EXPLANATORY STATEMENT

I

Four years after the start of the international financial crisis, problems of confidence in the financial sector and credit restrictions persist. Despite the various measures that have been carried out both by the Member States at the individual level and in a coordinated way at international level, the continued problems of liquidity and financing along with the strong deterioration of the Credit institutions ' assets have increased the difficulties of access to finance with severe effects on the real economy.

In this context, the duration, intensity and extent of the crisis have highlighted the fundamental problems that the Spanish banking sector is accusing and which prevent it from fulfilling its essential role as a channel of credit today. towards the real economy, in support of business activity, employment and consumption.

The main drag of the Spanish banking sector is the magnitude of its exposure to assets related to the real estate sector, assets that have suffered a sharp deterioration due to the recent evolution of the economy.

In fact, doubts about the valuation of such assets and the notable increase in loans classified as doubtful generate perverse effects on the financial sector itself, making it difficult to access Spanish entities to the wholesale financing, as on the real sector by aggravating the credit restriction.

Another major consequence of the current crisis and the contraction in demand for financial services is the over-sizing of the Spanish banking sector. The excess installed capacity that it presents and the cost structure that result makes it difficult to compete with our entities.

In this context, the effects of the regulatory and supervisory efforts developed to date, at international, community and national level, have been limited without being able to avoid worsening conditions in the that the Spanish entities should operate.

Since the beginning of the crisis in 2008, the measures taken at international level have been inspired by the will to correct the financial market failures that the turbulence has evidenced. The aim was to avoid or in any case limit the consequences of future financial crises in the rest of the economy. These measures included an intensification of prudential supervision, both at the level of private entities and from a macro-prudential perspective and the adoption of more demanding requirements for own resources and liquidity for institutions. credit. As a complement to this new regulatory and supervisory framework, they were put at the service of institutions with problems schemes of reinforced guarantees, liquidity-boosting mechanisms and even public funds to assist in the recapitalisation and restructuring of the same.

In the case of Spain, the milestones that until today characterize the reform of the financial system include the establishment of the Fund for the Acquisition of Financial Assets (FAAF) to grant support to the liquidity of the credit and the strengthening of the procedures for intervention, discipline and solution of entities through the Royal Decree-Law 9/2009 establishing the Fund for Bank Ordered Restructuring (FROB), in which a mechanism of temporary support as an incentive for a readjustment of the sector's capacity.

Subsequently, the legal regime of the savings banks was reformed by the Royal Decree-Law 11/2010, of July 9, of governing bodies and other aspects of the legal regime of the Savings Banks, following which The aim is to achieve greater professionalisation of savings banks and, above all, to provide them with the capacity to access basic capital markets.

Finally, with Royal Decree-Law 2/2011 of 18 February, for the strengthening of the financial system, the solvency level of all credit institutions was strengthened, increasing the minimum capital requirements. in terms of quantity as their quality.

All these measures have been aimed at eliminating the short-term weaknesses of Spanish credit institutions in the context of liquidity shortages that have existed since the beginning of the crisis. However, no forecasts have been adopted so far to achieve the consolidation of the credit institutions ' balance sheets, which are negatively affected by the deterioration of their assets linked to the real estate sector. Given the impact that this deterioration has on the soundness of our financial system, it is imperative to design a comprehensive reform strategy that affects the valuation of these assets and leads to the consolidation of the balance sheets. Spanish credit institutions in a transparent process, to the extent that credibility and trust in the Spanish system is restored.

Having sound balance sheets is a basic requirement for financial institutions to be able to fulfill their essential role of channelling savings into efficient investment projects that encourage financial institutions. growth and employment. To this end, measures will be taken to allow financial institutions to start the financial year 2013 with their sound accounts, which will improve the confidence, credibility and strength of the system. It will also facilitate better access for institutions to the capital markets, which will contribute to the fluidity of credit to the real economy.

The other two fundamental axes of this renewed financial reform drive are the creation of incentives that will lead to an adequate and efficient adjustment of excess capacity and the strengthening of governance of institutions. resulting from the integration processes. One last fundamental feature of this reform is that its cost must be borne in its entirety by the financial sector.

II

Title I contains measures relating to the consolidation of the financial sector. This is essentially to articulate new requirements for additional provisions and capital, aimed exclusively at the coverage of the deterioration in bank balances caused by the assets linked to the real estate activity. In this way, an improvement in the prudential treatment of credit risk has to be achieved, which could still be weighing up the balance sheets of the Spanish financial sector, while trying to dispel the uncertainties that are hindering its normalisation and the recovery of its channelling function from saving to the real economy.

The central axis of the consolidation of the balance sheets is articulated through a new coverage scheme for all financing and assets awarded or received in payment of debt related to real estate. This new regime is established as long as the extraordinary uncertainties exist which, due to lack of sufficiently deep markets in volume and importance of transactions, exist on the valuation of land-related assets for property promotion in Spain and with the construction or real estate promotions in Spain of all types of assets, both in progress and finished. These new requirements are in line with the actual situation of the real estate assets of credit institutions, which are realistically designed to obtain a reasonable estimate of the deterioration for all the portfolios of credit institutions. assets, which must be recognised in accordance with the applicable accounting framework in Spain. A further requirement of additional capital of the highest quality (principal capital) is also imposed on the same basis of coverage of doubtful or sub-standard assets or awarded in payment for the financing of land for promotion. property.

The adjustment of the entities to these new requirements will have to be implemented during the same year 2012, so that, before March 31, they will have to present to the Banco de España its strategy of adjustment to give due respect to the exercise of sanitation. In this way, the positive effects on the confidence, transparency and sustainability of our financial sector will have to be achieved without further delay.

Also, an easing mechanism has been established for those entities that require structural organizational changes in order to adjust the adjustments resulting from the new legal requirements. In this way, the deadlines for compliance with the adjustments are extended. Those credit institutions that carry out integration processes during the financial year 2012 shall have an additional period of 12 months to comply with the new requirements. For credit institutions to be eligible for the scheme, it is necessary for the integration process to comply with a number of requirements. These demands are aimed at ensuring that the integration process has a significant minimum volume, that commitments and objectives are included, such as the adoption of measures for the improvement of the corporate governance of the entities, the increase of the credit to households and small and medium-sized enterprises, or to the placing on the market of property assets owned by the entities.

III

For its part, Title II makes some adjustments to the Royal Decree-Law 9/2009 of June 26, on bank restructuring and the strengthening of the credit institutions ' own resources, to facilitate the role of the FROB. in the new regulatory context.

As regards Article 9 of Royal Decree-Law 9/2009, concerning the instruments for the strengthening of the own resources of credit institutions, this real decree-law comes to make certain adjustments or necessary updates. The financial support of the FROB is restricted to the acquisition of shares, except for competitive disinvestment processes, which may be accompanied by other types of aid tools. The divestment period of five to three years is also reduced. Finally, it is necessary to abolish the possibility for the FROB to divest, within one or two years, the securities acquired from the issuing entities of the same or third-party investors proposed by the beneficiary of its own funds. action.

In relation to Article 10 of the Royal Decree-Law 9/2009, the main modification introduced is the extension of the instruments that the FROB can acquire to include the convertible into shares, which exceeds the This is limited to the preferred shares.

IV

Title III provides for the modification of the Royal Decree-Law 11/2010, of July 9, of governing bodies and other aspects of the legal regime of the Savings Banks.

On the one hand, the intention is to simplify the organizational structure and the operational requirements of the savings banks that carry out their activity indirectly. Thus, the governing bodies are reduced to the General Assembly and the Board of Directors, with the Commission of Control being the potestative. Similarly, it is noted that the number of members of the governing bodies as well as the periodicity of their sessions will be determined by the statutes of the Savings Bank, taking into account the economic dimension and the activity of the institution, with the an end to the adjustment and redimensioning of the organizational structure of the Savings Banks to a new reality, in which they have been detached from all the financial activity they developed.

On the other hand, a limit is established for the disposal of the surpluses that obtain the Savings Banks so that, without prejudice to the compliance with the provisions of the own resources regulations, the savings banks of (a) indirect financial year may not allocate more than 10% of its surplus free disposal to expenditure other than those corresponding to the social work. This is without prejudice to the possibility that the destination of higher percentages may be authorized to meet the essential operating costs of the institutions. Provisions are also introduced to simplify the operation, periodicity and form of convocation of the General Assemblies.

Continuing with the line of simplification of the operation of the Savings Banks of indirect exercise, they are expressly exempted from the fulfillment of the obligations referred to services of attention to the client, that, in all case, they must be fulfilled by the credit institution through which they exercise their activity. The Banco de España may also adapt or exempt from the fulfilment of the organizational requirements in matters of internal control, audit and risk management as laid down in Law 13/1985, of 25 May, and its implementing regulations.

Finally, a reference is made to the assumption that the Boxes will reduce their participation so that it will not reach 25% of the voting rights, of course in which they will also have to give up the authorization to act as credit institution, even if they maintain a control position.

In these cases of loss of control or reduction of the participation below the indicated limit, the savings banks will lose their status as credit institutions and will be transformed into a special foundation. Certain specificities are established for special state-level foundations.

V

Title IV contains the arrangements applicable to the remuneration of managers and managers of credit institutions who have specified or need in the future financial support from the Bank Ordered Restructuring Fund. This scheme is part of a distinction between the entities mainly involved in the Fund and those which, otherwise, have been assisted by the Fund, imposing stricter rules in the case of the former. The rules contained in this title do nothing but continue the path marked by the recommendations of the Financial Stability Board (FSB) and the European Commission, Directive 2010 /76/EU of 24 November 2010 and the rules that have incorporated into Spanish law the latter. In addition, the established regime has taken into account the content of the Remuneration Report issued on 27 January by the Banco de España in response to the request of the Minister for Economic Affairs and Competitiveness.

VI

Also, in the final part of the standard, special and more flexible treatment is introduced for credit institutions that have preferred units or debt instruments in circulation. convertibles issued before the entry into force of this royal decree-law. They may include in the fulfilment plan they develop, the request to defer payment of the intended remuneration in spite of the absence of distributable profits or reserves or the existence of a deficit of own resources. At the same time, the third transitional provision of Royal Decree-Law 2/2011 of 18 February 2011 for the strengthening of the financial system is amended by easing certain requirements for these obligatorily convertible debt instruments. for their computation as principal capital.

Finally, in order to facilitate the management of financial guarantees granted by financial institutions in favour of the Banco de España, the European Central Bank or other national central banks of the European Union, amend the sixth additional provision of Law 13/1994, of 1 June, of Autonomy of the Banco de España. This will result in a reduction in the operational cost of these actions, in addition to having a positive impact on the operations carried out by financial institutions with the Eurosystem, with particular emphasis on greater ease of use. operational to receive funding from the same.

In short, the adoption of the measures contemplated in this Royal Decree-Law leads to the strengthening of the financial sector through the necessary consolidation of its financial situation. The effects of the housing crisis on the banks ' balance sheets have led to a spiral of uncertainty about the sector as a whole that cannot be extended further. It is therefore imperative and unavoidable in the current economic context, to intervene legislatively in order to remove the uncertainties about our financial stability and to contribute to strengthening confidence in our financial system, This is the result of positive dynamics that generate credit and facilitate access to finance by our businesses and families. It is for this reason that the adoption of such measures requires recourse to the procedure of the royal decree-law, fulfilling the requirements of Article 86 of the Spanish Constitution in terms of its extraordinary and urgent need.

In its virtue, making use of the authorization contained in article 86 of the Spanish Constitution, on the proposal of the Minister of Economy and Competitiveness, and after deliberation of the Council of Ministers at its meeting of the February 2012,

DISPONGO:

TITLE I

Sanitation of credit institutions

Article 1. Measures for the consolidation of the balance sheets of credit institutions.

1. To the financing and assets awarded or received in payment of debts related to the land for property promotion and with the buildings or real estate promotions, corresponding to the activity in Spain of the credit institutions, existing at 31 December 2011 and from the refinancing of the same at a later date, and which, at that date, would have a different classification of normal risk, the estimation rules shall apply to them. contained in Annex I to determine their deterioration.

2. On the total of the financing of the nature referred to in paragraph 1 which, at 31 December 2011, were classified as normal risk, a cover of 7% of its outstanding balance shall be established at that date. The amount of such cover may be used by institutions exclusively for the establishment of specific hedges that are necessary as a result of the subsequent reclassification as doubtful or sub-standard assets. any such financing or the award or receipt of assets in payment of such debts.

3. The consolidated groups of credit institutions, as well as credit institutions not integrated into a consolidated group, which, in accordance with the provisions of Article 1 of Royal Decree-Law 2/2011 of 18 February 2011, for the strengthening of the financial system, must meet a minimum level of principal capital, shall have an additional excess of the amount resulting from the calculations provided for in Annex II, in relation to the assets referred to in paragraph 1.

4. Without prejudice to Article 2 (1), credit institutions and the consolidated groups of credit institutions to which paragraphs 1 to 3 above apply shall comply with the provisions laid down in Article 2 (1) of this Regulation. December 31, 2012.

To this end, before 31 March 2012, they will present to the Bank of Spain a plan detailing the measures they intend to take.

The plan submitted must be approved by the Banco de España within 15 working days, and may include the modifications or additional measures necessary to ensure compliance with the provisions of this plan. royal decree-law.

5. The obligations laid down in this royal decree-law shall be regarded as rules of ordination and discipline, involving entities and persons who do not comply with administrative responsibility punishable under the provisions of Title I of the Treaty. Law 26/1988, of July 29, on Discipline and Intervention of Credit Entities.

6. Failure to comply with the provisions of paragraphs 1 and 2 of this Article 1 shall be deemed to be serious or very serious in accordance with the provisions of Article 5 (h) and Article 4 (c) of Law 26/1988 of 29 July 1988 on Discipline and Intervention of Credit Entities.

7. Failure to comply with the provisions of Article 1 (3) shall be deemed to be serious or very serious in accordance with the provisions of Article 5 (h) and Article 4 (c) of Law 26/1988 of 29 July 1988 on Discipline e Intervention of Credit Entities.

Article 2. Integration processes.

1. Credit institutions carrying out integration processes during the financial year 2012 shall have 12 months from the authorisation of the integration operation provided for in paragraph 4 below in order to comply with the requirements of this Regulation. provided for in Article 1.

2. Those integration processes initiated as of 1 September 2011 may be eligible for this scheme provided that they meet the following requirements:

(a) The integration of the entities participating in the transaction should generate an initial total balance of at least 20% of the total balance of the business in Spain of the largest of the participating entities. A proposal by the Banco de España may be exempt from this requirement in the final resolution, even if that number is not reached, taking into account the concurrent circumstances in the same-scale operations, without in any event the increase less than 10% of the total balance of business in Spain of the largest of the participating entities.

(b) The integration process must be carried out through operations involving structural modifications in accordance with the current rules or the acquisition operations of entities which, at the date of entry into force of the this royal decree-law, are mainly participated by the Fund of Ordered Restructuring Banking. This scheme shall not apply to integration processes which rest exclusively on contractual links, except in those processes in which only credit unions participate.

c) Participating entities shall take measures to improve their corporate governance and shall submit a plan for the remuneration of managers and administrators. In general, they shall be adapted to the provisions of the Unified Code of good governance of listed companies and, in particular, they must comply with the provisions of Article 13 of Royal Decree-Law 9/2009 of 26 June 2009 on restructuring banking and strengthening of the own resources of credit institutions.

d) The integration project will include a quantified target of credit increase for families and small and medium-sized enterprises during the three exercises following integration.

e) The integration project should also include a divestment plan for asset related assets during the three financial years following the integration.

f) The resulting entity shall be viable from the economic-financial perspective.

g) The shareholders ' meetings or general assemblies of the entities that are integrated shall vote in favour of the integration agreement before 30 September 2012. In any case, the integration shall be completed no later than 1 January 2013.

3. This scheme shall not apply to integration processes in which only entities belonging to the same group of credit institutions are involved.

4. The integration operation shall be authorised by the Minister for Economic Affairs and Competitiveness within one month from the date of the submission of the application for authorisation.

This application must be submitted to the General Secretariat of the Treasury and Financial Policy before May 31, 2012. Compliance with that period shall not be required in the case of transactions for the acquisition of entities which, at the date of entry into force of this royal decree, are mainly participated by the Fund for Ordered Restructuring. Bank. The project shall be accompanied by the project certifying compliance with the requirements set out in points (a) to (f) of paragraph 2.

The Bank of Spain and the National Securities Market Commission, within the scope of their respective competencies, will issue a report on compliance with these requirements, in particular with regard to the viability of the institution. The resulting information may be obtained by all those reports which they consider appropriate.

The granting of the authorisation provided for in this paragraph shall determine that no further administrative authorisation is required in the area of credit and banking management, including that referred to in the paragraph Article 10.1 of the Royal Decree-Law 9/2009 of 26 June 2009 on the bank restructuring and strengthening of the own resources of credit institutions. In any event, those laid down by the law on the defence of competition shall be enforceable.

5. In the course of the integration authorisation procedure, the existing framework agreements or protocols shall be assessed or signed between the entities concerned, in particular, in those cases where the allocation to one of the they have a higher degree of control than that corresponding to their participation in the resulting entity, and the authorization to the introduction of the appropriate modifications may be conditional upon them.

TITLE II

Modification of Royal Decree-Law 9/2009 of 26 June on bank restructuring and strengthening of the own resources of credit institutions

Article 3. Amendment of Royal Decree-Law 9/2009 of 26 June 2009 on bank restructuring and strengthening of the own resources of credit institutions.

Royal Decree-Law 9/2009 of 26 June on bank restructuring and strengthening of the own resources of credit institutions is amended as follows:

One. The second paragraph of Article 2.5 is worded as follows:

" The foreign resources obtained by the Fund for Ordered Restructuring, whatever the method of its implementation, must not exceed the amount of three times the amount that exists at each moment. However, the Minister for Finance and Public Administrations may authorise that limit to be exceeded, without, in any event, the financing of the Bank Ordered Restructuring Fund may be more than six times its envelope. "

Two. Article 7.2.b) is worded as follows:

" (b) Within one month of its designation, the Banking Ordered Restructuring Fund shall draw up a detailed report on the assets situation and the viability of the institution and submit to the approval of the Bank of Spain a restructuring plan of the institution which allows the situation of difficulty in which it is found to be overcome by its merger with another or other entities of recognised solvency or the partial or total transfer of its business to another or other entities entities through the global or partial disposal of their assets and liabilities by means of procedures to ensure competition, such as, inter alia, the auction system. At the request of the Bank of Spain, the Bank of Spain will be able to extend the term to a maximum of six months. At the same time, the Fund for Banking Restructuring will raise the Minister of Finance and Public Administrations and the Minister of Economy and Competitiveness with an economic memory detailing the financial impact of the the restructuring presented on the funds provided by the General Budget of the State. On the basis of the reports issued by the General Secretariat of the Treasury and Financial Policy and the General Intervention of the State Administration, the Minister of Finance and Public Administrations may object, in a reasoned manner, to the five working days from which the memory is raised. '

Three. Article 9 is worded as follows:

" Article 9. Instruments for the strengthening of the own resources of credit institutions.

1. The Fund for Bank Ordered Restructuring may acquire ordinary shares representing the share capital or contributions to the social capital of the institutions, which, without incurring the circumstances set out in Article 6 of this Royal decree-law, need to strengthen their own resources and so request.

2. The subscription of the securities referred to in the preceding paragraph shall be conditional upon the establishment by the applicant entity of a recapitalisation plan, with the content specified in Chapter II. This plan must be approved by the Bank of Spain, which will have to provide information to the Ministry of Economy and Competitiveness through the General Secretariat of the Treasury and Financial Policy.

The acquisition of ordinary shares representing the share capital by the Bank Ordered Restructuring Fund will require that the abolition of the shareholder's right of preferential subscription be agreed upon. existing at the time of the adoption of the emission agreement, or the waiver by all of them to that right.

3. Prior to the decision on the subscription of securities, the Fund for Bank Ordered Restructuring will raise the Minister of Finance and Public Administrations and the Minister of Economy and Competitiveness an economic memory in which detail the financial impact of this acquisition on the funds provided by the State's General Budget. On the basis of the reports issued by the General Secretariat of the Treasury and Financial Policy and the General Intervention of the State Administration, the Minister of Finance and Public Administrations may object, in a reasoned manner, to the 5 working days from the time the memory is raised.

4. Contributions committed by the Bank Ordered Restructuring Fund may be made in cash or by the delivery of securities representing public debt or securities issued by the Fund itself. In addition, the Banking Ordered Restructuring Fund may satisfy the contributions committed by offsetting the claims against the applicant entities.

5. The purchase or subscription price shall be fixed in accordance with the economic value of the credit institution, which shall be determined by one or more independent experts to be designated by the Bank Ordered Restructuring Fund. The valuation will be carried out through a procedure that will develop the Fund for Ordered Restructuring by following the commonly accepted methodologies and will take as a basis the economic-financial projections for the business of the the entity in question to be drawn up by the experts appointed by the Banking Ordered Restructuring Fund. Among other factors, this assessment will take into account, where appropriate, the extraordinary consolidation operations undertaken by the institutions.

If, during the five months preceding the subscription, a significant percentage of capital was placed between third parties, for the purposes of being able to consider the price paid as a market value, and that percentage The subscription price shall be the same as that for which the said placement had been made, in excess of the one acquired by the Bank Ordered Restructuring Fund. If, in the case of a significant percentage of capital, that percentage is lower than that acquired by the Bank Ordered Restructuring Fund, the price of the subscription shall be the price of the said placement. In any event, the acquisition or subscription shall be made in accordance with the Spanish and European Union rules on competition and State aid.

The subscription price will be fixed after the General Intervention of the State Administration is reported.

6. The subscription of shares and contributions to the share capital by the Fund for Banking Restructuring shall in any event determine by itself and without the need for any other act or agreement, its incorporation into the administrative body of the the issuing entity in order to ensure the proper implementation of the Recapitalisation Plan. The Bank Ordered Restructuring Fund shall appoint the natural person or persons who represent its representation to that effect and shall have the authority of so many votes as those resulting from the application of the total number of its votes. percentage of participation in the entity.

For the purposes of the seventh paragraph of Article 5 of the Royal Decree-Law 11/2010, of July 9, of governing bodies and other aspects of the legal regime of the Savings Banks, the Participation of the Banking Ordered Restructuring Fund in the social capital of an entity.

7. It shall apply to the securities entered into by the Banking Ordered Restructuring Fund in the performance of the tasks entrusted to it in this Article with the provisions of Article 7 (6) and (9

.

8. In order to ensure greater efficiency in the use of public resources, the disinvestment by the Fund for the Orordered Restructuring of the securities subscribed to in the exercise of the functions entrusted to it in this article shall be carried out by its disposal through competitive procedures and within a period not exceeding three years from the date of its subscription. The Banking Orderly Restructuring Fund may adopt any of the measures provided for in Article 7 (3) to support the competitive divestment procedure.

Without prejudice to the foregoing paragraph, the Banking Ordered Restructuring Fund may be present together with some or some of the other partners or shareholders of the credit institution in question for any process of selling titles on the same terms as these can be arranged.

The disposal will be carried out prior to the General Intervention of the State Administration.

The provisions of this paragraph shall be without prejudice to compliance with the applicable law on the defence of competition.

9. On a quarterly basis, the requesting entity shall send to the Banking Ordered Restructuring Fund a report on the degree of compliance with the measures referred to in the approved recapitalisation plan. The Banking Orderly Restructuring Fund, in view of the content of that report, may require the adoption of the actions necessary to ensure that the recapitalisation plan is effectively completed.

10. If, as a result of the evolution of the economic-financial situation of the institution or the development of market conditions, the recapitalisation plan could not be carried out and the institution would be in the situation envisaged In Article 6, the provisions of Article 7 shall apply to that entity, and it shall be provided for in the plans which, in accordance with that Article, are approved as appropriate in respect of the securities entered into by the Ordered Restructuring Fund. Banking. "

Four. Article 10 is worded as follows:

" Article 10. Support measures for credit institution integration processes.

1. The Fund for Bank Ordered Restructuring may also acquire securities issued by credit institutions which, without incurring the circumstances laid down in Article 6 of this Royal Decree-Law, will undertake a process of integration and need to strengthen their own resources.

To this end, the entities concerned shall draw up an integration plan which shall contain specific commitments to improve their efficiency, to rationalise their administration and management, and to resize their management. productive capacity and all of this in order to improve its future prospects.

The integration plan must be approved by the Banco de España.

When deciding on the adoption of any of these measures, the Bank Ordered Restructuring Fund should take into account the time and risk of the operation, the need to avoid competitive distortions as well as the the implementation and implementation of the integration plan approved by the Banco de España is facilitated. In any event, the decision shall be governed by the principle of the most efficient use of public resources.

2. The securities referred to in paragraph 1 above shall be instruments convertible into shares or in contributions to the share capital.

The issuing entities shall approve, at the time of the adoption of the issuance agreement of the securities provided for in this Article, the necessary arrangements for the capital increase or the subscription of capital injections. in the required amount. The terms and conditions of the remuneration of the securities shall be established taking into account the State aid rules.

The acquisition of convertible securities by the Orderly Restructuring Fund will require the withdrawal of the right of preferential subscription of existing shareholders or members at the time the adoption of the emission agreement, or the waiver by all of them to that right.

The issuing entities will have to commit to repurchase or write down the securities subscribed by the Bank Orderly Restructuring Fund as soon as they are in a position to do so in the terms committed in the integration. After five years from the disbursement without the securities being repurchased by the institution, the Bank Ordered Restructuring Fund may request its conversion into shares or social contributions from the issuer. The exercise of this power must be carried out, if appropriate, within the maximum period of six months from the end of the fifth year since the disbursement was made. Notwithstanding the above, the issuance agreement should also include the convertibility of securities at the request of the Orderly Restructuring Fund if, before the end of the five-year period, the Bank of Spain considers unlikely, in view of the situation of the entity or its group, that its repurchase or redemption can be carried out within that period.

The conversion shall be carried out on market conditions and in accordance with the economic value of the issuing entity at that time, which shall be determined in accordance with the provisions of Article 9.5 of the actual present decree-law.

The securities issued under this precept will be computable as basic own resources and as principal capital, without it being mandatory for them to be part of an organized secondary market. For these purposes, the limitations that the Law establishes for the computability of own resources and the principal capital will not apply to them.

The issuance agreement for these titles must conform to the remaining conditions committed in the integration plan.

3. Prior to the effective adoption of any of the measures provided for in this article, the Fund for Banking Restructuring will raise the Minister of Finance and Public Administrations and the Minister of Economy and economic memory in which its financial impact on the funds provided by the State's General Budget is detailed. On the basis of the reports issued by the General Secretariat of the Treasury and Financial Policy and the General Intervention of the State Administration, the Minister of Finance and Public Administrations may object, in a reasoned manner, to the Five working days from the time the memory is raised.

4. The disinvestment by the Fund for the Bank's orderly restructuring of the securities it acquires under this article will be made by its repurchase of the securities by the issuing entity or its disposal to third parties. Where the divestiture of such securities or of those resulting from their conversion takes place through their disposal to third parties, it shall be carried out by means of competitive procedures and within a period not exceeding five years from the disbursement, the time limit which shall not be applicable in the case of the application of paragraph 8 of this Article to the entity. Disinvestment of contributions to social capital will not be subject to any statutory or statutory limitation. The Banking Orderly Restructuring Fund may adopt any of the measures provided for in Article 7 (3) to support the competitive divestment procedure.

5. The conversion of securities shall be subject to the provisions of Article 7 (6) and (9

.

6. On a quarterly basis, the entity designated by the entities involved in the integration process or, where appropriate, the entity resulting from the integration process shall send to the Banking Ordered Restructuring Fund a report on the degree of compliance of the measures referred to in the approved integration plan. The Banking Orderly Restructuring Fund, in view of the content of that report, may require the adoption of the actions necessary to ensure that the integration plan is effectively completed.

7. If, as a result of the evolution of the economic-financial situation of the entity resulting from the process of integration or the development of market conditions, it was warned that the integration plan cannot be fulfilled in the the terms in which it was approved, the institution may ask the Banking Ordered Restructuring Fund to amend these terms, which may include, inter alia, an extension of the time limit for the repurchase of the securities subscribed by the Fund referred to in paragraph 2 above, up to two years. The modification of the plan of integration agreed with the Fund of Ordered Restructuring Bank must be approved by the Banco de España.

8. If, as a result of the evolution of the economic-financial situation of the entity resulting from the process of integration or the development of market conditions, the integration plan cannot be carried out and the entity is In the circumstances provided for in Article 6, the provisions of Article 7 shall apply to that entity, and the plans which, in accordance with that Article, shall be approved shall be approved as appropriate in respect of the securities entered into by the Fund. Banking Orderly Restructuring. "

TITLE III

Modification of Royal Decree-Law 11/2010, of July 9, of governing bodies and other aspects of the legal regime of the Savings Banks

Article 4. Amendment of Royal Decree-Law 11/2010, of July 9, of governing bodies and other aspects of the legal regime of the Savings Banks.

The Royal Decree-Law 11/2010, of July 9, of governing bodies and other aspects of the legal regime of the Savings Banks, is amended as follows:

One. Article 5 is worded as follows:

" Article 5. Indirect exercise of the financial activity of the savings banks.

1. Savings banks will be able to develop their own subject matter as a credit institution through a bank to which they will contribute their entire financial business. They may also contribute all or part of their non-financial assets attached to it.

2. The banking institution through which the savings bank carries out its business as a credit institution may use in its social name and in its activity expressions to identify its instrumental character, including the names of the names of the savings bank you depend on.

3. Savings banks that develop their business as a credit institution through a banking entity in accordance with the provisions of this Article will apply the following specialties:

(a) The governing bodies of the box shall be the General Assembly, the Board of Directors and, of course, the Control Board.

b) The representation of the collective interests of the impositors, of the municipal corporations that do not have the status of the founding entity of the box and of the workers in their governing bodies will be established next way:

i. The representation of the municipal corporations shall be carried out on the basis of those on whose term the bank entity has open office through which the savings bank develops its financial activity.

ii. The representation of the groups of impositors and workers shall be carried out on the basis of the corresponding collectives of the banking institution through which the savings bank develops its financial activity. The representation of workers in the governing bodies will also include employees in the savings bank.

The number of members of the governing bodies as well as the periodicity of their sessions shall be determined by the statutes of the Savings Bank, taking into account the economic size and the activity of the institution.

4. Without prejudice to compliance with the provisions of the own resources rules, the savings banks referred to in this Article may not allocate more than 10% of the surplus from free disposal to expenditure other than those provided for in this Article. corresponding to his social work. However, the Banco de España may authorise the destination of higher percentages necessary to meet the essential operating costs of the institutions.

5. The General Assemblies may be ordinary or extraordinary.

Ordinary Assemblies will be held once a year. For their part, the Extraordinary Assemblies will be held as many times as they are expressly called.

The General Assembly shall be convened by the Board of Directors by means of a notice published in the "Official Gazette of the Commercial Register" and on the website of the Fund, at least fifteen days in advance. The call shall express the date, place and order of the day, as well as the date and time of the second call.

The statutes may establish, in place of the previous system, that the call be made by means of a notice published on the website of the Caja, or by any means of communication, individual and written, that ensure the receipt of the announcement by all General Directors.

The General Assembly shall be validly constituted on the first call when the General Directors present and, where appropriate, the members present or represented have at least fifty percent of the voting rights. The constitution on second call will be valid whatever the number of assistants. The General Counsel may not be represented by another Counsellor or by third person, whether physical or legal.

6. Savings banks which develop their own subject matter as a credit institution through a banking entity as provided for in this Article shall be exempt from the obligations contained in Section 1 of Chapter V of Law 44/2002, November 22, Financial System Reform Measures and their development regulations.

Additionally, the Banco de España may adapt or waive compliance with the prudential and organizational requirements for internal control, audit and risk management as laid down in Law 13/1985 of 25 May 2001. Investment coefficients, Own Resources and Information Obligations of financial intermediaries, and their development regulations, individually to the savings banks provided for in this article.

In any event, the obligations referred to in the preceding paragraphs shall be completed by the banking institution through which the savings banks exercise their business.

7. If a Savings Fund ceases to be in control under Article 42 of the Trade Code or has reduced its share in such a way that it does not reach 25% of the voting rights of the credit institution referred to in this Article (a) the right to act as a credit institution as provided for in the Law on Banking Management of 31 December 1946 and to carry out its transformation into a special foundation as provided for in the Article next.

8. The provisions of this provision shall also apply to those savings banks which, in a concerted manner, exclusively exercise their object as credit institutions through a credit institution which is jointly controlled by all They are in accordance with the provisions of Article 8.3 of Law 13/1985 of 25 May.

In particular, the loss of control and the reduction of joint participation below the limit referred to in the previous paragraph shall result in the loss of the status of credit institutions of all members and their transformation into special foundations. "

Two. Article 6 is worded as follows:

" Article 6. Transformation of savings banks into special foundations.

1. The Savings Banks may agree to the segregation of their financial and charitable activities through the scheme provided for in this Article in the following cases:

a) As provided for in paragraph 5 of the previous article.

b) As a result of the waiver of the authorization to act as a credit institution and in the other cases of revocation.

c) As a result of the credit institution's intervention in the assumptions provided for in Law 26/1988 of July 29 on Discipline and Intervention of Credit Entities.

To this effect they will transfer all the assets affected to their financial activity to another credit institution in exchange for shares of the latter and will be transformed into a special foundation losing its status of entity of credit.

As set out in points (a) and (c) of this paragraph, it shall also apply to those savings banks which, in a concerted manner, exclusively exercise their object as credit institutions through a credit institution. jointly controlled by all of them. In such a case, the member boxes will transfer all the assets affected to their financial activity to another credit institution in exchange for shares of the latter and will be transformed into special foundations losing their status as an entity credit.

The foundation will focus its activity on the attention and development of its social benefit, for which it can carry out the management of its portfolio of securities. The foundation must direct the proceeds of the funds, participations and investments that integrate its assets to its beneficial social purpose. In support of this, you will be able to carry out the activity of promoting financial education.

2. Together with the transformation agreement, the General Assembly of the Caja, or the General Assembly, will agree to the establishment of special foundations, with the approval of its statutes and the appointment of its board of directors. The segregation of the financial activity, for its part, will be governed by the provisions of Law 3/2009, of April 3, on structural modifications of the commercial societies.

3. It is for the State to supervise and control the special foundations referred to in this Royal Decree-Law, the main scope of which exceeds that of an Autonomous Community, through the Protectorate to be exercised. by the Ministry of Economy and Competitiveness. In the case of segregation, the scope of the special character foundation shall be considered to be the scope of the banking institution resulting from segregation.

The special foundations referred to in this royal decree-law shall have legal personality from the inscription of the public deed of their constitution in the corresponding register. In the case of foundations at the State level, such registration shall be carried out in the Special Register which shall be established in the Ministry of Economy and Competitiveness.

4. Special foundations will be governed by this royal decree-law and its implementing regulations. The regulations on foundations will be applied in an extra way. "

TITLE IV

Remuneration

Article 5. Remuneration in institutions receiving public financial support for their consolidation or restructuring.

1. Managers and managers of credit institutions mainly involved in the Banking Ordered Restructuring Fund shall not receive, during the financial year 2012, variable remuneration or discretionary pension benefits.

Without prejudice to the foregoing, the entities provided for in this paragraph shall adjust the remuneration conditions of their directors and directors to those provided for in paragraph 3 of this Article and in the rules that are laid down in this Article. development of the same.

2. The variable remuneration for the financial years in which the public financial support of the administrators and managers of the credit institutions is supported, which is not, however, largely covered by the Restructuring Fund. The bank has received financial support from the bank, will be deferred for three years, and will be conditioned to obtain the results that, in relation to the fulfillment of the plan developed for obtaining the plan, justify its perception. The Banco de España will appreciate the concurrence of this circumstance in the exercise of the power conferred by the rule 105, paragraph 2.g of Circular 3/2008, of 22 May, of the Banco de España, to credit institutions, on determination and control of the minimum own resources, without prejudice to the application of the other criteria laid down therein.

Without prejudice to the foregoing, the entities provided for in this paragraph shall adjust the remuneration conditions of their administrators and directors to the rules provided for in paragraph 3 of this Article and in the rules that are required. in development of the same.

3. Institutions applying for financial support from the Bank Ordered Restructuring Fund for reorganisation or restructuring, as a necessary requirement to enjoy it, must incorporate into the contracts they regulate their relationship with their directors and directors of the minimum content to be determined by the Minister for Economic Affairs and Competitiveness. The Ministerial Order in use of this enablement will contain, among others, the following rules:

(a) Limitations to the remuneration with reference to the one applied to similar collectives by the average of the entities comparable by size and complexity. In any case, the limitations shall respect the following maximum amounts:

1. Remuneration, for all the concepts, of the members of the board of directors of entities mainly participated by the Fund for the orderly restructuring of banks, other than those referred to in the following numbers: 50,000 euros.

2. Remuneration, for all the concepts, of the members of the board of directors other than those referred to in the following numbers, of the entities which, without being largely participated by the Bank Orderly Restructuring Fund, receive financial support from the Bank: € 100,000.

3. Remuneration Fixed by all the concepts of Executive Presidents, Delegates and Directors of the entities mainly participated by the Fund of Bank Ordered Restructuring: EUR 300,000.

4. Remuneration Fixed by all the concepts of Executive Presidents, delegated and managerial directors of the entities that, without being largely participated by the Bank Ordered Restructuring Fund, receive financial support of the same EUR 600,000.

For the purposes of calculating the above limits, account shall be taken of all remuneration received within the group to which the credit institution belongs. To those same effects, the fixed remuneration of the Presidents and Executive Directors shall include the allowances they receive for their membership of the Board of Directors or bodies dependent on it.

(b) Limitations to variable remuneration, expressed in percentage terms on fixed remuneration, with reference to that applied to similar collectives by the average of the entities comparable in size and complexity, with application of the rules set out in paragraph 2 of this Article.

4. The limitations of paragraphs 1, 2 and 3 may be lifted after the institution has been reestablished by payment, redemption, redemption or disposal of the securities entered into by the Fund, or where otherwise understood reintegrated to the same financial support provided.

5. This article and the rules which, in the use of the rating provided for in it, the Minister of Economy and Competitiveness approves, must also be applied, in the appropriate part, to the remuneration of the members of the administration of the entities to which paragraphs 1 to 3 relate and the relationship with the institution is not covered by any contract.

6. Where the entities referred to in paragraphs 1, 2 and 3 participate in a process of integration of those referred to in Article 2 of this royal decree-law, the limitations to the remuneration referred to in those paragraphs shall only be of application to the administrators and managers of the entities that require the public financial support or which are of origin to it, and that for the purposes of this paragraph, it must be identified as such in the corresponding plan of integration. Also, the Minister of Economy and Competitiveness, in view of the remuneration plan presented in the framework of the integration process regulated in article 2 of the real decree-law and the economic-financial situation of the institutions participating in it, may amend the criteria and limits set out in paragraphs 2 and 3 of this Article.

7. For the purposes of this Article, the Directors-General and the members of the senior management are understood to be directors, in accordance with the definition contained in Article 1 of Royal Decree 1382/1985 of 1 August 1985, for which regulates the special character employment relationship of senior management staff.

8. Failure by the institutions to comply with the provisions of this Article shall constitute a serious infringement, the same in administrative responsibility punishable under the provisions of Title I of Law 26/1988, July 29, on Discipline and Intervention of Credit Entities.

Additional disposition first. Exceptional treatment of preference shares and other instruments in circulation.

Credit institutions that have in circulation preferred units or debt instruments obligatorily convertible into shares issued before the entry into force of this royal decree-law may include in the plan (a) the application for a period of not more than 12 months for the payment of the remuneration provided for in accordance with the provisions of Article 1 (1), the payment of the remuneration provided for in accordance with Article 1; this royal decree-law does not have sufficient distributable profits or reserves or exists a own resources deficit in the issuing or dominant credit institution.

The payment of the deferred remuneration can only be made, after the period of deferral if sufficient distributable profits or reserves are available and there is no deficit of own resources in the institution of Issuing or dominant credit.

Additional provision second. Regime applicable to the savings banks of an institutional protection system.

In case of a contribution of the ownership of all assets and liabilities affected to the respective banking business to the central institution of an institutional system of protection, it will be considered that the member savings banks are apply the indirect exercise scheme provided for in Royal Decree-Law 11/2010 of 9 July 2010, of governing bodies and other aspects of the legal system of savings banks.

Additional provision third. Application of the scheme provided for in Law 26/2006, of 17 July, of private insurance and reinsurance mediation, to entities participating in integration processes.

To entities participating in integration processes as provided for in Article 2 of this Royal Decree-Law, the provisions of Article 25 (1) shall apply to them in connection with the entry into force of this law. provision of the distribution network of credit institutions and the fragmentation of the credit institutions, and in Article 25 (4), both of Law 26/2006 of 17 July, of private insurance and reinsurance mediation, as from 1 January 2014.

Additional provision fourth. Increase in the allocation of the Banking Ordered Restructuring Fund

1. The allocation of the Bank Ordered Restructuring Fund is increased by an additional € 6 billion from the State Budget.

2. The references to the Minister for Economic Affairs and Finance contained in Royal Decree-Law 9/2009 of 26 June on bank restructuring and the strengthening of the own resources of credit institutions will be understood as Economy and Competitiveness, except those included in Articles 2.5, 7.2, 9.3 and 10.3 of the actual decree-law.

Additional provision fifth. Calculation of losses in the cases of compulsory reduction of social capital in the public limited liability company and of dissolution in limited liability companies.

It is renewed, without a solution of continuity and for all legal effects, during the social exercise that is closed from the entry into force of the present royal decree, the application of the provisions of paragraph 1 of the Royal Decree-Law No 10/2008's single additional provision, dated December 12.

Single repeal provision. Regulatory repeal.

As many rules of equal or lower rank are repealed, they are opposed to the provisions of this royal decree-law.

Final disposition first. Amendment of Law 31/1985 of 2 August of Regulation of Basic Standards on Governing Bodies of Savings Banks.

Article 1 (1) of Law 31/1985 of 2 August of Regulation of the Basic Rules on Governing Bodies of Savings Banks is worded as follows:

" One. The administration, management, representation and control of savings banks corresponds to the following governing bodies:

a) General Assembly.

b) Board of Directors.

c) Control Commission.

In addition, the Director General and the Investment, Retributions and Appointments and Social Benefit Commissions will be organs of the savings banks. "

Final disposition second. Amendment of Law 13/1994, of 1 June, of Autonomy of the Banco de España.

The additional provision, sixth of Law 13/1994, of 1 June, of Autonomy of the Banco de España, is worded as follows:

" 1. For the purposes of this provision, warranty shall be deemed to be any pledge, simultaneous operation, purchase/sale with repurchase agreement, condition, right of retention, deposit, assignment or any other legal business for the purpose of guarantee, which shall be on any assets which are realisable or liable to be appropriated, including cash, and which is intended to ensure the rights and obligations arising from any present or future operation concluded with the Bank of Spain, the European Central Bank or another national central bank of the European Union.

2. The following legal system shall apply to these guarantees:

(a) Your constitution shall not require, for its full validity, effectiveness against the guarantor or against third parties, enforceability, including for the purposes of Articles 517 and 571 et seq. of the Law on Civil Procedure, or admissibility as evidence, the intervention of notary or the fulfilment of any other formal requirement other than, on the one hand, the written record or legally equivalent of the guarantee agreement or, where applicable, the unilateral manifestation of the guarantee, and, on the other hand, of the contribution of the asset covered by the guarantee and the constancy in writing or in a legally equivalent form of such a contribution.

For the purposes of this additional provision, the registration or annotation by electronic means and on any durable medium shall be legally equivalent to the written record.

The formalisation of the relevant main obligation will also not require for its full validity, effectiveness vis-à-vis the guarantor or against third parties, enforceability, including for the purposes of Articles 517 and 571 et seq. Civil prosecution law, or admissibility as evidence, notary intervention or compliance with any other formal requirement.

(b) For transactions in which the ultimate beneficiary of the guarantee is the Banco de España, the European Central Bank or another national central bank of the European Union, either directly or through the intermediary of a third party, where the assets covered by the guarantee are securities or financial instruments represented by means of account, their contribution and the written record or in a legally equivalent manner of such a contribution may be made by means of any of the following procedures:

1. "No." by means of an accounting transfer, with the transfer of ownership, of securities or financial instruments to an account of the beneficiary or of a third party acting directly or indirectly on behalf or on behalf of the beneficiary, in accordance with Article 9 of Law 24/1988 of 28 July of the Stock Market, losing the guarantor of the property of the value or financial instrument in favour of the beneficiary or third party.

2. º Good by annotation of the guarantee in the corresponding account according to article 10 of the Law 24/1988, of July 28, of the Stock Market, preserving the guarantor the property of the value or financial instrument.

3. No Good by accounting transfer or annotation of securities or financial instruments, without posting of ownership, in an account in the name of the beneficiary or of a third party acting directly or indirectly on behalf of or on behalf of the beneficiary. Such an account shall be the sole purpose of receiving the annotations of the pignorations performed on securities and instruments represented by means of annotations in keeping with the guarantor of the property of the same.

In the event that the object of the guarantee is an account of financial securities or instruments, its contribution and the written record or in a legally equivalent manner of such a contribution shall be used by the annotation of the guarantee in the relevant account, where the following paragraph (e) is applied to the garment mutatis mutandi .

(c) Where the assets covered by the guarantee are securities represented by physical securities, their contribution and the written record or in a legally equivalent manner of such a contribution may be used by way of delivery to the beneficiary of the guarantee or to a third party established by common agreement between the parties.

(d) For its implementation, the certification issued by the Bank of Spain, the European Central Bank or the national central bank of the European Union corresponding to the amount of the amounts due, liquid and liquid shall be sufficient. and enforceable, together with the order of disposal, appropriation or free transfer of payment of the assets constituting the guarantee, as appropriate in accordance with the provisions of this paragraph. This certification shall state that the settlement has been carried out in accordance with the agreement, agreement and/or rule that the obligation in question is derived.

At the choice of the beneficiary, and subject to the terms of the guarantee agreement, the execution may be carried out by any of the procedures recognised by the current legal order.

When the object of the guarantee is constituted by assets traded in an organized market, its disposal will be made through the corresponding governing body. Without prejudice to any other disposal procedures recognised by the existing legal system, in other cases the disposal may also be carried out by means of an auction organised by the Banco de España.

In those cases where the lodging of the guarantee has not already been implemented by means of the transfer of ownership of the relevant assets, the execution may also be carried out by means of the appropriation by the Bank of Spain, the European Central Bank or the national central bank of the European Union corresponding to the assets on which the guarantee and the clearing of its value or the application of its value was constituted guaranteed obligations, as long as: (i) this would have been agreed between the entity providing the the guarantee assets and the Bank of Spain, the European Central Bank or the national central bank of the European Union concerned and (ii) the arrangements for the valuation of the guarantee assets have been provided for between the parties.

In any case, the excess that results after the corresponding debt is satisfied will be refunded to the entity that has contributed the collateral.

(e) Where the object of the guarantee consists of a pledge on cash deposits, the beneficiary or, where applicable, the deposit of the cash shall be required to record in the corresponding account the constitution of the pledge on the account or, where appropriate, of the amount pledged, once it has been established by the holder of that account.

Your constitution will not require, for its full validity, effectiveness against the guarantor or against third parties, enforceability or admissibility as proof, the intervention of notary or the fulfilment of any other formal requirement other than the annotation referred to in the preceding paragraph, which shall be equivalent to the contribution of the asset covered by the guarantee and the written record or in a legally equivalent manner of such contribution.

This pledge shall be executed by way of compensation, at the disposal of the account holder the excess funds, if any, after the debt is satisfied.

From the annotation provided for in the first paragraph of this paragraph, the amounts entered in the account whose balance remains in place or, if applicable, only the amount pledged shall be the mere fact of his/her income (a) to be irrevocably affected and without limitation to the full compliance with the guaranteed obligations. Likewise, unless the parties have agreed otherwise, from the time of the entry of the garment, the account holder may not withdraw funds deposited in the same or, where appropriate, the amount pledged without prior consent. of the collateral beneficiary.

(f) The assets in which the guarantees are realised may be applied to the settlement of the guaranteed obligations even in the event of the opening of a bankruptcy or administrative settlement procedure. Such guarantees may be executed separately, immediately, in accordance with the agreement between the parties and with the provisions of this additional provision.

The warranties will not be limited, restricted or affected in any way by the contest or the administrative settlement of the other party.

In particular, the constitution, acceptance or execution of the guarantees referred to in this additional provision, the balance of the accounts or records in which they are materialised and the formalisation of the guaranteed obligations be contested in the case of reintegration actions linked to an insolvency or administrative settlement procedure.

g) The date of the lodging of the guarantee, as well as the balance and date shown in the certification issued by the Banco de España, the European Central Bank or the other national central banks of the European Union refers to subparagraph (b), shall provide evidence against the institution itself and third parties.

Guarantees incorporated in accordance with the rules of this additional provision shall not be liable to, however, impede, burden, or otherwise restrict or withhold any such legal or conventional nature, from the time of its constitution.

3. The parties may agree that, in the case of changes in the value of the assets under the guarantee or in the amount of the guaranteed obligations, new assets, including cash, or, where appropriate, and when agreed, shall be provided. to be returned to restore the balance between the value of the guaranteed obligations and the value of the securities lodged to secure them. In such a case, such assets shall be considered as an integral part of the initial guarantee and shall be treated as if they have been contributed simultaneously to the contribution of the initial object of the financial guarantee, by means of application all the provisions of this provision.

4. The establishment of guarantees on loans or non-mortgage loans in favour of the Banco de España, the European Central Bank or other national central banks of the European Union, in order to ensure compliance with the obligations present or In addition to the provisions of paragraph 1 (a), (d), (f) and (g) of paragraph 2 and in the following paragraphs of this Article, the future of the Commission shall be governed by the provisions of paragraph 1 (a), (d), (f) and (g) of paragraph 2. provision, by the following rules:

(a) Loans and loans shall be liable for payment or disposal whatever the formal or material requirements that the parties have agreed upon in respect of their assignment or lien. The provision of information or documentation relating to loans or credits or credit claims arising from them, including those relating to the corresponding debtors and, where appropriate, guarantors, to the Banco de España, the Central Bank The European Union or the national central banks of the European Union, as well as, where appropriate, those third parties to whom they may give up their rights in the event of the transfer of the rights of credit or the execution of the guarantees on them, shall not entail non-compliance with the rules on banking secrecy or personal data protection.

The payment or transfer shall relate only, unless otherwise agreed, to the credit rights provided for in the relevant contract. In no case shall the transferee or beneficiary of the guarantee assume the obligation to make funds available to the accredited. The payment or transfer made in accordance with the provisions of this paragraph shall in no case entail non-compliance with the corresponding loans or credits and shall not require the debtor's or guarantor's consent to the pledged or pledged appropriations. ceded.

(b) The contribution and the written record or in a legally equivalent manner of the contribution of the credit rights may be used by the delivery to the beneficiary of the models approved for this purpose or by means of the written communication or in a legally equivalent manner to the beneficiary of the data of the credit rights in the form established for that purpose, without requiring the fulfilment of any other formal requirement for the full validity of the pledge or transfer, or its effectiveness vis-à-vis the debtor and, where applicable, the guarantor; or in respect of any third parties, or for their enforceability or admissibility as evidence.

(c) The fruits of the loans or loans transferred or pledged shall, unless otherwise agreed, be paid to the credit institution providing the security.

(d) In the event of non-compliance with the guaranteed obligations, the collateral holder shall acquire full ownership of the corresponding credit rights. However, and without prejudice to any other enforcement procedures recognised in the current legal order, the guarantee may also be executed by auction organised by the Banco de España.

(e) The debtor or, where applicable, guarantor of a credit claim which has been transferred or pledged in favour of the Banco de España, the European Central Bank or the national central banks of the European Union shall not be able to oppose them, nor in respect of third parties to whom the corresponding credit claim may be subsequently transmitted, none of the exceptions which would have been granted to him in respect of the transferring or pignorant credit institution, compensation.

5. In the case of contracts concluded in the course of its duties, the Banco de España may agree to its resolution or extinction even in cases of consign or administrative settlement. In addition, in such cases of competition or administrative liquidation, the operations guaranteed under this additional provision shall be considered as public-law credits for the purposes of the application of the Article 91.4 of Law 22/2003, of July 9, Bankruptcy, in the party that cannot be satisfied with the guarantees constituted.

6. As expressly provided for in this additional provision, the scheme which, in respect of financial guarantees, is set out in Chapter II of Royal Decree-Law 5/2005 of 11 March 2005 on urgent reforms for the purposes of the the boost to productivity and to the improvement of public procurement.

7. Regulation may be developed as set out in this provision. '

Final disposition third. Amendment of Royal Decree-Law 2/2011 of 18 February for the strengthening of the financial system.

Paragraph 2 of the third transitional provision of Royal Decree-Law 2/2011 of 18 February 2011 for the strengthening of the financial system is amended as follows:

" 2. Debt instruments issued after the entry into force of this Royal Decree-Law, which have clauses under which they are convertible into ordinary shares, shall comprise the principal capital provided for in the Article 2 of this royal decree-law provided that they meet the following conditions:

(a) provide for their mandatory conversion by 31 December 2018 or, before that date, in the event of the reorganisation or restructuring of the institution or its group;

(b) that the maximum limit to the number and nominal number of shares to be delivered in the conversion is determined at the time of the issuance of the debt instruments;

(c) the issuer may, at any time, decide to default on the accrued coupon provided that its solvency situation or that of its group so requires;

d) provide for mandatory conversion when the minimum own resources ratio is breached; and,

e) its marketing will be carried out in accordance with the criteria established by the National Securities Market Commission to ensure adequate investor protection and, in particular, the effectiveness of the conversion to be proposed to investors. Additionally, in the event that a portion of the issue is marketed among the retail clientele, the application for admission to trading, both of the debt instrument and of the capital title, will be required in an official secondary market.

The corresponding contracts or issuance brochures, as well as any modification of their characteristics, will be referred to the Bank of Spain in order to qualify their computability as principal capital. "

Final disposition fourth. Amendment of Royal Decree-Law 16/2011 of 14 October establishing the Deposit Insurance Fund for Credit Entities.

Royal Decree-Law 16/2011 of 14 October, establishing the Credit Entities Deposit Insurance Fund, is amended as follows:

One. Article 6 (2) (b) is worded as follows:

"(b) The branches that the Fund makes between the entities attached to it, distributed according to the basis of calculation of the contributions, that will be recorded as assets once they are agreed."

Two. The second paragraph of Article 7.5 is worded as follows:

" However, a two-thirds majority will be required to agree on the realization of those branches that establish the obligation to make additional payments to the ordinary annual contributions or to advance the payment of these payments. (a) the measures referred to in Article 11 (2), as well as for the measures referred to in the framework of the action plans referred to in Article 11.

Final disposition fifth. Competitive titles.

This royal decree-law is dictated by the provisions of the rules 6. ª, 11. and 13. of Article 149.1 of the Spanish Constitution, which attribute to the State the jurisdiction over commercial law, bases of the ordination of the credit, banking and insurance and bases and coordination of the overall planning of the economic activity, respectively.

Final disposition sixth. Faculty of development.

The Government may dictate the regulatory standards necessary for the development of the provisions of this royal decree-law.

The Minister of Economy and Competitiveness is hereby enabled to amend the provisions of Annexes I and II.

The Banco de España will approve the modifications that are relevant to accommodate the provisions of Circular 4/2004 to the present royal decree. As from 31 December 2012, the Banco de España may amend the hedges provided for in Annex I in accordance with the provisions of Article 48.1 of Law 26/1988 of 29 July of Discipline and Intervention of Credit Entities.

Final disposition seventh. Entry into force.

This royal decree-law will enter into force on the day of its publication in the "Official State Gazette".

Given in Madrid, on February 3, 2012.

JOHN CARLOS R.

The President of the Government,

MARIANO RAJOY BREY

ANNEX I

1. Real estate assets received in payment of debts by credit institutions and which have an age on balance exceeding 36 months shall have a coverage percentage of at least 40%.

2. Hedges corresponding to operations classified as doubtful for the financing of buildings or real estate promotions of all types of assets, which are completed, may in no case be less than 25% of the amount of the living risk.

3. Hedges corresponding to operations classified as sub-standard for the financing of buildings or real estate promotions of all types of assets, which are completed, shall in no case be less than 20% of the amount of the living risk. This percentage shall be 24% for those operations which do not have a real guarantee.

4. Hedges that correspond to operations classified as doubtful or as sub-standard, for the financing of land for property promotion or for buildings or real estate promotions of all types of assets, which are located in course, in no case may be less than the following percentages:

Asset class

Dudoso - Percentage	Substandard - Percentage
Financing for Real Estate Promotion	60	60
50		50
50
50
50
50
50	24
50	50

5. The minimum coverage rates for real estate assets received in payment of debts shall not be lower than the following:

(a) Assets received consisting of completed real estate construction or promotions, as well as private homes that have not been the usual residence of the borrowers

The percentage of the minimum impairment applicable to the assets awarded in the payment of debts shall be 25%, and the minimum percentages of coverage according to the age of their incorporation into the balance sheet shall be those collected in the Table below:

Time from Acquisition

Percentage
More than 12 months without exceeding 24	30
More than 24 months not exceeding 36	40
More than 36 months	50

(b) Assets received consisting of land for real estate promotion or ongoing real estate promotions or promotions, regardless of the age of their incorporation into the balance sheet.

60

class	Percentage coverage
60
60 Centro_table_body "> 50

ANNEX II

The additional excess of principal capital referred to in Article 1 (4) of this Royal Decree-Law shall be equivalent to the sum of the amounts resulting from the calculations below. These amounts shall be deducted from the provisions set out in those assets.

(a) Assets classified as doubtful and substandard in accordance with Annex IX of Circular 4/2004 of December 22, to credit institutions, on public and reserved financial reporting standards, and state models financial:

class	Percentage over amount of the live risk
Financing of soil	80
Financing of ongoing promotions (except substandard with work in progress).	65

b) Assets received in payment of debts:

class	Percentage on value accounting
	80
Promotions	65