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Royal Decree 878/2015, 2 October, On Clearing, Settlement And Registration Of Securities Represented By Annotations Into Account, On The Legal Regime Of The Central Depositories And Values Against Entities...

Original Language Title: Real Decreto 878/2015, de 2 de octubre, sobre compensación, liquidación y registro de valores negociables representados mediante anotaciones en cuenta, sobre el régimen jurídico de los depositarios centrales de valores y de las entidades de contra...

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TEXT

I

The smooth functioning of the clearing, settlement and securities registry system is a fundamental element for any financial system. Indeed, a number of actors and infrastructure are involved in the so-called post-recruitment phase, which ensure that operations are properly carried out on financial instruments.

The search for better efficiency and greater stability in post-recruitment has led the European Union to draw up a set of rules on this matter, such as 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 (known as the EMIR Regulation) and Regulation (EU) No 909/2014 of the European Parliament and of the Council of 23 July 2012 2014, on the improvement of the settlement of securities in the European Union and central depositaries The Commission shall, in accordance with the procedure referred to in Article 4 (2) of Regulation (EU) No 236/2012, amend Directives 98 /26/EC and 2014 /65/EU. On the other hand, the Eurosystem has been pushing forward the TARGET2-Securities project to create a pan-European platform for the settlement of securities transactions, which will begin its operation later this year. This will result in the achievement of a genuine single market for post-contracting financial services in the European Union, which will have a positive impact on the overall financial system.

At the national level, the need to reform the system of compensation, liquidation and registration of Spanish values was identified in order to adapt to the new European context that has gradually been taking shape. In this sense, Law 32/2011 of 4 October, amending Law 24/1988, of 28 July, of the Market of Securities, was the beginning of this reform process that was completed with the final provision of Law 11/2015, of 18 of June, recovery and resolution of credit institutions and investment firms.

As established in 2011, the reform of the clearing, settlement and securities registry system rests on three fundamental axes: (1) the intervention of a central counterparty in the multilateral trading of official secondary markets and of multilateral trading systems which will allow a net balance to be settled; of the principle of insurance in the delivery by the management of the counterparty risk to be carried out by the figure of the central counterparty; and (3) the elimination of the current system of registration of variable income securities based on record references to move to a system based on stock balances as already occurs in the system for the registration of fixed income securities.

It is now necessary to develop and concretize the elements on which the new system is based, so as to advance the equalization of our system of clearing, settlement and registration of securities to the most used procedures. by the markets in our environment, favouring a reduction in operating costs and improving the competitive position of our markets, entities and infrastructures.

II

Title I of the Royal Decree is dealt with in Chapter I of the representation of marketable securities by means of annotations in mind and maintains, in essence, the same legal status of the current account as (a) establish Royal Decree 116/1992 of 14 February on the representation of securities by means of accounting and clearing and settlement of securities transactions. The amendments of this part respond to the need to develop the adjustments that the final provision of Law 11/2015, of June 18, introduced in Articles 5 and 6 of Law 24/1988, of July 28, both in relation to the reversibility of the representation of values by means of annotations in mind as the requirements to be met by the document of the issue.

Secondly, and still within Chapter I of this Title I, it has been necessary to specify in relation to the issue of the certificates of legitimization, the registration of the values and the registration of the transmissions, inter alia, in cases where the participating entities or the central securities depository act according to the type of account in which the securities concerned are registered.

Chapter II of Title I develops the amendments to Articles 7 and 7 bis of Law 24/1988, of July 28, which clarify the structure and operation of the Spanish system for the registration of securities. This is articulated in two levels by forming the so-called double-step system. The first step is in a central register managed by the central securities depository while the second step is composed of the so-called detail records that are managed by the participating entities in that depositary.

The types of accounts that participating entities can have in the central securities depository are also detailed. It is necessary to mention the specialties that the infrastructure involved in the negotiation, clearing and settlement of securities can establish in relation to the operating procedures applicable to the accounts that they can use certain financial institutions, in order to allow them to have slightly wider time limits than the general ones for the identification of the customers on behalf of those who are operating. It is of the utmost importance to make it clear that these special procedures, which must be governed by the rules of procedure and other internal infrastructure rules, can only be applied when the provision of the investment service associated with This account is exclusively for professional clients. Central securities depositaries shall ensure compliance with this requirement by controlling that annotations resulting from the settlement of such transactions in the accounts of the central or detailed records are carried out in favour of professional investors.

Additionally, the control mechanisms necessary to consolidate the change of a system based on the so-called registration references to a system based on stock balances are foreseen, with the control of the detail records and the system balances control.

Chapter III completes Title I of the royal decree with the rules applicable to the accounting record of securities not admitted to trading on official secondary markets or in multilateral trading systems.

Title II deals with issues relating to the settlement of securities and the legal system of market infrastructures, namely central counterparties and central securities depositaries. As regards the central securities depositaries, Chapter I of Chapter I provides for the application of Regulation (EU) No 909/2014 of 23 July 2014 as regards the social statutes of central securities depositories and their securities. economic regime, among other issues.

Next, Chapter II of Title II regulates cases where a central counterparty is required to intervene in certain transactions carried out in multilateral contracting segments of the European Union. official secondary markets and multilateral trading systems, taking into account the European rules in this respect as set out in Regulation (EU) No 648/2012 of 4 July 2012. It is used to develop part of Article 44b of Law 24/1988, of July 28, which, although it is modified very slightly in paragraph 11 of the final disposition of Law 11/2015, suffered a major reform with Law 32/2011, October 4, whose development is now realized in this royal decree.

Special reference should be made to the monitoring and control obligations to be performed by both central counterparties and central securities depositaries in relation to the performance of their institutions. participants. As established by law, these infrastructures must ensure, in the field of their respective competences, the proper functioning and efficiency of the processes of clearing and settlement of transactions and the registration of securities. In this way, it is of the utmost importance that the monitoring and control manuals provided for in this royal decree provide sufficient detail of the concrete measures to be implemented to ensure the smooth functioning of the clearing system, settlement and record of values.

Chapter III of this Title II focuses on the settlement of securities by developing, in the first section, the performance of central securities depositaries in this particular phase of post-employment while the In the second and third sections, the rules for the settlement of transactions on marketable securities, the conclusion of agreements between infrastructure, the principles governing the settlement system and the prevention and control of securities are set out in the second and third sections. failed in settlement.

Finally, Chapter IV develops the new Article 44 septies of Law 24/1988, of July 28, regarding the specific system of information for the supervision of compensation, settlement and registration of securities. This information system, referred to as the post-contracting interface, shall be managed by the central securities depository and shall have the information provided by all participants in the post-contracting process, such as negotiation, central counterparties, etc. Its ultimate objective is to enable the traceability of operations, the control of risks and guarantees, the correct conduct of the two levels of registration and the correct settlement of transactions. It will be a vital element for the oversight by the National Securities Market Commission of the proper functioning of all post-contracting phases as registration references as an element of control will disappear.

Among the additional provisions, the first one, the objective of which is to make it clear that the modifications of this royal decree do not apply to the values of fixed income admitted to negotiation in official secondary markets nor in multilateral trading systems and the public debt negotiated in the market for public debt in the accounts. This is because this type of securities already performs a settlement through the system of balances, so that its incorporation into the new system of clearing, settlement and registration will be done more easily. Hence the postponement of this adjustment, which, when it takes place, will complete the unification of the registration system for fixed income, public debt and variable income values provided for in the fourth final provision of Law 32/2011 of 4 October 2011. However, it should be borne in mind that there are fixed income issues admitted to trading in stock exchanges, so it is necessary that they be partially affected by the reform and in particular the registration references for the these values and the appropriate procedures for their proper settlement are laid down in the infrastructure regulations.

On the other hand, the importance of the transitional and entry-in-force provisions must be emphasized as the various elements of this royal decree will be applied progressively as the regulations of the market infrastructures detailing the most technical and operational aspects of the system of clearing, settlement and registration of Spanish securities, and as applicable to the provisions of Regulation (EU) No 909/2014, 23 July 2014. In particular, the transitional provisions provide for the rules under which the operations under way and initiated at the entry into force of the royal decree will be settled, as well as the information to be published by the trading venues for adequate transition and migration to the new clearing, settlement and registration system.

The entry into force of the royal decree must coincide with the date on which the market infrastructures and their participating entities are prepared to operate in total security by applying the rules of the new system, eliminating the operational and systemic risk associated with a system migration of these features. It must also be borne in mind that, in accordance with the transitional provisions of Law 11/2015 of 18 June 2015, the amendments introduced by paragraphs 4 to 8, 10, 12, 13, 15, 21, 22 and twenty-nine of the Point (A) of the first provision shall apply from that date.

The first and second final provision is the one that completes the transposition of Directive 2013 /50/EU of the European Parliament and of the Council of 22 October 2013 amending Directive 2004 /109/EC of the European Parliament and of the Council European and Council Directive on the harmonisation of transparency requirements relating to information on issuers whose securities are admitted to trading on a regulated market, Directive 2003 /71/EC of the European Parliament and of the Council on the prospectus to be published in the event of a public offering or admission to trading of securities; and Directive 2007 /14/EC of the European Parliament and of the Council laying down detailed rules for the application of certain requirements of Directive 2004 /109/EC.

This directive reviews, among other issues, the periodicity and content of the reports to be prepared by issuers of securities admitted to trading on regulated European markets and also establishes the need for the ownership of financial instruments with a similar economic effect to that of the holding of shares in the significant holdings.

Using a national option set out in that Directive, the amendments made to Law 24/1988 of 28 July 2015 by Law 11/2015 of 18 June maintain the obligation to provide quarterly information, taking into account that it is a requirement of simple compliance, flexible enough to accommodate the different peculiarities of each entity, including small and medium issuers, and that has a positive impact on the markets. This requirement dates back to 1991 and facilitates investors ' monitoring of expectations about the future behaviour of the issuer by simplifying the work of evaluating a heterogeneous set of relevant facts published at a time. different and whose validity at the date of quarter closure is not always evident. Identical arguments advise the maintenance of the second half-yearly report.

The royal decree incorporates other developments in the directive such as the computation of voting rights in certain cases where derivative financial instruments are used and the time limits for the publication of certain financial reports. With regard to the amendment made by the Directive on the definition of "issuer", including physical persons, it should be noted that the adaptation of our system to this definition does not imply any change in the definition of the admission to trading of securities in official secondary markets. In other words, the natural person is not considered to be an issuer for the purposes of admission to trading of securities in official secondary markets, but with the aim of making full transposition of the new provisions of the directive and avoiding any An obstacle that could arise in the area of cross-border cooperation between competent authorities, it is considered appropriate to collect this broad definition of issuer.

This royal decree is issued in use of the ratings contained in Articles 7a, 31a, 35, 35a, 44a, 44b, 44 octies, 53, 125 and final provision of the Law 24/1988 of 28 July.

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 2, 2015,

DISPONGO:

PRELIMINARY TITLE

General provisions

Article 1. Object.

This royal decree aims at the development of Law 24/1988, of July 28, of the Stock Market in respect of the representation of securities by means of accounting, clearing, settlement and the securities register, the legal regime of central counterparties and central securities depositories and the transparency obligations of issuers whose securities are admitted to trading on a secondary market official

Article 2. Legal framework

1. The representation of marketable securities, understood by those mentioned in article 2.1 of the Law 24/1988, of July 28 (hereinafter, securities) by means of annotations in account, shall be governed by the provisions of that law, and in this real decree.

2. The central counterparties shall be governed by Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and registers of counterparties. operations and their corresponding implementing and implementing rules, as well as by Law 24/1988 of 28 July, and by this royal decree and its corresponding implementing rules and the Royal Legislative Decree 1/2010 of 2 July, for which approves the recast of the Capital Companies Act, without prejudice to the specialities provided for in the the provisions referred to above, as well as any other rules applicable to the legal order or the law of the European Union.

3. Central securities depositaries shall be governed by Regulation (EU) No 909/2014 of 23 July 2014 on the improvement of the settlement of securities in the European Union and central securities depositories and amending the securities Directives 98 /26/EC and 2014 /65/EU and Regulation (EU) No 236/2012 and their implementing and implementing rules, as well as the Law 24/1988 of 28 July, and this royal decree and its implementing rules and the Royal Decree Legislative 1/2010, of 2 July, for which the Recast Text of the Law of Companies of Capital is approved, without prejudice to the specialities provided for in the abovementioned provisions, as well as any other rules applicable to the legal order or the law of the European Union.

TITLE I

Rendering negotiable values through annotations in account

CHAPTER I

Common Provisions

Section 1. The annotation in account as a mode of representation of negotiable values

Article 3. Unit of representation.

The representation of securities by means of account annotations shall apply to all securities belonging to the same issue, without prejudice to the cases of change in the mode of representation provided for in Articles 4 and 5.

Article 4. Reversibility of the representation of the values by means of titles.

1. Securities representing securities may be converted into a pre-agreement note adopted with the required legal requirements.

2. The conversion of securities into account entries shall take place as the holders are submitting their securities to the institution in charge of the accounting register, which shall carry out the corresponding entries in favour of those who credit it. be holders in accordance with the law applicable to the securities.

3. The time limit for the submission of certificates for processing shall be laid down in the agreement referred to in paragraph 1 and published in the Official Gazette of the Trade Register and in one of the most circulation newspapers in the province in which the the company has its registered office, and may not be less than one month or more than one year.

4. After that period, the unaltered securities shall no longer represent the corresponding securities, without prejudice to the fact that the entity in charge of the accounting register is required to continue to carry out the entries referred to in paragraph 1. 2.

5. After three years from the end of the period laid down for processing without the corresponding entry being made by means of an account, the entity in charge of the accounting register shall sell the securities by the account and risk of the persons concerned, which may have an impact on all the costs and expenses incurred by them.

Such a sale may be carried out either through a member of the relevant market or system if the securities are admitted to trading on an official secondary market or in a multilateral trading system, or notary intervention if they were not.

Cash from the sale of securities shall be deposited at the disposal of the Bank of Spain or the General Deposit Box.

6. The entity in charge of the accounting register may proceed to the destruction of the securities collected, extending the corresponding document stating that circumstance, which shall also be signed by a representative of the institution. station. In any case, the titles which are not destroyed must be visibly shown to have been cancelled.

7. In the event that the titles covered by the conversion have not been issued, it shall be necessary for it to take place, which shall be the case for certification issued by the issuing authority. The corresponding entries shall be made in favour of those who prove to be holders of the securities and on presentation, where appropriate, of provisional safeguards or extracts of registration issued.

Article 5. Reversibility of the representation of the values by means of annotations in account.

1. The representation of the securities by means of an account being taken into account shall be reversible taking into account the provisions of this Article and Article 30.

2. The reversion of the representation in the accounts shall be authorized by the National Securities Market Commission in consideration of its limited dissemination at the request of the issuing entity.

3. Once the reversion is authorized, the entity in charge of the accounting record in accordance with Articles 7.1 of the Law 24/1988, of 28 July, and 30 of this royal decree, will make delivery to the holders of the corresponding titles, showing the status of depository with respect to these.

Article 6. Naming reservation.

The expressions "values represented by means of annotations in account", "notes on account" or others that may be misleading with them may only be used with reference to marketable securities that are the subject of representation by means of entries in accordance with the provisions of this royal decree or in relation to the financial instruments referred to in Article 47.

Section 2. th Constancy and advertising of the characteristics of the marketable securities represented by means of account annotations

Article 7. Document of the issue.

1. The representation of securities by means of an account shall be entered in the document of the issue in accordance with Article 6 of Law 24/1988 of 28 July.

2. The document of the issue shall contain the following information:

a) Designation of the entity in charge of the accounting record.

b) Denomination of the values and the issuing entity.

c) Number of values, when applicable according to the nature of the value.

d) Nominal value of the securities, where applicable according to the nature of the value.

e) Any other relevant characteristic or condition of the securities; in particular, and in accordance with the nature of the securities, those other which are referred to in the recast text of the Capital Companies Act, approved by the Royal Decree of Law 1/2010 of 2 July, in Royal Decree 1784/1996 of 19 July, approving the Regulation of the Commercial Register " and in other specifically applicable provisions.

3. In the case of emission programmes which include the possibility of issuing values of different characteristics over time, it is sufficient to provide a single document of the issue reflecting which they are common, provided that in Additional certification issued by the administrative body of the issuing entity or by a person with sufficient power to do so shall include the differentiated characteristics. These certificates, the signatures of which must be duly legitimated, shall be deposited and made available to the public together with the copy of the document of the issue as provided for in the following article.

4. The content of the values represented by means of account entries shall be determined by the document of the issue and, where appropriate, the certification provided for in the preceding paragraphs.

Article 8. Deposit of the document of the issue.

1. The issuing entity shall deposit a copy of the issuance document with the entity in charge of the accounting record prior to the practice of the first registration of the securities to which it relates.

2. Prior to such first registration, the issuing entity shall deposit another copy of the issuance document with the National Securities Market Commission, which shall incorporate it into the public register referred to in Article 92.c) of the Law 24/1988, July 28.

3. In the case of securities admitted to trading on an official secondary market or a multilateral trading system, the issuing entity shall deposit another copy of the issuance document with its governing body.

4. In the case of securities that are traded through the Securities Interconnection System, the deposit may be made to the Stock Exchange Company or to any of the securities companies. The entity that receives the document of the issue will make the necessary copies, which will make it to the other entities mentioned above.

Article 9. Advertisement of the document of the issue.

1. The issuing institution, the entity in charge of the accounting register and, where appropriate, the decision-making bodies of official secondary markets or multilateral trading systems shall have at all times available to the holders and the the general public concerned with copies of the document of the issue referred to in this section. For these purposes, such entities shall publish copies on their website when they are legally obliged to have them.

2. In the case of securities being traded through the Securities Interconnection System, this obligation will be placed on the Stock Exchange Company and on all securities trading companies.

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

Article 10. Modifying the characteristics of the settings.

1. The modification of the characteristics of the values represented by means of an account shall be recorded in a document with characteristics similar to the document of the issue, which shall be deposited and made available to the public in the the form provided for in the preceding articles and, if not replaced, together with the initial document.

2. Without prejudice to the possibility of publication in the "Official Gazette of the Commercial Register", the amendment shall be made public in one of the most circulation newspapers in the province in which the issuing entity has its registered office, or on the website of the issuing entity, when it is legally required to maintain such a page.

Article 11. Emissions from public entities.

1. In the case of debt issues of the State, the Autonomous Communities, local authorities and their public bodies and related or dependent entities, the publication of the characteristics of the issue in the official bulletins (a) shall be exempt from the obligations relating to the issuance document referred to in the preceding Articles.

2. In the case of local authorities and their autonomous bodies, publication shall be carried out in the "Official State Gazette".

3. The same regime shall apply to the emissions of other public entities or international bodies, if their regulatory regulation ensures the publication of the characteristics of the issue.

Section 3. Legal Regime of Negotiable Securities Represented by Account Log

Article 12. First registration.

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 record.

2. In the case of securities admitted to trading on an official secondary market or a multilateral trading system such a constitutive effect shall be recorded in the central register by the central securities depository. designated.

3. The securities entered shall be subject to the rules laid down in Chapter II of Title I of Law 24/1988 of 28 July and in this royal decree.

Article 13. 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 time the corresponding entries have been made.

3. The third party who in good faith acquires, for consideration, securities represented by means of a person's account which, according to the entries in the accounting register, appears entitled to transmit them shall not be subject to claim, unless he/she is entitled to at the time of the acquisition has acted in bad faith. The rights and actions of the owner who are held against the persons responsible for the acts in whose virtue the securities have been deprived are hereby left.

4. The issuing institution may oppose, in the case of the acquirer of good faith of securities represented by means of account entries, the exceptions 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 practice of the registration does not validate the possible causes of nullity of the transmission according to the laws.

6. The provisions of this Article are without prejudice to the fulfilment of the requirements which, in respect of the transfer of financial assets, lays down the tax rules, as laid down in Articles 108 and 109 of Law 24/1988, of July 28.

Article 14. 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 constitution of the right or charge shall be enforceable against third parties from the time the corresponding registration has been carried out.

Article 15. Values in co-ownership.

The co-ownership values will be entered in the corresponding accounting record in the name of all the co-holders.

Article 16. Registration legitimisation.

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

2. The issuing entity that performs in good faith the benefit of the legitimated shall be released even if this is not the holder of the value.

Article 17. Priority and successive tract.

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

2. In accordance with the principle of priority, once any registration has been produced, no other registration may be carried out on the same values as is incompatible with the previous one. In addition, the entity in charge of the carrying out of the accounting record shall practice the corresponding entries in accordance with the order of submission.

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

Article 18. Fungibility of the values.

1. The values represented by means of account entries corresponding to the same issue having the same characteristics are fungible. Consequently, the person who appears as the holder in the accounting record shall be a certain amount or balance of the same without reference identifying the individual values.

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

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

Section 4. Legitimization Certificates

Article 19. Certificates of legitimation. Content and classes.

1. The legitimation for the transmission and the exercise of the rights deriving from the securities represented by means of account, or of the limited real rights or charges set out therein, may be credited by means of the the display of certificates in which the identity of the holder of the securities and, where applicable, the limited rights or charges, the identification of the issuing entity and the issue, the class, the nominal value and the number of securities shall be recorded; understand and their date of issue. The certificates shall also contain the purpose for which they have been issued and their term of validity.

Also, other certifications may also be issued that credit, or the existence of judicial or administrative liens, the constitution of garments or any other act or circumstance that has had access to the record.

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

Article 20. Expedition.

1. Certificates shall be issued only at the request of the holder of the securities or beneficiary of the rights and in accordance with the entries in the accounting register, by the entity in charge of the accounting record.

2. Where the entity in charge of the accounting record is a central securities depository in accordance with Article 7.3 of Law 24/1988 of 28 July, the certificates shall be issued:

(a) By the central depositary of securities with respect to the securities of the accounts referred to in Articles 32.1.a), 32.1.c) and 32.2.

In the case of securities of the accounts referred to in Article 32.1.c), the issuance by the central securities depository shall be at the request of the participating entity managing such account upon request of the titular client or beneficiary.

(b) By the participating institutions of the central securities depository with respect to the securities of the accounts of the detailed record referred to in Article 33.

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

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

Article 21. Scope of the certificates.

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

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

Article 22. Quiesce the values.

1. The balance of values on which the certificate is issued shall be fixed.

2. The entities responsible for the accounting records shall not be able to carry out transmissions or levies or to carry out the corresponding entries as long as the certificates have not been returned, except in the case of transmissions resulting from the judicial or administrative executions.

3. Where the entity in charge of the accounting register is a central depositary of securities, it shall not be able to carry out transmissions or charges or to carry out the corresponding entries as long as the certificate has not been restored, except in the case of transmissions resulting from judicial or administrative executions:

(a) The central depositary of securities with respect to the securities of the accounts referred to in Articles 32.1.a), 32.1.c) and 32.2.

(b) The participating entities of the central securities depository with respect to the securities of the account of the detailed record referred to in Article 33.

4. Without prejudice to the possibility of requesting and obtaining the issue of a new one, the user, creditor or beneficiary of other real rights or charges, shall return the certificate issued to him as soon as he is entitled to notified of the transmission of the securities, without affecting the validity and effectiveness of their rights.

5. Members of official secondary markets or multilateral trading systems shall also not be able to execute the sales orders they receive if they are aware that they relate to securities in respect of which they are issued certificates. in force. Except for cases where they are collected on the occasion of such orders, they shall be made available to the entity in charge of the accounting records in the records of which the securities are entered, and those in which they are to be transmitted as consequences of judicial or administrative executions.

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

7. Except as provided for in the last paragraph of Article 19.1, the validity of which shall be the case in which they are issued, the certificates shall expire for the duration of the period in which they are established, which may not exceed six months, or their absence, within three months of their issue.

Section 5. Other Common Rules

Article 23. Provision of data to the issuing entities on the identity of their shareholders.

1. The rules of operation of the central securities depositaries shall contain the provisions necessary to ensure that, within the liquidation process, all transactions relating to shares in companies whose securities are to be registered in the virtue of a legal provision is communicated to those companies.

2. Central securities depositaries shall also establish procedures for informing any company, even if its shares are not necessarily nominative, of the identity of its shareholders that appear in the accounting register, including addresses and means of contact at their disposal to enable communication with those, in accordance with Article 497 of the recast of the Capital Companies Act, approved by the Royal Legislative Decree 1/2010 of 2 July. Central securities depositaries shall establish similar procedures for informing shareholders ' associations and shareholders when the conditions of Article 497.2 of that rule are met.

3. The central securities depositaries shall, without being able to involve the maintenance in the same permanent files, the service of channelling the applications which the companies make on the occasion of the conclusion of any General meeting and with reference to the date referred to in Article 179 of the recast of the Law of Capital Societies, approved by the Royal Legislative Decree 1/2010 of 2 July.

Article 24. Rectification of inscriptions.

1. The entity in charge of the accounting register may only rectify inaccurate entries under a judicial decision, except in the case of purely material or arithmetic errors resulting from the registration itself or from the mere confrontation with the document in whose virtue the registration has been carried out.

2. Where the entity in charge of the accounting register is a central securities depository, it may only rectify inaccurate entries under a judicial decision, except in the case of purely material or arithmetic errors which result from the registration itself or from the mere confrontation with the document in whose virtue the registration has been carried out:

(a) The central depositary of securities with respect to the securities of the accounts referred to in Articles 32.1.a), 32.1.c) and 32.2.

(b) The participating entities of the central securities depository with respect to the securities of the account of the detailed record referred to in Article 33.

3. The rectification seat shall be entered on its date in the book referred to in the following Article.

Article 25. Daily book of inscriptions.

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

2. In the case where the entity in charge of the accounting record is a central securities depository, the book referred to in the preceding paragraph shall be taken by:

(a) The central depositary of securities with respect to the securities of the accounts referred to in Articles 32.1.a), 32.1.c) and 32.2.

(b) The participating entities of the central securities depository with respect to the securities of the account of the detailed record referred to in Article 33.

Article 26. Exercise of economic rights.

1. The rights to interest, dividends and any other economic content shall be exercised through the entities in charge of the accounting record, in whose records the securities are entered.

2. Where the entity in charge of the accounting record is a central securities depository, the collection referred to in the preceding paragraph shall be made through:

(a) The central depositary of securities with respect to the securities of the accounts referred to in Articles 32.1.a), 32.1.c) and 32.2.

(b) The participating entities of the central securities depository with respect to the securities of the account of the detailed record referred to in Article 33.

In any event, the central securities depository shall communicate to the issuing institution promptly, for the purposes of this paragraph, the number of securities entered in the records of each of its institutions. participants.

Article 27. Remuneration.

1. Central securities depositories shall establish the charges applicable to their customers, participating entities and broadcasters for their settlement and registration services and shall be made available to the public in accordance with Article 34 of the 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 depositories and amending Directives 98 /26/EC and 2014 /65/EU and the Regulation (EU) No 236/2012.

2. Participating entities shall also set fees for fees to be charged by their clients for the registration and maintenance of stock balances, including the management services of those securities. These tariffs and their modifications shall be made available to the public and, where applicable to retail customers, shall be communicated to the National Securities Market Commission.

3. The other entities entrusted with the accounting register shall also establish fees to be charged by the issuing entities and their clients for the aforementioned services. These tariffs and their modifications shall be made available to the public and, where applicable to retail customers, shall be communicated to the National Securities Market Commission.

4. However, the provisions of the preceding paragraph shall mean that the first entries of the securities shall be made free of charges for their subscribers or holders.

Article 28. Responsibility.

1. The lack of practice of the corresponding entries, the inaccuracies and delays in them and, in general, the intentional or negligent breach of the rules established for the keeping of the records, will give rise to the the responsibility of the entities in charge of the accounting records, or where applicable, of the participating entities, which are non-compliant against the person who is injured.

2. Central securities depositaries shall be liable for any damage which is directly attributable to them, without prejudice to the responsibilities in which they may incur due diligence in the exercise of their monitoring functions and system control.

3. Central securities depositaries shall provide the injured parties with the information at their disposal in relation to the actions of their participating entities which have resulted in the loss of damage.

4. Where the injury consists of the deprivation of certain values and this is possible, the entity in charge of the responsible accounting register shall acquire securities of the same characteristics for delivery to the injured party.

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

Article 29. Conservation of information.

The entities in charge of accounting records, central securities depositaries and their participating entities shall retain for 10 years the information to allow the reconstructing of the seats practised on behalf of each holder.

CHAPTER II

Accounting record of marketable securities admitted to trading on official secondary markets and multilateral trading systems

Section 1. General Aspects

Article 30. Representation by means of annotations in account.

Securities admitted to trading on an official secondary stock market or on a multilateral trading system shall necessarily be represented by means of an account, taking into account the specialties provided for in Article 38 for foreign securities.

Article 31. Entities in charge of the accounting record.

1. The holding of the accounting record of securities admitted to trading on official secondary markets or in multilateral trading systems shall be the responsibility of a central securities depository and its participating entities.

2. The central securities depository and its participating entities may also, as provided for in this Chapter, carry out the accounts corresponding to securities in respect of which the admission to trading is requested or is to be requested. in official secondary markets or multilateral trading systems. For this purpose, the purpose of applying for admission must be expressed in the prospectus for the issue or the public offering for the sale of securities or in a document presented to the central securities depository. In the event that no admission to trading on official secondary markets or multilateral trading systems is obtained within the time limit provided for in the documents described above, or no admission to trading will be made in the form set out in Article 37.

Article 32. Central Record.

1. Any central securities depository that provides services in Spain shall carry, for each category of securities with the same identification code ISIN ("International Securities Identification Number"), the following accounts in the central to Participating entities ' request:

(a) One or more of the accounts of the participating entities in which the securities balances of which the participating entity is the holder at any time shall be recorded.

(b) One or more general third-party accounts in which the securities balances for the clients of the participating entity or the clients of a third entity that they have entrusted to the institution shall be entered on a global basis. the requesting participant entity custody and the record of details of the securities of those clients.

(c) One or more individual accounts in which securities balances are recorded, in a segregated manner, to those clients of the participating entities that have agreed to take such accounts in the registry central. The management of these accounts will be carried out by the participating entities in the terms foreseen in this royal decree and in accordance with the conditions agreed with the clients.

In the area of clearing and settlement procedures, specialities applicable to such accounts may be established where they are used by certain financial intermediaries which are temporarily liquidated transactions on behalf of professional clients in accordance with Article 78a of Law 24/1988 of 28 July. Such specialities shall be subject to regulation in the rules and regulations of central counterparties, central securities depositaries and, where appropriate, multilateral trading markets and systems.

2. The Minister for Economic Affairs and Competitiveness shall establish the institutions which may apply for an individual account of direct bearing by the central depositary of securities in which their securities in the central register and the securities are recorded in a segregated manner. the conditions under which the same shall be made. These entities shall be public administrations in accordance with Article 2 of Law No 30/1992 of 26 November 1992 on the legal system of public administrations and the common administrative procedure and public bodies linked or dependent on them, the members of the European System of Central Banks and other entities governed by public law and international bodies.

3. The Minister for Economic Affairs and Competitiveness may determine that other entities, for reasons of public interest and taking into account their special characteristics, require individual accounts in the central register of direct bearing by the depositary. core values.

Article 33. Detail record.

1. Participating entities with general third-party accounts shall carry for each category of securities with the same identification code ISIN a record of detail which shall be composed of each of the securities accounts corresponding to each client.

2. Each account in the detail record shall at all times reflect the balance of values corresponding to the holder of the account.

Article 34. Enrollment, locking, and cancellation rules.

1. Entries and cancellations in the accounts of the central register and the details of the details shall be produced by virtue of credit or debit in the respective account.

2. The entry on behalf of the holder to be produced in the accounts of the detailed records of the participating entities or, in the accounts referred to in points (a) and (c) of Article 32.1 and 32.2 in the records by the central depositary of securities shall be the one producing the effects provided for in Articles 9, 10 and 11 of Law 24/1988 of 28 July and its implementing rules.

3. In the accounts of the central register and the records of details, the appropriate control of the values affected by special situations shall be maintained.

4. In any case, it shall be the subject of a breakdown of the values on which limited actual rights or other types of charges are constituted and those for which certificates of legitimation have been issued.

The breakdown and entry of the actual right or charge into the relevant account shall be made by the central securities depository, at the request of the participating entities in the cases referred to in Article 32.1.a) and (c) and application of the account holders in the case of the accounts referred to in Article 32.2.

The breakdown and registration of the actual right or charge shall be made by the participating entities in the case of the accounts of the detail record referred to in Article 33.

5. The participating entities are responsible for the proper recording of securities in the third-party detail accounts, being responsible for the integrity of the identifying data for each of them, as well as for the accuracy of the entries, breakdowns and locks performed on those accounts.

6. The keeping of the records referred to in this Article and, in particular, the data to be entered in each registration, shall be in accordance with the provisions of the following Article and the internal rules of the central depositaries of the values.

Article 35. Control of detail records.

1. In order to facilitate the control and reconciliation of the securities balances recognised in the general accounts of third parties with those recorded in the detail accounts, the participating entities shall organise the detail records by means of a single and standardised coding system of accounts to be regulated by the central securities depository in its internal rules.

2. The coding system shall provide for each class of fungible value information, at least on the identity of the holder listed in the register, the balance of values, the relevant dates, transactions giving rise to a variation of the balance and, where possible to identify, the price of these, as well as the existence of any rights or taxes affecting the securities entered, their date of incorporation and cancellation.

3. Without prejudice to the foregoing, the Minister of Economy and Competitiveness may create any other system of control of the system that complements or replaces the former.

Article 36. Control of system balances.

1. It shall be the primary responsibility of the central securities depositaries to carry out at all times a strict control of the balances of the securities accounts of the central register, as well as the correspondence of the sum of such balances with the total number of values integrated into each emission or fungibles to each other.

2. Participating entities shall perform their registration functions, and in particular, maintain the exact and permanent agreement between the account value balances of their detail records and the stock balances of the general accounts of third parties in the central register.

3. It shall also be the responsibility of the central securities depositories to monitor that the participating entities adequately fulfil their registration functions and in particular that the balance of the securities of the account of the details of the accounts is correspond to the balance of values of the general third-party accounts of the central register.

Article 37. Exclusion of values from negotiation.

1. Where a value ceases to be admitted to trading on any official secondary market or multilateral trading system, the central securities depository shall, within three months of the date of the exclusion of the negotiation being notified to it, adopt the precise measures for the transfer of the securities to the records of the institution designated by the issuing institution unless the institution decides that the holding of the accounting record is followed by the central securities depository, all in accordance with the as provided for in Article 48 and adjusting the lead to that laid down in Section 1 of the Chapter III of Title I.

2. Where, in accordance with the preceding paragraph, the central securities depository is to transfer the securities to another entity in charge of the accounting record, central securities depositories may require their participating institutions to how much data you estimate in order to give your records the stock of securities on the date that you determine and move the values to the records of the other entity.

Article 38. Foreign securities accounting record.

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

2. The sum of the balances of the accounts of those foreign securities in a central securities depository shall at all times coincide with those which, affected by the Spanish market, are recorded in another central securities depository or are maintained in repository or registered by an entity enabled for this purpose. In this case, and without prejudice to the duties of the central securities depository, the National Securities Market Commission may impose that a financial institution with sufficient solvency is responsible for the maintenance of that financial institution. correspondence, adding this function, if any, to those relating to the issuing entity that it can perform.

Section 2. Enrollments Practice

Article 39. First entry in central securities depositories and participating entities of securities represented by means of account entries.

1. The registration in favour of the subscriber of securities represented by means of annotations in respect of which the intention to apply for admission to trading on an official secondary market or in a system is requested the multilateral trading venue shall be conducted by the central securities depository in the central register and by its participating entities in the accounts of the respective details records, by virtue of the information submitted by the issuing institution or the agent entity that the issuing entity would have designated.

2. Registration shall be made when the following requirements have been met:

(a) The central securities depository has at its disposal a copy of the issuance document referred to in Article 7.

b) Participating entities have the consent or corresponding order of the subscribers.

3. The registration in accordance with the provisions of this chapter of securities represented by means of non-traded account annotations on an official secondary market or a multilateral trading system in respect of which it has been requested or there is an intention to request admission to trading shall be made by virtue of the transfer of the accounting record by the institution entrusted to the central securities depository.

In cases where admission is preceded by a public offer to sell the securities, the transfer may refer to the moment immediately preceding the placement, crediting itself to the central securities depository and to the its participating entities who are the holders in the form provided for in the previous paragraph.

4. The registration in accordance with the provisions of this chapter of securities represented by securities not traded on official secondary markets or in multilateral trading systems to be processed into account as the consequence of the request for or the intention to request admission to trading on an official secondary market or in a multilateral trading system shall take place in accordance with the terms set out in Article 4.

5. From the moment when the issuing entities have their shares or other securities issued by them represented by means of notes on account, recorded in the central securities depository, they acquire the obligation to communicate to the latter any circumstances affecting the issuing entity and having an effect on the content of rights and obligations of those securities, as well as the duty to keep data on the issuing entity up to date in the central depositary of values.

Article 40. Registration of transmissions arising from the sale of securities admitted to trading on an official secondary market or in a multilateral trading system.

1. On the date of settlement of securities transactions admitted to trading on an official secondary market or in a multilateral trading system, they have been the subject of prior compensation by a central counterparty of the the central securities depositaries, after checking the adequacy of securities, shall pay the securities and practice the correlative debit in the accounts of the relevant institutions in the central register of the securities with the delivery against payment principle.

2. Participating entities shall simultaneously practice the correlative annotation in the accounts of their detailed records when the settlement affects securities entered in the accounts.

Article 41. Enrollment of other transmissions.

1. Transfers of securities admitted to trading on an official secondary market or in a multilateral trading system for a non-purchase, transfer, and securities lending and other derivative transactions functioning of the securities markets, shall give rise to the corresponding entries as provided for in Articles 54 and 55.

2. The provisions of the paragraph above shall apply to the entries into which the transfer of securities arising from transactions which, in the execution of monetary policy, is carried out by the Bank of Spain, the European Central Bank and the European Central Bank, shall be applied. central banks of the European System of Central Banks.

Article 42. Limited real rights or other charges.

1. The constitution, cancellation or transfer of limited real rights or other charges on securities admitted to trading on an official secondary market or on a multilateral trading system shall be credited in accordance with the rules provided for in Articles 54 and 55:

(a) Before the central depositary of securities, in respect of the securities of the accounts provided for in Articles 32.1.a) and 32.2.

(b) To the participating institution of the central securities depository with respect to the securities of the accounts provided for in Article 32.1.c) and to the accounts of the detailed record referred to in Article 33.

2. Once the constitution, cancellation or transmission referred to in the previous paragraph has been established, the corresponding registration shall be carried out and the breakdown of the values referred to in Article 34.4 shall be carried out:

(a) By the central securities depository in the case of the accounts provided for in Articles 32.1.a), 32.1.c) and 32.2.

b) By the participating entity, in the case of the accounts of the detail record referred to in Article 33.

3. The securities affected by breakdowns provided for in this Article shall not be subject to negotiation through the procurement systems which the official secondary markets or the multilateral trading systems have established and the participating entities shall not make them available to the central securities depository in the settlement process.

Article 43. Amortization of values.

1. In the case of reduction of capital with redemption of shares, the central securities depository, once it has been submitted to it a copy of the reduction deed duly registered in the Mercantile Register, will give the accounts of the the participating entities shall be the securities concerned and shall direct the relevant communications to them, which shall owe the securities to their clients ' accounts.

2. In the case of amortisation for payment of obligations or other representative debt securities, the payment through the participating entity shall be reported by the participating entity to the central securities depository, which shall degenerate the securities by directing communication to that entity for the purposes set out in the previous paragraph.

3. In the remaining depreciation assumptions, the central securities depository shall be credited in the manner provided for in Article 56 (3) for the extinction of the securities.

Article 44. Management of the rights and obligations of economic content associated with the securities.

1. The recognition, exercise, fulfilment and payment of the rights and obligations of economic content associated with the securities corresponding to the registered holders shall be carried out through the central securities depositaries and its participating entities.

2. The issuing entity shall designate an agent entity for the management of the rights and obligations referred to in this Article. The agent entity shall be a participating institution of the central securities depository.

3. The issuing entity shall, by itself or through the agent entity, communicate to the governing body of the official secondary markets or to the multilateral trading systems in which its application is admitted to trading on its behalf. securities, as well as the central securities depository responsible for the registration thereof, the details of the rights or obligations of economic content that the securities generate, as soon as the relevant agreement has been adopted, according to the Article 36b of Law 24/1988 of 28 July.

4. The internal regulations of the official secondary markets or multilateral trading system and the central securities depository shall establish the form, content and time limits to be followed by the communications referred to in paragraph 3. to enable the settlement of the above rights and obligations to be carried out.

Article 45. Specialties in the exercise of the right of preferential subscription.

1. The allocation of the preferential subscription rights shall follow the procedure laid down in Article 44

2. For the purposes of the exercise of preferential subscription rights, irrespective of the final stage and in order to facilitate the exercise, the central securities depository shall implement a procedure for verification, with reference to the date of the same. to set a trading session prior to the last trading session to be held within the subscription period, the position, buyer or seller, which each participating entity would maintain as a result of the trading of subscription developed up to that point.

3. The central securities depository shall establish a system of penalisation of participating entities which at the end of the subscription period are not in a position to deliver all the subscription rights that have been sold. by them or by those who have them registered in their registers.

Article 46. Internal record of loan of securities.

1. For securities lending transactions, participating entities shall keep an internal record of the securities to be lent, whether on their own account or by clients.

2. Participating entities shall reconcile whenever requested by the National Securities Market Commission, and at least quarterly, the duration of the operations to be lent to ensure the accuracy of the outstanding balance of the securities provided and those taken on loan.

Section 3. Extra Application

Article 47. Financial instruments, other than marketable securities, admitted to trading on official secondary markets and multilateral trading systems.

1. The carrying out of the accounting records for futures and options and other derivative financial instruments admitted to trading on an official secondary market or in a multilateral trading system, represented by notes, it shall be governed by its specific provisions, resulting in an additional nature to those of this royal decree.

2. In the case of futures and options and other derivative financial instruments represented by notes that are admitted to trading exclusively in a multilateral trading system, the conduct of the accounting record shall be shall be governed by its specific provisions and in the absence of those applicable to official secondary markets.

CHAPTER III

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

Section 1. Entity in charge of the accounting record

Article 48. Designation of the entity in charge of the accounting record.

1. The holding of the accounting record of securities not admitted to trading on official secondary markets or in multilateral trading systems shall be the responsibility of the entity designated by the issuing institution, which shall be a service undertaking of investment or credit institution authorised to carry out the activity provided for in Article 63.2.a) of Law 24/1988, of 28 July or a central depositary of securities in accordance with the provisions of Article 7.2 of that Act.

2. The acceptance of the designated entity and the registration of the designation in the register provided for in Article 92.a) of Law 24/1988 of 28 July

be a prerequisite for the commencement of the conduct of the accounting record of each issue.

3. In the event that the entity in charge of the designated accounting record is a central securities depository, the accounting record keeping system shall follow the provisions of Chapter II of Title I.

Article 49. Replacement and resignation of the entity in charge of the accounting record.

1. The issuing institution may transfer the accounting record of an issue of securities not admitted to trading on official secondary markets or in multilateral trading systems to a new entity in charge to be designated in accordance with the provided in the previous article of this royal decree.

The effectiveness of the replacement shall be conditional upon the transfer to that entity of the accounting record by the replaced entity, with such a transfer being made at the time the new entity in charge can fully assume the holding and communicate this circumstance to the National Securities Market Commission for incorporation into the register referred to in Article 92 (a) of Law 24/1988 of 28 July.

The expenses incurred by this replacement process shall be borne in the form agreed by the parties and, failing that, by the issuing entity.

2. The entity in charge of the accounting register may give up its function by proposing to the issuing entity the designation of an investment firm or credit institution referred to in Article 48, which is prepared to take it into account.

Within the month following the waiver, the issuing entity must designate a surrogate entity. Where the issuing institution has not designated a substitute, the entity in charge of the accounting record shall be the entity proposed by the waiving entity. In any event, the effectiveness of the substitution shall be conditional upon the transfer of the accounting record in the terms of the preceding paragraph.

The expenses that originate in this case will be borne by the waiving entity, unless otherwise agreed between the entities affected by the replacement.

3. Investment firms and credit institutions in charge of accounting records may not modify their declaration of activities by deleting the activity referred to in Article 63.2.a) of the Law 24/1988 of 28 July, without having effectively replaced in the conduct of the same in accordance with the provisions of the preceding paragraphs.

Article 50. Forced replacement of the entity in charge of the accounting record.

1. The entity in charge of the accounting record shall be replaced when any of the following causes:

(a) The appearance of any of the causes of dissolution provided for in Article 363 of the recast of the Capital Companies Act, approved by Royal Decree 1/2010 of 2 July 2010.

(b) The imposition of sanctions to prevent the development of the ancillary investment service of custody and administration on behalf of clients of the financial instruments and in particular the revocation of the authorisation as the penalty as provided for in Article 102.1.e of the Law 24/1988 of 28 July and in Article 97.1.b of Law 10/2014 of 26 June 2014 on the management, supervision and solvency of credit institutions, or the suspension or limitation of the type or volume of activities as a sanction with the scope provided for in Articles 102.1.b) and 103.1.b) of Law 24/1988, of 28 July.

(c) Where, without prejudice to the responsibilities arising, the National Securities and Exchange Commission appreciates substantial deficiencies in the conduct of the accounting records, and determines, upon its hearing, its replacement, at which charge the costs arising from it shall be borne.

2. The entity in charge of the accounting record shall communicate to the issuing entity the concurrence of any of the above.

3. Within the month following that communication, the issuing entity shall designate a new entity in charge of the accounting register, which shall comply with the provisions of Article 48.

4. For reasons of urgency, the National Securities Market Commission may, before the deadline referred to in the previous paragraph, directly designate the new entity in charge of the accounting register, without prejudice to the the issuing entity may proceed to replace it in accordance with Article 49. The new entity in charge of the accounting register designated by the National Securities Market Commission, which may be a central securities depository, shall proceed without delay to take all necessary steps to begin carrying out effectively the accounting record.

This procedure shall also apply where the designation of the new entity in charge of the accounting record does not occur within the time limit referred to in the previous paragraph.

Section 2. Accounting Record Carage

Article 51. The value registry system.

1. The accounting record of securities integrated in an issue of securities not admitted to trading on official secondary markets or multilateral trading systems shall at all times reflect the balance of each holder, with the breakdowns that are coming. In any event, those who are affected by limited real rights or other types of charges and those in respect of which they have been issued shall be the subject of a breakdown.

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

Article 52. Checking balances.

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

2. To this end, the entities entrusted with the accounting registry shall establish internal control and verification systems which shall inform the National Securities Market Commission, prior to its application. The National Commission shall, where appropriate, make any comments which it considers appropriate in order to ensure the effectiveness of such systems, observations which shall be binding.

Article 53. First enrollment of the values represented by means of annotations in account.

1. The registration in favour of the subscriber of securities represented by means of account entries shall be carried out when the entity in charge of the accounting record:

(a) Have at your disposal the document of the issue referred to in Article 7.

b) Be aware of the consent or the existence of the orders of the subscribers, by virtue of the relationship provided by the issuing institution or, where appropriate, the financial institution that has directed the placement of the issue.

2. The first entry of securities represented by means of an account taken as a result of the conversion of securities shall be carried out in accordance with Article 4.

Article 54. Enrollment of the transmissions.

1. The entries derived from the transfer of securities shall be carried out by the entities in charge, as soon as the document is presented, in any durable medium, supporting the act or contract.

2. Where the transfer relates to the ownership of securities subject to limited real rights or encumbrances, as soon as the registration is carried out, the entity in charge shall communicate it to the user, creditor or beneficiary of the lien, which, without prejudice to the possibility of requesting and obtaining the issue of a new certificate, must give back the certificate issued to them as soon as the transmission of the securities is notified to them.

3. Before proceeding to the registration, the entities must always demand the proper documentary accreditation of the concurrency of the consents and keep for ten years copies of the documents, in any durable medium, accreditative of the acts, contracts, notifications and consents referred to in the preceding paragraphs.

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

Article 55. Registration of limited real rights or other charges.

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

2. The cancellation of limited real rights shall require the consent of the beneficiary or the accreditation of the determining factor of its extinction and, where appropriate, the refund of the certificates issued.

Article 56. Amortization of values represented by annotations in account.

1. In the case of a reduction in capital with a write-down of shares, the entity in charge of the accounting record shall give the corresponding balances on the basis of the presentation of the reduction deed duly entered in the Register Commercial, which shall be deposited in accordance with Article 8.

2. In the case of amortisation for payment of obligations or other debt securities, the registration shall be cancelled after the payment has been made to the holders. Where the entity in charge has no direct intervention in the payment, it shall not practice such cancellation until it has the consent of the holder of the value or has a document proving the payment issued by a financial institution.

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

TITLE II

Clearing and Settlement of Values

CHAPTER I

Common provisions applicable to central counterparties and central securities depositaries

Article 57. Social statutes.

1. The social statutes of central counterparties and central securities depositaries and their modifications shall require the approval of the National Securities Market Commission. In the case of central counterparties, the prior report of the Bank of Spain shall be required.

No amendments shall be required for amendments resulting from compliance with laws or regulations, judicial or administrative decisions, or minor changes, provided that they have been raised, with prior to the request, consult the CNMV on the need for authorisation and have not considered it necessary. These amendments shall in any event be communicated to the National Securities Market Commission within a period not exceeding two working days from the adoption of the agreement.

2. The social statutes of central counterparties and central securities depositaries shall regulate their operation by avoiding the inclusion of ambiguous or insufficiently developed rules, and shall in any event:

(a) The provisions necessary to ensure compliance with their specific rules, as set out in Article 2.

b) The ends necessary to ensure the proper realization of their social object.

c) The composition of the collective organs of society.

(d) The arrangements for the adoption of agreements by the collective bodies of the company, specifying the arrangements which will require qualified majorities to be adopted.

Article 58. Board of Directors and senior management.

1. Central counterparties and central securities depositories shall have a board of directors, composed of at least five members.

2. The entities referred to in the preceding paragraph shall have at least one Director-General.

3. The appointments of the members of the Board of Directors and of the Directors General or Assimilated shall be authorized in advance by the National Securities Market Commission for the purposes of verifying compliance with the The Court of Justice of the European Communities, of the Court of Justice of the European Communities, of the Court of Justice of the European Communities, of the Court of Justice of the European Communities, of the Court of Justice of the European Communities Regulation (EU) No 648/2012 of 4 July 2012 and Article 27 of Regulation (EU) No 909/2014 of 23 December 2012 on the July 2014.

In the event that they exist, these requirements shall also be required of the dominant entities within the meaning of Article 42 of the Trade Code, central counterparties and central securities depositaries.

Article 59. Shareholders and shareholders with significant shareholdings.

To assess the suitability of shareholders with significant holdings, for the purposes of compliance with Article 30.2 of Regulation (EU) No 648/2012 of 4 July 2012 and 27.6 of Regulation (EU) No 648/2012. 909/2014 of 23 July 2014 shall take into account, inter alia, the following factors:

a) Your Honorability.

(b) The assets of such shareholders to meet the commitments made.

(c) The performance of non-financial activities or high risk financial activities that may adversely affect or expose the central counterparty or the central securities depository.

Article 60. Economic regime.

1. Central counterparties and central securities depositaries shall comply with the capital requirements laid down in Article 16 of Regulation (EU) No 648/2012 of 4 July 2012 and in their implementing rules and in the Article 47 of Regulation (EU) No 909/2014 of 23 July 2014 and its implementing rules, respectively.

2. Central counterparties and central securities depositaries shall keep the National Securities Market Commission informed of the criteria for determining the adequacy of their own resources, including their degree of liquidity and the mechanisms for its implementation, in accordance with the risks that they assume at each moment.

3. The share capital shall be made up of nominative shares which shall be fully subscribed and disbursed and the foreign resources shall at no time exceed the accounting value of own resources.

4. Central counterparties and central securities depositaries shall act in accordance with the principles of their own resources and their coverage by their users of the cost of the services provided, enabling their clients to access separately to the specific services provided.

5. Central counterparties and central securities depositaries shall forward to the National Securities Market Commission before 1 December of each year their annual estimate budget, in which they shall be expressed in detail. the prices and commissions to be applied, as well as any subsequent amendments to its economic regime.

Central securities depositories shall separately itemize prices and commissions for each service and function from which they derive their income, including discounts and minorings and the conditions to benefit from them, as well as the subsequent modifications to that budget, prices, commissions, discounts and minorations. In the budget of central securities depositories, the costs and revenues of the basic services provided by those associated with ancillary services shall be separated.

The National Securities Market Commission may collect from central counterparties and central securities depositories the timely extension of the documentation and data on which the pricing of their pricing is based. and commissions.

Within one month of the full receipt of the documentation, the National Securities Market Commission may provide for exceptions or limitations to the maximum prices of those services in the terms provided for in the Articles 44 bis.5 and 44 ter.4 of Law 24/1988 of 28 July.

6. Central counterparties and central securities depositaries shall submit their annual accounts for approval by the general meeting of shareholders, after audit of the accounts in accordance with the terms of Article 86 of the Law 24/1988, of July 28. The audit report shall be sent to the National Securities Market Commission for examination, which may direct the central counterparties and central securities depositaries to the recommendations it deems relevant without delay. prejudice to other powers which correspond to it in accordance with the legislation in force.

Article 61. Independent audits.

Central counterparties and central securities depositories shall inform the National Securities Market Commission of the results of the independent audits to which they are required to submit with the periodicity. set out in the applicable regulations.

CHAPTER II

Centralized compensation

Article 62. Intervention by a central counterparty.

1. In accordance with Articles 31 bis.7 and 125.3 of Law 24/1988 of 28 July, the centralised clearing by a central counterparty of transactions relating to shares and rights to subscription shares shall be compulsory. they are made in multilateral contracting segments of official secondary markets and multilateral trading systems.

2. Central counterparties performing the activity provided for in the previous Article shall define in their operating rules the requirements to be met by the operations in order to be able to be accepted in their processes.

3. The Minister for Economic Affairs and Competitiveness may lay down the obligation for centralised compensation by a central counterparty in relation to marketable securities other than those referred to in paragraph 1.

Article 63. Procedure for the performance of the central counterparty.

1. Once the central counterparty accepts the transactions, it shall record them in their accounts in accordance with their own rules, shall novate the accepted transactions, becoming a buyer for the seller and seller for each buyer; and assign the buying and selling position of each transaction in the corresponding account opened in accordance with the structure of accounts defined in the Regulation and, where applicable, in the circulars that complete it for subsequent settlement.

2. The central counterparty shall calculate for each account opened by each member the securities and cash positions at each settlement session giving rise to net or gross settlement instructions, on the basis of the criteria it has established and shall send settlement instructions to the central securities depository.

3. The central securities depository shall process the settlement instructions in accordance with its internal operating rules.

Article 64. Access to the member condition of the central counterparty.

1. Central counterparties shall enter into a contract with each member which shall detail the legal relations between the parties. The status of a member shall be forfeited by resignation or non-compliance, in the terms provided for in the rules of procedure referred to in Article 44 ter.4 of Law 24/1988 of 28 July.

2. The rules of procedure referred to in Article 44 ter.4 of Law 24/1988 of 28 July 1988 shall determine the rights and obligations of each of the parties to be included in the contract.

3. The members shall have the control systems and the technical means necessary to carry out their duties properly, in particular those resulting from the information system governed by Article 44 (f) of the Treaty. Law 24/1988 of 28 July and of Regulation (EU) No 648/2012 of 4 July 2012 and its implementing rules.

Article 65. System of guarantees.

1. In order to ensure compliance with their obligations, the members of the central counterparties and their clients shall constitute the guarantees required by the central counterparty in accordance with the provisions of the Article 44 ter.7 of Law 24/1988 of 28 July 2012 in Regulation (EU) No 648/2012 of 4 July 2012 and in their respective internal regulations.

2. Central counterparties shall ensure that such a guarantee system is effective, risk-based and regularly reviewed, adequately covering their credit exposures to their members.

Article 66. Functions and powers of monitoring and control of the central counterparty.

1.Without prejudice to the powers of supervision, inspection and sanction corresponding to the National Securities Market Commission, in accordance with Title VIII of Law 24/1988 of 28 July, counterparties The central bank shall ensure the correction and efficiency of the clearing processes and the control and mitigation of the counterparty risk.

2. To this end, central counterparties shall have the responsibility for monitoring and controlling the operational and the risks and guarantees of their members, which they shall carry out in accordance with the applicable rules and their respective rules. internal regulations.

3. Central counterparties shall draw up a monitoring and control procedures manual, which shall be communicated to the National Securities and Exchange Commission for its members, in which it shall lay down the criteria objectives that will guide their monitoring and control work.

The National Securities Market Commission may, where appropriate, require any modifications it deems appropriate in order to ensure compliance with this royal decree and other applicable regulations.

This monitoring and control procedure manual will be reviewed when necessary, and at least once a year. These reviews will be communicated to the National Securities Market Commission, which will be further informed annually, of the relevant issues that have been raised as a result of their implementation.

4. In addition, for the proper performance of the monitoring and control functions attributed to this Article, central counterparties shall, irrespective of the obligations of their members, be required to:

(a) Require its members, in terms and time limits to be determined in their internal rules, as much information as they deem necessary for the exercise of their supervisory functions, as well as to inspect directly, in the the premises of the entities themselves and with their consent, the activities of the entities. In the event of a lack of consent from these institutions, the central counterparties shall report this to the National Securities Market Commission.

b) To urge its members to correct within the time limits laid down in their internal regulations, or in their absence, as soon as possible, the incidents of operation, improprieties of the information and normative defaults identified in their monitoring and control functions, without prejudice to the duty of the members themselves to correct such incidents, incorrections and non-compliances on their own initiative.

(c) To immediately bring to the attention of the National Securities Market Commission the facts and actions of which it is aware in the exercise of the monitoring and control functions, which may lead to evidence of infringement rules of mandatory compliance or non-compliance with the principles inspiring the regulation of the securities market.

d) To provide to the National Securities Market Commission how much assistance it requests in its oversight, inspection, and sanction functions.

5. Central counterparties shall determine, in accordance with their rules of procedure, the necessary measures to be taken in the event of any non-compliance by their members, without prejudice to the liability of their members. administrative in which they may incur. In any event, these measures should include the possibility of imposing on their special members information and surveillance obligations, as well as the total or partial suspension of the activity or the exclusion of the activity.

6. Where the non-compliance and corrective measures referred to in the previous paragraph may affect the management of the securities clearing or settlement processes, the central counterparties shall communicate them to the Commission. National Stock Market immediately. The National Securities Market Commission may suspend its application or leave them without effect when it considers that such measures infringe existing legislation or impair the proper development of clearing and settlement activities in the stock markets.

CHAPTER III

Settlement of values

Section 1. Specific Provisions applicable to central securities depositories

Article 67. Participating entities.

1. Institutions which, in compliance with the requirements laid down in the applicable rules, belong to one of the following categories may acquire the status of a participating entity in the central securities depositaries:

a) Credit institutions.

(b) Investment service undertakings which are authorised to provide the custody and self-administration service or clients of financial instruments.

c) The Banco de España.

d) The General Administration of the State and the General Treasury of Social Security.

e) Those institutions governed by public law and private legal persons where a general provision expressly enables them to be a participating entity in a central securities depository.

(f) Other central depositories of securities authorised in accordance with Regulation (EU) No 909/2014 of 23 July 2014.

(g) Central counterparties authorised or recognised in accordance with the provisions of Regulation (EU) No 648/2012 of 4 July 2012.

2. Participating institutions may request central securities depositories to open and maintain in the central register the accounts which they provide for the proper development of their business, in accordance with the typology of accounts as provided for in Article 32 and provided that they meet the requirements that may be established in each case by the central securities depositaries in their rules of procedure.

3. All participating entities shall always maintain the securities of those who hold their own securities accounts in the central register.

Article 68. Access to the participant entity condition.

1. Central securities depositaries shall enter into a contract with each participating entity which shall detail the legal relationships between the parties.

2. The internal regulations of the central securities depositaries referred to in Article 44 bis.3 of Law 24/1988 of 28 July shall determine the rights and obligations of each of the parties to be included in the contract.

3. The participating entities shall have the necessary control systems and technical means in order to adequately fulfil the functions which they are responsible for, in particular those resulting from the information system governed by Article 44 (f) of the Treaty. of Law 24/1988 of 28 July 2014 and of Regulation (EU) No 909/2014 of 23 July 2014 and its implementing rules.

Article 69. Loss of the participant entity condition.

1. The status of a participating entity shall be lost to the causes determined by the internal rules of the central securities depository and, in any event, by the waiver of such a condition to be accepted by the central depositary of prior securities. communication to the National Securities Market Commission.

2. Without prejudice to Article 44 (7) and (8) of Law 24/1988 of 28 July 1988, central securities depositories shall ensure that the securities entered in the central register and in the accounts of the detailed register by the institution to lose the participant entity condition are transferred to another participating entity.

Article 70. Management and administration functions of central securities depositories.

1. The participating entities shall be required to comply with the rules of procedure and how many circulars the central securities depositaries adopt in the framework of the settlement and registration functions attributed to it by Law 24/1988 of 28 July 2001. royal decree and, the regulation itself.

2. Where the circulars referred to in the preceding paragraph may affect the management of the liquidation processes or the system of conduct and control of the accounting records, the central securities depositaries shall communicate them to the National Securities and Exchange Commission and the Bank of Spain within 24 hours of its adoption and publish them in the Bolletins of the official secondary markets and multilateral trading systems to which it provides service.

3. The National Securities Market Commission may suspend the application of circulars or leave them without effect when it considers that such circulars infringe existing legislation or impair the proper development of settlement and registration. accounting in accordance with the principles that, according to this royal decree, should inspire them.

Article 71. Advisory functions of central securities depositories.

Central securities depositories shall advise the National Securities Market Commission at the request of the Securities Market or by raising motions in all matters relating to the settlement of securities and the conduct of securities. the accounting records.

Article 72. Complaints.

1. Central securities depositaries shall examine and provide adequate response to any claims received in connection with the development of their registration or settlement activities as well as the performance of their participating entities.

2. Without prejudice to the adoption of the necessary measures to correct the irregularities which the complaint may reveal, the central securities depositaries shall, in the defence, decide on their content, advising the claimant, where appropriate, on their rights and the existing legal channels for their exercise.

3. The procedure relating to the treatment of complaints shall comply with the provisions of Article 32.2 of Regulation (EU) No 909/2014 of 23 July 2014.

Article 73. Monitoring and control functions of central securities depositories.

1.Without prejudice to the powers of supervision, inspection and sanction corresponding to the National Securities Market Commission pursuant to Title VIII of Law 24/1988 of 28 July, the central depositaries of securities shall ensure the proper conduct of the accounting records and the correction and efficiency of the settlement processes and shall, for this purpose, exercise monitoring and control functions on the registration and settlement activity of the entities participants in their systems.

2. Central securities depositaries, in the exercise of their monitoring and control functions shall at least:

(a) Check the correct conduct of the registration, in its two steps, to safeguard the exact correspondence between the total number of securities corresponding to the same issue and the one credited to the corresponding accounts, in both the central register and the detail records. To this end, central securities depositories shall at least take the following measures:

1. Regular Arquites, in order to verify that the overall balance of the third-party general accounts of the participating entities in the central registry of the central securities depository coincides with the sum of the balances on accounts opened by its customers in the detail records. The monitoring and control manual referred to in paragraph 3 shall fix the frequency with which these tonnage shall be carried out.

2. Complementary Arqueos, in order to verify that the balances of the client accounts at the end of a given day between two dates, coincides with all the movements communicated to the information system provided in the Article 44 septies of Law 24/1988, of 28 July, of the Stock Market.

b) Control and promote the efficiency and correction of settlement processes, monitoring the effective settlement of all transactions, in particular those which, as a result of the clearing, are settled by notes practiced in the accounts of the detail records held by the participating entities. The central depositaries shall monitor the delays in the settlement of the participating entities and shall inform the management board on a quarterly basis of the incidents that have occurred in this respect. an indication of the entities involved and of the securities to which such delays relate.

c) Maintain an efficient framework for risk management arising from the management of settlement systems.

d) Develop specific guidelines or ratios that take into consideration, among other aspects, minimum service levels, risk management expectations, and business priorities. For the purpose of their periodic review, central securities depositories shall establish assessment processes and parameters and set a specific frequency of review.

e) Adopt specific measures for the identification, control, management and reduction of the operational risks to which they are exposed. Central securities depositaries shall provide the National Securities and Exchange Commission and the Bank of Spain with information on any such risk that is detected in accordance with Article 45.6 of Regulation (EU) No 139/2014. 909/2014 of 23 July 2014.

3. Central securities depositories shall draw up a monitoring and control procedures manual, which shall be communicated to the National Securities and Exchange Commission for its participating entities, in which it shall establish the objective criteria that will guide their monitoring and control work.

The National Securities Market Commission may, where appropriate, require any modifications it deems appropriate in order to ensure compliance with this royal decree and other applicable regulations.

This monitoring and control procedure manual will be reviewed when necessary, and at least once a year. These reviews will be communicated to the National Securities Market Commission, which will additionally be reported annually on the relevant issues raised as a result of their implementation.

Article 74. Powers of monitoring and control and reporting obligation to the National Securities Market Commission.

1. In addition, for the proper performance of the monitoring and control functions attributed in the previous article, central securities depositories shall, irrespective of the obligations of their participating entities:

(a) Require participating entities, in terms and deadlines to be determined in their internal rules, as much information as they deem necessary for the exercise of their monitoring and control functions and to inspect directly, in the premises of the entities themselves and with their consent, the activities of the entities. In the absence of such consent, central securities depositories shall direct communication to the National Securities Market Commission.

b) To urge participating entities to correct any incidence of functioning, inaccuracy and non-compliances detected in their monitoring and control functions, without prejudice to the duty of the entities themselves participants to correct such incidents, inaccuracies and non-compliances on their own initiative.

c) To immediately bring to the attention of the National Securities Market Commission the facts and actions of which it has knowledge in the exercise of its own functions and which may result in infringement of Compliance with or deviation from the guiding principles of the regulation of the Securities Market.

d) To provide the National Securities Market Commission with any assistance in its supervisory, inspection, and sanction functions. The National Securities Market Commission may require central securities depositaries to provide accurate information to assess compliance with their monitoring and control obligations as well as to establish standards for the development of securities. such activity.

2. Central securities depositaries shall specify in their rules of procedure and in the monitoring and control procedures manual referred to in Article 73.3, the assumptions and the manner in which they shall develop the powers conferred on them. points (a) and (b) of the previous paragraph.

3. Central securities depositories shall determine, in accordance with their internal rules, the necessary measures to be taken in the event of non-compliance by the participating entities, without prejudice to the administrative liability in which such entities may incur. Among others, these measures may consist of the imposition of special duties on information and surveillance, the total or partial suspension of the activity or the exclusion of the activity.

4. Where the non-compliances and corrective measures referred to in the preceding paragraph may affect the management of the settlement processes or the holding system of the securities accounting registry, the central securities depositaries they must communicate them to the National Securities Market Commission immediately. The National Securities Market Commission may suspend its application or leave them without effect when it considers that such measures infringe existing legislation or impair the proper development of settlement and registration activities in the stock markets.

5. Central securities depositaries shall also provide for any cooperation requested by the collecting societies of those official secondary markets or multilateral trading systems to which they provide services, in particular in on the functions of the reception and dissemination of information laid down in the regulations for collecting societies.

Section 2. General Rules on Securities Settlement and Market Infrastructures

Article 75. Settlement of transactions on marketable securities.

1. The settlement of transactions on marketable securities admitted to official secondary markets or to multilateral trading systems established in accordance with Spanish law shall be carried out by a central securities depository, with the prior to the intervention, where appropriate, of a central counterparty designated by those.

2. In order to comply with the above paragraph, companies governing the official secondary markets and multilateral trading systems shall conclude agreements with at least one central securities depository and, where appropriate, one or more of the following: central counterparties.

3. The provisions of the above paragraph are without prejudice to the right of the issuing entities to designate the entity in charge of the accounting register in accordance with Article 49 of Regulation (EU) No 909 /2014 of 23 July 2014, as well as of the the right to designate the system of settlement of transactions which is recognised to the members of the markets in accordance with Article 44d of Law 24/1988 of 28 July 1988.

Article 76. Infrastructure agreements.

1. Relations between official secondary markets and multilateral trading systems established in accordance with the Spanish legislation with central counterparties and with central securities depositories designated by the ECB. those will be regulated through the relevant conventions.

2. The subscription of agreements by central securities depositories shall require their timely communication to the National Securities Market Commission, except in the case of interoperable links within the meaning of Article 19 of the Regulation. (EU) No 909/2014 of 23 July 2014, in which case authorisation by the National Securities Market Commission will be required, following a report by the Banco de España.

3. The agreements signed by the central counterparties will require, in accordance with Article 44b of the Law 24/1988, of July 28, of approval by the National Securities Market Commission, after the Bank of Spain's report.

Article 77. Relationships between members and participants of the infrastructure.

1. The members of the official secondary markets and of the multilateral trading systems established in accordance with the Spanish legislation shall designate a participating institution in the central securities depository and, where appropriate, a member of the central securities depository. a central counterparty, with which the market or the system has concluded an agreement for the clearing and settlement of transactions executed on them.

This designation shall not be required when members of the markets or multilateral trading systems are in turn members of the central counterparty and participants in the central securities depository. corresponding. It shall also not be necessary to designate a participating institution in the central securities depository if the clearing member, thus considered in accordance with the rules of procedure of the designated central counterparty already has such a condition.

2. The clearing members and the participating entities shall act on behalf of the negotiating members and their clients, taking into account the actions required by the central counterparties and the depositaries. core values to liquidate contracted operations.

3. The relationship between the negotiating members, the clearing members and the participating entities in the central securities depositories shall be regulated in written contracts.

The regulations of official secondary markets, multilateral trading systems of central counterparties and central securities depositories shall, in the field of their respective activities, regulate the mandatory minimum content of these contracts.

Section 3. First Rules applicable to the Negotiable Securities Settlement Procedure

Article 78. Guiding principles of the trading settlement system.

1. The settlement system shall comply with the principles of delivery against payment, objectification of the date of settlement and financial neutrality, in the terms set out in the following paragraphs.

2. Central securities depositories shall only sell transactions in respect of which there is sufficient and available balance of securities or cash.

3. Transfers of securities and cash resulting from the settlement shall be carried out or ordered by the central securities depositaries in a simultaneous manner.

4. The settlement for each session in an official secondary market or in a multilateral trading system shall take place a pre-fixed number of days thereafter, in accordance with the provisions of Regulation (EU) No 909/2014 of 23 July 2014. of 2014. The securities settlement system shall aim to achieve settlement before the end of the day of the planned settlement date. In any case, the settlement account must be closed before the start of the next session.

5. Charges and credits in cash accounts derived from securities and cash transfer orders will have the same day value.

Article 79. Communication, acceptance and execution of securities and cash transfer orders.

1. Central securities depositaries shall determine in their internal regulations the requirements to be contained in the securities and cash transfer orders received from their participating entities in order to accept and proceed with their securities. settlement.

2. In the light of the arrangements for procurement or the possible intervention of a central counterparty, the central securities depositaries shall establish in their internal rules the various forms of communication, acceptance and implementation. of securities and cash transfer orders.

3. Central securities depositaries shall report to the official secondary markets, to the multilateral trading systems, to the central counterparties with which they have concluded an agreement, and to their participating entities. settled transactions and, where applicable, of the incidents produced.

Article 80. Settlement of assets and securities.

1. The settlement of transactions that have been communicated to a central securities depository by a central counterparty, an official secondary market, a multilateral trading system or its participating entities, shall be shall perform on the business date specified in accordance with the internal rules of the central securities depository.

2. Settlement of transactions shall entail transfer of securities, transfer of assets or both.

3. The central securities depository shall proceed to the settlement of securities by crediting and debiting the securities in the accounts of the central register and the participating entities shall simultaneously practice the securities. the correlative annotation, where applicable, in the accounts of its detail records.

Article 81. Prevention and control of settlement failures by central securities depositories.

1. Central securities depositaries shall establish the mechanisms necessary to prevent and manage possible defaults on the delivery of securities or on the payment of cash within the time limit set for settlement.

2. These mechanisms shall include processes for the recycling and partial settlement of transfer orders and may include the establishment of a plurality of settlement cycles, mechanisms for the selection of securities transfer orders and cash in order to maximise the number and the amount of the transactions settled, as well as any other procedure which, in the light of the typology of transactions and the possible intervention of a central counterparty, is considered adequate to meet the objective of achieving greater efficiency in the outcome of the settlement.

3. Those mechanisms shall be in accordance with Articles 6 and 7 of Regulation (EU) No 909/2014 of 23 July 2014 and their implementing rules.

Article 82. Management of settlement failures with intervention by a central counterparty.

1. In accordance with the provisions of the applicable European and national rules, in the event of non-compliance with the settlement, the central counterparty shall:

a) In the event of non-payment, you will take steps to proceed with the sale of the securities and replace the payment obligations to the failed buyer.

(b) In the case of a lack of securities, it shall initiate the established procedures for the repurchase of the necessary securities on the market for delivery to the buying party.

In the event that this buyback is unsuccessful or is not possible within the time limits set, the buying party will receive cash economic compensation.

The procedure for determining the purchase transaction that will result in cash compensation shall be developed in the internal rules of the central counterparty.

2. Without prejudice to the provisions of the previous paragraph, in the case of insufficient securities, the central securities depository may articulate a securities lending procedure, as an agent, at the disposal of the counterparty. and its members, in order to enable them to perform their duties on the delivery of securities.

The central counterparty may then take on-loan securities on its own behalf on behalf of the defaulting seller and deliver them to the buyer party. The term of the loan may not extend beyond the maximum date of the repurchase process stipulated by the European rules so that if the loan repayment has not occurred, the central counterparty shall proceed to buy the securities on the market for return to the lender.

Where there is a securities lending procedure referred to in this paragraph, it shall be used as a first measure in the management of defaults prior to the repurchase process.

The provisions of this paragraph are without prejudice to the possibility that other securities lending schemes may also exist outside the central securities depository.

3. The central counterparty shall also establish mechanisms which, including pecuniary penalties, constitute a deterrent to possible breaches of the settlement of transactions by its members.

Article 83. Management of failures in the non-intervention of a central counterparty.

1. In the event of non-compliance in the settlement of transactions in which a central counterparty is not involved, central securities depositories shall proceed in accordance with Articles 6 and 7 of the Regulation (EU). No. 909/2014 of 23 July 2014 and its implementing rules.

2. Central securities depositaries shall also establish mechanisms which, including pecuniary penalties, constitute a deterrent to participating entities that cause settlement failures.

Article 84. Management of corporate events in case of delays or defaults in settlement.

1. As provided for in Article 36 ter.3 of Law 24/1988 of 28 July, central securities depositories shall make appropriate adjustments in respect of the settlement of transactions on securities which have been assigned a right or an obligation where, due to delays or eventual failures in the settlement of transactions, the securities have not been allocated to recipients entitled to such securities

2. In addition, where it intervenes in the settlement process, the central counterparty may make appropriate adjustments to the securities lending operations referred to in Article 82 in order to compensate the creditor. for the economic rights that correspond to it in accordance with the rules established by the central counterparty.

CHAPTER IV

Information system for the monitoring of trading, clearing, settlement, and securities registration

Article 85. Information system for the supervision of trading, clearing, settlement and securities registration.

1. The system of information, transmission and storage of data provided for in Article 44 septies.1 of Law 24/1988 of 28 July 1988 applicable to securities admitted to trading on an official secondary market or in a multilateral system of negotiation shall be managed by the central securities depository designated in accordance with Article 7.3 of that law for the conduct of the accounting record.

2. The data to be sent to the information, transmission and storage system shall comprise all those necessary for the proper fulfilment of the objectives set out in Article 44 (3), and in particular shall include: identification and detail of the operations performed, the values concerned and the entitlements concerned.

3. The rules of operation of the information, transmission and storage system referred to in Article 44 septies.7 of Law 24/1988 of 28 July 1988 shall be laid down in the rules of procedure of the central depositary of securities which The system of information, transmission and storage shall provide details of the data to be sent to the system. In particular, the Regulation shall establish the appropriate procedures for resolving any incidents which may take place and in particular the lack of communication of the complete data referred to in paragraph 2.

The technical, administrative and operational requirements and processes applicable to the processing of such data shall be detailed in the internal rules of the central securities depository.

4. The Minister of Economy and Competitiveness, or through his express rating, the National Securities Market Commission, will be able to develop the provisions of this chapter.

Additional disposition first. Reporting obligations for adaptation to the new system of clearing, settlement and securities registration.

1. The official secondary markets and multilateral trading systems which, at the date of entry into force of this standard, have admitted to trading shares through their multilateral trading systems, the counterparties the central authorities designated by them and the Society of Systems will publicly make public, through their regular dissemination systems and in good time, the date of commencement of the new system of clearing, settlement and registration of securities according to this royal decree.

They shall also publish the operational, technical and legal requirements to be met by their respective members and participating entities to operate in accordance with the new system, as well as the procedures and time limits for these justify their compliance with each of the infrastructures.

2. Before the date referred to in paragraph 1, the official securities markets, the multilateral trading systems and the central counterparties designated by them, as well as the Society of Systems shall amend their internal rules and operating procedures as foreseen in this royal decree. They shall also be provided with any means necessary for their implementation. They shall also check prior to the date of entry into operation of the new system of clearing, settlement and securities registration, that their participating members and entities meet the requirements laid down for carrying out the tasks. that in each case they correspond according to the provisions of this royal decree and the internal regulations of the aforementioned infrastructures.

In addition, these infrastructures shall establish and publish in good time the special transitional rules to allow the settlement of pending settlement operations at the entry into force of this royal decree.

3. The Systems Society shall only return the bonds which the participating entities would have constituted in accordance with the rules of operation prior to the entry into force of this royal decree as it is proving the absence of such outstanding obligations under such rules by the participating entities.

4. Participating entities and clearing members shall provide their clients with the possibility to choose between the options for the use of existing accounts in the Central Securities Depositary and in the Central Counterparty Entity. They must also inform them of the option they will apply by default if the customer does not expressly express their preference. If the entities receive an order or instruction relating to securities, without the customer having expressly opted for any of the options offered, they must apply the one that they would have communicated by default to the customer.

Additional provision second. Fixed income.

1. The changes introduced by this royal decree will not apply to the fixed income securities admitted to trading on official secondary markets or to multilateral trading systems, nor to the public debt negotiated on the market. referred to in Chapter III of Title IV of Law 24/1988 of 28 July, to date and in terms determined by the Minister for Economic Affairs and Competitiveness.

Until that time and for these securities, Royal Decree 116/1992 of 14 February on the representation of securities by means of account and clearing and settlement of securities transactions shall remain in force. the derogation from its first section of Chapter II of Title I, which shall be repealed, where the first section of Chapter II of Title I of this royal decree is to be replaced.

2. Equally since the entry into force of this royal decree, the exercise of the rights or obligations associated with the securities referred to in paragraph 1 shall be governed by the provisions of Article 44.

Additional provision third. Follow-up report.

Before a year has been completed since the entry into force of this royal decree, the central counterparties performing functions referred to in this royal decree and the central securities depositaries they provide services in Spain will draw up a report on the problems that have arisen in their implementation, identifying the reforms which, in their opinion, should be introduced in their text. That report shall be raised to the National Securities Market Commission.

Additional provision fourth. Single electronic format of annual financial reports.

With effect from 1 January 2020, the annual financial reports referred to in Royal Decree 1362/2007 of 19 October 2007, for the development of the Law 24/1988 of 28 July, of the Securities Market, in with regard to transparency requirements for information on issuers whose securities are admitted to trading on an official secondary market or on another regulated market in the European Union, shall be drawn up in an electronic format only to present the information, provided that the European Securities and Markets Authority, established by Regulation (EU) No 1095/2010 of the European Parliament and of the Council of 24 November 2010 establishing a European Supervisory Authority (European Securities and Markets Authority) has carried out an analysis of the cost-benefit.

Additional provision fifth. Loan of securities of collective investment institutions.

1. Collective investment institutions may grant securities to their portfolios on loan in accordance with the provisions of the number 7. of the Order of the Minister for Economic Affairs and Finance of 25 March 1991 on a credit system in operations cash stock, or for loans that may in turn be used by central counterparties and central securities depositories to ensure delivery at the settlement date.

2. At no time shall the total effective value of the securities provided in accordance with the above paragraph exceed 50 per 100 of the effective value of the equity of the collective investment institution.

3. The loans referred to in the preceding paragraphs of this provision shall always be remunerated at market prices.

First transient disposition. Adaptation to this royal decree.

Operations on shares and subscription rights of shares whose trading has been carried out prior to the date of entry into force of this royal decree shall be settled and recorded in accordance with the envisaged system. prior to that date, even if they are subsequently settled.

Second transient disposition. Validity of certificates issued.

1. The certificates of legitimization issued prior to the date of entry into force of this royal decree will remain valid according to the rules that will result from application, understanding for not putting the information on the references of record.

2. Where the institution in charge of the accounting register is a central depositary of securities and the securities referred to in that certificate are to be entered in another type of account of the securities referred to in Article 32 of this royal decree of the the same participating entity, the entity that issued the certificate shall collect it and perform the necessary actions for the issue of a new one that accredits the balance noted in the new account.

3. Where the entity that issued the certificate ceases to be a participant in the entry into force of this royal decree, the new participating entity in charge of recording the corresponding securities shall carry out the necessary actions to to obtain, with the collaboration of the first entity, the issue of certificates attesting to the balance of values blocked.

Transitional provision third. Choice of home Member State for issuers whose securities have been admitted to trading before 27 November 2015.

In relation to paragraph two of the second final provision amending Article 2 of Royal Decree 1362/2007 of 19 October 2007 for issuers whose securities have already been admitted to trading on a market (a) the period of three months referred to in Article 2.7 of that royal decree shall start from the date of the first day of the first day of the first day of the year of the first day of the month in which the date of the application of the decision of the competent authority of the Member State of origin has been completed; to be counted on November 27, 2015.

Transitional disposition fourth. Notification of significant shareholdings in accordance with the new obligations.

Those natural or legal persons who are required to notify significant units, in accordance with the provisions of this royal decree in Royal Decree 1362/2007, of 19 October, in the wording given by this royal decree, shall have a period of 15 days, from its entry into force pursuant to the provisions of the seventh final provision, to notify the National Securities Market Commission of the percentage of voting rights held by the an agreement with the notification models that are approved for those purposes.

In particular, they must notify:

(a) Required subjects who have a proportion of rights that are added to the voting rights attributed to financial instruments that have a reporting threshold.

(b) obligated subjects who hold financial instruments whose voting rights are attributed to them to achieve or exceed any notification threshold.

Those legal persons who have made voting rights communications including their positions in the trading book and in stabilisation operations shall have a period of 15 days to forward, where appropriate, to the new communications of voting rights adjusted to the new regulations.

As long as there is no approval by Circular of the National Securities Market Commission for new models of communication of significant stakes, the models set out in Circular 2/2007, of 19 of 19 will continue to be applied. December, of the National Securities Market Commission, approving the models for the notification of significant units, directors and directors, of the issuer's operations on its own shares and other models.

Transient disposition fifth. Report on payments made to public administrations to which the additional provision of Law 22/2015, of 20 July 2015, of Audit of Accounts is concerned.

The obligations resulting from the consideration of the report on payments made to public administrations to which the additional provision of Law 22/2015 of 20 July 2015 on Audit of Accounts is referred to as regulated information in Article 2 of Royal Decree 1362/2007 of 19 October 2007 shall only be payable in respect of activities carried out in economic years starting from 1 January 2016.

Single repeal provision. Regulatory repeal.

As many provisions of the same or lower rank are repealed, they oppose the provisions of this royal decree and, in particular:

(a) Royal Decree 116/1992 of 14 February on the representation of securities by means of account and clearing and settlement of securities transactions, without prejudice to the provisions of the additional provision The second is fixed income.

(b) Decree 1506/1967 of 30 June, approving the Regulation on Trade Bags.

(c) The first article of the Order of 31 July 1991 on the disposal of securities on loan by the institutions for collective investment and the system of own resources, information and accounts of the management companies collective investment institutions.

Final disposition first. Amendment of Royal Decree 1310/2005 of 4 November 2005, for which the Law 24/1988, of 28 July, of the Market of Securities, on admission to trading of securities in official secondary markets, of bids is partially developed public for sale or subscription and the prospectus required for such purposes.

A new wording is given to paragraph 3. of article 4.b) of Royal Decree 1310/2005 of 4 November 2005, for which the Law 24/1988, of 28 July, of the Market of Securities, on admission to trading of securities in official secondary markets, of public offering of sale or subscription and of the prospectus required for such purposes, which is read as follows:

" 3. º For all issuers, domiciled in a State other than a Member of the European Union, of securities not referred to in paragraph 1. the Member State of origin shall be the Member State in which the securities are offered to the for the first time after 27 November 2015 or in which admission to trading on a regulated market for the first time is requested, at the choice of the issuer, the offeror or the person applying for admission.

In the event that an admission of such securities has occurred without the issuer's request and, therefore, the home Member State would have been determined without its will, or in the event that the securities cease to be admitted to trading on an official secondary market or regulated market in its home Member State, but is admitted to trading in another Member State or other Member State, in accordance with Article 2 of Royal Decree 1362/2007, 19 In October, the issuer may choose a Member State of different origin, in accordance with the provided in the preceding paragraph. "

Final disposition second. Amendment of Royal Decree 1362/2007 of 19 October 2007 implementing Law 24/1988 of 28 July on the Stock Market in relation to the transparency requirements relating to information on issuers whose securities are admitted to trading on an official secondary market or on another regulated market in the European Union.

Royal Decree 1362/2007 of 19 October is amended as follows:

One. Paragraph 2 is amended and a new paragraph 3 is inserted in Article 1, with the following literal wording, and paragraphs 3 and 4 are listed as paragraphs 4 and 5:

" 2. The regulated information includes:

(a) The periodic information provided for in Articles 35 and 35a of Law 24/1988 of 28 June of the Stock Market.

(b) The relative to the significant holdings and to the transactions of the issuers on their own shares in the terms of Articles 53 and 53a of the Law 24/1988 of 28 July of the Stock Market.

(c) The total number of voting rights and capital rights at the end of each calendar month during which an increase or decrease occurred, as a result of changes in the total number of voting rights to which refers to the second subparagraph of Article 53 (1) of Law 24/1988 of 28 July 1988 on the Stock Market and in accordance with the provisions of that paragraph.

(d) The relevant information referred to in Article 82 of Law 24/1988 of 28 July of the Stock Market.

(e) The report on payments made to the public authorities referred to in the additional provision of Law 22/2015 of 20 July 2015 on Audit of Accounts.

3. For the purposes of this royal decree, any natural or legal person governed by public or private law, including a State, whose securities are admitted to trading on an official secondary market or market, shall be considered to be an issuer. Regulation of the European Union.

In the case of certificates admitted to trading on an official secondary market or on another regulated market domiciled in the European Union representing shares or bonds, the issuer shall be considered to be the issuer of the certificates. securities represented by such certificates, irrespective of whether or not they are admitted to trading in any of the above markets.

For the purposes of this royal decree, references to legal persons shall be understood to include registered business associations lacking legal personality and trusts. "

Two. A new wording is given to Article 2, in the following terms:

" Article 2. Source Member State definition.

1. For the purposes of applying this royal decree, Spain is understood to be a Member State of origin in accordance with the following rules.

2. For issuers either of shares or of debt securities whose nominal unit value is less than EUR 1000, or less than their euro equivalent at the date of issue when they are denominated in foreign currency, Spain shall be deemed to be Source Member State:

(a) When issuers established in a Member State of the European Union have their registered office in Spain.

(b) When the issuer is constituted in a non-member State of the European Union and has elected Spain as a home Member State, provided that its securities are admitted to trading on an official Spanish secondary market. This choice shall maintain its effects while the issuer has not chosen a new home Member State in accordance with paragraph 5 and has communicated its choice in accordance with paragraph 6 of this Article.

3. For issuers of securities other than those referred to in paragraph 2, it shall be understood that Spain is a home Member State when the issuer chooses it as long as:

a) The issuer has its registered office in Spain, or

(b) The securities have been admitted to trading on an official Spanish secondary market.

4. The choice by the issuer of Spain as a Member State of origin referred to in paragraph 3 above shall be unique and valid for at least three years, unless:

(a) Your securities cease to be admitted to trading on any regulated market in the European Union, or

(b) The issuer becomes subject to the provisions of paragraphs 2 or 5 during the three-year period.

5. Where the securities of an issuer which has chosen Spain as a home Member State in accordance with paragraphs 2 (b) and 3 cease to be admitted to trading on any official Spanish secondary market, the issuer may choose as a Member State of origin to another Member State of the European Union provided that the newly elected Member State of origin is one in which the securities of the issuer are admitted to trading on a regulated market or, for issuers of securities other than those of referred to in paragraph 2, the Member State in which the issuer has its registered office.

6. Issuers for which Spain is its home Member State in accordance with the provisions of this Article shall:

(a) Communicate this condition to the National Securities Market Commission, to the competent authorities of all host Member States, and where appropriate, to the competent authority of the Member State in which they have their Social address, and

b) Spread this condition in accordance with Articles 4 and 7.

7. If, within three months after admission to trading on a secondary Spanish official market, the issuer of such securities has not communicated the choice of its home Member State, pursuant to paragraph 2.b) or on the basis of the following: paragraph 3, it shall be automatically understood that Spain is a home Member State.

If in the cases referred to in the preceding paragraph, in addition to an official Spanish secondary market, the securities would have been admitted to trading on other regulated markets located or operating in more than one State. member, Spain shall be understood to be one of the home Member States until the issuer subsequently chooses and communicates a single home Member State. '

Three. Article 11.2 is amended as follows:

" 2. The period for publishing and disseminating the six-monthly financial report for the first six months of the financial year shall be no more than three months after the end of the six-month period of the financial year of the issuer to which it relates.

The deadline for publishing and disseminating the second half-yearly financial report required of issuers whose shares are admitted to trading on an official secondary market or on another regulated market domiciled in the European Union shall be two months after the end of the second half of the financial year of the issuer to which it relates. '

Four. Article 21 is amended as follows:

" Article 21. Obligations of issuers with registered offices in a non-Member State of the European Union.

1. In cases where Spain is a State of origin and the issuer has its registered office in a Member State not a member of the European Union, the National Securities Market Commission may exempt it from compliance with the provisions of Article 2 (2) (b) of the Treaty. requirements relating to the content of the obligations laid down in this Title, provided that the legislation of the State in which it has its registered office requires requirements equivalent to this royal decree or when the issuer complies with the obligations imposed by the legislation of a third State which the National Securities Market Commission considers equivalent to the Spanish.

Equivalent requirements will be considered, among others, the following:

(a) In relation to the annual management report, when in accordance with the law of your country, include at least the following information:

1. An objective description of the evolution and the results of the issuer's business and its situation, involving a balanced and comprehensive analysis, taking into account the magnitude and complexity of the company. It shall also describe its main risks and uncertainties.

2. º An indication of the relevant facts after the accounting closure.

3. An indication of the foreseeable future development of the issuer.

b) In relation to the interim management report, when in accordance with the law of your country, in addition to requiring summary annual accounts, this report includes at least the following information:

1. A description of the evolution of the business during the intervening period.

2. A indication of the expected development of the issuer over the next six months.

3. For issuers of shares, important transactions with related parties referred to in Article 15.2, except that they have been published and broken down as relevant.

(c) In relation to the intermediate declaration, when the issuer is obliged, in accordance with the law of its country, to publish quarterly financial reports.

(d) In relation to the responsibility for the content of annual and half-yearly financial information, where the law of its home country requires one or more persons within the issuer to assume responsibility for such information. information, and in particular, of the following:

1. The compliance of financial statements with the rules on reporting or the set of applicable accounting standards.

2. The objectivity of management analysis included in the management report.

e) In relation to the individual annual accounts of the issuer which is not obliged, in accordance with the law of the country, to be drawn up, when, when formulating its consolidated accounts, it is obliged to include the following information:

1. For stock issuers, computed dividends and the capacity for their payment.

2. º For all issuers, where applicable, the minimum capital, equity and liquidity requirements.

To verify the equivalence requirements, the issuer shall be able to provide additional audited information on its individual accounts relating to the previous breakdowns, which shall be drawn up in accordance with the regulations of your country.

(f) In relation to the individual accounts of the issuer which is not obliged, in accordance with the law of his country, to draw up consolidated accounts, where those individual accounts are drawn up in accordance with the rules international financial information adopted in accordance with the Regulations of the European Commission or in accordance with national accounting standards which are equivalent to those. If they are not equivalent, the individual accounting information shall be reformulated and audited.

2. In any case, the disclosure of the information in accordance with the rules of the State of origin, as well as its communication, will be necessary on the part of the issuer, in the terms indicated in this royal decree to the National Market Commission Values.

The information covered by the requirements established in the third country shall be subject to the control and registration referred to in Article 6 and shall be the subject of communication and dissemination in accordance with Articles 4 and 7.

3. The CNMV shall inform the European Securities and Markets Authority of the exemptions it grants in accordance with this Article. '

Five. A second paragraph is added to Article 22 with the following wording:

" The National Securities Market Commission is also enabled to develop the technical specifications regarding the way in which the regulated information referred to in this Title should be referred to the Article 5 of this royal decree. "

Six. Article 23.1 (c) is amended as follows:

"(c) Certificates representing shares, in which case the holder of such certificates shall be the holder of the underlying shares represented by the certificates."

Seven. Article 28 is amended as follows:

" Article 28. Financial instruments conferring the right to acquire shares already issued that attribute voting rights or have a similar economic effect.

1. The obligation to notify shall also apply to any person who owns, acquires or transmits, directly or indirectly, the following financial instruments where the proportion of voting rights, scope, exceeds or falls below the percentages set out in Article 23.1:

(a) Financial instruments which, at their maturity, confer the unconditional right or discretion to acquire, exclusively on the own initiative of that holder and according to formal agreement, shares already issued which attribute voting rights of an issuer whose shares are admitted to trading on an official secondary market or on another regulated market domiciled in the European Union.

(b) Financial instruments that are not included in (a) above, but which are referenced to shares mentioned therein and which have an economic effect similar to that of those financial instruments, with independence from whether or not they are entitled to liquidation by physical delivery of the underlying securities.

For the purposes of this Article, securities, options contracts, futures, financial swaps (swaps) shall be considered as financial instruments. , term interest rate agreements, differences contracts and any other similar contract or economic effects agreement that can be settled by physical delivery of the underlying or cash values as well as those other than can determine the Minister of Economy and Competitiveness and, with its express rating, the National Securities Market Commission.

By formal agreement, any agreement is understood to be binding in accordance with applicable law.

2. For the purposes of calculating the number of voting rights, the following rules apply:

(a) The number of voting rights shall be calculated by reference to the total theoretical amount of shares underlying the financial instrument, except where the financial instrument exclusively provides for cash settlement, in which case the number of voting rights shall be calculated by means of a delta-adjusted method (price sensitivity of the instrument at the price of the underlying value) by multiplying the number of shares underlying the instrument delta.

(b) The holder of the financial instrument shall add and notify all financial instruments defined in the previous paragraph referring to the same issuer of the underlying.

(c) Only long positions that cannot be offset with short positions related to the same underlying issuer shall be taken into account for the calculation of voting rights.

3. The required notification shall include the following information:

(a) the resulting situation in terms of voting rights,

(b) where applicable, the chain of controlled companies through which financial instruments are effectively held,

c) the date the threshold was reached or passed,

(d) in the case of instruments with a period of time, an indication, where appropriate, of the date or time period in which the shares will be acquired or may be acquired,

e) the expiration or expiration date of the instrument,

f) the identity of the holder, and

g) the name of the issuer of the underlying.

For the purposes of point (a), the percentage of voting rights shall be calculated on the basis of the total number of voting rights and the corresponding capital, according to the most recent publication made by the issuer and published on the website of the National Securities Market Commission.

4. The notification required shall separately express the breakdown of the financial instruments held in accordance with paragraph 1.a. of those instruments held in accordance with paragraph 1 (b), distinguishing, in turn, between the following: those who give the right to settlement by physical delivery of the underlying securities and those giving the right to cash settlement.

5. The notification shall be sent to both the National Securities Market Commission and the issuer of the underlying financial instrument.

If a financial instrument has more than one underlying, the subject obliged to send notification, it shall separately consider the financial instrument when drawing up the notification, a notification being submitted. separated by each issuer of the underlying shares.

6. The derogations provided for in Articles 33.1 to 4 and Articles 25 and 26 shall apply with the necessary adaptations to the notification requirements set out in this Article.

7. The calculations referred to in this Article shall be carried out in accordance with the provisions of Delegated Regulation (EU) 2015/761 of 17 December 2014. '

Eight. A new Article 28a is created, with the following wording:

" Article 28a. Notification of aggregate voting rights positions.

1. The notification obligation shall also apply to any person who, directly or indirectly, owns, acquires, transmits or has the possibility to exercise, the voting rights associated or attributed by the shares and other financial instruments referred to in Articles 23, 24 and 28, where the proportion of the aggregate voting rights, reach, exceeds or falls below the percentages set out in Article 23.1.

2. The notification required in this Article shall include the breakdown of the number of voting rights associated with shares held in accordance with Articles 23 and 24 and the number of voting rights referred to in Article 28.

3. Voting rights which have already been notified in accordance with Article 28 shall be notified again where the natural or legal person has acquired the underlying shares and, as a result of that acquisition, the total number of rights to voting associated with the shares issued by the same issuer shall reach or exceed the thresholds laid down in Article 23.1. '

Nine. Three new paragraphs 4, 5 and 6 are introduced in Article 33, passing the current paragraph 4 to the new paragraph 7:

" 4. To the voting rights held in the trading book as defined in Article 4.1.86) of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for institutions credit and investment firms, and amending Regulation (EU) No 648/2012 of 4 July 2012, provided that:

(a) Voting rights held in the trading book do not exceed 5 percent, and

(b) The voting rights associated with the shares held in the trading book are not exercised or otherwise used to intervene in the management of the issuer.

5. The voting rights associated with shares acquired for the purpose of stabilisation in accordance with Commission Regulation (EC) No 2273/2003 of 22 December 2003 implementing Directive 2003 /6/EC of the European Parliament and of the Council Council with regard to exemptions for repurchase programmes and the stabilisation of financial instruments, provided that the voting rights associated with such shares are not exercised or otherwise used to intervene in the management of the issuer.

6. The calculation of the percentages in paragraphs 3 and 4 of this Article shall be carried out in accordance with the provisions of Commission Delegated Regulation (EU) 2015/761 of 17 December 2014 supplementing Directive 2004 /109/EC of the European Parliament and of the Council European Council and the Council as regards certain regulatory technical standards on major shareholdings. '

Ten. A new wording is given to Article 35 (1), in the following terms:

" 1. The notification to the issuer and the National Securities Market Commission shall be made as soon as possible and no later than the maximum of four working days after the date on which the person has known or should have met. the circumstance that gives rise to the obligation to notify in accordance with the following rules of this article.

For the purposes of this paragraph, it is understood that the subjects required to communicate should have been aware of the acquisition, transfer or the possibility of exercising voting rights within two working days. following the transaction, regardless of the date on which the acquisition, transfer or possibility of exercise of the voting rights takes effect. "

Once. A new wording is given to Article 35 (8), in the following terms:

" 8. The notification periods referred to above shall also apply to the operations carried out on financial instruments referred to in Article 28.1 and to the obligation to notify the aggregate positions of voting rights to the referred to in Article 28a. '

Twelve. A new paragraph 6 is added to Article 44, with the following wording:

" 6. In any case, the disclosure of the information in accordance with the rules of the State of origin, as well as its communication, will be necessary on the part of the issuer, in the terms indicated in this royal decree to the National Market Commission Values.

The information covered by the requirements established in the third country shall be subject to the control and registration referred to in Article 6 and shall be communicated and disseminated in accordance with Articles 37, 38 and 42. "

Final disposition third. Competence title.

This royal decree is issued in accordance with the provisions of Article 149.1, Rules 6., 11. and 13. of the Spanish Constitution, which attribute to the State jurisdiction over commercial and procedural law, bases of the ordination of credit, banking and insurance, and bases and coordination of overall economic activity planning, respectively.

Final disposition fourth. Incorporation of European Union law.

This royal decree partially incorporates into Spanish law Directive 2013 /50/EU of the European Parliament and of the Council of 22 October 2013 amending Directive 2004 /109/EC of the European Parliament and of the Council of the Council on the harmonisation of transparency requirements relating to information on issuers whose securities are admitted to trading on a regulated market, Directive 2003 /71/EC of the European Parliament and of the Council on the a prospectus to be published in the event of a public offering or admission to trading of securities; and Commission Directive 2007 /14/EC laying down detailed rules for the application of certain requirements of Directive 2004 /109/EC.

Final disposition fifth. Faculty of development.

The Minister of Economy and Competitiveness or, with his or her enablement, the National Securities Market Commission may dictate the precise provisions for the execution and development of what is foreseen in this royal decree.

Final disposition sixth. Application of other rules.

1. In accordance with the provisions of the sixth transitional provision of Law 11/2015 of 18 June 2015 on the recovery and resolution of credit institutions and investment firms, Article 53 (3) of the Law 24/1988, of 28 June 1988, On the basis of the wording of paragraph 6 (B) of the final provision of Law 11/2015, the Securities Market shall apply from the date set out in paragraph 4 of the seventh final provision of this royal law. decree.

2. In accordance with the provisions of the transitional provision seventh of Law 11/2015, of 18 June:

(a) The amendments made by paragraphs 4 to 8, 12, 13, 15, 21, 22 and twenty-nine of the first subparagraph of point (A) shall apply from the date set out in the paragraph 1 of the seventh final provision of this royal decree. However, the amendments to paragraph 12 shall not apply to fixed income securities admitted to trading on official secondary markets.

(b) The new wording of Article 44a of Law 24/1988 of 28 July, given by paragraph 10 of that final provision, shall apply the day following that of the publication of this royal decree in the Official Gazette. of the State, without prejudice to the fact that, in accordance with paragraph 2 of the seventh transitional provision of Law 11/2015 of 18 June 2015, the additional 17th of the Law 24/1988 of 28 July and Article 69.4 of the Regulation (EU) No 909/2014, of 23 July 2014, the Society of Management of the Systems of Registration, Compensation and Liquidation of Securities shall continue to be authorised as a central securities depositary in accordance with national rules until it receives authorisation under that Regulation (EU) No 909/2014 of 23 July 2014.

Final disposition seventh. Entry into force.

1. This royal decree will enter into force on February 3, 2016.

2. Article 76, the third additional provision, the fourth transitional provision, the first provision and paragraphs one, two, four to six and 12 of the second final provision shall enter into force on the day following that of the publication of the this royal decree in the "Official State Gazette".

3. Paragraph 3 of the second final provision of this royal decree shall enter into force on 20 December 2015.

4. Paragraphs 7 to 11 of the second final provision shall enter into force on 27 November 2015.

Given in Madrid, on October 2, 2015.

FELIPE R.

The Minister of Economy and Competitiveness,

LUIS DE GUINDOS JURADO