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...

Read the untranslated law here: http://www.boe.es/buscar/doc.php?id=BOE-A-2015-10637

I the proper functioning of the system of clearing, settlement and registration of securities is a fundamental element for the entire financial system. Indeed, the so-called poscontratacion phase involves a series of agents and infrastructure that ensure the performance of operations on financial instruments.

The search for improved efficiency and greater stability in the poscontratacion has led the European Union to draw up a series of rules on the matter as the Regulation (EU) No. 648/2012, of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, entities of central counterparty and records of operations (known as EMIR Regulation) and Regulation (EU) No. 909/2014 the European Parliament and of the Council of July 23, 2014, on improving the settlement of securities in the European Union and the central securities depositories and by amending Directive 98/26/EC and 2014/65/EEC and Regulation (EU) No. 236/2012. On the other hand, the Eurosystem is pushing the TARGET2-Securities project to create a pan-European platform which carry out the liquidation of operations on values, which will begin operation this year. All this will result in the achievement of a true single market in financial services in poscontratacion in the European Union which will impact positively on the financial system in general.

At the national level, identified the need to reform the system of clearing, settlement and Spanish Securities registry to adapt to the new European context which has gradually been taking shape. In this sense, the law 32/2011, 4 October, by which modifies Law 24/1988, of 28 July, securities markets, meant the beginning of the reform process which was completed with the first law 11/2015, June 18 final provision of recovery and resolution of credit institutions and investment service companies.

As stated in 2011, the reform of the system of clearing, settlement and registration of securities rests on three cornerstones: 1) the intervention of an entity of central counterparty in operations of multilateral character of official secondary markets and multilateral trading systems that will allow a liquidation by net balances; (2) the Elimination of the principle of insurance in the delivery thanks to the management of the risk of return to the figure of the central counterparty entity; held and (3) the Elimination of the current registration system of equities based on registry references to switch to a system based on balances of securities as already occurs in the system of registration of fixed-income securities.

Comes now to develop and finalize the elements on which is based the new system to advance thus the comparability of our system of clearing, settlement and registration of securities to the procedures more used by the markets of our surroundings, favoring a reduction in operating costs and to improve the competitive position of our markets, institutions and infrastructure.

II title I of Royal Decree deals, in chapter I of the representation of securities through a book-entry and maintains, in essence, the same legal regime of annotations existing note that established the Royal Decree 116/1992, of February 14, on representation of securities through a book-entry account and clearing and settlement of stock exchange transactions. Amendments to this part respond to the need to develop adjustments introduced by the first final provision of the law 11/2015, of 18 June, in articles 5 and 6 of law 24/1988, of 28 July both in relation to the reversibility of the representation of values through book-entry requirements that must meet the issuing document.

Secondly, and still in chapter I of this title I, has been necessary to realize in connection with the issuance of certificates of legitimacy, tethering registry values and enrollment of the transmissions, among other issues, the cases in which they operate the participating institutions or the central depository of securities according to the type of account in which the affected values are reported.

Chapter II of title I develop amendments to articles 7 and 7 bis of law 24/1988, of 28 July which clarify the structure and operation of the Spanish system of values. This articulated on two levels forming the so-called double-step system. The first step is a central registry managed by the central securities depository while the second tier is composed of the so-called detail records that manage the entities participating in the depository.

Also details the types of accounts that can have the entities participating in the central depository of securities. It is necessary to mention the specialties that the infrastructure involved in trading, clearing and settlement of securities may be established in relation to the operating procedures applicable to accounts that can be used in certain financial institutions, in order to allow them to have deadlines slightly broader than the generals for the identification of customers on behalf of those who are operating. It is of utmost importance to make it clear that these special procedures, which must be regulated in the rules of procedure and other internal rules of the infrastructure, they may be applied only when the provision of the service of investment associated to that account exclusively for professional clients. Central securities depositories shall ensure compliance with this requirement by controlling the resulting annotations on the liquidation of such operations in the accounts of the central registry or detail are practiced in favor of professional investors.

In addition, it envisaged control mechanisms necessary to consolidate the change of a system based on so-called registry references to a system based on balances of securities, with the detail records control and control of the system balances.

Chapter III comprehensive title I of Royal Decree with the rules applicable to the accounting records of unsupported values to negotiation in official secondary markets or multilateral trading systems.

Title II deals with questions relating to securities settlement and the legal regime of infrastructure markets, i.e. entities of central counterparty and central securities depositories. In what refers to the central securities depositories, in chapter I takes the form the application of the Regulation (EU) No. 909/2014, on July 23, 2014, with regard to the articles of Association of central securities depositories and its economic regime, among other issues.

Then chapter II of title II governs cases in which must necessarily intervene an entity of central counterparty in certain operations in segments of recruitment multilateral official secondary markets and multilateral systems of negotiation, taking into account European legislation which is collected in the Regulation (EU) No. 648/2012 on July 4, 2012. Take advantage to develop part of article 44 ter of law 24/1988, of 28 July, which, although very slightly modified in paragraph eleven of the first final provision of the law 11/2015, suffered a major reform with the law 32/2011, on 4 October, whose development is now done in this Royal Decree.

We must make special reference to the obligations of monitoring and control to be carried out both entities of central counterparty and central securities depositories in relation to the performance of its participating entities. As established in the law, these infrastructures shall ensure, in the field of their respective competencies, the correct operation and efficiency of the clearing and settlement of transactions and securities registry. In this way, is of utmost importance that foreseen in this Royal Decree, monitoring and control manuals detailing enough concrete measures that shall be implemented to ensure the proper functioning of the system of clearing, settlement and registration of securities.

Chapter III of this title II focuses on the securities settlement developed in the first section, concerning the performance of the central securities depositories in this particular phase of the poscontratacion while that in the second and third sections are detailed rules for the settlement of operations on securities, agreements between infrastructure , the principles governing the settlement system and the prevention and control of failed in the liquidation.
Finally, chapter IV develops new article 44 septies of the law 24/1988, of 28 July, in relation to the specific information system for the monitoring of the clearing, settlement and registration of securities. This information system, called poscontratacion interface, will be managed by the central depositary of securities and will have the information provided by the participants in the process of poscontratacion, such as trading centers, institutions of central counterparty, etc. His goal last is to allow the traceability of the operations, control risks and guarantees, the proper keeping of the two levels of registration and the correct settlement. It will be a vital element for the supervision by the National Commission of the stock market of the proper functioning of all phases of poscontratacion all time that disappear registry as a control element references.

Among the additional provisions, emphasizes the first, whose objective is to make it clear that amendments to this Royal Decree do not apply to the values of fixed income admitted to trading in official secondary markets or multilateral trading systems or public debt negotiated in the market of public debt in book-entry. This is because this type of values already made a settlement through the system of balances, by which its incorporation to the new system of clearing, settlement and registration will take place more easily. For that reason, it has been postponed this adaptation, to when it completed the unification of the registration system for values of fixed income, debt and equities in the fourth final provision of law 32/2011 from 4 October. However, should take into account that there are emissions from fixed-income admitted to trading on exchanges so it is necessary that they are affected by the reform and in particular elimination of registration references corresponding to these values and established infrastructure regulations appropriate procedures for its proper settlement.

On the other hand, should highlight the importance of the transitional provisions and entry into force as the various elements of this Royal Decree shall apply progressively as you go approving regulations of market infrastructures detailing more technical and operational aspects of the clearing, settlement and Spanish securities registration system, and as they will not apply the provisions of Regulation (EU) No. 909/2014 23 July 2014. In particular, the transitional provisions provide for the rules under which the operations in course and initiated the entry into force of the Royal Decree shall be settled, as well as information that must publish the centers of negotiation for a proper transition and migration to the new system of clearing, settlement and registration.

The entry into force of the Royal Decree should coincide with the date on which market infrastructures and its participating entities are prepared to operate safely by applying the rules of the new system, eliminating systemic and operational risk associated with a migration of such systems. It must be borne in mind also that in accordance with the seventh transitional provision of law 11/2015, June 18, the modifications introduced by the paragraphs four to eight, ten, twelve, thirteen, fifteen, twenty-one, twenty-two and twenty-nine of the letter A) of the first final provision shall apply from the date mentioned.

The first and second final provision is that full transposition of the Directive 2013/50/EU of the European Parliament and of the Council of 22 October 2013, that amending Directive 2004/109/EC, of the European Parliament and of the Council on the harmonisation of transparency requirements related to information about issuers whose securities are admitted to trading on a regulated market , the Directive 2003/71/EC of the European Parliament and of the Council on the prospectus to be published in the event of a public offer or admission to trading of securities, and the 2007/14/EC, Commission directive which lays down rules for the application of certain provisions of Directive 2004/109/EC.

This policy review, among other issues, the regularity and the content of the reports that issuers of securities which are admitted to trading on European regulated markets should be developed and also establishes the need for posting in the significant holdings ownership of financial instruments with an economic effect similar to the of the shareholdings.

Using a national option set in the directive, amendments in the law 24/1988, of 28 July, by law 11/2015, June 18 maintaining the obligation of providing 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-sized issuers , and that has a positive impact in the markets. Indeed, this requirement dates back to 1991 and facilitates monitoring by investor expectations about the future behavior of the issuer simplifying you the work of evaluating a heterogeneous set of facts published at different times and whose validity date of end of quarter is not always evident. Identical arguments recommended the maintenance of the second biannual report.

The Royal Decree incorporates other innovations of the directive as the computation of the voting rights in certain cases which uses derivative financial instruments and deadlines for the publication of certain financial reports. In connection with the modification which makes the definition of «transmitter» directive, including in the same individuals, it should be noted that our legal system adapt to this definition does not imply any variation in terms of admission to trading of securities on official secondary markets. In other words, the individual is not considered issuer for the purposes of the admission to trading of securities on official secondary markets, while aiming at a complete transposition of the directive updates and to avoid any obstacles which might arise in the field of cross-border cooperation between competent authorities, is considered timely to collect this broad definition of issuer.

This Royal Decree is issued in use of the qualifications contained in articles 7 bis, 31 bis, 35, 35 bis, 44A, 44 ter, 44 g, 53, 125 and second final provision of law 24/1988, of 28 July.

By virtue, on the proposal of the Minister of economy and competitiveness, according to the Council of State and after deliberation by the Council of Ministers at its meeting of October 2, 2015, have: title preliminary provisions general article 1. Object.

This Royal Decree aims at the development of law 24/1988, of 28 July, the stock market in what refers to the representation of values by means of book-entry, to the clearing, settlement and registration of securities, the legal regime of the entities of central counterparty and central securities depositories and the obligations of transparency of issuers whose securities are admitted to trading on a secondary market official article 2. 1. securities representing legal regime, understanding as such those mentioned in article 2.1 of the law 24/1988, of 28 July (hereinafter values) through endorsements into account, shall be governed by the provisions in the Act and in this Royal Decree.

2. the entities of central counterparty shall be governed by the Regulation (EU) No. 648/2012, of the European Parliament and of the Council of 4 July 2012, relative to OTC derivatives, central counterparty entities and records of operations and their relevant standards development and implementation, as well as by law 24/1988, of 28 July , and by this Royal Decree and its corresponding implementing rules and the legislative Royal Decree 1/2010 of 2 July, which approves the text revised law of societies of Capital, without prejudice to the specialties provided for in the abovementioned provisions, as well as any other legislation which applies to the legal system or the law of the European Union.

3. the central securities depositories shall be governed by the Regulation (EU) No. 909/2014, on July 23, 2014, on the improvement of the settlement of securities in the European Union and the central securities depositories and by amending Directive 98/26/EC and 2014/65/EU and the Regulation (EU) No. 236/2012 and its relevant standards development and implementation , as well as by the law 24/1988, of 28 July, and its corresponding implementing rules and this Royal Decree, Royal Legislative Decree 1/2010 of 2 July, which approves the text revised law of societies of Capital, without prejudice to the specialties provided for in the abovementioned provisions, as well as any other legislation which applies the regulation law or the law of the European Union.

Title I representation of securities through common annotations into account chapter I provisions section 1 the annotation mode of representation of securities considered
Article 3. Unit of representation.

The representation of values by means of book-entry applies to all values of a same broadcast, 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 with titles.

1. the certificates representing securities may become annotations into account prior agreement with the legal requirements.

2. the transformation of securities in book-entry occurs as holders are submitting their titles to the entity responsible for the accounting register, which practise the corresponding inscriptions in favor of those who prove to be holders in accordance with the law which applies to the titles.

3. the deadline for submission of titles for the transformation will have to look at the agreement that referred to in paragraph 1 and published in the «Official Gazette of the register Mercantile» and one of the newspapers with the largest circulation in the province in which the company is domiciled, and may not be less than one month nor more than one year.

4. once the referred period, unprocessed titles will no longer represent the corresponding values, notwithstanding that the entity responsible for the accounting records should continue practicing the inscriptions referred to in paragraph 2.

5 after three years since the end of the deadline for the transformation without having the corresponding registration through annotations into account, the entity responsible for the accounting register will proceed to the sale of the securities by account and risk of the stakeholders, and can affect all these costs and expenses which.

Such a sale may perform well through a member of the relevant market or system if the securities are admitted to trading in an official secondary market or in a multilateral trading system, or with the intervention of a notary if they were not.

The cash from the sale of the securities shall be deposited at the disposal of those interested in the Bank of Spain or the General deposit box.

6. the entity responsible for the accounting register may carry out the destruction of the titles collected, extending the corresponding document in which becomes State such circumstance, which is also signed by a representative of the certification authority. In any case, in titles that are not destroyed it should be visible that have been cancelled.

7. in the event that the transformation object titles had not been issued it will be necessary to make place it, stating this circumstance in a certificate issued by the CA. The corresponding registration practice in favour of those who prove to be holders of the values and upon presentation, where appropriate, temporary guards or extracts of registration issued.

Article 5. Reversibility of the representation of the values by means of book-entry.

1. the representation of values by means of book-entry will be reversible to always taking into account the provisions in this article and in article 30.

2. the reversal of the representation in book-entry must be authorised by the National Commission of the stock market into consideration its limited dissemination at the request of the certification authority.

3. Once approved the reversion, the entity in charge of the accounting records in accordance with the articles 7.1 of law 24/1988, of July 28, and 30 of this Royal Decree, will be given to holders of the corresponding titles, boasting the depository with regard to these condition.

Article 6. Reservation of name.

Expressions «values represented by annotations into account», «book-entry» or others that might lead to confusion with them only may be used with reference to securities which are the subject of representation by means of annotations into account pursuant to the provisions of this Royal Decree or in relation to the financial instruments referred to in article 47.



Section 2nd constancy and publicity of the characteristics of the securities represented by annotations into account article 7. The issue paper.

1. representation of securities through a book-entry must be entered in the document of the issue in accordance with article 6 of the law 24/1988, of 28 July.

2 the issuing document shall contain the following information: a) the entity responsible for the accounting register designation.

(b) designation of the values and the CA.

(c) number of values, where applicable in accordance with the nature of the value.

(d) nominal values, where applicable in accordance with the nature of the value.

(e) any other feature or relevant condition of values; «in particular, and in accordance with the nature of these, those others that are the subject of mention in the recast of the Capital Companies Act, approved by Royal Legislative Decree 1/2010 of 2 July, on the Royal Decree 1784 / 1996, of 19 July, which approves the regulation of the commercial registry "and specifically applicable provisions.

3. in the case of broadcast programs that understand the possibility of issue securities with different characteristics during over time, just the existence of a single document issuance reflecting which are common, provided that in complementary certificates issued by the Board of Directors of the issuer or by person with power of attorney to the effect become contain distinct characteristics. These certifications, whose signatures must be legitimized by a notary, will be deposited and made available to the public together with the copy of the document of the issue in accordance with provisions in the following article.

4. the contents of the values represented by annotations into account determined by the emission and document, where appropriate, certification referred to in the preceding paragraphs.

Article 8. Deposit of the issuing document.

1. CA must deposit a copy of issue document to the entity in charge of the accounting records prior to the practice of the first registration of the securities to which it relates.

2. within the first registration, the CA must be deposited another copy of the document of the issue before the National Commission of the stock market, which will proceed to incorporate the public register referred to in article 92.c) of law 24/1988, of 28 July.

3. where in the case of securities admitted to trading on an official secondary market or a multilateral trading system, CA must be deposited another copy of the document of the issue to its governing body.

4 for values that are negotiated through the stock exchange interconnection system, deposit may be before the society of bags or any guiding societies of the stock exchanges. The entity that receives the document of the emission will perform the necessary copies, which will be sent to the rest of the above mentioned entities.

Article 9. Advertising of the issuing document.

1. the certification authority, the entity in charge of the accounting records and, where appropriate, the governing bodies of the official secondary markets or multilateral systems of negotiation must be at all times available to holders and interested public in general copies of the document's issuance referred to in this section. For these purposes, such entities shall publish copies on its website when they are legally obliged to have it.

2 in the case of securities that are traded through the stock exchange interconnection system this obligation will fall on society of bags and all governing societies of the stock exchanges.

3. holders and other interested people may consult directly such copies and shall be entitled to obtain the expedition, at its expense, of a reproduction thereof by any appropriate means.

Article 10. Modification of the characteristics of the values.

1. the modification of the characteristics of the values represented by annotations into account must be entered in a document with similar characteristics to the document of the broadcast, which will be deposited and made available to the public as provided in the preceding articles and, in the case that do not replace it, together with the original document.

2. without prejudice to that can be published in the «Official Gazette of the register mercantile», the modification will be made public in one of the newspapers with the largest circulation in the province in which the issuer is domiciled, or in the web page of the CA, when it is legally obliged to keep this page.

Article 11. Emissions of public entities.

1. in the case of debt of the State, the autonomous communities, local authorities and their public bodies and entities linked or dependent, the publication of the characteristics of the emission in the corresponding official bulletins will exempt from obligations relating to issuing document referred to in the preceding articles.

2. in the case of local authorities and its autonomous bodies, the publication will take place in the «Official Gazette».
3. the same regime will apply to emissions of other public entities or agencies, if its regulatory legislation ensures the publication of the emission characteristics.



Section 3 status of the securities represented by annotations into account article 12. First registration.

1. values represented by annotations into account will constitute as such under its registration in the corresponding register of the entity in charge of the accounting records.

2 case of securities admitted to trading in an official secondary market or in a multilateral system of negotiation such constitutive effect occurs with the inscription in the central registry in charge of the central depository of securities designated.

3. the registered values will 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 transmission of the values represented by annotations into account will take place by accounting transfer. The registration of transmission in favour of the acquirer will produce the same effects as the tradition of the titles.

2. the transfer shall be opposable to third parties from the moment in which the corresponding inscriptions have practiced.

3. a third party who in good faith acquires values represented by annotations on account of the person who, according to the accounting records seats, appears legitimate to transmit for consideration will not be subject to claims, unless at the time of the acquisition it has acted in bad faith. They are the rights and actions of the owner stripped against persons responsible for acts by which remaining private values.

4. the authority may only object, against the purchaser in good faith of value represented through book-entry, exceptions that shed the registration in relation to the issuing document provided for in article 7 and which had been able to wield in the case that the values had been represented by titles.

5. the practice of registration not validates the causes of invalidity of transmission pursuant to laws.

6. the provisions of this article are understood without prejudice to compliance with the requirements that, with respect to the transmission of financial assets, establishes tax legislation, as stated in articles 108 and 109 of the law 24/1988, of 28 July.

Article 14. Constitution of limited real rights and other charges.

1. the Constitution of limited real rights or other levies on values represented by annotations into account must register in the corresponding account. The registration of the pledge is equivalent to possessory title displacement.

2. the Constitution of law or assessment will be opposable to third parties from the moment in which the corresponding registration is made.

Article 15. Values in co-ownership.

The securities in joint ownership shall be entered in the corresponding accounting records on behalf of all the co-owners.

Article 16. Registration authority.

1. the person appearing entitled on the seats of the accounting register shall be presumed holder legitimate and, in consequence, may require the CA to perform on his behalf benefits to give right to the value represented by annotations into account.

2. the certification authority that you make in good faith provision in favour of the legitimate, although this is not the holder of the value will be released.

Article 17. Priority and successive tract.

1. the accounting records of listed securities shall be governed by the principles of priority registration and subsequent tract.

2. in accordance with the principle of priority, once produced any registration may not practice any other respect of values which are inconsistent with the above. Also, the entity in charge of the accounting record keeping practice corresponding entries in the order of presentation.

3. in accordance with the principle of successive tract, to register the transmission of values will be required upon registration in the accounting records in favour of the transferor. Also, the inscription of the Constitution, modification or termination of rights in rem on registered securities will require prior registration in favor of the disponent.

Article 18. Fungibility of the securities.

1. the values represented through book-entry corresponding to a same broadcast that have some same characteristics are fungible. As a result, who appears as the holder in the accounting records will be a certain amount or balance thereof without reference that identifies the values individually.

2. in particular, are considered fungible among themselves all the shares of the same class and series and other values of a same issuing body characteristics, origin or subsequent mode, are the same.

3. the provisions of the preceding paragraphs is understood without prejudice to the needs of specification or breakdown of registered values derived from special situations, such as the Constitution of limited real rights or other kind of liens or issuing certificates.



Section 4 certificates of legitimacy article 19. Certificates of legitimacy. Content and classes.

1. the legitimation for the transmission and for the exercise of the rights arising from the values represented by annotations into account, or of limited real rights or charges made on them, may be credited through the display of certificates that will contain the identity of the holder of the values and, where appropriate, limited rights or encumbrances identification of the CA and emission, the class, the nominal value and the number of values that understand and their date of issue. Also will appear in the certificates the aim for which have been issued and their term of validity.

Also other certifications that prove well the existence of embargoes, judicial or administrative, well may also be issued the Constitution of garments or any other act or circumstances who has had access to the registry.

2. the certificates may refer to all or part of the values embedded in each balance. In the event that they relate only to part of them, at the time of issue shall be to carry out the corresponding breakdown in the account where values, which will remain until the return of the certificate are registered, or until it has expired.

Article 20. Expedition.

1. the certificates will be only issued at the request of the holder of the values or beneficiary of rights and in accordance with the seats of the accounting register, by the entity in charge of the accounting records.

2 when the entity responsible for the ledger is a central depository of securities pursuant to article 7(3) of law 24/1988, of July 28, the certificates will be issued: to) by the central depository of values with respect to the values of the accounts referred to in the articles 32.1. to), 32.1. c) and 32.2.

En_el_caso_de values of the accounts referred to in article 32.1. c), the expedition by the central depositary of securities shall be at the request of the participating entity which manages the previous account holder or beneficiary request.

(b) by the participating institutions of the central depository of values with respect to the values of the detail record accounts referred to in article 33.

3. the certificates shall be issued before the end of the working day following that on which has taken place the presentation of the request.

More than one certificate 4 may be issued, for values and for the exercise of the same rights.

Article 21. Scope of the certificate.

1. the certificates to which the preceding article refers do not confer more rights than those concerning legitimization.

2. the acts of disposition that relate to certificates will be null.

Article 22. Registry values immobilization.

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

2. the entities responsible for the accounting register, may not give effect to levies or transmissions or practice corresponding entries in both certificates have not been restored, except that in the case of transmissions resulting from administrative or judicial executions.

3 in the case that the entity responsible for the ledger is a central depository of securities, may not give effect to levies or transmissions or practice corresponding entries in both the certificate has not been restored, except that in the case of transmissions resulting from administrative or judicial executions: a) the central depository of values with respect to the values of the accounts referred to in the articles 32.1. to) (, 32.1. c) and 32.2.

(b) participating entities of the central depository of values with respect to the values of the detail record accounts referred to in article 33.

4. without prejudice to that can request and obtain the issuance of a new one, the usufructuary, creditor beneficiary or chattel of other real rights or charges, you must restore the certificate that is issued in their favor as soon as the transmission of values, shall be notified to you without affecting the validity and effectiveness of their rights.
5. members of official secondary markets or multilateral trading systems can not run sales orders they receive if they have evidence that refer to values for which are issued valid certificates. Except for cases in which they themselves pick up on the occasion of such orders to get them to the entity in charge of the accounting records whose records include registered values, and those that need to proceed with the transmission as a result of administrative or judicial executions.

6. the obligation of restitution lapses when the certificate has been private value.

7. unless falling within article 19(1), last paragraph, whose validity will be the circumstance which realize, certificates will expire by the course of the deadline of validity in them, which may not exceed six months, or in their absence, three months of issue.



Other common rules article 23 5th section. Provision of data to CAs about the identity of its shareholders.

1. the rules of operation of the central securities depositories shall contain necessary forecasts so that, within the process of liquidation, all operations relating to shares in companies whose securities must be registered under legal provision be communicated to these societies.

2 central securities depositories will also establish procedures to inform any society, although their actions are not necessarily nominative, the identity of its shareholders which are included in the accounting records, including directions and means of contact available, to allow communication with those, in accordance with Article 497 of the revised text of the companies act of Capital approved by Royal Legislative Decree 1/2010 of 2 July. Central securities depositories will establish similar procedures to inform the associations of shareholders and the shareholders when the conditions of Article 497.2 of the aforementioned standard.

3. the central securities depositories will pay, without that it may involve the maintenance in them of permanent files, service the request pipeline that societies formulated on the occasion of the celebration of any general meeting and with reference to the date referred to in article 179 of the revised text of the companies act of Capital approved by Royal Legislative Decree 1/2010 of 2 July.

Article 24. Rectification of entries.

1. the entity in charge of the accounting register can only rectify inaccurate entries under judicial resolution, except for purely material or arithmetic errors resulting from the record itself or from mere confrontation with the document by which registration is made.

2 in the case that the entity responsible for the ledger is a central depository of values, only can rectify inaccurate entries under warrant, except in case of errors purely arithmetic resulting from the record itself or from mere confrontation with the document by which registration is made or materials: to) the central depository of values with respect to the values of the accounts referred to in the articles 32.1. to) (, 32.1. c) and 32.2.

(b) participating entities of the central depository of values with respect to the values of the detail record accounts referred to in article 33.

3. the seat of rectification shall be recorded on the date in the book referred to in the following article.

Article 25. Journal of inscriptions.

1. the entity responsible for the accounting register will take a book or computer file of inscriptions, in which daily score, by chronological order, reference of all and each one of those practiced in any of the records in his office, assigning a sequential number. The first issue of every day will be the next to the assigned to the last entry of the previous day.

2 in the event that the entity responsible for the ledger is a central depository of securities, the book referred to in the preceding paragraph will be carried by: a) the central depository of values with respect to the values of the accounts referred to in the articles 32.1. to), 32.1. c) and 32.2.

(b) participating entities of the central depository of values with respect to the values of the detail record accounts referred to in article 33.

Article 26. Exercise of economic rights.

1. rights to the payment of interest, dividends and any other economic content it will exercise through the entities responsible for the accounting register, whose records are registered values.

2 when the entity responsible for the ledger is a central depository of securities the payment referred to in the preceding paragraph will be held by: a) the central depository of values with respect to the values of the accounts referred to in the articles 32.1. to), 32.1. c) and 32.2.

(b) participating entities of the central depository of values with respect to the values of the detail record accounts referred to in article 33.

In any case, the central depository of securities inform the CA promptly, for the purposes of the provisions of this paragraph, the number of securities registered in the records of each of its participating entities.

Article 27. Retribution.

1. the central securities depositories will establish the fees applicable to your customers, partners and broadcasters, by its settlement and registration services and made available to the public in accordance with article 34 of Regulation (EU) No. 909/2014, of the European Parliament and of the Council of July 23, 2014 on the improvement of the settlement of securities in the European Union and central securities depositories and that amending the Directives 98/26/EC and 2014/65/EEC and Regulation (EU) No. 236/2012.

2 participating entities will also establish the rates for the committees that are to receive clients for the registration and maintenance of balances of securities, including management of them aged services. These rates and any modifications will be available to the public, and when they are applicable to retail customers, must be reported to the National Commission of the stock market.

3. the remaining entities responsible for the accounting register will also establish commissions rates to receive CAs and its customers for those services. These rates and any modifications will be available to the public, and when they are applicable to retail customers, must be reported to the National Commission of the stock market.

4. However, the provisions of the preceding paragraph, the first inscriptions of the values is practice free of expenses for their subscribers or holders.

Article 28. Liability.

1 lack of practice of the corresponding inscriptions, inaccuracies and delays in them and, in general, breach intentionally or by negligence of the established rules for the keeping of the registers, shall give rise to the responsibility of the entities responsible for the accounting register, or where appropriate, participants, complying institutions against whoever is harmed.

2 central securities depositories will respond for any damages that are them directly attributable, without prejudice to the responsibilities which may be incurred by the lack of due diligence in the exercise of its functions of monitoring and control system.

3. the central securities depositories shall provide the affected information available in relation to the actions of its participating entities that caused the damage.

4 when the damage consist of deprivation of certain values and possible, the entity responsible for the responsible accounting record shall purchase securities of the same characteristics for delivery to the injured person.

5. the provisions of this article is understood without prejudice to the other responsibilities, administrative or other, that they can attend.

Article 29. Preservation of information.

The entities responsible for accounting records, central securities depositories and their participating entities shall retain ten years information that would rebuild the seats in the name of each holder.

Chapter II accounting register of securities admitted to trading on official secondary markets and multilateral trading section 1 General aspects article 30 systems. Representation by means of book-entry.

The securities admitted to trading on an official secondary stock market or in a multilateral trading system must be necessarily through annotations into account, taking into account specialties provided for in article 38 to the foreign values.

Article 31. Entities entrusted with the accounting records.

1. the keeping of the accounting register of the securities admitted to trading in official secondary markets or multilateral trading systems will correspond to a central depository of securities and its participating entities.
2. the central depositary of securities and its participating entities may also lead, in accordance with as provided in this chapter, the accounts for values to be requested or go to request the admission to trading on official secondary markets or multilateral trading systems. For this purpose, the purpose of applying for admission must manifest itself in the issuance or sale the stock public offering brochure or document filed to do so with the central depository of securities. In the event of not requested within the time limit laid down in the documents described above or the admission to trading in official secondary markets or multilateral trading systems has not been obtained shall be in accordance in article 37.

Article 32. Central Registry.

(Central securities depositary 1.Todo which provides services in Spain shall, for each category of values with a same identification code ISIN ("International Securities Identification Number»), the following accounts to the central registry at the request of the participating entities: to) one or more accounts of the participating entities in which the balances of securities which is incumbent on every time the participating entity must be entered.

(b) one or more general third-party accounts in that record is, globally, balances of values corresponding to the participating entity clients or customers by a third entity which had entrusted the custody to the requesting participating entity and registration of details of the values of such clients.

(c) one or more individual accounts in which shall be entered, in a segregated way, balances of values corresponding to those customers of participating entities that have agreed to the keeping of such accounts in the central registry. The management of these accounts will be held by participating institutions in the terms foreseen in this Royal Decree and in accordance with the conditions agreed upon with the clients.

In the field of clearing and settlement procedures applicable to this type of accounts specialties may be when they are used by certain financial intermediaries who Transiently settled transactions in its own name on behalf of professional clients in accordance with article 78 bis of law 24/1988, of 28 July. These specialties must be regulation regulations and internal rules of the entities of central counterparty of the central securities depositories and, where appropriate, multilateral trading systems and markets.

2. the Minister of economy and competitiveness will establish the entities that may request individual account of direct management by the central depository of values in which noted in a segregated way their values in the central register and the conditions in which there will be the same. These entities must be public administrations in accordance with article 2 of the law 30/1992, of 26 November, on the legal regime of public administrations and common administrative procedure and public organizations linked or dependent on them, the members of the European system of central banks and other entities of public law, and international agencies.

3. the Minister of economy and competitiveness will determine what other entities, for reasons of public interest and according to their special characteristics, they require individual accounts to the central registry of direct management by the central depository of securities.

Article 33. Detail record.

1. participating authorities with General accounts of third parties shall record of detail that will be made by each one of the accounts of values corresponding to each client for each category of values with a same ISIN code.

2. each account detail log will reflect at all times the balance of values corresponding to the holder of the same.

Article 34. Rules of registration, cancellation and blocking.

1 registrations and cancellations in the accounts of the central registry and the detail records will be produced under credit or debit the respective account.

2 the registration on behalf of the holder arising in the accounts of the participating entities detail records or accounts referred to in the letters to) and c) article 32.1 and 32.2 in the records held by the central depository of securities, will be that produce the effects provided for in articles 9 10 and 11 of law 24/1988, of 28 July, and its implementing regulations.

3. in the accounts of the central registry and the detail records will remain the timely control of values affected by special circumstances.

4 will be in any case subject to breakdown values that constitute limited real rights or other levies, and those for which have been issued certificates of legitimacy.

Breakdown, and registration of the right in rem or encumbrance in the corresponding account will be held by the central depositary of securities, at the request of the participating entities in the cases referred to in article 32.1. to) and c) at the request of the holders of the accounts the accounts referred to in article 32.2.

Breakdown, and registration of the right in rem or encumbrances will be held for the participating entities in the case of the detail record accounts referred to in article 33.

5. the participating entities are responsible for the proper registry values in the detail of third-party accounts, being responsible for the integrity of the identification data of each of them, as well as the accuracy of the inscriptions, breakdowns and crashes in such accounts.

6. the keeping of the registers referred to in this article and, in particular, the data that must be included in each registration, will be adjusted to what designates the following article as well as the internal rules of the central securities depositories.

Article 35. Control of the detail records.

1. with the aim of facilitate the monitoring and reconciliation of the balances of values recognized in the General accounts of third parties with the written down in detail, the participating entities accounts will organize the detail records through a unique and standardized coding system of accounts which will be regulated by the central depository of securities in its internal regulations.

2. the coding system allows for each kind of fungible value information, at least on the identity of the owner listed in the registration, the balance of values, relevant dates, transactions that give rise to a variation of the balance, and whenever possible to identify it, the price of these, as well as the existence of any rights or encumbrances affecting the listed values , its Constitution and cancellation date.

3. without prejudice to the foregoing, the Minister of economy and competitiveness can create other mechanisms of control system which complement or replace the previous one.

Article 36. Balance of system control.

1 shall constitute a fundamental responsibility of central securities depositories carry at all times a strict control of the balances of securities accounts the central registry as well as the correspondence of the sum of such balances with the total number of values embedded in each issue or fungible among themselves.

2 participating entities must perform their functions of registration, and in particular, maintain accurate and permanent concordance between values of its detail records accounts balances and balances of values of the General accounts of third parties in the central registry.

3. also it is the responsibility of central securities depositories to monitor participating entities to adequately meet their logging functions and in particular that the balances of accounts of the detail records values correspond to the balances of the General accounts of third parties of the central registry values.

Article 37. Exclusion of values of the negotiation.

1 when a value no longer admitted to trading on an official secondary market or multilateral trading system, the central depository of securities within the period of three months since the exclusion of negotiation shall be notified you, adopt precise measures for the transfer of values to records of the entity designated by the authority unless it decides that the keeping of the accounting register follow corresponding to the central depository of securities all in accordance with the provisions of article 48 and by keeping to the provisions of section 1 of chapter III of title I.

2 in the event that, in accordance with the preceding paragraph, the central depository of securities go to transfer values to another entity in charge of the accounting register, central securities depositories may require of its participating entities how much data they deem appropriate in order to unsubscribe in your records balances of securities on the date that determine and transfer the values to the records of the other entity.

Article 38. Accounting records of foreign securities.
1. the system of registration laid down in this chapter shall apply to the foreign securities admitted to trading on secondary markets official or in multilateral trading systems Spanish, unless it determined change in its system of representation and, therefore, irrespective that they remain incorporated into titles or dematerialized in accordance with the respective laws of origin.

2. the sum of the balances of the accounts of these foreign securities in a central depository of securities must correspond at all times, that affects to the Spanish market, registered in other central depository of values or to remain on deposit or registered by an entity that is enabled to this effect. In this case, and without prejudice to the duties of the central depository of securities, the National Commission of the stock market may impose a financial institution with one sufficient solvency becomes responsible for the maintenance of that correspondence, adding this feature, where appropriate, to the relationship with the CA that can play.



Section 2 article 39 registration practice. First registration in central depositories of values and participating entities of values represented by annotations into account.

1 registration in favor of the values represented by annotations into account subscribers connection that is requested or there is the intention to apply for the admission to trading in an official secondary market or in a multilateral trading system be practiced by the central depository of securities in the central registry and its participating entities in the accounts of the respective detail records under the information sent by the CA or the Agent entity that such authority had appointed.

2 the registration will take place when the following requirements are met: a) the central depository of securities have available copy of the document of the issue referred to in article 7.

(b) participating institutions have the consent or the corresponding order of subscribers.

3. registration pursuant to this chapter of values represented by annotations into account not negotiated in an official secondary market or in a multilateral trading system for which has been requested, or there is the intention to apply for admission to trading occurs pursuant to the transfer of the ledger by the responsible entity to the central depository of securities.

In cases in which admission go preceded of a public offering of the securities, transfer shall relate to the time immediately prior to placement, proving to the central depositary of securities and its participating entities who are the holders in the manner provided in the preceding paragraph.

4. registration pursuant to this chapter of values represented by securities not traded in markets secondary officers or in multilateral systems of negotiation that will transform into book-entry as a result of which has been requested or there is the intention to apply for the admission to trading in an official secondary market or in a multilateral trading system will occur in the terms provided for in article 4.

5 starting from the moment in which CAs have their shares or other securities issued by them represented by annotations into account, registered with the central depository of securities, they acquire an obligation to communicate any circumstance that affects the CA and has effects on the content of rights and obligations of those values to this as well as the duty to maintain updated data appearing on the CA in the central depository of securities.

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

1. at the date of settlement securities admitted to trading on an official secondary market or in a multilateral trading system, have been object or not of previous compensation by an entity of central counterparty in accordance with the rules of these, central securities depositories, after checking the adequacy of securities, credited the values and practice the correlative debit accounts of the corresponding entities in the central registry in accordance with the principle of delivery against payment.

2 participating entities must simultaneously practice the correlative entry in the accounts of its detail records when liquidation affects values listed in them.

Article 41. Registration of other transmissions.

1. the transmission of securities admitted to trading on an official secondary market or in a multilateral system of negotiation for title other than sales, transfers and loans of securities and other operations arising from the operation of the securities markets, will give rise to the corresponding entries in accordance with the provisions of articles 54 and 55.

2 shall apply provisions in the preceding paragraph to the inscriptions to the transmissions of values derived from operations give rise that, in implementing monetary policy, the Bank of Spain, the European Central Bank and the central banks of the European system of central banks.

Article 42. Limited real rights or other levies.

1 the Constitution, cancellation or transfer of limited real rights or other levies on securities admitted to trading on an official secondary market or in a multilateral trading system will be credited in accordance with the rules laid down in articles 54 and 55: to) with the central depositary of securities, with respect to the values of the accounts provided for in the articles 32.1. to) and 32.2.

((b) before the participating entity of the central depository of values with respect to the values of the accounts provided for in article 32.1. c) and the detail record accounts referred to in article 33.

2 accredited after the establishment, cancellation or transmission that referred to above, the corresponding registration shall be and shall be the breakdown of the values referred to in article 34.4: to) by the central depositary of securities in the case of the accounts provided for in the articles 32.1. to), 32.1. c) and 32.2.

(b) by the participating entity, in the case of the detail record accounts referred to in article 33.

3. values affected by breakdowns of those provided for in this article may not be subject to negotiation through procurement systems that the official secondary markets or multilateral trading systems have established and participating entities will not put them at the disposal of the central depository of values in the process of liquidation.

Article 43. Amortization of values.

1. in the event of reduction of capital with cancellation of shares, the central depositary of securities, once has been presented writing copy of duly registered in the mercantile registry reduction, will be low in the accounts of participating entities affected values and will direct relevant communications to these, which debited values in the accounts of their customers.

2 in the case of depreciation for payment of bonds or other debt securities, produced the payment through the participating entity, it shall this to the central depositary of securities, giving low values directing communication to that entity for the purposes specified in the preceding paragraph.

3. in the remaining cases of repayment, it will be necessary to accredit with the central depositary of securities, in the manner provided in article 56.3, the extinction of the values.

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

1. the recognition, exercise, compliance and payment of the duties and obligations of economic content associated with values that correspond to the registered holders thereof will be made through central securities depositories of values and its participating entities.

2. the issuer of the securities shall designate an Agent entity for the management of the rights and obligations referred to in this article. The Agent entity must be a participating entity of the central depository of securities.

3. the authority shall communicate, by itself or through the entity agent, the society governing official secondary markets or multilateral systems of negotiation in which, at their request, are admitted to trading their values, as well as to the central securities depositary responsible for registration of the same, the details of the rights or obligations of economic content that values generate soon adopted the corresponding agreement, in accordance with article 36 ter of law 24/1988, of 28 July.

4. the internal regulations of official secondary markets or multilateral system of negotiation with the central depository of securities shall provide for the form, content and deadlines which shall comply with communications concerning paragraph 3 to make it possible to carry out the liquidation of the rights and obligations mentioned.

Article 45. Specialties in the exercise of the right of pre-emption.
1. the allocation of preferential subscription rights will follow the procedure laid down in article 44.

2. for the exercise of rights of pre-emption, irrespective of the square end and to facilitate it, the central depository of values implemented a procedure aimed at checking, with reference to the date that the same set of a negotiating session earlier than the latest that have held within the period of subscription, the position buyer or seller, that would keep each participating entity as a result of the negotiation of rights of subscription developed up to that time.

3. the central depository of securities will establish a system of penalty of the participating entities that at the end of the subscription period are not able to deliver all of the subscription rights which have been sold by them, or by those who have them registered in their records.

Article 46. Internal loans from securities registration.

1 in securities lending operations, participating entities will carry an internal record of the object of loan, whether on their own or customers.

2. the participating institutions reconciled provided that it prompted the National Commission of the stock market, and at least quarterly, the validity of the operations subject to loan to ensure the accuracy of the outstanding balance of borrowed securities and taken on loan.



Section 3 supplementary application article 47. Financial instruments other than marketable securities admitted to trading on official secondary markets and multilateral trading systems.

1. the keeping of the accounting records related to futures and options and other derivative financial instruments admitted to trading on an official secondary market or in a multilateral trading system, represented by annotations into account, shall be governed by its specific provisions, resulting applicable supplementary character of this Royal Decree.

2. in the case of futures and options and other derivative financial instruments represented by annotations into account which are admitted to trading only in a multilateral trading system, the keeping of the accounting register shall be governed by its specific provisions and in case of absence by those applicable to officials secondary markets.

Chapter III accounting records of unsupported values to negotiation in official secondary markets or multilateral trading section 1 entity responsible for the accounting register article 48 systems. The entity responsible for the accounting register designation.

1 the keeping of the accounting records of unsupported values to negotiation in official secondary markets or multilateral trading systems will correspond to the entity designated by the issuer, that will be a company of services of investment or credit institution authorized to carry out the activity referred to in article 63.2. a) of law 24/1988 , 28 July or a central depository of values in accordance with article 7.2 of the aforementioned law.

2 will be prerequisite at the beginning of the keeping of the accounting records of each issue the acceptance of the designated entity and the registration of the designation to the planned registry 92.a article) of the law 24/1988, of 28 July.

3. in the event that the entity responsible for the accounting register designated is a central depository of securities, keeping of the accounting register system will follow the provisions of chapter II of title I.

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

1. the authority may transfer the accounting register of an issue of unsupported values to negotiation in official secondary markets or multilateral trading systems to a new responsible entity that will be designated in accordance with the provisions of the previous article of this Royal Decree.

The effectiveness of substitution will be conditional on the transfer to the entity of the ledger by the responsible entity replaced, meaning is produced such transfer at the moment the new responsible entity can assume the management and to communicate this fact to the National Commission of the stock market for incorporation into the register provided for in article 92 to) of law 24/1988 , 28 July.

Costs arising from this process of substitution shall be borne in the form agreed upon by the parties, and failing that, by the CA.

2. the entity responsible for the accounting records may waive its function proposing to the certification authority the designation of a service company of investment or credit institution referred to in article 48, willing to assume.

Within the month following the resignation, the certification authority shall designate a substitute entity. In the event that the CA has not designated substitute, the entity responsible for the ledger will be the entity proposed by waiving entity. In any case, the effectiveness of substitution will depend the handover of the accounting records in accordance with the preceding paragraph.

Costs arising in this case will be paid by the waiving State, unless otherwise agreed between the entities affected by the replacement.

3 companies of investment services and credit institutions responsible for accounting records cannot be modified his statement of activities by deleting the activity covered by article 63.2. to) of law 24/1988, of 28 July, without that have been replaced effectively in the keeping of them pursuant to the provisions of the preceding paragraphs.

Article 50. Forced substitution of the entity in charge of the accounting records.

1 the entity responsible for the accounting register will be replaced when if any of the following causes: a) the occurrence of any of the causes of dissolution provided for in article 363 of the revised text of the companies act of Capital, approved by Royal Legislative Decree 1/2010 of 2 July.

(((b) the imposition of sanctions that hinder the development of the investment services auxiliary of custody and management on behalf of clients of financial instruments and in particular the revocation of the authorization as a sanction as provided for in article 102.1. e) of law 24/1988, of 28 July, and in the article 97.1. b) of law 10/2014 ((, 26 June, management, supervision and solvency of credit institutions, or the suspension or limitation of the type or volume of activity as a sanction to the extent provided for in the articles 102.1. b) and 103.1. b) of law 24/1988, of 28 July.

(c) where, without prejudice to the responsibilities that come, the National Commission of the market of stock, appreciate substantial deficiencies in the keeping of accounting records, and determine, after hearing it, his replacement, in whose charge shall be borne the costs arising.

2. the entity responsible for the accounting register shall inform the CA the concurrence of any of the above circumstances.

3. inside of the month following that communication, the CA 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 Commission of the stock market may, before meeting the deadline that referred to above, appoint directly to the new entity in charge of the accounting records notwithstanding that the CA can be replaced in accordance with article 49. The new entity responsible for the accounting register designated by the National Commission of the market of stock, which may be a central depository of securities, will proceed without delay to take measures are called for to begin to effectively lead the accounting records.

This procedure shall also apply when there is the designation of the new entity in charge of the accounting register within the time limit referred to in the preceding paragraph.



Section 2 keeping of the accounting register article 51. Securities registry system.

1. the accounting records of the values embedded in an issuance of securities not admitted to trading in official secondary markets or multilateral trading systems will reflect, at all times, the balance corresponding to each holder, with breakouts that are coming. In any case, will be subject to breakdown those who are affected by limited real rights or other kinds of levies and those for which certificates have been issued.

2. the balances referred to in the preceding paragraph shall be expressed by means of a computerized system of numerical references identify to CA, the broadcast, the number of values that each of them understand and holder. In case of breakdown, such numerical references also identify the specific type of limited real right or lien and the owner or, where appropriate, proprietors.

Article 52. Checking balances.

1. the entities responsible for the accounting register shall ensure because at any time the sum of the balances referred to in the previous number matches the total number of values in each issue.
2. for this purpose, the entities responsible for the accounting register shall establish internal systems of control and verification that shall inform the National Commission of the market of securities, prior to its implementation. Such a National Commission will make, where appropriate, the observations it deems appropriate in order to ensure the efficiency of such systems, observations whose compliance will be mandatory.

Article 53. First registration of the values represented by annotations into account.

1 the registration in favor of the values represented by annotations into account subscribers be practiced when the entity responsible for the accounting register: to) have at their disposal the document of the issue referred to in article 7.

(b) has proof of consent or the existence of orders of subscribers, under relationship provided to you by the certification authority or, where appropriate, the financial institution that has directed the placement of the issue.

2. the first registration of values represented by annotations into account resulting from the transformation of titles shall be in accordance with the provisions of article 4.

Article 54. Enrollment of the transmissions.

1. registration arising from the transmission of values practiced by responsible entities, insofar as is presented the document, in any long-lasting, accreditation support act or translative contract.

2. when transmission refers to the property of securities subject to limited rights in rem or encumbrances, as soon as the registration is practiced, the responsible entity shall communicate it to the usufructuary, creditor chattel or beneficiary of the assessment, which, notwithstanding that they may apply for and obtain a new certificate, they must restore which have issued in their favor as soon as the transmission of values shall be notified them.

3 before proceeding to the registration, institutions should always require proper documentary accreditation of the concurrence of the consents and keep copy of documents, in any long-lasting support for ten years supporting acts, contracts, notices and consents referred to in the preceding paragraphs.

4. in the event of transmission of an undivided share of the values shall be the registration in favor of the resulting, co-owners with the same low on account of the transferor or transceivers.

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

1. entries arising from the creation or transmission of limited real rights or other levies on values represented by annotations into account practice in accordance with the rules laid down in the preceding article.

2. the cancellation of limited real rights will require proof of the consent of the beneficiary or the accreditation of the fact determinant of its extinction and, where applicable, the refund for licences issued.

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

1. in the event of reduction of capital with cancellation of shares, the entity responsible for the accounting register will give low corresponding balances under the presentation of the writing of reduction duly registered in the mercantile registry, which will be deposited in accordance with article 8.

2 for repayment by payment of bonds or other debt securities, registration will be cancelled since the payment to holders have occurred. When the responsible entity has no direct intervention in the payment, you will not practise such cancellation until the consent of the holder of the value record him or have proof of payment issued by a financial institution.

3. in other cases of amortization will be accurate proof of the consent of the owner or valid document which is the extinction of values.

Title II compensation and settlement of securities common chapter I provisions applicable to entities of central counterparty and securities article 57 central depositories. Articles of Association.

1. the articles of Association of the entities of central counterparty and central securities depositories and their modifications will require the authorization of the National Commission of the stock market. For entities in central counterparty, in addition the prior report of the Bank of Spain will be required.

Approval is not required for amendments arising from compliance with statutory or regulatory standards of judicial or administrative decisions, or modifications of scant relevance has risen, prior, consultation to the CNMV on the necessity of authorization and have not considered it necessary. These modifications should be communicated, in any case, to the National Commission of the stock market in a period not more than two working days from the adoption of the agreement.

(2. the articles of Association of the entities of central counterparty and central securities depositories will regulate its operation avoiding the inclusion of ambiguous or insufficiently developed standards, and establish, in any case: a) the provisions necessary to ensure compliance with the specific regulations, contained in article 2.

(b) the ends needed to ensure the adequate performance of its social object.

(c) the composition of the colleges of the society.

(d) the system of agreements of the colleges of the society, by specifying the agreements that require reach majorities qualified for adoption.

Article 58. Board of Directors and senior management.

1. central counterparties and central securities depositories will have a Board of Directors composed of at least five members.

2. the entities referred to in the preceding paragraph will be and with, at least, a director-general.

3. the appointment of the members of the Board of Directors and Directors General or similar must be previously approved by the National Commission of the stock market, for the purpose of checking compliance with the applicable legal regime and in particular that the persons named meet the requirements of good repute and experience in the articles 67.2 f) and 4 of law 24/1988 28 July and independence, as provided for in article 27 of the Regulation (EU) No. 648/2012, July 4, 2012, and in article 27 of the Regulation (EU) No. 909/2014, July 23, 2014.

Where they exist, are also required these requirements to key institutions, in the sense of article 42 of the code of Commerce, institutions of central counterparty and central securities depositories.

Article 59. Shareholders and partners with significant holdings.

To assess the suitability of the shareholders with significant shareholdings for the purposes of compliance with the provisions of article 30.2 of the rules of procedure (EU) No. 648/2012, July 4, 2012, and 27.6 of the Regulation (EU) No. 909/2014, July 23, 2014, will be taken into account, among others, the following factors: to) their good repute.

(b) media assets with such shareholders have to meet their commitments.

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

Article 60. Economic regime.

1. central counterparties and central securities depositories must comply with the capital requirements laid down in article 16 of the Regulation (EU) No. 648/2012, July 4, 2012, and its implementing rules and in article 47 of Regulation (EU) No. 909/2014, on July 23, 2014, and its implementing rules respectively.

2. the entities of central counterparty and central securities depositories shall keep informed the National Commission of the stock market on the criteria for determining the adequacy of its resources, including its degree of liquidity and the mechanisms for its implementation, according to the risks that take in every moment.

3. the share capital shall be made up of shares that will be fully subscribed and paid up and outside resources shall not exceed at any moment the book value of own resources.

4. the entities of central counterparty and central securities depositories will act in accordance with the principles of profitability of its own resources and coverage by its users of the cost of services rendered, allowing its customers to access specific services separately.

5. the entities of central counterparty and central securities depositories shall send to the National Commission of the stock market before one December each year its estimated annual budget, which shall be expressed in detail prices and commissions that will apply, as well as subsequent modifications introduced in its economic regime.
Central securities depositories shall detail by separate prices and commissions of each service and function that derive their income, including discounts and reductions, and the conditions to benefit from them, as well as the subsequent modifications introduced in this budget, prices, commissions, discounts and reductions. In the budget of the central securities depositories to be spreading the costs and income of basic services of the associated ancillary services.

The National Commission of the stock market be sought from institutions of central counterparty and central securities depositories the timely expansion of the documentation and data underlying the fixing of prices and commissions.

In the period of one month from the full receipt of the documentation, the National Commission of the stock market may establish exceptions or limitations to the maximum prices of these services in the terms provided for in article 44 bis.5 and 44 ter.4 of law 24/1988, of 28 July.

6 entities of central counterparty and central securities depositories shall submit their annual accounts to the general meeting of shareholders for approval, prior audit in the terms referred to in article 86 of law 24/1988, of 28 July. The audit report shall be submitted to the National Commission of the stock market for its consideration, which may lead to entities of central counterparty and central securities depositories recommendations that it deems appropriate without prejudice to the other powers which are in accordance with the legislation in force.

Article 61. Independent audits.

Entities of central counterparty and central securities depositories shall inform the National Commission of the stock market of the results of independent audits that must be regularly established in the applicable legislation.

Chapter II centralised clearing article 62. Intervention of a central counterparty entity.

1. in accordance with articles 31 bis.7 and 125.3 of the law 24/1988, of July 28, will be mandatory compensation centrally by an entity of central counterparty of the operations on shares and subscription rights of shares that are made in segments multilateral engagement of official secondary markets and multilateral trading systems.

2 entities of central counterparty performing the activity provided for in the previous article, will define in its rules of operation requirements that shall meet the operations to effect can be accepted in their processes.

3. the Minister of economy and competitiveness may establish mandatory compensation centrally by an entity of central counterparty in relation to securities other than those referred to in paragraph 1 article 63. Procedure for performance of the entity of central counterparty.

1. one time the entity of central counterparty to accept operations, register them in their accounts in accordance with their own rules, novará Operations accepted, becoming a buyer to seller and seller to every buyer, and assigned the position of purchase and sale of each operation in the corresponding account according to the structure of accounts defined in the regulation and , where appropriate, in the circular that complete it for its subsequent liquidation.

2. the institution of central counterparty shall calculate for each account opened by each member positions of securities and cash in every settlement session giving rise to net or gross, settlement instructions based on the criteria you have established and will send payment instructions to the central depository of securities.

3. the central depository of securities will provide payment instructions in accordance with its internal rules of operation.

Article 64. Access to membership of the central counterparty entity.

1. central counterparties will sign a contract with each Member that will detail the legal relations between the parties. Membership will be lost by resignation or failure, in terms which provide for the rules of procedure referred to in article 44 of law 24/1988, of 28 July ter.4.

2. the rules of procedure referred to in article 44 of law 24/1988, of 28 July ter.4, shall determine the rights and obligations of each of the parties which will be reflected in the contract.

3. members must have control systems and technical means necessary to adequately perform the functions which they are suited, especially that 44 septies of law 24/1988, of 28 July, and of Regulation (EU) result from regulated information system on item No. 648/2012, July 4, 2012, and its implementing rules.

Article 65. System of guarantees.

1. ensure the fulfilment of their duties, members of entities of central counterparty and its customers shall constitute guarantees that require them the entity of central counterparty, in accordance with the provisions of article 44 of law 24/1988, of 28 July ter.7, in Regulation (EU) No. 648/2012, 4 July 2012 and in their respective internal regulations.

2. the entities of central counterparty shall ensure that that system of guarantees to be effective, risk-based and is revised regularly, adequately covering their credit exposures against its members.

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

1.Sin prejudice to the powers of supervision, inspection and sanction that correspond to the National Commission of the stock market, in accordance with title VIII of the law 24/1988, of 28 July, entities of central counterparty shall ensure the correctness and efficiency of the processes of control and of counterpart risk mitigation and compensation.

2. to this end, entities of central counterparty will be assigned functions of monitoring and control of operations, risks and guarantees of its members, who carry out in accordance with the applicable legislation and their respective internal regulations.

3. the entities of central counterparty will elaborate a Handbook of procedures for monitoring and control, which will be communicated to the National Commission of market values and mandatory for its members, which shall establish objective criteria which will guide their work of monitoring and control.

The National Commission of the stock market may require, where appropriate, the modifications it deems appropriate in order to ensure the compliance of this Royal Decree and other applicable regulations.

This monitoring and control procedures manual will be subject to review as necessary and at least once a year. Such revisions shall be communicated to the National Commission of the market of values which additionally informed about annually, the issues that have been raised as a result of its application.

4 likewise, for proper compliance with monitoring and control functions conferred in this article, the entities of central counterparty shall, irrespective of the obligations corresponding to its members: to) require of its members, on the terms and deadlines to be determined in the internal regulations, any information considered necessary for the exercise of its supervisory functions as well as inspect directly, on the premises of the very institutions and with your consent, these activities. In case of lack of consent of these entities, entities of central counterparty shall communicate it to the National Commission of the stock market.

(b) to urge its members to correct within the time limits laid down in its internal rules, or failing that, as soon as possible, the incidences of regulatory breaches detected in its functions of monitoring and control, without prejudice to the duty of the members themselves correct on their own initiative such incidents, errors and failures, inaccuracies of information and operating.

(c) put into immediate knowledge of the National Commission of the stock market facts and actions that have knowledge in the exercise of the functions of monitoring and control, that may constitute evidence of infringement of rules of mandatory or breach of the inspiring principles of the regulation of the stock market.

(d) provide to the National Commission of the Mercado de Valores much assistance request in its functions of supervision, inspection and sanction.

5 entities of central counterparty shall determine, in accordance with its rules of procedure, the necessary measures to be taken in the event that there is any non-compliance by their members, without prejudice to the administrative responsibility in which they may incur. In any case, these measures should include the possibility of imposing special members reporting and surveillance, as well as the total or partial suspension of the activity or the exclusion of the activity.
6. when the non-compliances and corrective measures referred to in the preceding paragraph may affect management of the compensation or the securities settlement processes, entities of central counterparty shall communicate them to the National Commission of the stock market immediately. The National Commission of the stock market may suspend its application or rescind them if it considers that such measures violate the legislation in force or affect the proper development of the activities of clearing and settlement in the securities markets.

Chapter III securities settlement section 1 specific provisions applicable to securities article 67 central depositories. Participating entities.

(1.podran obtain the institution participating in the central securities depositories entities that, fulfilling the requirements laid down in the applicable law, belong to any of the following categories: to) credit institutions.

(b) investment firms which are authorised to provide the Service custody and administration on their own or companies out of financial instruments.

(c) the Bank of Spain.

d) the General State administration and the General Treasury of the Social Security.

(e) institutions of public law and persons private when a general provision expressly to enable them to be institution participating in a central depository of securities.

(f) other central depositories in securities authorised pursuant to Regulation (EU) No. 909/2014, July 23, 2014.

(g) entities of central counterparty authorized or recognized pursuant to Regulation (EU) No. 648/2012, July 4, 2012.

2. participating institutions may apply to the central securities depositories opening and maintaining the central register of accounts that provide for necessary for the proper development of its activity, in accordance with the typology of accounts established in article 32 and always that fulfil the requirements which in each case can be established by the central securities depositories in its rules of procedure.

3. all participating entities shall always maintain the values people hold in their accounts of values in the central registry.

Article 68. Access to the participant status.

1. the central securities depositories will sign a contract with each participating entity that will detail the legal relations between the parties.

2. the internal regulations of central securities depositories referred to in article 44 bis.3 of law 24/1988, of 28 July, will determine the rights and obligations of each of the parties which will be reflected in the contract.

3. the participating entities must have control systems and technical means necessary to adequately perform the functions which they are suited, especially that 44 septies of law 24/1988, of 28 July, and of Regulation (EU) result from regulated information system on item No. 909/2014, on July 23, 2014, and its implementing rules.

Article 69. Loss of the participant status.

1. the participant status will be lost cause to determine the rules of procedure of the central depositary of securities and in any case, for the waiver of the condition that must be accepted by the central depository of securities after communication to the National Commission of the stock market.

2. without prejudice to the provisions of article 44 bis.7 and 8 of law 24/1988, of 28 July, central securities depositories will ensure that the values recorded in the central registry and in the accounts of the detail record in charge of the entity that loses the status of participating entity be transferred to other participating entity.

Article 70. Functions of management and administration of central securities depositories.

1. participating entities shall be obliged to comply with the rules of procedure and many circular central securities depositories in the framework of liquidation and functions registration attributed the law 24/1988, of 28 July, this Royal Decree and, the regulation itself to adopt.

2. when circulars referred to in the preceding paragraph may affect the management of the processes of settlement or the system of management and control of the accounting records, central securities depositories should communicate them to the National Commission of the stock market and the Bank of Spain within a maximum of twenty-four hours since its adoption and publication in the bulletins of official secondary markets and multilateral trading systems to which pay service.

3. the national stock market Commission may suspend the application of the circular or rescind them if it considers such circulars to violate the legislation in force or affect the proper development of the liquidation and the accounting records in accordance with the principles that, in accordance with this Royal Decree, must inspire them.

Article 71. Advisory functions of central securities depositories.

Central securities depositories will advise the National Commission of the market of values to request this or by elevation of motions in all matters relating to securities settlement and the keeping of accounting records.

Article 72. Claims.

1. the central securities depositories will examine and will give adequate reply to any claims to receive development registry operations or liquidation as well as with the performance of its participating entities.

2. without prejudice to the adoption of the precise measures to correct irregularities that the claim could be revealed, in reply the central securities depositories shall act on their content, advising the claimant, in his case, about their rights and the existing legal channels for their exercise.

3. the procedure concerning the treatment of claims shall comply with the provisions of article 32.2 of the Regulation (EU) No. 909/2014, July 23, 2014.

Article 73. Functions of monitoring and control of central securities depositories.

1.Sin prejudice to the powers of supervision, inspection and sanction that correspond to the National Commission of the stock market in accordance with title VIII of the law 24/1988, of July 28, the central securities depositories shall ensure the proper keeping of accounting records and the correctness and efficiency of the processes of settlement and for this he exercised functions of monitoring and control over the activity of registration and liquidation of participating entities in their systems.

2 the central securities depositories, in the exercise of its functions of monitoring and control must be at least: a) check the correct keeping of the register, in its two steps, to safeguard the exact correspondence between the total number of values corresponding to a same issue and credited in the accounts, in the central register and the detail records. Therefore central securities depositories shall take, at least, the following measures: 1 periodic balances, in order to verify that the overall balance of the General third-party accounts of the participating entities in the central register of the central depository of securities coincides with the sum of the balances in the accounts opened by customers in the detail records. Manual tracking and control referred to in paragraph 3 shall determine the frequency with which these balances will be carried out.

2nd complementary retching, in order to verify that the balances of the accounts of customers at the end of a day determined between two dates, matches all reported movements to the information system envisaged in article 44 septies of the law 24/1988, of 28 July, the stock market.

(b) control and promote efficiency and correction of the processes of settlement, to monitor the effective liquidation of all operations, especially where, as a result of the compensation, are settled by practiced notes in the accounts of the detail records that keep participating entities. Central securities depositories shall be tracked for delays in the payment incurred by participating institutions and quarterly inform the Board of Directors of the incidents that have occurred in this regard, with indication of the entities involved and the values to which they refer such delays.

(c) maintain an efficient framework for the management of risks arising from the management of settlement systems.

(d) develop specific guidelines or ratios having into consideration, inter alia, minimum service levels, risk management and the priorities of business expectations. For purposes of periodic review, central securities depositories established processes and parameters of evaluation and set a specific frequency of review.

(e) specific measures for the identification, control, management and reduction of operational risks to which they are exposed. Central securities depositories will facilitate the National Commission of the stock market and the Bank of Spain information above all risk of its kind that is detected, in accordance with the provisions of article 45.6 from the Regulation (EU) No. 909/2014, July 23, 2014.
3. the central securities depositories will elaborate a Handbook of procedures for monitoring and control, shall be communicated to the National Commission of market values and mandatory for its participating entities, which shall establish objective criteria which will guide their work of monitoring and control.

The National Commission of the stock market may require, where appropriate, the modifications it deems appropriate in order to ensure the compliance of this Royal Decree and other applicable regulations.

This monitoring and control procedures manual will be subject to review as necessary and at least once a year. Such revisions shall be communicated to the National Commission of the market of stock, which, in addition, shall be informed annually, relevant issues that have been raised as a result of its application.

Article 74. Powers of monitoring and control and obligation of communication to the National Commission of the stock market.

1 also for adequate compliance monitoring and control functions attributed in the previous article, the central securities depositories shall, irrespective of the obligations corresponding to its participating entities: to) require participating companies, the terms and deadlines to be determined in the internal regulations, the information deemed necessary for the exercise of its functions of monitoring and control and inspect directly on the premises of the very institutions and with your consent, the activities of these. In case of lack of such consent, the central securities depositories will direct communication to the National Commission of the stock market.

(b) urge the participating entities to correct any incidence of functioning, inaccuracy and breaches detected in its functions of monitoring and control, without prejudice to the duty of own participating entities to correct on their own initiative such incidents, inaccuracies and violations.

(c) put into immediate knowledge of the National Commission of the stock market facts and actions that have knowledge in the exercise of the functions that are specific to you and which may involve infringement of rules of mandatory or deviation of the inspiring principles of the regulation of the securities market.

(d) provide to the National Commission of the Mercado de Valores much assistance request in its functions of supervision, inspection and sanction. The National Commission of the stock market may require central securities depositories to how much information is required to evaluate the fulfillment of obligations of monitoring and control and to establish standards for the development of this activity.

2 the central securities depositories will realized in its rules of procedure and the monitoring and control procedures manual to which refers article 73.3, assumptions and how that will develop the powers attributed in letters a) and b) of the preceding paragraph.

3 central securities depositories shall determine, in accordance with its internal regulations, the necessary measures to be taken in the event that there is any breach by participating entities, without prejudice to the administrative responsibility that such entities may incur. Among others, these measures may consist in the taxation entities of special duties of information and monitoring, total or partial suspension of activity or the exclusion of the activity.

4. when the non-compliances and corrective measures referred to in the preceding paragraph may affect the management of the processes of settlement or the keeping of the accounting records of the values system, central securities depositories should communicate them to the National Commission of the stock market immediately. The National Commission of the stock market may suspend its application or rescind them if it considers that such measures violate the legislation in force or harm the adequate development of the activities of clearance and registration in the securities markets.

5. the central securities depositories shall render also how much collaboration is requested him by guiding companies of those official secondary markets or multilateral trading systems that provide services, in particular as regards the functions of reception and dissemination of information set out in the regulations for governing societies.



Section 2 General rules on liquidation of securities and market article 75 infrastructures. Liquidation of securities operations.

1. the liquidation of operations on securities admitted in official secondary markets or multilateral trading systems constituted pursuant to the Spanish legislation shall be carried out by a central depository of securities, with the previous intervention, where appropriate, of an entity of central counterparty appointed by those.

2. to comply with the preceding paragraph, guiding societies official secondary markets and multilateral trading systems will sign agreements with at least one central depository of values and, where appropriate, one or more entities of central counterparty.

3. the provisions of the preceding paragraph is understood without prejudice to the right of CAs to designate the entity responsible for the accounting register according to article 49 of the Regulation (EU) No. 909/2014, July 23, 2014, as well as the right to appoint the liquidation of operations system which recognizes members of the markets in accordance with article 44 d of law 24/1988 , 28 July.

Article 76. Agreements between infrastructures.

1. relationship between official secondary markets and multilateral trading systems constituted pursuant to the Spanish regulations with entities of central counterparty and with central depositories designated by those values will they be regulated through the relevant conventions.

2. the signing of agreements by central securities depositories will require their timely communication to the Commission of the stock market, except in the case of interoperable links, in the sense of article 19 of the Regulation (EU) No. 909/2014, July 23, 2014, in which case require authorization by the National Commission of the stock market , following a report from the Bank of Spain.

3. agreements which have agreed the entities of central counterparty will require, in accordance with article 44 ter of law 24/1988, of 28 July, approval by the National Commission of the stock market, following a report from the Bank of Spain.

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

1. members of officials secondary markets and multilateral trading systems constituted in accordance with the Spanish legislation shall designate a participating entity in the central securities depository, and in his case, a member of a central counterparty entity, with which market or the system has entered into an agreement for the clearing and settlement of trades executed on them.

This designation is not necessary when members of the markets or multilateral trading systems are in turn members of the entity of central counterparty and the corresponding central securities depository participants. It shall not be necessary to designate a participating entity in the central depositary of securities if the clearing member, thus considered in accordance with the rules of procedure of the entity of central counterparty appointed already meet that condition.

2. compensating members and participating institutions will act on behalf of bargaining members and customers, on behalf of those performing the necessary proceedings before the entities of central counterparty and central securities depositories to liquidate the contracted operations.

3. relations established between negotiators, compensating members and central securities depositories participating companies will be regulated in contracts in writing.

The regulations of the markets side officers, multilateral systems of trading entities of central counterparty and central securities depositories shall, in the scope of their respective activities, regular compulsory minimum content of these contracts.



Section 3 rules applicable to the procedure of liquidation of securities article 78. Guiding principles of the settlement of operations system.

1. the settlement system will respond to the principles of delivery against payment, objectification of the date of settlement and financial neutrality, in the terms indicated in the following paragraphs.

2. the central securities depositories only cleared the transactions with respect to which there is balance of securities or sufficient cash available to do so.

3. transfers of securities and cash resulting from the liquidation is practiced or arranged by central securities depositories of simultaneous mode values.
4. the liquidation corresponding to each session in an official secondary market or in a multilateral trading system will take place a day later, preset number in accordance with provisions in the Regulation (EU) No. 909/2014, July 23, 2014. The securities settlement system will aim to achieve the settlement before the end of the day of the scheduled settlement date. In any case, the closing of the settlement account must occur before the start of the next session.

5. charges and fertilizers in cash accounts derived from transfer of securities and cash orders will have same value day.

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

1. the Central Depositary of securities will determine its internal regulations the requirements that must contain the orders of transfer of securities and cash received from its participating entities in order to accept them and to proceed to its liquidation.

2 attention to procurement modalities or the possible intervention of a central counterparty institution, central securities depositories shall provide in its domestic legislation the various forms of communication, acceptance and execution of orders for transfer of securities and cash.

3. the central securities depositories shall inform markets secondary officers, to multilateral trading systems, entities of central counterparty with which has entered into an agreement, and its participating entities of settled operations and, where appropriate, of the effects produced.

Article 80. Liquidation of troops and values.

1. settlement which have been communicated to a central depository of securities by an entity of central counterparty, an official secondary market, a multilateral trading system or its participating entities, will take place on the business date specified in accordance with the normative internal of the central depository of securities.

2. the liquidation of operations will involve values transfer, transfer of troops, or both.

3. the central depository of securities will proceed to the liquidation of the values through the manure and correlative debit of the values in the accounts of the central registry and registers participating entities shall simultaneously practice the correlative annotation, as appropriate, in the accounts of its detail records.

Article 81. Prevention and control of failures in the liquidation by the central securities depositories.

1. the Central Depositary of securities will establish the necessary mechanisms to prevent and manage possible breaches in the delivery of securities or the cash payment within the period fixed for settlement.

2. these mechanisms will include recycling and partial settlement of transfer orders and may include the establishment of a plurality of cycles of liquidation, mechanisms for the selection of transfer orders for values and cash that will maximize the number and the amount of the liquidated operations as well as any other procedure which, in view of the type of operations and the possible involvement of an entity of central counterparty are considered adequate to meet the goal of achieving greater efficiency in the result of the liquidation.

3. the concerned mechanisms shall comply with the provisions of articles 6 and 7 of the Regulation (EU) No. 909/2014, July 23, 2014, and its implementing regulations.

Article 82. Management of fault in the settlement involving an entity of central counterparty.

(1.De pursuant to the European and national rules applicable, in the event of a breach in the settlement, the central counterparty entity: a) in the case of non-payment, will take steps to proceed to the sale of the values and substitute in the payment obligations to the purchaser failed.

(b) in the case of lack of values, will initiate the procedures for acquiring repurchase of the required values in the market for its delivery to the party.

The part in case that this buy-back are failed or not possible within the stipulated deadlines, buyer will receive financial compensation in cash.

The procedure for the determination of the purchase that will be indemnified in cash transaction should develop in the internal rules of the entity of central counterparty.

2. without prejudice to the provisions of the preceding paragraph, in the event of failure of values, the central depository of securities can articulate a procedure of securities lending, acting agent, available to the entity of central counterparty and their members, so that they can comply with its obligations of delivery of securities.

The entity of central counterparty may then take values on loan in its own name on behalf of the defaulting seller and buyer will deliver them to the party. The term of the loan may not extend beyond the maximum of the process date of repurchase stipulated by European standards in such a way that if this arrival there has been the return of the loan, the entity of central counterparty will proceed to purchase securities on the market for its return to the lender.

In the case that there is a procedure of stock lending refers to which this section, it shall be used as a first step in the management of breaches, prior to the process of buy-back.

This paragraph is understood notwithstanding that there can also be other schemes of stock lending on the sidelines of the central depository of securities.

3. in addition, the entity of central counterparty will establish mechanisms, including monetary penalties, which constitute a deterrent for possible breaches of the liquidation of operations by its members.

Article 83. Management of fault in the settlement without the intervention of a central counterparty entity.

1. case of breach in the liquidation of operations not involved a central counterparty entity, in which the central securities depositories shall proceed pursuant to articles 6 and 7 of the Regulation (EU) No. 909/2014, July 23, 2014, and its implementing regulations.

2. Likewise, central securities depositories shall establish mechanisms, including monetary penalties, which constitute a deterrent to participating entities that can cause failures in the liquidation.

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

1.de according to provisions of article 36 ter.3 of law 24/1988, of July 28, the central securities depositories will make timely adjustments in connection with the liquidation of operations on values that were assigned a right or obligation when, for delays or possible failures in the settlement, the values had not assigned to holders entitled to those 2. Also, when it intervenes in the process of liquidation, the central counterparty entity can be the timely adjustments relating to the lending operations of securities referred to in article 82, in order to compensate the lender for the economic rights that are appropriate in accordance with rules predetermined by the entity of central counterparty.

Chapter IV information system for the monitoring of trading, clearing, settlement and registration of securities article 85. Information system for the monitoring of trading, clearing, settlement and registration of securities.

1. the system of information, transmission and storage of data official provided for in article 44 of law 24/1988, of 28 July septies.1, applicable to the securities admitted to trading on a secondary market or in a multilateral trading system will be managed by the central depository of securities designated in accordance with article 7(3) of the aforementioned law for the keeping of the accounting records.

2. data that must refer to the information, transmission and storage system shall include all those that are necessary for the proper fulfilment of the objectives provided for in article 44 septies.3, and in particular will include identification and detail of the operations that have been made, the values concerned and the affected entitlements.

3. the rules of operation of the information system, transmission and storage to which refers article 44 septies.7 of law 24/1988, of 28 July, they will be included in the rules of procedure of the central depository of values that manage information, transmission and storage system, they explained the data that should refer to the aforementioned system. In particular, the regulation shall establish appropriate procedures to resolve any incidents that may take place and in particular the lack of full data communication referred to in paragraph 2.

Requirements and technical, administrative and operational processes that are applicable to the processing of those data will be detailed in the internal rules of the mentioned central depository of securities.

4. the Minister of economy and competitiveness, or by their express authorization, the National Commission of the stock market, may develop as provided in this chapter.

First additional provision. Obligations of information for adaptation to the new system of clearing, settlement and registration of securities.
1. official secondary markets and multilateral trading systems that the date of entry into force of this standard have admitted to trading shares through its multilateral trading systems, central counterparty entities designated by them and the society of systems will make public coordination, through its regular broadcasting systems and in advance the start date of the new system of clearing, settlement and registration of securities in accordance with this Royal Decree.

They shall also publish operational, technical and legal requirements that must have their respective members and participating entities to operate under the new system, as well as the procedures and deadlines so that these justify their compliance with each of the infrastructure.

2. before of the date referred to in paragraph 1 official secondary stock market, multilateral trading systems and central counterparty entities designated by those, as well as the systems society modify its internal regulations and operating procedures in accordance with the provisions of this Royal Decree. They will also provide many means were necessary for its implementation. Also they checked prior to the date of entry into operation of the new system of compensation, settlement and registration of securities, its members and partners meet established requirements to perform tasks which in each case are in accordance with the provisions of this Royal Decree and the internal rules of these infrastructures.

Also these infrastructures be established and be published sufficiently in advance the special transitional rules allowing to liquidate operations outstanding on the entry into force of this Royal Decree.

3. the society of systems will only return bonds that participating entities would have constituted in accordance with the rules of operation earlier after the entry into force of this Royal Decree to go checking the absence of outstanding obligations pursuant to such legislation by the participating entities.

4 participating entities and compensating members must offer customers the possibility of choosing between the options of use of existing accounts in the Central Depositary of securities and the entity of Central counterparty. They must also inform them of the option apply by default should customer not expressly revealed his preference. If the entities receive an order or instruction concerning values, unless the customer has expressly opted for none of the offered options, shall be applied which had been communicated by default to the client.

Second additional provision. Fixed-income securities.

1. the amendments made by this Royal Decree shall not apply to fixed income values admitted to trading in official secondary markets or multilateral trading systems, or public debt negotiated on the market referred to in chapter III of title IV of the law 24/1988, of 28 July, to date and the terms determined by the Minister of economy and competitiveness.

So far and values concerned shall remain the Royal Decree 116/1992, of February 14, on representation of securities through a book-entry account and clearing and settlement of stock exchange transactions with the exception of its first section of chapter II of title I that will be repealed, being application instead of the same one, the section first of chapter II of title I of this Royal Decree.

2. also since the entry into force of this Royal Decree the exercise of rights or obligations associated with the values referred to in paragraph 1 shall be governed by the provisions of article 44.

Third additional provision. Follow-up report.

Until compliance with one year from the entry into force of this Royal Decree, entities of central counterparty performing functions which referred to this Royal Decree and the central securities depositories serving in Spain shall draw up a report on problems that have given rise to its application, identifying the reforms which, in his view they should be introduced in the text. This report will be elevated to the National Commission of the stock market.

Fourth additional provision. Only electronic format of annual financial reports.

With effect from the 1 January 2020, annual financial reports that referred to in the Royal Decree 1362 / 2007, of 19 October, which develops Law 24/1988, of 28 July, the stock market, in relation to transparency requirements related to information about issuers whose securities are admitted to trading in an official secondary market or other regulated European Union market , will be developed in a single electronic format for presenting 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, which creates a European authority of Supervision (European Securities and markets authority), carried out a cost-benefit analysis.

Fifth additional provision. Collective investment institutions securities lending.

1. institutions for collective investment may transfer on loan values of their portfolios in accordance with provisions in the number 7th of the order of the Minister of economy and Finance of 25 March 1991 on credit system in trading cash, or for loans which, in turn, can be implemented by entities of central counterparty and central securities depositories to ensure delivery on the settlement date.

2. at any time the full cash value of the values provided in accordance with the provisions of the preceding paragraph may exceed 50 per 100 of the actual value of the assets of the collective investment institution.

3. the loans referred to in the preceding paragraphs of this provision must always be paid at market prices.

First transitional provision. Adaptation to this Royal Decree.

Operations on shares and subscription rights of shares whose negotiation has been made prior to the date of entry into force of this Royal Decree, cleared and recorded in accordance with the system provided prior to that date, although they settled later.

Second transitional provision. Validity of certificates issued.

1. the certificates of legitimation issued prior to the date of entry into force of this Royal Decree shall remain in force according to which resulted them from application, meaning not references for registration information.

2. when the entity responsible for the ledger is a central depository of values and the values referred to in the mentioned certificate pass to be recorded on another type of account of those established in article 32 of the Royal Decree of the same participating entity, the entity that issued the certificate must collect it and carry out the necessary actions for the issuance of a new one showing the balance in the new account.

3. when the entity that issued the certificate ceases to be a participating entity to the entry into force of this Royal Decree, the new participant record of the corresponding entity should be the actions necessary to obtain, with the collaboration of the first entity, the issuance of certificates evidencing the locked values balance.

Third transitional provision. Choice of the Member State of origin for issuers whose securities have been admitted to negotiation before November 27, 2015.

In relation to paragraph two of the second final provision amending article 2 of Royal Decree 1362 / 2007, of October 19, for issuers whose securities have already been admitted to trading on a Spanish official secondary market and have not communicated its choice of Member State of origin to the competent authority of that State formerly of the 27 of November of 2015, the period of three months referred to in article 2.7 of this Royal Decree will begin to count on 27 November 2015.

Fourth transitional provision. Notification of significant shareholdings in accordance with new obligations.

Those natural or legal persons who are subjects bound to notify significant shareholdings, in accordance with the provisions of this Royal Decree in Royal Decree 1362 / 2007, of October 19, in the wording given by this Royal Decree, will be within 15 days, from its entry into force pursuant to the seventh final disposition to notify the National Commission of the stock market the percentage of voting rights they have, according to the models of notification that are approved for such purposes.

In particular, they shall notify: to) the obligors that have a proportion of rights that added to the voting rights attributed to financial instruments that have reach a threshold notification.

(b) the obligors who have financial instruments whose attributed voting rights make them reach or exceed some threshold notification.
Those legal entities that carry out communications of voting rights including their positions in the trading book and in stabilisation operations, will have 15 days to refer, where appropriate, new voting rights communications tailored to the new regulations.

As new models of communication of significant shareholdings are not approved by Circular of the National Commission of the market of stock, remain the models laid down in Circular 2/2007, of December 19, the National Commission of the market of stock, by which approve notification of significant shareholdings of Directors and management models , operations of the issuer on their own actions and other models.

Fifth transitional provision. Review of payments made to public authorities referred to in the additional provision ten law 22/2015, July 20, of audit of accounts.

Obligations which resulting from the consideration of the report on payments made to Governments that referred to the additional provision ten law 22/2015, July 20, of audit of accounts as regulated in article 2 of Royal Decree 1362 / 2007, of 19 October, will only be required in relation to the activities in the financial periods starting from 1 January 2016.

Sole repeal provision. Repeal legislation.

They are hereby repealed many provisions of equal or lower rank to oppose provisions of the East Royal Decree and, in particular: to) the Royal Decree 116/1992, of February 14, on representation of value through annotations to account and clearing and settlement of stock exchange transactions, without prejudice to the provisions of the second additional provision with respect to fixed income.

b) the Decree 1506 / 1967, of 30 June, which approves the regulation of the bags of Commerce.

(c) article 1 of the order of 31 July 1991 on the transfer of securities on loan by institutions for collective investment and system of own resources, information and accounting of the management companies of collective investment institutions.

First final provision. Modification of the Royal Decree 1310 / 2005 of 4 November, whereby law 24/1988, of July 28, the stock market, is partially developed in matters of admission to trading of securities on official secondary markets, of public offers of sale or subscription and the callable brochure for this purpose.

A new wording is given to paragraph 3 of Article 4B) of the Royal Decree 1310 / 2005 of 4 November, whereby law 24/1988, of July 28, the stock market, is partially developed in matters of admission to trading of securities on official secondary markets, of public offers of sale or subscription and the callable brochure for this purpose , which is worded as follows: «3rd for all issuers, domiciled in a State which is not a member of the European Union, of values not mentioned in paragraph 1, the Member State of origin shall be the Member State in which the values offered to the public for the first time after 27 November 2015 or in which prompted their admission to trading on a regulated market for first time , at the option of the issuer, the offeror or the person asking for admission.

In the event that there would have been an admission of those values without request of the issuer, and, therefore, the Member State of origin has been determined without their will, or in the case that the values are no longer admitted to trading on a regulated market in the Member State of origin or any official secondary market, but admitted to trading in another or other Member States «, in accordance with article 2 of Royal Decree 1362 / 2007, of October 19, the issuer may choose a Member State of different origin, in accordance with the provisions of the preceding paragraph.»

Second final provision. Modification of Royal Decree 1362 / 2007, of 19 October, which develops Law 24/1988, of 28 July, the stock market, in relation to transparency requirements related to information about issuers whose securities are admitted to trading in an official secondary market or other regulated European Union market.

Royal Decree 1362 / 2007, of October 19, shall be amended as follows: one. Paragraph 2 is modified and is inserted a new paragraph 3 in article 1, with the following wording, and is reenumeran paragraphs 3 and 4 as paragraphs 4 and 5: '2. Regulated information includes: a) the periodic information regulated in articles 35 and 35 bis of law 24/1988, of 28 June, from the stock market.

(b) concerning significant investments and operations of broadcasters on its own shares under the terms of articles 53 and 53 bis of law 24/1988 of 28 July, the stock market.

(c) relative to the total number of capital and of voting rights at the end of each calendar month during which occurred an increase or decrease, as a result of changes in the total number of voting rights referred to in the second subparagraph of paragraph 1 of article 53 of the law 24/1988, of 28 July Securities, and in accordance with this paragraph.

(d) relevant information to which refers article 82 of law 24/1988, of July 28, the stock market.

(e) the report on payments made to public authorities to which refers the additional provision ten law 22/2015, July 20, of audit of accounts.

3. for the purposes of this Royal Decree shall be considered of issuing 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 regulated market in the European Union.

In the case of certificates admitted to trading on another regulated market domiciled in the EU or an official secondary market representing stocks or bonds, it will be considered issuer who issued the securities represented by such certificates, regardless that they admitted or not to bargain on any of the aforementioned markets.

For the purposes of this Royal Decree, references to legal persons means which include registered business associations lacking legal personality and trusts."

Two. A new wording is given to article 2, as follows: 'article 2. Definition of Member State of origin.

1. for the purposes of the application of this Royal Decree means that Spain is the Member State of origin in accordance with the following rules.

2 for issuers of shares, of debt securities whose nominal unit value is less than 1000 euros, or less than the equivalent in euros at the date of issue when they were denominated in a foreign currency, means that Spain is the Member State of origin: to) when broadcasters established in a Member State of the European Union will have its registered office in Spain.

(b) when the transmitter is made in a non-Member State of the European Union and it has chosen Spain as State member of origin, provided that their values are admitted to trading on a Spanish official secondary market. This election will keep its effects while the issuer did not choose a new Member State of origin 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, means that Spain is the home Member State when so choose it the issuer provided: a) the issuer has its registered office in Spain, or b) values have been admitted to trading on a Spanish official secondary market.

4 the choice by the issuer of Spain as a Member State of origin refers to which paragraph 3 above, will be unique and valid for at least three years, unless: a) their securities are no longer admitted to trading on any regulated in the European Union market, or b) the transmitter happens to be bound by the provisions of paragraphs 2 or 5 during the period of three years.

5 when the values of an issuer who have chosen Spain as the Member State of origin in accordance with paragraphs 2(b)) and 3, are no longer admitted to trading on any Spanish official secondary market, the issuer may choose as home Member State to another Member State of the European Union if the new chosen home Member State is one in which the values of the issuer admitted to trading on a regulated market or, for issuers of securities other than those referred to in paragraph 2, the Member State in which the issuer has its registered office.

6 issuers for which Spain is the Member State of origin in accordance with the provisions of this article shall be: to) report this condition to the National Commission of the market of stock, to the competent authorities of all the host Member States, and where appropriate, to the competent authority of the Member State in which its registered office are (,) and (b) disseminate this condition as specified in articles 4 and 7.
7. If the three months following the admission to trading on a Spanish official secondary market, the issuer of these securities had not communicated the choice of their Member State of origin, pursuant to paragraph 2.b) or in paragraph 3, automatically means that Spain is the Member State of origin.

«If in the cases referred to in the preceding paragraph, in addition to a Spanish official secondary market, the securities have been admitted to trading on other regulated markets situated or operating in more than one Member State, Spain means that it is one of the Member States of origin until the issuer subsequently choose and communicate a single home Member State.»

3. Amending article 11.2, with the following wording: «2. the deadline for publishing and spreading half-yearly financial report for the first six months of the year will be more than three months since the end of the semester of the financial year of the issuer to which it relates. '

The deadline to publish and disseminate the second semi-annual financial report required issuers whose shares are admitted to trading on a secondary market official or on another regulated market domiciled in the European Union shall be two months from the end of the second half of the fiscal year of the issuer to which it relates.'

Four. Amending article 21, with the following wording: «article 21. Obligations of issuers whose registered office in a non-Member State of the European Union.

(1. in cases where pursuant to article 2.2. b) Spain is State of origin and the issuer has its registered office in a State not member of the European Union, the National Commission of the market of securities, may exempt you from the fulfilment of the requirements relating to the content of the obligations laid down in this title, provided that the legislation of the State where it has its head office demand requirements equivalent to this Royal Decree or when the issuer meets with the obligations imposed by the legislation of a third State to the national securities market Commission considers equivalent to the Spanish.

Equivalent requirements, among others, the following will be considered: to) in relation to the annual management report, where in accordance with the legislation of its country, include at least the following information: 1 a description objective of evolution and of the results of the business of the issuer and its situation, involving a balanced and comprehensive analysis, taking into account the magnitude and complexity of the company. It will also describe their major risks and uncertainties.

2. an indication of the relevant events after the closing.

3rd an indication on the likely future development of the issuer.

(b) in relation to the interim management report, when in accordance with the legislation of its country, in addition to annual accountability summary, this report include, at least, the following information: 1 a description of the evolution of the business during the intermediate period.

2. an indication of the expected development of the issuer in the next six months.

3rd for issuers of shares, significant transactions with related parties mentioned in article 15.2, except that have been published and broken down as a relevant fact.

(c) in relation to the intermediate Declaration, when the issuer is obliged, in accordance with the laws of your country, to publish quarterly financial reports.

(d) in relation to the responsibility for the content of financial information annual and half-yearly, when the legislation of their country of origin requires that one or several people in the bosom of the issuer to take responsibility of such information, and in particular, the following: 1 the conformity of the financial statements with the rules on reporting or the set of applicable accounting standards.

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

e) in relation to the individual accounts of the issuer which is not obliged, in accordance with the laws of your country, to its elaboration, when formulating its consolidated accounts must include the following information: 1 for issuers of shares, dividends computed and the ability for your payment.

2. for all issuers, where applicable, the minimum requirements for capital, liquidity and heritage.

To verify the requirements of equivalence the issuer must be able to supply additional information audited on their individual accounts relating to the previous breakdowns, which will be elaborated in accordance with the rules of your country.

(f) in relation to the individual accounts of the issuer which is not obliged, in accordance with the laws of your country, to draw up consolidated accounts, when these individual accounts are prepared in accordance with international financial reporting standards adopted in accordance with the regulations of the European Commission or in accordance with national accounting standards that are equivalent to those. If they were not equivalent, the individual accounting information will be reformulated and audited.

2. in any case, it will be needed by the issuer, the disclosure of information in accordance with the rules of the State of origin, as well as its communication, in the terms laid down in Royal Decree to the National Commission of the stock market.

The information covered by the requirements of the third country shall be subject to control and register referred to in article 6 and shall be object of communication and dissemination in accordance with articles 4 and 7.

3. the CNMV will report to the European Securities and markets authority on exemptions to grant pursuant to this article.»

5. A second subparagraph shall be added to article 22 with the following wording: «Also is enabled to the National Commission of the stock market to develop the technical specifications relating to the way in which the regulated information referred to in this title must be forwarded to the central storage mechanism referred to in article 5 of this Royal Decree.»

6. The letter c is modified) of article 23.1, with the following wording: «c) certificates representing shares, in which case the holder of such a licence shall be the holder of the underlying shares represented by the certificate.»

7. Amending article 28, with the following wording: «article 28. Financial instruments that confer the right to acquire shares already issued which allocated voting rights or that have a similar economic effect.

1 the obligation to notify shall also apply to any person who owns, acquires or transmit, directly or indirectly the following financial instruments when the proportion of voting rights, reach, exceed or be reduced below the percentages referred to in article 23.1: to) financial instruments which, at maturity, conferring the unconditional right or the discretion to purchase solely on its own initiative of the fork and according to formal agreement, shares already issued which allocated voting rights of an issuer whose shares are admitted to trading on an official secondary market or to another regulated market domiciled in the European Union.

((b) the financial instruments that are not included in the letter to), but which are referenced to the actions mentioned in the same and have an economic effect similar to the of such financial instruments, regardless of if they give or not entitled to its liquidation by delivery physics underlying values.

For the purposes of this article will be considered financial instruments securities, options, future contracts, swaps ('swaps'), agreements of interest rate period, contracts for differences and any contract or agreement of similar economic effects which can be settled through physical values underlying delivery or in cash as well as those others that the Minister may determine economy and competitiveness and with its express, the National Commission of the stock market.

Formal agreement means any agreement that is binding according to the applicable legislation.

2 a the calculation of the number of voting rights, the following rules shall apply: a) the number of voting rights shall be calculated by reference to the total theoretical amount of underlying shares to the financial instrument, except when the financial instrument provides exclusively for settlement in cash, in which case the number of voting rights shall be calculated by a method set by delta (sensitivity of the price of the instrument to the price of the underlying value) by multiplying the number of underlying shares by the delta of the instrument.

(b) the holder of the financial instrument will add and will notify all financial instruments defined in the preceding paragraph concerning the same issuer of the underlyings.

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

3 the required notification must contain the following information: a) the resulting situation in terms of voting rights, b) if applicable, the chain of controlled companies through which they have effectively financial instruments, c) the date that has been reached or crossed the threshold,
((((d) in the case of instruments with a period of exercise, an indication, where appropriate, the date or the period in which actions will be acquired or will acquire, e) the date of expiration or termination of the instrument, f) identity of the holder, and g) the name of the issuer of the underlying.

For the purposes of the provisions of the letter 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 publication more recent effected by the issuer and posted on the website of the National Commission of the stock market.

4 the required notification be expressed separately the breakdown of financial instruments having in accordance with paragraph 1.a), those possessing in accordance paragraph 1.b), distinguishing, in turn in the latter, among which give right to settlement by physical delivery of the underlying securities and which give right to settlement in cash.

5. the notification shall be sent to the National Commission of the stock market, as the issuer of the underlying financial instrument.

If more than one underlying a financial instrument the subject required to send notification, should be considered separately the financial instrument when making notification, presenting a notification separated by each issuer of the underlying shares.

6. the exceptions provided for in article 33.1 to 4 and articles 25 and 26 shall apply with the necessary adaptations to the notification requirements laid down in this article.

«7. the calculations referred to in this article will be carried out according to provisions for the regulation delegate (EU) 2015/761, of 17 December 2014.»

8. Creates a new article 28 bis, with the following wording: «article 28 bis.» Notification of the added positions of voting rights.

1. the notification requirement will also apply to any person who, directly or indirectly, possess, acquire, transmit or have the possibility of exercising, the voting rights associated with or attributed by stocks and other financial instruments referred to in articles 23, 24 and 28, when the aggregate proportion of voting rights, reach, exceed or be reduced below the percentages referred to in article 23.1.

2. the notification required in this article shall include the breakdown of the number of voting rights associated with shares having in accordance with articles 23 and 24 and the number of voting rights referred to in article 28.

3. the voting rights that have already been notified in accordance with article 28 shall be notified again when the physical or legal person has acquired the shares underlying and, as a result of that acquisition, the total number of voting rights associated with the shares issued by the same issuing scope or exceeds the thresholds set out in article 23.1.»

9. Are introduced three new paragraphs 4, 5 and 6 in article 33, becoming the current paragraph 4 a new paragraph 7: "4. To the voting rights held in the trading book, as defined in item 4.1.86) Regulation (EU) No. 575/2013, the European Parliament and the Council, on June 26, 2013, on prudential's credit institutions and investment firms requirements, and by which modifies Regulation (EU) No. 648/2012 ((, July 4, 2012, provided that: a) the voting rights held in the trading book do not exceed 5 per cent, 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. to the voting rights associated with shares acquired for the purpose of stabilization in accordance with Regulation (EC) No. 2273 / 2003 from the Commission of 22 December 2003, which implements Directive 2003/6/EC of the European Parliament and of the Council in what refers to the exemptions for programs of buy-back and 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 will be done according as provided by the regulation delegate (EU) 2015/761, from the Commission of 17 December 2014, whereby the Directive 2004/109/EC, of the European Parliament and of the Council as regards certain technical standards of regulation on important participations is completed.»

10. Gives new wording to paragraph 1 of article 35, in the following terms: "1. the notification to the issuer and to the National Commission of the stock market will be as soon as possible and, at the latest, within a maximum period of four working days stock after the date on which the obligated person has known or should have known the circumstance which gives rise to the obligation of notification in accordance with the following of the rules» article.

For the purposes of this section, means that the subjects bound to communicate should have had knowledge of the acquisition, assignment or the possibility of exercising the voting rights within the two trading days following the transaction, regardless of the date on which it takes effect the acquisition, assignment or possibility of exercising voting rights.»

Eleven. A new wording is given to paragraph 8 of article 35, in the following terms: «8. notification deadlines previously designated, shall also apply to transactions on financial instruments to which refers article 28.1 and the obligation to notify the added positions of voting rights to which refers article 28 bis.»

12. A new paragraph 6 is added to article 44, with the following wording: «6. in any case, will be required by the issuer disclosure of information in accordance with the rules of the State of origin, as well as its communication, in the terms laid down in Royal Decree to the National Commission of the stock market. "

The information covered by the requirements of the third country shall be subject to control and register referred to in article 6 and shall be the subject of communication and dissemination in accordance with articles 37, 38 and 42.

Third final provision. Skill-related title.

This Royal Decree is issued under the aegis of the provisions in article 149.1, rules 6th, 11th, and 13th, of the Spanish Constitution, which attribute to the State competition on commercial and procedural law, bases of management of credit, banking and insurance, and bases and coordination of the general planning of economic activity, respectively.

Fourth final provision. Incorporation of European Union law.

By this Royal Decree is incorporated partially into Spanish law Directive 2013/50/EU, of the European Parliament and of the Council of 22 October 2013, that amending Directive 2004/109/EC, of the European Parliament and of the Council on the harmonisation of transparency requirements related to information about 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 that must be published in the event of a public offer or admission to trading of securities, and Directive 2007/14/EC, of the Commission, which lays down rules for the application of certain provisions of Directive 2004/109/CE.

Fifth final provision. Faculty of development.

The Minister of economy and competitiveness, or with his Habilitation, the National Commission of the stock market will dictate the precise arrangements for the implementation and development of the provisions of this Royal Decree.

Sixth final provision. Application of other rules.

1. in accordance with the provisions of the transitional provision of law 11/2015, of June 18, recovery and resolution of entities of credit and service companies of investment, paragraph 3 of article 53 of the law 24/1988, of 28 July, sixth of the stock market, according to the drafting by the paragraph six (, letter B) of the first final provision of the law 11/2015, shall apply from the date set in paragraph 4 of the seventh final disposition of this Royal Decree.

2 in accordance with provisions of the seventh transitional provision of law 11/2015, of 18 June: to) the amendments made by the paragraphs four to eight, twelve, thirteen, fifteen, twenty-one, twenty-two and twenty-nine of the letter A) of the first final provision shall apply from the date set in paragraph 1 of the seventh final disposition of this Royal Decree. However, amendments to paragraph 12 shall not apply to fixed income values admitted to trading in official secondary markets.
(b) the new wording of article 44 bis of law 24/1988, of 28 July, given by paragraph 10 of the aforementioned disposal shall apply the day following the publication of this Decree in the Official Gazette, notwithstanding that in accordance with paragraph 2 of the law 11/2015-seventh transitional provision , 18 June, the seventeenth additional provision of law 24/1988, of 28 July and article 69.4 of the Regulation (EU) No. 909/2014, July 23, 2014, the society of management the systems of registration, clearing and settlement of securities will continue being authorized as a central depository of securities pursuant to the national legislation until do not receive authorization under the mentioned Regulation (EU) No. 909/2014 , July 23, 2014.

Seventh final disposition. Entry into force.

1. the present Royal Decree will enter into force on 3 February 2016.

2. the article 76, the third additional provision, the transitional provision fourth, the first final provision and paragraphs one, two, four to six and twelve of the second final provision shall enter into force the day following that of the publication of this Royal Decree in the «Official Gazette».

3 paragraph 3 of the second final provision of this Royal Decree shall enter into force on 20 December 2015.

4. the paragraphs seven to eleven of the second final provision shall enter into force on 27 November 2015.

Given in Madrid, on October 2, 2015.

PHILIP R.

The Minister of economy and competitiveness, LUIS DE GUINDOS jury