Agreement of 11 March 2015 of the Board of the National Securities Market Commission on the Delegation of Powers

OFFICIAL STATE GAZETTE No. 66 Wednesday, 18 March 2015 Sec. III. Page 24438 III. OTHER REGULATIONS NATIONAL SECURITIES MARKET COMMISSION 2926 Agreement of 11 March 2015 of the Board of the National Securities Market Commission on the Delegation of Powers.

In accordance with the provisions regarding the delegation of powers set forth in Article 18 of Law 24/1988 of 28 July on the Securities Market and Article 13 of Law 30/1992 of 26 November on the Legal Regime of Public Administrations and Common Administrative Procedure, the Board of the National Securities Market Commission, in its session of 11 March 2015, has agreed to the following delegations of powers in favor of the President, the Vice President, and the Executive Committee:

CHAPTER I Delegation of Powers within the Scope of the General Directorate of Markets

Section 1. Delegation of Powers in Matters Concerning Primary Markets

First. Delegation of powers regarding the verification of requirements for the admission of securities to trading on official secondary markets.

1. The power to verify compliance with the requirements necessary for the admission of securities to trading on official secondary markets is delegated to the President and the Vice President of the National Securities Market Commission, who may exercise it interchangeably, in accordance with Articles 26 and 32 of Law 24/1988 of 28 July on the Securities Market, and corresponding provisions of Royal Decree 1310/2005 of 4 November, which partially develops Law 24/1988 regarding admission to trading, public offers for sale or subscription, and the prospectus required for such purposes. In exercising this power, they may exercise the following:

a) The registration of documents accrediting that the issuer and the securities are subject to the applicable legal regime, as contemplated in paragraph 1(a) of Article 26 of Law 24/1988 and paragraph (a) of Article 11 of Royal Decree 1310/2005. b) The registration of the issuer's financial statements prepared and audited in accordance with the applicable legislation referred to in paragraph 1(b) of Article 26 of Law 24/1988 and paragraph (b) of Article 11 of Royal Decree 1310/2005. c) The approval and registration of informative prospectuses, either as single documents or as separate documents, as referenced in paragraph 1(c) of Article 26 of Law 24/1988 and paragraph (c) of Article 11 of Royal Decree 1310/2005. d) To assess the free transferability of partially paid-up securities referred to in paragraph 4 of Article 9 of Royal Decree 1310/2005. e) To admit to trading on official secondary markets shares and debt securities that do not meet the minimum admission amounts referred to in paragraph 6 of Article 9 of Royal Decree 1310/2005. f) To assess that the distribution of shares of a company on the Stock Exchange will take place in the short term for the purposes of not applying the dissemination requirement, in accordance with the second paragraph of paragraph 7 of Article 9 of Royal Decree 1310/2005. g) To assess, in accordance with the second paragraph of paragraph 9 of Article 9 of Royal Decree 1310/2005, that investors have all necessary information available so as not to require, for the admission to trading of convertible or exchangeable bonds and bonds with warrants, that the underlying shares be admitted to a regulated market. h) The power to exempt from the obligation to translate the prospectus summary into Spanish, in accordance with paragraph 3 of Article 17 of Royal Decree 1310/2005. i) The approval and registration of supplements to prospectuses as referred to in Article 22 of Royal Decree 1310/2005. j) The acceptance of prospectuses in languages other than Spanish in the cases provided for in Article 23 of Royal Decree 1310/2005. k) The power to assess the equivalence of information regarding the documents referred to in paragraphs (c) and (d) of Article 26.1 of Royal Decree 1310/2005. l) The power to declare the equivalence of prospectuses drawn up in a non-EU State with Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading and amending Directive 2001/34/EC, in accordance with paragraph 2 of Article 31 of Royal Decree 1310/2005.

These powers, with the exception of the one listed in the preceding paragraph (i), may not be exercised when dealing with shares of a company that is applying for admission to stock exchange trading for the first time and has not previously registered, for this purpose, with the National Securities Market Commission, an informative prospectus, financial statements, and accrediting documentation.

2. The following powers are delegated to the Executive Committee of the National Securities Market Commission:

a) The powers set out in letters (a) to (l) of the first paragraph of this Agreement when dealing with shares for which admission to stock exchange trading is requested for the first time and an informative prospectus, financial statements, and accrediting documentation have not previously been registered with the National Securities Market Commission for this purpose. b) The power to deny the registration of legally required documentation for the admission of securities to trading on official secondary markets, as well as the denial of the approval and registration of an informative prospectus in these cases, thereby denying the request for verification of admission to trading in said markets, when the grounds set out in paragraph 2 of Article 6 of Royal Decree 1310/2005 of 4 November apply. c) The power to accept the issuer's annual accounts covering a period shorter than that specified in paragraph 1 of Article 12 of Royal Decree 1310/2005, in accordance with the provisions of paragraph 2 of said Article. d) The power to transfer the competence to approve informative prospectuses to another competent authority of an EU Member State, in accordance with paragraph 5 of Article 24 of Royal Decree 1310/2005, as well as the power to deny such a request. e) The power to accept the competence to approve and register prospectuses originating from other competent authorities of other EU Member States, in accordance with paragraph 6 of Article 24 of Royal Decree 1310/2005, as well as the power to decline such competence. f) The power to require issuers at any time to rectify or cease advertising that does not comply with the provisions of Law 24/1988 and the second paragraph of paragraph 3 of Article 44 of Royal Decree 1310/2005, as well as to exercise the other powers attributed to the National Securities Market Commission in said Article 44 when they do not constitute mere procedural acts. g) The power to authorize or deny a request for the omission of specific information in prospectuses in the cases provided for in Article 27.4 of Law 24/1988 and in the fourth provision of Order EHA/3537/2005 of 10 November, which develops the aforementioned Article of the Securities Market Law.

Second. Delegation of powers regarding public offers for sale and subscription of securities.

1. The powers related to public offers for sale and subscription of securities referred to in Articles 30 bis and corresponding provisions of Law 24/1988 and Articles 38.2 and 41 of Royal Decree 1310/2005 are delegated to the President and the Vice President of the National Securities Market Commission, who may exercise them interchangeably, except when dealing with public offers for sale or subscription of shares prior to their first admission to stock exchange trading. To this end, and to the extent applicable, the same powers granted to the President and Vice President in the first paragraph of this Agreement regarding admission to trading on official secondary markets are attributed to them.

2. The same powers provided for in number 2 of the first paragraph of this Agreement, regarding admission of securities to trading on official secondary markets, are delegated to the Executive Committee of the National Securities Market Commission, so that they may exercise them regarding public offers for sale or subscription of securities to the extent applicable.

Third. Delegation of powers regarding Public Takeover Bids of Securities.

1. The following powers attributed by Law 24/1988 and its implementing regulations regarding public takeover bids of securities are delegated to the President and the Vice President of the National Securities Market Commission, who may exercise them interchangeably:

a) Those relating to the acceptance for processing of public takeover bids of securities. b) The repetition or extension of announcements of a public takeover bid. c) The authorization of extensions of the acceptance period for a public takeover bid. d) The approval of modifications to the characteristics of Public Takeover Bids. e) The verification of prospectus supplements.

Section 2. Delegation of Powers in Matters Concerning Secondary Markets

Fourth. Delegation of powers regarding the suspension of trading on secondary markets.

1. The following powers are delegated to the President and the Vice President of the National Securities Market Commission, who may exercise them interchangeably:

a) The powers to suspend trading of securities on Stock Exchanges, lift such suspension, and revoke interruptions agreed upon by the Governing Bodies, as provided for in Article 33 of Law 24/1988 and Article 12.2(c) of Royal Decree 726/1989 of 23 June on Governing Bodies and Members of Stock Exchanges, Stock Exchange Society, and Collective Guarantee. b) The powers to suspend trading in markets in general, or of securities and financial instruments in particular, as well as to lift the suspension in other secondary securities markets other than Stock Exchanges.

2. The powers attributed to the National Securities Market Commission in Article 30 of Royal Decree 1282/2010 of 15 October, which regulates official secondary markets for futures, options, and other financial derivatives, and in corresponding provisions of the regulations of such markets (authorized by the Order of the Ministry of Economy and Finance of 8 July 1992 and by Order ECO/3519/2003 of 1 December), to suspend the activities of one or more of their members, as well as the competence to agree, if applicable, on extensions of previously adopted suspensions and the lifting of such measures, are delegated to the Executive Committee of the National Securities Market Commission.

Fifth. Delegation of powers regarding the integration of securities into the Stock Exchange Interconnection System.

The power to adopt agreements on the integration of securities into the Stock Exchange Interconnection System, in accordance with Articles 49 of Law 24/1988 and Article 22 of Royal Decree 726/1989, is delegated to the President and the Vice President of the National Securities Market Commission, who may exercise it interchangeably.

Sixth. Delegation of powers regarding the reporting of transactions.

The powers provided for in paragraph 2 of Article 59 bis of Law 24/1988 regarding the approval of the system for reporting executed transactions are delegated to the President and Vice President of the National Securities Market Commission, who may exercise them interchangeably.

Seventh. Delegation of powers regarding relevant information.

The power to resolve requests for exemption from compliance with the obligations provided for in Articles 82.2, 82.4, and 89 of Law 24/1988, in accordance with its Article 91, as well as the power to order the publication of the information referred to in Articles 85.6 and 89 of the aforementioned Law, are delegated to the President and Vice President of the National Securities Market Commission, who may exercise them interchangeably.

Eighth. Delegation of powers regarding short selling.

1. The powers corresponding to the National Securities Market Commission as the competent authority regarding Regulation (EU) No 236/2012 of the European Parliament and of the Council of 14 March 2012 on short selling and certain aspects of credit default swaps, and its corresponding regulations, are delegated to the President and the Vice President of the National Securities Market Commission, who may exercise them interchangeably, with the exception of those delegated to the Executive Committee. In all cases, the President shall immediately convene the Board to inform it on the powers exercised.

2. The powers regarding restrictions on short selling and similar operations provided for in Article 20 of Regulation (EU) No 236/2012, as well as the exercise of said powers when the National Securities Market Commission is not the competent authority of the home State pursuant to Article 22 of said Regulation, are delegated to the Executive Committee of the National Securities Market Commission.

In cases of urgency and when it is not possible to validly constitute the Executive Committee, the aforementioned powers are delegated to the President and Vice President interchangeably. In all cases, the President shall immediately convene the Board to inform it on the powers exercised.

Ninth. Delegation of powers regulated by Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories.

The powers corresponding to the National Securities Market Commission pursuant to Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories are delegated to the President and the Vice President of the National Securities Market Commission, who may exercise them interchangeably.

Tenth. Delegation of powers regarding access, authorization, and loss of status as a member, Own-Account Account Holder at the Book Entry Central, or Managing Entity of the Book Entry Public Debt Market.

The competence to issue the report on the proposal for access, authorization, and revocation of the status of member, own-account account holder at the Book Entry Central, or managing entity of the Book Entry Public Debt Market, as provided for in Royal Decree 505/1987 of 3 April, which establishes a book-entry system for State Debt, is delegated to the President of the National Securities Market Commission.

Eleventh. Delegation of powers regulated by Regulation (EU) No 909/2014 of the European Parliament and of the Council of 23 July 2014 on improving securities settlement in the European Union and on central securities depositories and amending Directives 98/26/EC and 2014/65/EU and Regulation (EU) No 236/2012.

The powers corresponding to the National Securities Market Commission pursuant to Regulation (EU) No 909/2014 of the European Parliament and of the Council of 23 July 2014 on improving securities settlement in the European Union and on central securities depositories and amending Directives 98/26/EC and 2014/65/EU and Regulation (EU) No 236/2012 are delegated to the President and the Vice President of the National Securities Market Commission, who may exercise them interchangeably.

Section 3. Delegation of Powers in Matters Concerning Primary and Secondary Markets

Twelfth. Delegation of powers regarding the exclusion of securities from trading.

The following powers are delegated to the Executive Committee of the National Securities Market Commission:

a) The power to adopt agreements initiating proceedings for the exclusion of trading of certain securities. b) Regarding the exclusion from trading, in accordance with Article 34 of Law 24/1988, those relating to the exemption from making a Public Takeover Bid of securities, at the request of the issuing entity, in cases where another equivalent procedure ensures the protection of the legitimate interests of those affected, and provided that the general meeting of the issuing company has agreed, with the quorums and majorities provided for in Article 194 of Royal Legislative Decree 1/2010 of 2 July approving the consolidated text of the Capital Companies Law, or with higher quorums and majorities provided in its bylaws, to request said exclusion. c) The non-requirement of a Public Takeover Bid of securities and the exclusion from listing when all holders of the affected securities unanimously agree to the exclusion from trading with a waiver of the sale of their securities under a public offer regime. d) The others attributed to the National Securities Market Commission in Article 11 of Royal Decree 1066/2007 of 27 July on the regime of public takeover bids of securities.

Section 4. Delegation of Powers in Matters Concerning Financial and Corporate Reports

Thirteenth. Delegation of powers regarding information.

The following powers are delegated to the Executive Committee of the National Securities Market Commission:

a) The exemption provided for in Article 6 of Order EHA/3050/2004 of 15 September regarding the information on related-party transactions that must be supplied by issuers of securities admitted to trading on official secondary markets. b) The power to forward to the Institute of Accounting and Audit of Accounts audit reports in which non-compliance with accounting audit legislation or failure to comply with applicable technical standards is identified.

Fourteenth. Delegation of powers regarding the reporting of significant holdings.

The powers, in matters concerning significant holdings in the share capital of listed companies and treasury shares, attributed to the National Securities Market Commission by Law 24/1988 and its implementing regulations, are delegated to the President and Vice President of the National Securities Market Commission, who may exercise them interchangeably.

Fifteenth. Delegation of powers regarding the verification of periodic information.

1. In accordance with paragraph 2(n), 2nd, of Article 85 of Law 24/1988, the power to require issuers, whose securities are admitted to trading on an official secondary market or another regulated market domiciled in the European Union, to publish additional information, reconciliations and/or corrections of periodic information, is delegated to the President and the Vice President of the National Securities Market Commission, who may exercise it interchangeably.

2. In accordance with paragraph 2(n), 2nd, of Article 85 of Law 24/1988, the power to require issuers, whose securities are admitted to trading on an official secondary market or another regulated market domiciled in the European Union, to publish reformulations of periodic information, is delegated to the Executive Committee of the National Securities Market Commission.

Sixteenth. Delegation of powers regarding the Annual Corporate Governance Report and the Annual Report on Remuneration.

The exemption from submitting the Annual Corporate Governance Report and the Annual Report on Directors' Remuneration in electronic format for those entities obliged to do so is delegated to the President and the Vice President of the National Securities Market Commission, who may exercise it interchangeably.

Seventeenth. Delegation of powers regarding the appointment of insolvency administrators.

The power to propose the appointment of an insolvency administrator by the National Securities Market Commission, in accordance with paragraph 2 of Article 27 of Law 22/2003 of 9 July on Insolvency, is delegated to the Executive Committee of the National Securities Market Commission. In cases of urgency and when it is not possible to validly constitute the Executive Committee, the power to agree on said proposal is delegated to the President and Vice President of the National Securities Market Commission, interchangeably.

CHAPTER II Delegation of Powers within the Scope of the Deputy Presidency and, where applicable, within the Scope of the Directorate of Markets

First. Delegation of powers regarding the governing bodies of official secondary securities markets, the Stock Exchange Society, and the holding companies thereof