Agreement of 27 October 2021 of the Council of the National Securities Market Commission on Delegation of Competences

III. OTHER PROVISIONS
NATIONAL SECURITIES MARKET COMMISSION
18701 Agreement of 27 October 2021, 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, 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 27 October 2021, has agreed to the following delegations of competences in favor of the President, the Vice President, the Executive Committee, and the General Directors:

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

CHAPTER 1
Delegation of competences in matters of primary markets

Article 1. Delegation of competences in matters of 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, in matters of 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, who may exercise them interchangeably. In the exercise of 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, 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-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 appreciation that will be made in the short term of the distribution in the Stock Exchange of shares of a company to the effects of the non-application of 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 appreciation, 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 to them 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 prospectus into 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 in relation to 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 the cited 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 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 no informative prospectus, financial statements, and accrediting documentation had 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 in the register 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 annual accounts of the issuer that cover a period shorter than those 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 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 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 to retail investors is delegated to the General Director of Markets when: i) prior to such verification, a public offer prospectus has been approved; 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 on a regulated market 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 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 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 for sale or subscription of shares prior to their first admission to the Stock Exchange. To this end, and insofar as 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 matters 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 for sale or subscription of securities insofar as 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 provisions issued in its development, in matters 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 of 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.

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 what is provided in Law 5/2015, of 27 April, on the promotion of business financing, and development provisions.

b) The powers attributed to the [CNMV] in Law 9/2012, of 14 November, on the restructuring and resolution of credit entities, in relation to Banking Asset Funds and development provisions.

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

CHAPTER 2
Delegation of competences in matters of secondary markets

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

The powers of suspension of trading of securities or other financial instruments traded on the Stock Exchanges or in any other trading venues, the lifting of such suspension, as well as the revocation of the suspension agreed 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 legislation in matters of securities markets, are delegated to the President and the Vice President, 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 what is provided in 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 competences on 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 competences in matters of short selling.

1. The powers corresponding to the CNMV as the competent authority in relation to 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 swap transactions, 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 General Director of Markets. In all cases, the President will inform the Council of the powers exercised as soon as possible. In the case of exemptions authorized in accordance with said regulation, the Council will be informed at the first ordinary session held by the Council after the exercise of the delegated power.

2. The powers in relation to 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 swap transactions, 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 will inform the members of the Council of this fact and include an item regarding this in the Agenda of the next Executive Committee.

3. The competences related to 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 systems, 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 swap transactions, and its corresponding regulations, are delegated to the General Director of Markets, when it concerns entities that already have prior authorization for other financial instruments in the referred markets.

Article 9. Delegation of competences regulated in Regulation (EU) number 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 what is provided in 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 competences 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 what is provided in 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 what is provided in 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 competences in matters of 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 transactions negotiated in Article 4.1.b).i), in accordance with what is provided in 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 competences in matters of limits on positions in 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 on 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 competences 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) number 236/2012.

The powers corresponding to the CNMV by virtue of what is provided 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) number 236/2012, are delegated to the President and the Vice President, who may exercise them interchangeably.

Article 14. Delegation of competences in relation to 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, central securities depositories, and central counterparties, when the modifications derive from compliance with legal or regulatory norms, judicial or administrative resolutions, or any other modification of little relevance, as well as the appreciation of this circumstance.

b) Those attributed to the CNMV in matters 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 systems and organized trading systems in the 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 what is provided in Articles 100.2 and 106.2 of the Securities Market Law and in 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 service of data supply service provider.

Article 15. Delegation of competences in matters of 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 what is provided in Articles 48.1, 99 and in Chapter IV of Title V of the Securities Market Law, and in Royal Decree 361/2007, of 16 March, which develops Law 24/1988, of 28 July, on the Securities Market, in matters of participation in the capital of companies managing regulated securities markets and companies administering systems for the registration, clearing, and settlement of securities, always 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 what is provided in Articles 48.1, 99 and in Chapter IV of Title V of the Securities Market Law, and in Royal Decree 361/2007, of 16 March, always provided that it concerns