STOCK FUTURES PHYSICAL DELIVERY SETTLEMENT

Transcription

1 STOCK FUTURES PHYSICAL DELIVERY SETTLEMENT GENERAL CONDITIONS 1. Introduction. Members. 2. The Underlying Security. 3. Technical Specifications. 4. Market Hours. 5. Contract Settlement. 6. Delivery Price. 7. Margin Calculation and Method of Pledging. 8. Daily Settlement of Profits and Losses (Variation Margin). 9. Adjustments to the Contracts 10. Position Limits. 11. Changes in the Listing Status of the Underlying Security. Mod. G.C. Physical Delivery Stock Fut. 8 June /25

2 1. Introduction. Members These General Conditions describe the characteristics of the Physical Delivery Futures Contract on Stocks Listed on the Spanish Stock Exchange Interconnection System, run by Sociedad de Bolsas as required by the Regulations of the Market for Equity Related Financial Derivatives in their article 3.1. These General Conditions modify the prior version with the aim of (i) updating section number 2 related to the underlying asset in order to include all the companies that are constituents of the IBEX 35, IBEX MEDIUM CAP or IBEX SMALL CAP index in their composition at the date of this document, (ii) modifying the item Futures Price Quotation in section 3 to mention that the minimun price fluctuation will be set according to the quotation of the underlying asset or the Market practice, instead of being established in euros with two decimal places and (iii) modifying the number of decimals of the New Registered Price of the contracts in case of adjustment, replacing, as far as possible, the aditional settlement usually practiced to offset the rounding, for the registration of the aforementioned Price with more decimals. The effective date of these General Conditions will be timely published. Until that date, the current General Conditions will be in force. These General Conditions form part of the regulations of the Market and develop those provisions where the Regulations refer to the General Conditions of each Contract. The terms used have the same sense as defined in article 2.1 of the Regulations. As a consequence of the trading of the Futures Contract described in these General Conditions, the trading parties (MEFF, the Members and the Clients) acquire the rights and obligations set out in articles 5, 6, 7 and 8 of the Market Regulations. The Members with access to trading and settlement shall be all those which are Market Members, with the rights and obligations as determined by the class of Member to which they belong. To open positions in these Contracts, the members must have previously appointed the Members of the Stock Exchanges which are to act in the sale or purchase of shares in the event of Contract settlement at expiration and the Member Entities of the Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.U., (henceforth IBERCLEAR ) which are to settle said sales or purchases. The appointed entities for both functions must have signed a contract of the type included with the present General Conditions (Appendices 1 and 2), which specifically include a declaration of knowledge of the regulations applicable to the market regulated by MEFF RV and of the obligation to act, in matters directly related to said market, in accordance with the abovementioned regulations. The limits of the Members' and Clients' open positions, if any, shall be determined by Circular under the terms set out by the Regulations and these General Conditions. Mod. G.C. Physical Delivery Stock Fut. 8 June /25

3 2. The Underlying Security The Underlying Security of the Futures Contracts on Stocks shall always be shares already issued, fully subscribed and which trade on the Stock Exchange Interconnection System; all the Futures Contracts whose Underlying Security is shares of the same limited company form a Contract Class. The stocks which constitute the Underlying Securities of the different Contract Classes are listed below in this section.the first day of trading or admission to registration will be published by Circular. All the Classes of Futures Contracts on Stocks shall have the same characteristics, defined by the present General Conditions and, where the General Conditions thus specifically indicate, by the Circulars that MEFF RV may dictate to this end. Classes are only different in terms of their Underlying Security, which shall be different for each Contract Class, given that each one of them is for shares of a different company, except for any adjustment according to section 9 of these General Conditions. The shares of the companies listed below together with their Contract Classes shall constitute the Underlying Securities: Contrat Class Name of company ABENGOA Abengoa, S.A. ABERTIS Abertis Infraestructuras, S.A. ACCIONA Acciona, S.A. ACERINOX Acerinox, S.A. ACS Actividades de Construcción y Servicios S.A ALBA Corporación Financiera Alba, S.A. ALMIRALL Laboratorios Almirall, S.A. AMPER Amper, S.A. ANTENA 3TV Antena 3 de Televisión, S.A. ARCELORMITTAL Arcelormittal, S.A AVANZIT Avanzit, S.A. BARÓN DE LEY Bodegas Barón de Ley, S.A. B. PASTOR Banco Pastor, S.A. B. POPULAR Banco Popular Español, S.A. B. SABADELL Banco de Sabadell, S.A. B. VALENCIA Banco de Valencia, S.A. BANESTO Banco Español de Crédito, S.A. BANKINTER Bankinter, S.A. BAVIERA Clínica Baviera, S.A. BBVA Banco Bilbao Vizcaya Argentaria, S.A. BME Bolsas y Mercados Españoles, Soc. Holding de Mdos y Sist. Financieros, S.A. CAF Construcciones y Auxiliar de Ferrocarriles, S.A. CAMPOFRIO Campofrío, S.A. CATALANA Grupo Catalana Occidente, S.A. CIE AUTOMOTIVE Automotive, S.A. CINTRA Cintra Conc. de Infraestructuras de Transporte, S.A. CODERE Codere, S.A. CORPORACIÓN DERMOESTÉTICA Corporación Dermoestética, S.A. CRITERIA Criteria CaixaCorp, S.A. CUÉTARA SOS Cuétara, S.A. Mod. G.C. Physical Delivery Stock Fut. 8 June /25

4 Contrat Class Name of company DURO FELGUERA EBRO PULEVA ENAGAS ENCE ENDESA ERCROS FAES FCC FERROVIAL FERSA FLUIDRA GAM GAMESA GAS NATURAL GRIFOLS IBERDROLA IBERIA INDITEX INDRA JAZZTEL LA SEDA MAPFRE MELIÁ MIGUEL Y COSTAS NATRA NATRACEUTICAL NH HOTELES OBRASCON EUROPAC PESCANOVA POINT SOLUTIONS PORTLAND PRIM PRISA PROSEGUR REALIA RED ELÉCTRICA RENOVABLES RENTA 4 RENTA CORPORACIÓN REPSOL ROVI SACYR VALL. SCH SOLARIA TÉCNICAS REUNIDAS TECNOCOM TELECINCO TELEFÓNICA TUBACEX TUBOS REUNIDOS UNIÓN FENOSA VIDRALA VISCOFÁN VOCENTO ZARDOYA OTIS ZELTIA Duro Felguera, S.A. Ebro Puleva, S.A. Enagás, S.A. Grupo Empresarial Ence, S.A. Endesa, S.A. Ercros, S.A. Faes Farma, S.A. Fomento de Construcciones y Contratas, S.A. Grupo Ferrovial, S.A. Fersa Energías Renovables, S.A. Fluidra Services, S.A.U. General de Alquiler de Maquinaria, S.A. Gamesa Corporación Tecnológica, S.A. Gas Natural, SDG, S.A. Grifols, S.A. Iberdrola, S.A. Iberia Líneas Aéreas de España, S.A. Industria de Diseño Textil, S.A. Indra Sistemas, S.A. Jazz Telecom, S.A La Seda de Barcelona, S.A. Corporación MAPFRE, S.A. Sol Meliá, S.A. Miquel y Costas & Miquel, S.A. Natra S.A. Natraceutical, S.A. NH Hoteles, S.A. Obrascón Huarte Lain, S.A. Papeles y Cartones de Europa, S.A. Pescanova, S.A. Services Point Solutions, S.A. Cementos Portland Valderribas,S.A. Prim, S.A. Promotora de Informaciones, S.A. Prosegur, S.A. Realia Business, S.A Red Eléctrica Española, S.A. Iberdrola Renovables S.A Renta 4 Servicios de Inversión, S.A Renta Corporación Real State, S.A. Repsol YPF, S.A. Laboratorios Farmacéuticos ROVI, SA Sacyr Vallehermoso, S.A. Banco Santander Central Hispano, S.A. Solaria Energía y Medio Ambiente, S.A. Técnicas Reunidas, S.A. Tecnocom Telecomunicaciones y Energía, S.A. Gestevisión Telecinco, S.A. Telefónica, S.A. Tubacex, S.A. Tubos Reunidos, S.A. Unión Eléctrica Fenosa, S.A. Vidrala, S.A. Viscofán, S.A. Vocento,.S.A Zardoya Otis, S.A. Zeltia, S.A. Mod. G.C. Physical Delivery Stock Fut. 8 June /25

5 3. Technical Specifications of each Contract Class Underlying Security: Contract Size: Expirations: Shares of one of the companies indicated in the previous section. 100 shares (except after adjustments pursuant to section 9 of these General Conditions). At least the four expiration months in the March-June- September-December cycle shall be traded at all times. Other expiration months not included in said cycle may also be introduced for trading. Date of Expiration: Settlement at Expiration: Reference Price: Contract Settlement Date: Last trading day: Futures Price Quotation: Maximum Premium Fluctuation: Daily Settlement of Profits and Losses (Variation Margin): Third Friday of the expiration month. Delivery of shares; The Closing Price of the stock on the Date of Expiration. On the Date of Expiration, the stock cash trade takes place, which is settled on regular terms. The Expiration Date. In EURO per share with a minimum fluctuation set according to the quotation of the underlying asset and/or the Market practice, that will be established by Circular. The minumun fluctuation shall be different in pre-arranged trades between Members None, although it may be established by Circular. Mark-to-Market settlement daily, in cash, for the difference with respect to the prior day's Daily Settlement Price. Commission Settlement: First Business Day following the date of the Transaction. Margins: Variable (see Margin calculation section). Margins shall be supplied before the start of the session of the Business Day following the date of the calculation. Daily Settlement Prices: They will be the best estimate of the fair market price. The criteria will be established by Circular. On the expiration date, it will be the Reference Price. Mod. G.C. Physical Delivery Stock Fut. 8 June /25

6 4. Market Hours The trading hours shall be determined by MEFF through the corresponding Circular. As established in the Market Regulations, the trading hours shall always be in the period between 8:00 and 22: Contract Settlement 5.1. Settlement by Delivery The Contracts shall be settled at expiration through delivery of the underlying shares for each Class of Contract. The shares to be delivered shall only be those admitted to list with full rights and fungible with the principal share series of the stock. The delivery of shares shall take place at only one price for each Class of Contract: the Reference Price, as defined in Section 6 of these General Conditions. The combination of the Daily Settlement of Profits and Losses (Variation Margin, as described in section 8 of these General Conditions) with the delivery at the Reference Price will result in a purchase or sale at precisely the Futures Price traded on the original Transaction (with the applicable adjustments, if needed, pursuant to section 9 of these General Conditions) Cash Stockmarket Transactions At expiration, the necessary stock transactions will be done. MEFF will determine the buyers and sellers of the generated stock trades Once the cash stockmarket transaction between Members of a Stock Exchange designated to intervene therein has been closed, said transaction shall become a cash stockmarket transaction with all the consequences, according to the relevant rules and procedures. Mod. G.C. Physical Delivery Stock Fut. 8 June /25

7 5.3. Notification by MEFF to Sociedad de Bolsas MEFF shall notify Sociedad de Bolsas, in its capacity as the company running the Stock Exchange Interconnection System, the trades in the Underlying Security which, as a consequence of the Expiration of Futures, must take place. The technical details about how the trades shall be entered in the Stock Exchange Interconnection System, and the timetables, shall be established by the Sociedad de Bolsas. 6. Delivery Price In Settlement at Expiration of the Contracts, MEFF shall give instructions to the Members on the share trades to be effected. Said trades shall be effected at the Reference Price. The Reference Price shall be the Closing Price of the corresponding stock at the session of the Stock Exchange Interconnection System on the Expiration Date, as published by the Sociedad de Bolsas. 7. Margin Calculation and Method of Posting Margin calculation shall be carried out by means of portfolio analysis, taking into account all the Contracts of the same portfolio in order to arrive at the net positive or negative value of the portfolio in the simulated worst-case scenario. The valuation model to be used shall be specified by means of Circular, as shall be the model adjustments, the simulated scenarios and the value of the parameters necessary for the full calculation. The following may be pledge as Margin: a) The underlying shares, under the conditions established by Circular. b) cash or other assets which MEFF specifies by Circular or which are permitted for other Contracts traded on the Market. In accordance with article b) of the Regulations, any organisation which is a Member Entity of IBERCLEAR, even if it is not a Book-Entry Government Debt Registered Dealer, may become a Custodian Clearing Member for Margins which are posted in the form of shares, provided it meets the rest of the requisites of article of the Regulations. Mod. G.C. Physical Delivery Stock Fut. 8 June /25

8 8. Daily Settlement of Profits and Losses (Variation Margin) Every day, prior to the calculation of Margins, the calculation of the Daily Settlement of Profits and Losses corresponding to the Futures position for each expiration shall be carried out. The method to determine the Daily Settlement Price will be established in a Circular. On Expiration Date, it will coincide with the Reference Price. For that reason, in case of settlement at expiration by delivery, despite the stock trade being made at the Reference Price, the effective price for each participant is the combination of the said delivery price plus/minus the net result of the accumulated Daily Settlements effected, including the Daily Settlement for the Expiration Date. The Daily Settlement shall correspond to the net sum of the following operations on each account: a) Long Futures positions: if the preceding Daily Settlement Price is lower than the new Daily Settlement Price, the sum corresponding to the difference shall be credited; if the preceding Daily Settlement Price is higher than the new Daily Settlement Price, the sum corresponding to the difference shall be charged. b) Short Futures positions: if the preceding Daily Settlement Price is lower than the new Daily Settlement Price, the sum corresponding to the difference shall be charged; if the preceding Daily Settlement Price is higher than the new Daily Settlement Price, the sum corresponding to the difference shall be credited. c) Futures bought and sold on the day of the calculation: the same operations as in a) and b) shall be carried out using the traded Futures Price instead of the preceding Daily Settlement Price. In case adjustments to the Registered Price of the Contracts must be effected (pursuant to section 9 of these General Conditions), the preceding Daily Settlement Price for the session after the adjustment will be the new Registered Price of the Contracts. 9. Adjustments to the Contracts (Corporate Actions) When, during the life of the Contracts, certain corporate actions are declared, the Registered Price of the Futures Contracts (for the purpose of the subsequent Daily Settlement of Profits and Losses), the number of Contracts of a position or the size of the Contract, or a combination of these factors, shall be adjusted in order to maintain the economic value of the Contracts as close as possible to the value before the corporate actions are effected. Likewise, due to mergers, take-over bids or any process of stock exchange delisting, other specifications of the Contract, will be adjusted in the way described in these General Conditions.. Adjustments shall be effective as from the day on which the corporate action-giving rise to the adjustment takes effect ( the adjustment date ), therefore they will be made after the close and Daily Settlement of Profits and Losses of the session immediately prior to the adjustment date. Mod. G.C. Physical Delivery Stock Fut. 8 June /25

9 The Registered Price of the Contracts will be that resulting after the adjustments and will be applied to all positions in the relevant Class of Contract, therefore the positions will become registered at said Price once the Daily Settlement of Profits and Losses corresponding to the session prior to the adjustment date has been done. In the following subsections there is a description of the adjustments for the following events: - share capital increases (shares issues) and share repurchase programs - share capital or reserves reductions through cash payment to shareholders - split of shares - consolidation of shares - extraordinary dividends - mergers - take-over bids - others not explicitly mentioned that MEFF might submit to the Commission for Supervision and Surveillance Capital increase by bonus share issue with same dividend rights Adjustments: a) To the Registered Price of the Contracts: RPC = (DSP + D) x shares before / shares after - D Where RPC: New Registered Price of the Contracts DSP: Daily Settlement Price of the session prior to the adjustment date D: Dividend component, if any, in the calculation of the DSP b) To the size of the Contract: NSAA = NSBA x shares after / shares before Where NSAA: Number of shares of a Contract after the adjustment NSBA: Number of shares of a Contract before the adjustment Mod. G.C. Physical Delivery Stock Fut. 8 June /25

10 9.2. Fully paid scrip issue with different dividend terms, or partially paid scrip issue, or capital increase issued at a premium, in which there is subscription right or Share Repurchase Program that creates a right with positive value for the shareholders. Adjustments: a) To the Registered Price of the Contracts: RPC = (DSP+D) x [1-(TVR/CP)]-D Where RPC: New Registered Price of the Contracts DSP: Daily Settlement Price of the session prior to the adjustment date TVR: Theoretical Value of the (Subscription) Rights CP: Closing Price of Underlying Asset the day prior to the adjustment D: Dividend component, if any, in the calculation of the DSP b) To the Contract size: NSAA = NSBA / [1 (TVR / CP)] Where NSAA: NSBA: TVR: CP: Number of shares of a Contract after the adjustment Number of shares of a Contract before the adjustment Theoretical Value of the Subscription Rights Closing Price of Underlying Asset the day prior to the adjustment Mod. G.C. Physical Delivery Stock Fut. 8 June /25

11 9.3. Reduction of capital or reserves by cash payment to shareholders Adjustment for this reason will take place only when the event cannot be considered as another way to pay an ordinary dividend. In case of adjustment, the Registered Price of the Contracts and the Contract size will be adjusted as follows: Adjustments: a) To the Registered Price of the Contracts: RPC = (DSP +D) x [1 - (AP / CP)] - D Where RPC: New Registered Price of the Contracts DSP: Daily Settlement Price of the session prior to the adjustment date AP: Gross amount to be paid per share CP: Closing price of the Underlying Asset the day prior to the adjustment date D: Dividend component if existing at the calculation of DSP b) To the Contract size: NSAA = NSBA / [1 (AP / CP)] Where: NSAA: Number of shares of a Contract after the adjustment NSBA: Number of shares of a Contract before the adjustment CP: Closing price of the Underlying Asset the day prior to the adjustment date AP: Gross amount to be paid per share 9.4. Split of shares Adjustments: a) To the Registered Price of the Contracts: RPC: DSP x shares before / shares after Where RPC: New Registered Price of the Contracts DSP: Daily Settlement Price of the session prior to the adjustment date Mod. G.C. Physical Delivery Stock Fut. 8 June /25

12 b) To the number of Contracts registered: it is multiplied by the factor "shares after / shares before" 9.5. Consolidation of shares Adjustments: a) To the Registered Price of the Contracts: RPC = DSP x shares before / shares after Where RPC: New Registered Price of the Contracts DSP: Daily Settlement Price of the session prior to the adjustment date b) To the size of the Contract: NSAA = NSBA x shares after / shares before Where NSAA: Number of shares of a Contract after the adjustment NSBA: Number of shares of a Contract before the adjustment 9.6. Dividends Ordinary dividends or similar retributions to shareholders will not be adjusted. The following retributions will be considered as dividends: - the first of a series of payments with a periodical and recurrent character - the change of a periodical and recurrent payment in the form of dividend for another payment named differently but with the same character. - recurrent and periodical payments to shareholders from equity accounts All special dividends and retributions to shareholders not considered as ordinary dividends will be adjusted for the amount of the exceptional and not periodical retribution In those cases where dividend adjustment is neccessary, the Registered Price of the Contracts and the contract size will be adjusted as described in section On asset distributions with likely difficult evaluation at the moment of the adjustment or when there are potential difficulties to trade the assets to be distributed, it will be possible not to adjust, in which case, the no adjustment shall be rapidly announced just after the issuing company announces its intention to make such a distribution. Mod. G.C. Physical Delivery Stock Fut. 8 June /25

13 In cases where an adjustment for an asset distribution is required, but the asset valuation cannot be known before the adjustment date, futures trading can be temporarily suspended in order to facilitate the adjustment process on the fairest conditions for futures open position holders. 9.7 Mergers When the shares of the surviving company are listed shares, the original underlying shares will be replaced by the shares offered. For this purpose, listed shares are those on which there are, or there can be, listed contracts on MEFF before the merger takes effect. Adjustments: a) To the Registered Price of the Contracts: RPC = DSP x X/Y Where RPC: New Registered Price of the Contracts DSP: Daily Settlement Price of the session prior to the adjustment date X, Y: Y is the number of shares of the surviving company offered for every X shares of the original underlying company b) To the size of the Contract NSAA = NSBA x Y/X Where NSAA: Number of shares of a Contract after the adjustment NSBA: Number of shares of a Contract before the adjustment X, Y: Y is the number of shares of the surviving company offered for every X shares Mod. G.C. Physical Delivery Stock Fut. 8 June /25

14 9.8 Take-over Bids Analysis prior to the adjustment decision The mere launch of a take-over bid does not warrant an automatic adjustment procedure. Rather, the application of any adjustment will need that the Commission for Supervision and Surveillance (hereinafter CSS ) considers that the protection of the market participants and/or the protection of MEFF RV as the central counterparty clearing house requires to make the adjustment. The CSS will determine, once the Bid Prospectus is published, what result will be needed to cause an adjustment to the contracts. The CSS s decisions will be published as soon as possible. The analysis will be made based on the following factors, among others: a) The various scenarios of capitalisation and free float of the target company after the Bid, compared to other companies in the IBEX 35 index. b) The number of shares freely floating in relation with the open interest of MEFF relevant contracts and an estimate of relevant OTC positions, under various scenarios. c) The intention of the bidder about excluding the target company rom Stock Exchange listing. In the event that, once the CSS s decision is published, there are new relevant developments (for instance, a competing Bid) that, in the CSS s opinion, modify the circumstances, the CSS may revise its decision Adjustment Methods In case, once the Bid result is public, the result is such that the Contracts adjustment is required, according to the criteria determined and made public by the CSS, one of the following methods will be applied, depending on the type of Bid: Cash settlement at fair value The Contracts will be early settled at fair value, according to the valuation criteria established in Appendix 3, which can be modified in line with generally accepted valuation criteria Ratio Method The Contracts original underlying shares will be substituted by the shares offered, according to the conditions of the Bid, adjusting the specifications of the Contracts using the Ratio as established in Appendix 4. Mod. G.C. Physical Delivery Stock Fut. 8 June /25

15 Types of Take-Over Bids To this effect, listed shares are those on which there are, or there can be, listed contracts on MEFF before the end of the Bid process. Any other type of shares will not be considered as listed shares but as other assets or rights Take-Over Bids in Cash When the Bid is entirely in cash or other assets or rights, and an adjustment is deemed necessary, the adjustment will mean the early expiration of the Contracts and the corresponding cash settlement at fair value (Cash settlement at fair value method) Take-Over Bids in Equity When the Bid is entirely in listed shares, the Ratio Method will be used Take-Over Bids in a mixture of Cash and Equity When the Bid is in a combination of listed shares and cash, or other assets or rights, and the listed shares component is equal or greater than 1/3 of the total value of the Bid, the Contracts will be adjusted applying the Ratio Method. However, if the cash and/or other assets or rights component is more than 2/3 of the total value of the Bid, the Bid will be treated as a Bid in cash. 9.9 Other aspects of the adjustments Expirations adjusted Adjustments to the Registered Price shall be applied to all Futures maturities with open interest. Adjustments to the size shall be applied to all existing maturities up to the furthest maturity with open interest in Options or Futures Contracts, preserving only one size per maturity and underlying asset for all Options and Futures Contracts. If, after the adjustment, new Contracts with an expiration date prior to the last affected Expiration are open, those new Contracts shall be opened with specifications similar to the adjusted expirations. Expirations with an expiration date after the last affected Expiration that are opened after the "adjustment date" shall have the standard Contract specifications as established in section 3 of these General Conditions Rounding With the aim of reducing the economic effect of the roundings, MEFF will register the New Registered Price of the Contracts with such a number of decimals to make the rounding effect negligible or alternatively, MEFF will estipulate aditional settlements in cash. Mod. G.C. Physical Delivery Stock Fut. 8 June /25

16 The number of shares representative of a contract, in case of adjustment, shall be rounded off to the nearest whole. Intermediate algorithms to calculate the new number of shares or the New Registered Price of the contracts will be made with the maximum decimal precision possible, though the final results of the New Registered Price of the Contracts or the number of shares are rounded as mentioned above Unforeseen cases All cases where an adjustment may be convenient and which do not clearly correspond to the provisions of the above sections, shall be submitted by MEFF to the Commission for Supervision and Surveillance which shall determine the adjustment to be made, if any. The composition and functioning of the Commission for Supervision and Surveillance are regulated by article 25 of the Market Regulations. The Commission for Supervision and Surveillance must be guided, in the resolution of the cases coming under this heading, by the principles of investor protection, equal treatment for long and short positions, consistency in the application of criteria, efficiency and co-ordination with the organisations governing the settlement of the Underlying Security. 10. Position Limits MEFF may, by Circular, restrict the volume of open positions that a Member or Client may hold in a particular Contract, with the aim of avoiding the excessive concentration of risk or a possible position of dominance in the market. In any event, any restrictions imposed must respect the limits established in article 22 of the Regulations. These limits may be based on the volume of shares of the underlying security issued, on the volume of shares freely trading, that is, which do not form part of controlling interests, on the average trading volume on the SIBE and on other criteria considered pertinent. For the purposes of calculating whether a Member or Client exceeds the established limit, options positions on the same underlying, if any, shall also be considered. In the concrete application of the limits, MEFF may take into account the position of the Member or Client in the Underlying Security and other risk-reducing circumstances, which may justify the exclusion from the general criteria. The above-mentioned Circular, when issued, shall also specify the procedures by which a Member or Client should return to a position within the limits established in the event that it should temporarily exceed them. Mod. G.C. Physical Delivery Stock Fut. 8 June /25

17 11. Changes in the Listing Status of the Underlying Security In the case where a Contract expires while the trading of the Underlying Security, or the Contract, or both are suspended, or for any other reason the Underlying Security did not negociate on that day, the Expiration Date shall remain unchanged and the Delivery Price will be the Closing Price of the stock as determined by Sociedad de Bolsas Share trades shall be effected on the Business Day when the trading of the shares is resumed, taking into account, where applicable, any adjustments required in accordance with these General Conditions (section 9) and any decisions of the Commission for Supervision and Surveillance. If trading in the shares is not resumed within a period of 10 Business Days from the day on which the trade should have originally been effected, the operation shall take place, provided that it is legally permitted, and in accordance with article 36 of the 24/1988 Securities Market Act. In the event that it is still not possible to effect the share trade, the Commission for Supervision and Surveillance shall determine a feasible way of settling the contracts, which could be a Cash Settlement instead of a delivery of the shares. Mod. G.C. Physical Delivery Stock Fut. 8 June /25

18 ANNEX 1 TO THE GENERAL CONDITIONS FOR THE TRADING OF STOCK FUTURES AND OPTIONS Model contract between A MEMBER OF MEFF RV AND A MEMBER ENTITY OF IBERCLEAR T H E T W O P A R T I E S The first party,..., with residence in..., with N.I.F.... represented by the person who signs at the end of the present contract (henceforth "Member of MEFF RV"), and the second party,..., with residence in..., with N.I.F.... represented by the person who signs at the end of the present contract (henceforth, the "Member Entity"). D E C L A R E I. That the Member of MEFF RV is a member of the Market for Equity Related Financial Derivatives (henceforth, the "Market") regulated by MEFF Sociedad Rectora de Productos Financieros Derivados de Renta Variable, S.A. (henceforth, "MEFF RV"). II. III. That the Member Entity is a Member of the Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.U., (henceforth IBERCLEAR ), satisfying all the requisites established by legislation in force, particularly the Royal Decree 116/1992 of February 14 and the Order of the Ministry for the Economy of July 6, That the Member of MEFF RV wishes to undertake trading and clearing, with the status of [Clearing Member/Custodian Clearing Member] in the trading and clearing of stock futures and options on the Market, for which purpose it must appoint a Member Entity of IBERCLEAR, so that it may exercise the necessary functions of settlement, payment and collection and securities delivery which derive from the expiration of financial futures or from the exercise of both put and call financial options on which the Member, on its own account or on behalf of its clients, may have positions; the Member Entity, for its part, also wishes to be appointed as agent by the Member of MEFF RV with regard to the above-mentioned activities, for which reason, and mutually recognising sufficient capacities they Mod. G.C. Physical Delivery Stock Fut. 8 June /25

19 A G R E E To the signing of the present contract, which shall be regulated by the following C L A U S E S First.- The Member Entity agrees to follow instructions and to take any action which is necessary with regard to the Stock Exchange Governing Companies, the Sociedad de Bolsas and more particularly to IBERCLEAR, with the aim of settling, registering, paying, collecting and delivering securities related to the stockmarket transactions which have to be effected as a result of the expiration of futures or the exercise of financial put or call options on stocks which are traded on the Market by the Member of MEFF RV for itself or on behalf of any of its clients. Second.- The Member of MEFF RV agrees to deliver to the Member Entity whatsoever documentation that the latter may require, in addition to full information relative to the shares that must be acquired or transferred, with information on the seller and buyer thereof, and the price and other conditions that the Member Entity may require in order to execute the stockmarket transactions which are entrusted to it by the Member of MEFF RV. Furthermore, it shall also deliver to it the cash or the securities which are required for the execution of the corresponding purchases and sales. Third.- The Member of MEFF RV agrees to pay the Stock Exchange Member the commissions and other monies which are agreed in writing. Fourth.- The Member Entity declares to have knowledge of the Market Regulations, the General Conditions of the Stock Futures and Options and, in general, all the Market regulations regarding stock futures and options and, in so far as it may affect it, it agrees to comply with them without reservation or condition. The above obligation covers any modification or addition that any competent authority may impose, and also the modifications that MEFF RV may introduce in the future with the authorisation of the competent authorities, including the circulars which MEFF RV may issue by virtue of the provisions of the Market Regulations. However, notification of such modifications or additions must be immediately given to the Member Entity by the Member of MEFF RV which receives them from MEFF RV. If, once said notification has been received, the Member Entity does not accept said modifications or additions, in so far as they affect it, it may relinquish the appointment and the mandate which is hereby conferred, being obliged to notify the Member of MEFF RV and MEFF RV within a period of seven calendar days from the receipt of the notification. If in this period said right has not been exercised, it shall be understood that it accepts the modifications and additions implemented. However, the Member Entity agrees to execute the operations that may already have been entrusted to it prior to its relinquishment. Fifth.- The present contract enters into force on the date of its signing and shall continue to have effect until either of the parties gives notification of termination with, at least, 15 business days notice prior to the date on which it ceases to have effect. It shall also immediately cease to have effect in the case where the Member of MEFF RV ceases to be a member of the Market or where the Member Entity ceases to be considered a member entity of IBERCLEAR. Mod. G.C. Physical Delivery Stock Fut. 8 June /25

20 However, in the same way as established above, both the Member of MEFF RV and the Member Entity agree to satisfy their pending obligations to each other, and indirectly, to the clients of the Member of MEFF RV and to MEFF RV. Sixth.- For the resolution of whatsoever conflicts which may arise in the interpretation, validity or compliance of the present Contract, the parties, relinquishing any other power to which they may be entitled, shall submit said questions to legal arbitration which shall be regulated by the previsions of the Spanish Arbitration Act of Private Law 60/2003 of December 23. An arbitrator shall be appointed by common agreement between the two parties and, if this is not possible, each one of the parties shall appoint an arbitrator and these arbitrators, in turn, shall appoint a third party, which shall act as Chair. In the event that one of the parties does not appoint an arbitrator within the period of five (5) calendar days following the notification of the initiation of the arbitration proceedings (which, in any event, shall be within a period of fifteen (15) calendar days counting from the notification, with no agreement having been reached), the arbitrator which has been appointed by one of the parties shall be understood to have been accepted as arbitrator by the party which has renounced its right to appoint one, and so the arbitration shall be carried out by only one arbitrator. Notification of the appointment shall be made, by a means which allows its receipt by the arbitrator or arbitrators to be verified, for its acceptance. If the arbitrator or arbitrators have not accepted in writing to whomsoever made the appointment in a period of fifteen (15) calendar days counting from the day following the notification, it shall be understood that the appointment has not been accepted. Hence, in the event that one of the parties has appointed an arbitrator who has not accepted the appointment, the other party shall have a last period of five (5) calendar days to appoint a new arbitrator. Once the appointments have been accepted by the arbitrator or arbitrators, they shall have a period of twenty (20) calendar days to produce an arbitrated decision. The arbitration proceedings shall take place in Madrid. The parties shall be expressly obliged to comply with the arbitrated decision. For all questions which, for legal reasons, cannot be submitted to arbitration, or, where applicable, for the legal formalisation of the arbitration, the parties, renouncing all other rights to which they may be entitled, submit themselves to the courts and tribunals of the city of Madrid. In witness whereof, both parties sign the present contract in duplicate to the same effect in..., on the... day of... in the year... The Member of MEFF RV p.p. The Member Entity p.p Signed: Signed: Mod. G.C. Physical Delivery Stock Fut. 8 June /25

21 ANNEX 2 TO THE GENERAL CONDITIONS FOR THE TRADING OF STOCK FUTURES AND OPTIONS Model contract between A MEMBER OF MEFF RV AND A STOCK EXCHANGE MEMBER T H E T W O P A R T I E S The first party,..., with residence in..., with N.I.F.... represented by the person who signs at the end of the present contract (henceforth "Member of MEFF RV"), and the second party,..., with residence in..., with N.I.F.... represented by the person who signs at the end of the present contract (henceforth, the "Stock Exchange Member") D E C L A R E I. That the Member of MEFF RV is a member of the Market for Equity Related Financial Derivatives (henceforth, the "Market") regulated by MEFF Sociedad Rectora de Productos Financieros Derivados de Renta Variable, S.A.U. (henceforth, "MEFF RV"). II. III. IV. That the Stock Exchange Member is one of the Entities referred to in Article 37 of the Securities Market Law 24/1988, of July 28, and operates on the Stock Exchange of... That the Member of MEFF RV has appointed... as a Member Entity of the Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores S.A.U. (henceforth IBERCLEAR ). so that it may settle stockmarket transactions which the former entrusts to it as a result of the expiration of futures or the exercise of options traded on the Market. That the Member of MEFF RV wishes to undertake trading and clearing, with the status of [Clearing Member/Custodian Clearing Member] in the trading and clearing of stock futures and options on the Market, for which purpose it must appoint a Stock Exchange Member with access to trading on the Stockmarket Interconnection System, so that it may carry out the functions of execution and registry of stockmarket transactions deriving from the expiration of financial futures or from the exercise of both put and call financial options on which the Member, on its own account or on behalf of its clients, may have positions; the Stock Exchange Member, for its part, also wishes to be appointed as agent by the Member of MEFF RV with regard to the above-mentioned activities, for which reason, and mutually recognising sufficient capacities they Mod. G.C. Physical Delivery Stock Fut. 8 June /25

22 A G R E E To the signing of the present contract, which shall be regulated by the following C L A U S E S First.- The Stock Exchange Member is obliged to carry out all the stockmarket transactions, giving notification thereof to the Governing Company of the Stock Exchange of... and, where applicable, to the Sociedad de Bolsas and to IBERCLEAR, involving the trading of shares and, in general, all transactions relating to stocks, that the Member of MEFF RV entrusts to it with regard to financial futures and options on stocks which it may have traded as buyer or seller on the Market, on its own account or on behalf of its clients. Second.- The Member of MEFF RV agrees to deliver to the Stock Exchange Member whatsoever documentation that the latter may require, in addition to full information relative to the shares that must be acquired or transferred, with indications where applicable of the seller and buyer thereof, and the price and other conditions that the Stock Exchange Member may require in order to execute the stockmarket transactions which are entrusted to it by the Member of MEFF RV. Furthermore, if the Member Entity referred to in Expository Section III changes, the Member of MEFF RV shall notify the Stock Exchange Member of the name of the new Member Entity that it appoints, prior to the date on which it takes up its functions. Third.- The Member of MEFF RV agrees to pay the Stock Exchange Member the commissions and other monies which are agreed in writing. Fourth.- The Stock Exchange Member declares to have knowledge of the Market Regulations, the General Conditions of the Stock Futures and Options and, in general, all the Market regulations regarding stock futures and options and, in so far as it may affect it, it agrees to comply with them without reservation or condition. The above obligation covers any modification or addition that any competent authority may impose, and also the modifications that MEFF RV may introduce in the future with the authorisation of the competent authorities, including the circulars which MEFF RV may issue by virtue of the provisions of the Market Regulations. However, notification of such modifications or additions must be immediately given to the Stock Exchange Member by the Member of MEFF RV which receives them from MEFF RV. If, once said notification has been received, the Stock Exchange Member does not accept said modifications or additions, in so far as they affect it, it may relinquish the appointment and the mandate which is hereby conferred, being obliged to notify the Member of MEFF RV and MEFF RV within a period of seven calendar days from the receipt of the notification. If in this period said right has not been exercised, it shall be understood that it accepts the modifications and additions implemented. However, the Stock Exchange Member agrees to execute the operations that may already have been entrusted to it prior to its relinquishment. Fifth.- The present contract enters into force on the date of its signing and shall continue to have effect until either of the parties gives notification of termination with, at least, 15 business days notice prior to the date on which it ceases to have effect. It shall also immediately cease to have effect in the case where the Member of MEFF RV ceases to be a member of the Market or where the Stock Exchange Member ceases to be one of the entities referred to in Article 37 of the Securities Market Law 24/1988, of July 28. Mod. G.C. Physical Delivery Stock Fut. 8 June /25

23 However, in the same way as established above, both the Member of MEFF RV and the Stock Exchange Member agree to satisfy their pending obligations to each other, and indirectly, to the clients of the Member of MEFF RV and to MEFF RV. Sixth.- For the resolution of whatsoever conflicts which may arise in the interpretation, validity or compliance of the present Contract, the parties, relinquishing any other power to which they may be entitled, shall submit said questions to legal arbitration which shall be regulated by the provisions of the Spanish Arbitration Act of Private Law 60/2003 of December 23. An arbitrator shall be appointed by common agreement between the two parties and, if this is not possible, each one of the parties shall appoint an arbitrator and these arbitrators, in turn, shall appoint a third party, which shall act as Chair. In the event that one of the parties does not appoint an arbitrator within the period of five (5) calendar days following the notification of the initiation of the arbitration proceedings (which, in any event, shall be within a period of fifteen (15) calendar days counting from the notification, with no agreement having been reached), the arbitrator which has been appointed by one of the parties shall be understood to have been accepted as arbitrator by the party which has renounced its right to appoint one, and so the arbitration shall be carried out by only one arbitrator. Notification of the appointment shall be made, by a means which allows its receipt by the arbitrator or arbitrators to be verified, for its acceptance. If the arbitrator or arbitrators have not accepted in writing to whomsoever made the appointment in a period of fifteen (15) calendar days counting from the day following the notification, it shall be understood that the appointment has not been accepted. Hence, in the event that one of the parties has appointed an arbitrator who has not accepted the appointment, the other party shall have a last period of five (5) calendar days to appoint a new arbitrator. Once the appointments have been accepted by the arbitrator or arbitrators, they shall have a period of twenty (20) calendar days to produce an arbitrated decision. The arbitration proceedings shall take place in Madrid. The parties shall be expressly obliged to comply with the arbitrated decision. For all questions which, for legal reasons, cannot be submitted to arbitration, or, where applicable, for the legal formalisation of the arbitration, the parties, renouncing all other rights to which they may be entitled, submit themselves to the courts and tribunals of the city of Madrid. In witness whereof, both parties sign the present contract in duplicate to the same effect in..., on the... day of... in the year... The Member of MEFF RV p.p. The Stock Exchange Member p.p Signed: Signed: Mod. G.C. Physical Delivery Stock Fut. 8 June /25

24 ANNEX 3 SETTLEMENT AT FAIR VALUE In the cases of early settlement at fair value, the valuation will be done as follows. For this purpose, the contracts valuation day will be the day following the date on which the result of the Bid is published, or as soon as practicable. The futures contracts will be settled at fair value, using the same valuation model that MEFF uses to calculate daily closing prices and the data to feed the model will be as follows: 1. Underlying price: for Bids entirely in cash, the price offered; for Bids in non- listed shares or other assets or rights, the valuation of the assets than can be reasonably made; for Bids combining listed shares and cash or other assets, the sum of the cash and rest of the assets valuation, including the listed shares. 2. Dividend amounts and dates: the amounts of future dividends will be the same as MEFF had been using to calculate closing prices before the Bid was announced, which, in principle, correspond to the latest known company policy on ordinary dividends, if necessary extended to the expiration date of every contract to be settled. If no policy is known, the amounts will be the same as those paid in the previous year. Similarly, the dates of payment will be those most recently announced by the company, repeated in every year up to the last expiration date. If no dates are announced, the same dates as in the previous year will be used. Any extraordinary payment announced by the company in relation with the Bid process will be treated as an adjustable payment. 3. Time to expiration: number of days from the date of publication of the Bid results to the expiration date for each contract. 4. Interest rates: EURIBOR corresponding to the term of every expiration. Mod. G.C. Physical Delivery Stock Fut. 8 June /25

25 ANNEX 4 RATIO METHOD In the cases of Take-Over Bids in Equity or in a combination of Equity and other assets where the listed shares component is equal or greater than 1/3 of the total value of the Bid, the new Registered Price of the Contracts and the new size of the Contracts will be calculated as follows: a) Take-Over Bids in Equity (listed shares) Adjustment to the Registered Price of the Contracts: RPC = (DSP+D) x X/Y - D Where RPC: New Registered Price of the Contracts DSP: Daily Settlement Price of the session prior to the adjustment date X, Y: Y is the number of shares offered for every X shares of the target company D: Dividend component, if existing, in the calculation of DSP Adjustment to the size of the Contracts: the number of shares will be multiplied by the inverse ratio, Y/X b) Take-Over Bids in a mixture of Cash and Equity Adjustment to the Registered Price of the Contracts: RPC = (DSP+D) x [X / ((E/CP)+Y)] - D Where RPC: New Registered Price of the Contracts DSP: Daily Settlement Price of the session prior to the adjustment date X, Y: Y is the number of shares offered for every X shares of the target company D: Dividend component, if existing, in the calculation of DSP CP: Closing price of the shares offered the day prior to the adjustment date E: Cash, or value of the other assets or rights offered with the listed shares Adjustment to the size of the Contracts: the number of shares will be multiplied by the inverse ratio, ((E/CP)+Y)/X Any complementary cash payment or special dividend will be treated as an adjustable payment. Mod. G.C. Physical Delivery Stock Fut. 8 June /25