Agreement of 27 September 2018 of the CNMV Council on Delegation of Competences

III. OTHER PROVISIONS NATIONAL SECURITIES MARKET COMMISSION 13767 Agreement of 27 September 2018 of the Council of the National Securities Market Commission on delegation of competences.

Pursuant to Articles 25.1.g), 25.2.d) and 26.2.e) of the Securities Market Law, whose consolidated text was approved by Royal Legislative Decree 4/2015 of 23 October, and Article 9 of Law 40/2015 of 1 October on the Legal Regime of the Public Sector, regarding delegations of competences, the Council of the National Securities Market Commission, in its session of 27 September 2018, has agreed to the following delegations of competences in favor of the President, the Vice President, and the Executive Committee:

TITLE I Delegation of competences in the field of the General Directorate of Markets

CHAPTER I Delegation of competences in matters of primary markets

Article 1. Delegation of competences regarding the verification of requirements for the admission of securities to trading on regulated markets.

1. The power to verify compliance with the requirements necessary for the admission to trading of securities on regulated markets, in accordance with Articles 36 and 76 of the Securities Market Law, and corresponding provisions of Royal Decree 1310/2005 of 4 November, which partially develops Law 24/1988 of 28 July on the Securities Market, regarding admission to trading of securities on official secondary markets, public offers for sale or subscription, and the prospectus required for such purposes, is delegated to the President and the Vice President of the National Securities Market Commission, who may exercise these powers interchangeably. 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 legal regime applicable to them, as contemplated in paragraph 1, letter a), of Article 36 of the Securities Market Law and paragraph a) of Article 11 of Royal Decree 1310/2005 of 4 November.

b) The registration of the issuer's financial statements prepared and audited in accordance with the applicable legislation referred to in paragraph 1, letter b), of Article 36 of the Securities Market Law and paragraph b) of Article 11 of Royal Decree 1310/2005 of 4 November.

c) The approval and registration of informative prospectuses, whether as single documents or as separate documents, as referred to in paragraph 1, letter c), of Article 36 of the Securities Market Law and paragraph c) of Article 11 of Royal Decree 1310/2005 of 4 November.

d) To appreciate the free transferability of partially paid securities referred to in paragraph 4 of Article 9 of Royal Decree 1310/2005 of 4 November.

e) To admit to trading on regulated markets shares and debt securities that do not reach the minimum admission amounts referred to in paragraph 6 of Article 9 of Royal Decree 1310/2005 of 4 November.

f) To appreciate that the distribution in the Stock Exchange of shares of a company 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 of 4 November.

g) To appreciate, in accordance with the second paragraph of paragraph 9 of Article 9 of Royal Decree 1310/2005 of 4 November, that investors have all necessary information available for the purpose of not requiring, in the admission to trading of convertible or exchangeable bonds and bonds with warrants, that the shares serving as the underlying asset be admitted to any regulated market.

h) The power to exempt from the obligation to translate the summary of the informative prospectinto Spanish, in accordance with paragraph 3 of Article 17 of Royal Decree 1310/2005 of 4 November.

i) The approval and registration of supplements to the prospectuses referred to in Article 22 of Royal Decree 1310/2005 of 4 November.

j) The acceptance of prospectuses in a language other than Spanish in the cases provided for in Article 23 of Royal Decree 1310/2005 of 4 November.

k) The power to appreciate the equivalence of information regarding the documents referred to in paragraphs c) and d) of Article 26.1 of Royal Decree 1310/2005 of 4 November.

l) The power to declare the equivalence of prospectuses drawn up in a State that is not a member of the European Union 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 of 4 November.

m) The power to require issuers at any time to rectify or cease advertising when it does not respect what is established in the Securities Market Law and in the second paragraph of paragraph 3 of Article 44 of Royal Decree 1310/2005 of 4 November, as well as for the exercise of other powers attributed to the National Securities Market Commission in the aforementioned Article 44 when they do not constitute mere procedural acts.

These powers, with the exception of those listed in paragraphs i) and m) above, may not be exercised when it concerns shares of a company that is requesting admission to trading on the Stock Exchange 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 collected in letters a) to l) of the first paragraph of this Agreement when it concerns shares for which admission to trading on the Stock Exchange is requested for the first time and an informative prospectus, financial statements, and accrediting documentation have not been previously registered with the National Securities Market Commission for this purpose.

b) The power to deny the registration of the legally required documentation for the admission of securities to trading on regulated 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 of paragraph 2 of Article 6 of Royal Decree 1310/2005 of 4 November concur.

c) The power to accept the issuer's annual accounts covering a period shorter than that indicated in paragraph 1 of Article 12 of Royal Decree 1310/2005 of 4 November, 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 a Member State of the European Union, in accordance with the provisions of paragraph 5 of Article 24 of Royal Decree 1310/2005 of 4 November, as well as the power to deny such a request.

e) The power to accept the competence to approve and register prospectuses from other competent authorities of other Member States of the European Union, in accordance with paragraph 6 of Article 24 of Royal Decree 1310/2005 of 4 November, as well as the power not to accept such competence.

f) The power to authorize or deny the request for omission of certain information in prospectuses in the cases provided for in Article 37.6 of the Securities Market Law, and in the fourth provision of Order EHA/3537/2005 of 10 November, which develops Article 37.6 of the Securities Market Law.

Article 2. Delegation of competences in matters of 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 34 and 35 and corresponding provisions of the Securities Market Law, and Articles 38.2 and 41 of Royal Decree 1310/2005 of 4 November, are delegated to the President and the Vice President of the National Securities Market Commission, who may exercise them interchangeably, except when it concerns public offers for sale or subscription of shares prior to their first admission to the Stock Exchange. 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 of securities on regulated markets are attributed to them.

2. The same powers provided for in number 2 of the first paragraph of this Agreement, in matters of admission of securities to trading on regulated markets, are delegated to the Executive Committee of the National Securities Market Commission, to be exercised in relation to public offers for sale or subscription of securities to the extent applicable.

Article 3. Delegation of competences in matters of public takeover bids for securities.

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

a) Those related to the admission for processing of public takeover bids for 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.

Article 4. Delegation of competences in matters of securitization funds and banking asset funds.

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 corresponding to the National Securities Market Commission regarding securitization funds, in accordance with the provisions of Law 5/2015 of 27 April on the promotion of business financing, and its implementing regulations.

b) The powers attributed to the National Securities Market Commission in Law 9/2012 of 14 November on the restructuring and resolution of credit institutions, regarding banking asset funds and its implementing regulations.

CHAPTER II Delegation of competences in matters of secondary markets

Article 5. Delegation of competences in matters of suspension of trading on secondary markets.

The powers to suspend the trading of securities or other financial instruments traded on Stock Exchanges or any other trading venues, to lift such suspension, and to revoke the suspension agreed upon by the governing bodies of the respective trading venues, as provided for in Articles 21, 22, and 38 of Royal Decree-Law 21/2017 of 29 December on urgent measures to adapt Spanish law to European Union regulations on the securities market, are delegated to the President and the Vice President of the National Securities Market Commission, who may exercise them interchangeably.

Article 6. Delegation of competences in matters of integration of securities into the Stock Exchange Interconnection System.

The adoption of agreements for the integration of securities into the Stock Exchange Interconnection System, in accordance with the provisions of Article 56 of the Securities Market Law and Article 22 of Royal Decree 726/1989 of 23 June, is delegated to the President and the Vice President of the National Securities Market Commission, who may exercise it interchangeably.

Article 7. Delegation of competences regarding relevant information.

The power to agree on the publication of the information referred to in Articles 234.2.o) and 237 of the Securities Market Law is delegated to the President and Vice President of the National Securities Market Commission, who may exercise it interchangeably.

Article 8. Delegation of competences in matters of 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 Council 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 of the European Parliament and of the Council of 14 March 2012 on short selling and certain aspects of credit default swaps, as well as the exercise of such powers when the National Securities Market Commission is not the competent authority of the home State in accordance with Article 22 of said Regulation, are delegated to the Executive Committee of the National Securities Market Commission. In cases of urgency, as well as 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 report this fact to the members of the Council, as well as include an item on this matter in the agenda of the next Executive Committee or Council meeting to inform on the agreement adopted.

Article 9. Delegation of competences regulated in 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 by virtue of the provisions of 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.

Article 10. Delegation of competences regulated in Articles 4, 7, 9, 11 and 21 of Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments.

The following powers are delegated to the President and Vice President, who may exercise them interchangeably:

a) The powers of authorization, notification, and suspension of obligations corresponding to the National Securities Market Commission by virtue of the provisions of Articles 4, 7, 9, and 11 of Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014, regarding pre- and post-trade transparency exemptions.

b) The powers of authorization and notification corresponding to the National Securities Market Commission by virtue of the provisions of paragraph 4 of Article 21 of Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014, regarding post-trade transparency exemptions.

Article 11. Delegation of competences in matters of suspension of pre-trade transparency exemptions due to exceeding the volume limitation mechanism threshold [Article 5 of Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014].

The power to suspend the use of exemptions from transparency obligations for trading orders at prices referenced in Article 4.1.a) introduced into systems that formalize transactions negotiated in Article 4.1.b).i), in accordance with paragraphs 2 and 3 of Article 5 of Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014, is delegated to the President and the Vice President of the National Securities Market Commission, who may exercise it interchangeably.

Article 12. Delegation of competences in matters of position limits on commodity derivatives.

1. The powers to authorize the exemption provided for in Article 8 of Commission Delegated Regulation 2017/591 of 1 December 2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council as regards technical regulatory standards for the application of position limits on commodity derivatives are delegated to the President and the Vice President of the National Securities Market Commission, who may exercise them interchangeably.

2. The powers regarding the limitation of positions and controls on position management in commodity derivatives, referred to in paragraphs 4, 5, 6, 10, and 13 of Article 57 of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directives 2002/92/EC and 2011/61/EU, are delegated to the Executive Committee of the National Securities Market Commission.

Article 13. Delegation of competences regulated in 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 by virtue of the provisions of 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.

Article 14. Delegation of competences regarding the governing bodies of trading venues, central securities depositories, and central counterparties.

The power to authorize the modification of the regulations of trading venues and other market infrastructures, and the general conditions of contracts traded on regulated markets, when the modifications derive from compliance with legal or regulatory standards, judicial or administrative resolutions, or any other modification of little relevance, as well as the appreciation of this circumstance, is delegated to the President and Vice President, who may exercise it interchangeably.

CHAPTER III Delegation of competences in matters of primary and secondary markets

Article 15. Delegation of competences in matters of 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 securities or other financial instruments from trading, and to resolve exclusion proceedings referred to in Article 21 of Royal Decree-Law 21/2017 of 29 December.

b) Regarding the exclusion from trading, in accordance with Article 82 of the Securities Market Law, those related to the dispensation from formulating a Public Takeover Bid for securities, at the request of the issuing entity, in those cases where, through another equivalent procedure, the protection of the legitimate interests of those affected is ensured.

c) The non-requirement of a public takeover bid for securities and the exclusion from listing when all holders of the affected securities unanimously agree to the exclusion from trading with waiver of the sale of their securities under a public offer regime.

d) Those 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 for securities.

CHAPTER IV Delegation of competences in matters of financial and corporate reports

Article 16. Delegation of competences 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 on 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 remit to the Institute of Accounting and Auditing (Instituto de Contabilidad y Auditoría de Cuentas) audit reports in which non-compliance with legislation on account auditing or non-compliance with applicable technical standards is identified.

Article 17. Delegation of competences in matters of communication of significant holdings.

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

Article 18. Delegation of competences in matters of verification of periodic information.

1. The powers are delegated to the President and the Vice President of the National Securities Market Commission, who may exercise them interchangeably, regarding the verification of periodic information...