Agreement of 11 March 2021 of the Council of the National Securities Market Commission on delegation of powers (Correction of errors)

III. OTHER PROVISIONS
NATIONAL SECURITIES MARKET COMMISSION
4142 Agreement of 11 March 2021 of the Council of the National Securities Market Commission on delegation of powers.

Pursuant to Articles 25.1.g), 25.2.d) and 26.2.e) of the Securities Market Law, consolidated text 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,

The Council of the National Securities Market Commission, in its session of 11 March 2021, has agreed to the following delegations of powers in favor of the President, the Vice President, and the Executive Committee:

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

CHAPTER I
Delegation of powers in the area of primary markets

Article 1. Delegation of powers 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 of sale or subscription, and the prospectus required for such purposes, is delegated to the President and the Vice President, 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 assess the free transferability of partially paid-up 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) The assessment that the distribution in the Stock Exchange of shares of a company to shareholders 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) The assessment, 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 underlying shares 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 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 assess 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, 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 the other powers attributed to the CNMV in said Article 44 when they do not constitute mere procedural acts.

These powers, with the exception of those enumerated in paragraphs i) and m) above, may not be exercised when it concerns shares of a Company that is applying for admission to trading on the Stock Exchange for the first time and has not previously registered, for this purpose, with the CNMV, an informative prospectus, financial statements, and accrediting documentation.

2. The following powers are delegated to the Executive Committee:

a) The powers set out 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 CNMV.

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 set out in 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 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 18 of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and repealing Directive 2003/71/EC.

3. The verification of the admission to trading of fixed-income securities or other non-participatory securities that are not directed at retail investors is delegated to the Director General of Markets when: i) a public offer prospectus has been approved prior to such verification; or ii) it concerns securities to which the Prospectus Regulation does not apply; or iii) the exception to the obligation to draw up a public offer or admission to trading prospectus applies in accordance with the Prospectus Regulation. The admission to listing of warrant issuances carried out regularly by financial entities, as well as other actions directly related to the delegations contained in this paragraph, is also delegated.

Article 2. Delegation of powers regarding public offers of sale and subscription of securities.

1. The powers related to public offers of 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, who may exercise them interchangeably, except when it concerns public offers of 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 the 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 the area of admission of securities to trading on regulated markets, are delegated to the Executive Committee, so that they may exercise them in relation to public offers of sale or subscription of securities to the extent applicable.

Article 3. Delegation of powers regarding Public Takeover Bids for Securities.

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

a) Those related to the acceptance 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 powers regarding Securitization Funds and Bank Asset Funds.

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

a) The powers corresponding to the [CNMV] 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 [CNMV] in Law 9/2012 of 14 November on the restructuring and resolution of credit entities, regarding Bank Asset Funds and its implementing regulations.

2. The incorporation of assets into securitization funds and the registration with the CNMV of securitization funds exempt from drawing up a prospectus, as well as actions directly related to this delegation, are delegated to the Director General of Markets.

CHAPTER II
Delegation of powers regarding secondary markets

Article 5. Delegation of powers regarding the suspension of trading in 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, 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 in the area of securities markets, are delegated to the President and the Vice President, who may exercise them interchangeably.

Article 6. Delegation of powers regarding the 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, is delegated to the President and the Vice President, who may exercise it interchangeably.

Article 7. Delegation of powers 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, who may exercise it interchangeably.

Article 8. Delegation of powers regarding short selling.

1. The powers corresponding to the CNMV as the competent authority regarding Regulation (EU) 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, who may exercise them interchangeably, with the exception of those delegated to the Executive Committee or the Director General of Markets. In all cases, the President shall inform the Council of the powers exercised as soon as possible. In the case of exemptions authorized under said regulations, the Council shall be informed at the first ordinary session held by the Council after the exercise of the delegated power.

2. The powers regarding restrictions on short selling and similar operations provided for in Article 20 of Regulation (EU) 236/2012 of the European Parliament and of the Council of 14 March 2012 on short selling and certain aspects of credit default swaps are delegated to the Executive Committee. 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 inform the members of the Council of this fact and include an item regarding this in the Agenda of the next Executive Committee meeting.

3. The competencies regarding the extension to new financial instruments of the verification of the use of the exemption for market-making activities on regulated markets or multilateral trading facilities, provided for in Article 17 of Regulation (EU) 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 Director General of Markets, when it concerns entities that already have prior authorization for other financial instruments in the referred markets.

Article 9. Delegation of powers 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 CNMV by virtue of the provisions of Regulation (EU) 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, who may exercise them interchangeably.

Article 10. Delegation of powers regulated in Articles 4, 7, 9, 11 and 21 of Regulation (EU) 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 CNMV by virtue of the provisions of Articles 4, 7, 9, and 11 of Regulation (EU) 600/2014 of the European Parliament and of the Council of 15 May 2014 on pre- and post-trade transparency exemptions.

b) The powers of authorization and notification corresponding to the CNMV by virtue of the provisions of paragraph 4 of Article 21 of Regulation (EU) 600/2014 of the European Parliament and of the Council of 15 May 2014 on post-trade transparency exemptions.

Article 11. Delegation of powers regarding the suspension of exemptions to pre-trade transparency due to exceeding the volume limitation mechanism threshold (Article 5 of Regulation (EU) 600/2014 of the European Parliament and of the Council of 15 May 2014).

The power to suspend the use of exemptions to the obligations of transparency of trading orders at reference prices in Article 4.1.a) or those introduced in systems that formalize trades negotiated in Article 4.1.b).i), in accordance with the provisions of paragraphs 2 and 3 of Article 5 of Regulation (EU) 600/2014 of the European Parliament and of the Council of 15 May 2014, is delegated to the President and the Vice President, who may exercise it interchangeably.

Article 12. Delegation of powers regarding position limits on commodity derivatives.

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

2. The powers regarding the limitation of positions and controls of 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.

Article 13. Delegation of powers regulated in Regulation (EU) 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 CNMV by virtue of the provisions of Regulation (EU) 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, who may exercise them interchangeably.

Article 14. Delegation of powers regarding the governing bodies of trading venues, the Stock Exchange Society, central securities depositories, central counterparties and their holding companies, as well as data supply service providers.

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

a) The authorization of modifications to the articles of association of the governing bodies of regulated securities markets, the Stock Exchange Society, central securities depositories, central counterparties and their holding companies, and of the regulations of trading venues and other market infrastructures, when the modifications derive from compliance with legal or regulatory standards, judicial or administrative resolutions, or any other modification that has little relevance, as well as the assessment of this circumstance.

b) Those attributed to the CNMV in the area of appointment of members of the board of directors and those holding management positions, provided that the administrative act was not denying or contrary to the request.

2. The following powers are delegated to the Executive Committee:

a) The authorization of the modification of the articles of association of the governing bodies of regulated securities markets, the Stock Exchange Society, central securities depositories, central counterparties and their holding companies, and of the regulations of multilateral trading facilities and organized trading systems in cases not provided for in the previous paragraph.

b) The initiation of proceedings to establish exceptions or limitations to the maximum prices of the services of central securities depositories, central counterparties, or regulated markets, in accordance with the provisions of Articles 100.2 and 106.2 of the Securities Market Law and Article 10.2 of Royal Decree 1464/2018 of 21 December, which develops the Securities Market Law and Royal Decree-Law 21/2017 of 29 December.

c) The authorization to provide the data supply service provider service.

Article 15. Delegation of powers regarding participation in the capital of companies managing regulated securities markets and central securities depositories.

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

a) To oppose the acquisition of significant participations in accordance with the provisions of Articles 48.1, 99, and Chapter IV of Title V of the Securities Market Law, and Royal Decree 361/2007 of 16 March, which develops Law 24/1988 of 28 July on the Securities Market, in the area of participation in the capital of companies managing regulated securities markets and companies administering systems for the registration, clearing, and settlement of securities, provided that it concerns participations equal to or greater than 1 percent but less than 5 percent of the share capital.

b) To oppose the acquisition of significant participations in accordance with the provisions of Articles 48.1, 99, and Chapter IV of Title V of the Securities Market Law, and Royal Decree 361/2007 of 16 March, provided that it concerns participations equal to or greater than 5 percent but less than 10 percent, when such acquisitions are carried...