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Royal Legislative Decree 4/2015, October 23, Whereby Approving The Consolidated Text Of The Law Of The Stock Market.

Original Language Title: Real Decreto Legislativo 4/2015, de 23 de octubre, por el que se aprueba el texto refundido de la Ley del Mercado de Valores.

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TEXT

Law 20/2014, of October 29, by which the power to issue various recast texts is delegated to the Government, pursuant to the provisions of Articles 82 et seq. of the Spanish Constitution, authorizes the Government, in Article 1 (a) to adopt a recast text of the Law 24/1988 of 28 July of the Stock Market. This authorization, which is granted for a period of 12 months, will affect the rules with a range of law which would have changed the Law 24/1988 of 28 July, as well as those which, affecting their material scope, may, if necessary, be enacted before the approval of this real legislative decree; and it will also involve integration in the text itself, duly regularised, clarified and systematised, of a number of legal provisions relating to the securities markets.

Law 24/1988, of July 28, has been since the date of its approval the normative pillar on which the functioning of the Spanish stock market rests. In fact, its many changes have been the faithful reflection of the evolution which, over the years, has experienced the stock market and which have its origin in various factors, such as the increasing complexity and dynamism associated with the Banking and financial systems, which require a constant effort to adapt the regulatory system to the reality of the markets; the profound process of internationalisation of the securities rules carried out in recent years, especially The European internal market is an intense one and, of course, the need to respond to the consequences. of the recent financial and economic crisis, which required the credit and financial management of the necessary powers and powers to deal with a new and demanding scenario.

This is why, after a few years of extensive change in the legal system, it is now necessary to take the necessary steps to strengthen the clarity and coherence of the rules applicable to the securities market, to reduce its fractionation and strengthening its systematic, making it a better instrument for both the use of the regulator and the actors involved every day in the commercial traffic; being aware that this will result in a better and more agile the functioning of the financial markets and greater legal certainty. This recast text continues with the efforts already made by the legislator, among other rules, with Law 10/2014, of June 26, of ordination, supervision and solvency of credit institutions and with the Law 20/2015, of July 14, management, supervision and solvency of insurance and reinsurance entities, to simplify, clarify and harmonise the regulatory package applicable to financial markets.

This recast text has been prepared by integrating a set of law-based standards relating to the securities markets, which have been duly regularised, clarified and systematized in accordance with the provided for in Law 20/2014 of 29 October, and in particular in accordance with the criteria set out below.

In the first place, the more than forty modifications operated in the Law 24/1988, of July 28, of the Stock Market since its approval have been incorporated. Particular attention should be given to the amendments introduced by Law 47/2007 of 19 December, which incorporated into the Spanish legal system a number of European Directives, and in particular Directive 2004 /39/EC of the European Parliament and of the European Parliament. Council of 21 April 2004 on the markets for financial instruments, also known as MIFID, and which represented a genuine revolution in the design of a European harmonised securities market.

Second, following the mandate of the legislator, another set of legal provisions on the subject have been incorporated into the recast text. In particular, it is the third and fourteenth additional provisions and the first, second, fifth and sixth transitional provisions of Law 37/1998 of 16 November of the reform of Law 24/1988 of 28 July of the Stock Market; the Additional provisions of Law 41/1999 of 12 November 1999 on payment systems and securities settlement; the first, second, third and fourth provisions and the first, second and sixth transitional provisions of the Law 44/2002, of 22 November, of Measures of Reform of the Financial System; the additional provision third of Law 26/2003, of 17 July, amending the Law 24/1988, of July 28, of the Market of Securities, and the recast of the Law of Companies Anonymous, approved by the Royal Legislative Decree 1564/1989, of December 22; the Additional provision of Law 6/2007, of 12 April, of reform of Law 24/1988, of 28 July, of the Stock Market; the first, second and fourth provisions of Law 32/2011 of 4 October, amending Law 24/1988, of 28 July, of the Securities Market; the additional third provision of Law 9/2012, of 14 November, of the restructuring and resolution of credit institutions; the transitional provision of Law 5/2015 of 27 April 2015 on the promotion of business financing and the sixth and seventh transitional provisions of Law 11/2015 of 18 June 2015, recovery and resolution of credit institutions and investment firms.

As a result, certain adjustments have been made to the structure of the text by modifying the numbering of the articles and, therefore, of the referrals and concordance between them, the fact that the taken advantage of, under the legislative delegation, to improve the systematic text and to adjust some disagreements.

Without prejudice to the fact that this recast text complies with the objectives of systematization and unification of the normative block of the securities markets, the adaptation of the regulations will have to be addressed over the next few months. Spain, a series of standards adopted at European level, such as Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse, to be implemented on 3 July 2016; and, in particular, the new MIFID2 regulation replacing the aforementioned MIFID, which is composed of the Parliament's Directive 2014 /65/EU European and Council of 15 May 2014 on the markets for financial instruments and amending Directive 2002/92/EC and Directive 2011 /61/EU and Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 December 2014 on the markets for financial instruments May 2014, on the markets for financial instruments and amending Regulation (EU) No 648/2012, rules which will bring about substantial changes in the regime of financial instruments or the new regulation on financial instruments trading venues.

In any case, this recasting work allows the preparation of the securities market regulations for these imminent reforms, anticipating future modifications and creating a text that facilitates the work of the legislator in the the time for the transposition of European standards. With the introduction of new chapters and articles and compliance with the regulatory technical guidelines, a more permeable regulatory structure has been created for the incorporation of European law.

In its virtue, on the proposal of the Minister of Economy and Competitiveness, in agreement with the Council of State and after deliberation of the Council of Ministers at its meeting on October 23, 2015,

DISPONGO:

Single item. Approval of the recast text of the Securities Market Act.

The recast text of the Securities Market Act is approved, incorporating the content of the following provisions:

a) Law 24/1988, of July 28, of the Securities Market.

(b) The third and fourteenth additional provisions and the first, second, fifth and sixth transitional provisions of Law 37/1998 of 16 November of the reform of Law 24/1988 of 28 July of the Stock Market.

(c) The additional third provision of Law 41/1999 of 12 November on payment and securities settlement systems.

(d) The first, second, third and fourth, and first, second and sixth transitional provisions of Law 44/2002, of 22 November, of Financial System Reform Measures.

e) The additional third provision of Law 26/2003, of July 17, amending Law 24/1988, of July 28, of the Stock Market, and the recast text of the Law of Companies, approved by the Royal Decree Legislative 1564/1989 of 22 December.

(f) The additional provision of Law 6/2007, of 12 April, of reform of Law 24/1988, of 28 July, of the Stock Market.

(g) The first, second and fourth final provisions of Law 32/2011 of 4 October 2011 amending Law 24/1988 of 28 July of the Stock Market.

(h) The additional third provision of Law 9/2012 of 14 November 2012 for the restructuring and resolution of credit institutions.

i) The ninth transitional provision of Law 5/2015, of 27 April, to promote business financing

(j) The sixth and seventh transitional provisions of Law 11/2015 of 18 June 2015 on the recovery and resolution of credit institutions and investment firms.

Single additional disposition. Regulatory referrals.

1. The regulatory references made in other provisions to the Law 24/1988 of 28 July of the Stock Market shall be construed as being made to the corresponding precepts of the recast text which is adopted.

2. In order to facilitate the implementation of this recast text, it will be published on the website of the General Secretariat of the Treasury and Financial Policy (www.tesoro.es), with purely informative effects, a correlation table with the Provisions of Law 24/1988 of 28 July 1988 on the Securities Market. This publication will be made within 15 days of publication in the "Official State Gazette" of this royal legislative decree.

Single repeal provision. Regulatory repeal.

The following provisions are repealed:

a) The Law 24/1988, of July 28, of the Stock Market.

(b) The third and fourteenth additional provisions and the first, second, fifth and sixth transitional provisions of Law 37/1998 of 16 November of the reform of Law 24/1988 of 28 July of the Stock Market.

(c) The additional third provision of Law 41/1999 of 12 November on payment and securities settlement systems.

(d) The first, second, third and fourth, and first, second and sixth transitional provisions of Law 44/2002, of 22 November, of Financial System Reform Measures.

e) The additional third provision of Law 26/2003, of July 17, amending Law 24/1988, of July 28, of the Stock Market, and the recast text of the Law of Companies, approved by the Royal Decree Legislative 1564/1989 of 22 December.

(f) The additional provision of Law 6/2007, of 12 April, of reform of Law 24/1988, of 28 July, of the Stock Market.

(g) The first, second and fourth final provisions of Law 32/2011 of 4 October 2011 amending Law 24/1988 of 28 July of the Stock Market.

(h) The additional third provision of Law 9/2012 of 14 November 2012 for the restructuring and resolution of credit institutions.

i) The ninth transitional provision of Law 5/2015, of 27 April, to promote business financing.

(j) The sixth and seventh transitional provisions of Law 11/2015 of 18 June 2015 on the recovery and resolution of credit institutions and investment firms.

Single end disposition. Entry into force.

This royal legislative decree and the recast text it approves will enter into force on the twentieth day of its publication in the "Official State Gazette".

However, paragraph 2 of the single additional provision of this royal legislative decree shall enter into force on the day following that of its publication in the "Official Gazette of the State".

Given in Oviedo, on October 23, 2015.

FELIPE R.

The Minister of Economy and Competitiveness,

LUIS DE GUINDOS JURADO

SECURITIES MARKET LAW RECAST

INDEX

Title I. General Provisions.

Chapter I. Scope of the law.

Article 1. Object.

Article 2. Financial Instruments.

Article 3. Other provisions on financial instruments.

Article 4. Scope of application.

Article 5. Group of Societies.

Chapter II. Of the marketable securities represented by means of account annotations.

Article 6. Representation of the values.

Article 7. Document of the issue.

Article 8. Entities in charge of the accounting record.

Article 9. System of record and tenure of values.

Article 10. Constitution of the values represented by means of annotations in account.

Article 11. Transmission.

Article 12. Constitution of limited real rights and other charges.

Article 13. Legitimate registration and subsequent tract.

Article 14. Certificates of legitimation.

Article 15. Transfer of values and rule of the prorrata.

Title II. National Securities Market Commission.

Chapter I. General Provisions.

Article 16. Nature and legal status.

Article 17. Functions of the National Securities Market Commission.

Article 18. Personnel serving the National Securities Market Commission.

Article 19. Budget and economic and financial control.

Article 20. Internal regime of the National Securities and Control Market Commission.

Article 21. Regulatory capacity of the National Securities Market Commission.

Article 22. Remedies against provisions and resolutions of the National Securities Market Commission.

Chapter II. Organization.

Article 23. The Board of the National Securities Market Commission.

Article 24. Powers of the Board of the National Securities Market Commission.

Article 25. Duties of the President and the Vice President of the National Securities Market Commission.

Article 26. The Executive Committee of the National Securities Market Commission.

Article 27. Mandate of the President, Vice-President and Directors.

Article 28. Eesc of the President, the Vice-President and the Directors.

Article 29. System of incompatibilities.

Article 30. The Advisory Committee of the National Securities Market Commission.

Article 31. Report of the Advisory Committee.

Article 32. Economic resources of the National Securities Market Commission.

Title III. Primary stock market.

Chapter I. General provisions.

Article 33. Freedom of issue.

Article 34. Obligation to publish information leaflet.

Article 35. Public offering for sale or subscription of securities.

Article 36. Information requirements for admission to trading on an official secondary market.

Article 37. Contents of the prospectus.

Article 38. Liability of the prospectus.

Article 39. Cross-border validity of the prospectus.

Article 40. Preventive measures.

Chapter II. Bond issues or other securities that recognise or create debt.

Article 41. Exemption from requirements.

Article 42. Scope of application of the bondholders ' union.

Title IV. Official secondary stock markets.

Chapter I. General provisions.

Article 43. Definition.

Article 44. Authorization.

Article 45. Requirements for obtaining authorization.

Article 46. Conditions of exercise.

Article 47. Appointment of directors and directors.

Article 48. Holdings in companies that manage official secondary markets or regulated markets outside Spain.

Article 49. Revocation of the authorization.

Article 50. Replacement of the governing company.

Chapter II. Of the official secondary markets in particular

Article 51. Official secondary markets of the Autonomous Community.

Section 1. Of Stock Exchanges.

Article 52. Creation.

Article 53. Object.

Article 54. Governing society.

Article 55. Members.

Article 56. Stock Pipeline System.

Article 57. The Society of Bags.

Article 58. Transactions on the Stock Exchange.

Section 2 of the Public Debt Market in annotations.

Article 59. Object.

Article 60. Governing body.

Article 61. Members.

Article 62. Registering the values.

Article 63. Managing entities.

Section 3 of the Future Official Secondary Markets and options represented by annotations in account.

Article 64. Creation.

Article 65. Object.

Article 66. Members.

Article 67. Governing society.

Article 68. Rules of Procedure.

Chapter III. Participation in official secondary markets.

Article 69. Members of the official secondary markets.

Article 70. Remote access.

Article 71. Operations of the members of an employed person.

Article 72. Members ' own account operations.

Article 73. Management of conflicts of interest of members of official secondary markets.

Article 74. Members ' rates.

Article 75. Development of member activity.

Chapter IV. Trading and trading on an official secondary market.

Article 76. Admission to trading on an official secondary market.

Article 77. Specialties in admission to trading on an official secondary market from a multilateral trading system.

Article 78. Additional rules established by the markets for the admission of financial instruments to trading.

Article 79. Obligations in the area of market abuse.

Article 80. Suspension of trading of financial instruments.

Article 81. Exclusion from negotiation.

Article 82. Exclusion from voluntary bargaining.

Article 83. Operations.

Article 84. Securities Loan.

Chapter V. Transparency in trading and communication of operations.

Article 85. Transparency requirements.

Article 86. Pre-negotiation transparency requirements.

Article 87. Post-negotiation transparency requirements.

Article 88. Access to the information.

Article 89. Duty of communication of operations to the National Securities Market Commission.

Article 90. Communication procedure.

Article 91. Content of the communication.

Article 92. Conservation of information and forwarding.

Chapter VI. Clearing, settlement and registration of securities and post-contracting infrastructure.

Article 93. Compensation scheme, settlement and securities registration.

Article 94. Settlement of transactions.

Article 95. Settlement of rights or obligations of economic content associated with securities.

Article 96. Guarantees aimed at mitigating the risk of liquidation.

Article 97. Legal status and authorisation of central securities depositories.

Article 98. Requirements, obligations, powers and functions of central securities depositories.

Article 99. Participation in central securities depositories.

Article 100. Memory and budget of central securities depositories.

Article 101. Internal rules of central securities depositories.

Article 102. Rules applicable in the case of a contest of a participating institution in a central securities depository.

Article 103. Legal regime and authorisation of central counterparties.

Article 104. Requirements, obligations, powers and functions of central counterparties.

Article 105. Participation in central counterparties.

Article 106. The central counterparty's memory and budget.

Article 107. Social statutes and rules of procedure of central counterparties.

Article 108. Organizational requirements.

Article 109. Members of the central counterparties.

Article 110. Applicable rules in case of non-compliance or contest.

Article 111. Choice of clearing and settlement system or central counterparty.

Article 112. Right to designate a settlement system.

Article 113. Access to central counterparties, clearing and settlement systems.

Article 114. Information system for the supervision of trading, clearing, settlement and registration of marketable securities.

Article 115. Obligations of the central securities depository in relation to the information system.

Article 116. Legal status of other actors in relation to the information system.

Article 117. Monitoring and control of the proper functioning of the trading, clearing, settlement and securities registration systems.

Chapter VII. Obligations for periodic reporting by issuers.

Article 118. Annual report and audit report.

Article 119. Half-yearly financial reports.

Article 120. Interim management statement.

Article 121. Non-fastening assumptions.

Article 122. Other provisions.

Article 123. Other reporting obligations.

Article 124. Liability of issuers.

Chapter VIII. Reporting obligations on significant holdings and self-portfolio.

Article 125. Obligations of the shareholder and holders of other securities and financial instruments.

Article 126. Obligations of the issuer in relation to the self-portfolio.

Article 127. Preventive measures.

Chapter IX. Of the public takeover bids.

Article 128. Mandatory procurement public offering.

Article 129. Scope of application.

Article 130. Equitable price.

Article 131. Control of society.

Article 132. Consequences of non-compliance with the formulation of public procurement.

Article 133. Other provisions.

Article 134. Obligations of the administrative and management bodies.

Article 135. Neutralization measures.

Article 136. Forcible buyers.

Article 137. Voluntary takeover bids.

Title V. Investment services companies.

Chapter I. General provisions.

Article 138. Concept of an investment services company.

Article 139. Non-application assumptions.

Article 140. Investment services and activities.

Article 141. Ancillary services.

Article 142. Other provisions on investment services and ancillary services.

Article 143. Classes of investment services companies.

Article 144. Reservation of activity and denomination.

Article 145. Other entities authorised to provide investment services.

Article 146. Agents of investment services companies.

Article 147. Enrollment in the agent log.

Article 148. Electronic procurement.

Chapter II. Authorization, registration, suspension and revocation.

Article 149. Authorization.

Article 150. Record.

Article 151. Authorisation of investment services companies controlled by other companies.

Article 152. General authorization requirements

Article 153. Specific requirements for authorization.

Article 154. Expiration of the authorization.

Article 155. Refusal of authorization.

Article 156. Statutory amendments.

Article 157. Modification of the authorised investment services.

Article 158. Appointment of new management and management positions.

Article 159. Structural modifications.

Article 160. Revocation of the authorization.

Article 161. Procedure for revoking the authorization.

Article 162. Suspension of the authorization.

Article 163. Legitimization to request the contest declaration.

Chapter III. Branches and freedom to provide services.

Article 164. Cross-border action of Spanish investment firms in the Member States of the European Union.

Article 165. Opening of branches in Member States of the European Union.

Article 166. Freedom to provide services in Member States of the European Union.

Article 167. Cross-border action of Spanish investment services firms in non-EU Member States.

Article 168. Investment firms authorised in another Member State of the European Union.

Article 169. Procedure for opening and closing branches in Spain.

Article 170. Supervision of branches in Spain

Article 171. Freedom to provide services in Spain.

Article 172. Preventive measures.

Article 173. Investment firms authorised in non-Member States of the European Union.

Chapter IV. Significant shareholdings.

Article 174. Significant shareholdings.

Article 175. Duty of notification.

Article 176. Evaluation of the proposed acquisition.

Article 177. Collaboration between supervisory authorities.

Article 178. Effects of non-compliance with obligations.

Article 179. Reduction of significant shareholdings.

Article 180. Preventive measures.

Article 181. Shareholder structure communication.

Chapter V. Suitability, corporate governance and reporting requirements.

Article 182. Eligibility requirements.

Article 183. Selection and evaluation of board members, directors-general and assimilated.

Article 184. Regime of incompatibilities and limitations.

Article 185. Corporate governance rules.

Article 186. Committee on appointments.

Article 187. Exceptions to the nomination committee.

Article 188. Obligations in respect of remuneration.

Article 189. Derogations from obligations in respect of remuneration.

Chapter VI. Systems, procedures and management mechanisms.

Article 190. Financial requirements.

Article 191. Information on solvency.

Article 192. Annual report of investment services companies.

Article 193. Internal organization requirements.

Article 194. Risk management and risk committee.

Article 195. Conflicts of interest.

Article 196. Combined requirement of capital buffers.

Article 197. Notification of violations.

Title VI. Investment Guarantee Fund.

Article 198. Investment Guarantee Fund.

Article 199. Accession.

Article 200. Exclusion.

Article 201. Execution of the guarantees.

Title VII. Rules of conduct.

Chapter I. Rules of conduct applicable to those who provide investment services.

Section 1. Required Subject and Customer Classification.

Article 202. Bound subjects.

Article 203. Client classes.

Article 204. Retail customers.

Article 205. Professional clients.

Article 206. Request for treatment as a professional client.

Article 207. Operations with eligible counterparts.

Section 2. Performance and Information Duties.

Article 208. Obligation of diligence and transparency.

Article 209. General duty of information.

Article 210. Guidance and warnings on the risks associated with financial instruments and investment strategies.

Article 211. Duty of information about the service provided.

Article 212. General duty of the entities to know their clients.

Article 213. Assessment of suitability.

Article 214. Assessment of convenience.

Article 215. Updated record of customers evaluated and products not appropriate.

Article 216. Exemption from the analysis of convenience.

Article 217. Non-complex financial instruments.

Article 218. Record of contracts.

Article 219. Investment services as part of a financial product.

Article 220. Compliance with the reporting obligations in the case of the provision of services by another investment firm.

Section 3. Managing and executing client orders.

Article 221. Obligations relating to the management and execution of orders.

Article 222. Duty to report on the policy of execution of orders.

Article 223. Specific assumptions of execution of the orders.

Article 224. Monitoring the order execution policy by entities.

Chapter II. Market abuse.

Article 225. Bound subjects.

Article 226. Insider information.

Article 227. Obligations and prohibitions for those who have inside information.

Article 228. Relevant information, required to disseminate it and publicity.

Article 229. Obligations of institutions providing investment services in relation to inside information.

Article 230. Obligations of issuers of securities in relation to inside information.

Article 231. Prohibited conduct in relation to the free formation of prices.

Article 232. Communication of suspicious operations.

Title VIII. Regime of supervision, inspection and sanction.

Chapter I. General provisions.

Article 233. Scope of supervision, inspection and sanction.

Article 234. Supervisory and inspection powers.

Article 235. Collaboration of external agents in the monitoring and inspection functions.

Article 236. Collaboration obligations with the National Securities Market Commission.

Article 237. Publication of relevant information.

Article 238. Public records in relation to stock markets.

Article 239. Claims services.

Article 240. Advertising.

Article 241. Accounting reporting obligations.

Chapter II. Cooperation with other authorities.

Article 242. Cooperation with other national supervisory authorities.

Article 243. Request for prior report and information.

Article 244. Cooperation with other supervisory authorities of the European Union.

Article 245. Exchange of information.

Article 246. Prior consultation with other competent authorities of the European Union.

Article 247. Cooperation with the competent authorities of non-EU Member States.

Article 248. Professional secrecy.

Article 249. Refusal to cooperate or exchange of information.

Article 250. Cooperation with the judicial authorities.

Article 251. Cooperation in the field of prudential supervision of investment firms.

Article 252. Cooperation on the supervision of official secondary markets.

Article 253. Cooperation in matters of Directive 2004 /39/EC.

Article 254. Cooperation in the field of market abuse.

Article 255. Cooperation in the field of clearing, settlement and securities registration systems.

Chapter III. Prudential supervision.

Article 256. Monitor program.

Article 257. Stress tests.

Article 258. Consolidation obligations.

Article 259. Prudential supervision of investment firms and their consolidable groups.

Article 260. Prudential supervision measures.

Article 261. Additional own resources requirements.

Article 262. Supervision of mixed financial holding companies and mixed portfolio companies.

Article 263. Supervision of investment services companies of non-EU Member States.

Article 264. Branch designation requests as significant.

Article 265. Relationships with other supervisors in the area of supervision on a consolidated basis.

Article 266. Colleges of supervisors.

Article 267. Joint decisions.

Article 268. Disclosure obligations of the National Securities Market Commission.

Article 269. Information obligations of the National Securities Market Commission in urgent situations.

Article 270. Development of guides in supervisory matters.

Chapter IV. General provisions on infringements and penalties.

Article 271. General issues.

Article 272. Criminal prejudiciality.

Article 273. Rules for the opening, instruction and sanction.

Article 274. Legislation applicable to the sanctioning procedure.

Article 275. Enforcement, registration and advertising of sanctions.

Article 276. Waiver of penalties.

Chapter V. Very serious infractions.

Article 277. Responsible subjects.

Article 278. Infringements for non-compliance with the activity reserve and the obligation to obtain required authorisations.

Article 279. Breaches of the obligations required for the proper functioning of the primary stock market and the trading of financial instruments on secondary stock markets.

Article 280. Infringements relating to the takeover bid.

Article 281. Infringements relating to the clearing and settlement systems and the registration of securities.

Article 282. Infringements for non-compliance with the transparency and integrity of the market obligations.

Article 283. Infringements for non-compliance with internal organisation measures and due prudential requirements.

Article 284. Breaches of the obligation to provide information and protection to the investor.

Article 285. Infringements for failure to comply with the measures taken by the National Securities Market Commission in the exercise of its supervisory, inspection and control powers and for the reiteration of serious infringements.

Article 286. Breaches of breaches of Regulation (EU) No 236/2012 of 14 March.

Article 287. Breaches of breaches of Regulation (EU) No 648/2012 of 4 July 2012.

Article 288. Breaches of breaches of Regulation (EU) No 909/2014 of 23 July 2014.

Article 289. Infringements relating to credit rating agencies and to significant holdings.

Chapter VI. Serious and minor infractions.

Article 290. Responsible subjects.

Article 291. Infringements for non-compliance with the activity reserve and the obligation to obtain required authorisations.

Article 292. Breaches of the obligations required for the proper functioning of the primary stock market and the trading of financial instruments on secondary stock markets.

Article 293. Infringements relating to the takeover bid.

Article 294. Infringements relating to the clearing and settlement systems and the registration of securities.

Article 295. Infringements for non-compliance with the transparency and integrity of the market obligations.

Article 296. Infringements for non-compliance with internal organisation measures and due prudential requirements.

Article 297. Infringements for failure to comply with the measures taken by the National Securities Market Commission in the exercise of its supervisory, inspection and control powers and for the reiteration of serious infringements.

Article 298. Breaches of breaches of European Union Regulations.

Article 299. Infringements relating to credit rating agencies and to significant holdings.

Article 300. Minor infractions.

Chapter VII. Limitation of the infringements.

Article 301. Limitation of the infringements.

Chapter VIII Sanctions.

Article 302. Penalties for very serious infringements.

Article 303. Penalties for serious infringements.

Article 304. Advertisement of the sanctions.

Article 305. Penalties for minor infractions.

Article 306. Supplemental penalty for very serious violations to those who exercise management or management positions.

Article 307. Supplementary penalty for serious infringements to those who exercise management or management positions.

Article 308. Publicity of the additional sanctions.

Article 309. Penalties for infringements relating to obligations of the consolidable groups of investment firms and financial conglomerates.

Article 310. Determining criteria for penalties.

Article 311. Intervention or replacement measures.

Article 312. Requirement for the suspected person responsible for minor infractions.

Article 313. Information and notification of administrative infringements and penalties.

Title IX. Tax Regime for Securities Operations.

Article 314. Exemption from Value Added Tax and Tax on Proprietary Transmissions and Legal Acts.

Article 315. Obligation of communication to the Tax Administration.

Article 316. Tax exemptions.

Title X. Other trading systems: multilateral trading systems and systematic internalization.

Chapter I. Multilateral trading systems

Article 317. Definition.

Article 318. Creation.

Article 319. Governing entities.

Article 320. Operating Regulation.

Article 321. Reporting obligations.

Article 322. Rules of conduct and market abuse.

Article 323. Reporting obligations

Article 324. Monitoring compliance with the rules of multilateral trading systems and other legal obligations.

Article 325. Transparency requirements.

Article 326. Pre-negotiation transparency requirements.

Article 327. Post-negotiation transparency requirements.

Article 328. Central counterparties and clearing and settlement agreements.

Article 329. Remote access to multilateral trading systems.

Chapter II. Common provisions for official secondary markets and multilateral trading systems.

Article 330. Preventive measures.

Chapter III. Systematic internalization.

Article 331. Scope of application.

Article 332. Reporting obligations.

Article 333. Execution of orders.

Article 334. Treatment of clients.

Additional disposition first. Interbank deposit market.

Additional provision second. Legal regime for the emissions of the Basque Country Councils.

Additional provision third. Legal regime for allowances other than financial instruments

Additional provision fourth. Marketing to retailers of preferred shares, convertible debt instruments and subordinated finance as own resources.

Additional provision fifth. Restrictions on the temporary financial investments of non-profit entities.

Additional provision sixth. The Company for the Management of the Systems of Registration, Compensation and Settlement of Securities and the owning companies of central counterparties, central securities depositaries and Spanish official secondary markets.

Additional provision seventh. Annual corporate governance report in listed entities without the form of a public limited liability company.

Additional disposition octave. Obligations relating to the remuneration of companies whose shares are admitted to trading on an official secondary market.

Additional provision ninth. Deadline for resolving and reporting sanctioning procedures.

Additional provision 10th. Supervisory memory and internal control body of the Banco de España.

Additional provision eleventh. Oversight of the audit committee of public interest entities.

First transient disposition. Scheme for certain increases in participation in a listed company.

Second transient disposition. Participative quotas of savings banks and participative quotas of association of the Spanish Confederation of Savings Banks.

Transitional provision third. Adaptation to the developments of Directive 2013 /50/EU of the European Parliament and of the Council of 22 October 2013.

Transitional disposition fourth. New system of clearing, settlement and registration of securities and application of Regulation (EU) No 909/2014 of the European Parliament and of the Council of 23 July 2014 on the improvement of securities settlement in the European Union and the central securities depositaries and amending Directives 98 /26/EC and 2014 /65/EU and Regulation (EU) No 236/2012.

Transient disposition fifth. Transitional arrangements for companies whose shares are being traded exclusively in a multilateral trading system, which reach a market capitalisation of more than EUR 500 million.

Transitional disposition sixth. General Plan of Viability.

Transitional disposition seventh. Collaboration Agreement between the National Securities Market Commission and the Banco de España.

Transient disposition octave. The market for public debt in annotations.

transient disposition ninth. Autonomous services for clearing and settlement of securities.

Transient disposition tenth. Regulatory references.

Final disposition first. Competence title.

Final disposition second. Faculty of development.

TITLE I

General Provisions

CHAPTER I

Scope of the Law

Article 1. Object.

This law aims to regulate the Spanish systems of negotiation, settlement and registration of financial instruments, establishing to this end the principles of their organization and operation, the rules relating to the financial instruments to be negotiated and the issuers of those instruments, the provision in Spain of investment services and the establishment of the supervisory, inspection and sanction regime.

Article 2. Financial Instruments.

The following financial instruments fall within the scope of this law:

1. Marketable securities issued by persons or entities, public or private, and grouped in emissions. Any right of patrimonial content, whatever its name, may be regarded as a negotiable value, which, due to its own legal configuration and transmission system, is susceptible to widespread and impersonal traffic in a financial market.

In any case, marketable securities shall be considered for the purposes of this law:

(a) Company shares and marketable securities equivalent to shares, as well as any other type of marketable securities which entitles them to acquire shares or securities equivalent to the shares, by their conversion or for the exercise of the rights they confer.

b) Cedulas and internationalisation bonds.

(c) Bonds, bonds and other similar securities, representative of part of a loan, including convertible or exchangeable.

(d) Cards, bonds and mortgage units.

e) The securitisation bonds.

(f) The shares and shares of collective investment institutions, as well as those of the risk capital and collective investment entities of a closed type.

(g) Monetary market instruments with the understanding of the categories of instruments commonly traded on the money market such as Treasury bills, certificates of deposit and promissory notes, unless they are In particular, the instruments for payment resulting from commercial transactions that do not involve the collection of repayable funds are excluded.

h) Preferred shareholdings.

i) Territorial cedulas.

(j) "warrants" and other derivative securities conferring the right to acquire or sell any other negotiable value, or which entitle to a determined cash settlement by reference, inter alia, to securities marketable, foreign exchange, interest rate or income, commodities, credit risk or other indices or measures.

k) Others to whom the laws or regulations attribute the condition of negotiable value.

2. Options contracts, futures, swaps, forward interest rate agreements and other derivative financial instruments contracts related to securities, currencies, interest rates or yields, or other derivative financial instruments, indices financial measures or financial measures that may be settled in kind or in cash.

3. Options contracts, futures, swaps, forward interest rate agreements and other derivative financial instruments contracts related to commodities that are to be settled in cash or that can be settled in cash at the request of a of the parties for reasons other than non-compliance or any other event leading to termination of the contract.

4. Options contracts, futures, swaps and other derivative financial instruments contracts related to commodities that may be settled in kind, provided that they are traded on a regulated market or multilateral trading system.

5. Options contracts, futures, swaps, forward interest rate agreements and other derivative financial instruments contracts related to commodities that may be settled by physical delivery not mentioned in the paragraph this Article and not intended for commercial purposes, which present the characteristics of other derivative financial instruments, taking into account, inter alia, whether they are settled through recognised clearing houses or are the object of regular adjustment of the margin of guarantee.

6. Derivative financial instruments for the transfer of credit risk.

7. Financial contracts for differences.

8. Options contracts, futures, swaps, forward interest rate agreements and other derivative financial instruments contracts related to climate variables, transport charges, emission authorisations or types of inflation or other official economic statistics, which are to be settled in cash or which can be settled in cash at the choice of one of the parties for reasons other than non-compliance or other assumption leading to the termination of the contract, as well as any another derivative financial instrument contract related to assets, rights, obligations, indices and measures not mentioned in the previous paragraphs of this Article, which present the characteristics of other derivative financial instruments, taking into account, inter alia, whether they are traded on a regulated market or Multilateral trading arrangements are settled through recognised clearing houses or are subject to regular adjustment of the margin of guarantee.

9. The Government may amend the list of financial instruments set out in this Article 2 in order to adapt it to the amendments to be made to European Union legislation.

Article 3. Other provisions on financial instruments.

1. Financial instruments other than marketable securities shall apply to them, with the adjustments which, where appropriate, are necessary, the rules laid down in this law for marketable securities.

2. Article 2 (5) and (8) shall apply in accordance with Articles 38 and 39 of Commission Regulation (EC) No 1287/2006 of 10 August 2006 implementing Directive 2004 /39/EC of the European Parliament and of the European Parliament and of the Council of the European Parliament and of the Council and the Council, as regards the obligations of investment firms to keep a register, information on transactions, market transparency, admission to trading of financial instruments, and defined terms for purposes of that Directive.

Article 4. Scope of application.

The provisions of this law shall apply to all financial instruments whose issuance, trading or marketing takes place on the national territory.

Article 5. Group of Societies.

For the purposes of this law, the definition of a group of companies as set out in Article 42 of the Trade Code shall be included.

CHAPTER II

Negotiable values represented by annotations in account

Article 6. Representation of the values.

1. Marketable securities may be represented by means of notes on account or by means of securities. The chosen mode of representation shall apply to all values integrated in the same emission.

2. Securities admitted to trading on official secondary markets or in multilateral trading systems shall be necessarily represented by taking into account.

As an exception to the provisions of the previous paragraph, the necessary specialties will be established so that foreign securities represented by securities can be traded on secondary markets. (a) official or multilateral trading systems and be registered with the central securities depositaries established in Spain.

3. Both the representation of values by means of annotations, and the representation by means of titles will be reversible. The reversion of the representation by means of annotations in account of securities will require the prior authorization of the National Securities Market Commission, in terms that are regulated. The step to the account-taking system may be made as the holders are giving their consent to the transformation.

4. The conditions shall be laid down for the securities to be represented by means of a consolidated account for the purposes of clearing and settlement operations.

Article 7. Document of the issue.

1. The representation of securities by means of an account shall require the establishment by the issuing entity of a document containing the information necessary for the identification of the values integrated in the issue.

In the case of participatory values, the document will be raised to public writing and may be the writing of the issue.

In the case of non-equity securities, the increase in public deed of the issuance document will be a potestative one. This document may be replaced by any of the following documents that will become a document consideration for the issue:

(a) The information leaflet approved and registered by the National Securities Market Commission, in accordance with the provisions of this law.

(b) The publication of the characteristics of the issue in the corresponding official gazette, in the case of the debt issues of the State or the Autonomous Communities, as well as in those other cases in which it is located set.

(c) The certification issued by the persons empowered in accordance with the current regulations, in the case of emissions that will be subject to admission to negotiation in a multilateral negotiation system established in Spain, the provisions of Article 41.4.

Equity securities and marketable securities equivalent to shares shall be understood as equity securities, as well as any other type of marketable securities which entitles them to acquire shares or securities equivalent to the shares. actions, for their conversion or for the exercise of the rights they confer, provided that those securities are issued by the issuer of the underlying shares or by an entity belonging to the issuer group.

2. The issuing entity shall deposit a copy of the issuance document and its modifications to the entity in charge of the accounting record and to the National Securities Market Commission. In the case of securities admitted to trading on an official secondary market or in a multilateral trading system, a copy shall also be deposited with its governing body.

3. The issuing entity and the accounting officer shall have at all times available to the holders and to the general public a copy of the said document.

4. The content of the values represented by means of account annotations will be determined by the document of the issue.

5. The drawing up of the issuance document for financial instruments which are traded on official secondary markets for futures and options or on other assumptions, and with the conditions which, where appropriate, are determined, shall not be required. regulentarily.

Article 8. Entities in charge of the accounting record.

1. The carrying out of the accounting record of the securities represented by means of account entries for an issue shall be attributed to a single entity which shall ensure the integrity of the accounting record.

2. In the case of securities not admitted to trading on official secondary markets or in multilateral trading systems, that entity shall be freely designated by the broadcaster between the investment services companies and the credit authorised to carry out the activity referred to in Article 141.a). The designation must be entered in the Register of the National Securities Market Commission provided for in Article 238, as a prerequisite for the commencement of the accounting record. Central securities depositaries may also assume such a function in accordance with the requirements laid down in the applicable regulations and in their regulations.

3. In the case of securities admitted to trading on official secondary markets or in multilateral trading systems, the entity in charge of the holding of the securities accounting register shall be the central depositary of designated securities. which shall exercise such a function together with its participating entities.

4. The entities referred to in this Article shall respond to those who are harmed by the lack of practice of the corresponding entries, by the inaccuracies and delays in them and, in general, by the non-compliance. or by negligence of their legal obligations. The compensation of damage caused, as far as possible, shall be made in kind.

Article 9. System of record and tenure of values.

1. Any central securities depository providing services in Spain shall adopt a registration system consisting of a central register and the detailed records by the entities participating in that system.

2. The central registry shall be in charge of the central securities depository and shall recognise each participating entity that requests the following account types:

a) One or more own accounts in which the securities balances whose ownership corresponds to the participating entity shall be entered.

(b) One or more general third-party accounts in which the securities balances corresponding to the clients of the participating entity, or to the clients of a third entity entrusted to it by the participating entity, shall be entered on a global basis. the requesting entity custody and the record of details of the securities of such clients.

(c) One or more individual accounts in which securities balances corresponding to those clients of participating entities that request the holding of such accounts in the registry shall be entered in a segregated manner. central.

3. Each participating entity with general third-party accounts shall keep a record of detail, in which it shall be reflected to which clients account for the stocks of securities entered in those accounts in the central register.

4. The Government shall develop, in relation to the various entities entrusted with the conduct of the accounting records and the different types of securities, admitted or not to trading on official secondary markets or in multilateral systems (a) the rules governing the organisation and operation of the relevant registers, the legal status of the different accounts of qualifying securities, the guarantees and other requirements which are required for them, the identification and control of the values represented by account, as well as the relationships of those entities with the issuers and their intervention in the administration of securities. The conditions and assumptions in which the central securities depositories may be authorised to carry out the direct holding of client securities accounts in the central register may be determined.

Article 10. Constitution of the values represented by means of annotations in account.

1. The securities represented by means of account entries shall be constituted as such by virtue of their registration in the corresponding register of the entity in charge of the accounting register and shall be subject to the provisions of this chapter.

2. Subscribers of securities represented by means of account entries shall have the right to be engaged in their favour, free of charge, the corresponding entries.

Article 11. Transmission.

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

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

3. The third party acquiring securities represented by means of annotations on account of a person who, according to the seats of the accounting register, appears entitled to transmit them shall not be subject to claim, unless he is in the the time of the acquisition has been in bad faith or with serious fault.

4. The issuing institution may oppose, in the case of the acquirer of good faith of securities represented by means of account entries, the exceptions arising from the registration in relation to the document of the issue referred to in Article 7 and If the values had been represented by means of titles, it would have been possible.

5. The subscription or transfer of securities shall only require the intervention of a public purse for its validity if, when it is not admitted to trading on an official secondary market, it is represented by bearer securities and such subscription. or a transfer is not carried out with the participation or mediation of a securities company or agency or a credit institution.

Article 12. Constitution of limited real rights and other charges.

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

2. The establishment of the charge shall be enforceable against third parties from the time when the registration has been entered into.

Article 13. Legitimate registration and subsequent tract.

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

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

3. For the transmission and the exercise of the rights corresponding to the holder, the prior registration in his favor shall be required.

Article 14. Certificates of legitimation.

1. The legitimation for the transmission and for the exercise of the rights deriving from the values represented by means of account entries may be credited by the display of certificates that will be timely issued by the institutions. in charge of the accounting records, in accordance with their own seats.

2. These certificates shall not confer more rights than those relating to legitimation. The acts of disposition that are subject to the certificates shall be null.

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

4. Entities in charge of accounting records and members of the securities markets shall not be able to carry out transmissions or levies or to carry out the corresponding registration if the available certificate has not previously returned the certificates. issued in their favour. The refund obligation falls when the certificate has become private of value.

Article 15. Transfer of values and rule of the prorrata.

1. Declared the contest of an entity in charge of the holding of the securities register represented by an account or a participating entity in the registration system, the holders of securities entered in those records shall enjoy the the right of separation in respect of the securities entered in his favour and may be exercised by him requesting his transfer to another entity, without prejudice to Articles 102.2 and 193.2.e).

2. For the purposes of this Article, the Judge of the contest and the organs of the insolvency administration shall ensure that the rights arising from transactions in the course of liquidation are held at the time of the declaration of the contest of any of the entities referred to in the preceding paragraph, taking into account the rules of the corresponding clearing, settlement and registration system.

3. Central securities depositaries and other entities entrusted with the conduct of the securities registry represented by an account shall ensure the integrity of the securities issues. Registration systems managed by central securities depositaries shall provide sufficient guarantees for the absence of any neglect between the central register and the detailed records. To this end, in addition to the provisions of this law, the supervision mechanisms by the central securities depositories and the control systems of their participating entities will be established, in addition to the situations in which the possible incidents will have to be notified to the supervisory authorities, as well as the mechanisms and time limits for the resolution of such incidents.

4. In any case, and without prejudice to the provisions of the previous paragraph, when the stock balances with the same ISIN (International Securities Identification Number) identification code are recorded in the general accounts of the third parties of a participating institution in the central register are not sufficient to fully satisfy the rights of the holders of the securities with the same ISIN identification code entered in the detail record held by that participating entity shall distribute the balance noted in that set of general accounts of third parties on a pro rata basis according to the rights of the holders entered in the detail register. The injured holders shall have a credit claim against the institution participating in the non-delivered securities.

5. Where there are limited real rights or other types of charges on securities, and without prejudice to the covenants between the guarantor and the collateral beneficiary, once the pro rata rule is applied, such charges shall be construed as constituting on the result of the pro rata and the claims against the participating institution which, where appropriate, exist on the part not satisfied in securities.

TITLE II

National Securities Market Commission

CHAPTER I

General Provisions

Article 16. Nature and legal status.

1. The National Securities Market Commission is an entity of public law, with its own legal personality and full public and private capacity, which shall be governed by the provisions of this law and the provisions that supplement or develop it.

2. In the exercise of its public functions, and in the absence of the provisions of this law and the rules that supplement or develop it, the National Securities Market Commission shall act in accordance with the provisions of Law 39/2015 of 1 October 2015. Legal status of the Public Sector, and Law 40/2015 of 1 October of Common Administrative Procedure of Public Administrations.

3. The contracts concluded by the National Securities Market Commission shall be in accordance with the provisions of the recast of the Law on Public Sector Contracts approved by the Royal Legislative Decree 3/2011 of 14 November.

4. The Commission shall also be governed by those provisions which apply to it under Law 47/2003 of 26 November, General Budget.

5. The Commission's property acquisitions shall be subject to private law without any exception.

6. The Government and the Ministry of Economy and Competitiveness will exercise in respect of the National Securities Market Commission the powers conferred on them by this law, with strict respect for their scope of autonomy.

Article 17. Functions of the National Securities Market Commission.

1. The National Securities Market Commission is the competent body for the supervision and inspection of the securities markets and the activity of how many natural and legal persons are involved in the traffic of the securities, the exercise on the powers of the sanctioning authority and the other functions attributed to it in this law.

2. The National Securities Market Commission will ensure the transparency of the securities markets, the correct formation of prices in the securities markets and the protection of investors, promoting the dissemination of information that is necessary for ensure the achievement of those purposes.

3. The National Securities Market Commission shall advise the Government and the Ministry of Economy and Competitiveness and, where appropriate, the equivalent bodies of the Autonomous Communities in matters relating to the securities markets, at the request of the same or on its own initiative. It may also raise those proposals on measures or provisions relating to the securities markets it deems necessary. It shall develop and publicise an annual report reflecting its performance and the overall situation of the stock markets.

4. The National Securities Market Commission will annually raise the Economic and Competitiveness Committee of the Congress of Deputies, a report on the development of its activities and on the situation of organized financial markets. The Chairman of the National Securities Market Commission will appear before the cited Congressional Commission to account for such a report, as well as how many times it is required to do so.

The report referred to in the preceding paragraph shall include a report on the supervisory function performed by the National Securities Market Commission in relation to its actions and procedures carried out in this field, and information on the effectiveness and efficiency of such procedures and actions can be inferred. This memory will include a report of the internal control body on the adequacy of the decisions taken by the governing bodies of the National Securities Market Commission to the procedural rules applicable in each case. This memory must be approved by the Council of the National Securities Market Commission and will be forwarded to the General Courts and the Government of the Nation.

Article 18. Personnel serving the National Securities Market Commission.

1. The staff who serve on the National Securities Market Commission will be bound by it for a relationship subject to labour law rules. The selection of such staff, with the exception of those who are of a managerial nature, shall be made by public notice and in accordance with systems based on the principles of equality, merit and capacity.

2. The National Securities Market Commission shall decide on the timing of the call for staff selection processes to cover the vacancies of the template approved in the institution's operating and capital budget, These are the exception of the Public Employment Offer.

3. The staff of the National Securities Market Commission will be subject to Law 53/1984, of December 26, of Incompatibilities of Personnel to the Service of Public Administrations.

4. The staff of the National Securities Market Commission shall be required to notify, in accordance with the rules of procedure of the National Securities Market Commission, the transactions it carries out in the securities markets. values, either directly or by means of person. This same provision shall determine the limitations to which such personnel shall be subject to the acquisition, sale or availability of such securities.

Article 19. Budget and economic and financial control.

1. The National Securities Market Commission will produce a preliminary draft budget annually, with the structure indicated by the Ministry of Finance and Public Administrations, and will forward it to the Government and the Government further referral to the General Cortes, which is part of the General Budget of the State. The changes in the budget of the National Securities Market Commission shall be authorized by the Minister of Finance and Public Administrations, when their amount does not exceed 5 percent of the amount, and by the Government, in the other cases.

2. The economic and financial control of the National Securities Market Commission will be carried out exclusively through periodic checks or audit procedures, in charge of the General Intervention of the State Administration, without prejudice to the functions of the Court of Auditors.

Article 20. Internal regime of the National Securities and Control Market Commission.

1. The Council of the National Securities Market Commission shall adopt the Rules of Procedure governing the rules of procedure in which it shall be established:

a) The organic structure of the Commission.

b) The distribution of competencies between the various bodies.

c) Internal operating procedures.

(d) The specific regime applicable to staff when it ceases to provide services in this case, without prejudice, in this case, to the provisions of Article 18.3 and Article 29 in respect of incompatibilities.

e) The procedures for the entry of staff, in accordance with the principles set out in Article 18.

f) As well as how many issues relating to the operation and performance of the National Securities Market Commission are necessary in accordance with the provisions of this law.

2. The National Securities Market Commission shall have an internal control body whose functional dependency and reporting capacity shall be governed by the principles of impartiality, objectivity and avoid the production of conflicts of interest.

Article 21. Regulatory capacity of the National Securities Market Commission.

1. The National Securities Market Commission, for the proper exercise of the powers conferred upon it by this law, may dictate the provisions requiring the development and execution of the rules contained in the actual decrees approved by the law. Government or on the orders of the Minister of Economy and Competitiveness, provided that these provisions enable him to express himself for this purpose.

2. The provisions laid down by the National Securities Market Commission, as referred to in the previous paragraph, shall be drawn up by the latter, prior to the appropriate technical and legal reports of the competent services thereof. Such provisions shall be given the name of Circulars, shall be approved by the Council of the Commission, shall not have effect until they are published in the "Official Gazette of the State" and shall enter into force in accordance with the provisions of Article 2.1. of the Civil Code.

3. The National Securities Market Commission may develop technical guidance to supervised entities and groups, indicating the criteria, practices, methodologies or procedures it considers appropriate for regulatory compliance. It is applicable to them. These guidelines, which must be made public, may include the criteria that the National Securities Market Commission will follow in the exercise of its supervisory activities. The National Securities Market Commission may require the supervised entities and groups to provide an explanation of the reasons why, where appropriate, they would have been separated from such criteria, practices, methodologies or procedures.

4. The National Securities Market Commission may make its own, and transmit as such to the entities and groups, as well as develop, supplement or adapt the guides that, on these issues, approve the international organizations or committees assets in the regulation and supervision of the securities market.

Article 22. Remedies against provisions and resolutions of the National Securities Market Commission.

1. The provisions and resolutions issued by the National Securities Market Commission in the exercise of the administrative powers conferred upon it in this law shall put an end to the administrative road and shall be used on the road administrative-litigation.

2. However, they are excepted from the rule provided for in the previous paragraph:

(a) Resolutions which give effect to sanctions, the regime of which shall be as provided for in Article 273.

(b) Resolutions that dictate the intervention and replacement of administrators, the regime of which shall be as provided for in Article 311.

CHAPTER II

Organization

Article 23. The Board of the National Securities Market Commission.

1. The National Securities Market Commission shall be governed by a Council, which shall be responsible for the exercise of all the powers assigned to it by the Law and those conferred upon it by the Government or the Minister of Economy and Competitiveness in Development. regulatory of the same.

2. The Board of the National Securities Market Commission shall be composed of:

(a) A President and a Vice-President, to be appointed by the Government, on a proposal from the Minister of Economy and Competitiveness, among persons of recognised competence in matters relating to the stock market.

b) The Secretary General of the Treasury and Financial Policy and the Deputy Governor of the Bank of Spain, who will have the character of National Directors.

(c) Three Directors, appointed by the Minister of Economy and Competitiveness among persons of recognised competence in matters related to the stock market.

3. He shall act as Secretary, with a voice but without a vote, the person whom the Council designates among those who serve in the Commission.

Article 24. Powers of the Board of the National Securities Market Commission.

1. In the framework of the tasks conferred on the National Securities Market Commission by Article 17 and for the exercise of the powers conferred on the Council by Article 23, the Council of the National Securities Market Commission shall have the following faculties:

(a) Approve the Circulars referred to in Article 21.

(b) Approve the Rules of Procedure of the National Securities Market Commission referred to in Article 20.

c) Approve the Commission's preliminary draft budget.

d) Constituency of the Executive Committee, as regulated in Article 26.

e) Nominating the management positions of the National Securities Market Commission, on a proposal from its Chairman.

f) Approve the annual reports referred to in Article 17.

g) Approve or propose all those matters that are legally applicable to you.

2. Within three months of the holding of any member of the Council, the Council shall, in extraordinary session, confirm, amend or revoke, in an express manner, each and every one of its delegations of powers in the President and Vice President or Executive Committee.

Article 25. Duties of the President and the Vice President of the National Securities Market Commission.

1. The Chairman of the National Securities Market Commission shall perform the following functions:

a) Ostend the legal representation of the Commission.

b) Agree to the convening of the ordinary and extraordinary sessions of the Council and the Executive Committee of the National Securities Market Commission.

c) To direct and coordinate the activities of all the governing bodies of the National Securities Market Commission.

d) Dispose expenses and order payments from the Commission.

e) Celebrate the contracts and agreements of the National Securities Market Commission.

f) To perform the top leadership of all Commission staff.

g) Exercise the powers that the Council expressly delegates to it.

h) Exercise the other functions attributed to you by the current legal order.

2. The Vice President of the National Securities Market Commission will have the following powers:

a) Replace the President in the cases of vacancy, absence or illness.

b) Chair of the Advisory Committee of the National Securities Market Commission referred to in Article 30.

c) Forming part, as Vice President, of the Executive Committee of the National Securities Market Commission.

d) Exercise the functions that the President or the Council delegates to him.

3. In cases of vacancy, absence or illness, the Vice-President shall be replaced by that Counsellor of those provided for in Article 23.2.c) of this law, with greater seniority in office and, at the same age, by the oldest.

Article 26. The Executive Committee of the National Securities Market Commission.

1. The Executive Board shall be composed of the President, the Vice-President and the Directors provided for in Article 23.2.c. He will be Secretary of the Executive Committee, with a voice and no vote, the Secretary of the Council of the National Securities Market Commission.

2. The Executive Committee shall be responsible:

(a) Prepare and study the issues to be submitted to the Board of the National Securities Market Commission.

b) To study, report and deliberate on the issues to be considered by the President.

(c) Coordinate the actions of the different management bodies of the Commission, without prejudice to the powers that correspond to the President.

(d) To approve, in the sphere of private law, the property acquisitions of the Commission and to dispose of its assets.

(e) to resolve the administrative authorities assigned to it by delegation of the Council, as well as to exercise those powers that the Council expressly delegates to it.

Article 27. Mandate of the President, Vice-President and Directors.

1. The term of office of the President, the Vice-President and the Directors referred to in Article 23.2.c shall be four years, at the end of which it may be renewed for one time.

2. If, for the duration of his term of office, the term of office of the President, the Vice-President or any of the members referred to in Article 23 (2) (c) is terminated, his successor shall cease at the end of the term of office of his predecessor. Where the latter ceases to occur before a year has elapsed since the appointment, the limit laid down in the last subparagraph of the preceding paragraph shall not apply, and the term of office may be renewed twice.

Article 28. Eesc of the President, the Vice-President and the Directors.

1. The President and the Vice-President shall cease to be responsible for the following:

a) Expiration from the term of your command.

b) Renunciation accepted by the Government.

c) Separation agreed upon by the Government for serious non-compliance with its obligations, permanent incapacity for the exercise of its function, incompatibility with or conviction for intentional crime, subject to the instruction of a file by the Ministry of Economy and Competitiveness.

2. The same causes of cessation shall apply to the members referred to in Article 23.2.c), with the responsibility of accepting the waiver or agreeing to the separation of the Minister for Economic Competitiveness.

Article 29. System of incompatibilities.

1. The President, the Vice President and the Directors of the National Securities Market Commission will be subject to the regime of incompatibilities of the High Charges of Administration.

2. When they cease in office and during the two years thereafter, they will not be able to exercise any professional activity related to the Stock Market. The economic compensation they will receive under that limitation will be determined.

Article 30. The Advisory Committee of the National Securities Market Commission.

1. The Advisory Committee of the National Securities Market Commission is the advisory body of its Board.

2. The Advisory Committee shall be chaired by the Vice-President of the Commission, who shall not have a vote in relation to his reports, the number of his advisers and the form of his appointment being determined by him.

3. Members shall be appointed on behalf of the market infrastructure, the issuers, investors, credit institutions, insurance and reinsurance undertakings, the professional groups designated by the Commission. National Securities and Exchange Commission and the Investment Guarantee Fund, plus another representative appointed by each of the Autonomous Communities with competence in the field of securities markets in the territory of which there is a secondary market official.

Article 31. Report of the Advisory Committee.

1. The Advisory Committee of the National Securities Market Commission will report on how many issues are raised by the Council.

2. The report of the Advisory Committee shall be mandatory in relation to:

(a) The provisions of the National Securities Market Commission referred to in Article 21.

(b) the authorisation, revocation and corporate transactions of investment firms and other persons or entities acting under Article 145.2, where this is established in a regulatory manner; taking into account its economic and legal significance.

(c) The authorisation and revocation of branches of investment services companies of countries not members of the European Union, and the remaining subjects of the Securities Market, where this is established by law, the economic and legal relevance of such subjects.

3. Without prejudice to its status as an advisory body to the Council of the National Securities Market Commission, the Advisory Committee shall inform the draft general provisions on matters directly related to the market of securities. securities sent to it by the Government or by the Ministry of Economy and Competitiveness with the aim of making the principle of the hearing of the sectors concerned effective in the procedure for drawing up administrative provisions.

Article 32. Economic resources of the National Securities Market Commission.

1. The initial equity of the National Securities Market Commission shall be comprised of an initial endowment of EUR 3,005,060,52.

2. The resources of the National Securities Market Commission will be integrated by:

(a) The assets and values that constitute the equity and the products and income of the equity.

(b) The fees you receive for the performance of your activities or the provision of your services.

c) Transfers that, from the State Budget, are carried out by the Ministry of Economy and Competitiveness.

3. The benefits of each financial year may be allocated to:

a) Cover losses from previous exercises.

b) Create necessary reserves for the financing of investments that the National Securities Market Commission must carry out for the proper fulfilment of the objectives set out in Article 17.

c) Create the reserves that ensure the availability of a suitable maneuver fund to your operational needs.

(d) Your incorporation as an income of the State of the financial year in which the annual accounts for the financial year have been approved.

4. Together with the annual accounts for the financial year, the Council of the National Securities Market Commission will raise the proposal for the distribution of the result for the approval of the government, along with a supporting report that with this proposal the needs referred to in points (a), (b) and (c) of the previous paragraph are duly covered.

TITLE III

Primary stock market

CHAPTER I

General provisions

Article 33. Freedom of issue.

1. Securities issues shall not require prior administrative authorisation and for their placement any appropriate technique at the choice of the issuer may be used.

2. By way of derogation from the preceding paragraph, the issuer shall be validly constituted in accordance with the law of the country in which it is domiciled and shall be operating in accordance with its articles of incorporation and statutes or equivalent documents.

Additionally, the securities must respect the legal regime to which they are subject and, in cases where the issuer is required to draw up a prospectus, the placement must conform to the conditions set out in it.

3. Values shall be freely transmissible.

Article 34. Obligation to publish information leaflet.

1. Prior registration and publication of an information leaflet approved by the National Securities Market Commission will be mandatory for:

a) The realization of a public offering of sale or subscription of securities.

b) Admission to securities trading on an official secondary market.

2. By way of derogation from the preceding paragraph, the exceptions to the obligation to publish a prospectus in public tenders for the sale or subscription, depending on the nature of the issuer or the securities, of the amount of the of the offer or the nature or number of the investors to which they are intended, as well as the adjustments to the requirements laid down in the regulation of the admissions necessary for the public tenders.

3. A public offering for the sale or subscription of securities not excepted from the obligation to publish an information prospectus shall be subject to all the rules governing the admission to trading of securities on regulated markets contained in this Title, with the adaptations and exceptions which are to be determined. For these purposes, it shall be taken into account that public tenders for the sale or subscription of securities may not be applied to Article 33.3.

Article 35. Public offering for sale or subscription of securities.

1. A public offering for sale or subscription of securities is any communication to persons in any form or by any means that provides sufficient information on the terms of the offer and the securities on offer, so as to permit a investor to decide on the acquisition or subscription of these values.

2. The obligation to publish a prospectus shall not apply to any of the following types of offers, which, consequently for the purposes of this law, shall not be considered as a public offering:

a) An offer of securities aimed exclusively at qualified investors.

(b) An offer of securities addressed to less than 150 natural or legal persons by a Member State, without including qualified investors.

(c) An offer of securities to investors who acquire securities for a minimum amount of EUR 100,000 per investor for each separate offer.

(d) An offer of securities whose nominal unit value is at least EUR 100,000.

e) An offer of securities for a total amount in the European Union of less than EUR 5,000,000, which shall be calculated over a period of 12 months.

3. In the case of affixing of emissions referred to in points (b), (c), (d) and (e) of the previous paragraph, which are addressed to the general public using any form of advertising communication, an entity authorised to provide investment services for the purposes of the marketing of the securities issued. This obligation shall not apply to the exercise of the proper activity of the duly authorised participatory financing platforms.

Article 36. Information requirements for admission to trading on an official secondary market.

1. Admission to trading of securities on an official secondary market shall not require prior administrative authorisation. However, it shall be subject to prior compliance with the following requirements:

(a) The contribution and registration in the National Securities Market Commission of documents that credit the issuer and the securities to the legal regime applicable to them.

(b) The contribution and registration in the National Securities Market Commission of the issuer's financial statements prepared and audited in accordance with the law applicable to that issuer. The number of exercises to be understood by the financial statements shall be determined.

(c) The contribution, approval and registration in the National Securities Market Commission of an information leaflet, as well as its publication.

2. In the case of non-equity securities issued by the State, the Autonomous Communities and local authorities, compliance with the above requirements shall not be necessary. However, these issuers may draw up the information leaflet in accordance with the provisions of this Chapter. This prospectus shall have cross-border validity in accordance with the provisions of Article 39.

3. In addition, the Government may exempt in whole or in part from the fulfilment of the requirements laid down in Article 33 and in paragraph 1 above, the admission to trading of certain securities on the basis of the nature of the issuer or the securities, the amount of the admission or the nature or the number of the investors to whom they are intended. Where exceptions are based on the nature of the investor, additional requirements may be required to ensure their correct identification.

4. The procedure for the admission of securities to trading on official secondary markets should make it easier for securities to be traded in a correct, orderly and efficient manner. The procedure shall be regulated and the conditions to be fulfilled for the approval of the information leaflet by the National Securities Market Commission and for its publication shall be determined. The lack of an express resolution of the National Securities Market Commission on the prospectus during the time limit to be regulated shall be of a non-estimatory nature.

5. The advertising relating to admission to trading on a regulated market shall be in accordance with Article 240.

Article 37. Contents of the prospectus.

1. The prospectus shall contain the information relating to the issuer and the securities to be admitted to trading on an official secondary market.

Taking into account the specific nature of the issuer and the securities, the information in the prospectus should enable investors to make an assessment, with sufficient information, of assets and liabilities, the financial situation, profits and losses, as well as the prospects of the issuer, and eventually the guarantor, and the rights inherent in such securities.

This information will be easily analyzed and understandable.

2. The prospectus must be subscribed by person with the power to bind the issuer of the securities.

3. Except for admission to trading of non-equity securities whose nominal unit value is equal to or greater than EUR 100,000, the prospectus shall contain a summary which, in a standardised format, in a concise form and in a non-technical language, provide key information to assist investors in determining whether or not they invest in such securities.

4. The following shall be understood as fundamental information as referred to in the previous paragraph, the essential and properly structured information to be provided to investors so that they can understand the nature and risks inherent in the issuer, the guarantor and the securities offered to them or which are to be admitted to trading on a regulated market, and which may decide on the offers of securities to be further examined.

Without prejudice to what is regulated by law, the following elements shall form part of the basic information:

(a) A brief description of the essential characteristics and risks associated with the issuer and potential guarantors, including assets, liabilities and the financial situation.

(b) A brief description of the essential characteristics and risks associated with the investment in the securities concerned, including the rights inherent in the securities.

(c) The general terms of the offer, including the estimated costs to the investor by the issuer or the offeror.

d) Information about admission to trading.

e) The reasons for the offering and the revenue destination.

5. In addition, in the summary referred to in paragraph 3, it shall be noted that:

1. º Must be read as an introduction to the brochure.

2. No decision to invest in securities should be based on the investor's consideration of the prospectus as a whole.

3. No civil liability may be required of any person solely on the basis of the summary, unless it is misleading, inaccurate or inconsistent in relation to the other parts of the prospectus, or does not provide, read together with the other parts of the prospectus, key information to assist investors in determining whether or not they invest in securities.

6. By ministerial order the content of the various types of prospectuses will be regulated and the exceptions to the obligation to include certain information will be specified, corresponding to the National Commission of the Market of Securities omission. Upon express approval, the Commission may develop or update the content of the order.

It will also be up to the Minister of Economy and Competitiveness and, with his express rating, to the National Securities Market Commission to determine the models for the various types of brochures, the documents that they must be accompanied and of the assumptions in which the information contained in the prospectus can be incorporated by reference.

Article 38. Liability of the prospectus.

1. The liability of the information contained in the prospectus shall, at least, be borne by the issuer, the offeror or the person applying for admission to trading on an official secondary market and the administrators of the former.

The following subjects will also be responsible:

a) The guarantor of the values in relation to the information to be produced.

b) The director entity with respect to the verification tasks that you perform.

(c) Those other persons who agree to take responsibility for the prospectus, provided that this is the case and those other persons not included among the previous ones who have authorized the contents of the prospectus.

The conditions governing the liability of the persons referred to in this paragraph shall be established.

2. The persons responsible for the information contained in the prospectus shall be clearly identified in the prospectus with their name and position in the case of natural persons or, in the case of legal persons, with their name and registered office. They must also state that, in their view, the information in the prospectus is in conformity with the reality and is not omitted in any event which by its nature could alter its scope.

3. In accordance with the conditions laid down in the regulations, all persons referred to in the foregoing paragraphs shall, as the case may be, be liable for all damages caused to the holders of the securities. acquired as a result of false information or the omissions of relevant data from the prospectus or document which the guarantor is required to produce.

The action to require liability shall be prescribed at three years after the claimant has been able to become aware of the falsehood or omissions in relation to the contents of the prospectus.

4. No liability may be required of persons referred to in the foregoing paragraphs on the basis of the summary or on their translation, unless it is misleading, inaccurate or inconsistent in relation to the other parts of the prospectus, or does not provide, in conjunction with the other parts of the prospectus, key information to assist investors in determining whether or not they invest in securities.

Article 39. Cross-border validity of the prospectus.

1. Without prejudice to Article 40, the prospectus approved by the National Securities Market Commission, as well as its supplements, shall be valid for admission to trading in any other Member State of the European Union, provided that the National Securities Market Commission notifies the European Securities and Markets Authority and the competent authority of each host Member State in accordance with the rules laid down in this Regulation.

2. Likewise, without prejudice to the provisions referred to in Article 40, the prospectus approved by the competent authority of the State of origin, as well as its supplements, shall be valid for admission to negotiations in Spain, provided that such authority The competent authority shall notify the European Securities and Markets Authority and the National Securities Market Commission thereof. In this case, the National Securities Market Commission shall refrain from approving such a prospectus or from performing any administrative procedure in relation to it.

3. The National Securities Market Commission will publish on its website a list of certificates of approval for brochures and their possible supplements, as well as a link, if appropriate, with the publication of these documents on the website of the website. competent authority of the Member State of the European Union of origin, or on the website of the issuer, or on the website of the regulated market.

Article 40. Preventive measures.

1. Where Spain is a host Member State, the National Securities Market Commission shall inform the competent authority of the Member State of the European Union of origin and the European Securities and Markets Authority if it finds that the issuer or the financial institutions entrusted with the public offering have committed irregularities, or if they observe violations of the issuer's obligations arising from admission to trading on an official secondary market.

2. Where, in spite of the measures taken by the competent authority of the Member State of origin of the European Union or because such measures have been inappropriate, the issuer or the financial institution in charge of the public offering persists in the violation of the appropriate laws or regulations, the National Securities Market Commission, after informing the competent authority of the home Member State and the European Securities and Markets Authority, shall adopt all relevant measures to protect investors. The National Securities Market Commission shall immediately inform the European Commission and the European Securities and Markets Authority of the measures taken.

CHAPTER II

Emissions from obligations or other securities that recognize or create debt

Article 41. Exemption from requirements.

1. The provisions of this Article shall apply to all issues of obligations or other securities which recognise or create debt issued by Spanish companies provided that:

(a) Vayan shall be subject to admission to trading on an official secondary market or subject to a public offering for sale in respect of which the drawing up of a prospectus subject to approval and registration by the Commission is required. National of the Securities Market in the terms laid down in the previous chapter, or

(b) are to be subject to admission to trading on a multilateral trading system established in Spain.

They shall be understood as falling within the preceding paragraph, provided that they comply with the provisions of the above paragraph, the issuance of bonds or other securities which recognise or create debt as provided for in Title XI of the recast of the Law of Companies of Capital, approved by the Royal Legislative Decree 1/2010 of 2 July.

They shall not have the consideration of obligations or other securities that recognize or create debt the equity securities referred to in Article 7.1, last paragraph, such as convertible bonds in shares, on condition they are issued by the issuer of the underlying shares or by an entity belonging to the issuer group.

2. No public deed shall be required for the issue of the securities referred to in this Article.

The disclosure of all acts relating to the securities issues referred to in paragraph 1.a) shall be governed by the provisions of this law and its implementing provisions.

The disclosure of all securities issues referred to in paragraph 1 (b) shall be made through the systems established for that purpose by the multilateral trading systems.

3. For the emissions referred to in paragraph 1 (a), the conditions of each issue, as well as the issuer's capacity to formalise them, where they have not been regulated by law, shall be subject to the clauses contained in the social statutes. of the issuer and shall be governed by the provisions of the emission agreement and the information leaflet.

4. For the emissions referred to in paragraph 1 (b), the conditions legally required for the issue and the characteristics of the securities shall be entered in the certificate issued by the persons empowered in accordance with the rules in force. This certification shall be deemed to be suitable for discharging the securities into account in accordance with the provisions of Article 7.

Article 42. Scope of application of the bondholders ' union.

Title XI, Chapter IV, of the recast text of the Capital Companies Act, approved by Royal Legislative Decree 1/2010 of 2 July 2010, shall apply to the issuance of obligations or other securities which it recognizes or create debt and have the status of a subscription public offering when:

(a) Your terms and conditions are governed by the Spanish legal order or by the legal order of a State that is not a member of the European Union or belonging to the Organization for Cooperation and Development Economic, and

(b) take place in Spanish territory or their admission to trading takes place in a Spanish official secondary market or in a multilateral trading system established in Spain.

TITLE IV

Official secondary markets for securities

CHAPTER I

General provisions

Article 43. Definition.

1. They are regulated markets for multilateral systems which allow the various buying and selling interests to be collected on financial instruments to give rise to contracts with respect to the financial instruments admitted to trading, and which they are authorised and operate on a regular basis, as provided for in this Chapter and in their implementing rules, subject in any case to conditions of access, admission to trading, operational procedures, information and publicity.

2. Spanish regulated markets receive the name of official secondary markets. For such purposes, the following official securities markets shall be considered as the following:

a) The Stock Exchanges.

b) The Public Debt Market in Annotations.

c) Futures and Options Markets, whatever the underlying, financial or non-financial asset type.

d) The Fixed Income Market, AIAF.

(e) Other, State-wide, which, in compliance with the requirements of paragraph 1, are authorized in the framework of the provisions of this law and of its implementing rules, as well as those, of an autonomous nature, that authorize the Autonomous Communities with competence in the field.

3. In the terms provided for in this law and in its implementing provisions, securities and other financial instruments may be traded on official secondary markets, which, by virtue of their characteristics, are eligible for this purpose.

4. The National Securities and Exchange Commission will keep the European Securities and Markets Authority and the other European Union Member States on the list of official secondary markets, as well as the European Securities and Markets Authority. any modification to the list.

Article 44. Authorization.

1. To start your activity the official secondary markets will have to obtain the authorization of the National Securities Market Commission.

2. The time limit for resolving the authorisation procedure shall be six months after the application or, where applicable, the information that completes the required documentation, has entered the register of the National Securities Market Commission. In the absence of an express decision within that period, the application shall be deemed to be rejected.

3. The National Securities Market Commission shall communicate to the Ministry of Economy and Competitiveness the opening of the authorization procedure indicating the essential elements of the file to be processed, and the completion thereof, indicating the a sense of the resolution adopted by the National Securities Market Commission.

4. The precise rules for the application of this article will be developed.

Article 45. Requirements for obtaining authorization.

1. Official secondary markets must meet the following requirements to obtain authorization:

a) Designate a governing company, which will have the form of a public limited company and whose basic functions will be the administration and management of the market as well as the supervision of its functioning.

b) Present the project of social statutes of the governing society.

c) Develop a program of activities detailing the organizational structure of the market, the financial instruments that can be negotiated in the market, and the services that the society intends to provide.

(d) that members of the governing board of the governing body and persons who are effectively directing the activities and operations of the market have a recognised commercial and professional good repute; and have adequate knowledge and experience to perform their duties.

e) That the shareholders who are to have a significant share in the market society are suitable, in accordance with the provisions of Article 182.

(f) the holding company has the minimum social capital and the minimum own resources to be established on a regulated basis, taking into account the need to ensure its orderly functioning and taking into account the nature of the and the extent of the operations performed on it and the type and degree of risk to which it is exposed.

g) Develop a draft market regulation containing at least the applicable rules for the negotiation of financial instruments, issuers, members, guarantee arrangements, classes of transactions, negotiations, rules on clearing, settlement and registration of transactions, distribution of dividends and other corporate events, market supervision and discipline and organisational measures relating, inter alia, to conflicts of interest and risk management. Provision should also be made for the consultation of issuers of financial instruments admitted to trading on the market and to market members when a substantial modification of their regulation is proposed.

2. With the exceptions that are regulated, the modification of the social statutes of the society or the regulation of the market will require the prior approval by the National Commission of the Market of Values.

3. The precise rules for the application of this article will be developed.

Article 46. Conditions of exercise.

To preserve authorization, official secondary markets must comply at all times with the requirements set out in the previous article, as well as the provisions contained in this chapter.

Article 47. Appointment of directors and directors.

1. Once the authorization to start the activity has been received, the successive appointments of members of the board of directors and of those who hold positions of management in the society will have to be approved by the National Commission of the Stock market or, where appropriate, by the Autonomous Community with competence in the field, for the purposes of verifying that the persons appointed meet the requirements of Article 152.1 (f) and (g).

2. The National Securities Market Commission shall oppose the proposed changes where there are objective and demonstrable reasons to believe that they pose a significant threat to the proper and prudent management and functioning of the market. The new appointments shall be deemed to be accepted if the National Securities Market Commission is not pronounced within three months of receipt of the communication.

Article 48. Holdings in companies that manage official secondary markets or regulated markets outside Spain.

1. Participation, either directly or indirectly, in the capital of companies which administer Spanish official secondary markets shall be subject to the system of significant participations provided for in Chapter IV of Title V for undertakings of investment services, in terms of which they are determined, in any event that such a character shall be such as to be directly or indirectly involved, at least 1% of the capital or the rights of the the vote of the company or the one which, without reaching that percentage, would allow a notable influence on the company, in terms to be determined in a regulated manner.

Without prejudice to the powers to oppose a significant participation in the terms provided for in Article 176, the National Securities Market Commission may object to the acquisition of a significant stake. in the social capital of such companies when it considers that it is necessary to ensure the proper functioning of the markets or to avoid distortions in the markets, as well as, in the case of acquirers of third States, for not giving equivalent to Spanish entities in their country of origin. The National Securities Market Commission will communicate to the Ministry of Economy and Competitiveness its opposition to the acquisition of significant participation and the reasons it is based.

2. The direct or indirect participation of companies managing Spanish official secondary markets in other companies managing regulated markets outside Spain will require prior authorisation from the National Market Commission Securities, who shall have within two months of the date on which they have been informed to, where appropriate, object to the participation. If the Commission fails to act within that period, it shall be deemed to accept the application.

Article 49. Revocation of the authorization.

1. The National Securities Market Commission may revoke the authorisation granted to an official secondary market when any of these assumptions are made:

(a) The market does not make use of the authorization within twelve months or expressly renounces it.

b) For lack of market activity during the six months prior to revocation.

c) You have obtained the authorization by using false statements or any other irregular means.

d) Stop meeting the requirements to which the authorization was granted.

e) Incurra into a very serious infringement, as provided for in Title VIII.

2. The National Securities Market Commission will communicate the revocation of the authorization to the Ministry of Economy and Competitiveness. Any revocation of an authorisation shall be notified by the National Securities Market Commission to the European Securities and Markets Authority.

3. The precise rules for the application of this article will be developed.

Article 50. Replacement of the governing company.

1. The replacement of the official secondary market governing company shall be subject to the authorisation of the National Securities Market Commission.

2. The deadline for resolving the procedure shall be three months from the date of submission of the application or from the completion of the required documentation. In the absence of an express decision within that period, the application shall be deemed to be rejected.

3. The National Securities Market Commission shall communicate to the Ministry of Economy and Competitiveness the opening of the authorization procedure indicating the essential elements of the file to be processed, and the completion thereof, indicating the a sense of the resolution adopted by the National Securities Market Commission.

CHAPTER II

From official secondary markets in particular

Article 51. Official secondary markets of the Autonomous Community.

1. In the case of markets with an autonomic scope, the authorization referred to in Article 44 shall be granted by the Autonomous Community with competence in the field.

2. With the exceptions which are laid down in regulation, the amendment of the social statutes of the company or of the market regulation will require the prior approval by the Autonomous Community with competence in the matter, in the case of markets at the regional level.

3. In the case of markets with an autonomous status, the authorization for the replacement of the governing company of an official secondary market of regional autonomy will be granted by the Autonomous Community with competence in the field.

4. The Autonomous Communities with powers in this field may lay down additional organisational measures which they deem appropriate in respect of the markets at regional level.

Section 1. Of Stock Exchanges

Article 52. Creation.

The creation of Stock Exchanges shall be the responsibility of the National Securities Market Commission, in accordance with the provisions of Article 44, except in the case of Stock Exchanges located in the territory of the Communities. Autonomous regions whose Statute of Autonomy recognizes them to the effect. In this case, the creation of Stock Exchanges shall correspond to those Autonomous Communities.

Article 53. Object.

1. Stock exchanges shall be subject to the negotiation of those categories of marketable securities and other financial instruments, as provided for in Article 2, which, by virtue of their characteristics, are eligible for this in accordance with the provisions of the market regulation as set out in Article 45.

2. Financial instruments admitted to trading on another official secondary market may be traded on the Stock Exchanges, as set out in their Rules of Procedure. In this case, provision should be made for the necessary coordination between the respective registration, clearing and settlement systems.

Article 54. Governing society.

1. Stock exchanges shall be governed and administered by a governing company, as provided for in Article 45, which shall be responsible for its internal organisation and operation, and shall be the holder of the means necessary for this, main social object.

2. The collecting societies may develop other complementary activities, although they will not have the legal status of members of the relevant Stock Exchanges and will not be able to carry out any financial intermediation activities or activities. related to Articles 140 and 141.

3. Collecting societies shall have a share capital represented by nominative shares, and must necessarily have a board of directors composed of no less than five persons and, at least, a general manager.

4. The Autonomous Communities with competence in the field and with respect to the Stock Exchanges of the Autonomous Community, will be able to establish for those the organization that they consider opportune.

Article 55. Members.

You may acquire the status of members of the Stock Exchanges of the entities that comply with the provisions of Article 69.

Article 56. Stock Pipeline System.

1. The Stock Exchanges will establish a State-wide Interconnection System, integrated through a computer network, in which the securities to be agreed by the National Securities Market Commission, among those that are previously admitted to trading on at least two Stock Exchanges, at the request of the issuing institution and after a favourable report of the Stock Exchange Company referred to in the following Article, in accordance with what is to be regulated.

2. The National Securities Market Commission may provide that the integration of a securities issue into the Securities Interconnection System implies its exclusive negotiation through it and may require, as a prerequisite, its incorporation in a central securities depository.

Article 57. The Society of Bags.

1. The management of the Securities Interconnection System shall be the responsibility of the Stock Exchange Company, which shall be constituted by the companies governing the Stock Exchanges existing at any time.

2. The Stock Exchange Company shall be the holder of the means necessary for the functioning of the System of Stock Interconnection, and responsible for it, with the consideration of its governing body, being its exclusive social object.

3. The capital of the Stock Exchange Company shall be divided equally between those governing companies, and its Board of Directors shall be composed of one representative of each Stock Exchange and one more, acting as President, elected by a majority of the they.

4. The statutes of the Society of Bags, its modifications and the appointment of the members of its Board of Directors will require the approval of the National Securities Market Commission, prior to the report of the Autonomous Communities with competence in the field.

Article 58. Transactions on the Stock Exchange.

1. Each stock exchange shall be assigned to a single Stock Exchange or, where applicable, to the Stock Interconnection System.

2. The criteria to be followed for such allocation shall be determined in the case of operations involving members of different Bags.

Section 2 of the Public Debt Market in Annotations

Article 59. Object.

1. The Public Debt Market in Annotations shall be subject to the negotiation of fixed income securities represented by account taken by the State, by the Institute of Official Credit and, at their request, by the Central Bank. European, by the National Central Banks of the European Union, by the Autonomous Communities, by multilateral development banks of which Spain is a member, by the European Investment Bank or by other public entities, in the cases of (a) to be referred to, as well as the negotiation of other financial instruments, in all previous cases in accordance with the provisions of the market regulation as set out in Article 45. In any event, the securities shall comply with the technical specifications to be established for this purpose in the Market Regulation.

2. Securities admitted to trading on this market may be traded on other official secondary markets, in terms of the relevant market rules.

Article 60. Governing body.

1. The Banco de España will have the consideration of the governing body of the Public Debt Market in Annotations.

2. The Bank of Spain shall carry out the financial service of the securities recorded when it is aware of them with the issuers and on behalf of the issuers, in the terms that are laid down in the Market Regulation.

3. The replacement of the governing body of the Public Debt Market in Annotations shall be governed by the provisions of Article 50.

4. The Public Debt Market in Annotations shall be governed by this law and its implementing rules, as well as by a Regulation, as provided for in Article 45.

5. The Autonomous Communities with powers in the field may create, regulate and organize a regional market of Public Debt in Annotations that has as its object the negotiation of fixed income securities issued by those and other entities of public law within its territorial scope.

Article 61. Members.

1. In addition to the Banco de España, entities that comply with the requirements of Article 69 of this Law may access the condition of members of the Public Debt Market in Annotations, in addition to the Banco de España, in the terms established in that article and in accordance with is set out in the Market Regulation.

2. Members of the Market may operate on their own account or on behalf of others, with or without representation, in accordance with their legal status of activities.

Article 62. Registering the values.

1. The record of the securities traded on the Public Debt Market in Annotations shall be the responsibility of the Company for the Management of the Systems of Registration, Compensation and Settlement of Securities referred to in the additional sixth provision, hereinafter: the Society of Systems, and its participating entities authorised to do so by virtue of their status as managing entities of the Public Debt Market.

2. They may be holders of account in their own name in the Public Debt Market in Annotations and maintain account as participating entities in their own name in the System Society registration system, in addition to the Banco de España, the systems and clearing and settlement bodies of official secondary markets and interbank clearing systems for the purpose of managing the collateral system, as well as those who meet the requirements set out in the market regulation.

Article 63. Managing entities.

1. In addition to the Banco de España, the members of the market may be the managing entities that meet the requirements set out in the market regulation.

2. The managing entities, in their capacity as participants in the system of registration in charge of the Society of Systems, shall keep records of the securities of those who are not holders of account in their own name in the Public Debt Market in Annotations, and will maintain in the Systems Society a global account that will constitute at all times the exact counterpart of those.

3. Where such management entities have the additional status of account holder in their own name in the Public Debt Market, the latter accounts shall be carried out in the Systems Society with total separation from the global accounts mentioned in the previous section.

4. In the terms of the regulation, the Banco de España may agree to the suspension or limitation of the activities of the market members and the management entities when they create a risk or cause a serious risk. Market disruption, for clearing and settlement procedures or, in the case of managing entities, for the legal certainty of the securities entered. These measures will be communicated by the Banco de España to the National Securities Market Commission and to the Ministry of Economy and Competitiveness, so that the Minister, if necessary, will proceed to its ratification.

5. The Bank of Spain may provide, immediately and at no cost to the investor, the transfer of the securities to third parties of other entities, declared the tender of a public debt market managing body in Annotations. gestoras. Similarly, the holders of the securities may request the transfer of the securities to another managing body. For these purposes, both the judge of the competition and the insolvency administration shall facilitate the access of the managing body to the accounting and accounting records and records necessary to make the transfer effective, the exercise of the rights of holders of securities. The existence of the insolvency proceedings shall not prevent the holders of the securities from being made to cash from the exercise of the economic rights or from their sale.

6. If, in accordance with Article 60.3, the Bank of Spain ceases to be the governing body of the market, the powers conferred on it in paragraphs 4 and 5 of this Article shall correspond to the National Market Commission Values.

Section 3. Of the official secondary markets for futures and options represented by account annotations

Article 64. Creation.

1. Official secondary markets for futures and options, at the state level, may be established, the form of which is to be taken into account.

2. It shall be the responsibility of the Minister for Economic Affairs and Competitiveness, on a proposal from the National Securities Market Commission, to authorise such establishment in accordance with Article 44.

3. In the case of markets with a regional level, the authorization of the creation of the market, as well as the other authorizations and approvals mentioned in this article will correspond to the Autonomous Community with competences in the field.

Article 65. Object.

1. The official secondary markets for futures and options shall be subject to futures, options and other derivative financial instruments, whichever is the underlying asset, as defined by the market company. The governing company shall organise the negotiation of the said contracts.

2. The market company shall ensure by means of a central counterparty, after approval by the National Securities Market Commission, the counterpart in all contracts it issues.

Article 66. Members.

1. The institutions referred to in Article 69 may be members of the official secondary markets for futures and options.

2. They may also access the membership condition, with capacity restricted exclusively to the trading, either on their own account or on behalf of entities in their group, those entities whose principal social object is the investment in markets organised and fulfil the conditions of means and solvency laid down by the market regulation referred to in Article 68.

3. In the futures and options markets with non-financial underlying, the acquisition of such a condition may be determined by other entities other than those mentioned above, provided that they meet the requirements of the specialty, professionalism and solvency.

Article 67. Governing society.

1. In the official secondary markets of futures and options, there shall be, in accordance with Article 45, a governing company in the form of a public limited liability company whose basic functions are to organise, direct and supervise the activity of the market.

2. The collecting societies shall not be able to carry out any financial intermediation activities, or the activities related to Articles 140 and 141, with the exception of the provisions of this law.

3 The modification of the social statutes of the governing company will require the prior approval by the National Securities Market Commission, in accordance with the provisions of Article 45, with the exceptions that it regulates flag.

4. The governing board shall have a board of directors with at least five members, and at least one director-general. Once the initial authorization has been received, the new appointments must be approved by the National Securities Market Commission or, where appropriate, by the Autonomous Community with competence in the matter, for the purposes of verifying that the meet the requirements of Article 152.1.f).

Article 68. Rules of Procedure.

1. The official secondary markets for futures and options, as well as governed by the rules laid down in this Law and its implementing regulations, will be governed by a specific regulation, which will have the character of the standard of management and discipline of the market. of Securities, the approval and modification of which shall be in accordance with the procedure laid down in Article 45.

2. This Regulation shall contain details of the classes of members, specifying the technical and solvency requirements to be met in relation to the various activities carried out on the market, the market own contracts, the legal relationships of the governing company and market members with customers acting on the market, the supervisory arrangements, the procurement regime, as well as any other aspects that are required to be regulated.

CHAPTER III

Participation in official secondary markets

Article 69. Members of the official secondary markets.

1. Access to the status of member of an official secondary market shall be governed by:

a) by the general rules set out in this law,

b) by the specific rules of each market established in this law and its implementing provisions, or by which, in the case of markets of an autonomous nature, are established by the Autonomous Communities with competence in the subject matter, provided that they comply with the provisions of this Title

and

(c) by the conditions of access which it provides for each market, which shall in any case be transparent, non-discriminatory and based on objective criteria.

2. They may be members of official secondary markets, the following entities:

(a) Investment service companies that are authorized to execute client orders or to negotiate on their own account.

b) Spanish credit institutions.

(c) Investment service undertakings and credit institutions authorised in other Member States of the European Union which are authorised to execute client orders or to negotiate on their own account. Access may be through any of the following mechanisms:

1. º Directly, establishing branches in Spain, in accordance with Article 169 of Title V in the case of investment firms, or in accordance with Article 12 of Law 10/2014 of 26 June 2014, management, supervision and solvency of credit institutions, in the case of credit institutions.

2. No remote members of the official secondary market, without having to be established in the Spanish State, where the trading procedures or market systems in question do not require a physical presence for performing operations.

(d) Investment service undertakings and credit institutions authorised in a State other than a Member of the European Union, provided that, in addition to the requirements set out in Title V to operate in Spain, authorisation given by the authorities of their country of origin is empowered to execute client orders or to negotiate on their own account. The National Securities Market Commission may refuse or condition the access of these entities to the Spanish markets for prudential reasons, for not giving equivalent treatment to Spanish entities in their country of origin, or for not being ensured compliance with the rules of management and discipline of the Spanish stock markets.

e) The General Administration of the State, acting through the General Secretariat of the Treasury and Financial Policy, the General Treasury of Social Security and the Bank of Spain.

(f) Those other persons who, in the opinion of the corresponding official secondary market, will take into account in particular the special functions of the market which could be met by those:

1. º are suitable,

2. have a sufficient level of competence and competence in the field of negotiation,

3. have appropriate organizational measures in place, if any, and

4. have sufficient resources for the role to be fulfilled, taking into account the various financial mechanisms that the official secondary market may have established to ensure the correct settlement of the operations.

3. The market company shall communicate to the National Securities Market Commission or to the Autonomous Community with competence in the matter in the case of official secondary markets, with the periodicity to be established. rules, the list of its members.

4. The members of the official secondary market shall comply with the obligations referred to in Articles 209 to 218 and 221 to 224 in relation to their clients when, acting on their behalf, they execute their orders in an official secondary market. However, in the case of transactions between members, on their own account and on their own behalf, they shall not be obliged to impose on each other the obligations laid down in the abovementioned Articles.

Article 70. Remote access.

1. The Spanish secondary market which intends to establish mechanisms in another Member State of the European Union for the remote access of members from that State, must communicate it to the National Securities Market Commission who, within the one month from the receipt of the communication, it shall forward it to the competent authority of that Member State and provide that information to the European Securities and Markets Authority, if requested, in accordance with the procedure and with under the conditions laid down in Article 35 of Regulation (EU) No 1095/2010 The European Parliament and the Council of 24 November 2010 establishing a European Supervisory Authority (European Securities and Markets Authority) amending Decision No 716 /2009/EC and repealing Commission Decision 2009 /77/EC. Also, at the request of the competent authority, the National Securities Market Commission shall communicate within a reasonable time the identity of the members of the official secondary market established in that State.

2. Regulated markets in other Member States of the European Union may establish in Spain appropriate mechanisms to facilitate access and remote negotiation by Spanish members, subject to a referral by the competent authority of the European Union. that Member State to the National Securities Market Commission, of the market communication. The National Securities Market Commission may also request the competent authority of the State of origin of the regulated market to refer, within a reasonable period, the identity of the members of the regulated market.

Article 71. Operations of the members of an employed person.

1. The person who holds the status of a member of an official secondary market shall be obliged to execute, on behalf of his clients, the orders he receives from them for the negotiation of securities in the relevant market.

2. However, it may make compliance with this obligation subordinate:

(a) In relation to spot transactions, to be credited by the payer with the ownership of the securities or to the same making delivery of the funds intended to pay their amount.

(b) In relation to the term transactions, to the payment by the payer of the guarantees or hedges it deems appropriate, which shall, at least, be those which, where appropriate, are established in a regulated manner.

3. In the case of an employed person, the members of the official secondary securities markets shall be liable to their clients for the delivery of the securities and for the payment of their price.

Article 72. Members ' own account operations.

The person who is a member of an official secondary market shall not be able to operate on his own account with whom he does not have that condition without it being explicitly stated, in writing, that the latter has known such a circumstance. before completing the corresponding operation.

Article 73. Management of conflicts of interest of members of official secondary markets.

1. The person who is a member of an official secondary market must show to the National Securities Market Commission those economic links and contractual relations with third parties which, in his own account or Others may provoke conflicts of interest with other clients.

2. Subject to the general criteria to be established, the National Securities Market Commission shall determine the cases and the manner in which such linkages or relationships shall be made public.

Article 74. Members ' rates.

1. Members of an official secondary market shall freely determine the remuneration they receive for their participation in the trading of securities.

2. By way of derogation from the preceding paragraph, the Government may lay down maximum remuneration for operations the amount of which does not exceed a certain amount and for those operations which are carried out in the execution of judicial decisions. The publication and communication to the National Securities Market Commission or, in the case of the Public Debt Market in annotations, to the Banco de España, of the corresponding maximum remuneration rates will be a prerequisite for their application.

Article 75. Development of member activity.

1. The Government, in order to protect the interests of investors and the smooth functioning of markets, may:

(a) Establish that the relations between members of an official secondary market with third parties concerning the negotiation of securities are formalized in written contracts, signed by the parties and with the delivery of a copy to each one of them.

(b) Dictate the precise rules to ensure that the contracts referred to in the preceding letter clearly and clearly reflect the commitments entered into by the parties and the rights of the parties. eventualities of each operation. To this end, it may determine the questions or eventualities which contracts relating to typical operations shall deal with or expressly provide for, require the use of models for them and impose some form of administrative control. on those models.

c) Regular documents proving the execution of operations on official secondary markets to be delivered to third parties by members of those markets.

d) determine the form and content of documents which, in relations between members of an official secondary market and between them and the decision-making bodies or systems of compensation and settlement of the relevant secondary market; Market, credit the various phases of securities trading.

2. The Government will be able to enable the Minister of Economy and Competitiveness to develop the rules to be set out in this article. With reference to the provisions of point (d) of the previous paragraph, this rating may be extended to the National Securities Market Commission or, in the case of the Public Debt Market in Annotations, to the Banco de España.

3. The forecasts contained in the preceding paragraphs will also apply to non-official secondary markets.

CHAPTER IV

Trading and trading on an official secondary market

Article 76. Admission to trading on an official secondary market.

1. Admission of securities to trading on official secondary markets will require prior verification by the National Securities Market Commission of compliance with the requirements and procedure laid down in this law and its rules of development. In the case of securities traded on stock exchanges, such verification shall be unique and valid for all securities exchanges. Admission to trading on each of the official secondary markets shall also require the agreement of the governing body of the relevant market, at the request of the issuer, who may request it, under his or her responsibility, once the values or the corresponding annotations.

2. The requirements and the procedure for the admission of securities to trading on official secondary securities markets, as well as the publicity to be given to admission agreements, shall be determined. The requirements may be laid down separately for the different categories of securities or markets. In the same way, the requirements and the procedure for the permanence of securities shall be determined in the event of a division of companies.

3. By way of derogation from paragraph 1, the securities issued by the State and by the Institute of Official Credit are considered to be admitted to trading on the Public Debt Market in Annotations or, where appropriate, in other markets. official secondary as determined in the issue. Securities issued by the Autonomous Communities shall be deemed to be admitted to trading on the basis of the issuer's mere request. In all of the above cases, however, the technical specifications of the relevant market should be adjusted in accordance with the provisions of the previous paragraph.

4. The powers referred to in the preceding paragraphs shall correspond to the Autonomous Communities with powers in the field, in respect of securities traded exclusively on markets in the autonomous area and subject to compliance with requirements. specific requirements in those markets.

Article 77. Specialties in admission to trading on an official secondary market from a multilateral trading system.

1. Institutions whose shares are transferred from a multilateral trading system to a multilateral trading system in an official secondary market, for a transitional period of up to two years, shall not be required to fulfil the following obligations:

(a) The publication and dissemination of the second half-yearly financial report, contained in Article 119.2.

(b) The publication and dissemination of the interim management declaration, contained in Article 120.

2. In order to benefit from the exemption provided for in the previous paragraph, the prospectus for admission to trading on the official secondary market shall specify the intention of the entity to fully or partially benefit from it, by determining its duration. This indication shall be considered as necessary for the purposes of Article 37.1

3. Where the capitalisation of shares that are being traded exclusively in a multilateral trading system exceeds EUR 500 million for a continuous period exceeding six months, the issuing institution shall request the admission to trading on a regulated market within nine months. The contracting entity of the multilateral trading system shall ensure compliance with this obligation.

The National Securities Market Commission may fix the terms in which companies of a strictly financial or investment nature, such as those governed by Law 35/2003, of 4 May, will be exempted from the above obligation. This is the case in the case of a group of companies, which is not a member of the Commission, but is not a member of the Commission. It is not a question of the Commission's decision to take the decision of the Court of Justice. (a) collective agreements of a kind closed and amending Law 35/2003, of 4 November, of the institutions of Collective Investment, or Law 11/2009, of 26 October, for which the Quoted Anonymous Companies of Investment in the Real Estate Market are regulated.

4. In the cases referred to in this Article, the institution shall not be required to carry out measures that aim to avoid a loss of shareholders in terms of liquidity of the securities.

Article 78. Additional rules established by the markets for the admission of financial instruments to trading.

1. Without prejudice to the obligations laid down in Article 76, the markets shall lay down clear and transparent rules on the admission to trading of financial instruments which ensure that financial instruments can be negotiated in a manner correct, orderly and efficient and, in the case of transferable securities, which are freely transferable. In the case of derivative financial instruments, the rules shall ensure, in particular, that the formulation of the contract under negotiation allows for correct price formation, as well as the existence of effective conditions of settlement.

The provisions of this paragraph shall apply in accordance with Articles 35, 36 and 37 of Regulation (EC) No 1287/2006 of 10 August 2006.

2. Markets should have effective mechanisms for:

(a) check that issuers of marketable securities admitted to trading on the market meet all of their legal obligations with respect to the dissemination of information,

b) to provide its members with access to information published under this law and its development provisions, and

(c) periodically check that the financial instruments admitted to trading meet the admission requirements at all times.

3. A financial instrument which has been admitted to trading on an official secondary market or on a regulated market of another Member State may subsequently be admitted to trading on another official secondary market, even without consent. of the issuer and in accordance with the provisions, in the matter of admission to negotiation, in this law and in Royal Decree 1310/2005, of 4 November, for which the Law 24/1988, of July 28, of the Market of Values, in matter of admission to trading on official secondary markets, of public offers of sale or subscription; and of the prospectus required for such purposes.

The official secondary market should inform the issuer of this circumstance. The issuer shall not be obliged to provide directly the information required in paragraph 2 to any official secondary market which has admitted the financial instruments to trading without its consent. In such cases, it will be for the market to be responsible for the market itself, which must have the necessary means to obtain and disseminate this information.

Article 79. Obligations in the area of market abuse.

Rector companies shall monitor the operations performed by market members in order to detect breaches of market rules or anomalies in the trading or performance conditions that they may assume. market abuse. To this end, the collecting societies must:

(a) to communicate to the National Securities Market Commission any significant infringement of its rules and any anomaly in the trading or performance conditions that may result from market abuse,

b) to immediately provide the relevant information to the National Securities Market Commission for the investigation and prosecution of market abuse committed on the market, and

(c) provide full assistance in the investigation and prosecution of market abuse committed in or through market systems.

Article 80. Suspension of trading of financial instruments.

1. The National Securities Market Commission may suspend the negotiation of a financial instrument in the official Spanish secondary markets in which it is admitted when special circumstances may disturb the normal market. the development of operations on that financial instrument or that would advise such a measure in the interest of investor protection. Such competence shall be the responsibility of the Autonomous Community with regard to the financial instruments negotiated exclusively on markets in its own regional area.

2. The National Securities Market Commission shall immediately publish the suspension agreement and inform the European Securities and Markets Authority and the competent authorities of the other Member States in which the suspension agreement is negotiated. instrument, in order to agree to the suspension of its trading on its regulated markets, multilateral trading systems and systematic internalisers under its supervision, except where serious injury to the interests of the investors or the orderly functioning of the market.

The National Securities Market Commission, when it considers it, will also communicate the suspension decision to the third-country authorities whose markets may affect the decision.

Similarly, when the competent authority of another Member State informs the National Securities Market Commission of a suspension agreement, it shall agree to the suspension of the negotiation of that financial instrument in the official secondary markets, the Spanish multilateral trading systems and the systematic internalisers under their supervision, unless it could cause serious injury to the interests of the investors or to the orderly functioning of the market.

3. Similarly, the holding company of an official secondary market may suspend the negotiation of a financial instrument which no longer meets the market rules in accordance with the conditions laid down in the market regulation, except in the case of that such a decision could cause serious injury to the interests of the investors or to the orderly functioning of the market. In any event, immediately after adopting the decision, you must inform the National Securities Market Commission and make it public. In accordance with the above paragraph, the National Securities Market Commission shall duly inform the competent authorities of the other Member States accordingly.

4. The contracting entities of the multilateral trading systems and the entities referred to in Chapter III of Title X shall be obliged to suspend the negotiation of a financial instrument from the moment the public is made public. suspension agreement.

Article 81. Exclusion from negotiation.

1. The National Securities Market Commission may agree to exclude the negotiation of financial instruments that do not meet the requirements for dissemination, frequency or volume of procurement that are regulated, and for those other whose issuer does not fulfil the obligations incumbent upon it, in particular in the case of the referral and publication of information and of the companies in which the settlement phase has been opened in accordance with Law 22/2003 of 9 (a) July, Insolvency, or which are in the form of a corporate settlement, in accordance with the provisions of the recast text of the Capital Companies Act, approved by the Royal Legislative Decree 1/2010 of 2 July.

Without prejudice to any precautionary measures that may be taken, such agreements shall be taken after the issuing institution has been heard, except in cases where the exclusion is agreed upon at the time of the opening of the Insolvency proceedings, or because the company is in the stage of corporate liquidation.

This competence will be the responsibility of the Autonomous Community with regard to the financial instruments negotiated exclusively in the markets of its autonomous area.

2. The National Securities Market Commission shall immediately make public the exclusion agreement and inform the European Securities and Markets Authority and the competent authorities of the other Member States in which that agreement is negotiated. instrument, to agree to the exclusion of its trading on its regulated markets, multilateral trading systems and systematic internalisers under its supervision, except where it could cause serious injury to the interests of the investors or the orderly functioning of the market.

The National Securities Market Commission, when it considers it, will also communicate the exclusion agreement to the third-country authorities whose markets may affect the decision.

Similarly, when the competent authority of another Member State informs the National Securities Market Commission of an exclusion agreement, it shall exclude from the negotiation that financial instrument in the markets. official secondary, multilateral Spanish trading systems and systematic internalisers under their supervision, unless it could cause serious injury to the interests of the investors or to the orderly functioning of the market.

3. Similarly, the holding company of an official secondary market may exclude from the negotiation a financial instrument which no longer meets the market rules in accordance with the conditions laid down in the market regulation, except in the case of that such a decision could cause serious injury to the interests of the investors or to the orderly functioning of the market. In any event, immediately after adopting the decision, you must inform the National Securities Market Commission and make it public. In accordance with the above paragraph, the National Securities Market Commission shall duly inform the competent authorities of the other Member States accordingly.

4. The contracting entities of the multilateral trading systems and the other entities referred to in Chapter III of Title X shall be required to exclude from the negotiation the financial instrument from the time it is made public. the exclusion agreement.

Article 82. Exclusion from voluntary bargaining.

1. The exclusion from trading of a financial instrument in an official secondary market may also be requested by the issuing entity.

Trading exclusion shall be deemed to be those corporate transactions under which the shareholders of the listed company may, in whole or in part, become members of another non-listed entity.

2. Where a company agrees to the exclusion of trading in its shares on official secondary markets, it shall promote a public procurement offer addressed to all securities affected by the exclusion.

3. The exclusion agreement and those relating to the offer and the price offered shall be approved by the general meeting of shareholders.

At the time of the call by the social bodies to approve the offer, a report by the administrators setting out in detail the proposal will be made available to the holders of the securities concerned. the price offered.

4. The National Securities Market Commission may dispense with the obligation to make a public procurement offer in those cases where, by means of another equivalent procedure, the protection of the legitimate interests of the Member States is ensured. holders of shares affected by the exclusion, as well as holders of the convertible debentures and other securities giving the right to their subscription.

5. In the case of an offer prior to the exclusion of negotiation, the limit of acquisition of own shares established in the recast text of the Law of Capital Companies, approved by the Royal Decree of Law 1/2010, of July 2, for the companies Listed in an official secondary market will be 20 percent of the share capital. If, as a result of the performance of the offer, the shares themselves exceed this limit, they shall be amortised or disposed of within one year.

6. The conditions for fixing the price and other requirements of the public tenders provided for in this paragraph shall be laid down.

Article 83. Operations.

1. The transactions of an official secondary securities market shall be considered to be the transfer of a sales title, or other onerous business of each market, when they are carried out on marketable securities or other financial instruments admitted to trading in the same market and is carried out on that market subject to its operating rules.

2. Transfers for consideration other than those provided for in the preceding paragraph and transfers of securities or financial instruments admitted to trading on an official secondary market shall not be taken into account as a operations of the same.

Article 84. Securities Loan.

1. Without prejudice to other forms of lending, the loan of securities traded on an official secondary market, the purpose of which is the provision of such securities for subsequent disposal, may be carried out in order to be the subject of a loan or serve as collateral in a financial transaction.

2. The borrower must ensure the repayment of the loan through the provision of sufficient guarantees. Where appropriate, the National Securities Market Commission shall determine which securities shall be such guarantees.

3. The guarantee requirement shall not apply to loans of securities resulting from monetary policy operations, nor to those which are made on the occasion of a public offering for the sale of securities.

4. The Minister of Economy and Competitiveness and, with his express rating, the National Securities Market Commission may:

(a) Set limits on the volume of lending operations or on the terms of the loan operations, taking into account market circumstances.

b) Set specific reporting obligations on operations.

CHAPTER V

Transparency in trading and communication of operations

Article 85. Transparency requirements.

1. In order to ensure market transparency and efficiency in the formation of prices, official secondary markets will be obliged to disseminate public information on operations on shares admitted to trading in the Community. (a) in relation to the existing purchase and sale positions at any time and in relation to the transactions already concluded in that market in accordance with the provisions contained in this Chapter.

2. The Minister of Economy and Competitiveness and, with his express rating, the National Securities Market Commission, shall determine the transparency requirements applicable to transactions carried out on other financial instruments and may, if (a) consider it necessary to extend the application of the transparency requirements contained in this chapter to other financial instruments other than shares.

3. In case the National Securities Market Commission grants exemptions to the pre-negotiation transparency requirements under Article 86.3, or that it authorizes the postponement of the post-trade transparency obligations Under Article 87.3, the National Securities Market Commission must dispense the same treatment to all official secondary markets and multilateral trading systems, without discrimination.

4. The provisions contained in the articles of this Chapter shall be applied in accordance with the provisions of Regulation (EC) No 1287/2006 of 10 August 2006.

5. Without prejudice to the public information referred to in this Chapter, the Autonomous Communities with powers in the field and with regard to operations carried out in their territorial scope may establish any other obligation of information.

Article 86. Pre-negotiation transparency requirements.

1. The official secondary markets shall make public the following information prior to the negotiation with respect to the shares admitted to trading in them:

(a) existing purchase and sale prices at any time, and

b) the depth of trading positions at those prices that are spread across their systems.

2. The information referred to in this Article shall be made available to the public on reasonable commercial terms and on a continuous basis in the normal trading hours.

3. By way of derogation from the above paragraphs, the National Securities Market Commission may exempt official secondary markets from publishing the information referred to in paragraph 1, taking into account the market model or the type and volume of the information referred to in paragraph 1. of the orders.

In particular, the National Securities Market Commission may not impose such an obligation in the case of large volume transactions compared to the standard market volume for such shares or for such shares.

Article 87. Post-negotiation transparency requirements.

1. The official secondary markets shall make public the following information, in respect of the shares admitted to trading on them, on the transactions already concluded:

a) the price,

b) the volume, and

c) the run time.

2. The information referred to in this Article shall be made available to the public on reasonable commercial terms and, as far as possible, in real time.

3. By way of derogation from the above paragraphs, the National Securities Market Commission may authorise official secondary markets to defer the publication of data on transactions carried out on the basis of their type or volume.

In particular, they may authorize the postponement of publication in the case of large volume transactions compared to the standard market volume for those shares or for such shares. Official secondary markets should, in these cases, obtain from the National Securities Market Commission the prior approval of the proposed methods of deferred information, and shall disclose such methods in a clear manner to the members of the market and the public investor.

Article 88. Access to the information.

Official secondary markets may allow entities referred to in Article 331 to access, on reasonable commercial terms and in a non-discriminatory manner, the systems they employ to publish the information to the referred to in Articles 86 and 87.

Article 89. Duty of communication of operations to the National Securities Market Commission.

1. Investment firms and credit institutions which carry out transactions in financial instruments shall communicate them to the National Securities Market Commission as soon as possible and, as far as the data are concerned, referred to in Article 91.1, at the latest, at the end of the following working day for its implementation.

2. This obligation shall in any event be deemed to be enforceable, irrespective of the method, means, market or system through which the operations were carried out.

3. The operations carried out on holdings or shares of collective investment institutions not admitted to trading on regulated markets or on multilateral trading systems are excluded from this communication obligation.

Article 90. Communication procedure.

1. Reports on executed transactions may be reported by the institution itself, by a third party acting on its behalf, by the regulated market company, or the managing body of the multilateral trading system through which it is established. has performed the operation, or, by a system of operations or information marriage approved by the National Securities Market Commission.

2. Where the transactions are communicated to the National Securities Market Commission directly by the companies governing the regulated markets, by the managing entities of the multilateral trading systems, or by the systems of (a) the transaction or information marriage, the investment firm or the credit institution may be exempted from the obligation referred to in Article 81

1).

Article 91. Content of the communication.

1. The reports shall have the content set out in Regulation (EC) No 1287/2006 of 10 August 2006.

2. In addition, the entities referred to in Article 89.1 shall provide the National Securities Market Commission in the form, detail and time-limits to be determined by regulation, the identity of the clients on behalf of which they have executed its operations.

3. The Minister of Economy and Competitiveness is enabled to establish, where appropriate, additional reporting requirements where it is deemed necessary to enable the proper exercise of supervisory functions to be carried out by the National Market Commission. The values are assigned and provided that one of the following criteria is met:

(a) the financial instrument covered by the report has specific characteristics that are not included in the information required by Regulation (EC) No 1287/2006 of 10 August 2006

or

(b) the negotiation methods specific to the trading system where the transaction was conducted have characteristics that are not included in the information required by Regulation (EC) No 1287/2006 of 10 August 2012. 2006.

Article 92. Conservation of information and forwarding.

1. Investment firms and credit institutions shall keep at the disposal of the National Securities Market Commission for at least five years the data referred to in this Article for all operations carried out.

2. The National Securities Market Commission shall ensure that the reports it receives are transmitted, in accordance with Article 245, to the most important market competent authority in terms of the liquidity of the instrument. the financial institution to which the transactions relate, where that market is located in another Member State of the European Union.

The reports referred to the National Securities Market Commission by branches in Spain of investment services companies and credit institutions in other Member States in accordance with the provisions of the 170.1 shall be forwarded by the entity to the competent authority of the State of origin of the entity, unless the entity renounces the information.

3. The determination of the most important market in terms of liquidity, the realization of the channels allowed to send the reports, the exchange of information of the National Securities Market Commission with other competent authorities and the development of the other issues set out in this Article are referred to in Articles 9 to 14 of Regulation (EC) No 1287/2006 of 10 August 2006.

CHAPTER VI

Clearing, Settlement, and Registration of Post-Hiring Infrastructure and Securities

Article 93. Compensation scheme, settlement and securities registration.

1. The securities whose transactions in the multilateral contracting segments of the official secondary markets shall be subject to mechanisms shall be determined, subject to mechanisms permitting their orderly liquidation and good end. by the necessary intervention of a central counterparty.

2. In order to take account of the settlement of securities transactions executed on official secondary markets, their collecting societies shall conclude agreements with at least one central securities depository and, where appropriate, one or more of the following entities: central counterparty, without prejudice to the right of issuers to have their securities registered with any central securities depository in accordance with Article 49 of Regulation (EU) No 909/2014 of the European Parliament and of the Council of 23 July 2014 on the improvement of the settlement of securities in the European Union and the central securities depositaries and amending Directives 98 /26/EC and 2014 /65/EU and Regulation (EU) No 236/2012 and the right of the members of the official secondary markets to designate the settlement system in accordance with the established in Article 112 of this Law.

Article 94. Settlement of transactions.

1. Buyers and sellers of marketable securities admitted to trading on official secondary markets shall be bound by the rules of that market to the delivery of cash and marketable securities since their respective orders are executed, even if their actual settlement is effected at a later date.

2. The buyer of marketable securities admitted to trading on an official secondary market shall acquire ownership where those securities are entered in their name in the securities accounts in accordance with the rules of the registration system.

3. The official secondary markets shall determine in their regulations the theoretical date of settlement of the transactions executed and may set different dates on the basis of the securities to be settled, the trading and trading segments. other criteria, in accordance with applicable European rules and in coordination, where appropriate, with central counterparties and with central securities depositaries involved in settlement processes.

Article 95. Settlement of rights or obligations of economic content associated with securities.

1. The issuing institution shall communicate in sufficient time to the governing company of the official secondary markets where, at its request, its securities are admitted to trading as well as to the central securities depository responsible for the registration. of the same, the rights or obligations of economic content that the securities generate as soon as the relevant agreement has been adopted.

2. Taking into account the rules applicable to the procurement, clearing, settlement and registration of transactions on securities admitted to trading on those markets, these communications shall specify the dates relevant to the trading of securities. recognition, exercise, compliance and payment of the relevant rights and obligations.

3. Without prejudice to the foregoing, the benefits, rights or obligations inherent in the ownership of shares and securities equivalent to shares shall be of account and benefit of the acquirer from the date of purchase in the relevant market (a) official secondary, whereas it shall be from the date of settlement of the relevant purchase transaction in the case of fixed income securities and other securities not equivalent to shares. In the event of delays or other incidents in the settlement process, appropriate adjustments may be made to the settlement of such rights or obligations.

Article 96. Guarantees aimed at mitigating the risk of liquidation.

1. The members of the official secondary markets, the members of the central counterparties and the participating institutions of the central securities depositaries shall enjoy the right to a financial guarantee for the following: collected in Royal Decree-Law 5/2005 of 11 March, of urgent reforms for the boost to productivity and for the improvement of public procurement, exclusively on securities or cash resulting from the liquidation of transactions by the account of natural or legal persons when those entities have had to to anticipate the cash or securities necessary to meet the settlement of such transactions for non-compliance or the declaration of the tender of their clients.

2. This right of guarantee falls exclusively on the securities and the cash resulting from the transactions not satisfied by the customers and will exclusively ensure the amount that the entities benefiting from this right would have had to bring forward the settlement of the above transactions, including where appropriate the price of the securities which they would have had to deliver and any penalties and penalties which they would have had to pay as a result of the non-compliance your clients.

3. The establishment and execution of the said right of guarantee shall not require any formality, without prejudice to the obligation of the beneficiary entities to keep at the disposal of their clients the accrediting information of the concurrency of the requirements referred to in this paragraph and in the above.

4. The members of the official secondary markets, in the event of a declaration of the contest of any of their clients, may enter into those markets and on behalf of the person concerned, orders to buy or sell sign-in values contrary to the transactions contracted on behalf of the latter, where the declaration of competition occurs in the course of the winding-up. The members of the central counterparties and the participating institutions of the central securities depositaries shall enjoy the same right in respect of their clients, who shall exercise the right to apply to the members of the secondary markets. the introduction of the counter-sense orders referred to in this paragraph.

5. The provisions of the above paragraphs are without prejudice to the measures of discipline in the liquidation referred to in Articles 6 and 7 of Regulation (EU) No 909/2014 of 23 July 2014, and without prejudice to the guarantees to This law is in favour of official secondary markets, central securities depositaries and central counterparties, which shall be given preference in respect of the rights referred to in the preceding paragraphs.

Article 97. Legal status and authorisation of central securities depositories.

1. Central securities depositories shall be governed by the following provisions:

(a) By Regulation (EU) No 909/2014 of the European Parliament and of the Council of 23 July 2014 on the improvement of securities settlement in the European Union and central securities depositaries and amending them Directives 98 /26/EC and 2014 /65/EU and Regulation (EU) No 236/2012 and their implementing and implementing rules.

b) By this law and its corresponding standards of development.

c) With a supletory character, by the recast text of the Law of Capital Societies, approved by the Royal Legislative Decree 1/2010, of 2 July.

(d) By any other provisions of the internal or European Union law that apply to them.

2. The authorisation as a central securities depository, its revocation and its functioning when that entity is established in Spain, shall be governed by the provisions of Regulation (EU) No 909/2014 of 23 July 2014 on the provisions of that Regulation. law and any other Spanish or European legislation that would be applicable to it.

3. The National Securities Market Commission shall be the competent authority responsible for the authorisation, supervision and sanction of central securities depositories in accordance with Regulation (EU) No 909/2014 of 23 July 2014.

Article 98. Requirements, obligations, powers and functions of central securities depositories.

1. Central securities depositaries which are established in Spain shall be the form of a public limited liability company. Its social statutes and modifications, with the exceptions that will be regulated in its case, will require the prior approval of the National Securities Market Commission. The appointment of the members of the Management Board, Directors-General and Assimilated of Central Securities Depositories shall be subject to the prior authorisation of the National Securities Market Commission.

2. Central securities depositaries shall provide the National Securities and Exchange Commission and the various supervisory public bodies in the field of their respective powers with the information on the clearing activities, settlement and registration in the systems managed by them that are requested by them, provided that such information is at their disposal and in accordance with applicable regulations.

3. Central securities depositories shall have the bodies and committees provided for in Regulation (EU) No 909/2014 of 23 July 2014.

4. Central securities depositories may outsource their core services, establish conventions with central counterparties, official secondary markets and multilateral trading systems or links with other depositaries. central securities pursuant to Regulation (EU) No 909/2014 of 23 July 2014, in this law, in its implementing rules and in the rules of procedure referred to in Article 101.

5. The specific tasks of monitoring and control to be exercised by the central securities depositaries on their participating entities, the solvency requirements required of their participating entities, the following shall be determined. types of entities that will be able to access the status of a participating entity, accounting organization requirements, technical means, specific reporting obligations to the National Securities Market Commission and how many other aspects consider necessary for their proper functioning, taking into account, inter alia, proportionality criteria based on their level of activity.

Article 99. Participation in central securities depositories.

1. Direct or indirect participation in the capital of central securities depositaries shall be subject to the system of significant participations provided for in Chapter IV of Title V for investment firms, in terms of to be determined on the basis of which, in any event, such a nature shall be such as to include any participation which, directly or indirectly, reaches at least one per cent of the capital or the voting rights of the central depositary of values or the one which, without reaching that percentage, allows to exert a significant influence on the same, the terms to be determined regulatively.

2. Without prejudice to Article 176, the National Securities Market Commission may object to the acquisition or transfer of a significant holding in the capital of the central securities depository when it considers that it is necessary to ensure the proper functioning of the markets or the systems of clearing, settlement and registration of securities or to avoid distortions in them, as well as for not giving equivalent treatment to the Spanish entities in the country origin of the acquirer.

Article 100. Memory and budget of central securities depositories.

1. Central securities depositaries shall draw up a report detailing how they shall comply with the technical, organisational, operational and risk management requirements required by Regulation (EU) No 909/2014. of 23 July 2014, to perform their duties. The Minister of Economy and Competitiveness or, by means of his express rating, the National Securities Market Commission, may regulate the model to which the said memory is to be adjusted. The central securities depository shall keep this memory up to date, the amendments of which shall be referred to the National Securities Market Commission, duly substantiated.

2. Central securities depositaries shall forward to the National Securities Market Commission, in the terms of their rules of procedure, their annual estimate budget, in which the prices and commissions to be expressed in detail shall be expressed in detail. apply, as well as any subsequent amendments to its economic regime. The National Securities Market Commission may require the central securities depository to extend the documentation received and may provide for exceptions or limitations to the maximum prices of those services where they may affect the financial solvency of the central securities depository, causing disturbing consequences for the development of the stock market or the principles governing it, or introducing unjustified discrimination between the different users of the securities entity services.

Article 101. Internal rules of central securities depositories.

1. Central securities depositaries shall be governed by an internal regulation whose approval and that of their amendments, with the exceptions which, where appropriate, are to be established, shall be the responsibility of the National Securities Market Commission, Previous report by the Bank of Spain. Such rules of procedure shall govern the arrangements for the operation of central securities depositories, the services provided by them, their economic arrangements, the procedures for fixing and communicating tariffs, the conditions and principles under which they are to be applied. which shall provide the services concerned, the records relating to the services provided and the legal status of its participating entities. The Regulation shall also regulate procedures for managing the delivery of securities and their payment, the determination of the time for settlement instructions, the risk management policy as well as guarantees of all types of securities. they may have to be the participating entities in the light of the activities they develop.

2. The rules of procedure may be developed by means of circulars approved by the central securities depository itself. These circulars must be communicated to the National Securities and Exchange Commission and the Banco de España, in the terms that they regulate. The National Securities Market Commission may object to the same, as well as suspend or leave them without effect when it considers that they infringe the applicable law, or impair the prudent and safe functioning of the central securities depository. and of securities markets or investor protection.

3. The rules of procedure and the statutes referred to in Article 98 and paragraph 1 of this Article shall have the character of rules for the management and discipline of the securities market and shall specify the obligations and the organisational and the procedures necessary to comply with the provisions of Regulation (EU) No 909/2014 of 23 July 2014. The Minister of Economy and Competitiveness or, by means of his express rating, the National Securities Market Commission, may develop the structure and minimum content that the rules of procedure should have.

Article 102. Rules applicable in the case of a contest of a participating institution in a central securities depository.

1. Declared the contest of a participating entity in the systems managed by the central securities depositaries, the latter shall have absolute right of separation in respect of the goods or rights in which the securities are materialised. constituted by those entities participating in the systems managed by the central securities depositaries. Without prejudice to the foregoing, any remaining remaining after the settlement of the secured transactions shall be incorporated into the active mass of the participant's contest.

2. Declared the contest of a participating entity in the systems referred to in this article, the National Securities Market Commission, without prejudice to the powers of the Banco de España and the FROB, may provide, immediately and without cost to the investor, the transfer of their securities accounting records to another entity enabled to carry out this activity. If no entity is in a position to take charge of the records indicated, this activity shall be assumed by the central securities depository concerned on a provisional basis, until the holders request the transfer of the registration of the their values. For this purpose, both the judge of the contest and the insolvency administration shall provide the access of the entity to which the securities are to be transferred to the accounting and computer records and records necessary to make the transfer.

The existence of the insolvency proceedings shall not prevent the customer from reaching the securities purchased in accordance with the rules of the clearing, settlement and registration system or the cash from the exercise of the economic rights or the sale of securities.

Article 103. Legal regime and authorisation of central counterparties.

1. Central counterparties shall be governed by the following provisions

(a) By Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories, and their corresponding development and application standards.

b) By this law and its corresponding standards of development.

c) With a supletory character, by the recast text of the Law of Capital Societies, approved by the Royal Legislative Decree 1/2010, of 2 July.

(d) By any other provisions of the internal or European Union law that apply to them.

2. The authorisation to provide clearing services as a central counterparty, its revocation and its functioning when those entities are established in Spain, shall be governed by the provisions of Regulation (EU) No 648/2012, of 4 July 2012, by the provisions of this law and any other rules applicable to the law or law of the European Union.

3. The National Securities Market Commission shall be the Spanish authority carrying out the authorisation and supervision activities of the central counterparties established in Spain pursuant to Regulation (EU) No 648/2012 of 4 December 2012. July 2012.

Article 104. Requirements, obligations, powers and functions of central counterparties.

1. Central counterparties shall be in the form of a public limited liability company and shall be recognised as a system for the purposes of Law 41/1999 of 12 November on payment and securities settlement systems.

2. Central counterparties may not be authorised as a central securities depository.

3. In order to facilitate the exercise of their functions, central counterparties may access the status of a participant of the central securities depositaries which they admit as such, of any other securities settlement system and financial instruments or a regulated market or multilateral trading system, where they comply with the conditions required by each system and provided that the participation of the central counterparty in the system does not compromise the security or the solvency of that entity.

4. Central counterparties shall keep the central accounting record for the financial instruments cleared together with, where appropriate, the authorised members to carry the details records relating to the contracts. of your clients.

5. Subject to the provisions of this Law and the remaining applicable national or European Union rules, the central counterparty may enter into agreements with other resident and non-resident entities, the functions of which are or to manage securities clearing and settlement systems. Such agreements, as well as those that may be concluded with multilateral trading markets or systems, will require the approval of the National Securities Market Commission, prior to the Bank of Spain report, and must comply with the requirements that be determined in accordance with the rules of procedure of the institution itself.

Article 105. Participation in central counterparties.

The Minister of Economy and Competitiveness or, with his express rating, the National Securities Market Commission will be able to develop the information that will be needed to assess the suitability of the shareholders who acquire a qualifying holding in the capital of the central counterparty in accordance with Regulation (EU) No 648/2012 of 4 July 2012.

Article 106. The central counterparty's memory and budget.

1. Central counterparties shall draw up a report detailing how they shall comply with the technical, organisational, operational and risk management requirements required by Regulation (EU) No 648/2012. of 4 July 2012, to perform their duties. The Minister of Economy and Competitiveness or, by means of his express rating, the National Securities Market Commission, may regulate the model to which the said memory is to be adjusted. The central counterparty shall keep the above mentioned memory up to date, the amendments of which shall be referred to the National Securities Market Commission, duly substantiated and incorporating, when they affect risk management in accordance with the provisions of that Regulation, the mandatory report of the risk committee and the internal unit or body which is responsible for the risk management function.

2. The central counterparty shall forward to the National Securities Market Commission, before 1 December of each year, its annual estimate budget, in which the prices and commissions to be applied shall be expressed in detail. as the subsequent amendments to its economic regime. The National Securities Market Commission may require the central counterparty to extend the documentation received and may provide for exceptions or limitations to the maximum prices of those services where they may affect the financial solvency of the central counterparty, causing disruptive consequences for the development of the securities market or the principles governing it, or introducing unjustified discrimination between the different users of the securities market entity services.

Article 107. Social statutes and rules of procedure of central counterparties.

1. Central counterparties shall draw up their social statutes as well as an internal rules of procedure, which shall be the rule of law for the management and discipline of the securities market.

2. With the exceptions that are regulated, the modification of the social statutes of the central counterparty or its rules of procedure will require, after the Bank of Spain's report, the authorization of the National Commission of the Stock Market.

3. The rules of procedure shall govern the operation of the central counterparty and the services it provides. The social statutes shall govern the internal functioning of the central counterparty as a company. The regulation and the statutes shall contain the obligations and organisational and procedural requirements necessary to comply with the provisions of Regulation (EU) No 648/2012 of 4 July 2012. The Minister of Economy and Competitiveness or, by means of his express rating, the National Securities Market Commission, may develop the structure and minimum content that the rules of procedure should have.

4. The rules of procedure may be completed by means of circulars approved by the central counterparty itself. These circulars shall be communicated to the National Securities and Exchange Commission and the Bank of Spain within 24 hours of their adoption. The National Securities Market Commission may object, as well as suspend or terminate the circulars when it considers that the circulars infringe the applicable law, or impair the prudent and safe functioning of the Securities Market. the central counterparty and the markets to which it provides services or the protection of investors.

Article 108. Organizational requirements.

1. Central counterparties shall have at least one audit committee, the risk committee provided for in Article 28 of Regulation (EU) No 648/2012 of 4 July 2012, a compliance committee and a committee on appointments and Remuneration. In addition, they must have a unit or internal body that assumes the risk management function, in proportion to the nature, scale and complexity of their activities. This unit or body shall be independent of the operational functions, have sufficient authority, rank and resources, and shall have access to the administrative board. They should also have mechanisms and organisational structures for users and other stakeholders to be able to express their views on how they operate, as well as rules aimed at avoiding potential conflicts of interest to which may be exposed as a result of its relationships with shareholders, directors and directors, participating entities and clients. Regulations may be developed as provided for in this paragraph.

2. The appointment of the members of the Management Board, Directors-General and Assimilated of the Central Counterparty Entities shall be subject to the prior approval of the National Securities Market Commission.

Article 109. Members of the central counterparties.

1. The Bank of Spain and other resident or non-resident entities carrying out similar activities may only access the status of a member of the central counterparties, the entities referred to in Article 69.2.a) and (f), the Bank of Spain and other resident or non-resident entities. in the terms and with the limitations that are provided for in regulation and in the central counterparty's own rules of procedure. The access of the latter to the status of member shall be subject to the provisions of this Law, in its implementing rules, and in its rules of procedure, as well as to the approval of the National Securities Market Commission.

2. The central counterparty shall lay down in its rules of procedure the solvency conditions and the technical means required to enable members to be authorised to keep the records of their clients ' contracts, as well as the procedures to safeguard the correspondence between the central accounting register and the detailed records. The solvency and technical means may differ according to the financial instruments on which such members are involved in the conduct of the register or in the clearing. In addition, the central counterparty shall establish mechanisms for access to the information in the detail records in which the members maintain the records of their clients ' contracts in order to identify, monitor and manage the potential risks to the entity arising from dependencies between members and their clients.

3. The guarantees which the members and clients constitute in accordance with the arrangements contained in the internal rules of the central counterparty and in relation to any transactions carried out in the field of their activity, only shall be liable to the entities in whose favour they were constituted and only by the obligations arising from such operations for the central counterparty or its members, or arising from the status of the institution's member Central counterparty.

Article 110. Applicable rules in case of non-compliance or contest.

1. If a member or a customer of a member ceases to meet, in whole or in part, the obligations incurred against the central counterparty or against the member, they may have the guarantees provided by the defaulter, which may be (a) to take the necessary measures to satisfy itself in the terms set out in the entity's rules of procedure.

2. The entity's rules of procedure and its circulars may establish assumptions that determine the anticipated maturity of all contracts and positions of a member, either on their own account or on behalf of clients, which, in terms of the provided for in the said Regulation and circulars, shall give rise to their compensation and to the creation of a single legal obligation covering all the operations included, and under which the parties shall be entitled to claim the balance only net of the product of the compensation for such operations. Prior assumptions may include the non-payment of the obligations and the opening of a insolvency proceedings in relation to members and clients or to the central counterparty itself. This compensation scheme will have the consideration of contractual compensation in accordance with the provisions of Royal Decree-Law 5/2005 of 11 March 2005, of urgent reforms for the boost to productivity and for the improvement of the public procurement, and without prejudice to the application of the specific regime contained in Law 41/1999 of 12 November on payment and securities settlement systems.

3. The central counterparty shall lay down in its rules of procedure the rules and procedures for dealing with the consequences of non-compliance with its members. Those rules and procedures shall specify the manner in which the various collateral arrangements with which the central counterparty and the routes for replenalisation are to be applied in order to allow the central counterparty to be allowed to continue to operate in a solid and secure manner.

4. Where a member of a central counterparty or any of its clients is subject to a court-supervised procedure, the central counterparty shall have an absolute right of separation in respect of the guarantees which the counterparty is entitled to such members or clients would have been a central counterparty. Without prejudice to the foregoing, any remaining remaining after the settlement of the secured transactions shall be incorporated into the insolvency estate of the customer or the member.

5. Where the clients of the members of a central counterparty are subject to insolvency proceedings, the members shall enjoy an absolute right of separation from the financial instruments and the cash in which they are the guarantees that its customers would have constituted in their favour in accordance with the arrangements contained in the internal rules of the central counterparty. Without prejudice to the foregoing, the excess remaining after the liquidation of the transactions shall be incorporated into the client's insolvency assets.

6. Declared the contest of a member, the central counterparty, giving prior notice to the National Securities Market Commission, shall manage the transfer of the contracts and positions which it has registered on behalf of the clients, together with the financial instruments and the cash on which the corresponding guarantees were materialised. For this purpose, both the competent court and the court of insolvency shall provide the institution to which the contracts, accounting records and the necessary guarantees, documentation and computer records are to be transferred. to make the transfer effective. In the event that such a transfer cannot be carried out, the entity may agree to the settlement of the contracts and positions which the member has opened, including those which are on behalf of its clients. In this case, the proceedings to be carried out in relation to the registered positions and guarantees provided by the customers to the member concerned shall be concluded, and those customers shall have a right of separation in respect of any excess.

7. If the central counterparty is subject to a bankruptcy procedure, and the settlement of all contracts and positions of a member, whether on its own account or on behalf of clients, the members and clients of the non-central counterparty, shall proceed. they have failed to fulfil their obligations to the central counterparty shall have an absolute right of separation in respect of the excess of the guarantees which, having been constituted in favour of the central counterparty in accordance with its rules of procedure, resulting from the liquidation of guaranteed operations with the exception of contributions to the guarantee fund against non-compliances.

Article 111. Choice of clearing and settlement system or central counterparty.

1. Official secondary markets may enter into agreements with a central counterparty or a clearing and settlement system in another Member State to make the clearing or settlement of any or all transactions concluded by market members according to their systems.

2. The National Securities Market Commission may object to such agreements where it considers that they may impair the orderly functioning of the market and taking into account the conditions of the settlement systems provided for in the Article 112.1.

Article 112. Right to designate a settlement system.

1. Official secondary markets shall provide all their members with the right to designate the settlement system for transactions in financial instruments that they perform on that market, provided that the following conditions are met:

(a) To be established between the market-designated settlement system and the system or infrastructure designated by the member of the procedures, links and technical and operational mechanisms necessary to ensure the effective and economic settlement of the transaction in question.

(b) The National Securities Market Commission recognizes that the technical conditions for the settlement of transactions carried out on that market through a system other than the one designated by it allow for the smooth and orderly functioning of the financial markets, taking particular account of the way in which relations between the various systems of recording of financial transactions and instruments will be secured. The valuation of the National Securities Market Commission shall be without prejudice to the powers of the Bank of Spain, in its capacity as supervisor of payment systems, as well as other supervisory authorities of such systems. The National Securities Market Commission shall take into account the supervisory work performed by such entities in order to avoid unnecessary duplication of controls.

2. The provisions of this Article do not preclude the right of the operator of the central counterparty, clearing or settlement of financial instruments to refuse to provide the services requested for legitimate commercial reasons.

Article 113. Access to central counterparties, clearing and settlement systems.

1. Investment firms and credit institutions in other Member States of the European Union shall have the right to access the existing central counterparties, clearing and settlement systems on Spanish territory for the purpose of to liquidate or arrange the settlement of transactions in financial instruments, whether they are traded on official secondary markets or multilateral trading systems in Spain or on regulated markets or multilateral trading systems other Member States of the European Union.

2. Access to these systems will be subject to the same objective, transparent and non-discriminatory criteria that apply to local members.

3. The provisions of this Article do not preclude the right of the operator of the central counterparty, clearing or settlement of securities to refuse to provide the services requested for legitimate commercial reasons.

Article 114. Information system for the supervision of trading, clearing, settlement and registration of marketable securities.

1. Central securities depositaries providing services in Spain shall establish a system of information, transmission and storage of data to serve as a tool for the exchange and processing of information for the performance of the data. activities for clearing, settlement and registration of securities admitted to trading on an official secondary market and allowing the proper conduct of the securities register to be monitored, at both the central and the registers of the securities detail.

2. The system provided for in the preceding paragraph shall include at least the operations, events and annotations likely to result in changes in the balance of values of each holder in both the central register and in the records of the detail.

3. The information system for the supervision of trading, clearing, settlement and registration of marketable securities shall comply with the following:

(a) Ensure the traceability of transactions made on securities admitted to trading on an official secondary stock market from procurement to their entry into the securities register and vice versa, as well as know the status of them.

b) Facilitate the transmission of the information necessary to perform the clearing, settlement and securities registration as well as the status of such transactions.

(c) Facilitate the control of the risks and guarantees required by the relevant market entities and infrastructures.

d) To inform the issuing entities on a daily basis about the ownership of the securities issued by them when they so request.

4. The information stored in the system may not be used or transmitted for purposes other than those provided for in the law, unless it is authorized by the respective supplying entity, without prejudice to the obligations of information to the National Securities Market Commission or the Bank of Spain in the exercise of their respective powers.

Article 115. Obligations of the central securities depository in relation to the information system.

1. The central securities depository, in its capacity as responsible and manager of the data, transmission and storage system, shall fulfil the following obligations:

a) Set the necessary means for the information to be entered into the system according to the established rules and be complete.

b) Allow the introduction of the necessary information within the time limit.

c) Give sufficient security and confidentiality to the information provided, so that the entities that enter information into the system access only the data strictly necessary for their activity or those for which they are authorized.

d) Ensure system maintenance and continuity.

e) Allow non-discriminatory access of market infrastructures and entities involved in securities clearing and settlement processes.

2. Central securities depositories shall enter into the relevant contracts in which they shall establish the legal relations necessary for the proper functioning of the system. They shall also publish the rules of operation of the information system by establishing the rights, obligations and responsibilities of the persons they shall manage and which shall make use of the information stored in the system. The National Securities Market Commission will approve these rules and their modifications. Both the rules and their modifications will be previously examined by the users ' committee of the central securities depository, who will be able to make their observations on the National Securities Market Commission.

Article 116. Legal status of other actors in relation to the information system.

1. The information system shall be subject to the information required to provide, in accordance with the rules laid down in law, the official secondary markets, the central counterparties, the central securities depositaries as well as their respective participating members or entities. Those entities shall be responsible for the integrity and veracity of the information communicated by each of them through such a system and shall retain ownership of such information.

2. In full respect of the principles of equal treatment and non-discrimination, central counterparties and central depositaries of foreign securities with which central securities depositories conclude conventions or establish links may be required to provide the information necessary for the purposes of the system to be provided, in accordance with Articles 114 to 116. Such infrastructure shall require its members or participants to provide the necessary information to properly perform its function.

Article 117. Monitoring and control of the proper functioning of the trading, clearing, settlement and securities registration systems.

1. Without prejudice to the powers of supervision, inspection and sanction corresponding to the National Securities Market Commission in accordance with Title VIII, the companies governing the official secondary markets, the Central counterparties and central securities depositaries providing services in Spain shall, in the field of their respective powers, ensure the proper functioning and efficiency of the processes of negotiation, clearing and settlement settlement of transactions and the settlement of securities.

2. The Government is empowered to regulate the content of the function provided for in the previous paragraph, including obligations and powers for its proper exercise.

CHAPTER VII

Issuers ' periodic reporting obligations

Article 118. Annual report and audit report.

1. Where Spain is a home Member State, issuers whose securities are admitted to trading on an official secondary market or on another regulated market domiciled in the European Union shall submit their annual accounts to audit accounts and shall make publish and disseminate its annual financial report and the audit report of the annual accounts.

The maximum period to comply with the obligation to publish and disseminate this paragraph shall be four months from the end of each financial year, with the issuers having to ensure that the reports are kept to Provision of the public for at least 10 years.

2. The annual financial report shall comprise the annual accounts and the management report reviewed by the auditor with the scope defined in Article 268 of the recast text of the Capital Companies Act, approved by Royal Legislative Decree 1/2010, of 2 July, as well as statements of responsibility for its contents.

3. In the memory of issuers whose shares are admitted to trading on an official secondary market or on another regulated market domiciled in the European Union, the operations of the administrators and the members of the European Union shall be reported. the control board of a European public limited company domiciled in Spain which has opted for the dual system, or a person acting on behalf of the dual system, made with the issuer or an issuer of the same group during the financial year to which it is the annual accounts, where the transactions are outside the ordinary traffic of the company or are not perform under normal market conditions.

Article 119. Half-yearly financial reports.

1. Where Spain is a home Member State, issuers whose debt securities or shares are admitted to trading on an official secondary market or on another regulated market domiciled in the European Union shall make public and disseminate a report Six-month financial year for the first six months of the financial year.

The maximum period for complying with the obligation to publish and disseminate this paragraph will be three months from the end of the corresponding period, with the issuers having to ensure that the report is maintained at the same time. Provision of the public for at least 10 years.

2. Where Spain is a Member State of origin and the annual financial report provided for in Article 118 has not been made public within two months of the end of the financial year concerned, issuers whose shares are admitted to trading on an official secondary market or on another regulated market domiciled in the European Union, shall also be obliged to make public and disseminate a second half-yearly financial report referred to the twelve months of the financial year within the maximum period two months since the end of the corresponding period.

3. The half-yearly financial report shall comprise: the annual summary accounts, an interim management report and the statements of responsibility for its content.

Article 120. Interim management statement.

1. Without prejudice to Article 228, where Spain is a home Member State, issuers whose shares are admitted to trading on an official secondary market or on another regulated market domiciled in the European Union shall do so. public and disseminate on a quarterly basis during the first and second half of the year an intermediate management declaration containing at least:

(a) an explanation of the significant facts and operations that have taken place during the relevant period and their impact on the financial situation of the issuer and its controlled companies; and

(b) a general description of the financial situation and the results of the issuer and its controlled undertakings during the relevant period.

2. The intermediate management statement shall not be required for issuers that publish quarterly financial reports.

Article 121 Suppositions of non-attachment.

1. They shall not be subject to compliance with the provisions of Articles 118 to 120 above:

(a) Member States of the European Union, the Autonomous Communities, local authorities and other similar entities of the Member States of the European Union, the international public bodies of which it is a member at least one Member State of the European Union, the European Central Bank, the European Financial Stabilisation Facility (EFSF) established by the EFSF Framework Agreement and any other mechanism established with the aim of preserving the financial stability of the European monetary union by providing temporary financial assistance to Member States whose currency is the euro and the national central banks of the Member States of the European Union, whether or not they issue shares or other securities; and

(b) Issuers issuing only debt securities admitted to trading on an official secondary market or other regulated market whose nominal unit value is at least EUR 100,000 or, in the case of debt securities, denominated in euro, the nominal value of which is, at the date of issue, equivalent to at least EUR 100,000.

(c) Without prejudice to point (b) above, issuers having only live issues of debt securities admitted to trading on an official secondary market or other regulated market domiciled in the European Union prior to 31 December 2010, the nominal unit value of which is at least EUR 50 000 or, in the case of debt securities not denominated in euro, the nominal value of which was, at the date of issue, equivalent to at least EUR 50 000, all the time such obligations are alive.

2. Where Spain is a Member State of origin, it shall not be subject to the provisions of Article 119, issuers constituted before 31 December 2003 having exclusively debt securities admitted to trading in a Member State. official secondary market or other regulated market domiciled in the European Union where such securities have the unconditional and irrevocable guarantee of the State, its Autonomous Communities or local authorities.

3. The provisions of this Chapter shall not apply to investment funds and collective investment companies of variable capital as referred to in Law 35/2003 of 4 November of Collective Investment Institutions.

Article 122. Other provisions.

1. Regulations shall be laid down:

(a) The deadlines and other requirements for referral to the National Financial Reporting Securities Market Commission.

b) The requirements for the publication and dissemination of periodic information.

c) The deadlines for the publication of quarterly information.

d) The content of the liability statement, as well as the issuer's organs or persons to be performed.

e) The content of the quarterly and quarterly financial information, and where applicable, the adjustments and exceptions that correspond to certain categories of securities, markets or issuers.

(f) The accounting principles acceptable to issuers of non-EU Member States.

g) Any other aspect that is necessary for the application of this article and in particular the content of the information required for the publication of statistics by the National Securities Market Commission.

2. The periodic information referred to in Articles 118 to 120 above shall be sent to the National Securities Market Commission, where Spain is a Member State of origin on the terms to be established in a regulated manner, for its incorporation into the official register governed by Article 238.

The National Securities Market Commission shall verify that the periodic information has been prepared in accordance with applicable regulations, or shall otherwise require compliance.

3. For the purposes of this Chapter, debt securities shall be understood to be debt securities and other marketable securities which recognise or create a debt, except for securities which are equivalent to shares or which, due to their conversion or for the exercise of the rights that they confer, entitle them to acquire shares or securities equivalent to the shares.

Article 123. Other reporting obligations.

1. Issuers whose securities are admitted to trading on an official secondary market or on another regulated market domiciled in the European Union, when Spain is a Member State of origin, shall make public and disseminate any changes made in the the rights inherent in those securities. Issuers shall forward to the National Securities Market Commission such information for incorporation into the official register as provided for in Article 238.f

The exceptions to the obligation set out in the previous paragraph, the requirements for the publication and dissemination of this information and for its referral to the National Market Commission will be established. Values.

2. Issuers whose shares or obligations are admitted to trading on an official secondary market or on another regulated market domiciled in the European Union shall ensure that all the mechanisms and information necessary to enable them to shareholders and holders of obligations exercise their rights in Spain when it is the home Member State and the integrity of the data is preserved.

For such purposes, for issuers of shares listed on an official secondary market such an obligation shall be deemed to be fulfilled by the application of the provisions of Article 539 of the recast of the Companies Act. Capital, approved by the Royal Legislative Decree 1/2010 of 2 July, and its implementing rules. The requirements applicable to the rest of the issuers shall be laid down.

The provisions of this paragraph shall not apply to the securities issued by the Member States of the European Union, the Autonomous Communities, local authorities and other similar entities in the Member States.

Article 124. Liability of issuers.

1. Responsibility for the preparation and publication of the information referred to in Articles 118 and 119 shall, at least, be borne by the issuer and its administrators in accordance with the conditions laid down in this Article. regulentarily.

2. In accordance with the conditions to be determined, the issuer and its directors shall be liable for all damages which have caused the holders of the securities to be held as a result of the fact that the information is not provide a faithful image of the sender.

3. The action to require liability will be prescribed at three years after the claimant could have been aware that the information does not provide a true image of the issuer.

CHAPTER VIII

Obligations for information on significant holdings and self-portfolio

Article 125. Obligations of the shareholder and holders of other securities and financial instruments.

1. The shareholder who, directly or indirectly, acquires or transmits shares of an issuer for which Spain is a State of origin, in terms that are established in a regulated manner, the shares of which are admitted to trading on a secondary market (a) official or any other regulated market domiciled in the European Union, and which attribute voting rights, and as a result of such operations, the proportion of voting rights remaining in their power reach, exceeds or falls below the percentages to be established, shall notify the issuer and the National Market Commission of Values, under the conditions that are flagged, the resulting share of voting rights.

The obligation contained in the preceding paragraph shall also apply where the proportion of voting rights exceeds, reaches or falls below the percentages referred to in the preceding paragraph as a result of a change in the total number of voting rights of an issuer on the basis of the information communicated to the National Securities Market Commission and made public.

2. The obligations laid down in the preceding paragraph shall also apply to any person who, irrespective of the ownership of the shares, has the right to acquire, transmit or exercise the voting rights allocated by them, in the cases to be determined regulatively.

3. Similarly, the provisions of the preceding paragraphs shall apply, directly or indirectly, to the holder, directly or indirectly, of other securities and financial instruments conferring the unconditional right or the discretion to acquire shares. to attribute voting rights or financial instruments that are referenced to shares that attribute voting rights and have a similar economic effect to the aforementioned securities and financial instruments, regardless of whether entitle or not to be settled by physical delivery of the underlying securities, in the terms and the breakdown to be determined by regulation.

4. The obligations laid down in the preceding paragraphs shall also apply where admission to trading for the first time on an official secondary market or on another regulated market domiciled in the European Union of the shares is produced. of an issuer for which Spain is a State of origin.

5. Where the person is in the cases provided for in the preceding paragraphs, he is the issuer's administrator, in addition to the obligation to communicate any transactions carried out on shares of the issuer or on securities or other instruments the financial institutions referred to in these actions shall inform the National Securities Market Commission of the participation they have at the time of their appointment and termination.

The issuer's directors shall be required to notify those transactions referred to in Article 230.4.

6. The issuer shall make public and disseminate the information referred to in the preceding paragraphs.

7. The form, period and other conditions for the fulfilment of the obligations laid down in this Article and, where applicable, the exceptions to the fulfilment of these obligations shall be determined.

8. The provisions of this article shall not apply to members and shareholders in funds and corporations for collective investment of variable capital as referred to in Law 35/2003 of 4 November of Collective Investment Institutions.

Article 126. Obligations of the issuer in relation to the self-portfolio.

1. Where Spain is a home Member State, issuers whose shares are admitted to trading on an official secondary market or on another regulated market domiciled in the European Union shall communicate to the National Market Commission Securities, make public and disseminate transactions on their own shares, in terms that are established in a regulation, where the ratio reaches, exceeds or is reduced by the percentages to be determined. This information shall be incorporated into the official register governed by Article 238.

2. The provisions of this article shall not apply to the collective investment companies of variable capital referred to in Law 35/2003 of 4 November of the Collective Investment Institutions.

Article 127. Preventive measures.

1. Where Spain is a host Member State on the terms that are established in regulation, the National Securities Market Commission shall inform the competent authority of the home Member State and the European Securities and Exchange Authority. Markets if it notes that the issuer, the holder of shares or other financial instruments or the natural or legal person referred to in 125.2 has committed irregularities or failed to fulfil the obligations referred to in Articles 118 to 123, 125 and 126.

2. Where, either because the authority of the home Member State has not taken measures, either because the measures taken by the competent authority of the home Member State are in spite of the measures taken by the competent authority of the Member State of origin or because the measures have resulted inadequate, the person referred to in the previous paragraph persists in the violation of the appropriate laws or regulations, the National Securities Market Commission, after informing the competent authority of the home Member State, take all appropriate measures to protect investors. The National Securities Market Commission shall immediately inform the European Commission and the European Securities and Markets Authority of the measures taken.

CHAPTER IX

From takeover bids

Article 128. Mandatory procurement public offering.

You will be required to make a public takeover offer for all shares or other securities that may directly or indirectly entitle you to your subscription or acquisition and to all of your holders at a price. equitable who reaches the control of a listed society, already get it:

(a) Through the acquisition of shares or other securities that confer, directly or indirectly, the right to the subscription or acquisition of shares with voting rights in that company;

b) By parocial covenants with other securities holders; or

c) As a result of other assumptions of a similar nature to be established.

Article 129. Scope of application.

1. The obligations referred to in this Chapter shall be construed as referring to companies whose shares are, in whole or in part, admitted to trading on an official Spanish secondary market and have their registered office in Spain.

2. The obligations referred to in this Chapter shall also apply, in the terms of the rules laid down in regulation, to companies which do not have their registered office in Spain and whose securities are not admitted to trading on a market regulated in the Member State of the European Union in which the company has its registered office, in the following cases:

(a) When the securities of the company are only admitted to trading on an official Spanish secondary market.

(b) When the first admission to trading of securities on a regulated market has been in a secondary official Spanish market.

(c) Where the securities of the company are admitted to trading at the same time on regulated markets in more than one Member State and on an official Spanish secondary market, and the company so decides by notification to them markets and their competent authorities on the first day of the trading of securities.

(d) When on 20 May 2006 the securities of the company were already admitted to trading simultaneously on regulated markets in more than one Member State and on an official Spanish secondary market and the National Commission of the The Securities Market would have agreed with the competent authorities of the other markets in which they would have been admitted to trading or, in the absence of an agreement, the company would have decided.

3. In addition, the obligations referred to in this Chapter shall also apply, in the terms of the rules laid down in regulation, to companies which have their registered office in Spain and whose securities are not admitted to trading in a Spanish official secondary market.

Article 130. Equitable price.

1. The price shall be deemed to be equitable where, at least, it is equal to the highest price paid by the obligation to make the offer or to persons acting in concert with him for the same securities for a period prior to that of the The offer is regulated and in the terms that are established.

2. However, the National Securities Market Commission may modify the price thus calculated in the circumstances and according to the criteria to be established.

Among the above mentioned circumstances may include, inter alia, the following: that the highest price has been fixed by agreement between the buyer and the seller; that the market prices of the securities in question have been handled; whereas market prices, in general, or certain prices, in particular, have been affected by exceptional events; whereas it is intended to promote the consolidation of society.

The above criteria may include, inter alia, the average market value in a given period; the liquidative value of the company or other generally used objective valuation criteria.

3. In the event of a change in the price referred to in the previous paragraph, the National Securities Market Commission shall publish on its website the decision that the offer is made at a price other than fair. That decision shall be reasoned.

Article 131. Control of society.

1. For the purposes of this Chapter, a natural or legal person shall be understood to have individually or jointly with persons acting in concert with it, the control of a company when it reaches, directly or indirectly, a percentage of voting rights equal to or greater than 30%; or, where it has reached a lower level of participation and designates, in the terms to be laid down in regulation, a number of members who, if necessary, together with those who have already (a) to be appointed, represent more than half of the members of the management body of the company.

2. The National Securities Market Commission shall conditionally dispense, in the terms that are regulated by law, the obligation to make the public procurement offer provided for in Article 128, when another person or entity, directly or indirectly, has a percentage of vote equal to or greater than the one required to formulate the offer.

Article 132. Consequences of non-compliance with the formulation of public procurement.

1. Any person who fails to make a public takeover bid shall not be able to exercise the political rights deriving from any of the securities of the listed company for which he or she is entitled to an exercise, without prejudice to penalties provided for in Title VIII. This prohibition shall also apply to securities held indirectly by the obligation to present the public offering and to those who correspond to those who act in concert with it.

2. It shall be understood to be in breach of the obligation to make a public procurement offer who does not present it, present it outside the prescribed maximum period or with essential irregularities.

3. Agreements adopted by the bodies of a company shall be void where, in order to establish such bodies or the adoption of such agreements, it would have been necessary to compute the securities whose political rights are suspended in accordance with the provisions of this Regulation. Article.

4. The National Securities Market Commission shall be entitled to the exercise of the corresponding actions of impeachment, within one year from the date of its knowledge of the agreement, without prejudice to the legitimacy it may have. correspond to other people.

The National Securities Market Commission may contest the agreements of the Board of Directors of the listed company within one year of their knowledge of the agreements.

Article 133. Other provisions.

1. Where the consideration offered consists of securities to be issued by the company required to make the offer, it shall be understood that there is no right of preferential subscription as referred to in Article 93 of the recast of the Companies Act. Capital, approved by the Royal Legislative Decree 1/2010 of 2 July, for the former shareholders and holders of convertible debentures.

2. Without prejudice to Article 130, the public procurement offers shall be subject to the arrangements referred to in Article 137.2 where one of the circumstances set out in paragraph 3 of that provision is met.

3. The provisions of this Chapter shall not apply in the case of the use of the instruments, powers and resolution mechanisms established by Law 11/2015 of 18 June 2015 on the recovery and resolution of credit institutions and undertakings investment services.

4. Regulations shall be laid down:

a) The values to be addressed by the offering.

(b) The rules and deadlines for calculating the percentage of votes that the control of a company provides, taking into consideration direct and indirect participations, as well as agreements, agreements or control situations set.

(c) The person who is required to present the public procurement offer in the case of parocial covenants and situations of control over which there is an obligation to present it.

d) The terms in which the offer will be irrevocable or in which it may be subject to or be modified.

(e) Warranties payable on the basis that the consideration offered is in money, securities already issued or securities whose issuance has not yet been agreed by the offeror entity or entity.

(f) The administrative control mode of the National Securities Market Commission and, in general, the procedure of the takeover bids.

g) The regime of possible competing offers.

h) The proration rules.

i) The excepted operations of this regime.

j) The equitable price, forms of consideration and exceptions, if any, applicable.

k) The information to be made public prior to the submission of an offer, once the decision has been taken to present it, in the course of the offer and after it has been completed.

(l) The period within which a public takeover bid must be submitted since its public announcement.

m) The rules on the expiration of offers.

n) The rules applicable to the publication of the results of the offers.

o) The information to be provided by the administrative or management bodies of the offeree company and the offeror to the representatives of their respective employees or, failing that, to the employees themselves, as the procedure applicable to that obligation, without prejudice to the provisions of the labour law.

p) Other extremes whose regulation is judged necessary.

Article 134. Obligations of the administrative and management bodies.

1. During the period and in the terms to be determined, the administrative and management bodies of the offeree company or of the companies belonging to the same group shall obtain the prior authorization of the general meeting of the shareholders as provided for in Article 194 of the recast text of the Capital Companies Act, approved by Royal Legislative Decree 1/2010 of 2 July 2010, before undertaking any action that would impede the success of the offer, with exception of the search for other offers, and in particular before initiating any issue of securities which may prevent the offeror from gaining control of the offeree company.

In respect of decisions taken before the beginning of the period referred to in the preceding paragraph and not yet fully or partially applied, the general meeting of shareholders shall approve or confirm as provided in the 194 of the recast of the Capital Companies Act, approved by Royal Legislative Decree 1/2010 of 2 July 2010, any decision which does not fall within the normal course of activities of the company and whose application may frustrate the success of the offer.

In the event that the affected company has a dual management system, the provisions of the preceding paragraphs shall also apply to the control board.

2. The general meeting of shareholders referred to in this Article may be convened fifteen days before the date fixed for its conclusion, by means of a notice published in the Official Gazette of the Trade Register and in one of the largest newspapers. circulation in the province, with the expression of the date of the first call meeting and all the issues to be addressed.

The Official Gazette of the Commercial Registry will publish the call immediately to its receipt.

3. Companies may not apply the provisions of paragraphs 1 and 2 where they are the subject of a public takeover bid by an entity which does not have its registered office in Spain and which is not subject to such rules or equivalent, including those referred to the rules necessary for the adoption of decisions by the General Board, or by an entity controlled by that entity, directly or indirectly, in accordance with the provisions of Article 42 of the Code of Commerce.

Any decision taken pursuant to the foregoing paragraph shall require the authorization of the general meeting of shareholders, as provided for in Article 194 of the recast of the Capital Companies Act, adopted by Royal Decree-Law 1/2010 of 2 July 2010, adopted at the latest 18 months before the public takeover bid has been made public.

4. The management body of the offeree company shall publish a detailed report on the offer in terms and time limits to be laid down in regulation.

Article 135. Neutralization measures.

1. Companies may decide to apply the following neutralisation measures:

(a) The ineffectiveness, during the period of acceptance of the offer, of the restrictions on the transmissibility of securities provided for in the partnership agreements referred to that company.

(b) Ineffectiveness, in the general meeting of shareholders which decides on the possible defence measures referred to in Article 134.1, of the restrictions on the right to vote provided for in the statutes of the offeree company and in the partner pacts referred to that company.

(c) The ineffectiveness of the restrictions referred to in point (a) above and, of those provided for in point (b) above, are contained in partnership agreements, where the offeror, after a public takeover bid, is has reached a percentage equal to or greater than 70 percent of the capital that confers voting rights.

2. The statutory clauses which, directly or indirectly, set out in general the maximum number of votes which can be issued by a single shareholder, companies belonging to the same group or those acting in concert with the former, shall be without effect when, after a public takeover bid, the offeror has reached a percentage equal to or greater than 70% of the capital conferring voting rights, unless the offeror or his/her group or those acting in a manner agreed with the former were not subject to equivalent neutralisation measures or not have been adopted.

3. The decision to apply paragraph 1 of this Article shall be taken by the general meeting of shareholders of the company, with the requirements of quorum and majorities provided for the amendment of the statutes of the public limited companies in the text recast of the Capital Companies Act, approved by the Royal Legislative Decree 1/2010 of 2 July, and will be communicated to the National Securities Market Commission and to the supervisors of the Member States in which the shares of the company are admitted to trading, or admission has been requested. The National Securities Market Commission shall make this communication public on the terms and the time limit to be regulated.

At any time the general meeting of shareholders of the company may revoke the decision to apply paragraph 1 of this article, with the requirements of quorum and majorities provided for the modification of the statutes of the public limited companies in the recast text of the Law of Companies of Capital, approved by the Royal Legislative Decree 1/2010, of July 2. The majority required under this paragraph shall be the same as that required under the preceding paragraph.

4. Where the company decides to apply the measures described in paragraph 1, it shall provide for appropriate compensation for the loss suffered by the rightholders referred to therein.

5. Companies may cease to apply the neutralisation measures which have been in force under the provisions of paragraph 1 of this Article, where they are the subject of a public takeover bid by an entity or group or who act in concert with the former, who would not have adopted equivalent neutralisation measures.

Any measure taken pursuant to the provisions of the preceding paragraph shall require authorization from the general meeting of shareholders, with the requirements of the quorum and majorities provided for in the amendment of the statutes of the shareholders. public limited companies in the recast text of the Capital Companies Act, approved by the Royal Legislative Decree 1/2010, of 2 July at the latest, eighteen months before the public takeover bid has been made public.

6. Regulations may be laid down for the other ends, the rules of which are deemed necessary for the development of the provisions of this Article.

Article 136. Forcible buyers.

1. Where, as a result of a public takeover bid for all securities, in the terms of Articles 128 to 133 and 137, the offeror holds securities representing at least 90% of the capital which confers voting rights and the offer has been accepted by holders of securities representing at least 90% of the voting rights, other than those already held by the offeror:

(a) The offeror may require the remaining holders of securities to sell such securities at a fair price.

(b) The holders of securities of the offeree company may require the offeror to purchase their securities at a fair price.

2. If, in the case covered by this article, the securities which are the subject of the purchase or sale of the goods, are seized as a result of administrative acts or judicial decisions, or there is any type of burden on them, including charges, limited real rights or financial guarantees, the securities shall be free of such charges, including the price paid or the securities issued by the offeror as payment of the purchase price.

The depositary of the securities shall be obliged to keep the price of the sale or, where appropriate, the securities delivered, by bringing to the attention of the judicial or administrative authority which has ordered the liens or of the holder of any other charges the application of this procedure.

If, once the provisions of this paragraph have been applied, a portion of the price that would be unnecessary for the satisfaction of the obligations guaranteed by the embargo or liens practiced, or with the existing burdens on the the securities shall be made immediately available to the holder of the securities.

3. The procedure and the requirements applicable to the forcible sale referred to in this Article shall be established.

Article 137. Voluntary takeover bids.

1. Public tenders for the acquisition of shares, or other securities conferring directly or indirectly voting rights in a listed company, made on a voluntary basis, shall be addressed to all of their holders and shall be subject to them. rules of procedure which the tenders referred to in this Chapter may be made, under conditions to be laid down in regulation, by a number of values lower than the total.

The mandatory offer referred to in Article 128 shall not be required where the control has been acquired following a voluntary offer for all securities, addressed to all of its holders and which has fulfilled all the requirements listed in this chapter.

2. Where, within two years of the notice relating to the tender, one of the circumstances referred to in the following third subparagraph is met, the offeror shall provide an independent expert report on the methods and criteria of valuation applied to determine the price offered, including the average market value in a given period, the company's liquidative value, the value of the consideration paid by the offeror for the same securities in the 12 months prior to the announcement of the offer, the accounting value of the company and others generally accepted objective assessment criteria which, in any case, ensure the safeguarding of the rights of shareholders.

The report will justify the respective relevance of each of the methods used in the assessment. The price offered shall not be lower than the price equal to the price referred to in Article 130, and the methods contained in the report shall be taken into account and justified by their respective relevance.

Also, if the offer were to be issued as an exchange of securities, in addition to the foregoing, it must include, at least as an alternative, a consideration or cash price equivalent financially, at least, to the exchange offered.

In order for the offer to be in line with the provisions of this paragraph, the National Securities Market Commission may adapt the administrative procedure, extending the time limits to the extent necessary and requiring the information and documents you deem appropriate.

3. The circumstances referred to in the second paragraph above are as follows:

(a) The market prices of the securities to which the offer is directed provide prima facie evidence of manipulation, which would have led to the opening of a sanctioning procedure by the National Securities and Exchange Commission. infringement of Article 231, without prejudice to the application of the relevant penalties, and provided that the relevant statement of objections has been notified to the person concerned.

(b) Market prices, in general, or of the company concerned in particular, have been affected by exceptional events such as natural disasters, war or calamity or other related events. force majeure.

(c) That the offeree company has been subject to expropriations, confiscations or other circumstances of the same nature that may constitute a significant alteration of the real value of its assets.

4. Regulations may be laid down for the other ends, the rules of which are deemed necessary for the development of the provisions of this Article.

TITLE V

Investment services companies

CHAPTER I

General provisions

Article 138. Concept of an investment services company.

1. Investment firms are those undertakings whose main activity is to provide investment services, on a professional basis, to third parties on the financial instruments referred to in Article 2.

2. Investment firms, in accordance with their specific legal arrangements, shall carry out the investment services and ancillary services provided for in this Chapter and may be members of the official secondary markets if they do so. request in accordance with the provisions of Title IV.

3. The references in this law to investment firms and authorities of Member States of the European Union also include those belonging to other States of the European Economic Area.

Article 139. Non-application assumptions.

1. This law will not apply to the following persons:

(a) People who do not perform more investment service than to negotiate on their own account, except if these persons are market makers or are self-employed on the margins of a regulated market or a multilateral system of negotiation in an organised, frequent and systematic way by providing a system accessible to third parties in order to enter into negotiations with them.

(b) to persons providing investment services which consist exclusively of the management of worker participation schemes or the provision of investment services exclusively to their parent undertakings, to their subsidiaries or other subsidiaries of their parent companies.

(c) persons who are self-employed in financial instruments or provide investment services in financial instruments derived from commodity or derivative contracts referred to in Article 2.8 a clients of their principal activity, provided that they do so as an ancillary activity in respect of the principal, where they are considered as part of a group, such principal activity is not the provision of investment services in the sense of this law or banking services under Directive 2013 /36/EU of the European Parliament and of the Council of June 26 on access to the business of credit institutions and on the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006 /48/EC and 2006 /49/EC.

(d) To persons whose principal activity is to negotiate on their own account in commodities or financial instruments derived from raw materials. This derogation shall not apply where persons who negotiate on their own account in raw materials or commodity derivatives form part of a group whose principal activity is the provision of other investment services in the sense of this law, or of banking services in accordance with Directive 2013 /36/EU of 26 June.

e) To companies providing investment services that consist exclusively of trading on their own account in derivative financial instruments markets and in spot markets for the sole purpose of covering positions in markets for derivative financial instruments, or which operate on behalf of other members of such markets or provide prices for such markets, and which are endorsed by liquidating members of the same market, where the responsibility for compliance with the contracts concluded by those undertakings shall be concluded by the liquidating members of the same market.

(f) to persons providing an investment service, where such service is provided in an ancillary manner within the framework of a professional activity, and provided that the latter is governed by legal or regulatory provisions or by a professional code of conduct which does not exclude the provision of such a service.

(g) To persons providing advice on investments in the exercise of other professional activity not covered by this law, provided that the provision of such advice is not specifically remunerated.

(h) to the members of the European System of Central Banks, to other national bodies with similar functions, or to other public bodies which are responsible for or involved in the management of public debt.

i) To collective investment and pension funds, to their depositaries and management companies. Notwithstanding the foregoing, this law shall apply to the management companies of collective investment institutions in relation to the activities described and under the conditions set out in Article 145.2.

2. Services to be provided as a counterparty in transactions made by public debt trading bodies or by the Bank of Spain, the European Central Bank or other members of the European Banking System shall not be subject to this law. Central to the tasks assigned to them by the applicable legislation.

Article 140. Investment services and activities.

The following investment services will be considered:

a) The receipt and transmission of client orders in relation to one or more financial instruments.

The contact between two or more investors shall be understood to be included in this service to carry out transactions with each other on one or more financial instruments.

b) The execution of those orders on behalf of clients.

c) Self-negotiation.

d) Discretionary and individualized management of investment portfolios according to the mandates conferred by clients.

e) The placement of financial instruments without a firm commitment.

f) Securing financial instruments or placing financial instruments on the basis of a firm commitment.

g) Investment advice, in the understanding of the provision of personalised recommendations to a client, either at the client's request or on the initiative of the investment firm, with respect to one or more transactions relating to financial instruments. Recommendations of a generic and non-personalised nature which may be made in the field of the marketing of financial instruments and securities shall not be considered as providing advice for the purposes of this letter. Such recommendations shall have the value of commercial communications.

h) The management of multilateral trading systems.

Article 141. Ancillary services.

Auxiliary services are considered as follows:

(a) Custody and administration for the account of clients of the instruments provided for in Article 2.

(b) the granting of loans or loans to investors, in order to enable them to carry out an operation on one or more of the instruments provided for in Article 2, provided that the undertaking which grants the credit is involved in that transaction; loan.

c) Advice to companies on capital structure, industrial strategy and related issues, as well as advice and other services in relation to mergers and acquisitions of companies.

(d) Services related to the operations of emission assurance or placement of financial instruments.

e) The development of investment and financial analysis reports or other forms of general recommendation relating to operations on financial instruments.

This letter shall be understood to include any information which, without taking into account the specific personal circumstances of the customer to which it is intended, recommends or proposes an investment strategy, explicitly or implicit, on one or more financial instruments or on issuers of financial instruments, including any opinion on the value or the current or future price of such instruments, provided that the information is intended for distribution channels or the public and the following conditions are met:

1. º that the investment report qualifies as such, or as financial analysis or any term similar to these, or, is presented as an objective or independent explanation of those issuers or instruments on the making recommendations.

2. No, where the recommendation is made by an investment firm to a customer, it does not provide investment advice in accordance with Article 140.g.

f) Currency exchange services, when related to the provision of investment services.

(g) Investment services as well as ancillary services which relate to the non-financial underlying of the derivative financial instruments referred to in Article 2 (3), (4), (5) and (8), where they are linked the provision of investment services or ancillary services.

The deposit or delivery of goods that have the condition of deliverables shall be understood.

Article 142. Other provisions on investment services and ancillary services.

1. The placing on the market of investment services and the acquisition of clients do not constitute investment services in themselves, but activities prior to each of the investment services listed in the preceding articles, which may be developed separately from the provision of the service itself.

2. Investment firms, on the terms they regulate, and whenever possible risks and conflicts of interest between them and their clients, or those that may arise between them, are properly resolved. different clients may carry out the activities provided for in the preceding Articles, relating to instruments not referred to in Article 2 or other ancillary activities which involve the extension of their business, where this does not undermine the the exclusive social object of the investment services company.

Investment services companies may not assume exclusive functions of management companies of collective investment institutions, pension funds or securitisation funds.

3. The Government may amend the content of the list of investment services and ancillary services listed in the previous Articles in order to adapt it to the amendments to be laid down in the European Union legislation. In addition, the government may also regulate the way in which the investment and ancillary services referred to in the previous Articles are provided.

Article 143. Classes of investment services companies.

1. They are investment services companies as follows:

a) Securities companies.

b) The securities agencies.

(c) Portfolio management companies.

d) Financial advisory companies.

2. Securities companies are those investment firms which are able to operate professionally, both on an employed and self-employed basis, and to carry out all the investment services and ancillary services provided for in Articles 140 and 141, respectively.

3. Securities agencies are those investment firms that can professionally only operate on behalf of others, with or without representation. They may carry out the investment services and ancillary services provided for in Articles 140 and 141 respectively, with the exception of those provided for in Article 140.c) and in Article 141.b).

4. The portfolio management companies are those investment firms which can only provide the investment services provided for in Article 140.d) and (g). They may also carry out the ancillary services provided for in Article 141.c) and (e)

5. The financial advisory companies are those natural or legal persons who can only provide the investment services provided for in Article 140,g) and the ancillary services provided for in Article 141.c) and e).

In no case shall the activities carried out by these companies be covered by the investment guarantee fund governed by Title VI.

Likewise, these companies, as well as those described in the previous paragraph, may not conduct securities or cash transactions on their own behalf, except for, subject to the limitations that they may regulate, manage their own heritage. These companies will not be allowed to have any funds or client values so that in no case they will be able to place themselves in a debtor position with respect to their clients.

Article 144. Reservation of activity and denomination.

1. No person or entity may, without having obtained the required authorization and be entered in the corresponding administrative records, carry out the activities provided for in Article 140 and in the Article 141.a), (b), (d), (f) and (g), in relation to the financial instruments referred to in Article 2, comprising, for that purpose, foreign exchange transactions.

Also, the marketing of investment services and the collection of clients may only be carried out professionally, by themselves or through the agents regulated in Article 146, by the entities that are authorized. to provide such services.

2. The names of the 'securities company', 'securities agency', 'management company of carteras' and 'financial advisory firm', as well as their abbreviations 'S.V.', "A.V. ', "S.G.C.' and "E.A.F.I.", respectively, are reserved for the entities registered in the corresponding records of the National Securities Market Commission, which are obliged to include them in their name. No other person or entity may use such names or abbreviations or the name of "investment firm" or any other name or abbreviation that leads to confusion.

3. Persons or entities which do not comply with the provisions of the two preceding paragraphs shall be required to cease immediately in the use of the names or in the offer or performance of the activities described. If, within 30 days of notification of the requirement, they continue to use or carry out them, they shall be subject to periodic penalty payments of up to EUR 500 000, which may be repeated on the occasion of subsequent requirements.

4. It shall be competent for the formulation of the requirements and for the imposition of the fines referred to in the previous paragraph by the National Securities Market Commission, which may also make public warnings regarding the existence of the conduct. The requirements shall be made after the hearing of the person or entity concerned and the fines shall be imposed in accordance with the procedure laid down in this law.

The provisions of this paragraph shall be without prejudice to any other sanctions which may be imposed in accordance with Title VIII or any other liability, including criminal law, which may be enforceable.

5. The Commercial Registry and other public records shall not register those entities whose social object or denomination is contrary to the provisions of this law. Where, however, such inscriptions have been carried out, they shall be null and void and shall be cancelled ex officio or at the request of the National Securities Market Commission. Such nullity shall not prejudice the rights of third parties in good faith, acquired in accordance with the content of the relevant Registers.

Article 145. Other entities authorised to provide investment services.

1. Credit institutions, even if they are not investment firms under this law, may normally carry out all the services provided for in Articles 140 and 141, provided that their legal status, their statutes and their authorisation specifies to enable them to do so.

In the procedure for authorizing credit institutions for the provision of investment services or ancillary services, the report of the National Securities Market Commission shall be required.

The provisions of this law and its implementing rules for the performance and discipline of the services and activities provided for in Articles 140 and 141 and its provisions shall apply to credit institutions. possible participation in official secondary markets.

2. They shall apply to the Management Societies of Collective Investment Institutions which are authorized to do so by the rules laid down in this Law and in its implementing provisions governing the discretionary and individualised management of investment portfolios, investment advice, the custody and management of the investment funds ' holdings and, where appropriate, the shares of the investment companies. In particular, they shall apply to them, where appropriate, to the specialities which may be regulated by regulation, Articles 183, 185, 195 and 202 to 219.

Article 146. Agents of investment services companies.

1. Investment firms may designate agents for the promotion and marketing of investment services and ancillary services covered by their programme of activities. They may also appoint them to carry out customarily against clients, on behalf of the investment firm, the investment services provided for in Article 140,a) and (e) and to provide advice on the financial instruments and the investment services that the company offers.

Agents shall act at all times on behalf of and under the full and unconditional responsibility of the investment service companies that have engaged them.

2. The agents must meet the following requirements:

a) Act exclusively for a single investment service company, or for multiple of the same group.

b) Do not represent any representation of investors or develop activities that may conflict with the good performance of their functions.

(c) The requirements for good repute, knowledge and experience of Article 152.1.f).

d) Not receiving from clients, even transiently, financial instruments or money, nor perceiving fees, commissions or any other kind of client's remuneration.

e) Do not subdelegate your actions.

3. Investment firms must, as a prerequisite for the appointment of agents:

(a) Dispose of the means necessary to effectively control the performance of their agents and enforce the internal rules and procedures of the entities that are applicable to them.

(b) Ensure that the agents comply with the provisions of paragraph 2.c), that they do not carry out activities which may adversely affect the provision of the services entrusted and which inform clients of the name of the investment services company they represent and act on their behalf and on their behalf when they contact or before they negotiate with any client or possible client.

c) Give them enough power to act on behalf and on behalf of you in the provision of services entrusted to them.

4. The provisions of this Article and the following shall be governed by regulation, in particular by establishing, in particular, the other requirements to which the action of the agents and investment firms to which they provide is subject services.

Article 147. Enrollment in the agent log.

1. Investment firms that hire agents must report to the National Securities Market Commission, which shall register them in the register referred to in Article 238.e), after registration of the powers in the Trade Register and once proven that the agent has accredited good repute, knowledge and experience to be able to communicate accurately to the client or to the possible client all the relevant information about the proposed service. Registration of the National Securities Market Commission registration will be a necessary requirement for agents to be able to start their activity.

2. Where the investment firm concludes its relationship with an agent, it shall immediately communicate it to the National Securities Market Commission for entry in the relevant register.

3. Where a Spanish investment firm makes use of a related agent established in another Member State of the European Union, the tied agent shall be registered in the register of the National Securities Market Commission when the State the Member State in which it is established does not allow its domestic investment firms to use related agents.

4. Credit institutions which, in accordance with Article 145, are authorised for the provision of investment services may designate agents in the terms and conditions set out in this Article. In this case, the agents shall be registered in the register which, for that purpose, exists in the Banco de España and shall be governed by the provisions of the banking rules applicable to them, in so far as it is not contradictory to the provisions of this Regulation. Article.

Article 148. Electronic procurement.

In accordance with the rules that, in general, regulate the procurement by electronic means, the Minister of Economy and Competitiveness is enabled to regulate the specialties of the contracting of services of investment in electronic form, ensuring the protection of the legitimate interests of the customers and without prejudice to the freedom of procurement which, in their substantive aspects and with the limitations that may arise from other provisions (a) the relationship between investment firms and their investment firms should be the subject of customers.

CHAPTER II

Authorization, registration, suspension, and revocation

Article 149. Authorization.

1. It will be up to the National Securities Market Commission to authorize the creation of investment service companies.

The authorisation shall include the type of investment firm in question, as well as the specific investment services and ancillary services which are authorised to it from among those listed in the investment services programme. activities referred to in paragraph 3.

2. The administrative decision shall be reasoned and shall be notified within three months of receipt of the request or at the time of completion of the required documentation and, in any event, within six months of the date of receipt of the request. reception of that. Where the application is not settled within the time limit, it may be deemed to be dismissed.

The National Securities Market Commission will report to the Ministry of Economy and Competitiveness on a quarterly basis, the authorization procedures initiated indicating the essential elements of the file to be processed, and the completion of the same, indicating the meaning of the resolution adopted by the National Securities Market Commission.

3. The application for authorization, together with, where appropriate, the statutes and other documents which are to be determined, shall, in any event, accompany a programme of activities, in which it shall specify in a specific manner which of the provided for in Articles 140 and 141 is intended to be carried out by the undertaking and with which it reaches, as well as the organisation and means of the undertaking. Investment firms shall not be able to carry out activities which are not expressly provided for in the authorisation referred to in paragraph 1

In no case will the authorization for the provision of ancillary services be granted.

4. For the provision of the management service of a multilateral trading system, the official secondary-market companies and the entities incorporated in that effect may also be authorised by one or more companies. (a) the management of the system, which must be wholly owned and operated by one or more of the governing companies, provided that they comply, in the terms and with the adjustments to be made, (a) the requirements of the investment firm to obtain the authorisation established in this Chapter, with the exception of the obligation to join the Investment Guarantee Fund and the provisions of Article 167.2.

Article 150. Record.

1. In order for an investment firm, once authorized, to be able to start its activity, the promoters must constitute the company, registering it in the Commercial Registry and subsequently in the Register of the National Market Commission Corresponding values. In the case of financial advice undertakings which are natural persons, the registration of the National Securities Market Commission shall be sufficient.

2. The National Securities Market Commission shall notify any authorisation granted to the European Securities and Markets Authority.

Article 151. Authorisation of investment services companies controlled by other companies.

1. The National Securities Market Commission shall, in advance, consult with the competent supervisory authority of the relevant Member State of the European Union on the authorisation of an investment firm when it has taken any of the Following circumstances:

(a) that the new undertaking is to be controlled by an investment firm, a credit institution, an insurance or reinsurance undertaking or a management company of collective investment institutions authorised in that State.

(b) That their control is to be exercised by the dominant undertaking of an investment firm, a credit institution, an insurance or reinsurance undertaking or a management company of collective investment institutions authorized in that State.

(c) That their control is to be exercised by the same natural or legal persons who control an investment firm, a credit institution, an insurance or reinsurance undertaking or a management company of collective investment authorised in that Member State.

It is understood that there is a control relationship for the purposes of this article provided that it is one of the assumptions provided for in Article 42 of the Commercial Code.

2. The consultation referred to in the preceding paragraph shall, in particular, achieve the assessment of the suitability of the shareholders and the good repute, knowledge and experience of the managers and directors of the new entity or entity. (a) a dominant position, and may be reiterated for the continued assessment of compliance by Spanish investment services companies with such requirements.

3. In the case of the establishment of investment firm undertakings which are to be directly or indirectly controlled by one or more undertakings authorised or domiciled in a non-Member State of the European Union, the granting of the authorisation, refusal or limitation of its effects, where a decision taken by the European Union has been notified to Spain by verifying that the investment firm of the European Union does not benefit in that State from a treatment which offers the same conditions of competition as its national entities and which does not meet the conditions of effective market access.

Article 152. General authorization requirements.

1. Institutions shall comply with the following requirements to obtain the authorisation as an investment firm:

a) To have for exclusive social object the realization of the activities that are their own of the investment services companies, according to this law.

b) Revestir the form of a public limited company, constituted for an indefinite period of time, and that the actions of its social capital have a nominative character. It may be provided that the investment firm reviews another form of company in the case of financial advisory firms which are legal persons.

(c) In the case of a newly created entity, it shall be constituted by the simultaneous founding procedure and shall not reserve any special benefits or remuneration of any kind to its founders.

(d) Contar with a minimum of fully paid-up cash and the minimum own resources which are determined on the basis of the services and activities to be provided and the expected volume of the activity.

In the case of investment firms that are only authorised to provide the investment advisory service or to receive and transmit orders from investors without holding funds or securities (a) the securities belonging to clients, and which for this reason may never be in a debtor situation in respect of such clients, must subscribe to a minimum social capital or professional liability insurance, or a combination of both, compliance with what is to be regulated.

e) Contar with at least three administrators or, where appropriate, that the board of directors consists of no less than three members. A higher number of managers may be required in accordance with the investment and ancillary services to be provided by the institution. In the case of financial advice undertakings which are legal persons, the institution may appoint a single administrator.

(f) Presidents, Vice-Presidents, Directors or Directors, Directors-General and assimilated to the latter, must have recognized good repute, knowledge and experience for the proper exercise of their functions and to be in order to exercise good governance of the investment firm. In the case of dominant entities of investment firms, the requirement of good repute must also be provided for in the presidents, vice-presidents, directors or directors, directors-general and equivalent to the latter and the A majority of the members of the Management Board shall have knowledge and experience for the proper performance of their duties.

In addition, the requirements of good repute, knowledge and experience must be met by those responsible for internal control functions and other key positions for the daily development of the business of a service company. of investment and of its dominant entity, as established by the National Securities Market Commission.

g) Contar with the procedures, measures, and means necessary to meet the organizational requirements set out in Article 193.2 and 3.

(h) Contar with an internal regulation of conduct, adjusted to the provisions of this law, as well as with control and security mechanisms in the field of computer and appropriate internal control procedures, including, A personal transaction regime of the company's directors, directors, employees and proxies.

i) to join the investment guarantee fund provided for in Title VI, where the specific regulation of that fund so requires. This requirement shall not be required by financial advisory firms.

j) Submit a business plan that reasonably proves that the investment services business project is viable in the future.

k) Present appropriate documentation on the conditions and services, functions or activities to be outsourced or outsourced, so that it can be verified that this fact does not denature or leave the content of the requested authority.

(l) Contar with appropriate procedures for the prevention of money laundering and terrorist financing.

In the regulatory development of the requirements set out in this paragraph, account must be taken of the type of investment firm concerned and the type of activities it carries out, in particular in relation to the establishment of the minimum social capital and the minimum own resources provided for in point (d).

2. Where the official secondary market is requested by the official secondary market for authorisation and the persons managing the multilateral trading system are the same as those managing the multilateral trading system, those persons shall be presumed to comply with the requirements set out in point (f).

Article 153. Specific requirements for authorization.

1. Financial advice undertakings which are natural persons shall comply with the following requirements to obtain the relevant authorisation:

(a) Having adequate good repute, knowledge and experience in accordance with the provisions of Article 152.1.f.

b) Meet the financial requirements that are established regulatively.

(c) Meet the requirements set out in Article 152.1.g) and (h) in the terms that are to be regulated.

2. Where the application for authorisation relates to the provision of the management service of a multilateral trading system, the investment firm, the governing company or, where appropriate, the entity set up for that purpose by one or more of the following: In addition, they shall submit to the approval of the National Securities Market Commission an operating regulation which, without prejudice to the other specifications laid down in Article 320, shall:

(a) Establish clear and transparent rules governing access to the multilateral trading system in accordance with the conditions set out in Article 69.2 and set the criteria for determining the instruments financial that can be traded on the system.

b) Establish rules and procedures that regulate the negotiation in these systems in a fair and orderly manner, establishing objective criteria that allow for the effective execution of the orders.

Article 154. Expiration of the authorization.

The authorisation referred to in this Chapter shall be expired if the period of one year has elapsed, from the day following the date of notification of the administrative decision granting the authorisation, the promoters of the investment firm shall not request, after complying with the provisions of the previous paragraph, their registration in the corresponding register of the National Securities Market Commission.

Article 155. Refusal of authorization.

The National Securities Market Commission may only refuse authorization to constitute an investment services company for the following reasons:

a) When the legal and regulatory requirements for obtaining and preserving authorization are not met.

(b) Where, in view of the need to ensure sound and prudent management of the institution, the suitability of the shareholders to have a significant holding, as defined in the Article, is not considered appropriate. 174. Among other factors, suitability will be appreciated based on:

1. The Honorability of shareholders.

2. The heritage means with which these shareholders have to attend to the commitments made.

3. The possibility that the institution may be inappropriately exposed to the risk of its promoters ' non-financial activities; or, when dealing with financial activities, the institution's stability or control may be be affected by the high risk of those.

The references made to the shareholders in this article will be understood to be made to employers in the case of financial advisory companies that are natural persons.

(c) The lack of transparency in the structure of the group to which the entity may eventually belong, or the existence of close links with other investment firm or other natural or legal persons prevent the effective exercise of the supervisory functions of the National Securities Market Commission and, in general, the existence of serious difficulties in inspecting it or obtaining the information that the National Securities Market Commission considers necessary for the proper development of its supervisory functions.

(d) Where the laws, regulations or administrative provisions of a non-Member State of the European Union governing the natural or legal persons with which the investment firm maintains close links, or the difficulties involved in implementing them, prevent the effective exercise of supervisory functions.

e) The lack of good repute, knowledge and experience, and the ability to exercise good governance of the company by members of the board of directors and persons who are responsible for the effective management of the mixed financial holding company, where the investment firm is to be dependent on the investment firm as an integral part of a financial conglomerate.

f) The existence of serious conflicts of interest between the positions, responsibilities or functions held by the members of the investment firm's board of directors and other positions, responsibilities or functions that are simultaneously displayed.

Article 156. Statutory amendments.

1. Amendments to the social statutes of investment firms shall be subject to the procedure for the authorisation of new entities, but the application for authorisation must be settled, notifying the parties concerned, the two months following their submission.

2. Where the application is not resolved within this period, it shall be deemed to be estimated.

3. All statutory amendments shall be subject to registration in the Trade Register and in the Register of the National Securities Market Commission, within the time limits and with the requirements to be determined.

4. By way of derogation from paragraph 1, they shall not require prior authorization, although they shall be communicated to the National Securities Market Commission for their constancy in the relevant register, the modifications of the social statutes that have as their object:

a) Change of domicile within the national territory as well as the change of denomination of the investment firm.

(b) Incorporation to the statutes of the investment services companies of legal or regulatory precepts of an imperative or prohibitive nature, or compliance with judicial or administrative decisions.

c) The capital increases from the reserves of the investment services companies.

(d) Those other amendments for which the National Securities Market Commission, in response to prior consultation or, by general resolution, has deemed it unnecessary, because of its limited relevance, the authorization processing.

Article 157. Modification of the authorised investment services.

1. Any alteration of the specific investment services and ancillary services initially authorised shall require prior authorisation granted in accordance with the procedure for the authorisation of new entities and registration in the registers of the latter. Commission, in the form that it is regulated.

2. Authorization may be refused if the institution does not comply with Articles 152, 153, 155, 183, 185, 190 and 193 and, in particular, if the National Securities Market Commission considers the administrative and accounting organisation of the institution to be insufficient. entity, its human and technical means, or its internal control procedures.

3. If, as a result of the authorised alteration, the investment firm restricts the scope of its activities, it shall, where appropriate, settle the outstanding transactions or transfer the securities, instruments and cash which it has they would have trusted their customers. The National Securities Market Commission may agree on appropriate precautionary measures, including the intervention of the settlement of pending transactions.

Article 158. Appointment of new management and management positions.

1. The appointment of new positions of management or management of investment firms and, where appropriate, of their dominant entities, shall be the subject of prior notice to the National Securities Market Commission, in the form and time-limits to be determined.

2. The National Securities Market Commission may object to such appointments, in a reasoned manner within three months of the receipt of the communication, if it is considered that such persons are not of sufficient good repute or experience, in accordance with the provisions of Article 152.1.f) and (g) or where there are objective and demonstrable grounds for believing that the proposed changes may jeopardise the appropriate and prudent management of the entity or group to which it belongs.

3. In the case of new charges of administration or management of the dominant entity of the investment firm which are subject to the authorisation of other supervisory bodies, the mere communication to the National Commission of the New Charges Stock Market.

Article 159. Structural modifications.

The transformation, merger, division and segregation of a branch of activity, as well as other social modification operations carried out by an investment firm or leading to the creation of a business investment services shall require prior authorization, in accordance with the procedure laid down in Article 149, with the adjustments to be made to them, which shall not in any event mean that the social change is likely to be the requirements for the establishment of the investment services undertakings to be legal or regulatory established.

Article 160. Revocation of the authorization.

The authorisation granted to an investment firm or to one of the entities referred to in Article 145.2 or to a branch of an entity based in non-member States of the European Union may be revoked in the Assumptions:

(a) If you do not start the authorized activities within twelve months of the date of notification of the authorization, for cause attributable to the person concerned.

b) If you expressly waive the authorization, regardless of whether it is transformed into another entity or agrees to its dissolution.

(c) If it interrupts, in fact, the specific activities authorised for a period of more than six months.

d) If for a year it performs a lower than normal volume of activity that is regulated by regulation.

e) If you are in breach of any of the requirements for obtaining the authorization, unless otherwise provided for in connection with the above requirements.

(f) In case of serious and systematic non-compliance with the obligations laid down in Articles 190.1.a) and 193.2.c), e) and (f).

g) When of the assumption provided for in Article 180.1.

h) If the investment firm or the person or entity is declared judicially in contest.

i) As a sanction, as provided for in Title VIII of this Act.

(j) If the investment firm ceases to belong to the investment guarantee fund provided for in Title VI.

k) When any of the causes of dissolution provided for in Articles 360 and 363 recused text of the Capital Companies Act approved by the Royal Legislative Decree 1/2010, of 2 July.

l) If you have obtained the authorization by virtue of false statements or by other irregular means.

Article 161. Procedure for revoking the authorization.

1. The revocation of the authorization shall be in accordance with the procedure laid down in the rules governing the common administrative procedure of the General Administration, corresponding to the processing and the resolution to the National Market Committee Values.

The National Securities Market Commission will communicate to the Ministry of Economy and Competitiveness the revocation of the authorization granted.

2. However, where the cause of revocation is one of the reasons set out in points (a), (b) or (h) of the previous Article, it is sufficient to give the interested party a hearing. In the cases referred to in points (i) and (j), the specific procedures provided for in this law shall be followed.

3. The resolution that agrees to the revocation shall be immediately enforceable. Once notified, the service company concerned will not be able to carry out any new operations. The resolution must be registered in the Mercantile Register and the National Securities Market Commission, and will be notified to the European Securities and Markets Authority. It will also be published in the "Official State Gazette", which has since then produced effects vis-à-vis third parties.

4. The National Securities Market Commission may agree that the revocation will result in the entity's forced dissolution. Where the dissolution affects members of the market, the National Securities Market Commission and the governing bodies of the official secondary markets, by themselves or at the request of the latter, may agree to all precautionary measures considers relevant in the interests of the protection of investors and the regular functioning of the securities markets, and in particular:

(a) Agree to the transfer to another entity of the marketable securities, financial instruments and cash that would have been entrusted to it by its clients.

b) Require some specific guarantee to the liquidators appointed by the company.

c) Name the liquidators.

d) Intervening settlement operations. If, pursuant to the provisions of this provision, or in other provisions of this law, liquidators, or auditors of the winding-up operation, have to be appointed, it shall apply, with the appropriate adaptations, as referred to in Title III, Chapter V of the Law 10/2014, of June 26.

5. Where the revocation does not lead to the dissolution of the investment firm, it shall proceed in an orderly manner to settle the outstanding transactions and, where appropriate, to transfer the securities, financial and cash instruments. that his clients would have trusted him. The National Securities Market Commission may agree on appropriate precautionary measures, including the intervention of the settlement of pending transactions.

6. When an investment firm agrees to be dissolved by any of the causes provided for in Article 363 of the recast of the Capital Companies Act, approved by the Royal Legislative Decree 1/2010 of 2 July, it shall be understood revoked the authorization, and the National Securities Market Commission may agree for its orderly liquidation any of the measures mentioned in paragraph 4 of this article.

7. The revocation of the authorisation granted to an investment firm based in a non-Member State of the European Union shall determine the revocation of the authorisation of the operating branch in Spain.

8. In the event that the National Securities Market Commission becomes aware that an investment firm of another Member State of the European Union operating in Spain has been revoked the authorisation, it shall immediately agree to the appropriate measures to ensure that the institution does not initiate new activities and the interests of investors are safeguarded. Without prejudice to the powers of its supervisory authority and in collaboration with it, the National Securities Market Commission may agree on the measures provided for in this law to ensure proper settlement.

Article 162. Suspension of the authorization.

1. The National Securities Market Commission may suspend, in whole or in part, the effects of the authorisation granted to an investment firm. Where the suspension is partial, it shall affect certain activities or the extent to which they were authorised.

2. The suspension may be agreed upon when any of the following assumptions are made:

a) Opening a sanctioning case for serious or very serious infringement.

(b) Where any of the causes referred to in Article 160,e), (f), (h), (j) or (l) are to be found, the revocation procedure shall be substantiated.

c) When the assumption is provided for in Article 178.

(d) When the company does not make the contributions to the investment guarantee fund provided for in Title VI to which it belongs.

e) As a sanction, as provided for in Title VIII.

3. The suspension shall be agreed only where, in the case of one of the reasons set out in the preceding number, the measure is necessary to ensure the solvency of the institution or to protect investors. It shall not be agreed, except in the case of a penalty, for a period exceeding one year, which may be extended by another year.

4. The measure of suspension of activities shall be agreed and shall produce its effects as provided for in Article 161, except where it is assumed to have a specific regime in this law.

Article 163. Legitimization to request the contest declaration.

The National Securities Market Commission will be entitled to apply for the declaration of competition from investment firms, provided that the accounting statements submitted by the institutions, or the checks made by the services of the National Securities Market Commission itself, is found to be in a state of insolvency in accordance with the provisions of Law 22/2003, of July 9, Bankruptcy.

CHAPTER III

Branches and freedom to provide services

Article 164. Cross-border action of Spanish investment firms in the Member States of the European Union.

Spanish investment firms may provide investment services in the territory of other Member States of the European Union as well as ancillary services for which they are authorised, either through the the establishment of a branch, whether through the freedom to provide services, in the terms set out in this Chapter.

Article 165. Opening of branches in Member States of the European Union.

1. Any Spanish investment firm wishing to establish a branch in the territory of another Member State of the European Union shall notify the National Securities Market Commission thereof. The notification shall indicate:

(a) Member States in whose territory it is proposed to establish a branch.

(b) A programme of activities specifying, inter alia, investment services, as well as the ancillary services which it is proposed to carry out and the organisational structure of the branch in addition to the indication whether the branch expects to use linked agents.

c) The address in the host Member State where documentation can be obtained.

d) The name of the managers responsible for the management of the branch.

2. Unless it has reason to doubt the suitability of the administrative structure or the financial situation of the institution, taking into account the activities it intends to carry out, the National Securities Market Commission must send all the information submitted by the Spanish investment firm to the competent authority of the host Member State within three months of its receipt, and duly inform the investment firm of that information.

In addition, the National Securities Market Commission shall forward to the competent authority of the host Member State, the data on the investment guarantee fund to which the institution is attached, as well as any the modification that might occur in this respect.

3. If the National Securities Market Commission agrees not to forward the information to the host Member State for any of the reasons set out in the previous paragraph, it shall communicate it to the investment firm within three months. months from receipt of the information, indicating the reasons for its refusal.

4. In the event of a change in any of the data communicated in accordance with paragraph 1, the investment firm shall inform the National Securities Market Commission in writing at least one month before it is made available. effective. The National Securities Market Commission shall communicate this to the competent authority of the host Member State.

5. The branch may establish itself and start its activities when it has received the communication from the competent authority of the host Member State or, in the absence of such notification, within two months of the date of the Commission's communication. National of the Securities Market to that competent authority.

6. Where the Spanish investment firm uses an agent established in another Member State of the European Union, that agent shall be treated as a branch and shall be subject to the arrangements set out in this Article for branches.

Article 166. Freedom to provide services in Member States of the European Union.

Any Spanish investment firm which, under the freedom to provide services, wishes to provide services for the first time in the territory of another Member State of the European Union, or wishes to amend the range of services or activities provided under this scheme, shall be notified to the National Securities Market Commission. The notification shall indicate:

a) The Member State in which you plan to operate.

(b) A programme of activities specifying, inter alia, investment services, as well as the complementary services which it is proposed to carry out and the indication of whether it is envisaged to use related agents in the territory of the Member States in which it intends to provide services. Where the investment firm intends to use related agents, the National Securities Market Commission shall, at the request of the competent authority of the host Member State and within a reasonable period of time, communicate the the identity of the tied agents which it intends to use in that Member State. The National Securities Market Commission shall give access to that information to the European Securities and Markets Authority in accordance with the procedure and in accordance with the conditions laid down in Article 35 of Regulation (EU) No 1095/2010. November 24, 2010.

Article 167. Cross-border action of Spanish investment services firms in non-EU Member States.

1. A Spanish investment firm intending to open a branch, or to provide services without a branch in a non-EU Member State, must obtain prior authorisation from the National Securities Market Commission, (a) the requirements and the procedure applicable to this case shall be determined.

2. The National Securities Market Commission shall inform the European Commission and the European Securities and Markets Authority of the general difficulties faced by investment firms in establishing or providing for the provision of services. investment services in a non-Member State of the European Union.

3. The creation by a Spanish investment firm or a group of Spanish investment services companies of an investment service company will also be subject to prior authorisation from the National Securities Market Commission. foreign investment, or the acquisition of a holding in an existing undertaking, where that foreign investment firm is to be incorporated or is domiciled in a State which is not a member of the European Union. The information to be included in the application will be determined.

4. The National Securities Market Commission, within three months from receipt of all required information, will resolve the request. Where the application is not settled within the time limit, it may be deemed to be estimated.

5. The National Securities Market Commission may refuse the request when, in view of the financial situation of the investment firm or its management capacity, it considers that the project may disturb the good development of its activities in Spain, where, in view of the location and characteristics of the project, the effective supervision of the group, on a consolidated basis, by the National Securities Market Commission or, where the activity of the entity is dominated, cannot be ensured. is not subject to effective supervision by any national supervisory authority.

Article 168. Investment firms authorised in another Member State of the European Union.

1. Investment firms authorised in another Member State of the European Union may carry out in Spain either by opening a branch or by way of freedom to provide services, investment services and services. aids. It is essential that the authorisation, the statutes and the legal status of the entity enable it to carry out the activities it intends to carry out. In any event, ancillary services may be provided only together with an investment service.

2. Under no circumstances may the establishment of branches or the freedom to provide services referred to in the preceding paragraph be conditional upon the obligation to obtain an additional authorization, or to provide a fund for the provision of, or any another measure having equivalent effect.

Article 169. Procedure for opening and closing branches in Spain.

1. The opening in Spain of branches of investment firms authorised in other Member States of the European Union shall not require prior authorisation.

2. By way of derogation from the above paragraph, the opening of the branch shall be conditional on the National Securities Market Commission receiving a communication from the competent authority of the home Member State of the service undertaking. investment. Such communication shall contain the information referred to in Article 165.1.

3. Once the communication has been received, the National Securities Market Commission will notify its receipt to the investment firm, who must register the branch in the Mercantile Registry and the corresponding register of the National Securities Market Commission, communicating to that date the effective start of its activities. If the National Securities Market Commission does not carry out this communication, the branch may be established, registering in the Mercantile Register and the National Securities Market Commission, and start its activities within two months. from the date of the communication of the competent authority of the State of origin.

4. After one year after the investment firm has been notified of the receipt of the communication by its supervisory authority, the branch has not been registered in the relevant register of the National Commission. of the Stock Market, the procedure shall be deemed to be expired.

5. In the event of closure, the branch shall report to the National Securities Market Commission at least three months in advance of the planned date.

6. Where the investment firm makes use of an agent established in a Member State of the European Union other than the home Member State of the investment firm, the tied agent shall be treated as the branch in question. subject to the provisions of this law for branches.

Article 170. Supervision of branches in Spain

1. The National Securities Market Commission shall be responsible for ensuring that the services provided by the branch in Spanish territory comply with the obligations laid down in Articles 89 to 92, 209 to 218 and 221 to 224 and the obligations set out in Title X, Chapter III and the measures taken in accordance with Title X.

Consequently, the National Securities Market Commission will have the right to examine the measures taken by the branch and to ask for the strictly necessary modifications to ensure compliance with the provisions of the articles and measures taken in accordance with them, in respect of the services or activities provided by the branch on Spanish territory.

2. The National Securities Market Commission shall also assume control of the obligation laid down in Article 193.2.d) in respect of the registration of the operations carried out by the branch, without prejudice to the competent authority of the State of source has direct access to that record.

3. The provisions of the two preceding paragraphs shall also apply in the case of branches of credit institutions of the European Union authorised to provide investment services on Spanish territory.

4. Without prejudice to the above two paragraphs, the competent authority of the home Member State may, in the exercise of its responsibilities and after informing the National Securities Market Commission, carry out inspections " in (a) of that branch.

5. The National Securities and Exchange Commission may require, for statistical purposes, that all Community investment firms which have branches in Spanish territory regularly inform them of the activities of these companies. branches.

Article 171. Freedom to provide services in Spain.

1. The implementation in Spain for the first time of investment activities or services, and ancillary services, under the freedom to provide services, by investment firms authorised in another Member State of the European Union, may be initiated once the National Securities Market Commission has received a communication from the competent authority of the institution's home Member State, as referred to in Article 166.

2. Where the investment firm intends to use related agents, the National Securities Market Commission may request the competent authority of the State of origin to communicate, within a reasonable period of time, the the identity of the tied agents which the institution intends to use in the Spanish territory. The National Securities Market Commission may decide to make this information public.

Article 172. Preventive measures.

1. Where the National Securities Market Commission has clear and demonstrable grounds for believing that an investment firm authorised in another Member State of the European Union operating in Spain through a branch or a free market the provision of services infringes obligations arising from national provisions adopted pursuant to Directive 2004 /39/EC, shall communicate the facts to the competent authority of the home Member State.

In the event that, despite the measures taken by the competent authority of the home Member State, the investment firm persists in a performance which is clearly detrimental to the interests of investors in the Spain or for the proper functioning of the markets, the National Securities Market Commission, after informing the competent authority of the home Member State, shall take all appropriate measures, including the possibility of preventing the (a) companies of infringing investment services carry out new operations in the territory Spanish. The National Securities Market Commission shall inform the European Commission and the European Securities and Markets Authority of these measures without delay. The National Securities Market Commission may request the European Securities and Markets Authority to act in accordance with the powers conferred on it by Article 19 of Regulation (EU) No 1095/2010 of 24 November 2010.

2. By way of derogation from the above paragraph, where the National Securities Market Commission finds that the Spanish branch of a Community investment firm does not comply with the obligations laid down in Articles 89 to 92, 209 to 218 and 221 to 224, and in Title X, Chapter III of this Act and in its implementing provisions, shall require the investment firm to put an end to its irregular situation.

If the investment firm does not take appropriate measures, the National Securities Market Commission will take all necessary measures to put an end to this situation, and inform the competent authorities of the the Member State of origin of the nature of the measures taken.

If, despite the measures taken by the National Securities Market Commission, the company continues to infringe the provisions contained in this law and its implementing rules, the National Securities Market Commission, after informing the competent authorities of the Member State of origin, it may sanction it and, where appropriate, prohibit it from carrying out further operations on Spanish territory. The National Securities Market Commission shall inform the European Commission and the European Securities and Markets Authority without delay of these measures. The National Securities Market Commission may request the European Securities and Markets Authority to act in accordance with the powers conferred on it by Article 19 of Regulation (EU) No 1095/2010 of 24 November 2010.

3. Any measure taken pursuant to this Article involving penalties or restrictions of the activities of an investment firm shall be duly substantiated and communicated to the investment firm concerned.

4. The provisions of this Article shall also apply in the case of credit institutions from other Member States of the European Union authorised to provide investment services on Spanish territory, or under the freedom to provide services. services, either on the basis of freedom of establishment.

Article 173. Investment firms authorised in non-Member States of the European Union.

1. Investment firms which are not authorized in the Member States of the European Union which intend to open a branch in Spain shall be subject to the prior authorization procedure provided for in Chapter II with the adjustments to be made to the Regulations shall be established. If they intend to provide services without a branch, they must be authorised in the form and conditions which they regulate.

2. The authorization referred to in the preceding paragraph may be refused, or conditional, for prudential reasons, for not giving equivalent treatment to the Spanish entities in their country of origin, or for not being assured of compliance with the rules for the management and discipline of the Spanish stock markets.

3. Investment services companies based in non-EU Member States operating in Spain shall be subject to this law and its implementing rules.

CHAPTER IV

Significant shareholdings

Article 174. Significant shareholdings.

1. For the purposes of this law, significant participation in a Spanish investment firm shall be understood to be that which reaches, directly or indirectly, at least 10% of the capital or voting rights of the company.

It will also have the consideration of significant participation, which, without reaching the percentage indicated, will allow to exert a noticeable influence on the company. Regulation shall be determined, having regard to the characteristics of the various types of investment firm, where it is to be presumed that a natural or legal person may exercise such significant influence, taking into account such effects, among others, the possibility of appointing or removing any member of his board of directors.

2. The provisions of this Title for investment firms shall be without prejudice to the application of the rules on public takeover bids and information on significant shareholdings contained in this law and the special rules laid down in the sixth additional provision and in Articles 48 and 99, as well as in their implementing rules.

Article 175. Duty of notification.

1. Any natural or legal person who, on its own or acting in concert with others, has acquired, directly or indirectly, a participation in a Spanish investment firm, in such a way that its share of voting rights or of a capital held equal to or greater than 5%, shall immediately inform the National Securities Market Commission and the relevant investment firm in writing, indicating the amount of the stake reached.

2. Any natural or legal person who, on its own or acting in a concerted manner with others, hereinafter the proposed acquirer, has decided to acquire, directly or indirectly, a significant participation in an investment firm or, to increase, directly or indirectly, the participation therein in such a way that, or the percentage of voting rights or capital held is equal to or greater than 20, 30 or 50 percent, or that by virtue of the acquisition the investment services firm, hereinafter referred to as the acquisition, may be brought under control proposal, will notify the National Securities Market Commission in advance, indicating the amount of the expected participation and including all the information that is regulated. Such information shall be relevant for the assessment, proportionate and appropriate to the nature of the proposed acquirer and the proposed acquisition.

It is understood that there is a control relationship for the purposes of this article provided that it is one of the assumptions provided for in Article 42 of the Commercial Code.

For the purposes of this paragraph, no account shall be taken of voting rights or capital resulting from the assurance of an issue or a placement of financial instruments or the placement of instruments. financial services based on a firm commitment, provided that such rights are not exercised to intervene in the issuer's management and are transferred within one year of its acquisition.

3. In addition, investment firms shall inform the National Securities Market Commission, as soon as they are aware of this, of the acquisitions or disposals of holdings in their capital which transfer some of the mentioned in the previous paragraphs of this article.

4. Where the National Securities Market Commission receives two or more notifications referring to the same investment firm, it shall treat all potential acquirers in a non-discriminatory manner.

Article 176. Evaluation of the proposed acquisition.

1. The National Securities Market Commission, in order to ensure a sound and prudent management of the investment services company in which the acquisition is proposed, and taking into account the potential influence of the proposed acquirer on the assess the suitability of this and the financial soundness of the proposed acquisition, in accordance with the following criteria:

a) The commercial and professional honorability of the potential acquirer.

b) The commercial and professional honorability and the experience of managers and managers who are going to direct the activity of the investment firm as a result of the proposed acquisition.

(c) The financial solvency of the proposed acquirer in order to meet the commitments made, in particular in relation to the type of activity pursued or intended to be carried out in the investment firm in which it is proposes the acquisition.

(d) The ability of the investment firm to comply in a durable manner with the obligations laid down in the rules applicable to it. In particular, where appropriate, it shall assess whether the group of which it will become a party has a structure which does not prevent the exercise of effective supervision and which allows for an effective exchange of information between the competent authorities. to carry out such supervision and to determine the division of responsibilities between them.

e) That there are no rational indications to assume that:

1. In relation to the proposed acquisition, they are being carried out, have been carried out or attempted to carry out operations of money laundering or financing of the terrorism in the sense previewed in the regulations of prevention of such activities; or,

2. the said acquisition cannot increase the risk of such operations being carried out.

2. As soon as the notification referred to in Article 175 is received, the National Securities Market Commission will request a report from the Executive Service of the Commission for the Prevention of the Money Laundering and Monetary Violations. to obtain an appropriate assessment of this criterion. With such request, the National Securities Market Commission shall transmit to the Executive Service the information it has received from the proposed acquirer or has its powers available to it which may be relevant to the assessment of the criterion. The Executive Service shall forward the report to the National Securities Market Commission within a maximum of thirty working days from the day following the day on which it received the request with the information indicated.

3. The National Securities Market Commission shall have a period of 60 working days from the date on which it has made the acknowledgement of receipt of the notification referred to in Article 175, in order to carry out the assessment to which it is refers to the previous paragraph and, where appropriate, to oppose the proposed acquisition. The acknowledgement of receipt shall be made in writing within 2 working days from the date of receipt of the notification by the National Securities Market Commission, provided that it is accompanied by any information that is required in accordance with Article 175, the exact date on which the assessment period expires shall be indicated to the potential acquirer. In the terms of Article 68 of Law 39/2015 of 1 October 2015, if the notification does not contain all the information required, the proposed acquirer shall be required to subsane the missing or accompany the information within ten days. mandatory information, indicating that, if you do not do so, you will be given a withdrawal from the proposed acquisition.

If the National Securities Market Commission does not rule in the previous term, it will be understood that there is no opposition.

4. If deemed necessary, the National Securities Market Commission may request additional information which, in general, should be required in accordance with Article 175, in order to assess the acquisition accordingly. proposal. This request shall be made in writing and shall specify the necessary additional information. Where the request for additional information is made within the first 50 working days of the time limit laid down in paragraph 3, the National Securities Market Commission may interrupt the calculation of that time limit, for a single time, during the period between the date of the request for additional information and the date of receipt of the request. This interruption may be for a maximum of 20 working days, which may be extended for up to 30 days, in cases where the rules are determined.

5. The National Securities Market Commission may only object to the proposed acquisition where there are reasonable grounds for doing so on the basis of the criteria set out in paragraph 1 or if the information provided by the proposed acquirer is incomplete. If, after the completion of the assessment, the National Securities Market Commission raises objections to the proposed acquisition, it shall inform the proposed acquirer, in writing and on the basis of its decision, within two working days, without no case can be exceeded for the maximum period for the assessment. Where the proposed acquisition is not opposed, it may set a maximum period for the completion of the proposed acquisition and, where appropriate, prolong it.

6. The National Securities Market Commission may not impose prior conditions as to the amount of the share to be acquired and shall not take into account the economic needs of the market when performing the assessment.

7. Decisions taken by the National Securities Market Commission shall state the possible observations or reservations expressed by the competent authority of the supervision of the proposed acquirer, as referred to in Article 177.

8. At the request of the proposed acquirer or ex officio, the National Securities Market Commission may make public the reasons for its decision, provided that the information disclosed does not affect third parties to the transaction.

Article 177. Collaboration between supervisory authorities.

1. The National Securities Market Commission, when carrying out the assessment referred to in Article 176.1, shall consult the supervisory authorities in other Member States of the European Union where the proposed acquirer either:

(a) A credit institution, insurance or reinsurance undertaking, investment firm or management company of collective investment institutions or pension funds authorised in another Member State of the Union European.

(b) the parent company of a credit institution, an insurance or reinsurance undertaking, an investment firm or a management company of collective investment institutions or pension funds; authorised in another Member State of the European Union.

(c) a natural or legal person exercising the control of a credit institution, an insurance or reinsurance undertaking, an investment firm or a management company of collective investment institutions; or of pension funds, authorised in another Member State of the European Union.

2. The National Securities Market Commission, when carrying out the assessment referred to in the previous paragraph, shall consult:

(a) The Banco de España, provided that the proposed acquirer is a credit institution, or a parent company of a credit institution, or a natural or legal person exercising control of a credit institution.

(b) to the Directorate-General for Insurance and Pension Funds, provided that the proposed acquirer is an insurance or reinsurance undertaking or a pension fund management company, or a parent company of an insurance undertaking or a reinsurer or a pension fund management company, or a natural or legal person exercising the control of an insurance or reinsurance undertaking or a pension fund management company.

3. The National Securities Market Commission shall reciprocate the consultations referred to it by the authorities responsible for the supervision of the potential acquirers of other Member States, and, where appropriate, the Banco de España or the Directorate General Insurance and Pension Funds. In addition, all information that is essential for the assessment, as well as the other information requested, shall be made available to them on their own initiative and without undue delay, provided that it is appropriate for the assessment.

Article 178. Effects of non-compliance with obligations.

When an acquisition of the regulated entities is carried out in Article 175 without prior notification to the National Securities Market Commission; or, having notified it, the time limit laid down in the Directive has not yet elapsed. Article 176.3, or if it mediates the express opposition of the National Securities Market Commission, the following effects shall occur:

(a) In any event and automatically, the political rights corresponding to the shares acquired irregularly shall not be exercised until the National Securities Market Commission has received and evaluated the (i) information on the acquirers, the appropriate judges. If, however, they are to be exercised, the corresponding votes will be void and the agreements will be impugable in court, as provided for in Chapter IX of the recast of the Law of Capital Societies, approved by the Royal Decree Legislative 1/2010, of July 2, with the effect of the National Securities Market Commission approved by the Royal Decree of Law 1564/1989, of 22 December.

(b) The suspension of activities provided for in Article 162 may be agreed.

(c) If necessary, the intervention of the undertaking or the replacement of its administrators, as provided for in Title VIII, shall be agreed.

(d) The penalties provided for in Title VIII shall be imposed.

Article 179. Reduction of significant shareholdings.

1. Any natural or legal person who has decided to cease to have, directly or indirectly, a significant participation in an investment firm, shall first notify the National Securities Market Commission, indicating the amount of the proposed operation and the time limit for carrying it out. Such a person must also notify if he has decided to reduce his or her significant participation in such a way that the percentage of voting rights or capital held is less than 20, 30 or 50 percent, or that he/she may lose control of the investment services.

2. Failure to comply with this duty shall be sanctioned as provided for in Title VIII.

Article 180. Preventive measures.

1. Where there are substantiated and substantiated reasons that the influence exercised by persons holding a significant participation in an investment firm may be detrimental to the sound and prudent management of the undertaking, seriously damaging its financial position, the National Securities Market Commission, will adopt some or some of the following measures:

(a) Those provided for in paragraph 178.a) and (b), while the suspension of voting rights may not exceed three years.

b) By way of exception, revocation of the authorization.

2. In addition, the penalties provided for in Title VIII may be imposed.

3. The National Securities Market Commission will give reasoned account to the Ministry of Economy and Competitiveness of the decisions made under this article.

Article 181. Shareholder structure communication.

1. Investment firms must inform the National Securities Market Commission, in the form and with the periodicity they regulate, on the composition of their shareholding or on the changes in the market. They are produced. Such information shall necessarily include the information relating to the participation of other financial institutions in their capital, irrespective of the amount. It will be determined in which cases the information provided will be public.

2. In addition, at least once a year, investment firms shall report to the National Securities Market Commission on the identity of shareholders holding significant holdings, indicating the volume of such shares. participations.

CHAPTER V

Suitability, Corporate Governance, and Information Requirements

Article 182. Eligibility requirements.

1. The honourable Member shall be deemed to be of good repute in this title in those who have shown personal, commercial and professional conduct which does not doubt his ability to carry out sound and prudent management of the undertaking concerned. investment services.

To assess the concurrency of good repute, all available information must be considered, according to the parameters to be determined. In any event, such information shall include the information concerning the conviction by the commission of offences or offences and the penalty for the commission of administrative offences.

2. They shall be deemed to have the knowledge and experience required in this Title to perform their duties on investment firms who have the appropriate level and profile training, in particular in the areas of securities and financial services, and practical experience derived from their previous occupations for a sufficient period of time.

3. Account shall be taken for the purpose of assessing the willingness of the members of the Management Board to exercise good governance required under this Title, the presence of potential conflicts of interest resulting in undue influence from third parties and the ability to devote sufficient time to carry out the relevant functions.

Article 183. Selection and evaluation of board members, directors-general and assimilated.

1. Investment firms shall at all times ensure that the eligibility requirements laid down in this law are met. For such purposes, they shall have, under conditions proportionate to the character, scale and complexity of their activities, with appropriate internal units and procedures to carry out the selection and continuous assessment of the members of their board of directors. (a) administration and its directors-general or similar, and persons who assume internal control functions or hold key positions for the daily development of the business of the investment firm, in accordance with the provisions of the this article.

2. The assessment of the suitability of the above charges in accordance with the criteria of good repute, experience and good governance set out in this law will be produced both by the investment firm itself and by the Commission. National of the Securities Market, in terms that are regulated in a regulated manner.

3. In the event of non-compliance with the requirements of good repute, knowledge and experience and good governance, the National Securities Market Commission may:

a) Revoke the authorization, exceptionally, in accordance with the provisions of Article 160.

(b) Require temporary suspension or permanent cessation of the post of Counselor or Director-General or assimilated or the remedy of deficiencies identified in the event of lack of good repute, adequate knowledge or experience; ability to exercise good governance.

If the investment firm does not proceed with the execution of such requirements within the time limit set by the National Securities Market Commission, it may agree to the temporary suspension or final termination of the charge. in accordance with the procedure laid down in Article 311.

Article 184. Regime of incompatibilities and limitations.

1. The National Securities Market Commission shall determine the maximum number of charges that a member of the board of directors or a director-general or equivalent may occupy at the same time taking into account the particular circumstances and the nature, dimension and complexity of the entity's activities.

Members of the executive board with executive functions and directors-general and the like-for-investment firms will not be able to hold more positions at the same time than those provided for credit in Article 26 of Law 10/2014 of 26 June.

2. The National Securities Market Commission may authorize the charges referred to in the previous paragraph to take an additional non-executive charge if it considers that this does not preclude the correct performance of its activities in the service company investment. Such authorisation shall be communicated to the European Banking Authority.

3. However, this Article shall not apply to investment firms which fulfil the following requirements:

(a) are not authorised to provide the ancillary service referred to in Article 141.a),

(b) provide only one or more of the investment services or activities listed in Article 140. (a), (b), (d) and (g), and

c) are not allowed to deposit money or securities of their clients and for this reason, they may never be in a debtor position with respect to such clients.

Article 185. Corporate governance rules.

1. Investment firms must have strong corporate governance procedures, including a clear, appropriate and proportionate organisational structure to the character, scale and complexity of their activities and with the well defined, transparent and consistent responsibility.

For such purposes, the management board of investment firms shall define a corporate governance system that ensures effective and prudent management of the entity and includes the appropriate distribution of functions in the organisation and prevention of conflicts of interest.

2. The corporate governance system shall be governed by the following principles:

(a) The responsibility for the management and administration of the entity, the approval and monitoring of the implementation of its strategic objectives, its risk strategy and its internal governance shall be on the board of directors.

(b) The management board shall ensure the integrity of the accounting and financial reporting systems, including financial and operational control and compliance with applicable law.

(c) The management board shall monitor the process of disclosure of information and communications relating to the investment firm.

d) The board of directors is responsible for ensuring effective supervision of senior management.

(e) The Chairman of the Board of Directors shall not be able to hold the position of Chief Executive at the same time, unless justified by the institution and the National Securities Market Commission.

3. The management board shall monitor the implementation of and respond to the corporate governance system. To this end, it shall monitor and regularly assess the effectiveness of the system and take appropriate measures to address its deficiencies.

4. Investment firms shall have a website where they shall disseminate to the public information provided for in this chapter and communicate how they meet corporate governance obligations.

5. For the purposes of this law, the board of directors shall be equal to any equivalent body of the investment firm.

6. The remaining entities providing investment services, in accordance with the provisions of this Title, shall have a clear, appropriate and proportionate organisational structure proportionate to the nature, scale and complexity of the investment services which lend.

Article 186. Committee on appointments.

1. An investment firm shall constitute a nomination committee, consisting of members of the board of directors who do not perform executive functions in the institution. The National Securities Market Commission may determine that an investment firm, by reason of its size, internal organisation, nature, scope or limited complexity of its activities, may constitute the said committee. together with the remuneration committee, or be exempt from this requirement.

2. The nomination committee shall establish a representative target for the least represented sex on the board of directors and draw up guidance on how to achieve this objective.

Article 187. Exceptions to the nomination committee.

1. Article 186 shall not apply to investment firms which fulfil the following requirements:

(a) Not authorised to provide the ancillary service referred to in Article 141.a.).

(b) To provide only one or more of the investment services or activities listed in Article 140,a), (b), (d) and (g)

c) Not be authorized to deposit money or securities of your clients and, for this reason, may never be in a debtor situation with respect to such clients.

2. The provisions of Article 186 shall also not apply to undertakings of investment services authorised exclusively to provide the service referred to in Article 140.h

Article 188. Obligations in respect of remuneration.

1. Investment firms shall have, under conditions proportionate to the nature, scale and complexity of their activities, of remuneration policies consistent with the promotion of sound and effective risk management.

2. The remuneration policy shall apply to the categories of employees whose professional activities have a significant impact on their risk profile, group level, parent company and subsidiary. In particular, it will apply to senior managers, employees who take risks to the investment firm, to those who exercise control functions, as well as to any worker who receives a global remuneration that includes them in the company. the same remuneration scale as the above, whose professional activities have an important impact on the risk profile of the institution.

3. Investment firms shall submit to the National Securities Market Commission how much information is required by them for the fulfilment of the remuneration obligations and, in particular, a list indicating the categories of employees whose professional activities have a significant impact on their risk profile. This list shall be submitted annually and, in any case, where significant alterations have occurred in the lists submitted.

4. The remuneration policy shall be determined in accordance with the general principles laid down for credit institutions in Article 33 of Law 10/2014 of 26 June.

5. As regards the variable elements of the remuneration, the principles laid down for credit institutions in Article 34 of Law 10/2014 of 26 June 2014 shall apply.

6. Investment firms must set up a remuneration committee. The National Securities Market Commission may determine that an investment firm, by reason of its size, internal organisation, nature, scope or limited complexity of its activities, may constitute the said committee. together with the nomination committee, or be exempt from this requirement.

7. In the case of investment firms receiving public financial support, they shall apply, in addition to the rules laid down in Article 33 of Law 10/2014 of 26 June, those contained in Article 35 for credit institutions. of that law and its implementing rules, with the adaptations which, where appropriate, are necessary due to the nature of the entity.

Article 189. Derogations from obligations in respect of remuneration.

1. Article 188 does not apply to investment firms that meet the following requirements:

(a) Not authorised to provide the ancillary service referred to in Article 141.a.).

(b) To provide only one or more of the investment services or activities listed in Article 140,a), (b), (d) and (g)

c) Not be authorized to deposit money or securities of your clients and, for this reason, may never be in a debtor situation with respect to such clients.

2. The provisions of Article 188 shall also not apply to undertakings of investment services authorised exclusively to provide the service referred to in Article 140.h

CHAPTER VI

Systems, procedures, and management mechanisms

Article 190. Financial requirements.

1. The following are the obligations of the investment firms:

(a) The derivatives of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on the prudential requirements of credit institutions and investment firms and amending the Regulation (EU) No 648/2012 of 4 July 2012.

However, the obligations of the preceding paragraph, in the terms and with the exceptions provided for in Regulation (EU) No 575/2013 of 26 June 2013, shall not apply to investment services undertakings, authorised to provide the ancillary service referred to in Article 141.a), which provide only one or more of the investment services or activities listed in Article 140,a), (b), (d) and (g) of this law, and which are not permitted to be deposit money or securities of your clients and that, for this reason, may never be in a debtor situation in respect of of those clients.

The calculations in order to verify compliance by the investment firm of the obligations set out in this point (a) shall be carried out at least semi-annually, by matching the reference dates of the information with those at the end of the calendar semester.

Investment services companies shall communicate to the National Securities Market Commission, in the form and content that it determines, the results and all necessary elements of calculation.

(b) Investment service undertakings shall maintain minimum investment volumes in certain categories of liquid and low-risk assets which, in order to safeguard their liquidity, are regulated in a regulatory manner.

(c) The financing of investment firms, in the form of forms other than the equity participation in their capital, shall be subject to the limitations which they regulate.

2. The consolidable groups of investment firms, as well as investment firms which are not integrated into a consolidated group, except as referred to in the second subparagraph of point (a) of the previous paragraph, shall provide for: (a) specifically, robust, effective and comprehensive strategies and procedures in order to assess and maintain on a permanent basis the amounts, rates and distribution of domestic capital that they consider appropriate to cover the nature and level of the risks to which they are or may be exposed. Those strategies and procedures shall be regularly reviewed within the internal review to ensure that they remain comprehensive and proportionate to the nature, scale and complexity of the activities of the entity concerned.

Article 191. Information on solvency.

1. The consolidable groups of investment firms, as well as investment firms which are not integrated into one of these consolidable groups, shall make public, as soon as possible and at least on an annual basis, duly integrated into a single document known as 'Solvency Information', the information referred to in Part 8 of Regulation (EU) No 575/2013 of 26 June 2013 and in the terms in which they are set out in that Part.

2. The National Securities Market Commission may require parent companies to publish on an annual basis, either in full or through references to equivalent information, a description of their legal structure and government and of the organizational structure of the group.

3. The disclosure, in compliance with the requirements of the market or securities market legislation, of the data referred to in paragraph 1, shall not exempt from its inclusion in the 'Solvency Information' document in the form envisaged by the This paragraph.

4. The National Securities Market Commission may require entities to disclose the information referred to in paragraph 1:

(a) The verification by auditors or independent experts, or by other means satisfactory to their judgment, of information not covered by the audit of accounts, in accordance with the provisions of the Law 22/2015, of 20 July, of Audit of Accounts, with respect to the independence regime to which the auditors are subject.

(b) The disclosure of one or more of the said information, either independently at any time, or at a frequency higher than the annual rate, and to set maximum deadlines for disclosure.

c) Employment for the dissemination of means and places other than financial statements.

5. The provisions of this Article shall not apply to investment firms referred to in the second subparagraph of Article 190.1.a.

Article 192. Annual report of investment services companies.

1. Investment firms shall forward to the National Securities Market Commission and publish annually, specifying the countries where they are established, the following consolidated information on a consolidated basis for each financial year:

a) Denomination, nature, and geographic location of the activity.

b) Business volume.

c) Number of full-time employees.

d) Gross pre-tax result.

e) Taxes on the result.

f) Grants or public aid received.

2. The information referred to in the preceding paragraph shall be published as an annex to the financial statements of the audited entity in accordance with the regulatory auditing of accounts.

3. Institutions shall make public in their annual report of investment services companies, among the key indicators, the performance of their assets, which shall be calculated by dividing net profit by the total balance sheet.

4. The National Securities Market Commission will have these reports available on its website.

5. The provisions of this Article shall not apply to investment firms referred to in the second subparagraph of Article 190.1.a.

Article 193. Internal organization requirements.

1. Investment firms shall exercise their business with respect to corporate governance rules and internal organisational requirements set out in this law and other applicable legislation.

2. Investment firms and other entities which, in accordance with the provisions of this Title, provide investment services shall define and implement appropriate policies and procedures to ensure that the undertaking, its managers, their staff and their agents meet the obligations imposed on them by the Securities Market regulations.

To this effect they must:

(a) Dispose of a unit that ensures the development of the regulatory compliance function under the principle of independence with respect to those areas or units that develop the service delivery activities of investment in respect of which the exercise of that function is rotated. The existence of procedures and controls must be ensured to ensure that staff comply with the decisions taken and the tasks entrusted.

The regulatory compliance function should monitor and regularly assess the adequacy and effectiveness of established risk detection procedures, and the measures taken to address potential deficiencies. as well as assisting and advising the competent persons responsible for the performance of the investment services for the performance of the tasks.

(b) Dispose of information systems that ensure that their personnel are aware of the obligations, risks and responsibilities arising from their actions and the rules applicable to the investment services they provide.

c) Dispose appropriate administrative and organizational measures to prevent potential conflicts of interest in Article 195 from harming their clients.

They shall also establish control measures for operations which, on a personal basis, carry out the members of their administrative bodies, employees, agents and other persons linked to the undertaking, where such operations may involve conflicts of interest or in general breach the provisions of this law.

(d) To keep records of all transactions on securities and financial instruments and investment services that lend in such a way as to enable them to verify that they have fulfilled all the obligations imposed on them by this law in relation to your clients.

The data to be included in the trade repositories shall be as provided for in Regulation (EC) No 1287/2006 of 10 August 2006. The other extremes relating to the obligation to keep the register shall be determined in accordance with the rules.

They shall also report to the National Securities Market Commission, in the manner that it is regulated, of the operations they carry out, in accordance with the provisions of Article 89.

e) Adopt appropriate measures to protect the financial instruments entrusted to them by their clients and to prevent their misuse. In particular, they may not use the financial instruments of the clients on their own account, except where they express their express consent. They shall also maintain an effective separation between the securities and financial instruments of the company and those of each client. The internal records of the institution shall permit to be known, at all times and without delay, and in particular in the event of the insolvency of the undertaking, the position of securities and ongoing operations of each client.

Initiated the insolvency proceedings of a securities depository institution, the National Securities Market Commission, without prejudice to the powers of the Banco de España and the FROB, may have immediate and no-cost for the investor the transfer to another entity enabled to carry out this activity, of the securities deposited on behalf of its clients, even if such assets are deposited in third entities in the name of the entity that provides the depot service. For these purposes, both the competent court and the court of insolvency shall provide the entity with which the securities are to be transferred to the accounting and accounting records and records necessary to make the transfer. The existence of the insolvency proceedings shall not prevent the customer from being sent, in accordance with the rules of the system of clearing, settlement and registration, the securities purchased or the cash from the exercise of economic rights or of the sale of the values.

(f) Develop and keep up to date an overall Feasibility Plan which provides for the measures to be taken to restore the viability and financial soundness of the investment firm in the event that the investment firm suffers some significant deterioration. The plan will be submitted for approval by the National Securities Market Commission that may require modification of its content.

3. In addition, institutions providing investment services shall:

(a) Dispose of effective procedures for the identification, management, control and communication of the risks to which they are exposed or may be, and to have adequate internal control mechanisms, including procedures appropriate administrative and accounting officers. They shall also have remuneration policies and practices that are compatible with adequate and effective risk management and that promote it.

The organization must have a verification body that performs the internal audit function under the principle of independence with respect to those areas or units that develop the activities of investment services on which the exercise of that function is based.

The internal audit function should develop and maintain an audit plan aimed at examining and assessing the adequacy and effectiveness of the systems, internal control mechanisms and provisions of the business services company. investment, make recommendations based on the work carried out in implementation and verify compliance.

b) Adopt appropriate measures to ensure, in the event of incidents, the continuity and regularity in the provision of their services. They shall have, in particular, mechanisms for the control and safeguarding of their IT systems and contingency plans for damage or disasters.

c) Adopt the appropriate measures, in relation to the funds entrusted to them by their clients, to protect their rights and prevent the improper use of those rights. Institutions may not use their clients ' own funds on their own account, except in exceptional cases which may be established on a regulated basis and with the express consent of the client. The internal records of the institution shall permit to be known, at all times and without delay, and in particular in the event of the insolvency of the undertaking, the position of funds of each client.

In particular, the accounts held on behalf of clients shall be of an instrumental and transitory nature and shall be related to the execution of transactions carried out on behalf of them. The entity's clients shall maintain the right of ownership over the funds provided to the institution even when they are materialised in assets on behalf of the entity and on behalf of clients.

(d) Adopt the necessary measures to ensure that the operational risk does not increase unduly when they entrust to a third party the performance of investment services or the exercise of essential functions for the provision of investment services. Where internal control functions are delegated to third parties, institutions shall ensure that this does not reduce their internal control capacity and ensure the necessary access of the competent supervisor to the information. In no case may they delegate functions to third parties where the internal control capacity or the supervisory authority of the competent supervisory body is diminished. It shall be for the institution to verify that the person or entity in which it intends to delegate functions complies with the requirements laid down in this law and its implementing provisions.

Credit institutions that provide investment services shall respect the internal organisation requirements referred to in this paragraph, with the specifications that are determined to be determined, corresponding to the Bank of Spain the powers of supervision, inspection and sanction of these requirements. Such entities shall not be subject to the prohibition of the use of their clients ' funds on their own account as set out in point (c) above.

4. The systems, procedures and mechanisms referred to in this Article shall be exhaustive and proportionate to the nature, scale and complexity of the risks inherent in the business model and the activities of the entity. They shall also be set up on the basis of technical criteria to ensure proper management and treatment of the risks to be determined.

The content and requirements of the procedures, records and measures outlined in this article will be established. In addition, the internal organisation requirements shall be laid down in accordance with the requirements of financial advisory undertakings which are natural persons.

Article 194. Risk management and risk committee.

1. The Board of Directors is responsible for the risks incurred by an investment firm. For these purposes, investment firms shall establish effective channels of information to the management board on the company's risk management policies and all the significant risks to which it is facing.

2. In the exercise of its responsibility for risk management, the Management Board shall:

a) To devote sufficient time to the consideration of the issues related to the risks. In particular, it shall actively participate in the management of all the substantial risks referred to in Regulation (EU) No 575/2013 of 26 June 2013 and the solvency rules laid down in this Law and its implementing provisions, ensure that adequate resources are allocated for risk management, and shall address in particular the valuation of assets, the use of external credit ratings and internal models relating to these risks.

(b) Approve and periodically review the strategies and policies of assumption, management, supervision and reduction of risks to which the investment firm is or may be exposed, including those present in the macroeconomic juncture in which it operates in relation to the stage of the economic cycle.

3. Investment firms must have a unit or body that assumes the risk management function commensurate with the nature, scale and complexity of their activities, independent of the operational functions, which it has sufficient authority, range and resources, as well as timely access to the board of directors.

4. Investment firms must set up a risk committee. The National Securities Market Commission may determine that an investment firm, by reason of its size, internal organisation, nature, scope or limited complexity of its activities, may assign the functions of the risk committee to the joint audit committee or be exempted from the constitution of this committee.

However, this Article shall not apply to investment firm undertakings which meet the following requirements:

(a) Not authorised to provide the ancillary service referred to in Article 141.a.).

(b) To provide only one or more of the investment services or activities listed in Article 140,a), (b), (d) and (g)

c) Not be authorized to deposit money or securities of your clients and, for this reason, may never be in a debtor situation with respect to such clients.

This article also shall not apply to investment firms authorised exclusively to provide the service referred to in Article 140.h

Article 195. Conflicts of interest.

1. In accordance with Article 193.2.c), undertakings providing investment services shall organise and take measures to identify potential conflicts of interest between their clients and the firm or their group, including their own undertakings. managers, employees, agents or persons associated with it, directly or indirectly, by a control relationship; or between the different interests of two or more of its clients, in respect of each of which the undertaking maintains obligations.

For such purposes it will not be considered sufficient that the company can obtain a profit, if there is also no possible injury to a customer; or that a customer can obtain a profit or avoid a loss, if there is no possibility of concurrent loss of a client.

2. Investment firms should also approve, implement and maintain a policy of conflict management which is effective and appropriate for their organisation, aimed at preventing conflicts of interest from affecting them. interests of your clients.

In investment firm groups, each of the integrated financial institutions will need to take the necessary steps to adequately address potential conflicts of interest between customers of different companies. entities in the group.

3. Where the organisational or administrative measures taken to manage the conflict of interest are not sufficient to ensure, with reasonable certainty, that the risks of injury to the interests of the customer, the company of the Investment services must first disclose the nature and origin of the conflict to the customer before acting on behalf of the customer.

4. The rules for the identification and registration of conflicts of interest, and the measures, organisational and political requirements to be adopted to ensure the independence of personnel carrying out activities, shall be laid down. involve a risk of conflict of interest, as well as the information to be provided to the affected customers or to the general public.

Article 196. Combined requirement of capital buffers.

1. Investment firms shall at all times comply with the combined requirement of capital buffers, understood as the total of the Common Equity Tier 1 capital as defined in Article 26 of Regulation (EU) No 575/2013 of 26 June 2014. 2013, necessary to comply with the obligation to have a capital conservation buffer, more if applicable:

a) A specific countercyclical capital buffer for each entity.

b) A buffer for global systemically important entities (EISM).

c) A buffer for other institutions of systemic importance (OEIS).

d) A systemic risk buffer.

This obligation shall be without prejudice to the own resources requirements set out in Article 92 of Regulation (EU) No 575/2013 of 26 June 2013 and those other than, where appropriate, the Commission may require. National of the Securities Market, pursuant to Article 260.

2. These mattresses shall be calculated in accordance with the provisions of Title II, Chapter III of Law 10/2014 of 26 June.

3. However, these mattresses shall not apply to investment firms which are not authorised to carry out the activities set out in Article 140 (c) and (f).

Likewise, they will not apply to small and medium-sized investment firms, provided that, in the opinion of the National Securities Market Commission, this does not pose a threat to the stability of the financial system. Spanish, the capital conservation buffer and countercyclical buffer.

For these purposes small and medium-sized enterprises are defined in accordance with Commission Recommendation 2003 /361/EC of 6 May 2003 on the definition of micro, small and medium-sized enterprises.

4. The Common Equity Tier 1 capital required to satisfy each of the different mattresses as set out in paragraphs 1 and 2 shall not be used to satisfy the rest of the mattresses and the own resources requirements to which it is refers to the last subparagraph of paragraph 1, except as provided by the National Securities Market Commission in relation to mattresses for institutions of systemic importance and mattresses against systemic risks.

5. Compliance with capital mattress requirements shall be carried out on an individual, consolidated or sub-consolidated basis in accordance with the rules laid down in the first part of Title II of the Regulation (EU). n. ° 575/2013, of 26 June 2013.

6. Where a company or group fails to comply with the obligation laid down in paragraph 1, it shall be subject to restrictions on distributions related to Common Equity Tier 1, pursuant to Article 48 of Law 10/2014, of 26 June, and shall submit to the National Securities Market Commission a capital conservation plan in accordance with the provisions of Article 49 of that Law.

Article 197. Notification of violations.

1. Investment firms must have appropriate procedures in place to enable their employees to report internal infringements through an independent, specific and autonomous channel.

2. These procedures shall ensure the confidentiality of both the person reporting the infringements and the persons who are allegedly responsible for the infringement.

3. It should also be ensured that employees who report infringements committed within the entity are protected from retaliation, discrimination and any other unfair treatment.

TITLE VI

Investment Guarantee Fund

Article 198. Investment Guarantee Fund.

1. The investment guarantee fund shall be responsible for ensuring the coverage referred to in Article 201.1 for the purpose of carrying out the services provided for in Article 140, as well as for the ancillary service referred to in the Article 141.a).

2. The Investment Guarantee Fund shall be constituted as a separate equity, without legal personality, whose representation and management shall be entrusted to a management company which shall have the form of a public limited liability company, and the capital of which shall be distributed among the (a) investment services firms in the same proportion as they make their contributions to the fund.

3. The budgets of the management company, its social statutes, as well as its modifications, will require the prior approval of the National Securities Market Commission. The budget of the funds to be drawn up by the management company shall be subject to the same approval.

In order to allow the incorporation of new shareholders into the management company as a result of the accession of investment firm companies to a fund or the cessation of those who hold such a shareholder status, it will proceed to adapt the shares in the capital of each of the shareholders in the management company in terms to be determined on a regulated basis. The result of this adaptation process will be communicated to the National Securities Market Commission.

4. The appointment of the members of the Board of Directors and of the Director or Directors-General of the management companies shall require the prior approval of the National Securities Market Commission.

A representative of the National Securities Market Commission, with a voice and without a vote, will be included in the Board of Directors. In addition and with the same functions, each Autonomous Community with competence in the field in which there is an official secondary market shall appoint a representative on that Board of Directors.

The National Securities Market Commission may suspend any agreement of the Board of Directors that is considered contrary to those rules and to the own ends of the fund.

Article 199. Accession.

1. All Spanish investment services companies, with the exception provided for in Article 152.1.i) for financial advisory firms, shall be required to join the investment guarantee fund.

2. Branches of foreign companies will be able to join if they are from the European Union.

3. The system of accession of branches of undertakings of a third State shall be in accordance with the terms to be laid down in regulation.

4. The fund shall cover the operations carried out by undertakings attached to it within or outside the territory of the European Union, as appropriate for each type of undertaking, in the terms that they regulate.

5. It shall also be regulated:

(a) The specific regime of accession of newly created investment service companies.

(b) The exceptions for the entry into the fund of those investment firms which do not incur the risks referred to in Article 198.1.

Article 200. Exclusion.

1. An investment firm may be excluded from the fund only if it fails to comply with its obligations.

2. The exclusion shall entail the revocation of the authorisation granted to the undertaking.

3. The guarantee provided by the fund will reach customers who have made their investments up to that point.

4. It shall be competent to agree to the exclusion of the National Securities Market Commission, prior to the report of the management company of the fund.

The appropriate dissemination shall be given to the exclusion agreement in such a way as to ensure that the clients of the investment firm concerned have immediate knowledge of the measure taken.

5. Before taking this decision, the necessary measures, including the requirement of surcharges on non-paid dues, shall be agreed for the investment firm to fulfil its obligations.

The suspension provided for in Article 162 may also be agreed by the National Securities Market Commission. The fund management company will collaborate with the National Securities Market Commission to achieve the best effectiveness of the agreed measures.

Article 201. Execution of the guarantees.

1. Investors who are unable to obtain directly from an entity attached to the fund the repayment of the amounts of money or the return of the securities or instruments belonging to them may apply to the management company for the execution of the collateral provided by the fund, where any of the following occurs:

a) That the entity has been declared in contest.

b) That the entity's declaration of contest is judicially requested.

(c) That the National Securities Market Commission declares that the investment firm cannot, apparently and for reasons directly related to its financial situation, fulfil its obligations under the investors, provided that investors had asked the investment firm for the return of funds or securities entrusted to it and would not have been satisfied by it within a maximum of 21 days.

2. Once the collateral has been effectively secured, the fund shall be subrogated to the rights held by investors against the investment firm, up to an amount equal to the amount that would have been paid to them as compensation.

3. Where the securities or other financial instruments entrusted to the investment firm are restored by the investment firm after payment of the amount secured by the fund, the amount may be recovered from the amount satisfied, in whole or in part, if the value of those to be returned was greater than the difference between those entrusted to the investment firm and the amount paid to the investor. To this end, it is entitled to dispose of them in the amount resulting from it, in accordance with the requirements laid down in regulation.

4. The Government shall have the power to regulate, in all cases not provided for in this law, the scheme of operation of the Investment Guarantee Fund and the extent of the security to be provided. In particular you can determine:

(a) The amount of the guarantee and the form and time period in which it will be effective.

(b) Investors excluded from the guarantee, including those of a professional or institutional nature and those who are particularly related to the non-compliant undertaking.

(c) The budgetary and financial arrangements, both in the management companies and in the investment guarantee funds, which will regulate, among other things, their potential for indebtedness and the way in which the former can pass on their operating expenses in the seconds.

d) The investment regime for resources that integrate the wealth of funds, which will be inspired by the principles of profitability and liquidity to quickly meet their commitments.

e) The rules for determining the amount of contributions to be made by the attached entities, which shall be sufficient for the coverage of the security provided.

f) The periodicity with which the contributions and the payment system should be made.

TITLE VII

Rules of Conduct

CHAPTER I

Rules of conduct applicable to those who provide investment services

Section 1. Required Subject and Customer Classification

Article 202. Bound subjects.

1. Those who provide investment services shall respect:

a) The rules of conduct contained in this chapter.

(b) Codes of conduct which, in accordance with the rules referred to in (a), are approved by the Government or, with its express rating, the Minister of Economy and Competitiveness, on a proposal from the National Market Commission Values.

c) The rules of conduct contained in their own internal regulations of conduct.

2. The Minister of Economy and Competitiveness and, with his express rating, the National Securities Market Commission, will establish the minimum content of the internal rules of conduct.

Article 203. Client classes.

For the purposes of the provisions of this Title, investment firms will classify their clients in professionals and retailers. The same obligation shall apply to other undertakings which provide investment services in respect of the clients to whom they provide or offer such services.

Article 204. Retail customers.

Retail customers will be considered as non-professional customers.

Article 205. Professional clients.

1. Professional clients will be considered those who are presumed to have the necessary experience, knowledge and skills to make their own investment decisions and to assess their risks correctly.

2. In particular, they shall have the consideration of a professional client:

(a) Financial institutions and other legal entities that may be authorised or regulated by States, whether or not they are members of the European Union, in order to be able to operate on financial markets.

They will be included among them:

1. º credit institutions,

2. investment services companies,

3. the insurance or reinsurance entities,

4. the collective investment institutions and their management companies,

5. the capital-risk entities, other closed-type collective investment entities and the management companies of closed-type collective investment entities,

6. the pension funds and their management companies,

7. the securitisation funds and their management companies,

8. º those that normally operate with raw materials and commodity derivatives, as well as operators who hire in their own name and other institutional investors.

b) States and regional administrations, public bodies managing public debt, central banks and international and supranational bodies, such as the World Bank, the International Monetary Fund, the European Central Bank, European Investment Bank and others of a similar nature.

(c) Employers who individually meet at least two of the following conditions:

1. º that the total of the assets of the asset is equal to or greater than EUR 20 million;

2. º that the amount of your annual business figure is equal to or greater than 40 million euros;

3. º that your own resources are equal to or greater than 2 million euros.

(d) Institutional investors who, not included in point (a), have as their usual business investment in securities or other financial instruments.

3. The entities referred to in the preceding paragraphs shall be considered as professional clients, without prejudice to the ability to apply for non-professional treatment and for investment firms to agree to grant them a level of protection. higher.

4. The Government and, with its express rating, the Minister of Economy and Competitiveness or the National Securities Market Commission, may determine the method of calculation of the measures referred to in this Article and in the following Article requirements for procedures that entities establish to classify clients.

Article 206. Request for treatment as a professional client.

1. The other customers who are not included in Article 205 shall also have the consideration of a professional client, who request it on a prior basis and expressly renounce their treatment as retail clients. However, in no case shall customers who request to be treated as professionals be considered to have a market experience comparable to the categories of professional clients listed in points (a) to (d) of the Article 205.2.

2. The admission of the application and the waiver provided for in the preceding paragraph shall be conditional on the undertaking providing the investment service carrying out the appropriate assessment of the customer's experience and knowledge in relation to the operations and services it requests and ensures that it can make its own investment decisions and understands its risks. In carrying out the above assessment, the undertaking shall verify that at least two of the following requirements are met:

a) that the customer has performed significant volume operations on the stock market, with an average frequency of more than ten per quarter over the previous four quarters,

(b) the value of the cash and the securities deposited is greater than EUR 500,000, or

(c) that the customer occupies, or has occupied for at least one year, a professional position in the financial sector that requires knowledge of the intended operations or services.

Article 207. Operations with eligible counterparts.

1. For the purposes of this Article, the following entities shall be considered eligible counterparties:

a) the investment services companies,

b) credit institutions,

(c) insurance and reinsurance entities,

(d) collective investment institutions and their management companies,

(e) venture capital institutions, other closed-type collective investment entities and the management companies of collective investment entities of a closed type,

f) pension funds and their management companies,

(g) other financial institutions authorised or regulated by Community law or by the national law of a Member State,

(h) the companies referred to in Article 139.1 (d) and (e), and

i) national governments and their corresponding services, including those dealing with debt, Central Banks and supranational bodies. The equivalent third-country entities and the Autonomous Communities shall also have such consideration.

2. Also, if requested, eligible counterparties shall also be deemed to be undertakings which comply with the requirements set out in Article 206, in which case it shall be recognised only as an eligible counterparty in respect of services or services. operations for which she can be treated as a professional client. Third country undertakings which are subject to equivalent requirements and conditions shall be understood.

3. Undertakings providing investment services authorised to carry out orders on behalf of third parties, to negotiate on their own account or to receive and transmit orders may carry out these operations and ancillary services directly related to they, with the entities referred to in the preceding paragraphs, without having to comply with the obligations laid down in Articles 209 to 218 and 221 to 224, provided that those entities are previously informed of this and do not expressly request they are applied to them.

4. In the case of the entities referred to in paragraph 1, their classification as an eligible counterparty shall be without prejudice to the right of those entities to apply, either in a general manner or for each transaction, to the treatment as a client, in which the case in relation to the investment firm shall be subject to the provisions of Articles 209 to 218 and 221 to 224.

5. In the case of the undertakings referred to in paragraph 2, their classification as an eligible counterparty shall require the express confirmation that the undertaking agrees to be treated as an eligible counterparty, in general or for each operation.

6. Where the transaction is carried out in relation to a company domiciled in another Member State of the European Union, the classification of the undertaking determining the legislation of that State shall be respected.

Section 2. Action and Information Duties

Article 208. Obligation of diligence and transparency.

1. Institutions providing investment services shall conduct themselves with diligence and transparency in the interests of their clients, taking care of such interests as if they were themselves, and in particular by observing the rules set out in this Chapter and in its regulatory development provisions.

2. In particular, investment firms shall not be deemed to act with due diligence and transparency and in the interests of their clients if, in connection with the provision of an investment service or an ancillary service, they pay or receive a service. fee or commission, or they contribute or receive some non-monetary benefit that does not conform to the provisions of this law.

Article 209. General duty of information.

1. An institution providing investment services shall at all times keep its clients properly informed.

2. Any information addressed to customers, including advertising, must be fair, clear and non-misleading. Advertising communications shall be clearly identifiable as such.

3. Customers, including potential customers, will be provided, in an understandable manner, with appropriate information about:

a) The entity and services it provides;

b) Financial instruments and investment strategies, and

c) Order execution centers and associated expenses and costs.

4. The information referred to in the previous paragraph shall allow customers, including potential customers, to understand the nature and risks of the investment service and of the specific type of financial instrument offered, Therefore, it is possible to make decisions on investments with knowledge of the cause.

5. The information referred to in paragraph 3 may be provided in a standardised format.

6. For the purposes set out in this Chapter, a potential customer shall be deemed to have had direct contact with the entity for the provision of an investment service at the initiative of either party.

Article 210. Guidance and warnings on the risks associated with financial instruments and investment strategies.

1. Information concerning the financial instruments and investment strategies provided for in Article 209.3.b) shall include appropriate guidance and warnings on the risks associated with such instruments or strategies.

2. In the case of securities other than shares issued by a credit institution, the information given to investors shall include additional information to highlight the differences in these products and the bank deposits to the investor. ordinary in terms of profitability, risk and liquidity.

The Minister of Economy and Competitiveness or, with his or her rating, the National Securities Market Commission, may specify the terms of the above information.

3. The National Securities Market Commission may require that in the information given to investors prior to the purchase of a product, any necessary warnings concerning the financial instrument shall be included. and, in particular, those that highlight that this is a product not suitable for non-professional investors due to its complexity. It may also require that these warnings be included in the advertising elements.

Article 211. Duty of information about the service provided.

The customer must receive appropriate reports from the entity about the service provided. Where appropriate, such reports shall include the costs of operations and services performed on behalf of the customer.

Article 212. General duty of the entities to know their clients.

Entities that provide investment services shall ensure at all times that they have all the necessary information about their clients, in accordance with the provisions of the following Articles.

Article 213. Assessment of suitability.

1. Where the investment advisory or portfolio management service is provided, the institution shall obtain the necessary information on its clients and, where appropriate, the potential clients, in relation to the following aspects, with the the purpose of the institution being able to recommend the investment services and financial instruments that are best suited to it:

(a) their knowledge and experience in the field of investment corresponding to the particular type of product or service concerned,

b) your financial situation, and

c) your investment goals.

2. In the case of professional clients, the entity will not have to obtain information about the customer's knowledge and experience.

3. Where the entity does not obtain the information provided for in the previous paragraph, it shall not recommend investment services or financial instruments to the client or potential client.

4. The entity shall provide the client in writing or another durable medium with a description of how the recommendation made to the investor's characteristics and objectives is adjusted.

Article 214. Assessment of convenience.

1. Where services other than the investment advisory or portfolio management service are provided, the investment firm shall request the client, including the potential clients, to provide the client with the necessary information. information on their knowledge and experience in the field of investment corresponding to the specific type of product or service offered or requested, in order to enable the institution to assess whether the investment service or product is adequate for the client.

2. The entity shall provide a copy to the client of the document containing the assessment carried out in accordance with this Article.

3. Where, on the basis of the information provided for in paragraph 1, the entity considers that the product or investment service is not suitable for the customer, it shall be warned.

4. Where the customer does not provide the information referred to in paragraph 1 or is insufficient, the entity shall warn him that that decision prevents him from determining whether the investment service or the intended product is suitable for him.

5. Where the investment service is provided in relation to a complex instrument as set out in Article 217, the contractual document shall be required to include, together with the client's signature, a handwritten expression in the terms of the to determine the National Securities Market Commission, whereby the investor manifests that he has been advised that the product is not convenient to him or that it has not been possible to evaluate him in the terms of this article.

Article 215. Updated record of customers evaluated and products not appropriate.

Entities providing investment services shall at all times maintain an up-to-date record of customers and products not appropriate in which they reflect, for each customer, products whose convenience has been assessed with negative result; in terms determined by the National Securities Market Commission.

Article 216. Exemption from the analysis of convenience.

Where the entity provides the service for the execution or receipt and transmission of client orders, with or without the provision of ancillary services, it shall not have to follow the procedure described in Article 214 provided that they are complied with. the following conditions:

a) that the order relates to non-complex financial instruments,

b) that the service is delivered at the client's initiative,

(c) the institution has clearly informed the client that it is not required to assess the adequacy of the instrument offered or the service provided and that the client therefore does not enjoy the protection set out in the paragraph previous. Such warning may be performed in a standardised format, and

(d) the entity complies with the provisions of Article 193.2.c).

Article 217. Non-complex financial instruments.

1. For the purposes of this Chapter, the following shall be considered as non-complex financial instruments:

(a) Shares admitted to trading on a regulated market or on an equivalent market in a third country, for the purposes of which equivalent third-country markets are considered to be equivalent to equivalent requirements to those established in Title IV of this Law. The European Commission shall publish a list of the markets to be considered equivalent.

b) Money market instruments.

(c) Obligations or other forms of securitised debt, unless they incorporate an implicit derivative.

d) The participation of harmonised collective investment institutions at European level.

2. In addition to the instruments provided for in the previous paragraph, they shall also have regard to non-complex financial instruments, where the following conditions are met:

(a) there are frequent possibilities for the sale, reimbursement or other liquidation of such financial instrument at publicly available prices for members on the market and which are market prices or prices offered, or validated, by independent assessment systems of the issuer,

b) that do not imply actual or potential losses to the customer that exceed the cost of acquiring the instrument, and

(c) that sufficient information on its characteristics is available to the public. This information shall be comprehensible in such a way as to enable a medium retail client to issue a well-founded judgment to decide whether to perform an operation on that instrument.

3. For the purposes of this Chapter, non-complex financial instruments shall not be considered:

(a) securities giving the right to acquire or sell other marketable securities or to give rise to their cash settlement, determined by reference to marketable securities, currencies, interest rates or yields, commodities or other indexes or measures, and

b) the financial instruments referred to in Article 2 (2) to (8

.

Article 218. Record of contracts.

1. Institutions providing investment services shall establish a register including the contract or contracts which are the subject of the agreement between the undertaking and the customer and where the rights and obligations of the undertakings are to be specified. parties and other conditions under which the company will provide customer service.

2. Contracts concluded with retail customers shall be binding in writing. For the provision of the investment advisory service to such clients, the written or verified evidence of the personalised recommendation shall be sufficient.

Article 219. Investment services as part of a financial product.

The reporting and registration obligations referred to in Articles 209 to 218 shall apply to investment services which are offered as part of other financial products, without prejudice to the application to those services. the latest of its specific regulations, especially that related to the assessment of the risks and the requirements of information to be supplied to customers.

Article 220. Compliance with the reporting obligations in the case of the provision of services by another investment firm.

1. Where an institution provides investment services or ancillary services on behalf of a client following instructions from another investment firm, it may rely on the information provided to it by the client. In this case, the company that submits the instructions will be responsible for making the information about the client complete and accurate.

2. In addition, the company receiving the instructions may rely on recommendations provided to the client by another investment firm in respect of the service or the transaction in question. In this case, the sending the instructions will be responsible for the adequacy for the client of the recommendations or advice provided.

3. In any event, the undertaking receiving the instructions or orders shall be responsible for the performance of the service or the operation, on the basis of the information or recommendations received, in accordance with the relevant provisions of this chapter.

Section 3. Managing and executing client orders

Article 221. Obligations relating to the management and execution of orders.

1. Persons or entities providing investment services shall, when executing client orders, already provide this service independently or in conjunction with another:

a) Adopt the reasonable measures to obtain the best possible outcome for the operations of your clients taking into account the price, the costs, the speed and probability in the execution and settlement, the volume, the nature of the operation and any other elements relevant to the execution of the order.

(b) Dispose of order management procedures and systems, in terms that are determined to be regulated, that allow for their quick and correct execution and subsequent allocation, so that no customer is harmed when operations are performed for a number of them or are acting on their own account. Such procedures or systems shall allow the execution of client orders, which are equivalent, according to the time when they were received by the investment firm.

2. In order to comply with the provisions of point (a) of the previous paragraph, institutions shall have a policy of execution of orders which shall define the relative importance attributed to the price, the costs, the speed and efficiency of the execution and settlement, and any other elements that they deem relevant to the execution of the order.

Such an order execution policy shall include, for each instrument class, information about the different markets, systems or any other trading venue where the company executes the orders of its customers, and the factors influencing the choice of the trading venue. It will be necessary for the institution to identify those centres which, in their opinion, will systematically obtain the best possible outcome for the execution of client orders.

3. Regulations shall be laid down:

a) the minimum requirements for order management systems and procedures,

b) how to consider the costs and commissions associated with the execution,

c) rules for the selection of different systems or markets and for the execution of limited-price orders, and

d) the other ends relative to the order management and execution policy.

Article 222. Duty to report on the policy of execution of orders.

1. The entity must inform its clients about its policy of execution of orders, and must obtain its consent before applying it.

2. Where such policy allows the institution to execute the orders on the margins of regulated markets and multilateral trading systems, customers shall be required to know this end by providing their prior and express consent before proceed with the execution of the orders on the margins of the markets or systems identified. Consent may be obtained in a general manner or for each operation in particular.

3. The entity shall be in a position to demonstrate to its customers, at their request, that they have executed their orders in accordance with the company's enforcement policy.

Article 223. Specific assumptions of execution of the orders.

1. When the client of specific instructions on the execution of his order, the company will execute the order by following the specific instruction.

2. In the case of orders from retail customers who have not given specific instructions, the best possible outcome shall be determined in terms of total consideration, consisting of the price of the financial instrument and the costs (a) the execution-related costs shall include all expenses incurred by the client directly related to the execution of the order, including the commissions of the execution centre, the clearing and settlement fees and those other paid to third parties involved in the execution of the order.

Article 224. Monitoring the order execution policy by entities.

1. Institutions shall monitor the effectiveness of their systems and their policy of execution of orders in order to detect and, where appropriate, correct any deficiencies. In particular, they will periodically check whether execution centers included in the order execution policy provide the best possible outcomes for the client or whether it is necessary to change their execution systems.

2. Institutions shall notify their clients of any major changes in their systems or in their policy of execution of orders.

CHAPTER II

Market Abuse

Article 225. Bound subjects.

1. Investment firms, credit institutions, collective investment institutions, issuers, analysts and, in general, any number of persons or entities, directly or indirectly, activities related to the investment, securities markets, they must respect the rules contained in this chapter.

2. In addition, the entities to which the provisions of Articles 228 and 230 below apply shall draw up, refer to the National Securities Market Commission and comply with an internal rules of conduct in which they shall incorporate the forecasts contained in those articles and in their development provisions. They shall also send a written undertaking to ensure that these internal rules of conduct are updated and that their content is known, understood and accepted by all persons belonging to the organisation to whom it is application.

3. In cases where it is found that the content of an internal rules of conduct does not comply with the provisions of the above paragraphs or is not appropriate to the nature or set of activities which the entity or group develops, the Commission National of the Stock Market may require you to incorporate into the regulation any necessary modifications or additions.

Article 226. Insider information.

1. Any information of a particular character which relates directly or indirectly to one or more negotiable securities or financial instruments of those falling within the scope of this law, or to one or more of them, shall be considered to be inside information. a number of issuers of such marketable securities or financial instruments, which has not been made public and which, if made or made public, could have an appreciable influence or influence on their listing on a market or system Contract of employment.

2. The provisions of the preceding paragraph shall also apply to marketable securities or financial instruments for which an application for admission to trading has been made in a market or an organised procurement system.

3. In relation to the financial instruments derived from raw materials, inside information shall be considered to be any information of a specific nature which has not been made public and which relates directly or indirectly to one or more of those financial instruments. financial derivative instruments that users of the markets in which those products are traded would expect to receive in accordance with the market practices accepted in those markets.

Article 227. Obligations and prohibitions for those who have inside information.

1. Any person who has inside information shall refrain from executing on his own account or from outside, directly or indirectly, any of the following:

(a) to prepare or perform any type of transaction on marketable securities or on the financial instruments referred to in the previous Article to which the information relates, or on any other value, financial instrument or contract of any kind, negotiated or not on a secondary market, which has as its underlying the marketable securities or financial instruments to which the information relates.

Except for the preparation and execution of transactions whose existence constitutes, in itself, the inside information, as well as the transactions carried out in compliance with an obligation, already due, to acquire or to assign marketable securities or financial instruments, where this obligation is provided for in an agreement concluded before the person concerned is in possession of the inside information, or other transactions carried out in accordance with the with the applicable rules.

b) Communicate such information to third parties, except in the normal exercise of their work, profession or position.

(c) Recommend to a third party that acquires or cedes marketable securities or financial instruments or that another acquires or cedes them on the basis of such information.

The prohibitions set forth in this section apply to any person who has inside information when the person knows, or should have known, that this information class is involved.

The prohibitions set out in this paragraph also apply to the directors and members of the supervisory board of a European public limited company domiciled in Spain which has opted for the dual system in relation to any transaction relating to securities of the company itself or of affiliated or affiliated companies, on which it has, by reason of its charge, privileged or reserved information, as well as to suggest that it be made to any person in that information is not publicly known.

2. The prohibitions laid down in the previous paragraph are not applicable to transactions carried out in order to implement monetary policy, exchange rate policy or the management of public debt by a Member State of the European Union. European System of Central Banks, of a national central bank or of another body officially designated for that purpose, or by any other person acting on behalf of them. They shall also not apply to operations relating to own shares in the framework of repurchase programmes carried out by issuers, nor to the stabilisation of a negotiable value or financial instrument provided that such operations are carried out in the conditions to be regulated.

3. All persons or entities acting on the securities markets or carrying out activities related to them and, in general, anyone who has inside information, has an obligation to safeguard it, without prejudice to its duty of communication and collaboration with the judicial and administrative authorities in the terms provided for in this or other laws. They shall, therefore, take appropriate measures to prevent such information from being misused or unfair and, where appropriate, shall take the necessary steps immediately to correct the consequences of such use.

4. Public bodies that provide statistics that could have significant impacts on financial markets will disseminate them in a correct and transparent way.

5. The Minister of Economy and Competitiveness is empowered and, with his express rating, the National Securities Market Commission, to establish with respect to the different categories of persons or entities and their transactions in the securities market, concrete measures for the safeguarding of privileged information held.

Article 228. Relevant information, required to disseminate it and publicity.

1. Relevant information shall be deemed to be relevant to any such knowledge which may affect an investor reasonably in order to acquire or transmit securities or financial instruments and therefore may be sensitive to its trading on a market secondary.

2. Issuers of securities are obliged to make public and to disseminate, on the terms that they regulate, immediately to the market all relevant information. They shall also forward to the National Securities Market Commission that information for incorporation into the official register governed by Article 238.

3. The communication to the National Securities Market Commission shall be made simultaneously to its dissemination by any other means and as soon as the fact is known, the decision has been taken or the agreement or contract with third parties has been signed. be treated. The content of the communication shall be true, clear, complete and, where required by the nature of the information, quantified, so as not to mislead or mislead. Securities issuers shall also disseminate this information on their websites. However, where relevant information may disturb the normal conduct of transactions on the securities of the issuer or jeopardise the protection of investors, the issuer shall communicate the relevant information as a prior to its publication, to the National Securities Market Commission, which will disseminate it immediately.

4. An issuer may, under its own responsibility, delay the publication and dissemination of relevant information when it considers that the information is prejudicial to its legitimate interests, provided that such omission is not liable to mislead the public and that the issuer can ensure the confidentiality of such information. The issuer shall immediately inform the National Securities Market Commission.

5. The Minister of Economy and Competitiveness is empowered and, with his express rating, the National Securities Market Commission, to develop, with respect to the obligations established in this article, the procedures and ways to carry out the previous communications, determine the period during which the relevant information will be published on the internet pages of the issuers, as well as to specify the other extremes to which it relates.

Article 229. Obligations of institutions providing investment services in relation to inside information.

1. All entities or groups of entities providing investment services and other entities acting or providing investment advisory services on the securities markets have an obligation to provide for the necessary measures to be taken in respect of to prevent the flow of privileged information between its different areas of activity, so as to ensure that each of these areas takes its decisions in the field of securities markets autonomously, and that conflicts are avoided. of interest.

2. In particular, these entities are obliged to:

a) Set separate areas of activity within the entity or group to which they belong, provided that they act simultaneously in several of them. In particular, they shall be set up in separate areas, at least each of the departments carrying out the activities of own portfolio management, foreign portfolio management and analysis.

b) Establish appropriate information barriers between each separate area and the rest of the organization and between each of the separate areas.

c) Define an investment decision system that ensures that investments are adopted autonomously within the separate area.

d) Develop and keep up to date a list of financial securities and instruments on which inside information is available and a list of persons and dates on which they have had access to such information.

3. In addition, all entities and groups of entities that carry out, publish or disseminate reports or recommendations on securities issuing companies or listed financial instruments shall behave in a fair and impartial manner, stating in (a) the reporting, publication or recommendation of relevant links, including trade relations, and of the stable participation which the institution or group maintains or is to maintain with the undertaking which is the subject of the analysis; as well as that the document does not constitute an offer to sell or subscribe to securities.

4. The Minister of Economy and Competitiveness and, with his express rating, the National Securities Market Commission, may establish mandatory measures in the development of this article and, in particular, the obligation for these entities to have an internal rules of conduct specific to the investment advisory service.

Article 230. Obligations of issuers of securities in relation to inside information.

1. Issuers of securities, during the periods of study or negotiation of any type of legal or financial transaction which may have an appreciable influence on the listing of the financial instruments or securities concerned, have an obligation from:

a) Limit knowledge of information strictly to those people, internal or external to the organization, to which it is essential.

(b) Carry, for each operation, a documentary record in which the names of the persons referred to in the previous paragraph are recorded and the date on which each of them has known the information.

c) To expressly warn persons included in the registration of the character of the information and their duty of confidentiality and the prohibition of their use.

d) Establish security measures for the custody, file, access, reproduction and distribution of information.

e) To monitor the evolution in the market of the securities issued by them and the news that professional information broadcasters and media outlets issue and could affect them.

(f) In the event of an abnormal evolution of the contracted volumes or of the negotiated prices and there are rational indications that such developments are occurring as a result of premature dissemination, partial or distorted of the operation, immediately disseminate a relevant fact which clearly and accurately informs the state in which the operation is in progress or that it contains an advance of the information to be supplied, all without prejudice of the provisions of Article 228.4.

2. Securities issuers are required to subject the conduct of transactions on their own shares or financial instruments to them referenced to measures that prevent investment or divestment decisions from being affected by the insider knowledge.

3. The issuers also have an obligation to submit to the members of their management body, to the directors as they are defined in regulation and to the staff integrated in the areas related to the activities of the market securities, measures to prevent the use of inside information on the securities and financial instruments issued by the institution itself or others in its group.

4. The Minister of Economy and Competitiveness and, with his express rating, the National Securities Market Commission, will be able to establish measures with a mandatory character in the development of this article. In particular, they will determine the way in which managers and managers, and those who have a close link with them, should inform the National Securities Market Commission and the general public about the acquisitions of securities and financial instruments issued by the entity in which they hold such positions or referenced to them.

Article 231. Prohibited conduct in relation to the free formation of prices.

1. Any person or entity that acts or relates to the securities market should refrain from the preparation or carrying out of practices that distort the free formation of prices. The following shall be understood as such:

a) Operations or orders:

1. º That they provide or may provide false or misleading indications as to the offer, demand or price of marketable securities or financial instruments.

2. To ensure, by means of a person or persons acting in a concerted manner, the price of one or more financial instruments on an abnormal or artificial level, unless the person who had made the financial instruments operations or issued the orders demonstrates the legitimacy of their reasons and that they are in line with the market practices accepted on the regulated market concerned.

b) Operations or orders that employ fictitious devices or any other form of deception or scheming.

(c) Dissemination of information through the media, including the Internet, or through any other means, which provides or may provide false or misleading indications as to financial instruments, including the spread of false or misleading rumors and news, when the person who divulged them knew or should have known that the information was false or misleading. With respect to journalists acting on a professional basis, such disclosure shall be assessed taking into account the rules governing their profession, unless such persons obtain directly or indirectly an advantage or benefit from the Such dissemination of information.

2. However, the operations or orders referred to in Article 227.2 and in general those carried out in accordance with the applicable rules shall not be considered to be included in the preceding paragraph.

3. The Minister of Economy and Competitiveness is empowered and, with his express rating, the National Securities Market Commission, to develop, with respect to the prohibition established in this article, a non-exhaustive relationship and description of the specific practices contrary to the free formation of prices.

Article 232. Communication of suspicious operations.

1. Institutions carrying out transactions in financial instruments shall notify the National Securities Market Commission as soon as possible when they consider that there are reasonable indications to suspect that an operation uses inside information or constitutes a practice that distorts the free formation of prices.

They will be required to communicate to the National Securities Market Commission the Spanish investment services companies and credit institutions, including the subsidiaries of foreign entities, as well as the branches of investment services companies or non-Community credit institutions. Where appropriate, the National Securities Market Commission shall forward the suspicious transaction communication to the supervisory authority of the Member State in which it radiuses the market in which such an operation has been carried out.

2. Suspicious transaction communication may be made by letter, e-mail, fax or telephone, where necessary, in the latter case, to be confirmed in writing at the request of the National Securities Market Commission.

3. The communication will contain the following information:

a) The description of the operations, including the order type, and the trading method used.

(b) The reasons for suspecting that the transaction is carried out using inside information or that it is a practice that distorts the free formation of prices.

(c) means of identification of persons on behalf of whom the operations have been carried out and, where appropriate, of those involved in the operations.

d) If the person subject to the obligation to notify acts on his own account or on behalf of third parties.

e) Any other relevant information regarding suspicious operations.

If, at the time of the communication, the entity does not have such information, it shall at least mention the reasons why it considers this to be a suspicious transaction, without prejudice to the obligation to forward additional information as soon as it is available.

4. Entities that report suspicious transactions to the National Securities Market Commission shall be required to remain silent on such communication, except, where appropriate, as provided in the current legal provisions. In any event, the communication of good faith may not involve liability of any kind and shall not constitute a violation of the prohibitions on disclosure under contracts or laws, regulations or administrative.

5. The identity of the entity carrying out the suspicious transaction shall be subject to the professional secrecy laid down in Article 248 (4

.

TITLE VIII

Monitoring, inspection, and sanction regime

CHAPTER I

General provisions

Article 233. Scope of supervision, inspection and sanction.

1. They are subject to the supervision, inspection and sanction regime established in this law, by the National Securities Market Commission:

(a) The following persons and entities, as regards compliance with this law and its implementing rules, as well as European Union law rules containing precepts specifically referred to in the same:

1. The governing companies of the official secondary markets, the contracting entities of the multilateral trading systems, the central counterparties and the central securities depositaries. The Bank of Spain is excluded.

2. The Stock Exchange Company and the companies holding the ownership of the entire shares or of a holding that attribute the control, direct or indirect, of the entities provided for in the preceding number.

3. Spanish investment services companies, extending this competence to any office or center within or outside the national territory.

4. The investment services firms authorised in non-EU Member States operating in Spain.

5. º The agents of the entities that provide investment services.

6. The management company of the investment guarantee fund.

7. No who, not included in the preceding letters, have the status of a member of an official secondary market or the clearing and settlement systems of their operations.

(b) Credit rating agencies established in Spain and registered under Title III, Chapter I of Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on agencies (a) a credit rating, the persons participating in the rating activities, the rated entities or related third parties, the third parties to whom the credit rating agencies have outsourced some of their functions; or activities, and related or connected persons in any other way with the agencies or credit rating activities.

The National Securities Market Commission is the competent authority in Spain for the purposes of Regulation (EC) 1060/2009 of 16 September 2009 and shall exercise its powers in accordance with the provisions of this Regulation. in the European Union rules on credit rating agencies.

c) The following persons and entities, in terms of their actions related to the Stock Market:

1. º Issuers of values.

2. º Credit institutions and their agents, extending that competence to any branch open outside the national territory, as well as credit institutions authorised in non-EU Member States that operate in Spain.

3. Investment services companies authorised in another EU Member State operating in Spain, in the terms set out in this law and in their development provisions including their related agents and branches on national territory, as well as, on the same terms, branches in Spain of credit institutions authorised in another Member State of the European Union.

4. The Management Companies of Collective Investment Institutions as soon as they provide investment services.

5. The remaining natural or legal persons, as soon as they may be affected by the rules of this law and its development provisions.

6. The credit rating agencies registered by another competent authority of the European Union pursuant to Title III, Chapter I of Regulation (EC) No 1060/2009 of 16 September 2009 and the credit rating agencies (a) a qualification which has been certified by equivalence pursuant to Article 5 of that Regulation. The National Securities Market Commission shall exercise its powers in accordance with the provisions of the European Union rules on credit rating agencies.

(d) Persons resident or domiciled in Spain who directly or indirectly control investment firms in other Member States of the European Union, within the framework of collaboration with the authorities responsible for the supervision of such undertakings, as well as holders of significant shareholdings for the purposes of compliance with the provisions of Chapter IV of Title V.

(e) Entities that are part of the consolidated groups of investment firms referred to in Article 258, to the sole effects of the consolidated level compliance with the requirements of own resources and the limitations that may be imposed on investments, operations or positions involving high risks.

(f) the entities that are part of the consolidable groups of which the entities referred to in point (a) (a) (a) and (2) are dominant, to the sole effects of the fulfilment of the obligation to consolidate their annual accounts and the limitations that may be established in relation to their activity and balance of assets.

(g) Financial holding companies, mixed financial holding companies and mixed holding companies, in accordance with Article 4.1.20 and 21 respectively of Regulation (EU) No 575/2013 of 26 June 2014, 2013, among whose subsidiaries are investment service companies.

(h) The natural persons and non-financial entities referred to in Article 258.3, for the sole purposes specified in that paragraph.

(i) Any person or entity for the purposes of verifying whether it infringes the name and activity reserves provided for in Articles 143 to 147. In the case of legal persons, the powers that correspond to the National Securities Market Commission in accordance with the foregoing paragraphs may be exercised on those who hold administration, management or similar positions.

(j) Natural and legal persons performing operations subject to Regulation (EU) No 236/2012 of 14 March 2012.

k) Natural and legal persons performing operations subject to Regulation (EU) No 648/2012 of 4 July 2012.

2. It shall be for the insolvency administration of a securities issuing entity or a registered entity subject to insolvency proceedings to comply with the reporting obligations to the National Securities Market Commission. provided for in this law for their administrators and managers, where they have been replaced by that law.

3. The provisions of this Article shall be without prejudice to the powers of supervision, inspection and sanction which correspond to the Autonomous Communities which are conferred on them by the decision-making bodies of secondary markets. autonomic and, in relation to transactions on securities admitted to trading on the same basis, on the other persons or entities concerned in the first two preceding paragraphs. For the purposes of the exercise of those powers, the relevant provisions of this Title shall be of a basic nature, except for references to state bodies or bodies. The National Securities Market Commission may conclude agreements with Autonomous Communities with competence in the field of securities markets in order to coordinate their respective actions.

4. With regard to the provisions of Articles 226, 227, 228 and 231, and without prejudice to the powers of the Autonomous Communities, the National Securities Market Commission shall have jurisdiction not only for acts carried out on the territory of Spain or outside of which they relate to marketable securities and other financial instruments admitted to trading on an official secondary market or for which an application for admission to trading has been made in one of those markets, but also in respect of acts carried out on Spanish territory in relation to securities and other securities financial instruments admitted to trading on a regulated market in another Member State of the European Union or for which an application for admission to trading has been made in one of those markets.

5. Without prejudice to the provisions of this law, the Banco de España shall exercise supervisory and inspection powers over members of the Public Debt Market in Annotations, account holders in its own name and in the management entities, as well as on the market-related activities of securities made by entities registered in the registers for which they are responsible, as referred to in Article 145.

In all cases of the confluence of supervisory and inspection powers between the National Securities Market Commission and the Banco de España, both institutions will coordinate their actions under the principle that the the functioning of the securities markets, including the internal organisation issues referred to in Article 193.2, corresponds to the National Securities Market Commission, and the supervision of the solvency as well as the remaining issues of internal organisation falls on the institution which maintains the relevant registration.

The National Securities and Exchange Commission and the Banco de España will have to sign agreements in order to coordinate the respective supervisory and inspection powers.

Article 234. Supervisory and inspection powers.

1. The National Securities Market Commission shall have all the powers of supervision and inspection necessary for the exercise of its functions. These powers may be exercised by:

(a) Directly, without prejudice to the ability to seek the collaboration of third parties in the terms set out in Article 235.

b) In collaboration with other authorities, national or foreign, in the terms provided for in this law and its implementing rules.

c) By application to the competent judicial authorities. In particular, you may request the freezing or freezing of assets.

2. In the form and with the limitations laid down in the legal order, the supervisory and inspection powers of the National Securities Market Commission shall include at least the following powers:

a) Access any document in any form and receive a copy of it.

b) Require any person to submit information within the reasonable time limit set by the National Securities Market Commission and, if necessary, to quote and make a statement to a person for information.

c) Perform inspections with physical presence in any office or dependency.

d) Require the telephone and data traffic records that you have.

e) Require the cessation of any practice that is contrary to the provisions laid down in this law and its implementing rules, as well as requiring that such practice not be repeated in the future;

f) Request the asset freeze or freeze.

g) Require temporary prohibition to engage in professional activity.

(h) To collect from the auditors of the investment services companies and the entities of Article 233.1.a) .1 and 2. any information they have obtained in the exercise of their function.

i) Adopt any type of measure to ensure that the persons and entities subject to its supervision comply with the applicable rules and regulations, or with the requirements for the correction or correction made, require such persons and entities, in isolation or collectively and for this purpose, to provide reports from independent experts, auditors or their internal control or regulatory compliance bodies.

j) Agree to the suspension or limitation of the type or volume of the operations or activities that natural or legal persons may make on the stock market.

k) Agree to suspend or exclude the negotiation of a financial instrument, either in an official secondary market or in a multilateral trading system.

l) Rissue matters for criminal prosecution.

m) Authorising auditors or experts to carry out verifications or investigations, as provided for in Article 253.6.c).

n) In the exercise of the function of checking the periodic information referred to in Article 122.2, the National Securities Market Commission may:

1. To collect from auditors of issuers whose securities are admitted to trading on an official secondary market or on another regulated market domiciled in the European Union, by letter of formal notice, information or documents are necessary in accordance with the provisions of Law 22/2015 of 20 July of Audit of Accounts.

The disclosure by auditors of the information required by the National Securities Market Commission pursuant to this article shall not constitute a breach of the duty of secrecy.

2. To require issuers whose securities are admitted to trading on an official secondary market or on another regulated market domiciled in the European Union the publication of additional information, reconciliations, corrections or, where appropriate, reformulations of the periodic information.

n) To collect, through its employees, information on the degree of compliance with the rules affecting the securities markets by supervised entities, without disclosing their status as Commission staff National of the Securities Market and, in particular, the way in which its financial products are being marketed, as well as the good or bad practices that such entities may be carrying out.

or) Require, in writing or in writing, the persons and entities listed in the previous paragraph to immediately publish the information that the person considers relevant to their market-related activities values or that may influence the values. Failure to do so directly will be done by the National Securities Market Commission itself.

3. Verification and investigation actions, including the taking of a statement, may be carried out at the choice of the services of the National Securities Market Commission:

a) In any office, office, or dependency of the inspected entity or person or its representative.

b) On the premises of the National Securities Market Commission or other administration bodies.

Where verification and investigation actions are carried out in the places referred to in point (a) above, the working day of the same shall be observed, without prejudice to the fact that agreement may be made in other places. hours and days.

4. The measures referred to in paragraph 2. (e), (g), (i), (j) and (k) may be adopted as a precautionary measure in the course of a sanctioning dossier or as a measure outside the exercise of sanctioning power, provided that it is necessary for the effective protection of investors or the right to functioning of the markets, and will remain as long as the cause that has motivated them remains.

5. Where the measures referred to in paragraph 2 (e), (g), (j) and (n) are exercised over entities subject to the supervision of the Banco de España, either as a precautionary measure in a sanctioning procedure, be it outside the exercise of the powers of the Penalties must be notified in advance of the said body.

In addition, in the case of the measures referred to in paragraph 2.f), the prior report of that body shall be required.

6. The National Securities Market Commission, in the exercise of the supervisory and inspection powers referred to in this law, may communicate and require the entities provided for in Articles 143, 145, 146, 233.1.a) .1. to 5. and 233.1.c) .1 3. by electronic means, the information and measures contained in this law and in its development provisions.

The entities concerned will have an obligation to enable the technical means required by the National Securities Market Commission for the effectiveness of their electronic notification systems, within the time limit set for this purpose. compliance with the provisions of Article 27.6 of Law 11/2007 of 22 June 2007 on the electronic access of citizens to Public Services.

The electronic notification system, which will respect the principles and guarantees of Law 11/2007, of June 22, and of the rules governing the common administrative procedure of the Public Administrations, will permit accrediting the date and time at which the person concerned is made available to the act which is the subject of notification and the access to the content of the act, at which time the notification shall be deemed to have been applied to all legal effects.

Where the provision of the act of notification has been made available, ten calendar days shall elapse without the content being accessed, the notification shall be deemed to have been rejected with the intended effects. in Article 41.5 of Law 39/2015 of 1 October.

7. The facts established in the exercise of their supervisory and inspection duties by the authorized personnel of the National Securities Market Commission shall have probative value without prejudice to the evidence to be given to their respective defence. rights or interests can be noted or contributed by the persons or entities concerned.

8. The National Securities Market Commission may make public any measure taken as a result of non-compliance with the applicable rules, unless its disclosure could seriously risk the stock markets or cause a disproportionate harm to the persons concerned.

9. The National Securities Market Commission, which shall have the status of a competent authority for the purposes of Regulations (EU) No 236/2012 and No 648/2012, shall have the powers contained in this Article which are necessary to comply with the tasks and tasks assigned to it by delegation or cooperation with other competent authorities.

The Bank of Spain and the General Directorate of Insurance and Pension Funds will immediately bring to the attention of the National Securities Market Commission any effective non-compliance or the existence of sound evidence. for the foreseeable non-compliance with the obligations laid down in Articles 11.3 and 11.4 of Regulation (EU) No 648/2012 of 4 July 2012.

10. Access to the information and data required by the National Securities Market Commission in the exercise of its inspection and supervision functions is covered by Article 11.2.a) of the Organic Law 15/1999 of 13 December 2001. Protection of Personal Data. The data accessed shall only be used for the exercise of the abovementioned powers in accordance with this law.

Article 235. Collaboration of external agents in the monitoring and inspection functions.

1. For the best exercise of the supervisory functions legally assigned to it, the National Securities Market Commission may, in the event of a duly motivated need, use the background resulting from the collaboration that the require auditors, consultants or other independent experts to comply with the rules and instructions to be determined by the body.

2. In particular, the National Securities Market Commission, in order to assess the degree of compliance with the rules affecting the securities markets by supervised entities and, in particular, on the marketing of instruments financial, you can request expert collaboration by issuing reports.

For the preparation of these reports, the designated experts as well as their employees may act anonymously, without disclosing their performance on behalf of the National Securities Market Commission.

3. Action under cooperation with the National Securities Market Commission in accordance with the provisions of this paragraph shall in no case involve the exercise of administrative powers.

Article 236. Collaboration obligations with the National Securities Market Commission.

1. Pursuant to Article 234, the natural and legal persons listed in Article 233.1 are required to make available to the National Securities Market Commission how many books, records and documents, whatever their (a) support is considered to be accurate, including computer software and magnetic, optical or other files, including commercial telephone conversations that have been recorded with the prior consent of the client or investor.

2. Natural persons are required to appear before subpoenas from the National Securities Market Commission for the taking of a statement.

3. The bodies and bodies of any public administration; chambers and corporations, colleges, councils of colleges and professional associations; other public entities, including management bodies and common security services Social and those who, in general, exercise public functions, will be obliged to collaborate and provide the National Securities Market Commission with how much data, documents, records, reports and records are necessary for the exercise by the National Securities and Exchange Commission of the functions set out in Article 17 whatever their support, through the specific requirements and within the period indicated, and to provide the contest, assistance and protection for the exercise of their functions.

4. The auditors of investment services companies are required to communicate to the National Securities Market Commission referred to in the seventh additional provision of Law 22/2015 of 20 July.

5. To the extent necessary for the effective exercise by the National Securities Market Commission of its supervisory and inspection functions, persons or entities providing any type of professional service to persons included In Article 233.1, they are obliged to provide as much data and information as required by the latter, in accordance with the provisions of the specific regulations governing their profession or activity.

Article 237. Publication of relevant information.

With the provisos provided for in Article 248, the National Securities Market Commission may order securities issuers and any entity related to securities markets to make known the public immediate facts or relevant information which may affect the negotiation of the same, and may, in its absence, do so itself.

Article 238. Public records in relation to stock markets.

The National Securities Market Commission will maintain, with the character of official records, to which the public will have free access:

(a) A record of the entities entrusted with the holding of the accounting record for each of the securities issues represented by the accounting record.

(b) A record containing the information brochures approved by the Commission pursuant to this law.

(c) A record of the documents referred to in Article 7 and, in general, those referred to in Article 36.1.a) and b).

(d) A register of investment firms operating in Spain and, where appropriate, their managers, managers and assimilated persons.

e) A record of the agents or proxies acting on a regular basis on behalf of the investment firm.

(f) A regulated information register, which shall include the information referred to in Articles 118 to 122, 123.1, 125, 126 and 228. The official requirements of the National Securities Market Commission for the referral, extension or review of the content of the information referred to in Articles 118 to 122 shall also be included.

g) A record of the listed companies provided for in Article 77.1.

(h) A register in which, in accordance with Article 275.2, the penalties imposed in the last five years for the commission of serious and very serious infringements of natural and legal persons shall be recorded. subject to the scope of supervision, inspection and sanction provided for in this Title.

(i) A record of official secondary markets, of which the supervisory bodies of the other Member States of the European Union and the European Securities and Markets Authority shall be informed of the content and amendments.

j) A record of the Spanish multilateral trading systems.

(k) A register of credit institutions and investment firms that carry out the regulated activity in Chapter III of Title X.

l) A register of credit rating agencies established in Spain and registered in accordance with the provisions of Regulation (EC) No 1060/2009 of 16 September 2009.

m) The clearing, settlement and registration systems and the central counterparties referred to in Articles 97 and 103 respectively.

(n) A record of funds of bank assets referred to in the 10th Additional Provision of Law 9/2012 of 14 November of restructuring and resolution of credit institutions, in which the facts and acts subject to registration with the National Securities Market Commission in accordance with applicable rules.

n) A record of participatory finance platforms.

(o) A securitisation fund record, in which the facts and acts subject to registration with the National Securities Market Commission shall be entered in accordance with the applicable rules.

The incorporation into the National Securities Market Commission Records of the periodic information and information brochures will only imply the recognition that they contain all the information required by the rules to fix their content and in no case shall determine the responsibility of the National Securities Market Commission for the lack of veracity of the information contained therein.

The official register provided for in paragraph (f) shall be considered as a central mechanism for the storage of the information referred to in this Article, in terms that are established in a regulated manner.

Article 239. Claims services.

1. The Ministry of Economy and Competitiveness shall, without prejudice to the powers of the Autonomous Communities, regulate the formation of the National Securities Market Commission and, if necessary, by the decision-making bodies. official securities markets, by central counterparties and by central securities depositaries, of services intended to cover claims which, in matters falling within their jurisdiction, may be made by the public, to advise the Commission on its rights and the legal channels for its exercise.

2. The National Securities and Exchange Commission shall notify the European Securities and Markets Authority of the existence of a complaint procedure for out-of-court settlement of the disputes of the users of financial services in relation to the with the provision of investment services and ancillary services by investment firms.

Article 240. Advertising.

The Minister of Economy and Competitiveness and, with his express rating, the National Securities Market Commission, will determine the cases in which the advertising of the activities referred to in this law will be subject to authorization. or another form of administrative control by the National Securities Market Commission and shall, in general, approve the special rules to be subject to the same rules.

The National Securities Market Commission shall exercise the actions to obtain the cessation or rectification of the advertising which is contrary to the provisions referred to in the preceding paragraph or which in General rules on advertising should be deemed to be unlawful, without prejudice to any penalties applicable in accordance with the following Chapter.

Article 241. Accounting reporting obligations.

1. The individual and consolidated accounts and management reports for each financial year of the institutions referred to in Article 233.1.a) shall be approved, within four months of the closing of the accounts, by their respective board of directors. general, prior to the audit of accounts.

2. Without prejudice to the provisions of Title III of the Code of Commerce, Title III of the Trade Code, the Minister of Economy and Competitiveness is empowered and, with his express rating, the National Securities Market Commission, the Banco de España or the Instituto de Accounting and Audit of Accounts, in order to establish and modify in relation to the entities mentioned in the previous section, the accounting standards and the models to be adjusted their financial statements, as well as those related to the performance of the coefficients to be established, the frequency and detail with which the corresponding coefficients are Data shall be supplied to the National Securities Market Commission or made publicly available by the institutions themselves. This power shall have no more restrictions than the requirement that the advertising criteria be homogeneous for all entities of the same category and similar for the various categories.

The ministerial order in which the rating is established shall determine the reports which, where appropriate, shall be required for the establishment and modification of the standards and models, as well as for the resolution of consultations. on that regulation.

Likewise, the Minister of Economy and Competitiveness, and with his express rating, are entitled to the National Securities Market Commission to regulate the records, internal or statistical databases and documents that they must to carry the entities listed in Article 233.1.a) as well as, in relation to its securities market operations, the other entities referred to in Article 145.

3. The Minister of Economy and Competitiveness and, with his express rating, the National Securities Market Commission, the Banco de España or the Accounting and Audit Institute of Accounts, will have the same powers provided for in the (a) in relation to the consolidable groups of investment firms and to the consolidable groups whose parent entity is one of the groups referred to in Article 233.1.a) 1 and 2. The exercise of these powers shall require the reports prescriptive that, if applicable, be determined in the ministerial enabling order.

CHAPTER II

Cooperation with other authorities

Article 242. Cooperation with other national supervisory authorities.

1. The Bank of Spain, the National Securities Market Commission and the Ministry of Economy and Competitiveness, within their respective legal powers on the control and inspection of financial institutions, will cooperate closely with the the purpose of harmonising the criteria and programmes which, in the light of their mutual experience, are appropriate and to improve the monitoring techniques and practices used in the exercise of those powers.

2. To this end, they shall regularly exchange information which is relevant, in particular, to ensure the highest quality of the techniques used, and may conclude one or more conventions aimed at the standardisation of such techniques. exchanges, the homogenisation of specific procedures or practices and, where appropriate, the use of instruments to monitor the objectives mentioned.

Article 243. Request for prior report and information.

1. The National Securities Market Commission must request a report prior to the Banco de España or the General Directorate of Insurance and Pension Funds, as appropriate, for the adoption of any of the following decisions in relation to the counterparties subject to their respective prudential supervision:

(a) Decisions concerning the existence of risk management procedures and the adequacy of the capital of financial counterparties for the purposes of Article 11.3 and 4 of Regulation (EU) No 648/2012, of 4 July 2012.

(b) The application of the exemptions to intra-group transactions referred to in Article 4.2 and Article 11.5 et seq. of that Regulation.

2. Decisions to be taken by the National Securities Market Commission referred to in point (a) above shall, in any event, be based on the report issued by the authority responsible for the prudential supervision of the securities market. entity.

3. The National Securities Market Commission may require the Banco de España and the Directorate-General for Insurance and Pension Funds, as much information as is necessary for the exercise of supervisory, inspection and sanction powers. on the application of Regulation (EU) No 648/2012 of 4 July 2012.

Article 244. Cooperation with other supervisory authorities of the European Union.

1. The National Securities Market Commission shall cooperate with other competent authorities of the European Union whenever it is necessary to carry out the functions set out in this law, making use of all the powers conferred on it. (a) is attributed to it and those laid down in Regulation (EC) No 1060/2009 of 16 September 2009.

2. The National Securities Market Commission shall also provide assistance to other competent authorities of the European Union. In particular, it will exchange information and collaborate on research or monitoring activities.

The National Securities Market Commission may exercise its powers for cooperation purposes, even in cases where the conduct under investigation does not constitute an infringement of the regulations in force in Spain.

3. The National Securities Market Commission will cooperate with the European Securities and Markets Authority. In particular, it shall provide it without delay with all the information it requires for the performance of the tasks assigned to it in accordance with Article 35 of Regulation (EU) No 1095/2010 of 24 November 2010.

4. In exercising its sanctioning and investigative powers, the National Securities Market Commission shall cooperate with other competent authorities of the European Union to ensure that sanctions or measures produce the desired results and coordinate its action with other authorities in the case of cross-border cases.

Article 245. Exchange of information.

1. The National Securities Market Commission shall immediately provide the European Securities and Markets Authority, the European Banking Authority and the competent authorities of other Member States of the European Union with the necessary information. for the performance of their functions that they require.

2. The National Securities Market Commission shall not transmit the information received from competent authorities of other countries to other bodies or natural and legal persons without the express consent of the competent authorities that have reported.

In any event, the information received by or transmitted by the National Securities Market Commission may only be used for the purposes for which those authorities have given their consent in the exercise of their functions, in particular:

(a) To verify compliance with the conditions governing access to the business of investment firms and to facilitate the supervision, on an individual or consolidated basis, of the exercise of that activity activity, in particular with regard to the capital adequacy requirements imposed by the applicable rules, administrative and accounting procedures and internal control mechanisms.

b) To monitor the proper functioning of trading venues.

c) To impose sanctions.

d) In case of administrative appeal against decisions of the competent authorities.

e) In court proceedings.

f) In extra-judicial mechanisms to resolve investor complaints.

3. The National Securities Market Commission may also transmit the information received from other competent authorities to the Banco de España and the Directorate General for Insurance and Pension Funds.

4. By way of derogation from paragraph 2, in duly justified circumstances the National Securities Market Commission may transmit the information to other bodies or natural and legal persons without the express consent of the competent authorities which have disclosed it and only for the purposes for which those authorities have given their consent. In this case, the National Securities Market Commission shall immediately inform the competent authority of the State which sent the information.

5. The provisions of the preceding paragraphs shall apply as regards the arrangements applicable to the request for the supply or exchange of information in accordance with Article 15 of Regulation (EC) No 1287/2006 of 10 August 2000. 2006.

6. The provisions of this Article shall not prevent the National Securities Market Commission from transmitting the confidential information necessary for the exercise of its functions to the following bodies:

(a) to the European Securities and Markets Authority and to the European Systemic Risk Board, observing the limitations on specific information on specific companies and on the effects on non-EU Member States European as provided for in Regulation (EU) No 1095/2010 of 24 November 2010 and Regulation (EU) No 1092/2010 of the European Parliament and of the Council of 24 November 2010 on macro-prudential supervision of the financial system in the European Union and establishing a European Systemic Risk Board, respectively.

(b) to the European System of Central Banks and to the European Central Bank, as monetary authorities.

c) The Bank of Spain and the General Directorate of Insurance and Pension Funds.

In the same way, these agencies will not be prevented from communicating to the National Securities Market Commission the information it may need to perform the functions that correspond to it in accordance with this law.

Article 246. Prior consultation with other competent authorities of the European Union.

The National Securities Market Commission, prior to the adoption of decisions that may affect the exercise of supervisory functions by the competent authorities of another Member State of The European Union shall consult with those authorities, providing information that is essential or relevant, in the light of the importance of the relevant subject matter.

In particular, the appropriate consultation must be performed before the following decisions are taken:

(a) Those referred to in Title V, Chapter IV in relation to the acquisition of significant holdings, irrespective of the extent of the change in the shareholding to be affected by the relevant decision.

(b) Reports to be issued in merger, division or any other relevant changes in the organisation or management of an investment firm.

(c) The penalties for the commission of very serious and serious infringements which, in the opinion of the National Securities Market Commission, are considered to be of particular relevance.

(d) The intervention and replacement measures referred to in Article 311.

e) The request for additional own resources, as provided for in Article 260.2, as well as the imposition of limitations on the use of internal methods of measurement of operational risk.

In the cases referred to in points (c), (d) and (e), the European Union authority responsible for the consolidated supervision of the group eventually affected by the decision shall be consulted in any case.

By way of exception, the National Securities Market Commission may omit prior consultation with the competent authority concerned of another Member State of the European Union, where urgent or urgent circumstances arise. where such consultation is likely to compromise the effectiveness of the decisions to be taken, the authorities shall be informed without delay as soon as the decision has been taken.

Article 247. Cooperation with the competent authorities of non-EU Member States.

1. The National Securities Market Commission may conclude cooperation agreements providing for the exchange of information with the competent authorities of non-member States of the European Union, provided that the disclosed information is guarantee of professional secrecy at least equivalent to that required under Article 90 and there is reciprocity. This exchange of information shall be intended to carry out the tasks entrusted to the competent authorities. The National Securities Market Commission shall notify the European Securities and Markets Authority of the conclusion of the cooperation agreements referred to in this paragraph.

2. The National Securities Market Commission may transfer personal data to non-member States of the European Union in accordance with Title V of Organic Law 15/1999 of 13 December.

3. The National Securities Market Commission may conclude cooperation agreements providing for the exchange of information with third-country authorities, bodies and natural and legal persons responsible for:

(a) The supervision of credit institutions, insurance or reinsurance entities, other financial organizations and financial markets.

(b) The competition in which the opening of the settlement phase of investment services companies and other similar procedures has occurred.

(c) The performance of audits of the statutory accounts of investment firms, credit institutions, insurance undertakings or reinsurers and other financial institutions in the exercise of their functions supervision, or the administration of compensation schemes, in the performance of their duties.

(d) The supervision of the bodies involved in the competition in which the opening of the settlement phase of investment services companies and other similar procedures has occurred.

Such an exchange of information should be intended for the performance of the tasks of those authorities or bodies or natural or legal persons.

4. Where the information to be transmitted by the National Securities Market Commission comes from another Member State of the European Union, it may be disclosed only with the express agreement of the competent authorities which transmitted it and, in its case, only for the purposes for which those authorities have given their consent. The same provision shall apply to information provided by the competent authorities of non-EU Member States.

Article 248. Professional secrecy.

1. Confidential information or data which the National Securities Market Commission or other competent authorities have received in the exercise of their functions related to the supervision and inspection provided for in this or other laws may be released to any person or authority. The reservation shall be deemed to be lifted from the moment the persons concerned make public the facts to which they relate.

Without prejudice to the provisions of this Article and the cases covered by criminal law, no confidential information which may be received in the performance of their duties may be disclosed to any person or authority, except in a generic or collective form which prevents the specific identification of investment firms, companies which are the subject of the markets, regulated markets or any other person to which this information relates.

2. The access of the General Cortes to the information submitted to the duty of secrecy will be carried out through the President of the National Securities Market Commission, in accordance with the provisions of the parliamentary regulations. To this end, the President of the National Securities Market Commission may request the competent bodies of the Chamber to hold a secret session or to apply the procedure laid down for access to the materials. classified.

Members of a Parliamentary Committee of Inquiry who receive information of a reserved nature shall be obliged to take the appropriate measures to ensure their reservation.

3. All persons who perform or have performed an activity for the National Securities Market Commission and have had knowledge of reserved data are required to keep secret. Failure to comply with this obligation shall determine the criminal and other responsibilities provided for by the laws. These persons may not provide a statement or testimony, or publish, communicate, display data or documents reserved, even after they have ceased their service, except for the express permission granted by the competent organ of the National Commission. of the Stock Market. If such permission is not granted, the person concerned shall keep the secret and shall be exempt from the liability.

4. Except for the obligation of secrecy laid down in this Article:

(a) When the data subject expressly consents to the dissemination, publication or communication of the data.

b) The publication of aggregated data for statistical purposes, or communications in summary or aggregate form so that individual entities cannot be identified even indirectly.

c) The information required by the competent judicial authorities or the Prosecutor's Office in criminal proceedings, or in a civil trial, although in the latter case the obligation of secrecy shall be maintained in all matters relating to the prudential requirements of an investment firm.

(d) Information which, in the context of the proceedings of an investment firm, is required by the judicial authorities, provided that they do not deal with third parties involved in the reflation of the entity.

e) Information which, in the context of administrative or judicial remedies instituted in respect of administrative decisions given in the field of the management and discipline of the securities markets, is required by the competent administrative or judicial authorities.

(f) Information that the National Securities Market Commission has to provide, in order to fulfil its respective functions, to the Autonomous Communities with competence in matters of securities exchanges; to the Bank of Spain; to the Directorate-General for Insurance and Pension Funds; to the Accounting and Audit Institute of Accounts, to the companies governing the official secondary markets in order to ensure the regular operation of the secondary markets; investor guarantee funds; to the financial controllers or syndicates of a business services company; investment or of an entity in its group, designated in the relevant administrative or judicial procedures, and auditors of the investment services firms and their groups.

g) The information that the National Securities Market Commission has to provide to the authorities responsible for the fight against money laundering in application of Law 10/2010, of 28 April, of prevention of money laundering and the financing of terrorism, as well as communications which, by way of exception, may be carried out pursuant to Articles 93 and 94 of Law 58/2003 of 17 December 2003, General Tax The Minister for Economic Affairs and Competitiveness has an indomitable authorisation. For these purposes, the collaboration agreements formalised by the National Securities Market Commission with supervisory authorities from other countries should be taken into account.

h) The information required by a Parliamentary Committee of Inquiry, in the terms established by its specific legislation.

i) The information that the National Securities Market Commission decides to provide to a system or chamber of clearing and settlement of a Spanish market, when it considers that they are necessary to guarantee the correct operation of such systems in the face of any non-compliance, or possible non-compliance, occurring on the market.

(j) The information that the National Securities Market Commission has to provide, for the performance of its tasks, to the European Securities and Markets Authority, the European Systemic Risk Board, the bodies or the authorities of other countries where the public oversight function of credit institutions, insurance companies or reinsurers, other financial institutions and financial markets, or the management of the systems of credit institutions, is the responsibility of the guarantee of deposits or compensation from investors, provided that there is reciprocity, and that the bodies and authorities are subject to professional secrecy under conditions which, at least, are comparable to those laid down by the Spanish laws.

k) Information that for reasons of prudential supervision or sanction of investment services companies and financial institutions or institutions subject to the scope of this law, the National Market Commission Securities have to disclose to the Ministry of Economy and Competitiveness or to the authorities of the Autonomous Communities with competence in the field of securities markets.

(l) The information that the National Securities Market Commission publishes in accordance with the provisions of Article 176.8.

m) The information that the National Securities Market Commission will provide to the Spanish energy supervisory authorities and the supervisory authorities of the Iberian Electric Power Market and to be necessary for the performance of their supervisory functions in those markets. For these purposes, the collaboration agreements concluded by the National Securities Market Commission with other authorities should be taken into account. The information communicated may be disclosed only by express consent of the Commission.

n) The information communicated to the European Banking Authority under the rules in force, and in particular the information provided for in Articles 31 and 35 of Regulation (EU) No 1093/2010 of the European Parliament and of the Council of 24 Commission Decision 2009 /78/EC amending Decision No 716 /2009/EC and repealing Decision No 716 /2009/EC and repealing Decision 2009 /78/EC of the European Parliament and of the Council of 11 December 2010 establishing a European Banking Authority (European Banking Authority). However, this information shall be subject to professional secrecy.

n) The information provided to the European Systemic Risk Board, where this information is relevant for the performance of its statutory functions under Regulation (EU) No 1092/2010 of 24 November 2010.

5. The judicial authorities which receive from the National Securities Market Commission reserved information shall be required to take the appropriate measures to ensure the reservation during the substantiation of the process concerned. The other authorities, persons or entities receiving information of a reserved nature shall be subject to the professional secrecy governed by this Article and shall not be able to use it but in the framework of the performance of the functions they have legally established.

6. The transmission of information reserved to the bodies and authorities of countries outside the European Economic Area referred to in paragraph 4 (j) shall be conditional, where the information has originated in another Member State, to the express conformity of the authority which has transmitted it, and may be communicated only to the addressees referred to for the purposes for which the authority has given its agreement. The same limitation applies to information to the chambers and bodies referred to in paragraph 4 (i) and to the information required by the Court of Auditors and the Research Committees of the General Courts.

7. The National Securities Market Commission shall communicate to the European Banking Authority the identity of the authorities or bodies to which it may transmit data, documents or information in accordance with point (4) (d) and (f) the Accounting and Audit Institute of Accounts.

Article 249. Refusal to cooperate or exchange of information.

The National Securities Market Commission may refuse to grant a request for cooperation in an investigation, an "in situ" verification or an oversight pursuant to Article 253.4 to 6 or to exchange information. in accordance with Article 245.1 to 5 and 253.1 only if:

(a) Such investigation, verification "in situ", supervision or exchange of information may undermine sovereignty, security or public order.

b) A judicial proceeding has been initiated for the same facts and against the same persons.

c) A firm court decision has already been issued with respect to the same persons and the same facts.

In the event of a refusal, the National Securities Market Commission shall duly notify the requesting competent authority and the European Securities and Markets Authority, providing as much information as possible to the

Article 250. Cooperation with the judicial authorities.

The National Securities Market Commission will provide as much collaboration as required by the Judicial Authority or the Fiscal Ministry in order to clarify facts related to the securities markets that may be take a criminal character.

Article 251. Cooperation in the field of prudential supervision of investment firms.

The National Securities Market Commission, in its capacity as the authority responsible for the solvency supervision of the consolidable groups of investment services companies, will collaborate with the authorities. European Union monitors. To this end:

a) Coordinate the collection of information and disseminate among the other authorities responsible for the supervision of investment services companies of the group the information that it considers important in normal situations as urgent.

(b) Plan and coordinate supervisory activities in normal situations, in relation to, inter alia, the activities referred to in Articles 190, 196, 260 and 261 linked to consolidated supervision; provisions concerning technical criteria concerning the organisation and treatment of risks, in collaboration with the competent authorities involved.

(c) Plan and coordinate supervisory activities, in collaboration with the competent authorities involved and, where appropriate, with central banks in emergency situations or in anticipation of such situations, and in (a) in cases where there is an adverse development of investment firms or financial markets, where possible, where possible, from existing specific channels of communication for the purpose of facilitating management; crisis. The content of this planning and coordination may be determined.

(d) cooperate closely with other competent authorities with supervisory responsibility for foreign investment firms, parent companies, subsidiaries or investees of the same group in the terms provided for in the Article 247.

(e) Underwrite coordination and cooperation agreements with other competent authorities which aim to facilitate and establish effective supervision of the groups entrusted to their supervision and to take on the additional tasks which result from such agreements and with the content that is regulated.

In particular, the National Securities Market Commission may enter into a bilateral agreement in accordance with Article 28 of Regulation (EU) No 1093/2010 of 24 November 2010 to delegate its responsibility for supervision of a subsidiary in the competent authorities which have authorised and supervise the parent undertaking, in order to ensure that they are responsible for the supervision of the subsidiary in accordance with the provisions laid down in this law; Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013. The National Securities Market Commission shall report the existence and content of such agreements to the European Banking Authority.

(f) Cooperation with the European Banking Authority for the purposes of Regulation (EU) No 575/2013 of 26 June 2013 in accordance with Regulation (EU) No 1093/2010 of 24 November 2010.

Article 252. Cooperation on the supervision of official secondary markets.

1. The National Securities Market Commission shall establish cooperation mechanisms provided with the competent authority of the host Member State when official secondary markets establish mechanisms in other Member States of the Member State. European Union to enable remote access and the operations of that market and when, given the situation of the securities markets in the host Member State, the official secondary markets have taken substantial importance for the functioning of the markets and the protection of investors in that State.

2. In addition, the National Securities Market Commission and the competent authority of a regulated market of another Member State of the European Union shall establish cooperation mechanisms provided where such a market has established in territory. The Spanish authorities have been able to guarantee the remote access and the operations carried out in Spain and when, given the situation of the Spanish stock markets, they have gained substantial importance for the functioning of the markets and the protection of the of investors in Spain.

3. For the purposes of this Article, operations shall be deemed to be of substantial importance when the provisions of Article 16 of Regulation (EC) No 1287/2006 of 10 August 2006 are complied with.

Article 253. Cooperation in matters of Directive 2004 /39/EC.

1. The National Securities Market Commission may communicate to the competent authorities of other Member States of the European Union information related to the matters covered by the national rules transposing Directive 2004 /39/EC. April 21, 2004.

In such cases, the National Securities Market Commission should indicate whether the information can be disclosed only with its express consent.

Also, when the National Securities Market Commission receives information from the competent authorities of other Member States and those authorities have indicated that the information may be disclosed only with their consent. express, the National Securities Market Commission shall use that information exclusively for the purposes that it has authorized that authority.

2. Where the National Securities Market Commission has reasonable grounds to suspect that entities not subject to its supervision are performing or have carried out activities in the territory of another Member State of the European Union national provisions transposing Directive 2004 /39/EC of 21 April 2004, shall notify it as specifically as possible to the competent authority of that Member State and to the European Securities and Exchange Authority. Markets. This communication shall be without prejudice to the powers that the National Securities Market Commission may exercise.

3. Also, where the National Securities Market Commission receives a notification from the competent authority of another Member State of the European Union which has reasonable grounds to suspect that entities not subject to its supervision are carrying out or have carried out activities in Spanish territory contrary to this law, and its development provisions, must take appropriate measures to correct this situation. In addition, it shall communicate to the notifying competent authority and to the European Securities and Markets Authority the outcome of its intervention and, as far as possible, significant interim progress.

4. The National Securities Market Commission may request the cooperation of other competent authorities of the European Union in a supervisory activity, for an 'on site' verification or an investigation related to the subject matter of the national rules transposing Directive 2004 /39/EC of 21 April 2004 as well as matters relating to Regulation (EC) No 1060/2009 of 16 September 2009.

5. In the case of investment firms authorised in another Member State, which are remote members of an official secondary market, the National Securities Market Commission may choose to address them directly, in which they are authorised in another Member State. The competent authority of the Member State of origin of the remote member shall be duly informed.

6. If the National Securities Market Commission receives a request for an 'in situ' verification or an investigation, within the framework of its powers:

a) will perform the verification or investigation itself,

(b) allow the authorities to submit the application, or

c) will allow the audit or expert to be performed.

Article 254. Cooperation in the field of market abuse.

1. The National Securities Market Commission, in respect of matters governed by Chapter II of Title VII or its implementing rules, may request the competent authorities of other Member States of the European Union to carry out a research in its territory. It may also request that members of its staff be allowed to accompany the staff of the competent authority of that other Member State in the course of the investigation.

If the request of the National Securities Market Commission is rejected or is not completed within a reasonable time, it may be brought to the attention of the European Securities and Markets Authority.

2. Similarly, the competent authorities of other Member States of the European Union may request the National Securities Market Commission to carry out investigations in respect of the matters mentioned above and in the conditions.

3. The National Securities Market Commission may refuse to give course to the requests for research referred to in the previous paragraph, or to have its staff accompanied by the staff of the competent authority of another Member State of the European Securities Market. (a) the European Union, where this may be detrimental to the sovereignty, security or public order, or where a judicial proceeding has been initiated for the same facts and against the same persons before the Spanish authorities, or Those who have received a final judgment from a Spanish judge or tribunal for the same facts. In this case, the competent authority which made the request shall be duly notified, providing it with the most detailed information on such a procedure or judgment.

4. All requests for assistance made or received under the provisions of paragraphs 1 and 2 by the Autonomous Communities with competence in the matter shall be dealt with through the National Securities Market Commission.

5 The National Securities Market Commission shall take the necessary measures to collect and transmit as soon as possible the information on matters covered by Title VII, Chapter II, as requested by the Commission. competent authorities of other Member States of the European Union.

In case the National Securities Market Commission cannot transmit the requested information immediately, it shall communicate the reasons to the requesting authority.

6. The information provided by the National Securities Market Commission under the above paragraph shall be covered by the professional secrecy.

The National Securities Market Commission may also refuse to give a course to a request for information in accordance with the provisions of Article 249.

7. The National Securities Market Commission may request information on the matters referred to in Title VII, Chapter II, to the competent authorities of other Member States of the European Union.

The information that the National Securities Market Commission receives in accordance with the provisions of this paragraph may only be used in the framework of the administrative or judicial procedures specifically related to the performance of their duties, except where the authority which referred the information has authorised its use for other purposes or the transmission to the competent authorities of other States.

Where the request for information submitted by the National Securities Market Commission to the competent authority of a Member State of the European Union is rejected or is not being followed within a reasonable time, it shall be placed in knowledge of the European Securities and Markets Authority.

8. Where a request for cooperation or information has been rejected, the European Securities and Markets Authority may assist the authorities in reaching an agreement in accordance with Article 19 of Regulation (EU) No 1095/2010, 24 November 2010, without prejudice to the possibilities for refusal referred to in Article 249 of this Law and the ability to act by the European Securities and Markets Authority in the event of non-compliance with Union law, recognised Article 17 of that Regulation.

Article 255. Cooperation in the field of clearing, settlement and securities registration systems.

1. In accordance with international standards and with European Union law on central counterparties, central securities depositaries and other financial market infrastructures, the National Market Commission Securities and the Banco de España shall ensure that the functioning of the national securities clearing, settlement and securities systems preserves the stability of the financial system as a whole. To this end, these authorities will assess the degree of adaptation of the procedures of Spanish market infrastructures to international best practices and recommendations, and develop and publish a biennial report.

2. The National Securities and Exchange Commission and the Banco de España will sign a collaboration agreement with the aim of developing the work provided for in the previous section. This agreement will determine their respective roles and responsibilities in the matter, as well as the system of exchange of information between the two authorities.

3. The provisions of this provision shall not alter the respective powers granted to each of these authorities by their regulatory regulations.

CHAPTER III

Prudential monitoring

Article 256. Monitor program.

1. The National Securities Market Commission shall approve, at least once a year, a supervisory programme in relation to the following investment services companies:

(a) Those whose results in the stress tests referred to in Article 257, or in the process of monitoring and evaluation, show the existence of significant risks to their financial soundness or disclose the non-compliance with the solvency rules.

b) Those that pose a systemic risk to the financial system.

(c) Other than the National Securities Market Commission considers necessary in the exercise of its supervisory functions.

2. This programme shall contain at least the information referred to in Article 5.2 of Law 10/2014 of 26 June, and the National Securities Market Commission, in the light of the results of the programme, may take the measures it considers to be in each case, among which are those laid down in Article 55.3 of that law.

3. The National Securities Market Commission shall take into account when establishing its supervisory programme the information received from the authorities of other Member States in relation to branches of established investment services companies there. For these same purposes, it shall also take into account the stability of the financial system of those Member States.

4. This Article 256 and Article 257 shall not apply to investment firms which are not authorised to provide the ancillary service referred to in Article 141.a), who provide only one or more of the services or activities of the investment listed in Article 140,a), (b), (d) and (g), and which is not permitted to have at the disposal of the money or securities of its clients and which, for this reason, can never be in a debt situation with respect to such clients.

Article 257. Stress tests.

1. At least once a year, the National Securities Market Commission shall submit to evidence of resistance to investment service undertakings subject to its supervision in order to facilitate the review and evaluation process provided for in the Article 256.

2. To this end, the National Securities Market Commission may make its own and transmit to the entities and groups the guides approved by the European Banking Authority for these purposes.

Article 258. Consolidation obligations.

1. For the fulfilment of the minimum levels of own resources and limitations due under Regulation (EU) No 575/2013 of 26 June 2013, investment firms shall consolidate their accounting statements with those of other investment firms. investment services and financial institutions which constitute a unit of decision with them, as provided for in Article 42 of the Trade Code and in accordance with the provisions of that Regulation.

2. The National Securities Market Commission may require institutions subject to consolidation as much information as necessary to verify the consolidations made and to analyze the risks assumed by the entity as a whole. consolidated, as well as, with the same object, inspect your books, documentation, and records.

When of the economic, financial or managerial relationships of an investment firm with other entities, the existence of a control relationship within the meaning of this article is presumed, without the entities have made the consolidation of their accounts, the National Securities Market Commission may request information from or inspect those entities for the purposes of determining the source of the consolidation.

3. The National Securities Market Commission may request information from natural persons and inspect non-financial institutions with which there is a control relationship as provided for in Article 42 of the Trade Code. effects of determining its impact on the legal, financial and economic situation of investment firms and their consolidable groups.

4. The consolidation obligation laid down in Article 42 of the Code of Commerce shall be understood as being fulfilled by the consolidation referred to in the preceding paragraphs by those groups of companies whose dominant entity is a company of investment services, or by others who have a parent company whose principal activity is the holding of shares in investment firms. That duty shall also be understood as being fulfilled for the groups of the governing bodies of the official secondary markets, the central counterparties and the central securities depositaries.

This is without prejudice to the obligation to consolidate one another, which may exist for subsidiaries other than financial institutions, where appropriate in accordance with Article 42 of the Trade Code.

Article 259. Prudential supervision of investment firms and their consolidable groups.

1. It shall be the responsibility of the National Securities Market Commission, in its capacity as the authority responsible for the supervision of investment firms and their consolidable groups:

a) Review the systems, whether agreements, strategies, procedures or mechanisms of any kind, applied to comply with the solvency regulations contained in this law and the provisions that develop it, as well as in Regulation (EU) No 575/2013 of 26 June 2013.

b) Determine whether systems, own resources and liquidity held by investment firms ensure sound and prudent management and sound coverage of their risks.

(c) Determine from the review and assessment referred to in the preceding paragraphs whether the systems referred to in point (a) and the own funds and liquidity maintained ensure sound management and coverage; respectively, of their risks.

The analyses and assessments referred to in the preceding paragraphs shall be updated at least annually.

2. The National Securities Market Commission, in the development of its functions as the authority responsible for the supervision of investment services companies and their consolidable groups:

(a) It shall take due account of the possible impact of its decisions on the stability of the financial system of all other Member States concerned, in particular in emergency situations, on the basis of information available at the moment.

(b) It shall take into account the convergence of supervisory instruments and practices at the level of the European Union.

(c) Cooperate with the competent authorities of other Member States of the European Union, as parties to the European System of Financial Supervision (ESFS), with confidence and full mutual respect, in particular to ensure the flow of of relevant and reliable information between them and other parts of the ESFS, in accordance with the principle of fair cooperation set out in Article 4.3 of the Treaty on European Union.

(d) Participate in the activities of the European Banking Authority and, where appropriate, in colleges of supervisors.

(e) shall make every effort to comply with the guidelines and recommendations issued by the European Banking Authority in accordance with Article 16 of Regulation (EU) No 1093/2010 of 24 November 2010 and comply with the warnings and recommendations to be made by the European Systemic Risk Board in accordance with Article 16 of Regulation (EU) No 1092/2010 of 24 November 2010.

f) Co-operate closely with the European Systemic Risk Board.

Article 260. Prudential supervision measures.

1. The National Securities Market Commission will require investment firms or consolidable groups of investment firms to quickly take the necessary steps to return to compliance with the following: circumstances:

(a) Where they do not comply with the obligations contained in the solvency rules or have serious deficiencies in the organisational structure or in the internal control, accounting or valuation procedures and mechanisms, including those provided for in Article 190.2 of the Act.

(b) Where the National Securities Market Commission itself has data in accordance with which it is reasonably foreseeable that the institution fails to comply with the obligations referred to in the preceding paragraph in the following 12 months.

2. In the circumstances provided for in the preceding paragraph, the National Securities Market Commission may adopt some or more of the following measures which it considers to be more appropriate in the light of the situation of the investment firm or of the group:

(a) Require investment firm undertakings to maintain own resources in excess of the capital requirements laid down in Article 196 and in Regulation (EU) No 575/2013 of 26 June in relation to risks and risk elements not covered by Article 1 of that Regulation.

(b) Require investment firms and their groups to strengthen or modify internal control, accounting or valuation procedures, mechanisms and strategies adopted for compliance with the rules which are applicable, including those established in order to comply with the provisions of Article 190.2.

(c) Require investment firms and their groups to submit a plan to restore compliance with the supervisory requirements set out in this law and in Regulation (EU) No 575/2013 of 26 June 2014. 2013, to set a deadline for its implementation and to introduce into the plan the necessary improvements in terms of its scope and deadline for implementation.

d) Demand that investment firms and their groups implement a specific policy of provision of provisions or a certain treatment of assets in terms of own resource requirements.

e) Restrict or limit the business, operations or network of investment services companies or request the abandonment of activities that pose excessive risks to the soundness of an investment firm.

f) Require the reduction of the risk inherent in the activities, products and systems of the investment services companies.

g) Require investment firms and their groups to limit variable remuneration as a percentage of net income, where it is incompatible with the maintenance of a sound capital base.

h) Require investment firms and their groups to use net profits to strengthen their own resources.

i) Banning or restricting the distribution by the company of investment services of dividends or interest to shareholders, partners or holders of additional Tier 1 capital instruments, as long as the prohibition does not constitutes an assumption of non-compliance with the payment obligations of the investment firm.

j) Impose additional or more frequent reporting obligations, including information on the status of capital and liquidity.

k) The obligation to have a minimum amount of liquid assets to deal with potential outflows from liabilities and liabilities, including in the event of serious events that could affect the the availability of liquidity, and the availability of an adequate structure of sources of financing and maturities in its assets, liabilities and commitments in order to avoid potential imbalances or liquidity strains that may damage or put into effect the financial situation of the investment firm.

3. The provisions of the above paragraph are without prejudice to the application of the sanctioning regime provided for in this law.

Article 261. Additional own resources requirements.

1. The National Securities Market Commission shall require investment firms to maintain own resources higher than those established in accordance with Article 260.2.a), at least in the following cases:

(a) If the investment firm does not meet the requirements set out in Article 190.2 or Article 393 of Regulation (EU) No 575/2013 of 26 June 2013.

(b) If there are risks or items of risk that are not covered by the own resources requirements set out in Article 196 or in Regulation (EU) No 575/2013 of 26 June 2013.

(c) If it is likely that the implementation of other measures alone will not be sufficient to sufficiently improve the systems, procedures, mechanisms and strategies at an appropriate time.

d) If the revision referred to in Article 259.1 shows that the requirement for the application of a method of calculation of own resources requirements requiring prior authorisation is not met; in accordance with Part Three of Regulation (EU) No 575/2013 of 26 June 2013, it could lead to insufficient own resources requirements, or if the valuation adjustments in respect of specific positions or portfolios within the meaning of Article 3 (1) of Regulation (EU) No 575/2013 of the trading book, in accordance with Article 105 of the Regulation (EU) n. ° 575/2013 of 26 June 2013 do not allow the investment firm to sell or cover its positions in a short period of time without incurring significant losses under normal market conditions.

e) If there were reasonable grounds to consider that the risks could be underestimated in spite of compliance with the applicable requirements of Regulation (EU) No 575/2013 of 26 June 2013, and of this law and its rules

(f) If the investment firm notifies the National Securities Market Commission, in accordance with Article 377.5 of Regulation (EU) No 575/2013 of 26 June 2013, that the results of the The resistance referred to in that article significantly exceeds the requirements of own resources derived from the correlation trading book.

2. For the purposes of determining the appropriate level of own resources on the basis of review and assessment carried out in accordance with Article 259.1, the National Securities Market Commission shall assess the following:

(a) The quantitative and qualitative aspects of the evaluation process of the investment services companies referred to in Article 190.2.

(b) Systems, procedures and mechanisms related to the recovery and resolution plans of investment firms.

(c) The results of the review and evaluation carried out in accordance with Article 259.1.

d) The systemic risk.

Article 262. Supervision of mixed financial holding companies and mixed portfolio companies.

1. Where a mixed financial holding company subject to the supervision of the National Securities Market Commission is subject to equivalent provisions under this law and Law 5/2005 of 22 April of the supervision of the securities financial conglomerates and amending other laws of the financial sector, in particular in terms of risk supervision, the National Securities Market Commission, after consultation with the other authorities responsible for the supervision of the subsidiaries of the mixed financial holding company may decide to apply to the joint financial holding company only the provisions of Law 5/2005 of 22 April and its implementing legislation.

2. Also, where a mixed financial holding company subject to the supervision of the National Securities Market Commission is subject to equivalent provisions under this law and from Law 20/2015 of 14 July of ordination, supervision and solvency of insurance and reinsurance entities, in particular in terms of risk supervision, the National Securities Market Commission, after consultation with the other authorities responsible for supervision of the subsidiaries of the mixed financial holding company, may decide to apply to that company only the provisions of Law 20/2015 of 14 July.

3. The National Securities Market Commission shall inform the European Banking Authority and the European Insurance and Pension Fund Authority of the decisions taken pursuant to the preceding paragraphs.

4. Without prejudice to the provisions of Part Four of Regulation (EU) No 575/2013 of 26 June 2013, where the parent undertaking of one or more Spanish investment services companies is a mixed holding company, the National Commission of the Securities Market shall carry out the general supervision of the operations between the investment firm and the mixed holding company and its subsidiaries.

5. The subsidiaries of a mixed-company holding company shall have adequate risk management systems and internal control mechanisms, including sound reporting and accounting procedures, in order to ensure that the investment services are fully integrated into the market. to identify, measure, monitor and control operations with its parent portfolio and its subsidiaries. The National Securities Market Commission shall require the investment firm to report any other significant transaction with those entities other than that referred to in Article 394 of Regulation (EU) No 575/2013 of 26 June 2014. of 2013. Such significant procedures and operations shall be subject to surveillance by the National Securities Market Commission.

Article 263. Supervision of investment services companies of non-EU Member States.

1. The obligations laid down in the solvency rules shall not be required for branches of investment services firms based in a non-Member State of the European Union provided that they are subject to equivalent obligations in the terms that are regulated to be determined.

2. Investment firms whose dominant entity is a financial institution with an address outside the European Union shall not be subject to supervision on a consolidated basis, provided that they are already subject to such supervision by the institution. the relevant competent authority of the third country, which is equivalent to that provided for in this Law and its implementing rules, and in Part 1, Title II, Chapter 2 of Regulation (EU) No 575/2013 of 26 June 2013.

The National Securities Market Commission will have to check this equivalence, for which it will have to take into account the guidelines drawn up by the European Banking Authority for this purpose, which it will consult before adopting a decision on this.

In the event that the existence of an equivalent supervisory regime is not assessed, it will result from the application to the investment firms mentioned in the first subparagraph of this paragraph of the supervisory regime in the consolidated basis provided for in the solvency rules.

By way of derogation from the preceding paragraph, the National Securities Market Commission may establish other methods for supervision on a consolidated basis of the groups referred to in this paragraph. Such methods shall include the power of the National Securities Market Commission to require the establishment of a dominant financial institution having its registered office in the European Union. The methods shall comply with the objectives of the supervision on a consolidated basis as defined in this law and shall be communicated to the other competent authorities involved, to the European Commission and to the European Banking Authority.

Article 264. Branch designation requests as significant.

1. The National Securities Market Commission may make requests to the competent authorities for the supervision of an investment firm authorised in the European Union with branches in Spain to be considered as significant branches, as well as, in cases where there is no joint decision in this respect, to resolve their significant character.

In these cases, in accordance with the procedure to be determined by regulation, the National Securities Market Commission will promote the adoption of a joint decision on the application, with the other competent authorities of the other Member States in charge of the supervision of the various entities integrated into the group.

2. It shall also be the responsibility of the National Securities and Exchange Commission, in accordance with the procedure to be determined by joint decision, to resolve, by joint decision, the equivalent requests made by the competent authorities of the countries where branches of Spanish investment services companies are located, as well as, in the absence of a joint decision in this respect, to recognise the decision on their significant character of that competent authority.

3. The parameters that the National Securities Market Commission will have to take into account to consider whether a branch is significant or not, which will include in any case the market share of the branch, the incidence of the the potential of the suspension or cessation of the institution's operations in the market liquidity and the size and importance of the branch.

Article 265. Relationships with other supervisors in the area of supervision on a consolidated basis.

1. Any rule that is in development of what this law provides for and which may affect financial institutions subject to the supervision of the Banco de España or the General Directorate of Insurance and Pension Funds shall be issued upon its report.

2. Provided that in a consolidated group of investment firms there are entities subject to supervision on an individual basis by a body other than the National Securities Market Commission, it is, in the exercise of the powers that the law attributes to it on those entities, it shall act in a coordinated manner with the supervisory body which in each case corresponds. The Minister for Economic Affairs and Competitiveness may lay down the rules necessary to ensure proper coordination.

3. The Minister of Economy and Competitiveness, after a report of the National Securities Market Commission, on a proposal from the Banco de España, may agree that a group of investment services companies in which one or more entities of credit eligible to join a deposit guarantee scheme has the consideration of a consolidated group of credit institutions and is therefore subject to supervision on a consolidated basis by the Banco de España.

Article 266. Colleges of supervisors.

1. The National Securities Market Commission, as a consolidating supervisor, shall establish colleges of supervisors in order to facilitate the exercise of the tasks to be determined in the framework of the cooperation to which it is established. refers to Article 244 and, in accordance with the requirements of confidentiality laid down in the applicable legislation and with the law of the European Union, shall ensure, where appropriate, that appropriate coordination and cooperation are established with the competent authorities of non-Member States of the European Union.

2. Colleges of supervisors shall constitute the framework in which the following tasks are carried out:

(a) Exchange information between competent authorities and the European Banking Authority in accordance with Article 21 of Regulation (EU) No 1093/2010 of 24 November 2010.

b) Agree to voluntary assignment of tasks and voluntary delegation of responsibilities if appropriate.

c) Establish prudential examination programmes based on a risk assessment of the group, in accordance with Article 259.

d) Increase the efficiency of supervision by eliminating any duplication of unnecessary prudential requirements, in particular in relation to requests for information referred to in Article 246.

(e) to apply in a consistent manner the prudential requirements laid down in Regulation (EU) No 575/2013 of 26 June 2013 in all entities of a group of investment services undertakings, without prejudice to the options and the powers of the European Union legislation.

(f) Plan and coordinate supervisory activities, in collaboration with the competent authorities involved and, where appropriate, with central banks, in emergency situations or in anticipation of such situations, the work carried out in other fora which may be established in this field.

3. Where the National Securities Market Commission holds the status of a supervisor of an investment services firm with branches deemed to be significant in accordance with the criteria of Article 264, it shall also establish and preside over a college of supervisors to facilitate the exchange of information referred to in Article 246.

4. The establishment and functioning of the colleges shall be based on written and determined provisions, after consultation with the competent authorities concerned, by the National Securities Market Commission as the responsible authority. the supervision on a consolidated basis or as the competent authority of the home Member State.

The National Securities Market Commission will keep all members of the college fully informed, in advance, of the organization of the meetings of the schools, of the main issues to be dealt with and the issues to be considered.

The National Securities Market Commission will also fully inform all members of the college about the actions taken in the meetings or the measures implemented. The characteristics to be collected by such schools, the composition of which will be determined by the National Securities Market Commission, may be developed.

5. The National Securities Market Commission, as a member of a college of supervisors, will work closely with the other competent authorities to form it. The confidentiality requirements provided for in this law shall not prevent the exchange of confidential information between the National Securities Market Commission and the other competent authorities within the monitors.

6. The establishment and functioning of colleges of supervisors shall not affect the rights and duties of the National Securities Market Commission collected in this law and in their respective regulatory developments.

Article 267. Joint decisions.

Within the framework of the cooperation referred to in Article 244, the National Securities Market Commission, as a supervisor on a consolidated basis of a group, or as a competent authority responsible for the supervision of subsidiaries of a parent investment firm of the European Union or a financial holding company or a mixed financial holding company in the European Union in Spain shall do all in its power to reach a joint decision on:

(a) The application of Article 190.2 and Article 259.1 to determine the adequacy of the consolidated level of own resources held by the group in relation to its financial situation and risk profile and the level of resources necessary for the application of Article 259.2 to each of the entities in the investment services group and on a consolidated basis.

(b) Measures to address any significant issues and important findings related to the supervision of liquidity.

The joint decision shall be taken in accordance with the procedure to be regulated.

Article 268. Disclosure obligations of the National Securities Market Commission.

1. The National Securities Market Commission shall periodically disclose the following information regarding the solvency rules of investment firms:

(a) aggregated statistical data on the fundamental aspects of the application of the prudential framework in Spain, including the number and nature of the supervisory measures taken in accordance with Articles 190, 196, 260 and 261 and the administrative penalties imposed, all in accordance with the professional secrecy procedure laid down in Article 248.

(b) The general criteria and methods adopted to verify compliance with the provisions of Articles 405 to 409 of Regulation (EU) No 575/2013 of 26 June 2013.

(c) A brief description of the outcome of the supervisory review and the description of the measures imposed in cases of non-compliance with Articles 405 to 409 of Regulation (EU) No 575/2013 of 26 June 2014. 2013, on an annual basis, and without prejudice to the obligations of secrecy laid down in Article 248.

(d) The results of the stress tests carried out in accordance with Article 257 or Article 32 of Regulation (EU) No 1093/2010 of 24 November 2010.

When determined by the European Banking Authority, the information referred to in this paragraph shall be transmitted to this authority for subsequent publication of the result at European Union level.

e) Other information that is determined to be regulated.

2. The information published in accordance with paragraph 1 shall be sufficient to allow a meaningful comparison of the approaches adopted by the National Securities Market Commission with those of the approved authorities of the different Member States of the European Union. The information shall be published in the format determined by the European Banking Authority and updated regularly. It will be accessible at the electronic headquarters of the National Securities Market Commission.

Article 269. Information obligations of the National Securities Market Commission in urgent situations.

The National Securities and Exchange Commission will, as soon as possible, warn the Minister of Economy and Competitiveness, the other supervisory authorities, domestic or foreign, affected, to the Banking Authority. European and the European Systemic Risk Board, of the emergence of an emergency situation, including a situation as defined in Article 18 of Regulation (EU) No 1093/2010 of 24 November 2010, and in particular in those cases where there is an adverse development of the financial markets, which may compromise liquidity on the market and the stability of the financial system of any Member State of the European Union in which investment firms of a group subject to supervision on a consolidated basis of the National Commission of the European Union have been authorised Securities market or in which significant branches of a Spanish investment firm are established, as referred to in Article 264.

Article 270. Development of guides in supervisory matters.

1. The National Securities Market Commission may develop technical guidance to entities and persons subject to its supervision, indicating the criteria, practices or procedures it considers appropriate for regulatory compliance. of the stock markets. These guidelines, which must be made public, may include the criteria that the National Securities Market Commission itself will follow in the exercise of its supervisory activities.

2. To this end, the National Securities Market Commission may make its own, and transmit as such, as well as develop the guides which, addressed to the subjects subject to its supervision, approve the active international bodies or committees, on the appropriate criteria, practices or procedures in order to promote better compliance with the rules for the management and discipline of securities markets and the supervision of their compliance.

CHAPTER IV

General provisions on infringements and penalties

Article 271. General issues.

1. The natural persons and entities to whom the provisions of this law apply, as well as those who have in fact or in fact a right of administration or management of the latter, who infringe rules of ordination or discipline of the The Securities Market shall incur punishable administrative liability in accordance with the provisions of this Chapter.

The credit rating agencies, established in Spain and registered under Title III, Chapter I of the Regulation, shall also be liable to be liable to be punishable under the provisions of this Chapter. Regulation (EC) No 1060/2009 of 16 September 2009 on persons participating in the qualifying activities, the rated entities or related third parties, the third parties to whom the credit rating agencies have outsourced some of its functions or activities, and related or connected persons any other form with the agencies or with the credit rating activities.

2. They hold administrative or management positions in the entities referred to in the preceding paragraph, for the purposes of the provisions of this Chapter and following, their administrators or members of their collective management bodies, as well as their general and assimilated directors, such persons being understood as persons who, in fact or in law, develop in the entity functions of senior management.

3. The person who exercises administration or management positions in the entity shall be liable for very serious or serious infringements when they are attributable to his or her intentional or negligent conduct.

Notwithstanding the foregoing paragraph, they shall be held liable for the very serious or serious violations committed by the entities, who hold administration or management positions, except in the case of Following cases:

(a) Where those who are part of the collective management bodies have not been assisted by reason of the corresponding meetings or have voted against or have saved their vote in relation to the decisions or agreements that would have resulted in the infringements.

(b) Where such infringements are solely attributable to executive commissions, delegated directors, general managers or similar bodies, or other persons with similar functions in the entity.

4. Laws and provisions of a general nature which contain provisions specifically relating to the entities referred to in Article 233.1.a) and b) or to the related activity are considered to be rules for the management and discipline of the Securities Market. with the stock market of persons or entities referred to in Article 233.1.b) and c) and which are subject to compliance with them. Those provisions shall be understood to include those approved by bodies of the State, the Autonomous Communities which have jurisdiction in the matter, the regulations of the European Union and other rules adopted by the Member States. European Union institutions resulting from direct application, as well as the Circulars approved by the National Securities Market Commission provided for in Article 21.

In particular, standards for the management and discipline of the stock market shall be considered:

(a) Regulation (EU) No 648/2012 of 4 July 2012.

(b) Regulation (EU) No 575/2013 of 26 June 2013.

(c) Regulation (EU) No 909/2014 of 23 July 2014.

Article 272. Criminal prejudiciality.

1. The exercise of the sanctioning power referred to in this law shall be independent of the possible concurrency of criminal offences or offences.

2. By way of derogation from the above paragraph, where criminal proceedings are being carried out for the same or for others whose separation of the penalties under this law is rationally impossible, the procedure shall be suspended. The Court of Justice of the European Court of Justice The file shall be resumed, if appropriate, the decision to be taken shall respect the assessment of the facts contained in that statement.

Article 273. Rules for the opening, instruction and sanction.

1. The jurisdiction for the opening, instruction and sanction in the sanctioning procedures referred to in this Chapter shall be in accordance with the following rules:

(a) The opening and instruction of files shall be the responsibility of the National Securities Market Commission. The opening of files, where it affects investment firms authorised in another Member State of the European Union, shall be communicated to its supervisory authorities, in order to ensure that, without prejudice to the precautionary measures and sanctions which proceed in accordance with this law, adopt those that they consider appropriate for the cessation of the infringing action or to avoid its reiteration in the future.

b) The imposition of sanctions for very serious, serious and minor infractions will be the responsibility of the National Securities Market Commission. The National Securities Market Commission will give the Minister of Economy and Competitiveness a reasoned account of the imposition of sanctions for very serious infringements and, in any case, will transmit to him on a quarterly basis the essential information on the procedures for processing and the resolutions adopted.

When the infringing entity is a Spanish credit institution or a branch of a credit institution of a State that is not a member of the European Union, it shall be required for the imposition of the corresponding penalty for serious or very serious infringements, the report of the Banco de España.

2. The time limit for resolving and reporting the resolution shall be one year, which may be extended in accordance with Articles 23 and 32 of Law 39/2015 of 1 October 2015.

3. Where the jurisdiction of penalties is applicable to the Autonomous Communities, the competent bodies for the opening, the instruction and the sanction shall be established in the organic rules which distribute the powers in the internal field of the respective Communities. Autonomous Community.

Article 274. Legislation applicable to the sanctioning procedure.

1. In the case of a sanctioning procedure, Law 39/2015 of 1 October 2015 and Law 40/2015 of 1 October, and its regulatory development, with the specialties listed in Articles 108, 110 and 112 of Law 10/2014, of 26 May 2014, will apply. June, as well as in this law and its regulatory development.

2. Likewise, in the exercise of the sanctioning power attributed to the National Securities Market Commission, the provisions of Article 106 of Law 10/2014, of June 26,

apply to the entities covered by Article 233.1.a.

Article 275. Enforcement, registration and advertising of sanctions.

1. Resolutions imposing sanctions in accordance with the provisions of this law shall be enforceable when they put an end to the administrative route. They shall, where appropriate, take the necessary precautionary measures to ensure that they are effective as long as they are not enforceable.

2. The imposition of the penalties will be stated in the corresponding Administrative Register in charge of the National Securities Market Commission, which will be accessible through its website. Where the penalties under appeal are published, information on the state of the appeal and the outcome of the appeal shall be included on that website. In addition, the sanctions of suspension, separation and separation with disablement, once they are executive, will be included, in addition in their case, in the Commercial Registry.

3. Information on the type and nature of the offence and the identity of the natural person shall be included in the publication of the sanctions, both on the website of the National Securities Market Commission and in the "Official State Gazette". or the legal entity on which the sanction is placed.

4. In relation to the provisions of the previous paragraph, the National Securities Market Commission may agree, where any of the assumptions contained in paragraph 5 are present, that:

(a) The penalties imposed for the application of the rates applicable to investment firms contained in Articles 278.2 and 6; 279.5; 282.1, 2 and 4; 283.1, 2, 3, 4, 7, 8 and 11; 284.3; 285.3 and 4; 286; 287; 289.3 and 6; 295.1; 296.2, 4, 5, 7, 8, 9, 10 and 11; 298.1 and 2; 299.1 and 300.3 as well as those imposed pursuant to the provisions of Law 11/2015, of June 18, are published keeping the identity of the sanctioned subjects confidential.

(b) The penalties imposed for the application of the rates contained in Articles 282.2 and 3; 292.3 and 300.1relating to non-compliance with the obligations laid down in Articles 118 to 123; 125 and 126; keeping the identity of the sanctioned subjects confidential, or their publication deferred.

(c) In relation to the penalties imposed for the application of the types contained in Articles 288.1 and 3; and 298.3 and 4:

1. Demoate the publication of the sanction imposed until the time the reasons for the delay of the publication cease.

2. Publish anonymously the sanction imposed if that anonymous publication guarantees effective protection of the personal data in question. In this case, the publication of the relevant data may be deferred for a reasonable period of time if it is expected that in the course of that period the reasons for a publication with the protection of anonymity shall cease to exist.

3. Do not publish in any way the sanction imposed if the options referred to in (a) and (b) above are considered insufficient to ensure that the stability of the financial markets is not jeopardised, as well as the proportionality of the publication of those sanctions against measures that are considered to be of minor importance.

5. The National Securities Market Commission may agree on the measures referred to in paragraph 4 where one of the following cases is present:

(a) Where the sanction is imposed on a natural person and, in the case of the sanctions referred to in paragraph 4 (c), where the sanction is imposed on a legal person, and after prior assessment, the publication of the data of the personal character is considered disproportionate.

(b) Where publication may endanger the stability of financial markets or an ongoing official or criminal investigation.

(c) Where the publication may cause disproportionate damage to the entities or natural persons involved, to the extent that the damage can be determined. This assumption shall not apply to the penalties referred to in paragraph 4 (c)

6. Once the sanctions imposed on a legal person are enforceable, they must be communicated to the immediate general meeting that is held.

7. The National Securities Market Commission may make public the opening of the sanctioning files, after it has been notified to the parties concerned, after resolving, where appropriate, on the confidential aspects of its content and after the disassociation of the personal data referred to in Article 3 (a) of the Organic Law 15/1999 of 13 December on the Protection of Personal Data, except as regards the name of the offenders. The publication shall be decided upon prior weighting, sufficiently reasoned, in the public interest, taking into account the favourable effects which it generates on the best transparency and functioning of the securities markets and the protection of investors, and the injury caused to the offenders.

8. The fines and periodic penalty payments adopted by the European Securities and Markets Authority pursuant to Articles 65 and 66 of Regulation (EU) No 648/2012 of 4 July 2012 shall be subject to an authenticity analysis by the National Market Commission. And then they will be executed.

Article 276. Waiver of penalties.

1. The Minister of Economy and Competitiveness, prior to the report of the National Securities Market Commission, will be able to forgive, in whole or in part, or defer the payment of the fines imposed on legal persons when they have become controlled by other shareholders after committing the infringement, are engaged in a bankruptcy procedure, or are given other exceptional circumstances that will cause the enforcement of the penalty in its own terms to strike against the equity or to harm the general interests.

2. The provisions of the previous paragraph shall in no case be subject to the penalties imposed on those who held administrative or managerial positions in those legal persons when the infringement was committed.

3. In no case shall there be any cancellation or postponement if, in the case of the transfer of shares of the sanctioned entity, the penalty is imposed or the insolvency situation has been overcome.

CHAPTER V

Fatal violations

Article 277. Responsible subjects.

The natural and legal persons referred to in Article 271 are liable for very serious infringements, when they incur the actions or omissions that are typified in this chapter.

Article 278. Infringements for non-compliance with the activity reserve and the obligation to obtain required authorisations.

The following actions or omissions are very serious violations:

1. The exercise, not merely occasional or isolated, by the entities listed in Article 233.1.a) .1 and 2. or by the companies managing the investment guarantee funds of activities without authorisation or, in general, other than their subject matter social.

2. Failure to comply with the activity reserve provided for in Articles 144, 145, 146 and 147, as well as the performance by investment firms or by any natural or legal person of activities for which they are not authorised; and non-compliance by an investment firm or by its staff of the rules to be established under Articles 146 and 147.

3. Failure by the entities listed in Article 233.1.a) .1 and 2. of the related obligations, in each case, with the authorization, approval or non-opposition to their statutes, regulations, or any other subject matter the previous regime, provided for in this law, its implementing rules or the law of the European Union.

4. The establishment of an official secondary market, multilateral trading system or system of registration, clearing and settlement of securities or central counterparties without having obtained any of the authorisations required in the this law.

5. The non-compliance by the entities referred to in the sixth additional provision of the authorisation scheme provided for in that provision.

6. Obtaining the authorisation as an investment firm by means of false statements or by another irregular means.

Article 279. Breaches of the obligations required for the proper functioning of the primary stock market and the trading of financial instruments on secondary stock markets.

The following actions or omissions are very serious violations:

1. The placing of emissions referred to in Article 35 shall not comply with the requirement for intervention by authorised entity provided for in that provision, without complying with the basic conditions advertised, omitting relevant data or including inaccuracies, untruths or data that mislead the aforementioned advertising activity.

2. The provision of public tenders for sale or subscription or admission to trading without meeting the requirements of Articles 33.2, 36.1, 35, 76 or 77, the placing of the issue without complying with the basic conditions laid down in the prospectus, in the case that the document is to be drawn up, or the omission of relevant data or the inclusion of inaccuracies, falsehoods or data which mislead the document, where, in all of these cases, the amount of the offer or the admission, or the number of investors concerned, are significant.

3. The admission of financial instruments to trading on the official secondary markets by their collecting societies without the prior verification referred to in Article 76, as well as their suspension or exclusion from negotiation by agreement of the collecting societies with non-compliance with the provisions of Articles 80, 81 and 82.

4. Non-compliance, not merely occasional or isolated, by the entities listed in Article 233.1.a) .1 and 2. of the regulatory standards of such markets or systems, including their corresponding regulations, or their regulatory standards own activities.

5. The non-issue by the members of the official secondary markets or of the multilateral trading systems of the supporting documents of the operations referred to in Article 75.1.c, or the failure to deliver them to their clients, unless they have an occasional and isolated character, as well as the circumstance of not reflecting in their actual terms.

6. Non-compliance with the obligations laid down in Article 71.3 shall not apply.

Article 280. Infringements relating to the takeover bid.

The following actions or omissions are very serious violations:

1. Failure to comply with the obligations laid down in Articles 128 to 133 and 137 and in the rules laid down in accordance with the provisions of these Articles. In particular:

(a) Failure to comply with the obligation to present a public offering for the acquisition of securities; its presentation outside the maximum time limit established or with essential irregularities that prevent the National Market Commission from Values to have it presented or authorized; or the conduct of the public offering without proper authorization.

(b) The lack of publication or referral to the National Securities Market Commission of information and documentation to be published or sent to that Commission, as a result of actions that require the presentation of a public offering for the acquisition of securities, in the course of the same or after completion, where the information or documentation concerned is relevant, or the amount of the offer or the number of investors concerned is significant.

(c) The publication or provision of information or documentation relating to a public offering of acquisition by default of data or with the inclusion of inaccuracies, falsehoods or data that mislead, when the information or the documentation concerned is relevant, or the amount of the offer or the number of investors concerned is significant.

2. Failure to comply with the administrative and management bodies of the obligations laid down in Article 134 and in its regulatory development.

3. Failure to comply with the obligations laid down in Articles 82 and 135 and in their regulatory development.

Article 281. Infringements relating to the clearing and settlement systems and the registration of securities.

The following actions or omissions are very serious violations:

1. Failure by the members of the central counterparties to comply with their obligations in respect of the provision of guarantees where the non-compliance jeopardises the risk management of the central counterparties, except where such non-compliance is a consequence of the insolvency or contest situation of the same.

2. Failure by members of official secondary markets and members of multilateral trading systems to comply with the obligations referred to in Article 93.1 and Article 328.4 respectively or their inadequate performance coordination with central counterparties and their members, where such conduct is not merely occasional or isolated.

3. Failure by the central depositaries to comply with the obligations laid down in Article 115, where such conduct is not merely occasional or isolated.

4. Non-compliance by central securities depositaries and by participating entities in the systems of registration, of the rules on the registration of securities of Title I, Chapter II and Title IV, Chapter I, where damage occurs asset to a plurality of investors.

5. Non-compliance by official secondary markets, multilateral trading systems, central counterparties and central securities depositaries as well as their respective members and entities participants, of the obligations laid down in Article 116.1, where it is not a purely occasional or isolated non-compliance or when it seriously affects the functioning of the information system referred to in that Article.

6. The infringement of the prohibition laid down in Article 15.4 by the members of the official secondary markets, the multilateral trading systems and the entities in charge of the accounting records, as well as the conduct, on the part of the latter, from the accounting records corresponding to securities represented by notes with delay, inaccuracy or other substantial irregularity.

7. The non-compliance by the participating entities in the systems managed by central securities depositories or in other systems of clearing and settlement of official secondary markets or multilateral systems of negotiation of the rules governing their relations with the relevant central accounting records.

Article 282. Infringements for non-compliance with the transparency and integrity of the market obligations.

The following actions or omissions are very serious violations:

1. Failure to comply with the consolidation obligation referred to in Article 258.

2. The non-compliance by the entities referred to in Articles 118 to 122, 241 and 258 of the obligation to submit their annual accounts and individual and consolidated management reports to the review defined in Article 118 of the auditor; failure to comply with the obligations for the referral of the regulated information provided for in Articles 118 to 122, where there is an interest in concealment or gross negligence, taking into account the relevance of the communication and the delay in which it was incurred, as well as the supply to the National Commission of the Market of Securities of regulated financial information with inaccurate or non-truthful data, or misleading information or that omit relevant aspects or data.

3. Failure to observe the duty of information provided for in Articles 123, 125, 126 and 230.4 where there is an interest in concealment or gross negligence, taking into account the relevance of the unrealised communication and the delay in which it was incurred.

4. Do not publish the required information in breach of Article 431.1 to 3 or Article 451.1 of Regulation (EU) No 575/2013 of 26 June, as well as the publication of such information in an incomplete or inaccurate manner.

5. Failure to comply with the provisions of Article 231, where there is a significant change in the contribution.

6. Failure to comply with the obligations laid down in Article 227.1, where the volume of the resources or the securities or financial instruments used in the commission of the infringement is relevant or the offender has been aware information as a member of the administrative, management or supervisory bodies of the issuer, for the pursuit of his profession, job or duties, or must have been included in the records referred to in the Articles 229 and 230.

7. Failure by the issuers of securities to comply with the obligation laid down in Article 228, where the transparency and integrity of the market has been put at serious risk, the failure to comply with the requirements of the Commission National of the Securities Market formulated pursuant to Article 237, as well as the supply to the National Market Commission of inaccurate or non-truthful data values, or the contribution to the same of misleading information or that omits aspects or data relevant.

8. Failure to comply with the obligation to take the preventive measures laid down in Articles 227.3, 229 and 230, where such failure has taken place on the occasion of a specific operation of a privileged information of agreement as provided for in Article 226 thereof.

Article 283. Infringements for non-compliance with internal organisation measures and due prudential requirements.

The following actions or omissions are very serious violations:

1. The lack of investment firms, their consolidated groups or the financial conglomerates in which they are integrated in the accounts and registers legally required, with essential services or irregularities preventing them from being know the financial and financial situation of the entity, the consolidable group or the financial conglomerate to which they belong, or the nature of the operations in which they mediate or intervene.

2. To present the investment services companies, the consolidated groups of investment services companies and the financial conglomerates in which they are integrated, deficiencies in the administrative and accounting procedures; in the mechanisms internal control, including those relating to risk management; or in its organisational structure, where such deficiencies jeopardise the solvency or the viability of the institution or that of the consolidable group or financial conglomerate; belongs.

3. The lack of procedures, policies or measures referred to in Article 193; non-compliance, not merely occasional or isolated, of the corporate governance obligations and organisational requirements referred to in Article 185 or of the obligations relating to remuneration arising from Article 188; and the non-implementation of the general plan of viability provided for in Article 193.2.f).

4. The non-constitution of the nomination committee provided for in Article 186 or the remuneration committee in accordance with the terms of Article 188.

5. Non-compliance by investment firms, by other financial institutions, or by public bodies, of the obligations, limitations or prohibitions resulting from the provisions of Articles 83 and 84, or of the provisions or rules laid down in accordance with Articles 75 and 85 to 88, without prejudice to the provisions of Articles 286 to 287.

6. Failure by the entities listed in Article 233.1.a) .1 and 2. of the requirements of capital structure or level of own resources applicable to them, as provided for in this law, their implementing rules or the law of the European Union, failure to comply with the obligations under which they are to grant access to them, as provided for in this law, their implementing rules or European Union law, as well as non-compliance with exceptions or limitations (a) on their prices, tariffs or commissions to be applied to them by the National Market Commission Values.

7. The payment or distribution to holders of instruments that compute as own resources within the investment services undertaking where Article 196.6 or Articles 28, 51 or 63 of Regulation (EU) No 575/2013 are not complied with; 2013.

8. The reduction of the own resources of investment firms or of the consolidated group or financial conglomerate to which they belong, at a level of less than 80% of the minimum laid down in regulation in the light of the risks assumed, or below the same percentage of the own resources requirements required, if any, by the National Securities Market Commission to a particular company or group, remaining in this situation for at least six months consecutive.

9. To assume an exposure exceeding the limits laid down in Article 395 of Regulation (EU) No 575/2013 of 26 June 2013.

10. To assume an exposure to credit risk in a securitisation position that does not satisfy the conditions set out in Article 405 of Regulation (EU) No 575/2013 of 26 June 2013.

11. The lack of referral by investment services companies to the National Securities Market Commission for how much data or documents should be referred to it in accordance with this law and its implementing rules, with Regulation (EU) No 575/2013, of 26 June 2013, or the National Securities Market Commission requires in the exercise of its functions, or its remission with inaccurate, non-truthful or misleading data, where the assessment of the solvency of the entity or group is difficult consolidable or financial conglomerate in which it is integrated.

For the purposes of this paragraph, it shall also be understood as a lack of remission, the remission of the period provided for in the relevant rule or the time limit granted when making, where appropriate, the appropriate requirement.

In particular, the lack of remission or incomplete or inaccurate remission of:

is included in this section.

(a) The data referred to in Article 101 of Regulation (EU) No 575/2013 of 26 June 2013.

(b) Information on large exposures, in breach of Article 394 (1) of Regulation (EU) No 575/2013 of 26 June.

(c) Information on compliance with the obligation to maintain own resources as set out in Article 92 of Regulation (EU) No 575/2013 of 26 June 2013, in breach of Article 99.1 of the Regulation.

(d) Information on established liquidity requirements, as well as the non-compliance with Article 415 (1) and (2) of Regulation (EU) No 575/2013 of 26 June 2013.

e) Information on the leverage ratio, in breach of Article 430 (1) of Regulation (EU) No 575/2013 of 26 June 2013.

Article 284. Breaches of the obligation to provide information and protection to the investor.

The following actions or omissions are very serious violations:

1. The lack of measures or policies for the management of conflicts of interest or their non-occasional or isolated implementation by those who provide investment services or, where appropriate, by the financial groups or conglomerates in which the investment service undertakings, as well as non-compliance with the obligations laid down in Articles 208, 209 to 217 or the lack of registration of contracts covered by Article 218.

2. The lack of management policies and execution of client orders as well as their implementation, or their application without having obtained the prior consent of clients, when in these cases it is not occasional or isolated.

3. The absence of a customer service department or service.

Article 285. Infringements for failure to comply with the measures taken by the National Securities Market Commission in the exercise of its supervisory, inspection and control powers and for the reiteration of serious infringements.

The following actions or omissions are very serious violations:

1. Failure to refer to the National Securities Market Commission by the entities listed in Article 233.1.a) .1 and 2. no longer than the time limit laid down in the rules or granted by the latter, of any documents, data or information to be sent to the Commission the provisions of the law, its rules of development or the law of the European Union, or the National Securities Market Commission requiring in the performance of its duties, where the relevance of the information or the delay in which it is the assessment of their situation or activity has been seriously hampered, as well as the remission of incomplete information or with inaccurate or non-truthful data, where in these cases the incorrectness is relevant.

2. The non-referral, in a repeated manner, to the National Commission of the Market for Securities of Communications referred to in Article 89.

3. Failure to comply with the restrictions or limitations imposed by the National Securities Market Commission on the business, operations, or network of a particular investment firm or a consolidated group.

4. The non-adoption by an investment firm or a consolidated group, within the time and conditions set for the purpose by the National Securities Market Commission, of the measures required to strengthen or modify its internal control, accounting or valuation procedures, mechanisms or strategies for the holding of an appropriate organisational structure or resources, where their solvency or viability is put at risk.

5. The refusal or resistance to the supervisory or inspector performance of the National Securities Market Commission by the natural and legal persons referred to in Article 233, provided that it is an express and written request to the

6. The delegation by entities providing investment services of functions to third parties when this decreases the internal control or supervisory capacity of the National Securities Market Commission.

7. Failure to comply with the precautionary measures applied outside the exercise of the power of sanction agreed by the National Securities Market Commission and, in particular, those provided for in points (e), (g), (i), (j) and (k) of Article 234.2.

8. Failure to comply with specific policies which, in particular, have been required by the National Securities Market Commission for an investment firm or a consolidated group in the field of provisions, distribution of dividends, treatment of assets or reduction of the risk inherent in their activities, products or systems, where such non-compliance consists of not having adopted those policies within the time limit and conditions set for that purpose by the Commission National of the Securities Market and the non-compliance endanger the solvency or viability of the company of investment or group services.

9. The commission of serious infringements provided for in Chapter VI where, during the five years preceding its committee, the offender was imposed for the same type of infringement.

Article 286. Breaches of breaches of Regulation (EU) No 236/2012 of 14 March.

Without prejudice to the infringements provided for in this Chapter, the following breaches of Regulation (EU) No 236/2012 of 14 March 2012 on the following breaches of Regulation (EU) No 236/2012 are very serious infringements:

1. Failure to comply with the obligations laid down in Articles 5 to 8 of that Regulation without respecting the provisions of Article 9 of that Regulation, in the event that the delay in the communication is significant or that there has been a requirement on the part of the National Securities Market Commission, and the failure to comply with the duty to preserve information contained in that Article 9.

2. Failure to comply with the communication obligation referred to in Article 17.9 and 10 of the Regulation, where the delay in the communication or the number and volume of operations is significant; and the failure to comply with the obligation of communication contained in Article 17.11, where there has been a delay in the communication or there has been a requirement on the part of the National Securities Market Commission.

3. Short selling when the conditions described in Article 12 of the Regulation are not met, and at least one of the following conditions is present:

a) Short selling is not merely occasional or isolated.

b) Realization has a major impact on the price of the action.

c) The transaction has relative importance in respect of the volume traded in the value in the session in the multilateral market of orders.

d) Exist high volatility in the market or in particular value.

e) the operation increases the potential risk of settlement failure or delay.

4. The carrying out of transactions with sovereign credit default swaps where they are not permitted under Article 14 of the same Regulation, in a significant volume.

5. Failure to comply with the obligations contained in Articles 13, 15, 18 and 19 of the Regulation.

6. The conduct of operations which have been prohibited or limited by the National Securities Market Commission pursuant to Articles 20, 21 and 23 of the Regulation.

Article 287. Breaches of breaches of Regulation (EU) No 648/2012 of 4 July 2012.

Without prejudice to the infringements provided for in this Chapter, the following breaches of Regulation (EU) No 648/2012 of 4 July 2012 on the following breaches of Regulation (EU) No 648/2012 are very serious infringements:

(a) Non-compliance, where the solvency or viability of the offending person or his group is put at risk, of the obligations contained in Articles 11.1, 11.2, 11.3 and 11.4 and in Titles IV and V of the rules.

(b) Failure to comply with the obligations contained in Articles 4 and 10 of the Regulation, not merely occasional or isolated or with substantial irregularities.

c) Failure to comply with any of the obligations contained in Article 9 of the Regulation by the financial counterparties referred to in Article 2.8 of that Regulation and the counterparties central, not merely occasional or isolated or with substantial irregularities.

Article 288. Breaches of breaches of Regulation (EU) No 909/2014 of 23 July 2014.

Without prejudice to the infringements provided for in this Chapter, the following breaches of Regulation (EU) No 909/2014 of 23 July 2014 on the following breaches of Regulation (EU) No 909/2014 are very serious infringements:

1. On the part of central securities depositaries, as well as those holding management or management positions in such entities:

(a) The provision of the services provided for in Sections A, B and C of the Annex to the Regulation, in breach of Articles 16, 25 and 54 unless it is of a purely occasional or isolated nature.

(b) obtaining the authorisation provided for in Articles 16 and 54 by means of false declarations or any other unlawful means.

c) Non-compliance with the capital requirements set out in Article 47.1, where the solvency or viability of the offending entity or its group is put at risk.

(d) Non-compliance, not merely occasional or isolated, or with substantial irregularities, of the organisational requirements contained in Articles 26 to 30.

e) Non-compliance, not merely occasional or isolated, or with substantial irregularities, of the rules of conduct included in Articles 32 to 35.

(f) Failure to comply with the requirements to be met by the services provided, contained in Articles 37 to 41, where the integrity of the settlement or registration system is seriously compromised, or is impaired the interests of the participants or the holders of securities, or the values of the participants or their clients are seriously jeopardising.

g) Non-compliance with the prudential requirements contained in Articles 43 to 47, where the solvency or viability of the offending entity or its group is put at risk.

(h) Failure to comply with the requirements to be met by the links between central securities depositaries contained in Article 48, where the integrity and functioning of the system of securities is seriously compromised. settlement or registration.

i) Failure to grant access after having been required by the National Securities Market Commission pursuant to Articles 49 to 53.

2. On the part of the companies that are the official secondary markets, the contracting entities of multilateral trading systems, the central counterparties, the central securities depositaries and the entities that provide investment services, the non-compliance with their obligations in respect of discipline in the settlement referred to in Articles 6 and 7.

3. On the part of designated credit institutions, as well as those holding administrative or management positions in such entities:

(a) Non-compliance with the specific prudential requirements for credit risk contained in Article 59.3, where the solvency or viability of the offending entity or its group is put at risk.

(b) Non-compliance with the specific prudential requirements for liquidity risk contained in Article 59.4, where the solvency or viability of the offending entity or its group is put at risk.

Article 289. Infringements relating to credit rating agencies and to significant holdings.

The following actions or omissions are very serious violations:

1. Failure to comply with the obligations laid down in Article 5a of Regulation (EC) No 1060/2009 of 16 September 2009, not merely occasional or isolated.

2. The lack of referral by the credit rating agencies to the National Securities Market Commission of how much data or documents should be provided in accordance with this Law and Regulation (EC) No 1060/2009 of 16 September 2009, or it requires them in the exercise of the duties assigned to it by delegation or cooperation with other competent authorities, as well as the referral of information to the National Securities Market Commission with inaccurate data. where the assessment of the organisation or operation of the entity or the way of the organisation is made difficult exercise of their activities.

3. The acquisition of a significant controlling interest in breach of the provisions of Articles 48, 97 to 102, 103 to 110 and 174 to 180, as well as the fact that the holder of a significant holding incurs the alleged fact in the Article 180.1.

4. The execution of fraudulent acts or the use of natural or legal persons brought in with the aim of achieving a result whose direct obtaining would involve, at least, the commission of a serious infringement, as well as the intervention or performance of securities transactions involving simulation of the transfers of ownership of the same.

5. The performance of social operations without complying with the requirements laid down in Article 159.

CHAPTER VI

Severe and minor violations.

Article 290. Responsible subjects.

The natural and legal persons referred to in Article 271 are liable for serious infringements, when they incur the actions or omissions that are typified in this chapter.

Article 291. Infringements for non-compliance with the activity reserve and the obligation to obtain required authorisations.

The following actions or omissions are serious violations:

1. The appointment, by the entities listed in Article 233.1.a) 1º, 2nd and 6th, of administrators or directors general and assimilated, without the prior approval of the National Securities Market Commission or, where appropriate, of the Autonomous Community with competence in the field of markets at regional level.

2. The lack of communication, deposit or publication as a relevant fact referred to in article 531.3 of the recast text of the Law of Capital Societies, approved by the Royal Legislative Decree 2/2010, of 2 July. This infringement shall be jointly and severally imposed on any of the members of the Covenant.

3. The misuse of the names referred to in Article 144.2.

4. The performance, on an occasional or isolated basis, by persons providing investment services, of activities for which they are not authorised.

5. The effective administration or management of the entities referred to in the 1st, 2nd, 3rd and 5th of Article 233.1.a) by persons who do not exercise the right of such a charge.

6. The performance by investment firms, or other authorised entities, of transactions in an official secondary market or multilateral trading system of securities or other financial instruments, which have not been obtained by authorisations required in this Act.

Article 292. Breaches of the obligations required for the proper functioning of the primary stock market and the trading of financial instruments on secondary stock markets.

The following actions or omissions are serious violations:

1. The non-compliance by the collecting societies of the official secondary markets of the requirements formulated by the National Securities Market Commission pursuant to Articles 80 and 81.

2. Unjustified refusal, or unjustified and repeated delays, in the transmission and execution of orders for subscription, purchase or sale of securities, in an official secondary market or multilateral trading system, received by persons legally entitled to exercise such activities.

3. Failure to communicate information to the decision-making bodies of official secondary markets or multilateral trading systems, in cases where such communication is required under this Law, as well as non-compliance of the disclosure and public provision obligations contained in Articles 118 to 123, where they do not constitute very serious infringements in accordance with the previous chapter.

4. The carrying out of advertising with infringement of Article 240 or its implementing rules.

5. The carrying out of public offers for sale or subscription or admission to trading without meeting the requirements of Articles 33.2, 34, 36.1 or 76, the placement of the issue without complying with the basic conditions laid down in the prospectus, in case that such a document should be drawn up, or the omission of relevant data or the inclusion of inaccuracies, falsehoods or data that mislead the document, where, in all of these cases, it is not considered to be a very serious infringement.

6. The placing of emissions referred to in Article 35 (1) and (2) without complying with the requirement for intervention by an authorised entity provided for in that provision, without complying with the basic conditions advertised or the omission of data relevant or the inclusion of inaccuracies, untruths or data that mislead the aforementioned advertising activity, where, in all of these assumptions, the amount of the issue or the number of investors concerned is not significant.

7. Non-compliance by issuing institutions with securities admitted to trading on the secondary markets of securities of their obligations with respect to the system of registration of such securities.

8. Failure to comply with the obligations laid down in Article 71.3 where they do not constitute a very serious infringement.

9. The lack of inclusion in the management report of the listed companies of the information required by Article 262 recused text of the Capital Companies Act, approved by the Royal Legislative Decree 1/2010, of July 2 or the existence of omissions or false or misleading data.

10. The improvement by investment firms of the investment services of the limits provided for the major risks, where they have not been produced in a way that has occurred but by actions or decisions taken by the institution itself.

11. Non-compliance by members of multilateral trading systems, issuers of financial instruments admitted to such systems, registered advisors and any other participating entities in those of the rules provided for in the Title X, its development provisions or its operating regulations, where such non-compliance would not be regarded as a very serious infringement under the previous chapter.

Article 293. Infringements relating to the takeover bid.

The following actions or omissions are serious violations:

1. The lack of publication or referral to the National Commission of the Market of Securities of Information and Documentation to be published or to be sent to it, as a consequence of actions that require the presentation of a public offer of the acquisition of securities, in the course of the same or after completion, where it is not a very serious infringement.

2. The publication or provision of information or documentation relating to a public procurement offer with data omission or including inaccuracies, falsehoods or data that mislead, if not a very serious infringement.

Article 294. Infringements relating to the clearing and settlement systems and the registration of securities.

The following actions or omissions are serious violations:

1. Non-compliance by central securities depositaries and by the participating entities in the registration systems of the securities registration rules of Chapter II of Title I and Chapter VI of Title IV, where it does not constitute a very serious infringement.

2. Failure by the members of the central counterparties to fulfil their obligations in respect of the provision of guarantees where it does not constitute a very serious infringement, except where such non-compliance is a consequence of the the insolvency or contest situation of the same.

3. Failure by members of official secondary markets and members of multilateral trading systems to comply with the obligations referred to in Articles 93 and 328.4 respectively or their inadequate coordination with central counterparties and their members, where such conduct has a purely occasional or an isolated character.

4. Non-compliance by official secondary markets, multilateral trading systems, central counterparties, their respective members and the participating entities of central counterparties of the central counterparties of the European Union. securities, of the obligations laid down in Article 116.1, where this is not a very serious infringement.

5. Non-compliance by the central securities depositaries of the obligations laid down in Articles 114 to 116 where it does not constitute a very serious infringement.

Article 295. Infringements for non-compliance with the transparency and integrity of the market obligations.

The following actions or omissions are serious violations:

1. Non-compliance by the entities covered by Articles 241 and 258 of the rules in force on the accounting of transactions, the formulation of accounts or the manner in which the books and records are to be carried, as well as of the rules on consolidation, unless it constitutes a very serious infringement.

2. The perception by those who provide investment services of commissions in excess of the limits in their case established or without having met the requirement of prior publication and communication of the tariffs in the event that this results mandatory.

3. The non-existence of the website provided for in Article 539.2 of the recast text of the Capital Companies Act, approved by the Royal Legislative Decree 1/2010 of 2 July, or the lack of publication in the same of the information indicated in that Article and Article 228.5 or its implementing rules.

4. Failure to comply with Article 231, where it does not constitute a very serious infringement.

5. Failure to comply with the obligations laid down in Articles 226 to 228, where it does not constitute a very serious infringement

6. Failure to comply with the obligation to communicate to the National Securities Market Commission suspected of constituting market abuse, as set out in Article 232.

7. The adoption of the measures provided for in Articles 227.3, 229 and 230 is insufficient.

Article 296. Infringements for non-compliance with internal organisation measures and due prudential requirements.

The following actions or omissions are serious violations:

1. The lack of preparation or publication of the annual corporate governance report or of the annual report on remuneration of the directors referred to, respectively, Articles 540 and 541 of the recast of the Companies Act Capital, approved by Royal Legislative Decree 1/2010, of 2 July, and the additional seventh provision of this law, or the existence in such reports of omissions or false or misleading data; failure to comply with the obligations established in the Articles 512 to 517, 525.2, 526, 528, 529, 530, 531, 532, 533, 534, 538, 539, 540 and 541 of that law; institutions issuing securities admitted to trading on official secondary markets of an audit committee and a commission of appointments and remuneration in accordance with the terms laid down in Articles 529 quaterdecies and quinbles of the referred to in Article 5 (2) of the Treaty on the European Parliament and of the Council of the European Parliament and of the Council of the European Parliament and of the Council of the European Parliament and of the Council of the European Parliament

of the Council

2. To present the investment services companies, the consolidated groups of investment services companies and the financial conglomerates in which they are integrated, deficiencies in the administrative and accounting procedures; in the mechanisms internal control, including those relating to the management of risks; or in its organisational structure, after the period granted for the purpose of its under-healing by the competent authorities has elapsed, provided that this does not constitute a very serious infringement.

3. Non-compliance by those other than undertakings in investment services, financial institutions or public authorities, of the obligations, limitations or prohibitions resulting from the provisions of Article 83 and 84 or of the provisions or rules laid down in accordance with Articles 75 and 85 to 88, without prejudice to the provisions of Articles 286 to 288.

4. It is carried out by the entities referred to in Article 241 of the compulsory records and records with a delay of more than four months.

5. Occasional or isolated non-observance by those who provide investment services of the obligations for the selection and evaluation of the members of the Management Board, Directors-General and Assimilated Persons, as provided for in Article 183; the corporate governance obligations provided for in Article 185 and the organisational requirements laid down in Article 193, as well as the remuneration obligations laid down in Article 188 or the occasional or isolated non-observance by who provide investment services for the obligations, rules and limitations provided for in the Articles 195, 208, 209 to 216, 218, 220 and 221 to 224.

6. The malfunction of the department or customer service.

7. The non-compliance merely occasional or isolated from the obligation to keep the general viability plan referred to in Article 193.2.f up to date)

8. Non-compliance by the investment services companies of the rules that are issued under the provisions of Article 190.1.b).

9. Failure to comply with the obligation to make public the information referred to in Article 191 and Article 192, as well as the publication of such information with omissions or false, misleading or non-truthful data.

10. The investment firms or the consolidated group or financial conglomerate shall incur as a result of insufficient coverage of the minimum own resources requirements, established or required, where appropriate, by the National Securities Market Commission to a particular company or group, remaining in such a situation for a period of at least six months, provided that this does not constitute a very serious infringement in accordance with the provisions of the previous chapter.

11. Failure to comply with specific policies which, in particular, have been required by the National Securities Market Commission for an investment firm or a consolidated group in the field of provisions, distribution of dividends, treatment of assets or reduction of the risk inherent in their activities, products or systems, where such policies have not been adopted within the time limit set for that purpose by the National Securities and Exchange Commission non-compliance is not a very serious infringement in accordance with the provisions of Article 279.

Article 297. Infringements for failure to comply with the measures taken by the National Securities Market Commission in the exercise of its supervisory, inspection and control powers and for the reiteration of serious infringements.

The following actions or omissions are serious violations:

1. The non-referral to the National Securities Market Commission of the communications referred to in Article 89 where it does not constitute a very serious infringement, or the repeated communication of operations in a defective manner.

2. The commission of minor offences provided for in Chapter VI where the offender has been subject to a penalty for the same type of infringement during the two years preceding his commission.

Article 298. Breaches of breaches of European Union Regulations.

Without prejudice to the violations provided for in this chapter, the following actions or omissions are serious violations:

1. The following breaches of Regulation (EU) No 236/2012 of 14 March 2012:

(a) Failure to comply with the communication and publication obligations contained in Article 9 of the Regulation, and those contained in Article 17 of the Regulation, where they do not constitute very serious infringements.

(b) The conduct described in paragraphs 1 to 4 of Article 286, where they do not constitute very serious infringements.

2. The following breaches of Regulation (EU) No 648/2012 of 4 July 2012:

(a) Failure to comply with the obligations referred to in Article 287 where they do not constitute a very serious infringement.

(b) Non-compliance on a non-purely occasional or isolated basis or with substantial irregularities, of any of the obligations contained in Article 9 of the Regulation by non-financial counterparties to which it is refers to Article 2.9 of that Regulation.

3. Failure to comply with the obligations referred to in Article 288.1.a (a) to (h), except point (b), by the central securities depositaries as well as by the central securities depositaries of the securities constitute a very serious infringement.

4. The failure to comply with, by designated credit institutions, as well as those who have administrative or management positions in those entities with the requirements referred to in Article 288.3.a) and b), where it does not constitute a very serious infringement severe.

Article 299. Infringements relating to credit rating agencies and to significant holdings.

The following actions or omissions are serious violations:

1. The acquisition of a holding as described in Article 175.1 without having communicated it to the National Securities Market Commission, the failure to comply with the obligations laid down in 181, as well as the increase or reduction of a significant participation, in breach of the provisions of Articles 48.1, 99, 103 to 110 and 179.1.

2. The non-compliance provided for in Article 278.1 and in Article 279 (4), (6) and (7), where they are occasional or isolated.

Article 300 Minor infractions.

1. They constitute minor infringements of the entities and persons referred to in Article 271, those infringements of the provisions of compulsory observance falling within the rules of management and discipline of the market of securities which do not constitute serious or very serious infringement as provided for in Articles 277 to 299.

2. In particular they are minor infractions:

(a) The lack of referral to the National Securities Market Commission, within the time limit laid down in the rules or granted by it, of how many documents, data or information should be referred to it under the provisions of this law or requires in the performance of his duties and pursuant to Regulation (EC) No 1060/2009 of 16 September in the exercise of the duties assigned to him by delegation or cooperation with other competent authorities, as well as Lack of the duty to cooperate with the supervisory actions of the National Market Commission Securities, including non-appearance in a summons for the taking of the statement, where these conduct do not constitute a serious or very serious infringement as provided for in Articles 277 to 299.

(b) The singular non-compliance within the framework of a customer relationship of the rules of conduct provided for in Chapter I of Title VII.

(c) Failure to comply with the obligation contained in Article 8d of Regulation (EC) No 1060/2009 of 16 September 2009 to record, where appropriate, the non-designation of at least one rating agency credit with a share of less than 10 percent of the total market.

3. They constitute minor infringements in relation to Regulation (EU) No 648/2012 of 4 July 2012, the lack of a referral to the National Securities Market Commission of how many documents, data or information are to be sent to the Commission. exercise of the duties assigned to it by delegation or cooperation with other competent authorities, as well as the duty to cooperate with the supervisory actions of the National Securities Market Commission, including failure to appear in a summons for the taking of the statement, when these conduct are not constitute a serious or very serious infringement in accordance with the provisions of the foregoing Articles.

The non-compliance with the obligations arising from Regulation (EU) No 236/2012 of 14 March 2012 and Regulation (EU) No 648/2012 of 4 July 2012 of 4 July 2012 shall also be considered as minor infringements. constitute a serious or very serious infringement in accordance with the provisions of the preceding paragraphs.

CHAPTER VII

Prescribing the violations

Article 301. Limitation of the infringements.

1. Very serious and serious infractions will be prescribed at five years of age and mild to two years.

2. The limitation period for infringements shall begin to be counted from the day on which the infringement was committed. In the case of infringements resulting from continued activity, the initial date of the calculation shall be the date of completion of the activity or of the last act with which the infringement is consumed.

3. The limitation period shall be interrupted by the initiation, with the knowledge of the person concerned, of the sanctioning procedure, the limitation period being resumed if the sanctioning file remained paralyzed for three months for reasons not attributable to those against whom you are addressing.

CHAPTER VIII

Sanctions

Article 302. Penalties for very serious infringements.

For the commission of very serious infringements one or more of the following penalties shall be imposed on the infringer:

1. Fine for up to the maximum of the following amounts:

-the five-fold of the gross profit obtained as a result of the acts or omissions in which the infringement consists,

-5 percent of the infringing entity's own resources,

-5 percent of total funds, own or foreign, used in the breach, or

-600,000 euros.

In the case of investment firm undertakings which fail to comply with the rules contained in Regulation (EU) No 575/2013 of 26 June or which commit the very serious infringements referred to in Article 275.4.a), the fine to be imposed shall be in the amount of up to the maximum of the following amounts:

-the five-fold of the gross profit obtained as a result of the acts or omissions in which the infringement consists;

-10% of total annual net turnover, including gross income from interest receivable and assimilated income, income from shares and other fixed or variable income securities, and commissions or corretages to be charged, in accordance with Article 316 of Regulation (EU) No 575/2013 of 26 June, which was carried out by the undertaking in the previous financial year,

-the infringing entity's own resources,

-5 percent of total funds, own or foreign, used in the breach, or

-€ 10,000,000.

If the company referred to in this paragraph is a subsidiary, the relevant gross proceeds shall be the gross proceeds resulting from the consolidated accounts of the parent undertaking of which it is subject in the previous financial year.

In the case of central securities depositaries and designated credit institutions referred to in Article 54.2.b) of Regulation (EU) No 909/2014 of 23 July 2014, which commit the very serious infringements to (a) as referred to in Article 288.1 and (3), the fine to be imposed shall be at least twice the amount of gross profit obtained as a result of the acts or omissions in which the infringement consists, if it can be determined, and maximum, up to the maximum of the following quantities:

-the five-fold of the gross profit obtained as a result of the acts or omissions in which the infringement consists,

-ten percent of the total annual turnover of the offending entity, according to the latest available accounts approved by the management body,

-five percent of the total funds, own or foreign, used in the breach, or

-EUR 20,000,000.

If the offending entity is a parent or subsidiary of the parent undertaking that has to draw up consolidated financial statements, the total annual turnover applicable shall be the one in the last financial statements Available consolidated.

In the event of breaches of the obligations contained in Articles 118 to 126, which constitute a very serious infringement, the fine to be imposed shall be:

i) In the case of legal persons, it shall be in the amount of up to the maximum of the following amounts:

-€ 10,000,000 or five per cent of its total annual turnover, according to the latest approved annual accounts available. If the legal person is a parent undertaking, or a subsidiary of a parent undertaking, which has to establish consolidated financial accounts in accordance with the business rules, the total turnover to be taken into account shall be the volume of the total annual business or the corresponding revenue type, in accordance with the applicable accounting rules, according to the most recent annual consolidated account available, approved by the ultimate parent undertaking.

-Double the amount of profits earned or lost losses due to non-compliance, in case they can be determined.

(ii) In the case of natural persons, it shall be the amount of up to the maximum of the following amounts: EUR 2,000,000, or twice the amount of the profits made or the losses avoided due to non-compliance, in case that they can be determined.

2. Suspension or limitation of the type or volume of the operations or activities that the infringer may perform on the stock markets for a period not exceeding five years.

3. Suspension of the status of an official secondary market member or of the relevant multilateral trading system for a period not exceeding five years.

4. Exclusion from trading of a financial instrument in a secondary market or in a multilateral trading system.

5. Revocation of the authorization in the case of investment firms, Public Debt Market Managers or other entities registered in the records of the National Securities Market Commission. In the case of investment firms authorised in another Member State of the European Union, this revocation penalty shall be replaced by the prohibition on the initiation of new operations in the Spanish territory.

6. Suspension in the exercise of the office or address of the infringer in a financial institution for a period not exceeding five years.

7. Separation from the management or management position of the infringer in a financial institution, with disablement to exercise management or management positions in the same entity for a period not exceeding five years.

8. Separation from the management or management office of the infringer in any financial institution, with a disqualification to pursue administration or management positions in any other entity than those provided for in Article 233.1.a); and 233.c) .2nd, 4th and 5th for no longer than ten years.

In the case of the infringement provided for in Article 282.8, the penalty laid down in paragraph 1 of this Article shall be imposed in any event, without the fine being less than EUR 30,000 and, in addition, one of the penalties provided for in paragraphs 2, 3 or 5 of this Article, as appropriate by the condition of the offender.

In addition, in the case of non-compliance with the activity reserve provided for in Article 278.2, the offender shall be subject to the penalty referred to in paragraph 1 of this Article, in the case of gross profit, income obtained by the infringer in the development of the reserved activity, without the fine being less than EUR 600,000.

In the event that an investment firm acquires a stake despite opposition from the National Securities Market Commission, regardless of any other sanction that may be imposed, it will be available. either the suspension of the exercise of the corresponding voting rights or the nullity of the votes cast or the possibility of cancelling them.

In the case of offences committed by the persons referred to in Article 233.1.b), the penalties shall be imposed in accordance with Article 275, without prejudice to the capacity of other authorities. competent authorities of the European Union to impose sanctions in accordance with the provisions of Regulation (EC) No 1060/2009 of 16 September.

Article 303. Penalties for serious infringements.

For the commission of serious infringements one or more of the following penalties shall be imposed on the infringer:

1. Fine for up to the highest of the following figures:

-double the gross profit obtained as a result of the acts or omissions in which the infringement consists,

-2 percent of the infringing entity's own resources,

-2 percent of total funds, own or foreign, used in the breach, or

-300,000 euros.

In the case of investment firms that fail to comply with the rules contained in Regulation (EU) No 575/2013 of 26 June, or which commit the serious infringements referred to in Article 275.4.a), the fine shall be imposing shall be the amount of up to the largest of the following figures:

-double the gross profit obtained as a result of the acts or omissions in which the infringement consists,

-5% of total annual net turnover, including gross income from interest receivable and assimilated income, income from shares and other fixed or variable income securities, and commissions or corretages to be charged, in accordance with Article 316 of Regulation (EU) No 575/2013 of 26 June, which was carried out by the undertaking in the previous financial year,

-2 percent of total funds, own or foreign, used in the breach, or

-5,000,000 euros.

If the company referred to in this paragraph is a subsidiary of a parent undertaking, the gross proceeds shall be the gross proceeds resulting from the consolidated accounts of the parent undertaking in the previous financial year.

In the case of central securities depositaries and designated credit institutions referred to in Article 54.2.b) of Regulation (EU) No 909/2014 of 23 July 2014, which commit serious infringements to the (a) the fine to be imposed shall be at least twice the amount of gross profit obtained as a result of the acts or omissions in which the infringement consists, in the event that it can be determined, and as maximum, up to the maximum of the following quantities:

-double the profit obtained as a result of the acts or omissions in which the infringement consists,

-five percent of the total annual turnover of the offending entity, according to the latest available accounts approved by the management body,

-two percent of the total funds, own or foreign, used in the breach, or

-€ 10,000,000.

If the offending entity is a parent or subsidiary of the parent undertaking that has to draw up consolidated financial statements, the total annual turnover applicable shall be the one in the last financial statements Available consolidated.

2. Suspension or limitation of the type or volume of the operations or activities that the infringer may perform on the stock markets for a period not exceeding one year.

3. Suspension of the status of an official secondary market member or of the relevant multilateral trading system for a period not exceeding one year.

4. Suspension for a period of not more than one year in the year of the administration or management office of the infringer in a financial institution.

In the case of the infringement provided for in Article 295.5, in relation to the failure to comply with the obligations laid down in Article 227, the penalty laid down in paragraph 1 of this Article shall be imposed in any event and, in addition, one of the penalties provided for in paragraphs 2 or 3, without the fine which, where applicable, is imposed, may be less than EUR 12 000.

The commission of the infringement provided for in Article 296.9 shall in any event lead to the cancellation of the registration of the representative or proxy in the records of the National Securities Market Commission.

In the event that an investment firm acquires a significant stake despite the opposition of the National Securities Market Commission, regardless of any other sanctions that may be imposed, the suspension of the exercise of the corresponding voting rights shall be either suspended, or the nullity of the votes cast or the possibility of cancelling them.

Article 304. Advertisement of the sanctions.

The sanctions for very serious and serious violations will be published in the "Official State Gazette" once they are firm on the administrative path.

Article 305. Penalties for minor infractions.

1. For the commission of minor infractions the penalty of fine will be imposed to the offender for the amount of up to 30,000 euros.

2. In the case of offences committed by the persons referred to in Article 233.1.b), the penalties shall be imposed in accordance with Articles 274 to 276 of this Law, without prejudice to the capacity of other authorities. competent authorities of the European Union to impose sanctions in accordance with the provisions of Regulation (EC) No 1060/2009 of 16 September.

Article 306. Supplemental penalty for very serious violations to those who exercise management or management positions.

In addition to the appropriate sanction to be imposed on the infringer by the commission of very serious infractions, when the offender is a legal person, one or more of the following sanctions may be imposed on those who, exercising administration or address in the same, be responsible for the violation:

1. Fine for up to EUR 400,000.

In the case of investment firms which fail to comply with the rules contained in Regulation (EU) No 575/2013 of 26 June or which commit the very serious infringements referred to in Article 275.4.a), the fine shall be impose, in the amount of up to EUR 5,000,000.

In the case of central securities depositaries and designated credit institutions referred to in Article 54.2.b) of Regulation (EU) No 909/2014 of 23 July 2014, which commit the very serious infringements to Article 288.1 and 3 of the fine to be imposed shall be the amount of up to EUR 5,000,000.

2. Suspension in the exercise of the office or address of the infringer in the entity for a term of not more than three years.

3. Separation from the disablement charge to exercise management or management positions in the same entity for a period not exceeding five years.

4. Separation from the disablement charge to exercise management or management positions in any entity as provided for in Article 233.1.a) or in a credit institution for a term of not more than ten years.

5. Public admonition in the "Official State Gazette" of the identity of the offender and the nature of the infringement or private admonition.

In the case of the infringement provided for in Article 282.6, the penalty referred to in paragraph 1 shall be imposed in any event, without the penalty being less than EUR 30,000.

Article 307. Supplementary penalty for serious infringements to those who exercise management or management positions.

In addition to the appropriate sanction to be imposed on the infringer by the commission of serious infringements, where the offender is a legal person, one or more of the following sanctions may be imposed on those who, exercising administration or address in the same, be responsible for the violation:

1. Fine for up to EUR 250,000.

In the case of investment firms that fail to comply with the rules contained in Regulation (EU) No 575/2013 of 26 June, or which commit the serious infringements referred to in Article 275.4.a), the fine shall be impose the amount of up to EUR 2,500,000.

In the case of central securities depositaries and designated credit institutions referred to in Article 54.2.b) of Regulation (EU) No 909/2014 of 23 July 2014, which commit serious infringements to the Article 298.3 and 4, the fine to be imposed shall be the amount of up to EUR 2,500,000.

2. Suspension in the exercise of any administration or management charge that the infringer occupies in the entity for a term of not more than one year.

3. Public admonition in the "Official State Gazette" of the identity of the offender and the nature of the infringement or private admonition.

In the case of the infringement provided for in Article 295.5, in relation to the failure to comply with the obligations laid down in Article 227, the penalty laid down in paragraph 1 shall be imposed in any event, without the fine being be less than EUR 12,000.

Article 308. Publicity of the additional sanctions.

The penalties imposed in accordance with Articles 306 and 307 shall be published in the "Official State Gazette" once they are firm on the administrative basis.

Article 309. Penalties for infringements relating to obligations of the consolidable groups of investment firms and financial conglomerates.

1. Where the offences referred to in Articles 289 to 300 relate to the obligations of the consolidable groups of investment firms, the required entity shall be punished and, if applicable, its administrators and managers.

2. In addition, where such infringements relate to the obligations of financial conglomerates, the penalty measures provided for in this law shall apply to the obligor when it is an investment firm or a company. mixed financial portfolio, provided that in the latter case it is for the National Securities Market Commission to carry out the function of the coordinator of the additional supervision of that financial conglomerate. The aforementioned sanctioning measures may be extended, if appropriate, to the administrators and managers of the required entity.

Article 310. Determining criteria for penalties.

1. The penalties applicable in each case for the commission of very serious, serious or minor infringements shall be determined in accordance with the criteria set out in Article 29.3 of Law 40/2015 of 1 October 2015 and the following:

a) The nature and entity of the violation.

(b) The degree of responsibility of the natural or legal person responsible for the infringement.

(c) The financial soundness of the natural or legal person responsible for the infringement reflected, among other objectivable elements, in the total turnover of the responsible legal person or the annual revenue of the physical person.

d) The severity and temporary persistence of the hazard or the damage caused.

e) Losses caused to third parties by the breach.

(f) The gains obtained or, where appropriate, the losses avoided as a result of the acts or omissions constituting the infringement, to the extent that they can be determined.

g) The unfavorable consequences of the facts for the financial system or the national economy.

h) The circumstance of having proceeded to the underhealing of the infringement on its own initiative.

i) Repair of damages caused.

j) Collaboration with the National Securities Market Commission, provided that the natural or legal person has provided relevant elements or data for the clarification of the facts investigated, without prejudice to the need to ensure the return of the profits made or the losses avoided by it.

k) In the case of insufficient own resources, the objective difficulties that may have been encountered in order to achieve or maintain the legally required level.

l) The entity's previous conduct in relation to the rules of management and discipline affecting it, taking into account the firm sanctions that would have been imposed on it, over the last five years.

2. In order to determine the penalty applicable to those provided for in Articles 306 and 307, the following circumstances shall also be taken into account:

(a) The degree of responsibility in the facts that the data subject concurs.

b) the prior conduct of the person concerned, in the same or another entity, in relation to the rules of organisation and discipline, taking into consideration the effect of the firm sanctions imposed on him during the last years; five years.

c) The character of the representation that the interested person has.

Article 311. Intervention or replacement measures.

1. It shall apply to the entities listed in Article 233.1.a) .1 to 6 the provisions for credit institutions in Article 106 and Title III, Chapter V of Law 10/2014 of 26 June. The competence to agree the intervention or replacement measures shall be the responsibility of the National Securities Market Commission.

2. The resolutions of the National Securities Market Commission that end the procedure will be subject to appeal to the Minister of Economy and Competitiveness.

Article 312. Requirement for the suspected person responsible for minor infractions.

1. In the case of conduct typified as minor infractions as provided for in Article 300.2.b), the National Securities Market Commission, before the opening of the sanctioning file may, motivating the non-involvement of the conduct significantly to the public interests protected by this law, requiring the alleged person responsible to within 30 days:

a) Adopt appropriate measures to prevent the continuity or reiteration of the conduct,

(b) indemnify, if any, the property damage caused by its conduct to investors when they are identifiable, and

c) justify the complete compliance with the provisions of the previous two paragraphs.

2. The duly notified requirement shall interrupt the limitation period for the infringement, re-starting on the day following the expiry of the time limit set out in the requirement itself.

3. The compliance and accreditation of the requirement in the requirement will be assessed by the National Securities Market Commission for the purposes of considering the objectives of the supervision to be fully satisfied.

Article 313. Information and notification of administrative infringements and penalties.

1. The National Securities Market Commission shall provide the European Securities and Markets Authority with aggregate information on infringements committed for failure to comply with the obligations of this law, as well as penalties each year. imposed.

2. In the event that an administrative measure or a sanction has been publicly disclosed, the National Securities Market Commission shall simultaneously notify that fact to the European Securities and Markets Authority.

3. In addition, subject to the requirements of professional secrecy, the National Securities Market Commission shall notify the European Banking Authority of all administrative penalties imposed on investment firms holding the an institution's consideration for the purposes of the definition referred to in Article 4.1 (3) of Regulation (EU) No 575/2013 of 26 June.

TITLE IX

Tax Regime for Securities Operations

Article 314. Exemption from Value Added Tax and Tax on Proprietary Transmissions and Legal Acts.

1. The transfer of securities, whether admitted or not to be traded on an official secondary market, shall be exempt from the Value Added Tax and the Tax on Proprietary Transmissions and Legal Acts.

2. Transfers of securities not admitted to trading on an official secondary market made on the secondary market shall be exempted from the provisions of the preceding paragraph and shall be taxed in the tax to which they are subject as transmissions. (a) the payment of taxes which would have taxed the transfer of the immovable property of the entities to which they represent such securities.

Without prejudice to the provisions of the preceding paragraph, the following shall be understood, with the exception of proof to the contrary, that the tax on the transfer of immovable property is to be circumvented in the following cases:

(a) Where the control of an entity whose asset consists of at least 50 percent of real estate located in Spain that is not affected by business or professional activities is obtained, or when, once it has been obtained control, increase the share of participation in it.

(b) Where the control of an entity in whose asset securities is included is obtained that allows it to exercise control in another entity whose asset is at least 50 percent of the assets located in Spain that are not affect business or professional activities, or where, once such control has been obtained, increase the share of participation in it.

(c) Where the securities transmitted have been received by the contributions of immovable property made on the occasion of the formation of companies or the extension of their share capital, provided that such assets are not affected by business or professional activities and that between the date of the transfer and the date of transmission, a period of three years would not have elapsed.

3. In cases where the transfer of securities is subject to the above taxes, as provided for in paragraph 2 above, the following rules shall apply:

1. To perform the calculation of the asset, the net accounting values of all the goods accounted for shall be replaced by their respective actual values as determined by the date on which the transfer or acquisition takes place. For these purposes, the taxable person shall be obliged to form an inventory of the asset on that date and to provide it with the tax administration at the latter's request.

2. In the case of commercial companies, such control shall be understood when directly or indirectly a share in the share capital of more than 50% is reached. For these purposes, the securities of other entities belonging to the same group of companies shall also be counted as the acquirer's share.

3. In cases of transfer of securities to the holding company itself for its subsequent depreciation, tax purposes shall be understood as taking place in the case of circumvention as defined in points (a) or (b) of the previous paragraph. In this case, the shareholder who, as a result of those transactions, obtains control of the company, will be taxable in the terms indicated above.

4. In the transfer of securities which, in accordance with paragraph 2, are subject to the Value Added Tax and not exempt, which shall be considered for the supply of goods for the purposes of the tax, the tax base shall be determined in proportion to the market value of the goods to be computed as buildings. In this respect, in the cases referred to in paragraph 2 (c), the taxable amount of the tax shall be the proportional share of the market value of the buildings which were provided on the day corresponding to the shares or units transmitted.

5. In the transmission of securities which, in accordance with the provisions of paragraph 2, are to be taxed in the form of onerous transfers of the Tax on Proprietary Transmissions and Legal Acts, for the practice of settlement, the elements of that tax shall be applied to the proportional share of the real value of the buildings, calculated in accordance with the rules contained in its rules. To this end, it will be taken as a tax base:

-In the cases referred to in paragraph 2 (a), the proportional share of the actual value of all the items in the asset which, for the purposes of the application of this provision, are to be computed as immovable; corresponds to the total percentage of participation that is taken at the time of the acquisition of the control or, once obtained, onerous or gainfully, said control, to the percentage in which the participation fee increases.

-In the cases referred to in paragraph 2 (b), in order to determine the taxable amount, only the buildings of those whose assets are at least 50% of the assets of which are not affected shall be taken into account business or professional activities.

-In the cases referred to in paragraph 2 (c), the proportional share of the real value of the real estate that was contributed on its day corresponding to the shares or shares transmitted.

Article 315. Obligation of communication to the Tax Administration.

1. Securities issuing institutions, securities companies and agencies and other financial intermediaries are required to communicate to the tax authorities any issue, subscription and transfer of securities in which they are have intervened. This communication shall involve the submission of nominal relationships of buyers and sellers, class and number of the values transmitted, purchase or sale prices, date of transmission and tax identification number of the acquirer and (a) the time limits and the manner in which it is determined.

2. For the purposes set out in the preceding paragraph, the person who intends to acquire or transmit securities shall, at the time of the corresponding order, communicate his/her tax identification number to the respective issuing institution and financial intermediaries, which shall not comply with that obligation.

Article 316. Tax exemptions.

The National Securities Market Commission will enjoy the same tax exemptions that the Bank of Spain will attribute to the current legislation.

TITLE X

Other trading systems: multilateral trading systems and systematic internalization

CHAPTER I

Multilateral Trading Systems

Article 317. Definition.

It will have the consideration of a multilateral system of negotiation every system, operated by a contracting entity of those referred to in article 319 that allows to gather, within the system and according to its non-discretionary norms, the various buying and selling interest on multiple third party financial instruments to give rise to contracts, in accordance with the provisions of this Act.

Article 318. Creation.

1. The creation of multilateral trading systems shall be free, subject to prior verification and supervision by the National Securities Market Commission.

2. In particular, the National Securities Market Commission shall verify that the governing body complies with the provisions of this Chapter and has the corresponding authorisation in accordance with Article 149 to 153 and that the entity has expired. authorisation and refusal of authorisation when any of the causes listed in Articles 154 and 155 respectively are present.

Article 319. Governing entities.

1. Any multilateral trading system shall be governed by a governing body, which shall be responsible for its internal organisation and functioning, and shall hold the necessary means to manage the market.

2. It may be the governing body of a multilateral trading system:

(a) An undertaking authorised to provide the investment service provided for in Article 140,h).

(b) A society that is the governing of an official secondary market,

(c) An entity incorporated into the effect by one or more of the official secondary market governing companies, which must have as its exclusive social object the management of the system and which must be 100 percent involved in one or more several collecting societies.

Article 320. Operating Regulation.

1. The governing entities shall draw up a working order specifically referred to the management of the multilateral trading system to be authorized by the National Securities Market Commission and subject to the advertising to be determined by regulation, which shall include the registration in the corresponding register of the National Securities Market Commission.

2. The regulation, which shall be public, shall be governed by transparent, objective and non-discriminatory criteria and shall regulate the following matters:

i) General aspects:

(a) Financial instruments that may be traded.

(b) Public information to be made available in respect of securities admitted to trading so that investors can base their decisions. This information shall include, where appropriate, a description of the type and nature of the business activities of the issuing institution. The scope of the information shall bear in mind the nature of the securities and the nature of the investors whose orders may be executed in the System.

(c) Types of members, in accordance with Article 69 (2) and (3), their rights and obligations.

d) Guarantees regime.

(e) Rights and obligations of issuers and of any other participants in the multilateral trading system, including, where appropriate, a registered adviser, designated by the issuer, who shall ensure that the issuer and the issuer are the issuers are correctly compliant, both from the formal and substantive perspective, with their reporting obligations to the governing company and to investors. The regulation will determine the overall framework of these advisors ' relationship with the issuers as well as the scope and scope of the functions to be performed and their obligations.

ii) Negotiation:

a) Access to the member condition.

b) Order modes.

c) Supposed, suspend, and exclude trading of negotiated securities.

d) Content and rules for disseminating information prior to effective negotiation.

e) Content and rules for dissemination of information about effectively negotiated operations.

(f) Obligations and means, where appropriate, to ensure the liquidity of the procurement.

g) Procedure to be followed, as the case may be, for the exclusion of securities trading, specifying the obligations of the issuing entity.

iii) Registration, clearing and settlement of transactions:

(a) Existence, where appropriate, of central counterparties or other mechanisms for the novation of transactions.

(b) Expected or admissible methods for settlement and, where applicable, compensation of transactions.

iv) Market supervision and discipline.

(a) Methods of supervision and control by the entity governing the effective observance of the market regulation, as well as the provisions of this law and other applicable rules, in particular as regards the rules on market abuse by issuers, members, registered advisors and other participants.

(b) Disciplinary regime which the governing body shall apply in the event of non-compliance with the Market Regulation, regardless of the administrative penalties applicable to it in accordance with the provisions of this Law.

c) Procedure to be used by the governing body to inform the National Securities Market Commission of any incidents or conduct of its members that may constitute an infringement of this law or its rules of development or non-compliance with the rules contained in the multilateral trading system regulation.

Article 321. Reporting obligations.

1. The contracting entities shall forward, on a quarterly basis, to the National Securities Market Commission information on the practices and actions which, in accordance with their rules of procedure, develop in the field of supervision of the multilateral trading system. Such information shall be forwarded within one month of the end of the period to which it refers.

2. The National Securities Market Commission may determine the exact content and specific format to be used by the governing entities for compliance with this obligation.

3. The National Securities Market Commission may collect from the governing entities how much additional information is required to ensure the proper functioning of the multilateral trading systems.

Article 322. Rules of conduct and market abuse.

1. The members of the multilateral trading system shall comply with the obligations laid down in Articles 209 to 218 and 221 to 224 in relation to their clients, when acting on behalf of them they carry out their orders through the systems of a multilateral trading system.

2. By way of derogation from the above paragraph, the articles referred to in the operations carried out shall not apply, in accordance with the rules governing the multilateral trading system, between its members or between the system itself. multilateral trading partners and their members with respect to the use of the multilateral trading system.

3. Chapter II of Title VII is applicable to negotiation in multilateral trading systems.

Article 323. Reporting obligations

1. Where appropriate, the entities governing a multilateral trading system shall provide, or where appropriate, ensure that publicly available information is available to enable users to form an opinion on the instruments negotiated, taking into account both the nature of users and the types of instruments negotiated in the multilateral trading system.

2. The responsibility for drawing up the information to be published on the issuers of the instruments negotiated shall be at least to the issuing institution and its administrators. They shall be liable for damages caused to the holders of the securities as a result of such information not presenting a true image of the issuer.

3. Where a negotiable value admitted to trading on a regulated market is also traded on a multilateral trading system without the consent of its issuer, the issuer shall not be subject to any initial financial reporting obligation, or 'ad hoc' ' in relation to that multilateral trading system.

Article 324. Monitoring compliance with the rules of multilateral trading systems and other legal obligations.

1. The contracting entities of a multilateral trading system shall establish effective mechanisms and procedures, which correspond to the needs of the multilateral trading system, to regularly monitor compliance with their rules. on the part of its users, as well as the operations carried out by them in accordance with their systems, with a view to detecting breaches of those rules or anomalies in the conditions of negotiation or action which may lead to market abuse.

2. The entities referred to in the preceding paragraph shall communicate to the National Securities Market Commission any significant non-compliance with their rules or any anomaly in the trading or performance conditions that may be an abuse of market. They shall also communicate, on the basis of the information they have collected from issuers, any possible non-compliance with the rules applicable to those issuers.

Article 325. Transparency requirements.

1. In order to ensure the transparency of the system and the efficiency of price formation, multilateral trading systems shall be obliged to disseminate information of a public nature to the operations on shares admitted to trading in the system which in turn is traded on regulated markets in relation to the existing buying and selling positions at any time and in relation to the transactions already concluded in that system in accordance with the provisions contained in this article and in Articles 326 and 327.

2. The Minister for Economic Affairs and Competitiveness may, if he considers it necessary, extend the application of the transparency requirements contained in this Article and Articles 326 and 327 to other financial instruments other than shares or actions that are only negotiated on the system.

3. The provisions of this Article and Articles 326 and 327 shall apply in accordance with the provisions of Regulation (EC) No 1287/2006 of 10 August 2006.

4. Without prejudice to the public information referred to in this Article and Articles 326 and 327, the Autonomous Communities with competence in the field and in respect of operations carried out in their territorial area may establish any other duty of information.

Article 326. Pre-negotiation transparency requirements.

1. Multilateral trading systems shall make public the following information prior to the negotiation with respect to the shares admitted to trading on them which are in turn traded on regulated markets:

(a) existing purchase and sale prices at any time; and

b) the depth of trading positions at those prices that are spread across their systems.

2. The information referred to must be made available to the public on reasonable commercial terms and on a continuous basis in the normal trading hours.

3. By way of derogation from the above paragraphs, the National Securities Market Commission may exempt multilateral trading systems from publishing the information referred to in paragraph 1 on the basis of the system model. multilateral trading or the type and volume of the orders.

In particular, the National Securities Market Commission may not impose such an obligation in the case of large volume transactions compared to the standard market volume for such shares or for such shares.

Article 327. Post-negotiation transparency requirements.

1. The multilateral trading systems shall make public the following information, with respect to the shares admitted to trading on them which are in turn traded on regulated markets, on the transactions already concluded:

a) the price,

b) the volume, and

c) the run time.

2. The information referred to in this Article shall be made available to the public on reasonable commercial terms and, as far as possible, in real time.

3. By way of derogation from the above paragraphs, the National Securities Market Commission may authorise multilateral trading systems to defer the publication of data on transactions carried out on the basis of their type or volume.

In particular, they may authorize the postponement of publication in the case of large volume transactions compared to the standard volume for those shares or for that type of stock. Multilateral trading systems shall, in such cases, obtain prior approval of the proposed methods of deferred information from the National Securities Market Commission and shall disclose such methods in a clear manner to the members of the system and the public investor.

4. The obligation provided for in this Article shall not apply to data from operations carried out in a multilateral trading system that are made public through the systems of a regulated market.

Article 328. Central counterparties and clearing and settlement agreements.

1. The contracting entities of a multilateral trading system shall take the necessary measures to facilitate the efficient settlement of transactions carried out in the multilateral trading system, and shall clearly inform the users of the liabilities that the institution assumes in the settlement of transactions executed in the multilateral trading system.

2. In order to take account of the settlement of transactions on marketable securities executed in multilateral trading systems, their contracting entities shall conclude agreements with at least one central securities depository and, where appropriate, one or more of the following: several central counterparties, without prejudice to the right of issuers to have their securities recorded in any central securities depositary in accordance with Article 49 of Regulation (EU) No 909/2014 of 23 July 2014 of 2014.

The contracting entities of a multilateral trading system may subscribe, after communication to the National Securities Market Commission, agreements with central counterparties and central securities depositaries. of another Member State, for the clearing or settlement of some or all transactions concluded with market members of their respective systems. The National Securities Market Commission may oppose the conclusion of such agreements only when it considers that they may undermine the orderly functioning of the multilateral trading system or, in the case of a system of settlement, technical conditions do not ensure the effective and economic settlement of transactions.

3. It shall apply to multilateral trading systems as set out in Articles 94, 95, 96 and 114, 115 and 116 for official secondary markets in respect of the settlement of transactions and of rights or obligations of the economic content associated with the securities, the guarantees aimed at mitigating the risk of settlement and the rights and obligations related to the reporting system for the supervision of trading, clearing, settlement and registration of values.

4. Securities shall be determined in accordance with Article 1 (1) of Regulation (EU) No No 2013 and shall be subject to the conditions laid down in Article 1 (1) of Regulation (EU) No No 2013. by the necessary intervention of a central counterparty.

5. The National Securities Market Commission shall take into account the work of the clearing and settlement system carried out by the Banco de España or the other authorities with jurisdiction in the matter, for the purpose of avoiding unnecessary repetitions of the controls.

Article 329. Remote access to multilateral trading systems.

1. Entities governing a multilateral system of Spanish negotiation may establish appropriate mechanisms to facilitate access and remote use of their systems to users or members established in the territory of other States. members. To this end, the institution shall communicate to the National Securities Market Commission the Member State in which it intends to establish such mechanisms. The National Securities Market Commission shall communicate this information to the Member State in which it intends to establish such mechanisms within one month of its receipt. The National Securities Market Commission shall communicate to the competent authority of the host State, at the request of the host State and within a reasonable time, the identity of the members of the multilateral trading system established in that State. member.

2. Entities governing a multilateral trading system in other Member States of the European Union may establish mechanisms in Spanish territory to facilitate access and remote use of their systems to users or members. established in Spanish territory. It will be necessary for the National Securities Market Commission to receive a communication from the competent authority of the home Member State indicating the intention to establish such mechanisms on Spanish territory. The National Securities Market Commission may request the competent authority to communicate within a reasonable time the identity of the members of the multilateral trading system.

CHAPTER II

Common provisions for official secondary markets and multilateral trading systems

Article 330. Preventive measures.

1. Where Spain is a host Member State of a regulated market or a multilateral trading system and the National Securities Market Commission has clear and demonstrable grounds for believing that such a regulated market or multilateral system in breach of the obligations arising from the provisions adopted pursuant to Directive 2004 /39/EC, it shall communicate the facts to the competent authority of the Member State of origin of the regulated market or of the multilateral system of negotiation.

In the event that, despite the measures taken by the competent authority of the home Member State, that regulated market or multilateral trading system persists in a performance clearly detrimental to the interests of the The National Securities Market Commission, after informing the competent authority of the home Member State, shall take all appropriate measures for its protection, after informing the competent authority of the home Member State of the markets. The measures will include the possibility of preventing the regulated market or multilateral trading system from making its mechanisms available to remote members established in Spain. The National Securities Market Commission shall without delay inform the European Commission and the European Securities and Markets Authority of the measures taken. The National Securities Market Commission may record the situation with the European Securities and Markets Authority, which may act in accordance with the powers conferred on it by Article 19 of Regulation (EU) No 1095/2010.

2. Any measure taken pursuant to this Article involving sanctions or restrictions on the activities of a regulated market or multilateral trading system shall be duly substantiated and communicated to the regulated market or the multilateral trading system concerned.

CHAPTER III

Systematic internalization

Article 331. Scope of application.

1. The provisions of this Chapter shall apply to credit institutions and investment firms which are subject to the law which they carry out on the margins of a regulated market or a multilateral trading system, on their own account, clients on shares admitted to trading on regulated markets provided that this performance is developed in an organised, frequent and systematic manner and which relates to orders the amount of which is equal to or less than the standard volume of the market corresponds to the value according to the following section.

2. A standard volume of the market is defined for a category of shares any volume representative of the arithmetic average value of the orders executed on the market for the shares included in that category of shares.

3. The shares shall be grouped into categories on the basis of the arithmetic mean value of the orders executed on the market for that stock. The National Securities Market Commission shall publish at least once a year, by circular, the category of shares to which each share belongs and shall forward it to the European Securities and Markets Authority.

4. The market for each share shall be composed of all orders executed in the European Union with respect to that action, except for those whose scale is of great magnitude compared to the standard market volume for that stock. action.

5. The National Securities Market Commission shall regularly publish the shares which have a liquid market for the purposes of this Article, the category of shares to which each share belongs in accordance with the provisions of paragraph 3 above and the other precise ends for credit institutions and investment firms to be able to meet the obligations set out in this Article.

Article 332. Reporting obligations.

1. Where the shares have a liquid market, the systematic internalisers shall make public contributions on a firm basis, in such a way as to be readily known to the persons concerned, on reasonable commercial terms. In the case of shares for which there is no liquid market, systematic internalisers may limit themselves to spreading their quotes to their customers upon request.

Systematic internalizers will be able to decide the order volume or volumes for which they are quoted. For a specific action, each quotation must include one or more purchase prices and/or one or more sales prices for one or more order sizes lower than the standard market volume for the class of shares to which the market shares concrete action. The price or the prices that you share should reflect the conditions prevailing on the market for such an action.

The spread of such prices will be carried out on a regular basis during the normal trading hours. Systematic internalisers will be able to update their prices at any time. Where exceptional market conditions are met, they may be withdrawn.

2. Systematic internalisers shall make public the volume and price of their transactions made out of regulated markets or multilateral trading systems, on shares admitted to trading on regulated markets, and the time in which they were concluded. This information shall be made public as soon as possible, in a manner which is easily accessible and on reasonable terms to the persons concerned, as set out in Article 327.3 as regards the transparency requirements after the negotiation and deferrals to the publication of data authorised by the National Securities Market Commission pursuant to Article 85.3.

3. The National Securities Market Commission shall ensure that systematic internalisers regularly update the purchase and sales prices that they make public in accordance with paragraph 1 and that these prices reflect the conditions prevailing in the market.

4. The provisions contained in this Article shall be applied in accordance with the provisions of Regulation (EC) No 1287/2006 of 10 August 2006.

Article 333. Execution of orders.

1. Provided that in doing so they respect the obligation of better enforcement that regulates Articles 221 to 224, the systematic internalisers will execute the orders they receive from their retail customers to the prices quoted on firm in force at the moment of the order receipt.

2. They will also execute the orders they receive from their professional clients at the prices quoted on firm in force at the time of receipt of the order. However, they may carry out such orders at a better price than the firm spread, in justified cases, provided that the price is within a range of public character close to the market conditions and provided that the orders are of a volume greater than the volume usually made by a retail investor.

The National Securities Market Commission will control that systematic internalisers meet the price improvement conditions set forth in this section.

3. For transactions in which the execution of several securities is part of a single transaction or in the case of orders subject to conditions other than the current market price, systematic internalisers may also execute orders from their professional customers at prices other than those listed without having to comply with the conditions set out in the previous paragraph.

4. Where there is a situation in which a systematic internaliser which cotirates a single quotation, or whose highest contribution is below the standard volume of the market, receives an order from a customer of a volume exceeding its volume of quotation, but less than the standard volume of the market, may decide to execute that part of the order exceeding its trading volume, provided that it is executed at the quoted price, except where otherwise permitted under the conditions laid down in the two preceding paragraphs. In cases where the systematic internaliser of quotations for different volumes and receives an order between such volumes, which it chooses to execute, it shall execute it at one of the prices quoted in accordance with the provisions of the Articles 221 to 224, except where otherwise permitted under the conditions laid down in the two preceding paragraphs of this Article.

5. The provisions contained in this Article shall be applied in accordance with the provisions of Regulation (EC) No 1287/2006 of 10 August 2006.

Article 334. Treatment of clients.

1. Systematic internalisers may choose, on the basis of their commercial policy and in an objective and non-discriminatory manner, investors to whom they give access to their contributions. To this end, they shall have clear rules governing access to their contributions. An institution may suspend or refuse to enter into commercial relations with a given investor on the basis of commercial considerations such as the investor's financial situation, the counterparty risk or the final settlement of the investor. operation.

2. Systematic internalisers may limit, in a non-discriminatory manner, the number of transactions of the same customer that they undertake to execute on firm prices announced, to limit the risk of exposure to multiple transactions of the same client.

They may also limit, in a non-discriminatory manner and in accordance with the provisions of Article 221 relating to the management of orders, the total number of operations of different clients that will be executed at the same time, when the number or volume of orders from your clients exceeds considerably the normal amount.

3. The provisions contained in this Article shall be applied in accordance with the provisions of Regulation (EC) No 1287/2006 of 10 August 2006.

Additional disposition first. Interbank deposit market.

The interbank deposit market will not be subject to the rules of this law. The Bank of Spain shall be responsible for regulating and supervising the operation of that market.

Additional provision second. Legal regime for the emissions of the Basque Country Councils.

The emission of values carried out by the Autonomous Community of the Autonomous Community of the Basque Country shall be assimilated, for all purposes, and taking into account the special characteristics of the Foral Haciendas, to the emissions carried out by an Autonomous Community.

Additional provision third. Legal regime for allowances other than financial instruments.

1. Undertakings providing investment services and credit institutions authorised to provide investment services may, in addition to carrying out the activities referred to in Article 140, submit tenders on behalf of their clients at the auctions. of greenhouse gas emission allowances, which are not financial instruments, as referred to in Commission Regulation (EU) No 1031/2010 of 12 November 2010 on the timing, management and other aspects of the auctions of the emission allowances for greenhouse gases in accordance with Directive 2003 /87/EC of the European Parliament and of the Council The European Parliament and the Council, establishing a system for the trading of greenhouse gas emission allowances in the Community. To this end, they shall include this activity in the programme of activities referred to in Article 149.

2. The National Securities Market Commission shall be the competent authority to sanction persons responsible for the non-compliance on our territory of Articles 37 to 42 of Regulation (EU) No 1031/2010 of 12 November 2010 in relationship to the auctioning of greenhouse gas emission allowances, which are not financial instruments held in or out of our territory.

3. For the purposes of the above paragraph, the National Securities Market Commission shall have the supervisory and inspection powers provided for in this rule.

4. In the event of non-compliance with Articles 37 to 42 of Regulation (EU) No 1031/2010 of 12 November 2010, the sanctioning regime provided for in Chapter II of Title VIII of this Act shall apply in respect of operations with inside information or which may constitute market manipulation, with the following particularities:

(a) Except as provided for in Article 282.7 and in Article 295.3.

(b) The reference in Article 282.8 shall be understood to be made only of Article 227.3, Article 229.2.d) and 229.3.

(c) The reference in Article 295.7 shall be understood to be made only of Article 227.3, Article 229.2.d) and 229.3, with the auction platforms and the auction monitoring entities being subject to the obligation.

(d) The reference in Article 295.5 shall be understood to be made only of Article 227, with the exception of paragraph 2.

5. Failure to comply with the rules of conduct referred to in Article 59 of Regulation (EU) No 1031/2010 of 12 November 2010, as well as non-compliance with the obligation to adopt the provisions, shall constitute a very serious infringement. the structural funds referred to in Article 42.4 of the Regulation, where it has taken place on the occasion of a particular insider trading operation.

The adoption of the measures provided for in Article 42.4 of Regulation (EU) No 1031/2010 of 12 November 2010 in an insufficient manner shall constitute a serious infringement.

6. The National Securities Market Commission shall cooperate with other competent authorities of the European Union, with the auction platforms and with the auction monitor whenever necessary to carry out the functions. laid down in Regulation (EU) No 1031/2010 of 12 November 2010 and in relation to matters and in the terms referred to in that Regulation.

7. The information which the National Securities Market Commission is required to provide to the competent authorities, the auction platforms and the auction monitor shall be exempted from the obligation of secrecy laid down in Article 248. in the field of auctioning of allowances in accordance with Regulation (EU) No 1031/2010 of 12 November 2010.

8. For the purposes of the above paragraphs, the definitions of inside information and market manipulation as set out in Article 37 of Regulation (EU) No 1031/2010 of 12 November 2010 shall apply.

Additional provision fourth. Marketing to retailers of preferred shares, convertible debt instruments and subordinated finance as own resources.

1. The placing on the market or placement between customers or retail investors of the issue of preference shares, convertible debt instruments or subordinated loans as own resources under the solvency rules of credit institutions, shall require compliance with the following requirements:

(a) The issue must be directed exclusively to clients or professional investors of at least fifty percent of the total of the same, without the total number of such investors being less than fifty, and without application to this assumption of article 206 of this law.

(b) In the case of issues of preference shares, or convertible debt instruments of entities other than listed companies, in the terms of Article 495 of the Capital Companies Act, the nominal value Minimum unit of securities shall be EUR 100 000. In the case of the remaining issues, the minimum unit nominal value shall be EUR 25,000.

This provision has the consideration of the standard of management and discipline of the securities market, constituting its non-compliance with a very serious infringement as provided for in Title VIII of this recast text.

2. The provisions of points (a) and (b) above shall not apply in the field of the management actions of hybrid instruments of capital and subordinated debt covered by Chapter VII of this Law and the hybrid instruments of capital and subordinated debt issued for the purpose of redeeming other securities of this type issued prior to 31 August 2012.

Additional provision fifth. Restrictions on the temporary financial investments of non-profit entities.

1. The National Securities Market Commission, the Banco de España and the Ministry of Economy, each in the field of their supervision, will approve codes of conduct containing the specific rules to which the investments will have to be adjusted. temporary financial institutions, institutions, institutions and non-profit associations, professional associations, funds for the promotion of employment, mutual insurance, social security mutual societies, mutual partners with the Social security and, where appropriate, other entities subject to reduced rates of taxation in the Corporation tax, which does not have a specific investment diversification scheme in order to optimise the profitability of the cash at its disposal and which can be used to obtain returns in accordance with its rules of operation.

2. The governing bodies, administration or management of the entities referred to in the preceding paragraph shall submit an annual report on the extent to which the codes referred to by the protectorate or its unit-holders know it. associates or mutualists.

Additional provision sixth. The Company for the Management of the Systems of Registration, Compensation and Settlement of Securities and the owning companies of central counterparties, central securities depositaries and Spanish official secondary markets.

1. The "Company for the Management of the Systems of Registration, Compensation and Settlement of Securities", hereinafter the Society of Systems, shall act as the central depositary of securities in accordance with the provisions of Article 97 to 102 of this Law and shall carry out those other functions entrusted to it by the Government, prior to the report of the National Securities Market Commission.

The Society of Systems assumes the functions of the Securities Clearing and Settlement Service and the Banco de España as managers of the systems of registration, clearing and settlement of securities traded in the markets that they are entrusted with. The Society of Systems is created by the transformation of the society "Promoter for the Society of Management of the Spanish Systems of Liquidation, S.A." constituted with the participation of the Securities Clearing and Settlement Service and the Banco de España.

The effective assumption by the Society of Systems of its functions is carried out after the modification of the object and social denomination of the society " Promoter for the Society of Management of the Spanish System of Liquidation, S.A. ' and of the corporate modification consisting in the distribution of the social capital of the Society of Systems among the shareholders of the System of Compensation and Settlement of Securities and the Bank of Spain, with the extensions or reductions of capital required. The non-cash contributions received by the Society of Systems shall be assessed by an expert appointed for the purpose of common agreement by the Securities Clearing and Settlement Service and the Banco de España, which shall have the effect provided for in Chapter II of Title III of the recast of the Capital Companies Act, approved by the Royal Legislative Decree 1/2010 of 2 July.

The provisions of Articles 304, 334 and 343 of the recast of the Capital Companies Act, approved by the Royal Legislative Decree 1/2010 of 2 July 2010, do not apply to the previous company operations.

The appointment of Board members, Directors-General and assimilated of the Systems Society will be subject to the approval of the National Securities Market Commission.

As long as the Society of Systems does not establish other provisions and decisions in the exercise of the functions of management, administration and management that this law attributes to it, the provisions and decisions that are applicable to it continue in force. on the date of effective assumption of its functions by the Society of Systems govern the systems of registration, clearing and settlement of securities managed until then by the Securities Clearing and Settlement Service and by the Bank of Spain.

The Society of Systems and the Bank of Spain will maintain due coordination in order to replace the existing regulations with the rules of the Society of Systems that will be approved in the future.

The acts and documents legally necessary for the corporate operations referred to in this article are exempt from taxes and levies of all kinds. Such acts and documents shall also not bear any tariff, notarial or registration rights.

2. Without prejudice to the powers conferred on the Autonomous Communities in respect of the systems of clearing, settlement and registration of securities and secondary markets, the Government may authorise, after reporting by the National Commission of the Securities Market, heard the Autonomous Communities with competence in the field and on the proposal of the Minister of Economy and Competitiveness, that one or more entities acquire, directly or indirectly, the totality of the capital or a participation that attribute to the acquirer or to the acquirers the direct or indirect control of all or some of the companies that administer central counterparties, central securities depositories and secondary Spanish secondary markets, and which, on the basis of such acquisition, correspond to that or those entities ownership of the said capital.

It will have the consideration of controlling participation that, in accordance with Chapter IX of Title IV of this Law and its implementing rules, would require the formulation of a public procurement offer on the entire capital of the relevant company.

3. It shall be for the National Securities Market Commission to authorize the statutes governing those acquiring entities and their amendments, with the exceptions to be laid down in regulation, as well as to authorize the appointment of the members of its board of directors and its directors-general, who shall meet the requirements of Article 152.1.f). If the acquiring institutions did not have their registered office in Spain and their statutes and amendments and the requirements of the members of the board and directors-general have been verified by the competent authority of another Member State of the European Union or the supervisory authority of a non-Member State of the European Union whose arrangements for organisation and operation are similar to that of the National Securities Market Commission shall be the responsibility of the latter. check such verifications.

4. The Government, by means of a royal decree, shall determine the arrangements applicable to tenders for the acquisition of the shares representing the capital of the said entities, the advertising scheme to which their shareholding is to be submitted, the scheme to which the said entities are to be subject in order to collect in their social statutes any limitation or specialty to the rights deriving from their actions and any other aspects necessary for the application of this provision; and to ensure the proper supervision of such entities.

5. Government authorisation shall be required for the institution or, where appropriate, entities holding, directly or indirectly, the whole of the capital or a controlling interest of all or, where appropriate, some of the companies referred to in the the first subparagraph of paragraph 2 may carry out any act whereby they no longer hold, directly or indirectly, the whole of the share capital which they hold in each of the said companies or which they lose the control, direct or indirect, of the latter. This authorization will be granted to the Autonomous Communities with competence in the field, prior to the report of the National Securities Market Commission and on the proposal of the Minister of Economy and Competitiveness.

6. The system of significant shareholdings provided for in Articles 48.1 and 99 shall not apply to transmissions subject to the administrative authorisations provided for in this provision.

7. The supervision of these entities shall be the responsibility of the National Securities Market Commission.

Additional provision seventh. Annual corporate governance report in listed entities without the form of a public limited liability company.

As provided for in Article 540 of the Royal Decree of Law 1/2010 of 2 July, approving the recast text of the Law on Capital Companies, it will be applicable, in accordance with its legal nature, to the institutions. other than listed public limited companies issuing securities that are traded on official stock markets.

The Ministry of Economy and Competitiveness is empowered and, with its express rating to the National Securities Market Commission to establish, taking into account the legal nature of the different categories of This provision provides concrete measures on the content and structure of the corporate governance report.

Additional disposition octave. Obligations relating to the remuneration of companies whose shares are admitted to trading on an official secondary market.

1. Directors of companies whose shares are admitted to trading on an official secondary market, shall communicate to the National Securities Market Commission the delivery of shares and the option rights on shares they receive in implementation of a system of remuneration for that company. They shall also communicate the payment systems, and their amendments, referred to the value of the shares in respect of which they are established. Such communication shall be subject to the arrangements for the disclosure of the relevant facts as set out in Article 228.

2. The provisions of paragraph 1 in the case of companies whose shares are admitted to trading on an official secondary market shall also apply in respect of the supply of shares and of option rights on shares which they receive. in the execution of systems of remuneration of such companies, the administrators of such companies, as well as the remuneration systems, and their modifications, which are referred to the value of the shares to be established for the said directors. The Government shall develop this provision, with particular reference to the deadline, form and scope of compliance with the communication obligation.

3. Listed companies which, by 1 January 2000, had in force any system of remuneration consisting in the delivery of shares, or of option rights on shares or any other system of remuneration referred to the value of the shares, addressed to its directors or to its directors, shall, prior to the execution or cancellation of the remuneration system, register a supplement to the prospectus in force at the National Securities Market Commission, or a new specific prospectus, providing detailed and individualized information on the actions and options or liquidations corresponding to managers and managers. In relation to those who have sole management status, the information may be presented in an aggregated form. As supporting documentation, for the purposes of issues and public offerings of securities, the agreement of the general meeting of shareholders in which the remuneration system is approved or ratified shall be submitted for registration.

4. For the purposes of this provision, directors general and similar directors shall be understood to carry out their duties as senior management under the direct dependence of the administrative, executive or advisory committees. delegates of listed companies.

Additional provision ninth. Deadline for resolving and reporting sanctioning procedures.

The deadline for resolving and notifying the resolution in the sanctioning procedure applicable to the subjects acting on the financial markets, regulated by Royal Decree 2119/1993, of 3 December, will be one year, extensible as provided for in Articles 23 and 32 of Law 39/2015 of 1 October 2015.

Additional provision 10th. Supervisory memory and internal control body of the Banco de España.

1. The Banco de España shall have an internal control body whose functional dependence and reporting capacity shall be governed by the principles of impartiality, objectivity and avoid the production of conflicts of interest.

2. The Bank of Spain shall annually draw up a report on its supervisory role in relation to its actions and procedures carried out in this field and to which information can be derived on the effectiveness and efficiency of such activities. procedures and actions. This report will include a report by the internal control body on the adequacy of the decisions taken by the governing bodies of the Banco de España to the procedural rules applicable in each case. This memory must be approved by the Governing Council of the Banco de España and will be forwarded to the General Courts and the Government of the Nation.

Additional provision eleventh. Oversight of the audit committee of public interest entities.

The supervision of compliance with the provisions of the third provision of Law 22/2015, of July 20, of Audit of Accounts, with respect to the audit commission of entities of public interest, corresponds to the National Securities Market Commission in accordance with the provisions of Title VIII of this recast text. This competence is without prejudice to the competence of the Accounting and Audit Institute of Accounts for the oversight of the audit of accounts.

First transient disposition. Scheme for certain increases in participation in a listed company

Who by 13 August 2007 will have a share of voting rights of a listed company equal to or greater than 30 percent and less than 50 percent will be required to make a public takeover offer in the terms of Chapter IX of Title IV of this Law, where after any of the following circumstances:

(a) That it acquires in a single act or in successive acts of actions of that society until it increases its participation in, at least, 5 percent over a period of 12 months.

b) Reach a percentage of voting rights equal to or greater than 50 percent.

(c) To acquire additional participation and appoint a number of members who, if appropriate, to whom they have already been appointed, represent more than half of the members of the management body of the company.

The Government may establish the extremes it deems necessary for the application of this provision as well as the excepted operations of this regime.

In any event, the National Securities Market Commission will conditionally dispense, in the terms that are regulated by law, the obligation to formulate the public procurement offer set out in the (a) where another person or entity, directly or indirectly, has a percentage of vote equal to or greater than the percentage of the obligation to make the offer.

Second transient disposition. Participative quotas of savings banks and participative quotas of association of the Spanish Confederation of Savings Banks.

The participative quotas of the savings banks and the participative shares of association of the Spanish Confederation of Savings Banks that have been issued prior to the publication of this recast text, will continue having a negotiable value as referred to in Article 2.1 of this Law until its full amortisation.

Transitional provision third. Adaptation to the developments of Directive 2013 /50/EU of the European Parliament and of the Council of 22 October 2013.

1. The time limits referred to in Articles 118 and 119 shall apply to the annual financial reports and half-yearly financial reports to be published as from 20 December 2015.

2. The obligations laid down in Article 125.3 shall not apply until the date laid down in the rules for the development of this Law and of Law 11/2015 of 18 June of the recovery and resolution of credit institutions and service undertakings investment.

Transitional disposition fourth. New system of clearing, settlement and registration of securities and application of Regulation (EU) No 909/2014 of the European Parliament and of the Council of 23 July 2014 on the improvement of securities settlement in the European Union and the central securities depositaries and amending Directives 98 /26/EC and 2014 /65/EU and Regulation (EU) No 236/2012.

1. The amendments made to Articles 9, 15, 45.2 g), 93.1, 94, 95, 97 to 102, 114 to 117, 62, 281.1 to 6, 294. 1 to 5, 328 by paragraphs four to eight, ten, twelve, thirteen, fifteen, twenty-one, twenty-two and twenty-nine of point (A) of the first provision of Law 11/2015 of 18 June 2015 on the recovery and resolution of credit institutions and undertakings Investment services shall not apply to official secondary markets, multilateral trading systems and central securities depositories which, upon the entry into force of this Law, are constituted and operating in Spain up to the date of determine the rules for the development of this Law and Law 11/2015, of June 18, of recovery and the resolution of credit institutions and investment firms.

2. The obligations arising from Regulation (EU) No 909/2014 of the European Parliament and of the Council of 23 July 2014 on the improvement of the settlement of securities in the European Union and central securities depositaries and by which it is amend Directives 98 /26/EC and 2014 /65/EU and Regulation (EU) No 236/2012 shall be enforceable in accordance with Articles 69 and 76 of that Regulation.

3. Securities represented by physical securities admitted to trading on official secondary markets or multilateral trading systems shall modify their form of representation to be taken into account in accordance with the provisions of the Article 76.2 of Regulation (EU) No 909/2014 of 23 July 2014.

4. In accordance with Article 1 (1) of Regulation (EU) no. 1 of the European Union, the Commission shall, in accordance with Article 9 (1) of the Rules of Procedure, adopt the necessary measures to ensure that the system of registration is not notes, without prejudice to the particularities to be preached for each of these values. The Central Securities Depository Regulations shall be amended to incorporate the precise changes resulting from the provisions of this Standard and its regulatory development.

5. The National Securities Market Commission will monitor the technical changes needed to undertake the reform of the current systems for clearing, settlement and registration of official secondary stock markets.

Transient disposition fifth. Transitional arrangements for companies whose shares are being traded exclusively in a multilateral trading system, which reach a market capitalisation of more than EUR 500 million.

The six-month period referred to in Article 77.3 of this Law shall begin to be computed on 28 April 2015.

Transitional disposition sixth. General Plan of Viability.

The General Plan of Viability provided for in Article 193.2 (f) shall be required by the institutions after six months after the completion of the regulatory development in which their content is specified.

Transitional disposition seventh. Collaboration Agreement between the National Securities Market Commission and the Banco de España.

The collaboration agreement provided for in Article 255.2 must be signed within 14 months of the entry into force of this law.

Transient disposition octave. The market for public debt in annotations.

1. As long as the precepts of this law pertaining to the Public Debt Market in Annotations are not developed, and the Market Regulation referred to in Article 60.4 of this Law is not approved, they will remain in force. those regulatory standards which, prior to the entry into force of this law, are regulated by the relevant market and do not object to the provisions of this law.

2. The issuance of securities of public entities and companies other than those referred to in Article 59 which were to be negotiated in the Public Debt Market in annotations prior to 18 November 1998 may continue to be negotiated in this respect. market until maturity.

transient disposition ninth. Autonomous services for clearing and settlement of securities.

In relation to the functions that are being performed by the Compensation and Settlement Services of Autonomous Securities, only the assumption of functions by a central securities depository shall be produced, if any, subject to What is available in the relevant regulations of the relevant Autonomous Community.

Transient disposition tenth. Regulatory references.

1. Until the entry into force of Law No 39/2015 of 1 October 2015 and Law 40/2015 of 1 October 2015, the reference made in this law to those rules shall be construed as referring to Law No 30/1992 of 26 November 1992 on the Legal and the Common Administrative Procedure or Law 6/1997 of 14 April of the Organization and the Functioning of the General Administration of the State, as appropriate.

2. Specifically the mapping of the items is as follows:

(a) In Article 16.2, the reference made to Law 39/2015 of 1 October and to Law 40/2015 of 1 October, is to be understood as a reference to Law No 30/1992 of 26 November and Law 6/1997 of 14 April.

(b) In Article 176.3, the reference made to Article 68 of Law 39/2015 of 1 October 2015 is to be construed as referring to Article 71 of Law 30/1992 of 26 November.

(c) In Article 234.6, the reference to Article 41.5 of Law 39/2015, of 1 October, is to be understood as reference to Article 59.4 of Law 30/1992 of 26 November.

(d) In Article 273.2, the reference to Articles 23 and 32 of Law 39/2015 of 1 October 2015 is to be read in accordance with Articles 42.6 and 49 of Law No 30/1992 of 26 November.

e) In Article 274, the reference to Law 39/2015 of 1 October, and to Law 40/2015 of 1 October, is to be understood as a reference to Law 30/1992 of 26 November.

(f) In Article 310, the reference to Article 29.3 of Law 40/2015, of 1 October, is to be understood as a reference to Article 131.3 of Law 30/1992 of 26 November.

g) In the additional provision, ninth, the references to Articles 23 and 32 of Law 39/2015 of 1 October 2015 are to be construed as references to Articles 42.6 and 49 of Law 30/1992 of 26 November.

Final disposition first. Competence title.

The recast text of the Law of the Market of Values is dictated in accordance with the provisions of article 149.1.6., 11. and 13. of the Spanish Constitution, which attribute to the State exclusive competence on legislation commercial, banking, banking and insurance bases, and bases and coordination of overall economic activity planning, respectively.

Final disposition second. Faculty of development.

The government may dictate the regulatory standards necessary for the development of the provisions of this law.