Circular 3/2015 of the CNMV on Technical and Legal Specifications and Information for Listed Companies' and Savings Banks' Websites

OFFICIAL STATE GAZETTE No. 190 Monday, August 10, 2015 Sec. I. Page 71737 I. GENERAL PROVISIONS COMISIÓN NACIONAL DEL MERCADO DE VALORES 8943 Circular 3/2015, of June 23, of the Comisión Nacional del Mercado de Valores, on technical and legal specifications and information that must be contained in the websites of listed joint-stock companies and savings banks that issue securities admitted to trading on official secondary securities markets.

EXPLANATORY STATEMENT Order ECC/461/2013, of March 20, which determines the content and structure of the annual corporate governance report, the annual remuneration report, and other information instruments of listed joint-stock companies, savings banks, and other entities that issue securities admitted to trading on official securities markets, develops the transparency requirements established in Law 24/1988, of July 28, on the Securities Market, and in Royal Decree-Law 11/2010, of July 9, on governing bodies and other aspects of the legal regime of savings banks.

Chapter IV of the aforementioned Order ECC/461/2013, of March 20, establishes the content of the information instruments of listed joint-stock companies and savings banks that issue securities admitted to trading on official secondary securities markets, specifically the minimum content that their website must have.

Section 4 of Article 13 of Order ECC/461/2013, of March 20, empowers the Comisión Nacional del Mercado de Valores to determine the technical and legal specifications, and the information that listed joint-stock companies and savings banks that issue securities admitted to trading must include on their website, in accordance with what is established in Article 13 of the Order itself.

Circular 1/2004, of March 17, of the Comisión Nacional del Mercado de Valores, on the annual corporate governance report of listed joint-stock companies and other entities issuing securities admitted to trading on official secondary securities markets, and other information instruments of listed joint-stock companies; and Circular 2/2005, of April 21, of the Comisión Nacional del Mercado de Valores, on the annual corporate governance report and other information of savings banks that issue securities admitted to trading on official securities markets, already regulated the minimum content of the websites of listed joint-stock companies and savings banks with securities admitted to trading, but it has been considered appropriate, first, to adjust these minimum contents to the new obligations imposed by Order ECC/461/2013, of March 20, and by Law 31/2014, of December 3, which modifies the Capital Companies Law for the improvement of corporate governance, and second, to unify in a single normative text the obligations in this matter of listed joint-stock companies and savings banks that issue securities admitted to trading.

The structure for compiling the information that listed joint-stock companies and savings banks that issue securities admitted to trading on official secondary securities markets must include on their website, which is included in the annexes of this Circular, is merely orientative, the final decision on how to structure such contents belonging to the obligated subject following the indications of this Circular and ensuring that, whatever structure is chosen, all the contents cited in the annexes are included on their page.

In virtue thereof, the Council of the Comisión Nacional del Mercado de Valores, in its meeting of June 23, 2015, in exercise of the conferred powers, prior to the report of its Advisory Committee, has ordered: cve: BOE-A-2015-8943 Verifiable at http://www.boe.es

OFFICIAL STATE GAZETTE No. 190 Monday, August 10, 2015 Sec. I. Page 71738 First Rule. Object of the Circular and scope of application.

1. The object of the Circular is to determine the technical and legal specifications and the information that must be contained in the websites of the obligated subjects referred to in the following section.
2. This Circular shall apply to the following obligated subjects: a) Listed joint-stock companies. b) Savings banks that have issued securities admitted to trading on official secondary securities markets.
3. Foreign entities whose shares are admitted to trading on Spanish official secondary markets may adapt the content of their website to the specificities required by the legislation of their country of origin.

Second Rule. Information to be included on the website.

1. The information that listed joint-stock companies must include on their websites on a mandatory basis shall comply, regarding its content and time limit for dissemination, with the requirements set out in Annex I of this Circular, without prejudice to those others to which they may be subject under other regulations.
2. The information that savings banks that issue securities admitted to trading on official secondary securities markets must include on their websites on a mandatory basis shall comply, regarding its content and time limit for dissemination, with the requirements set out in Annex II of this Circular, without prejudice to those others to which they may be subject under other regulations.
3. Listed joint-stock companies and savings banks may voluntarily disseminate through their websites any other information different from that included in the preceding paragraphs.

Third Rule. Principle of informational transparency. All information included on the website of the obligated subjects must be clear, complete, correct, and truthful, and may not include information that, because it is biased, covers an insufficient time span, is not verifiable, does not include the appropriate warnings, or for any other reason, may mislead or confuse or not allow the investor to make a well-founded judgment of the entity.

Fourth Rule. Technical and legal specifications of the websites.

1. The obligated subjects shall have a website with a registered Internet domain name. Each entity shall have the necessary means so that its website can be easily located on the Internet through the most frequently used search engines.
2. All pages must be drafted, at least, in Spanish and must be printable.
3. If the website offers versions for different electronic devices, their content and presentation must be as homogeneous as possible.
4. The titles of the pages and the content must be clear and significant, and the language adequate to the average investor, avoiding the use of technical jargon as much as possible. If acronyms are used, they must be translated, and abbreviations should be avoided as much as possible.
5. The technical structure of the website and the files supporting the content will allow navigation and accessibility with common computer products used in the Internet environment and with a response time that does not prevent the operability of the consultation.
6. On the home page of the website of listed companies, there will be a specific section, easily recognizable and with direct access, under the denomination "information for shareholders and investors," or similar, in which all the information required by Royal Legislative Decree 1/2010, of July 2, approving the consolidated text of the Capital Companies Law, Law 24/1988, of July 28, on the securities market, Order ECC/461/2013, of March 20, this Circular, and any other regulation, of which the entity is an obligated subject, containing provisions that oblige the inclusion of specific information on the website, without prejudice to the information that listed companies voluntarily include.
7. On the home page of the website of savings banks that issue securities admitted to trading on official secondary securities markets, there will be a specific section, easily recognizable and with direct access, under the denomination "information for investors," or similar, in which all the information required by Law 26/2013, of July 27, on savings banks and banking foundations, Law 10/2014, of June 26, on the organization, supervision, and solvency of credit institutions, Law 24/1988, of July 28, on the securities market, Order ECC/461/2013, of March 20, this Circular, and any other regulation, of which the entity is an obligated subject, containing provisions that oblige the inclusion of specific information on the website, without prejudice to the information that savings banks voluntarily include.
8. Access to the contents of the "information for shareholders and investors" section in listed companies or the "information for investors" section in savings banks shall be no more than three navigation steps ("clicks") from the main page and will not require prior identification of the user, except, if applicable, for access to the Shareholders' Forum.
9. The content must be presented structured and hierarchized with a concise and explanatory title, so as to allow rapid and direct access to each of them and free of charge for the user. Such content must be downloadable and printable.
10. At least each of the contents specified in the section/subsection columns of Annexes I and II of this Circular must be directly referenced in the map or any other content index of the website.
11. When, if applicable, discrepancies arise, except that they lack relevance, between the information contained on the website of the obligated subject and the information contained in the public registers of the CNMV, the obligated subject must eliminate such discrepancies as soon as possible. To this end, the obligated subject will send, where appropriate, the correct information to the CNMV for incorporation into the corresponding administrative registers or will modify its website.

Fifth Rule. Telematic connections to public registers. In accordance with this Circular, the information that obligated subjects must disseminate on their websites may be offered through links that allow access to the information, regarding said entity, offered in the public registers of the CNMV. Similarly, the website of the obligated subject may include telematic connections with the Commercial Register or other public registers, so that shareholders and investors can verify the information contained therein, or access complementary or updated information on any fact or document registrable or deposited in the public registers. Links with the CNMV website (www.cnmv.es), which are included to facilitate consultation of the information existing on the obligated subject, in the public registers of the CNMV, must comply with the technical specifications established by it.

Sixth Rule. Responsibility for the content of the websites. In accordance with what is established in Article 13.3 of Order ECC/461/2013, of March 20, it shall be the responsibility of the administrators in the case of listed companies, and of the general manager, or whoever, if applicable, establishes the specific sectoral regulation, in the case of savings banks, to keep the information on the website updated and coordinate the adequacy of its content with that resulting from the documents deposited and registered in the corresponding public registers.

cve: BOE-A-2015-8943 Verifiable at http://www.boe.es

OFFICIAL STATE GAZETTE No. 190 Monday, August 10, 2015 Sec. I. Page 71739

OFFICIAL STATE GAZETTE No. 190 Monday, August 10, 2015 Sec. I. Page 71740

Single Transitional Provision. Transitional regime. Obligated subjects must have adapted the content of their websites to the content of this Circular effective January 1, 2016.

Single Repealing Provision.

1. Circular 1/2004, of March 17, of the Comisión Nacional del Mercado de Valores, on the annual corporate governance report of listed joint-stock companies and other entities issuing securities admitted to trading on official secondary securities markets, and other information instruments of listed joint-stock companies, is hereby repealed.
2. Circular 2/2005, of April 21, of the Comisión Nacional del Mercado de Valores, on the annual corporate governance report and other information of savings banks that issue securities admitted to trading on official securities markets, is hereby repealed.

Single Final Provision. Entry into force. This Circular shall enter into force twenty days after its publication in the "Boletín Oficial del Estado". Madrid, June 23, 2015.–The President of the Comisión Nacional del Mercado de Valores, María Elvira Rodríguez Herrer. cve: BOE-A-2015-8943 Verifiable at http://www.boe.es

OFFICIAL STATE GAZETTE No. 190 Monday, August 10, 2015 Sec. I. Page 71741 ANNEX I Information to be included by listed joint-stock companies on their website OBSERVATIONS: INCORPORATION TIME: Indicates the deadline from which the company must incorporate or update its website with the information described in each of the sections. Unless expressly stated otherwise, the first information to be included by each listed company in each of the sections mentioned below will be the one in force on the date when it becomes mandatory for the entity to have a website with the minimum content developed in this Annex or, if applicable, the information in force on the date when the corresponding section becomes mandatory. PERMANENCE AND MAINTENANCE: Period during which the information will remain available on the website. In the table below, it is noted, in relation to certain sections, the need for the website to incorporate information referring to previous periods, to the extent that such information was required in its condition as a listed company. Likewise, when the information contained on the websites of listed companies refers to facts, acts, and circumstances resulting from documents whose registration in the Commercial Register is mandatory, if this has not yet occurred, it must be expressly indicated that such information "is pending registration in the Commercial Register."

Section General Subsection Content Incorporation Time Permanence and Maintenance I. GENERAL INFORMATION ABOUT THE COMPANY

1. Communication channels with the company: Postal email addresses, electronic email, and if applicable, the specific telephone number for investor relations or any other existing communication means between the company and its shareholders will be indicated. From the obligation to have the corporate website. Always.
2. The Share and its Share Capital: Information will be provided on the current capital, the number of shares and voting rights it is divided into, and, if applicable, the distribution by classes of shares based on the specific political and economic rights they entail. Likewise, a schematic table with the evolution of share capital will be included. The Stock Exchanges where they trade will be indicated, and, if applicable, the trading segment to which it belongs. Information will also be included on securities that are not traded on a regulated community market, indicating, if applicable, the different classes of shares and, for each class of shares, the rights and obligations they confer. From when the corresponding statutory modification is agreed. Always updated to the current fiscal year. Historical data of at least the last closed fiscal year.
3. Investor Agenda: In this section, relevant dates for the shareholder will be indicated: publication of results, general meetings, and payment of upcoming dividends, as well as any other relevant event for the investor. From its dissemination as a relevant event or, if applicable, when dates are firm. Always updated including information for the current fiscal year.
4. Dividends: The dividend payment schedule will be included, with the following breakdown: payment date, ex-dividend date, gross amount, type, and concept thereof. Likewise, detailed information will be included on flexible remuneration programs for shareholders with share delivery. From the dissemination of the relevant event. Always updated. Historical data of at least the last closed fiscal year.
5. Public offers for sale and admission of securities: The following will be shown: 5.a For those cases where Royal Decree 1310/2005, of November 4, obliges the publication of a prospectus whose approval is the competence of the CNMV, it will be available on the corporate website or, if applicable, a direct link to the financial intermediary's website, placing agent, or market where the admission to listing is requested, where said prospectus has been published. This obligation applies equally to the different parts that, if applicable, may make up the prospectus (registration document, securities note, and documents incorporated by reference), as well as to the final conditions in the case of base prospectuses and any supplement that may be published in accordance with Article 22 of Royal Decree 1310/2005. 5.a As soon as feasible and, in any case, before the start of the public offer; when the securities are not subject to a public offer for sale or subscription, publication will be made within a reasonable time before the admission to trading of the securities or, at the latest, at that moment. At least, during the validity period of the prospectus. 5.b. Additionally, in the case of debt issuances that are in an informative prospectus approved by the CNMV and whose terms have been modified, when such modification has not been published in a supplement, in accordance with Article 22 of Royal Decree 1310/2005, the full text of the modification agreement adopted by the competent body will be published on the website, with express mention of the date of the agreement and the body or person that adopted it. 5.b Same as established in section 5.a. In the case of modifications to terms and conditions, as soon as feasible after the adoption of the modification agreement. During the validity period of the issuance. 5.c The convocation of the bondholders' assembly, when it is going to deal with or resolve matters relating to the modification of the terms of the securities contained in an informative prospectus approved by the CNMV. 5.c From the dissemination of the relevant event. Until the holding of the Assembly.
6. Public Offers for the Acquisition of Securities (OPA): When the company is the entity affected by an OPA, the following information will be available on its website. 6.a Relevant event of the request for authorization of the OPA and, if applicable, the prior announcement. 6.a From the dissemination of the relevant event by the CNMV. At least one year from the publication of the OPA result, or in the case of an exclusion OPA, until it effectively occurs. 6.b Prospectus and announcement of the authorized operation or, in its absence, a link to the CNMV website where shareholders can consult them. 6.b From the publication of the first announcement of the offer. 6.c Report of the administrators of the affected company, when applicable. 6.c From the dissemination of the corresponding relevant event. 6.d Result of the operation. 6.d From the dissemination of the corresponding relevant event.
7. Statutes: The current statutes of the company will be available. In the case of statutory modifications, the texts of the new articles will be included, once approved by the General Meeting or the corresponding corporate body and obtaining the necessary authorizations in the case that they are mandatory, until their registration in the Commercial Register. Once registered, the consolidated statutes will be included. From their communication to the CNMV or from the adoption of the agreement and obtaining the necessary authorizations. Current statutes with indication of the last date of registration in the Commercial Register. Statutory modifications pending registration in the Commercial Register must appear from the approval by the competent corporate body and from when the necessary authorization has been obtained, if applicable, with indication of the date on which they were approved by the competent corporate body, until they are incorporated into the current statutes.
8. Relevant Events: Their full texts will be collected along with the express declaration by the company guaranteeing that they correspond exactly to those sent to the CNMV, either by the company itself or by third parties, and disseminated by it. Immediately after their dissemination to the market by the CNMV. Direct access to relevant events of the current fiscal year and at least Historical data of the last closed fiscal year. Express mention that previous relevant events are available for consultation on the CNMV website.
9. Shareholders' Agreements: The full text of the agreement communicated as a relevant event, in application of current regulations, will be included. From the dissemination of the relevant event. Always updated.
10. Significant Participations and Treasury Shares: The corporate website will incorporate information at a level of detail at least equivalent to that collected in an identical section on the CNMV website. From its incorporation into the official registers of the CNMV. Always updated. II. ECONOMIC-FINANCIAL INFORMATION
11. Periodic Public Information (IPP): They will include the Periodic Public Information of mandatory submission to the CNMV in accordance with current regulations. Likewise, additional documentation submitted by the company in response to a CNMV request on the matter, which the CNMV has made public on its website, will be included. From the dissemination of the relevant event, or the inclusion on the CNMV website of the additional documentation submitted by the company in response to a request from the first. Those corresponding to the current fiscal year and, at least, the last three closed fiscal years, to the extent that they are available in another public register for the last ten years.
12. Audit Report, Audited Annual Accounts (individual and consolidated), Management Report and Annual Report: Full texts. Likewise, additional documentation submitted by the company in response to a

cve: BOE-A-2015-8943 Verifiable at http://www.boe.es

OFFICIAL STATE GAZETTE No. 190 Monday, August 10, 2015 Sec. I. Page 71742 Section General Subsection Content Incorporation Time Permanence and Maintenance request from the CNMV on the matter, which the CNMV has made public on its website, will be included.

cve: BOE-A-2015-8943 Verifiable at http://www.boe.es