Law 5/2015 of April 27 on the Promotion of Business Financing

Law 5/2015, of April 27, on the Promotion of Business Financing.

Head of State "BOE" No. 101, of April 28, 2015 Reference: BOE-A-2015-4607

INDEX

Preamble ................................................................ 7 TITLE I. Improvements in bank financing for small and medium-sized enterprises ................... 12 CHAPTER I. Rights of SMEs in cases of cancellation or reduction of financing flow ..... 12 Article 1. Notice of termination or reduction of financing flow to an SME. ........... 12 Article 2. Financial Information-SME. ........................................ 13 Article 3. Inalienability of rights and contractual information....................... 14 Article 4. Supervision and sanctioning regime. ..................................... 14 CHAPTER II. Improvement of the legal regime of reciprocal guarantee societies and backing societies ............................................................ 14 Article 5. Modification of Law 1/1994, of March 11, on the Legal Regime of Reciprocal Guarantee Societies. .......................................... 14 TITLE II. Legal regime of financial credit institutions .......................... 15 Article 6. Financial credit institutions. .................................. 15 Article 7. Legal regime. ................................................. 16 Article 8. Reservation of denomination. ........................................... 16 Article 9. Authorization and registration. ............................................. 16 Article 10. Authorization of operations for structural modification. ....................... 17 Article 11. Authorization of hybrid entities...................................... 17 Article 12. Supervision and solvency. ............................................ 17 Article 13. Information obligations of financial credit institutions. ........... 18 CONSOLIDATED LEGISLATION Page 1

Article 14. Sanctioning regime. ............................................. 18 TITLE III. Legal regime of securitizations .......................................... 19 CHAPTER I. Securitization funds ............................................... 19 Article 15. Securitization funds and their compartments. .............................. 19 Article 16. Assets of securitization funds...................................... 19 Article 17. Transfer of assets. ............................................ 20 Article 18. Liabilities of securitization funds. .................................... 20 Article 19. Synthetic securitization. .............................................. 21 Article 20. Closed securitization funds. ....................................... 21 Article 21. Open securitization funds. ....................................... 21 Article 22. Requirements for the establishment of securitization funds......................... 22 Article 23. Termination of funds. ............................................ 23 Article 24. Modification of the public deed of establishment of the securitization fund. .......... 23 CHAPTER II. Management companies of securitization funds ................................. 24 Article 25. Corporate purpose.................................................... 24 Article 26. Obligations of management companies. ................................ 24 Article 27. Authorization and registration of management companies of securitization funds. .......... 24 Article 28. Reservation of activity and denomination. ................................... 25 Article 29. Requirements to exercise the activity. .................................... 25 Article 30. Organizational requirements. ........................................... 26 Article 31. Modification of Bylaws. .......................................... 27 Article 32. Waiver. ..................................................... 27 Article 33. Forced substitution................................................ 27 CHAPTER III. Transparency regime and creditors' meeting ............................... 28 Article 34. Information obligations.......................................... 28 Article 35. Annual report and quarterly reports. ................................... 28 Article 36. Communication of material events. ................................... 28 Article 37. Creditors' meeting............................................... 29 CHAPTER IV. Supervision and sanction regime ........................................ 29 Article 38. Supervisory function and sanctioning regime. ............................... 29 Article 39. Very serious offenses. ........................................... 30 OFFICIAL STATE GAZETTE CONSOLIDATED LEGISLATION Page 2

Article 40. Serious offenses. .............................................. 32 Article 41. Minor offenses. ............................................... 32 Article 42. Sanctions. .................................................... 33 TITLE IV. Improvements in access to and functioning of capital markets...................... 33 Article 43. Modification of Law 24/1988, of July 28, on the Securities Market. ............. 33 Article 44. Modification of Law 27/1999, of July 16, on Cooperatives. .................. 37 Article 45. Modification of the consolidated text of the Capital Companies Law, approved by Royal Legislative Decree 1/2010, of July 2. ....................................... 38 TITLE V. Legal regime of participatory financing platforms ......................... 41 Section 1. Relating to participatory financing platforms harmonized by European Union law ....................................... 41 Article 46. Legal regime of participatory financing platforms harmonized by EU Law. .............................................. 41 Article 47. Authorization of participatory financing platforms by the CNMV............. 41 Article 48. Register....................................................... 42 Article 49. Competent national authority. ....................................... 42 Article 50. Collaboration with other competent authorities. ........................... 43 Article 51. Key Investor Information Document for investment............................... 43 Article 52. Key Platform Information Document.............................. 44 Article 53. Offenses for non-compliance with the obligations established in Regulation (EU) 2020/1503 of the European Parliament and of the Council, of October 7, 2020. ................ 44 Article 54. Sanctioning regime. ............................................. 45 Section 2. Non-harmonized participatory financing platforms by European Union law .. 46 Article 55. Legal regime of non-harmonized participatory financing platforms........ 46 Section 3. Investor aggregation .............................................. 47 Article 56. Investor aggregation. .......................................... 47 Article 57. Application for authorization and registration.................................... 47 Article 58. Modification of authorization. ....................................... 47 Article 59. Revocation, suspension and waiver of authorization. ........................ 47 Article 60. General principles. .............................................. 47 Article 61. General information obligations. ................................... 48 Article 62. Conflicts of interest. .............................................. 48 Article 63. Linked projects. ............................................. 48 OFFICIAL STATE GAZETTE CONSOLIDATED LEGISLATION Page 3

Article 64. Advertising. .................................................... 48 Article 65. Information retention. ........................................ 48 Article 66. Due diligence in admission and verification of promoter identity. .............. 48 Article 67. Requirements for promoters. ........................................ 48 Article 68. Limits on the number of projects and maximum amount of fundraising. .................. 48 Article 69. Temporal and quantitative limits of the project.............................. 48 Article 70. Information on the project. ........................................ 48 Article 71. Liability of the participatory financing platform regarding project information. ......................................... 48 Article 72. Additional information obligations. ......................... 48 Article 73. Liability of promoters for published information. ................. 48 Article 74. Suitability of loans granted. ................................. 48 Article 75. Information on the promoter raising financing through loans. ........... 48 Article 76. Information on loans. ...................................... 48 Article 77. Suitability of issued securities. ..................................... 49 Article 78. Information on the promoter issuing securities............................. 49 Article 79. Information on the securities offering. .................................. 49 Article 80. Bylaws requirements of promoters......................... 49 Article 81. Types of investors. .............................................. 49 Article 82. Limits on investment in projects published on participatory financing platforms. 49 Article 83. Pre-investment information requirements. ............................ 49 Article 84. Investor expressions. ........................................... 49 Article 85. Application of user and investor protection law for participatory financing platforms. ................................................. 49 Article 86. Application of consumer law to participatory financing platforms. ...... 49 Article 87. Prohibition of loans or mortgage credits in projects with consumers. ...... 49 Article 88. Warnings to be issued. ............................................ 49 Article 89. Inspection and sanction regime. ..................................... 49 Article 90. Powers of the National Securities Market Commission and cooperation with the Bank of Spain. .......................................................... 49 Article 91. Communications to the National Securities Market Commission. ................. 49 Article 92. Offenses. ................................................... 50 Article 93. Sanctions. .................................................... 50 OFFICIAL STATE GAZETTE CONSOLIDATED LEGISLATION Page 4

TITLE VI. Strengthening the supervisory capacity of the National Securities Market Commission ........ 50 Article 94. Modification of Law 24/1988, of July 28, on the Securities Market. ............. 50 Additional Provisions ...................................................... 56 First Additional Provision. Tax regime of financial credit institutions......... 56 Second Additional Provision. Recognition of financial credit institutions within the framework of Regulation (EU) No. 575/2013 of the European Parliament and of the Council of June 26, 2013 on prudential requirements for credit institutions and investment firms, and amending Regulation (EU) No. 648/2012. ............................. 56 Third Additional Provision. Reduction of fees. ................................ 56 Fourth Additional Provision. Certificates of mortgage transfer. ...................... 56 Fifth Additional Provision. Regime applicable to bond issuances carried out by companies other than capital companies, associations or other legal persons. ....... 57 Sixth Additional Provision. Improvement of protection for clients of financial services........ 57 Transitory Provisions ...................................................... 57 First Transitory Provision. Authorization procedures for the creation of reciprocal guarantee societies in progress. ..................................................... 57 Second Transitory Provision. Adaptation to the new regulations for reciprocal guarantee societies. ........................................................... 57 Third Transitory Provision. Transformation of financial credit institutions into hybrid payment or electronic money entities. ....................................... 58 Fourth Transitory Provision. Authorization procedures in progress for financial credit institutions............................................................ 58 Fifth Transitory Provision. Accounting information to be submitted by financial credit institutions.............................................................. 59 Sixth Transitory Provision. Adaptation to the new regulations for management companies of securitization funds. .......................................................... 59 Seventh Transitory Provision. Transitory regime for securitization funds. ............... 59 Eighth Transitory Provision. Transitory regime for securitizations of future credit rights. . 59 Ninth Transitory Provision. Transitory regime for companies whose shares are traded exclusively on a multilateral trading system, reaching a market capitalization of more than five hundred million euros. ......................... 59 Tenth Transitory Provision. Bond issuances in accordance with Law 211/1964, of December 24, on the regulation of bond issuance by Companies that have not adopted the form of Anonymous Companies, Associations or other legal persons and the constitution of the Bondholders' Syndicate. ............................................... 60 Eleventh Transitory Provision. Prior exercise of the activity of participatory financing platforms. ......................................................... 60 Repealing Provisions ..................................................... 60 Repealing Provision. ................................................... 60 Final Provisions ......................................................... 60 First Final Provision. Modification of Law 22/2003, of July 9, on Insolvency. .............. 60 Second Final Provision. Modification of Law 44/2002, of November 22, on Measures for the Reform of the Financial System. ............................................ 61 Third Final Provision. Modification of Law 35/2003, of November 4, on Collective Investment Institutions. ..................................................... 61 Fourth Final Provision. Modification of Law 26/2006, of July 17, on private insurance and reinsurance mediation. .................................................... 61 Fifth Final Provision. Modification of Law 12/2012, of December 26, on urgent measures for the liberalization of commerce and certain services. ............................. 63 Sixth Final Provision. Modification of Law 22/2014, of November 12, regulating venture capital entities, other closed-end collective investment entities and management companies of closed-end collective investment entities, and amending Law 35/2003, of November 4, on Collective Investment Institutions. .................. 67 Seventh Final Provision. Modification of Law 27/2014, of November 27, on Corporate Tax. ......................................... 67 Eighth Final Provision. Modification of Law 41/2007, of December 7, modifying Law 2/1981, of March 25, on the Regulation of the Mortgage Market and other norms of the mortgage and financial system, on the regulation of reverse mortgages and dependency insurance and establishing certain tax norms. ................................... 68 Ninth Final Provision. Modification of Law 16/2014, of September 30, regulating the fees of the National Securities Market Commission. ........................... 68 Tenth Final Provision. Modification of Law 10/2014, of June 26, on the organization, supervision and solvency of credit institutions. ........................................... 73 Eleventh Final Provision. Competence title. .................................... 73 Twelfth Final Provision. Regulatory empowerment. ................................. 73 Thirteenth Final Provision. Entry into force. ................................... 74 OFFICIAL STATE GAZETTE CONSOLIDATED LEGISLATION Page 5

CONSOLIDATED TEXT Last modification: March 18, 2023

FELIPE VI KING OF SPAIN To all who see and understand this. Know: That the General Courts have approved and I come to sanction the following law. PREAMBLE I The ultimate function of the financial system and its most definitive contribution to economic activity consists in the efficient channeling of resources from agents with savings capacity to those who need financing. This transmission of savings to investment can occur in an intermediated manner through banking entities, or through direct access to capital markets, which relate investors and financing demanders. The correct functioning and adequate regulation of both channels are two of the determining parameters for economic growth and job creation. Spanish companies have traditionally been highly dependent on bank financing, both for their investment needs and for their current operations. This dependence is even more pronounced in the case of smaller companies, whose volume makes direct access to markets extremely difficult. In turn, SMEs constitute the majority of the Spanish business fabric and are, as a whole, the country's main employer, so a restriction in access to bank credit, derived from problems initially of a strictly financial nature, has a very significant impact on the entire economy. The function of the SME in a developed economy like ours is not exhausted in its contribution to the growth of national income, consumption or job generation, but is also manifested in the welfare and social and economic stability of the country. The effects of this strong bank-centricity have been felt in the Spanish economy in recent years. During the last expansion stage, credit to non-financial companies and households grew at rates that tripled economic growth. Since 2009, however, there has been a very pronounced reduction in credit, which intensified in 2012 and 2013. This restriction in credit volume has been accompanied by a parallel increase in its cost. This context is again especially acute for SMEs, due fundamentally to the existence of less information on their solvency, which makes and increases the necessary risk assessment work prior to financing. For all the above, it is necessary to put in place a strategic shift in the legislation, starting from a strict analysis of its effects on the various sources of financing of the Spanish economy. To this end, a set of measures is articulated with a double purpose. The first aims to make bank financing more accessible and flexible for SMEs, and starts from the conviction of the need to promote the recovery of bank credit, given its vital importance in our financial system. The second aims to advance in the development of alternative financing means, laying the necessary regulatory foundations to strengthen direct corporate financing sources or non-bank financing in Spain. OFFICIAL STATE GAZETTE CONSOLIDATED LEGISLATION Page 6

II Title I incorporates two novelties intended to favor bank financing for SMEs. The first of them, included in Chapter I, establishes the obligation of credit entities to notify SMEs, in writing and with sufficient advance notice, of their decision to cancel or significantly reduce the financing flow that has been granted to them. In this way, the SME will have sufficient time to find new financing channels or to adjust its treasury management, so that such interruption or reduction of the credit source does not generate surprising liquidity problems that make any readjustment difficult or even impossible. This notice is accompanied by the obligation of the credit entity to provide the SME, in a standardized format according to the criteria of the Bank of Spain, information on its financial situation and payment history. In this way, the SME can initiate the search for alternative sources of financing with greater ease, making the best use of its financial information. With the same purpose of addressing, at least partially, the problem of information asymmetry that makes and increases the access of SMEs to financing, this Chapter I also includes the obligation of entities to make available to SMEs a report on their credit rating, based on the common methodology and models that will be elaborated for these purposes by the Bank of Spain. This report should become an effective tool for the risk assessment of Spanish SMEs in comparable and reliable terms, based on the combination of quality financial information, provided by the entities, and an adequate and standardized methodology, elaborated by the supervisor. Access to bank credit for SMEs is also intended to be facilitated through the reform of the legal regime of reciprocal guarantee societies. In this sense, the Law modifies the functioning of the backing provided by the Spanish Backing Company to these societies, by specifying that such backing will be activated upon the first default of the reciprocal guarantee society. The aim is thus to ensure that credit entities adequately value the backing provided by the Spanish Backing Company, which should be reflected in an improvement in the conditions of credit offered to SMEs. Additionally, the regime of suitability of administrators and executives of credit entities is extended to reciprocal guarantee societies, in response to current demands to promote and improve the corporate governance of entities operating in financial markets. The inclusion of strict criteria of honorability, experience and good governance will contribute to increasing the level of professionalism in these entities. On the other hand, administrative burdens are reduced by the OFFICIAL STATE GAZETTE CONSOLIDATED LEGISLATION Page 7