STANDARD PARTICIPATION AGREEMENT IN THE SOCIEDAD DE GESTIÓN DE LOS SISTEMAS DE REGISTRO, COMPENSACIÓN Y LIQUIDACIÓN DE VALORES

Transcription

1 STANDARD PARTICIPATION AGREEMENT IN THE SOCIEDAD DE GESTIÓN DE LOS SISTEMAS DE REGISTRO, COMPENSACIÓN Y LIQUIDACIÓN DE VALORES Please, note that this text was translated for informational purposes only. Done in , on this day... of of participant entity , holding taxpayer identification number (CIF) , registered in the Companies Registry of Volume Book Folio Page and in the Register Bank of Spain Register / CNMV Register Number , with registered office in , for and on behalf thereof , holding ID document , authorised to enter into this contract by virtue of the power of attorney granted before notary public , on day number of the notary record thereof, as per the attached copy, WITNESSETH: 1. Whereas it belongs to one of the categories of entities mentioned in article 76 of Royal Decree 116/1992 of 14 February Whereas it complies with the conditions set out in the Chart of Technical and Functional Requirements for participation approved by Circular 4/2007 of 23 May 2007, of the securities registration, clearing and settlement service known as Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. Unipersonal (IBERCLEAR). 3. Whereas the attached Memorandum specifies the own and outside information technology resources, with a statement that they comply with the stipulated requirements for participating in IBERCLEAR. Toward which end, the undersigned

2 STATES: 1. That it undertakes to strictly abide by the IBERCLEAR Regulations, the IBERCLEAR Procedures Description Manual and all rules and standards approved by IBERCLEAR pursuant to the functions attributed thereto by Royal Decree 116/1992 of 14 February That it accepts the internal rules on penalties established by IBERCLEAR pursuant to the provisions of the aforesaid Royal Decree. 3. That it accepts liability for such damages and losses as may derive from errors in the transfer of information and breach of the regulations governing the system. 4. That it accepts the Specific Conditions of Participation attached hereto, and undertakes to give notice to IBERCLEAR of any and all changes to those conditions. In witness whereof, they sign this contract. For the Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. Unipersonal (IBERCLEAR) For the Participant Entity Signed:... Signed:...

3 GENERAL INFORMATION SPECIFIC CONDITIONS OF PARTICIPATION 1) Name (2) Abbreviated name (3) Companies Registry (4) Volume (5) Book (6) Folio (7) Page (8) Special registry (9) No. (10) C1 Entity (11) Local Office (12) Settlement (13) RRs (14) Account no. (15) Accountholder COMPUTER DATA 16) Resources Own Outside (17) Authorised entity (18) Packet name (19) NRI (20) Centre (21) Connection (22) Authorisation Yes No DEALINGS WITH IBERCLEAR 23) Name (24) Address (25) Postal Code (26) Province (27) Tel. (28) Fax (29) Name (30) Signature (31) Name (32) Signature Done in , on this day of of 20 For the Participant Entity, Signed:...

4 Instructions (1) Full corporate name. (2) Abbreviated corporate name. (3) Province in whose Companies Registry the entity is registered. (4) Companies Registry volume. (5) Companies Registry book. (6) Companies Registry folio. (7) Companies Registry page. (8) Registry of Banks and Bankers or Special Registry of Savings Banks (Cajas de Ahorro) of the Bank of Spain, or Official Registries of Financial Institutions of the Comisión Nacional del Mercado de Valores. (9) Entity number assigned in the said Registry. (10) IBERCLEAR code for the entity: Registration number in the Bank of Spain, registration number in the Comisión Nacional del Mercado de Valores added to 3500 in the case of market members who operate with a single Code or number assigned by the Governing Corporations of the Stock Exchanges if they operate with more than one Code. (11) Local office with which you wish to conduct the relations. (12) Estimated daily average of cash settlements in millions of pesetas. (13) Estimated number of Registry Reference book entries carried. (14) Number of the own or third-party treasury account in the Bank of Spain. (15) If applicable, the corporate name of the holder of the treasury account in the Bank of Spain. (16) Own or outside resources, depending on whether entity does its own bookentries recordkeeping or authorises another entity to do so. (17) Entity authorised to do the book-entries recordkeeping. (18) Name of the IBERCLEAR certified Packet for file transfers. (19) NRI number of the data terminal. (20) Code of the file transfer centre. (21) Connection channel (Iberpac or Governing Corporation (Sociedad Rectora) through which the entity connects). (22) Authorisation for the Governing Corporation (Sociedad Rectora) to store and transmit your information, if the connection is done through this channel (yes or no). (23) Full name of the individual person who represents the entity vis-à-vis IBERCLEAR, and who IBERCLEAR will address correspondence to or contact by telephone. (24) Name of the street to which you want IBERCLEAR to send correspondence. (25) Postal code for the address. (26) Province of the address. (27) Contact telephone number. (28) Fax number to which you want IBERCLEAR to send general information. (29) Full name of an individual authorised to sign for the entity in dealings with IBERCLEAR.

5 (30) Signature of the person authorised to sign in dealings with IBERCLEAR. (31) Full name of another individual authorised to sign for the entity in dealings with IBERCLEAR. (32) Signature of the person authorised to sign in dealings with IBERCLEAR.

6 Document accepting use of TARGET2-Bank of Spain payments account as cash settlement account Done in , on... of of account holder , holding taxpayer identification number (CIF) , with registered office in , in its capacity as holder of the TARGET2-Bank of Spain payments account identified by BIC , has agreed that there be posted to this account the debits/credits resulting from the cash settlements made by the securities registration, clearing and settlement service known as Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. Unipersonal (IBERCLEAR), in connection with trading on Spanish Securities Exchange/Latin American Securities Exchange in the name and on behalf of , holding ID document no , authorised for the purposes hereof under a power of attorney granted in the presence of notary public , on day number of the notary record thereof, as per the copy attached hereto, hereby declares that: 1. It consents to there being posted to the said TARGET2-Bank of Spain payments account the results of the cash settlements made by IBERCLEAR, in respect of the authorised entity , with Entity Code in IBERCLEAR. 2. It agrees to be informed of the cash movements in its account corresponding to the authorised entities, through the latter or in accordance with the cash account monitoring procedure established for all participants in the Book Entry System and documented in the Procedures Description Manual for the Book-Entry Clearing and Settlement System. 3. It will notify IBERCLEAR, immediately and within the hours stipulated, of any insufficiency of funds of the authorised entity for making the cash settlements of that entity, in order for IBERCLEAR to proceed either to

7 cancel the relevant debit order on the TARGET2-Bank of Spain payments account or, as applicable, to restore the amount of the debit, issuing the appropriate extraordinary order for transfer to the TARGET2-Bank of Spain payments account of the account holder. For the TARGET2 Payments Account Holder, Signed:... For the Authorised Entity, Signed:...

8 Document accepting recordkeeping of the register of book entries Done in , on this day... of of authorised entity , holding taxpayer identification number (CIF) , registered in the Companies Registry of volume book folio page and in the Register Bank of Spain Register / CNMV Register Number , with registered office in , for and on behalf thereof , holding ID document , authorised for the purposes hereof under a power of attorney granted in the presence of notary public , on day , number of the notary record thereof, as per the copy attached hereto, hereby declares that: 1. It has been designated by principal entity to carry on the recordkeeping of the register of book entries relating to the Entity Code in the securities registration, clearing and settlement service known as Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. Unipersonal (IBERCLEAR). 2. It accepts the said designation in accordance with the provisions of article 16 of the IBERCLEAR Regulation. 3. It undertakes to conduct, in relation to the recordkeeping of the bookentries register for the Entity Code in IBERCLEAR of the principal entity..., , the technical testing needed to verify the degree of compliance with the relevant technical and functional requirements according to Circular 4/1992 of 15 July 1992 of the SCLV, now known as IBERCLEAR.

9 4. That it undertakes to strictly abide by the IBERCLEAR Regulations, the IBERCLEAR Procedures Description Manual and all rules and standards approved by IBERCLEAR pursuant to the functions attributed thereto by Royal Decree 116/1992 of 14 February 1992, to the extent the same apply to it in its capacity as authorised entity. For the Authorised Entity, Signed:... For the Principal Entity,

10 BANK OF SPAIN Payment Systems Department Credit Institutions Payments Services Alcalá, MADRID BANK OF SPAIN AUTHORISATION [ ], [ ] of [ ] of [ ] Dear Sirs, the entity [ ], with registered office at [ ], holding taxpayer identification number (CIF), entered in the Trade and Companies Register of [ ], under volume [ ], book [ ], sheet [ ], entry number [ ], and duly represented for the purposes hereof by Mr. [ ], holding tax ID no. [ ], by virtue of [ ]. hereby authorises the Bank of Spain to debit or credit to/from its TARGET2-Bank of Spain payments account identified by BIC [ ], IBAN [ ] [or the subaccount(s) identified by IBAN [ ] ], the balances resulting from the payment instructions issued by the securities registration, clearing and settlement service known as SOCIEDAD DE GESTIÓN DE LOS SISTEMAS DE REGISTRO, COMPENSACIÓN Y LIQUIDACIÓN DE VALORES, S.A. (IBERCLEAR) in connection with the cash settlement of its net or bilateral positions resulting from securities and cash settlement and exchange procedures carried out through the clearing and settlement system for transactions in securities quoted on the Book-Entry Public Debt Market, the clearing and settlement system of the AIAF Fixed Income Market, or the securities clearing and settlement service managed by the aforesaid company. Likewise, [ ] authorises the Bank of Spain to perform whatever cash transfers between the aforesaid TARGET2 payments account and subaccount(s) may be necessary, for the sole purpose of managing the cash balances that are processed using dedicated cash settlement procedure 6. Sincerely, [ ] Pp Mr. [ ]