Securities that are not admitted to trading on a regulated market in a
Member State, where appropriatewithan indicationof thedifferent classes
of shares and, for each class, the rights and obligations attaching to it.
BME has not issued any securities for trading in regulated markets other than on Spanish Stock Exchanges.
Any restrictions on the transfer of securities and any restrictions on voting rights.
Restrictions on the transfer of securities.
As noted in section A.10 of the Annual Corporate Governance Report, there are no legal or statutory restrictions on the
acquisition or transfer of holdings in BME’s share capital.
Notwithstanding the above, the Spanish Securities Market Act grants CNMV the power to oppose the acquisition of
significant stakes in the capital of BME pursuant to Royal Decree 361/2007 of 16 March, which amended Securities
Market Act 24/1988 of 28 July, in matters related to the share capital of companies which manage secondary markets
or securities registration, clearing and settlement systems.
In accordance with the mentioned regulations, the CNMV should be informed, prior to the event, of any acquisition
of BME shares with which they could reach, directly or indirectly any of the following percentages of its capital or
voting rights: 1, 5, 10, 15, 20, 25, 33, 40 or 50 percent, or a lesser percentage that nonetheless supports the exercise of
a significant influence over the Company. The ability to appoint or remove at least one Director is in all circumstances
characterised as ‘significant influence’.
The CNMV will have a time limit of sixty working days from the date of its acknowledgement of receipt of the notice
to object to the intended acquisition, subject to the interruptions in the effluxion of the time limit allowed under
article 69, section 6, of the Securities Market Act. If, during this time, the CNMV issues no statement, no objection will
be deemed to exist.
This period is reduced for acquisitions of a significant stake equal to or higher than 1% but lower than 5%, or equal
to or greater than 5% but less than 10%, of the Company’s capital. If the CNMV does not issue a statement within
ten working days or thirty working days, respectively, after the date the information is relayed or from the date any
additional information required by the entity is delivered, the acquisition will be understood that no objection will be
deemed to exist.
Furthermore, the Ministry of Economy and Competitiveness, may, following the proposal of the CNMV, oppose the
acquisition of a significant stake in BME’s capital if it deems this to be necessary to ensure the smooth operation of
the markets and to avoid distortions, or if Spanish companies are not provided equivalent treatment in the acquirer’s
country of origin, or that of the entity which directly or indirectly controls the acquirer.
Restrictions on voting rights.
The Articles of Association of BME lay down no restrictions on the voting rights held by the shareholders.
Article 69.8 of the Securities’ Market Act restricts the exercise of this right in the event of the irregular acquisition of
significant holdings, i.e. shares acquired without the express authorisation of the CNMV, in accordance with the terms
set out in the previous section of this Report.
Rules governing the amendment to the company’s articles of association.
The Company’s Articles of Association and the Regulations of the Shareholders’ Meeting set no special rules for
amendments to the Articles of Association.
The procedure for amending the Company’s Articles of Association is governed by sections 285 et seq of the Compa-
nies´ Act, according to which changes in the Company’s Articles of Association must be agreed by the Shareholders’
Meeting and the following requirements must be met:
a) The Directors or, as appropriate, the shareholders submitting the proposal, shall draft the wording of the proposed
amendment in full and shall also draft a written report justifying the proposal.
b) The notice convening the General Meeting shall contain explicit reference, with the necessary clarity, to the points
to be amended and to shareholders’ right to examine the full wording at the registered office and, in joint stock
companies, to the respective report, and to request cost-free copies of such documents, whether received in hand
or forwarded to their address.
c) The resolution must be approved at the Shareholders’Meeting in accordance with the rules on quorum and major-
ities laid down in Articles 194 and 201 of the Companies´ Act. Thus, in accordance with the terms of these articles,
for Shareholders’Meetings to be able to validly decide tomake any change to the Company’s Articles of Association,
the quorum of shareholders represented in person or by proxy at first call must be at least 50% of the subscribed
voting capital. At second call, shareholders representing 25% of the share capital shall suffice. In this case, if share-
holders present account for less than 50% of voting capital, changes to the Articles of Association may only be
validly carried by a vote of two-thirds of the capital represented at the meeting in person or by proxy.
As well as being subject to the normal rules governing Spanish public limited companies (“sociedades anónimas”), as
a holding company for companies that manage the securities registration, settlement and clearing systems for secu-
rities and secondary markets in Spain, BME is subject to Additional Provision Seventeen of the Securities Market Act,
which states that changes in its Articles of Association must be authorised by the CNMV.
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Appendix to the Annual Corporate Governance Report
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