guarantees granted, with an express mention of those of a real nature, must be clearly indicated. If such guarantees relate to Group companies, this circumstance should be specifically mentioned.

Section: Specific provisions on certain balance sheet items

Article 104.

1. The attachment of the assets in the fixed assets or in the circulating assets shall be determined in the light 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 and the following rules shall be taken into account:

1. The movements of the various fixed assets shall be indicated in the memory. To this end, on the basis of the purchase price or the cost of production, each item of the fixed asset must be separately indicated, on the one hand, the entries and exits, as well as the transfers of the financial year, and, on the other hand, value adjustments accumulated on the date of the closing of the balance sheet and the corrections made during the financial year on the value adjustments for previous years.

2. The provisions of the preceding rule shall apply in the presentation of the item "Establishment expenses".

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

Article 104.a)

For the purposes of this chapter, shares are held to be the capital rights of other companies which, by creating a lasting relationship with them, are intended to contribute to the activity of society. It is presumed that it constitutes a participation in the sense previously expressed as the ownership of at least 20 per 100 of the subscribed capital of another company, or of the 3 per 100 if it is listed on the Stock Exchange.

Article 104.b)

1. In the heading 'Adjustments for the period' of the asset, expenditure which, having been accounted for during the financial year, corresponds to a later item. Revenue attributable to the financial year which is only payable after the end of the financial year shall be among the appropriations. When such income is of some importance, the memory will be reported.

2. In the 'Adjustments to the Adjustment' item of the liability, the revenue received before the balance sheet date shall be shown if it is attributable to a subsequent financial year. The expenditure attributable to the financial year to be satisfied in a subsequent year shall be among the debts. When these expenses are of some importance, the memory will be reported.

Article 104.c)

Value adjustments shall include all those intended to take into account the depreciation, whether or not definitively, of the assets, which has taken place at the closing date of the balance sheet.

Item 104.d)

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, on the date of the closing of the balance sheet, are probable or certain and are undetermined as to their amount or as to the date on which they will occur.

2. Provisions for risks and expenses may not be intended to correct the values of asset items.

Section Three: Profit and Loss Account Structure

Article 105.

The profit and loss account of the public limited liability companies shall conform to the following scheme:

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 establishment expenses and tangible and intangible fixed assets.

b) Dotations for circulating provisions.

5. Other operating expenses.

6. Allocations for provisions and amortisation of financial fixed 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. Works performed by the company for itself reflected in the asset.

4. Other operating income.

5. Income from holdings, 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 similar interest and income, with a separate mention of those of the group's companies.

8. Result of ordinary activities.

9. Extraordinary revenue.

10. Result of the exercise.

Item 105.a)

1. They may make an abbreviated profit and loss account, in the form indicated in this Article, of companies in which, for two consecutive years on the date of the end of the year, two of the following circumstances are met:

1.) That the total of the assets in the balance sheet does not exceed twenty million pesetas.

2.) That your annual turnover is less than one thousand nine hundred and twenty million pesetas.

3.) That the average number of employees employed during the financial year does not exceed two hundred and fifty.

2. For the purpose of forming the abbreviated profit and loss account, items A1, A2 and B2 on the one hand, and B1, B3 and B4 on the other, shall be grouped in a single item, referred to as the 'Operating Consumption' or 'Operating Income'.

Item 105.b)

The net amount of the business figure shall comprise the amounts of the sale of the products and the amounts of the provision of services corresponding to the ordinary activities of the company deducted the bonuses and other reductions in sales, as well as value added tax and other taxes directly related to the cited business figure.

Item 105.c)

1. In the item of "Extraordinary income" or in the item "Extraordinary expenses" shall be the revenue or expenditure that does not come from the normal or ordinary activity of the company.

2. Where such revenue or expenditure is relevant for the assessment of the results, it shall be made in the express reference of the amount and nature of the revenue or expenditure, which shall also be made on the basis of revenue and expenditure attributable to another financial year.

Section 4: Valuation Rules

Article 106

The valuation of the members of the various items included in the annual accounts shall be carried out in accordance with the provisions of the Trade Code, without prejudice to the provisions of the next.

Article 106.a)

1. Establishment and research and development costs, which may be collected as assets, shall be amortised over a period of not more than five years.

2. The goodwill may be included in the balance sheet asset only when it has been acquired for consideration. Its depreciation, which must be carried out in a systematic manner, may not exceed the period during which that fund contributes to the collection of revenue for the company, with a maximum limit of 10 years. Where the amortisation exceeds five years, the appropriate justification shall be collected in the memory.

3. Until such expenses have been fully amortised, any profit distribution is prohibited unless the amount of available reserves is at least equal to the amount of unamortized expenses.

Item 106.b)

1. The assets of the fixed assets must be valued at the purchase price or the cost of production, as set out in the Trade Code.

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

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

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

(c) The value adjustments referred to in (a) and (b) shall be taken to the profit and loss account and shall be shown separately in the memory, unless they already appear in this form in the own loss account and winnings.

(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 exceptional value adjustments of assets of the fixed assets that are due solely to the application of the tax legislation shall be indicated in the memory, with due justification.

4. In the event of the inclusion in the cost of production of the fixed assets, the interest on loans to finance their production shall be recorded in the memory.

Article 106.c)

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 may be made in the event that they are necessary to avoid that, in the near future, the valuation of the elements of the working asset had to be modified. The amount of such corrections shall be separately entered in the profit and loss account. The lower valuation may not be maintained if the reasons for the corrections have ceased to exist.

3. The amount of exceptional value adjustments for working assets that are due solely to the application of the tax legislation shall be indicated in the memory, with due justification.

Item 106.d)

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. This difference should be amortised with reasonable annual amounts and at most at the time the debt is repaid.

Article 106.e)

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 a certain importance.

Section 5: Memory and management report content

Article 107.

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

Item 107.a)

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

1. 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 have been expressed in foreign currency, the procedure used to calculate the exchange rate at pesetas shall be indicated.

2. The name and address of the companies in which the company owns, directly or indirectly, at least 3 per 100 of the capital for those companies 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 particulars provided for in this number may be established in a relationship which is deposited in the Trade Register. They may be omitted where, by their nature, they may cause serious harm to the companies to which they relate. The default must be mentioned in memory.

3. The financing table, describing the resources obtained in the financial year and their different origins, as well as the application or use of the resources in the fixed or working time.

4. When there are several classes of actions, the number and the nominal value of each.

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

6. 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 particulars shall be shown separately for each of the debt items in accordance with the legal balance sheet.

7. The overall amount of guarantees committed with third parties, without prejudice to their recognition within the liability of the balance sheet where it is foreseeable that the actual fulfilment of an obligation is derived from an obligation or when its indication is useful for the assessment of the financial situation. The existing pension commitments, as well as those relating to undertakings in the group, should be clearly mentioned and separated.

8. The distribution of the net amount of the turnover corresponding to the ordinary activities of the company, by categories of activities as well as by geographical markets, to the extent that, from the point of view of 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 from the point of reference where they are liable to cause serious harm to society. The companies referred to in Article 105.a may also be omitted from such

.

9. The average number of persons employed in the course of the year distributed by category, as well as the staff costs relating to the financial year and distributed as provided for in Article 105 (3), which are not so expressed in the profit and loss account.

10. The difference that could be made between the calculation of the accounting result of the financial year and the difference that would result from having carried out an assessment of the items with tax criteria, because they did not coincide with the principles accounting for mandatory application. Where such an assessment has a substantial impact on the future tax burden, indications should be given.

11. 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 regard to the future tax burden. This amount may also be included in the balance sheet in an individual item with the corresponding title.

12. The amount of salaries, allowances and remuneration of any kind accrued in the course of the financial year by the members of the administrative body, whatever their cause, as well as the obligations incurred in the course of the financial year (a) the provision of pensions or the payment of life insurance premiums in respect of the former and current members of the administrative body. This information shall be given in a comprehensive manner by way of remuneration.

13. The amount of advances and credits granted to 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 on a global basis for each category.

Item 107.b)

The companies referred to in Article 103.c) may limit the content of the memory to the indications 1. 3. and 12. of those set out in the previous article. However, the data referred to in Article 6 (6) of that Article shall be given in a comprehensive manner by the memory.

Article 108

1. The management report shall contain at least the faithful exposure to the evolution of the business and the situation of the company.

2. The report should also include indications on the important events for society which occurred after the end of the financial year, the foreseeable development of the exercise, research and development activities and, terms set out in this Act, acquisitions of own shares.

Section sixth: Verification of annual accounts

Article 109

1. The annual accounts and the management report shall be reviewed by auditors. Companies that may have an abbreviated balance sheet are exempted from this obligation.

2. The auditors shall also verify the consistency of the management report with the annual accounts for the financial year.

Item 109.a)

1. Persons who are required to audit the accounts shall be appointed by the general meeting before the end of the audit exercise for a specified period of time, which shall not be less than three years and not more than nine years, the date on which the first exercise is 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 natural or legal persons to act jointly. Where the persons appointed are natural persons, the board shall appoint as many alternates as the holders of the auditors.

3. Where the general meeting has not appointed the auditors before the end of the financial year, and the persons appointed do not accept the post or are unable to discharge their duties, the administrators, the Commissioner of the Union of obligationists or any shareholder may request from the Commercial Registry of the place 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.

4. The remuneration of the auditors or the criteria for their calculation shall in any event be fixed before the commencement of their duties and for the entire period of their duties. No other remuneration or benefit of the audited company may be paid for the exercise of that function.

Item 109.b)

1. In companies which are not required to submit annual accounts to be checked by an auditor, shareholders representing at least 5 per 100 of the share capital may apply to the Commercial Registrar of the registered office which, with the company is responsible for the name of an auditor to carry out the review of the annual accounts for a given financial year, provided that three months have not elapsed since the end of that financial year.

2. When fair cause is present, the directors of the company and the persons entitled to request the appointment of the auditor may ask the Judge of First Instance of the registered office to revoke the one appointed by the general meeting or by the Merchant Registrar and the appointment of another.

Item 109.c)

1. The auditors, acting in accordance with the rules governing the audit, shall check whether the annual accounts offer the true picture of the assets, the financial situation and the results of the company, as well as the concordance of the management report with the annual accounts for the financial year.

2. 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 at least 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 comments on any event which they have found, where the latter poses a risk to the financial situation of the company.

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

Item 109.d)

1. Auditors may not be revoked without a fair cause by the general meeting before the end of the period for which they were appointed.

2. The legitimacy to require liability in respect of the company to the auditors shall be governed by the provisions of the directors of the company.

Section seventh: Approval of accounts and their publication

Item 110.a)

1. The directors of the company are required to make, within a 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 lacking, it shall be indicated in each of the documents in which it is missing, with express indication of the cause.

3. The auditors shall have at least one month's time, from the moment when the accounts signed by the administrators have been delivered to them, to submit their report. If, as a result, the administrators are obliged to alter the annual accounts, the auditors will have to extend this report on the changes produced.

Item 110.b)

From the call of the general meeting, any shareholder will be able to obtain from the company, immediately and free of charge, the documents to be submitted to the approval of the same and the report of the auditors of the accounts. Mention of this right shall be made in the call.

Item 110.c)

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

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

3. 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, provided that the value of the net accounting assets is not or, as a result, of the distribution, it should not be lower than the share capital. If there were losses from previous years that would make that value of the company's net worth less than the share capital figure, the profit would be allocated to the compensation for these losses. The provisions of Article 106.a shall also be taken into account.

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

5. In the dividend distribution agreement, the general meeting shall determine the time and form of the payment. In the absence of determination on these individuals, the dividend shall be payable at the registered office from the next day to the agreement.

Item 110.d)

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:

1. The administrators shall make an accounting statement in which it becomes clear that there is sufficient liquidity for the distribution. This status will then be included in memory.

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

Item 110.e)

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 company proves that the recipients knew of the irregularity of the distribution or that, given the circumstances, they could not ignore it.

Item 110.f)

1. Within the month following the approval of the annual accounts, it shall be submitted for deposit in the Commercial Registry of the registered office, certification of the agreements of the General Board of approval of the annual accounts and of the application of the the result, which shall be accompanied by a copy of each of those accounts, as well as the management report and the auditors ' report where the company is required 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.

2. Within 15 days of the date of the filing seat, the Registrar shall qualify under his or her responsibility if the documents filed are those required by the Law, if they are duly approved by the General Board and if they are the required signatures. If you do not appreciate defects, you will have the deposit made, practicing the corresponding seat in the book of deposit of accounts and in the sheet corresponding to the depositor company. Otherwise, it shall proceed in accordance with the provisions of the defective titles.

3. 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 during the preceding month. The Official Gazette of the Trade Register shall publish the notice of the companies which have complied with the deposit obligation.

4. Anyone can obtain information from all documents deposited.

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

6. Failure by the administrators of the obligation to deposit the documents referred to in this Law 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.

Item 110.g)

In the case of publication of the documents mentioned in the previous article, it must be indicated if 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 whether it has been given with reservation or not. "

Article 6.

One. The current Chapter VIII of the Law on the Legal Regime of the Companies Anonymous becomes the new chapter IX. It will be called "Transformation, Merge and Excision", and will be divided into three sections.

Two. The first section shall be referred to as "processing" and shall consist of Articles 133 to 141, inclusive of the current text of the Law, while retaining its wording, except for Articles 135, 139 and 140, and Article 139.a), which is incorporated, which are worded as follows:

" Article 135.

The transformation agreement of a public limited company into a collective or common company, simple or by way of actions, will only force the members who have voted in their favor.

2. Dissenting shareholders and non-members of the general meeting 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 own shares in the form prevented in this Law for the replacement of the social object.

Article 139.

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.

Article 139.a)

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 Commercial Register of the registration extract of the processing agreement.

Article 140.

1. The transformation of collective and limited liability into public limited liability companies shall not affect the legal personality of the transformed company and shall be stated in public deed to be expressed necessarily all the particulars provided for in the constitution of a public limited liability company. The report of the independent experts on non-cash social heritage will be incorporated into the transformation script.

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

Three. The second and third sections are worded as follows:

" Section 2: Of Merge

Article 142.

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

2. The partners of the extinct companies shall participate in the new company or in the acquiring company, receiving a number of shares proportional to their respective shares. 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 allocated.

3. Companies in liquidation may participate in a merger provided that the distribution of their assets among the shareholders has not begun.

Article 143.

The shares of the merging companies, which were held by any of them or held by other persons acting on their own behalf, but on behalf of those companies, shall be amortised and shall not be redeemed by shares of the acquiring company or the new company resulting from the merger.

Article 144.

1. The draft terms of merger shall be drawn up by the administrators of the merging companies and shall contain at least the following particulars:

(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. This indication shall not be included in the words or in point (c), where the merger takes place by absorption and the acquiring company is the holder of all shares in the company being acquired.

(c) The procedure whereby the securities of the companies to be extinguished will be redeemed, the date from which the new shares will entitle them 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 draft merger, as well as to the directors of the companies that are merge, of the absorbent or of the new society.

2. The draft terms of merger must be signed by the directors of the merging companies. If any of them are missing, it will be pointed out at the end of the project, indicating the cause.

3. Since the draft merger has been drawn up and signed, the directors 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 it. substantially the exchange ratio of the shares.

4. The draft terms of merger shall be without effect if it has not been approved by the general meetings of all the companies involved in the merger within six months of their date.

Article 145.

1. A merger balance may be considered at the last approved annual balance sheet, 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 for the submission of the final annual balance sheet. In both cases, the valuations contained in the last balance sheet may be modified in the light 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 where 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 order of the day of the meeting.

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

Article 146.

1. The administrators of each of the merging companies must apply to the business register for the registered office, the designation of one or more independent and distinct experts, so that they may issue a separate report. on the draft terms of 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 Trade Registrar to designate one or more experts for the preparation of a single report. The designation shall correspond to the Commercial Registrar of the registered office of the acquiring company or of the company listed in the draft merger as the address 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.

5. 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 capital increase of the acquiring company, as the case may be.

Item 147.

1. When the meeting is published, the shareholders, the holders of special rights and the holders of special rights other than the shares, as well as the representatives of the employees, must be made available for examination at home. social, the following documents:

(a) The draft terms of merger referred to in Article 144.

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

(c) The balance sheet of each of the companies, where it is different from the last annual balance sheet approved by the board, together with the report on its verification by the auditors of the company, tasting there is an obligation to audit.

(d) The reports to be produced by the administrators of each of the companies involved in the merger to explain and justify in detail the project of the merger in its legal and economic aspects, with special reference to the exchange rate of the shares and the special valuation difficulties that may exist.

e) The merger reports referred to in Article 146.

(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 involved 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 directors of the companies which participate in the merger, the date from which they hold their positions and, where appropriate, the same indications as those who are to be proposed as administrators as a result of the merger.

2. The directors of the merging companies are obliged to inform the general meeting of their company of any major changes in the assets or liabilities occurring in any of them between the date of the drafting of the merger and that of the meeting of the general meeting. The same information should provide, in cases of merger by absorption to the managers of the acquiring company and these to those, so that they, in turn, inform their general meeting.

Article 148.

1. The merger agreement, in the case of public limited liability companies, shall be adopted by a general meeting of shareholders for each of the companies, in accordance with the project which they have established and fulfil the following requirements:

(a) Both the notice and the agreement to be adopted must comply with the provisions of Article 84 and, where appropriate, Article 86.

(b) The call shall be published one month in advance, at least, to the date set for the conclusion of the meeting, it shall include the minimum particulars of the draft legally required merger and shall state the the right of shareholders, holders of special rights other than shares to examine in the registered office the documents referred to in Article 147, as well as the right to obtain the delivery or the consignment free of the full text of the same.

(c) When the merger takes place through the creation of a new company, the merger agreement shall include the particulars legally required for the incorporation of the merger.

d) 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 have 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.

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

Article 148.a)

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 provided for in Article 101.b).

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, when the merger has not been approved by the assembly of debenture holders.

Article 148.b)

Special rights holders other than shares shall enjoy in the acquiring company or in the new company resulting from the merger of rights equivalent to those which they would be entitled to in the company extinguished, unless the amendment of such rights had been approved by the assembly of these holders or by the holders individually.

Article 148.c)

1. The merging companies shall record the merger agreement approved by their respective boards in public deed, which shall contain the balance sheet of the merging companies.

2. If the merger takes place by means of the creation of a new company, the deed must contain, in addition, the particulars legally required for the formation of the merger. If this is done by absorption, the deed shall contain the statutory amendments which 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.

3. Once the writing of the constitution by merger or absorption has been entered in the competent Mercantile Register, it shall be published in the Official Gazette of the Commercial Registry in accordance with the provisions of the Trade Code and the seats shall be cancelled. registration of the extinct societies.

4. Without prejudice to the effects attributed to the necessary publication in the Official Gazette of the Register of Trade, the effectiveness of the merger shall be subject to the registration of the new company or, where appropriate, to the registration of the absorption.

Article 148.d)

If the acquiring company is the holder of all the shares of the acquired company, the capital of that company will not be increased, nor will it be necessary for the directors of the companies to issue any report on the a merger project, or that one or more independent experts report on it.

Article 148.e)

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 meeting of shareholders, and must be directed against the acquiring company or against the new the company resulting from the merger. The period for the exercise of the action for invalidity or nullity expires at six months from the date on which the merger was against the person invoking 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 company arising from the merger. From those obligations, when they are in charge of the acquiring company or the new company, the companies that participated in the merger shall be jointly and severally liable.

Section Three: From Split

Article 149.

1. A division is defined as:

1. The extinction of an anonymous society, with the division of all its patrimony into two or more parts, each of which is transferred en bloc to a newly created society or is absorbed by an existing society.

2. º The segregation of one or more parts of the estate of an anonymous society without being extinguished, transferring the segregated block to one or more newly created or existing societies.

2. The shares or shares of the companies benefiting from the division must be attributed in consideration to the shareholders of the company which is divided, which shall receive a number of those shares in proportion to their respective shares. participations, reducing the company, where appropriate and simultaneously, the share capital in the amount necessary. The division may be agreed only if the shares of the company being spun off are fully disbursed.

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

4. The rules contained in this Section and, failing that, those laid down for the merger in this Law shall apply to the public limited companies involved in the division, understanding that the references to the acquiring company or to the new the company resulting from the merger is equivalent to references to the companies benefiting from the division.

Article 149.a)

1. In the case of a partial division, the share of the social heritage that is divided or segmented shall form an economic unit.

2. In the case of a division of part of the social assets, if the part which is divided or segregated is constituted by one or more commercial, industrial or service undertakings or establishments, in addition to the other effects, they may be attributed to the the company would receive the debts incurred for the organisation or operation of the undertaking being transferred.

Article 149.b)

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 corresponding to them in the capital of the recipient companies, as well as the criterion on which that distribution is based.

2. In cases where there are two or more beneficiary companies, the allocation to the shareholders of the company which is spun off from shares or units of one of them requires the individual consent of the parties concerned.

3. In the case of the extinction of the company which is divided, where an element of the asset has not been attributed to any of the receiving companies in the draft terms of division and the interpretation of the division does not permit a decision on the distribution, the the element or its equivalent between all the recipient companies in proportion to the asset attributed to each of them in the draft terms of division.

4. In the case of the extinction of the company which is divided, where an element of the liability is not attributed to any of the receiving companies in the draft division and the interpretation of the division does not allow it to decide on its distribution, it shall be jointly and severally liable. of all the recipient companies.

Article 149.c)

1. In the report on the draft terms of division to be drawn up by the directors of the companies participating in the draft, it shall be expressed that the reports on the contributions have been issued for each of the recipient companies. would not be provided for in this Law, as well as indicate the Trade Register in which they are deposited or are to be deposited.

2. The directors of the company being divided are obliged to inform their General Board of any major changes in the assets and liabilities arising between the date of the drawing up of the draft terms of division and the date of the meeting. the general meeting. The same information shall, in cases of division by absorption, provide the administrators of the recipient companies and those who are the beneficiaries, so that they, in turn, inform their general meetings.

Article 149.d)

1. The companies benefiting from the division must submit the non-cash assets of the company which is divided into the report of one or more independent experts appointed by the Registrar of the latter's home. society.

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

Article 149.e)

In the absence of compliance by a company benefiting from an obligation assumed by it under the division, the amount of the remaining companies will be jointly and severally liable to the other recipient companies. net assets attributed in the division to each of them and, if the company being divided has not ceased to exist as a result of the division, the company itself being divided by the entire obligation. '

Item seventh.

Articles 50, 51, 56, 58, 59, 60, 66, 67, 68, 69, 69,a), 70, 7a), 7b), 72, 73 (1), 76, 79, 80, 83,a), 150 and 152 of the Law of 17 July 1951 on the Legal Regime of the Companies the following form:

" Article 50.

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.

Article 51.

1. The general meeting of shareholders 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. The second call shall be valid for the constitution of the board whatever the concurrent capital to it, unless the statutes establish a given quorum, which, necessarily, shall be less than that which those established or require the Law for the first call.

Article 56.

1. The directors may convene the extraordinary general meeting of shareholders whenever they consider it appropriate for the social interests. They shall also be convened at the request of a number of members holding at least 5 per 100 of the share capital, expressing in the application the matters to be dealt with by 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 meeting.

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

Article 58.

1. For the ordinary or extraordinary general meeting to be able to validly agree to the issuance of obligations, the increase or decrease of the 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. In the second call it will be sufficient for the 25 per 100 of the capital. Where shareholders represent less than 50% of the subscribed capital with the right to vote, 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.

Article 59.

1. The statutes may condition the right of assistance to the general meeting to the early legitimation of the shareholder, but under no circumstances may the exercise of such right to the holders of registered shares and shares be prevented. by means of entries in the accounts which are entered in their respective records five days in advance of the meeting 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 their shares or, where appropriate, the certificate of their deposit in an institution in the form provided for by the statutes. If the statutes do not contain a provision for the latter, the deposit may be made at the registered office. The document certifying compliance with this requirement shall be nominative and shall be effective in legitimizing society.

2. Administrators must attend the general meetings. The statutes may authorise or order the assistance of directors, technical managers and other persons who are interested in the good progress of social affairs.

3. The chairman of the general meeting may authorise the assistance of any other person he deems appropriate. The board may, however, revoke such authorisation.

Article 60.

1. Any shareholder who is entitled to assistance may be represented on 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 meeting.

3. In the case of the company's own administrators, the depositary entities of the securities or those in charge of the register of entries on account request the representation for themselves or for another, and in general whenever 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 that precise instructions are not given. It shall be understood that there has been a public request for representation when the same person holds more than three shareholders. 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.

4. The restrictions laid down in this Article shall not apply where the representative is the spouse, ascendant or descendant of the representative, nor shall he be the person when the representative is a general power conferred on a public document with powers to administer all the assets that the representative has on national territory.

5. Representation is always revocable. Personal assistance to the representative's board shall have the value of revocation.

Article 66.

1. Administrators may require the presence of Notary to release board minutes and shall be required to require it provided that, five days prior to the date of the meeting, they are 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 meeting.

Article 67.

1. The agreements of the boards of the public limited companies which are contrary to the law may be challenged, or may be opposed to the statutes or the interests of the company, to the benefit of one or more shareholders or third parties.

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 remove the cause of impeachment, the Judge shall give a reasonable period for the Judge to be remedied.

Article 68.

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 time limits laid down in the preceding paragraphs shall be taken into account from the date of adoption of the agreement, and if they were entered in the Official Journal of the Trade Register, from the date of its publication.

Article 69.

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 meeting are entitled to have their opposition to the agreement, the absent and those who have been unlawfully deprived of the vote, as well as the administrators.

3. The actions of impeachment must be directed against society. Where 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 proceedings, among the shareholders who have voted in favour of the agreement. contested.

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

Article 69,a).

1. The final judgment declaring the nullity of an ensignable agreement must be entered in the Register. The Official Gazette of the Commercial Registry shall publish an extract.

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

3. 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.

Item 70.

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. He shall be the 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.

3. All challenges based on causes of nullability 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 is aware of 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 68 (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.

4. 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.

Item 70.a)

1. The claimant or claimants representing at least 5 per 100 of the share capital may request the suspension of the contested agreement in their 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 for both purposes, may be lodged against the judgment of the Judge-in-Office 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 the site, the appellant shall appear before the Hearing and at the same time shall 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 a celebration of sight, will resolve within ten days. No recourse shall be made against the decision of the Hearing.

Item 70.b)

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 preventive annotation of the final decisions ordering the suspension of the contested agreement shall be carried out, without further formalities, in the light of those decisions.

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.

Article 72.

1. The administrators shall exercise their duties within the time limit laid down in the social statutes, which shall not exceed five years. They may be re-elected one or more times per term of equal maximum duration.

2. The appointment of the administrators shall take effect from the moment of their acceptance and shall be filed for registration in the Trade Register within 10 days of the date of that acceptance, with the names, surnames, domicile and nationality and, in relation to Administrators who are assigned the representation of the society, whether they can act alone or need to do so jointly.

Article 73.

1. Where the administration is jointly entrusted to more than two persons, they shall constitute the Board of Directors.

Article 76.

1. The representation of the society, in judgment or outside of it, corresponds to the administrators in the form determined by the statutes.

2. The representation shall be extended to all acts falling within the social object defined in the statutes. Any limitation of the administrative powers of the administrators, even if they are registered in the Trade Register, shall be ineffective against third parties.

3. 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.

Article 79.

1. The administrators will perform their duties with the diligence of an orderly businessman and loyal representative. They shall keep secret information of a confidential nature even after they have ceased their duties.

2. The directors shall respond to the company, to the shareholders and to the social creditors of the damage caused by acts contrary to the law or to the statutes or by those carried out without the diligence with which they must carry out the position.

3. All the members of the administrative body which carried out the act or adopted the agreement shall be jointly and severally 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.

4. Under no circumstances shall the circumstance be exonerated by the fact that the act or agreement has been adopted, authorized or ratified by the general meeting.

Item 80.

1. The liability action against the administrators shall be brought by the company, after 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 48 for the adoption of this agreement.

2. The general meeting may at any time compromise or renounce the exercise of the action, provided that the partners representing 5% 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 does not preclude the exercise of the action of responsibility or the waiver of the agreed or exercised action.

4. The shareholders may, in accordance with the terms of Article 56, 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 where the directors do not convene the general meeting requested for that purpose, when the company does not enter it within a period of one month from the date of adoption of the relevant agreement or where it is has been contrary to the requirement of liability.

5. The creditors of the company may exercise the social action of liability against the directors 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.

Article 83.a)

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 5 per 100 of the 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 meeting.

Item 150.

1. The public limited company will be dissolved:

1. ° By agreement of the general meeting, adopted pursuant to Article 58.

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

3. The conclusion of the undertaking 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 society.

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 result of the court ruling declaring it.

Article 152.

1. After the end of the period of the company, the company shall be dissolved in full, unless it has previously been expressly extended and registered the extension in the Register.

2. Where any of the causes referred to in Article 150 (1), No 4, No 4, No 5, No 5, No 7 and No 7, are met, the dissolution of the company shall require an agreement of the general meeting established in accordance with Article 51. The administrators shall convene a general meeting within two months, in order 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 meeting 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 obliged to request the judicial dissolution of the company when the social agreement is contrary to the dissolution or could not be achieved.

5. The administrators who fail to comply with the obligation to convene the general meeting within two months shall be jointly and severally liable to adopt, where appropriate, the dissolution agreement or not to request the dissolution of the court. of the company within a period of two months, to be counted from the date set for the holding of the Board, where the Board has not been constituted, or since the day of the Board, when the agreement has been contrary to the dissolution. "

Article 8.

The additional provision of the Company Law will be worded as follows:

" 1. The Government is authorised to approve by Royal Decree:

1. The General Accounting Plan, adapting it to the current market legislation, as well as the necessary modifications as a result of changes introduced in this respect in the Community Directives, imposing the subdivision of the items referred to in Articles 103, 103.a) and 105, in compliance with the structure of the schemes provided for in them and the addition of new items, in so far as their content is not covered by any of the provisions of such schemas.

2. The modification of the monetary limits set out 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, to be 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.

2. The Minister for Economic Affairs and Finance is hereby authorised to approve, on a proposal from the Institute for Accounting and Audit of Accounts and through Ministerial Order:

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 Article 103.a of this Law and in the profit and loss account.

2. º The exceptions to the provisions of Article 106.a) in respect of research and development expenditure. "

Article ninth.

The company may issue convertible bonds in shares, provided that the General Board determines the bases and modalities of the conversion and agrees to raise capital in the amount necessary. Administrators shall draw up a report prior to the meeting of the board, explaining the bases and modalities of the conversion, which shall be accompanied by another of the auditors.

The shareholders of the company will have the right to a preferential subscription to the convertible bonds. The same right shall correspond to the holders of the convertible bonds belonging to earlier issues in the proportion which corresponds to them according to the basis of the conversion. The right of preferential subscription of convertible debentures shall result from the application of the provisions of Article 95 of the Law on Limited Companies.

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.

Unless otherwise agreed by the general meeting, 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.

In any case, the general meeting must indicate the maximum period for the conversion to take effect. As long as this is possible, if a capital increase is produced with capital from reserves or the capital is reduced by losses, the exchange rate of the obligations for shares, in proportion to the amount of the increase or the amount of the capital, must be changed. a reduction in such a way as to affect shareholders and obligationists in the same way.

The General Board may not agree to the reduction of capital by restitution of its contributions to the shareholders or to the remission of the passive dividends as long as there are convertible debentures, unless, on a prior basis and sufficient guarantees are offered to the obligationists to perform the conversion.

Article 10.

An additional new provision is introduced in the Law on the Legal Regime of Companies, with the following wording:

" 1. Any acquisition of own shares or of shares in the dominant company listed on an official secondary market that exceeds 1 per 100 of the share capital shall be reported 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 Market Act.

2. The limit for the acquisition of own shares or shares of the dominant company as set out in the first paragraph of Article 42.a (2) of this Law is fixed, in respect of shares listed on an official secondary market, in 5 per 100 of the share capital of the acquiring company.

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, subject to the rules of the Securities Market and to that contained in Article 97 of this Law.

4. In the cases referred to in Article 98 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 Annulment by notices in the Official Gazette of the State, in the corresponding Stock Exchanges and in three daily newspapers of maximum circulation throughout the national territory.

The government, after reporting by the National Securities Market Commission, will set the deadlines and procedures to be presided over by the representation by means of annotations in the account of the listed shares to which it refers. 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. "

Item 11th.

Articles 3, 6, 11, 13, 15, 20 (last paragraph), 22, 24 v 25 of the Law of 17 July 1953 on the Legal Regime of Limited Liability Societies are hereby worded as follows:

" Article 3.

The share capital will be made up of the partners ' contributions, it will not be less than 500,000 pesetas, it will be expressed precisely in this currency and from its origin it will have to be fully disbursed.

Whatever its object, the society will have a mercantile character and will be subject to the precepts of this Law.

Article 6.

The acts and contracts entered into on behalf of the company prior to its registration shall apply to the Law of Limited Companies. The fourth section of Chapter II of that Law shall also apply to the system of the nullity of limited liability companies.

Article 11.

It will be applicable to the directors of the limited liability company what is provided for the directors of the public limited liability company, except as provided for in this Law.

Article 13.

Administrators will exercise the charge during the time period that social writing points to.

Administrators may be separated from their position at any time, by agreement of the partners representing the majority of the share capital, except where they have been appointed in the founding deed, in which case they are shall observe the provisions of Article 17.

Article 15.

The general meeting shall be convened by the administrators, in advance and in the form which provides for the social writing, with due clarity, with due clarity, the matters on which they are to deliberate. Administrators shall necessarily convene the meeting at the request of a number of partners representing at least one-tenth of the share capital, unless the writing reduces this proportion or indicates, in the minority that it establishes, the need for also compute the same percentage of total partners.

Without prejudice to the foregoing paragraph, the board shall be validly constituted to deal with any matter without prior notice of necessity if all social capital is present or represented Attendees decided to celebrate it.

In all that is not provided for in this Law, the general meeting of shareholders will apply to the general meeting of shareholders. The social agreements, whether or not they have been adopted by a general meeting of members, shall be impeachable in accordance with the provisions of the general meeting of shareholders.

Article 20, last paragraph.

The transmission of social participations will be formalised in a public document.

Article 22.

The acquisition by any title of social participation must be communicated in writing to the directors of the company, indicating the name or social denomination, nationality and domicile of the new partner.

Without fulfilling this requirement, the partner cannot claim the exercise of the rights that correspond to the company.

The company will carry a book of a partner, in which they will be registered their personal circumstances, the social participations that each one has and the variations that occur. Any partner will be able to consult this book, which will be under the care and responsibility of the administrators. The partner has the right to obtain a certification of their shares in the company, which are listed in the book.

Article 24.

The usufruct of social participations will be applied to the usufruct of shares.

Article 25.

In the case of a garment of social interests, the owner of these shares shall be responsible for the exercise of the rights of the member, unless otherwise provided for in the social articles.

The constitution of the garment on the social interests must be stated in a public document, which will be entered in the book of members. "

Article twelfth.

In the Law of 17 July 1953 on the Legal Regime of Limited Liability Societies, Chapter VI will be called "Annual Accounts and Profit Distribution" and will be made up of Articles 26 and 27. Article 27 will have the same text as Article 29 of the Law currently has. Article 26 shall be worded as follows:

" Article 26.

The provisions of Chapter VII of the Companies Act shall apply to the annual accounts of limited liability companies, without prejudice to the provisions of this Article and the following.

Any partner has the right to examine, at the time and during the time period that he points out the social writing, in itself or in the union of the expert, the annual accounts of the society with all its antecedents. The time limit for the examination of the accounts for the examination of the accounts may not be less than 15 days. If the social deed does not set a time for the examination of the accounts, the partner may exercise this right at any time.

The exercise by the minority of the right to be named auditor of accounts with the company does not prevent or limit the exercise of the right referred to in the preceding paragraph. "

Item 13th.

In the Law on the Legal Regime of Limited Liability Societies of 17 July 1953, Chapter VII shall be referred to as 'Fusion and Division' and shall be composed of Articles 28 and 29. The current Chapter VII (Dissolution and Settlement), becomes the new Chapter VIII, integrated, as hitherto, by Articles 30 to 32, of which only the first is amended.

Articles 28 and 29, members of the new Chapter VII (Merger and division) and Article 30 are worded as follows:

" Article 28.

The merger of the limited liability company must be agreed with the requirements laid down in Article 17, in accordance with the draft terms of merger, and shall be governed, as soon as applicable, by the rules governing the merger of public limited liability companies.

Article 29.

The division of the limited liability company must be agreed with the requirements laid down in Article 17, in accordance with the draft terms of division, and shall be governed, as soon as applicable, by the rules governing the a division of public limited liability companies.

Article 30.

The limited liability company will be dissolved by the same causes and with the same effects as the public limited liability company. "

Article 14.

One. Article 122 of the Trade Code is worded as follows:

" Article 122.

As a rule, commercial companies will be formed by taking one of the following:

1. The collective regular.

2. The comandaria, simple or by actions.

3. The anonymous one.

4. The limited liability. "

Two. Section 4 of Title I of Book II of the Trade Code, which shall comprise Articles 151 to 157, is worded as follows:

" From Companies in Comandite by Actions

Article 151.

The company in terms of shares will have the capital divided into shares, which will be formed by the contributions of all the partners, one of which, at least, will personally respond to the social debts as a collective partner. in the terms provided for in Articles 127 and 137.

Article 152.

The Company Law will be applied to the Company in respect of the Company Law, except as otherwise incompatible with the provisions of this Section.

Article 153.

A social reason may be used, with the name of all the collective members, of any of them or of a single one, or, an objective denomination, with the necessary indication of "Company in comandita by shares" or its abbreviation "S. Com. by A.".

Article 154.

The name of the collective partners will be included in the social statutes.

Article 155.

1. The management of the company must necessarily be in charge of the collective partners, who will have the faculties, rights and duties of the administrators in the limited company. The new administrator will assume the status of a collective partner from the moment he accepts the appointment.

2. The separation of the post of administrator shall require the amendment of the social statutes as provided for in the following Article. If Separation takes place without fair cause the partner will be entitled to damages.

3. The cessation of the collective partner as an administrator puts an end to their unlimited liability in relation to the social debts that are incurred after the publication of their registration in the Commercial Registry.

Article 156.

1. The amendment of the statutes shall be effected by agreement of the general meeting, which shall be adopted in accordance with the provisions of the Law on Limited Societies.

2. If the amendment of the statutes is intended to appoint administrators, change the administrative system, change the social object or the continuation of the company beyond the term laid down in the statutes, the will also require the express consent of all collective partners.

3. In agreements intended to separate an administrator, the partner concerned shall refrain from taking part in the vote.

Article 157.

Regardless of the causes of dissolution provided for in the Company Law, the company will be dissolved by death, termination, incapacity or bankruptcy of all the collective members, except within six months and by amendment of the statutes, a collective partner is incorporated or the transformation of society into another social type is agreed. "

Item 15th.

The second and first paragraph of the fifth article of the First Chapter of Law 15/1986 of 25 April, of Companies Anonymous Labor, are worded as follows:

" Article 2. º

As not provided for in this Law, public limited liability companies shall be governed by the rules applicable to public limited liability companies.

Article 5. º (first paragraph).

Social capital, which will be divided into shares, will be set in the statutes. At the time of the constitution, it shall be fully subscribed and paid up by a quarter at least the nominal value of each of the shares. "

Article sixteenth.

The third paragraph of Article 13 of Law 33/1984 of 2 August on the Management of Private Insurance is deleted, by introducing a second paragraph in Article 7. of the same Law, worded as follows:

" 2. Insurance institutions shall be constituted by public deed which shall be entered in the Trade Register. '

Article seventeenth.

The transitional provision of the Securities Market Act shall be worded as follows:

" As from the entry into force of the provisions of this Law concerning the Stock Exchanges, the incorporation of new issues into the fungibility system governed by Decree 1128/1974 of 25 April 1974 will be of a nature exceptional. Such a system of fungibility shall be deemed to be extinguished and the newly issued securities which have been incorporated in the same in the abovementioned terms shall be transformed into account as soon as possible, as soon as they are The new systems for recording and managing annotated values are available. The government shall regulate the conversion of the remaining securities into account, by repealing the abovementioned provision no later than 31 December 1992. '

Article eighteenth.

Article 2. of Law 211/1964 of 24 December on the regulation of the issuance of obligations by companies that have not adopted the form of anonymous persons, associations or other legal persons and the formation of the union of obligationists, it is worded as follows:

" Emissions of debentures or other negotiable securities issued en masse and their cancellation, as well as the appointment and termination of the Commissioner and the statutes of the bondholders ' union shall be entered in the open sheet to the Issuing entity in the Mercantile Register.

If the obligations are represented by securities, one of the matrices of the issued will be deposited in the Commercial Register, the other being held by the issuing company. "

Article nineteenth.

Article 31 (4) of the recast text of the Urban Leases Act, adopted by Decree of 24 December 1964, is worded as follows:

"It shall not be deemed to have caused the transfer in cases of transformation, merger or division of commercial companies, but the lessor shall be entitled to raise the rent as if the transfer had occurred."

ADDITIONAL DISPOSITION

Non-compliance with the obligations laid down in Article 24 of the Code of Commerce shall prescribe at six months and those falling within Articles 47 and 110 (f) of the Companies Act to the three years.

TRANSIENT PROVISIONS

First.

As of the publication of this Law in the Official Gazette of the State, there will be no written consent to the constitution of public limited liability companies, limited liability or liability for actions that have a capital figure. The social capital must be less than legally established for these social forms, nor any deed of modification of the social capital that will leave it below these figures.

Second.

The provisions of the scriptures and statutes of public limited liability company, limited liability company and company in comandita by actions that oppose the provisions of this Law will be without effect from their entry into

Third.

1. Before 30 June 1992, limited liability companies, limited liability companies and shares, must adapt their statutes or their social deed to the provisions of this Law. if they are in contradiction with their precepts.

2. Public limited liability companies which have a capital of less than 10 million pesetas shall, within the period referred to in the preceding paragraph, have effectively increased their capital up to at least that figure or are to be converted into a collective, limited or limited liability company. Limited liability companies which have a capital of less than five hundred thousand pesetas shall, within the same period, increase their capital up to that figure, at least, or be converted.

3. By way of derogation from the foregoing paragraph, the joint-stock companies referred to in Law 15/1986 of 25 April, formed prior to the publication of this Law in the "Official Gazette of the State", whose social capital is Four million pesetas will be less than four years in order to increase their share capital up to that figure. Those who have made the adjustment within that period shall have a new period expiring on 31 December 1996 in order to increase their capital to the figure of 10 million pesetas. To the sole effect of compliance with the above mentioned deadlines, the working public limited companies may, for a single time and subject to the authorization of the Ministry of Labour and Social Security, increase the share capital with a full or partial charge amounts which had been allocated in previous years to the special reserve fund governed by Article 17 of Law 15/1986. of 25 April.

4. After the periods referred to in the preceding three subparagraphs, the measures provided for therein have not been adopted and registered. the administrators and, where appropriate, the liquidators shall respond personally and jointly and jointly with each other and with the society of 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 Registrar shall forward to the Ministry of Justice the relationship of the companies which have not made the adaptation, and must have done so or, having made it, incomplete.

4. Failure to comply with the provisions of these transitional provisions shall be subject to a penalty, after examination 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 the amount of five hundred thousand pesetas in the case of non-submission of the re-election agreement or the cessation of the administrators who came to the office for a period of more than five years, and with a fine of 5 million pesetas for the case of non-adaptation of their statutes or social deed to the provisions of the Law, without prejudice to the substantive effects of the lack of accommodation.

Fifth.

1. 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 companies shall be that of article 58 of the Law on the Legal Regime of the Companies Anonymous, in the the wording given by this Law, whatever 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.

2. In order to adapt the scriptures of limited liability companies, it will be sufficient for them to vote in favour of adaptation half of the share capital, whatever the system of constitution and proportion of partners and capital required by the social writing.

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 public limited liability company, limited liability or share of shares that would not have been (a) the 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, public limited liability companies have not filed in the Commercial Register the deed or deed in which they have the agreement to increase the share capital 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's office of the seats corresponding to the Dissolved society. Notwithstanding the cancellation, the personal and solidarity responsibility of administrators, managers, directors-general and liquidators for the debts contracted or that are contracted on behalf of the company will remain. In the same way, the companies of limited liability which have not presented in the Commercial Register before December 31, 1995 the deed or the scriptures in which the agreement to increase the social capital have not been presented up to the legal minimum, the total subscription of the social units and the full disbursement of the shares or the writing of transformation into a collective society or simple comandataria.

Seventh.

Before June 30, 1992, the Savings Banks, the Mutual and Insurance Cooperatives and the Social Security Mutual Funds will be registered with the Commercial Registry in whose constituency they are located. The registration shall be carried out by virtue of public deed granted by the holder of the chairmanship of the body of the entity, specifically proxy for the effect, in which the date of the foundation, the name and the name of the institution shall be recorded. the names or names of the founders, the statutes in force and the name or title, the domicile and the nationality of those who are part of the administrative body and the control body, if any, with the the date of the appointment of each of its members. Once the entity has been registered, it shall be registered in the form that it is determined to regulate.

Eighth.

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. The same exemption shall apply to acts and documents which are legally necessary for the registration of the persons required to register under the provisions of this Law and which are not in accordance with the provisions of this Law. previous legislation.

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 result 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 subjects required to do so under the provisions of this Law.

Ninth.

The company's own or dominant shares owned by the company at the time of entry into force of this Law, in so far as they infringe the provisions of the Law on Limited Companies, will have to be completed within the time limit. of one year. In the case where this obligation is omitted, the second paragraph of Article 42.a shall apply.

REPEAL PROVISION

Repealed:

1. The second paragraph of Article 117 and Articles 123, 158 to 168 and 238 of the Trade Code.

2. Law 83/1968 of 5 December 1968 laying down special rules for the merger of public limited liability companies in cases where the scheme of concerted action has been granted or granted tax benefits.

3. The first paragraph of Article 2 and the first and sixth paragraphs of Article 15 of Law 76/1980 of 26 December on tax arrangements for mergers of undertakings.

4. The first paragraph of Article 12 of the Law of 17 July 1953 on the Legal Regime of Limited Liability Societies.

5. The second paragraph of the fourth paragraph of Article 1 of Law 39/1975 of 31 October on Letrates advisers to the board of directors of commercial companies.

FINAL PROVISIONS

First.

1. The Government is authorized to produce and approve, within one year of the publication of this Law in the "Official State Gazette", by means of a legislative decree, a recast text of the Law of Companies, to which it is incorporate, with express authorisation to regularise, clarify and harmonise the legal texts which are the subject of recasting, the provisions in force on that social type and those contained in this Law.

2. In the recast text the Government will divide the Law into how many chapters and sections it has as convenient, while you can put epigrapits to each of the articles, adapt the references in them contained to other articles, chapters and sections or to other provisions, to number paragraphs or paragraphs thereof, as well as to replace references to the "Official State Gazette" by the mention of the "Official Gazette of the Commercial Register".

3. In the recast text the Government may alter the succession of the chapters, sections and articles of the Laws to be recast, as well as fractionate the articles and alter the order of their paragraphs or paragraphs.

4. The Government is authorised to produce and approve a recast text of the Limited Liability Societies Act in the same terms.

Second.

The ship and aircraft books so far in the Mercantile Records will constitute independent records and continue to be governed by the rules referred to them, until the Land Registry is established. Mobiliaria, in which the current Movable Mortgage and Prenda Records without Displacement and the books of ships and aircraft will be unified, and will be provided to the proper regulation, for which the corresponding Government is granted authorization.

Third.

1. This Law shall enter into force on 1 January 1990.

2. The obligation to audit the annual accounts shall start to apply for the accounts in those social exercises, the closing date of which is 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.

3. The obligation to draw up the consolidated accounts of the groups of companies and to submit them to audit shall start for the accounts of those social exercises whose closing date is after 31 December 1990.

4. Paragraph 5 of the additional provision of the Law on Limited Companies referred to in Article 10 of this Law, as well as the seventeenth article of this Law shall enter into force on the day following that of the publication of this Law. in the "Official State Gazette".

Fourth.

The government within six months, following the publication of this Law, will approve a new Regulation of the Commercial Registry.

Fifth.

The Government is authorised to issue the provisions that are accurate for the proper implementation and enforcement of this Law.

Therefore,

I command all Spaniards, individuals and authorities, to keep and keep this Law.

Palma de Mallorca, 25 July 1989.

JOHN CARLOS R.

The President of the Government,

FELIPE GONZÁLEZ MARQUEZ