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Annual Accounts

265

Annual Report 2014 BME

PricewaterhouseCoopers Auditores, S.L., Torre PwC, Pº de la Castellana 259 B, 28046 Madrid, España

Tel.: +34 915 684 400 / +34 902 021 111, Fax: +34 913 083 566,

www.pwc.com/es

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R. M. Madrid, hoja 87.250-1, folio 75, tomo 9.267, libro8.054, sección 3ª

Inscrita enel R.O.A.C. con el número S0242 -CIF: B-79 031290

This version of our report is a free translation of the original, which was prepared in

Spanish. All possible care has been taken to ensure that the translation is an accurate

representation of the original. However, in all matters of interpretation of

information, views or opinions, the original language version of our report takes

precedence over this translation.

AUDITOR´S REPORT ON THE “INTERNATIONAL CONTROL SYSTEM ON FINANCIAL

REPORTING (ICSFR)” OF BOLSAS Y MERCADOS ESPAÑOLES GROUP FOR 2014

To the Board of Directors:

In accordance with the request from the Board of Directors of Bolsas y Mercados Españoles, Sociedad

Holding de Mercados y Sistemas Financieros, S.A. and subsidiaries (“the Group”) and our letter of

proposal dated May 15, 2014, we have applied certain procedures on “International Control System on

Financial Reporting” (“ICSFR”) attached, including in sector F. International Control and Risk

Management System in relation to the financial information reporting processes (ICSFR) of the

Annual Governance Report for Group listed companies for 2014, which includes a summary of the

Group´s internal control procedures relating to the annual financial report.

The Boards of Directors is responsible for taking measures that are necessary to reasonably assure the

implementation, maintenance and supervision of an appropriate internal control system and for

developing improvements to said system and preparing and establishing the content of the

accompanying Information relating to the ICSFR.

In this connection it must be borne in mind that, irrespective of the design quality and efficiency of

internal financial reporting control system used by the Group, it can only allow a reasonable – not

absolute – degree of assurance in relation to the objectives it seeks to achieve due to the limitations

inherent to any internal control system.

In the course of our auditor work on the consolidated annual accounts in accordance with the

Technical Auditing Standards, the sole purpose of our evaluation of the Group´s internal control

system is to enable us to establish the scope, nature and timing of the audit procedures on the Group´s

annual accounts. Accordingly, our internal control evaluation performed for the purposes of our audit

is not sufficient in scope to enable us to issue a specific opinion on the efficiency of the internal

financial reporting control system.

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For the purposes of the present Report, we have only applied the specific procedures described below

and indicated in the Guidelines concerning the auditor's report referring to the information concerning

the Internal Control System on Financial Reporting for listed entities published by the National

Securities Market Commission on its web site, which lays down the work to be performed, the scope of

the work and the content of this Report. In view of the fact that, in any event, the scope of the work

resulting from these procedures is reduced and substantially less than the scope of an audit or an

internal control system review, we do not express an opinion on the effectiveness thereof, its design or

operational efficiency, in relation to the Group's annual financial reporting for 2014 described in the

accompanying ICSFR information ("the Information"). Therefore, had we applied additional

procedures to those determined by said Guidelines or had we performed an audit or internal control

system review in relation to the regulated financial information, other matters could have come to light

of which you would have been informed.

Additionally, as this special work is not an audit of the accounts and is not subject to the revised Audit

Act introduced under Royal Decree-Law 1/2011, we do not express an audit opinion in the terms of

those regulations.

The procedures applied are as follows:

1.

Reading and understanding the information prepared by the Group in relation to the ICSFR –

breakdown included in the Directors' Report – and evaluation of whether said information

covers all the data required as per the minimum content described in Section F of the

description of the ICSFR, in the model of the Annual Corporate Governance Report in Circular

nº 5/2013 of the CNMV dated 12 June 2013.

2.

Making enquiries with personnel in charge of preparing the information mentioned in point 1

above in order to: (i) obtain an understanding of the preparation process; (ii) obtain

information that enables us to assess whether the terminology used is in line with the

framework of reference; (iii) obtain information as to whether the control procedures

described are implemented and functioning in the Group.

3.

Review of supporting documentation explaining the information described in point 1 above

and which mainly comprises the information made directly available to the persons

responsible for preparing the information on the ICSFR. In this respect, said documentation

includes reports prepared by the Internal Audit function, Senior Management and other

internal and external specialists in their support duties towards the Audit and Control

Committee.

4.

Comparison of the information described in point 1 above with the Group's knowledge of the

ICSFR obtained from the application of the procedures performed within the framework of the

audit work on the consolidated annual accounts.

5.

Reading of the minutes of meetings of the Board of Directors, Audit Committee and other

Committees of the Group for the purpose of evaluating consistency between the matters dealt

with therein in relation to the ICSFR and the Information described in point 1 above.

6.

Obtention of the letter of representation concerning the work performed, duly signed by the

persons responsible for the preparation and drafting of the information mentioned in point 1

above.

As a result of the procedures applied to the Information concerning the ICSFR, no inconsistencies or

incidents have come to light which could affect it.

This report has been prepared exclusively under the requirements of the Company´s Act approved by

the Royal Legislative Decree 1/2010 of July 2, amended by Law 31/2014, of December 3, to improve

governance, and Circular nº5/2013 of CNMV dated 12 June 2013 for the purposes of description of the

ICSFR in the Annual Corporate Governance Reports.

PricewaterhouseCoopers Auditores, S.L.

Original in Spanish signed by

José María Sanz Olmeda

February 26, 2015