Agreement of 22 December 2016 of the Council of the National Securities Market Commission on delegation of powers

OFFICIAL STATE GAZETTE No. 312 Tuesday 27 December 2016 Sec. III. Page 90938

III. OTHER REGULATIONS NATIONAL SECURITIES MARKET COMMISSION 12422 Agreement of 22 December 2016 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, 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 the delegation of powers, the Council of the National Securities Market Commission, in its session of 22 December 2016, 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 in the area of the General Directorate of Markets

Section 1. Delegation of powers in 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 to trading of securities on official secondary 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, public offers of 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 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 applicable legal regime, 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) The assessment of 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) The admission to trading on official secondary markets of 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 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 purposes of not requiring that the underlying shares be admitted to a regulated market in the admission to trading of convertible or exchangeable bonds and bonds with warrants.

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 languages 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 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 cited 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 they concern shares of a Company that is seeking 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 they concern shares for which admission to trading on the Stock Exchange is sought 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 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 of paragraph 2 of Article 6 of Royal Decree 1310/2005 of 4 November are present.

c) The power to accept the annual accounts of the issuer 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 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.

Second. 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 of the National Securities Market Commission, who may exercise them interchangeably, except when they concern 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 admission to trading of securities 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 of sale or subscription of securities to the extent applicable.

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

1. The following powers attributed by the Securities Market Law and its implementing regulations regarding 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 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.

Fourth. Delegation of powers regarding Securitization Funds and Bank 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 Bank Asset Funds and their implementing regulations.

Section 2. Delegation of powers regarding secondary markets

Fifth. 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 the trading of securities on Stock Exchanges, to lift such suspension, and to revoke the suspension agreed upon by the Governing Bodies, provided for in Article 80 of the Securities Market Law, and 12.2.c) of Royal Decree 726/1989 of 23 June on Governing Bodies and members of Stock Exchanges, the Stock Exchange Society, and Collective Guarantee.

b) The powers to suspend trading in markets in general, or in securities and financial instruments in particular, as well as the lifting of 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 the 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.

Sixth. 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 the provisions of Articles 56 of the Securities Market Law and 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.

Seventh. Delegation of powers regarding the communication of transactions.

The power provided for in Article 90 of the Securities Market Law to exempt from the obligation to communicate transactions is delegated to the President and Vice President of the National Securities Market Commission, who may exercise it interchangeably.

Eighth. 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 of the National Securities Market Commission, who may exercise it interchangeably.

Ninth. 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 Council in order to report 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 said 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 in order to report on the agreement adopted.

Tenth. 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 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.

Eleventh. Delegation of powers regulated in Articles 4 and 9 of Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments.

The powers of authorization and notification 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 on pre- and post-trade transparency exemptions are delegated to the President and the Vice President of the National Securities Market Commission, who may exercise them interchangeably.

Twelfth. Delegation of powers 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.

Thirteenth. Delegation of powers regarding the governing bodies of official secondary securities markets and multilateral trading facilities, central securities depositories, and central counterparties.

The power to authorize the modification of the regulations of market infrastructures and the general conditions of contracts traded on official secondary 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 assessment of this circumstance, is delegated to the President and Vice President, who may exercise it interchangeably.

Section 3. Delegation of powers regarding primary and secondary markets

Fourteenth. 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 and to resolve the exclusion proceedings referred to in Article 81 of the Securities Market Law.

b) Regarding the exclusion of trading, in accordance with Article 82 of the Securities Market Law, those related to the dispensation from making 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 of trading with waiver of the sale of their securities under the terms of a public offer.

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.

Section 4. Delegation of powers regarding financial and corporate reports

Fifteenth. 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 on the information of related-party transactions that must be supplied by issuers of securities admitted to trading on official secondary markets.

b) The power to forward audit reports to the Accounting and Auditing Institute in which non-compliance with legislation on account audits or the failure to comply with applicable technical standards is identified.

Sixteenth. Delegation of powers regarding the communication of significant shareholdings.

The powers, in the matter of significant shareholdings 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.

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

1. In accordance with the provisions of paragraph 2, letter n), 2nd, of Article 234 of the Securities Market Law, 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 the provisions of paragraph 2, letter n), 2nd, of Article 234 of the Securities Market Law, 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.

Eighteenth. Delegation of powers regarding the annual corporate governance report and...