La fundación de la nación y Juan Manuel de Rosas

body appointed by the Boards of Directors of those sub- sidiaries.

2. GENERAL PRINCIPLES OF CONDUCT

2.1 In performing their activities, the parties concerned must always act in accordance with the principles of impartia- lity and good faith, and in compliance with the following requirements:

2.1.1 They must exercise management that is orderly, diligent, prudent and transparent, in keeping with the integrity of the markets and systems.

2.1.2 They must be acquainted and act in full compliance with the regulations, provisions and decisions adopted by the competent authorities and bodies.

2.1.3 They must give due assistance to the supervisory bodies.

2.1.4 They must not use the Company's name nor invoke their status, office or function in the Group, to perform transactions on their own account or on the account of persons connected to them.

2.1.5 They must keep confidential, even when they no lon- ger hold their status, office or function, any data or infor- mation that they receive as a result thereof, and may not use such data or information to their own advantage, nor furnish them to third parties, without prejudice to the obli- gations imposed by current legislation.

3. CONFLICTS OF INTEREST

3.1 Parties concerned must refrain from taking action or decisions in situations of potential or actual conflict of interest with the Group until the competent body has assessed such conflict.

3.2 Parties concerned must inform the competent body of any possible conflicts of interest that affect them due to their family relations, their personal assets or for any other reason, in relation to BME shareholders, the members of or participants in the markets or systems governed or managed by companies belonging to the BME Group, or the issuers of the securities listed on or included in those markets or systems.

3.2.1 Possible conflicts of interest on account of family relations shall refer only to relationships up to the fourth degree of consanguinity or the second degree of affinity with customers or with persons who are directors or managers at companies that are custo- mers of services connected with the markets or systems or at issuers of securities that are listed or

included in the markets or systems, or at firms that are members of or participants in them.

3.2.2 Possible conflicts of interest linked to personal assets shall comprise, at least, those arising out of ownership of a stake of more than 1% in the share capital of a member or participant, or of more than 5% in the share capital of companies that are customers of services connected with the markets or systems or issuers of securities that are listed or included in the markets or systems, on the part of employees, their conjugal partnership, their dependent children, per- sons under their guardianship, or of a company in which any of the foregoing exercise control under the terms set forth in Section 4 of the Securities Markets Law.

3.3 If they have any doubts about the existence of a possi- ble conflict of interest, parties concerned must consult the competent body on the matter before taking any deci- sion or action affected by the possible conflict.

3.4 Parties concerned must keep the information they supply up to date, giving notice of the termination of or any change in the situation of potential conflict and the emergence of new situations of this type. Notice must be given within five days of the actual or potential conflict ari- sing and, in any event, before taking any decision or action affected by the possible conflict of interest.

4. USE OF INFORMATION

4.1 Persons who come within the scope of application of these Regulations must not use to their own advantage any information they have obtained from BME or its sup- pliers, customers or shareholders. Such information shall include, most particularly, any that the parties concerned obtain, use or apply as a result of the functions assigned to them in the Group, whether it refers to the Group or to other companies or persons.

4.2 The foregoing prohibition includes both the use of the information by the parties concerned and its provision and delivery to third parties without the prior consent of BME. 4.3 Communications with the media shall require the prior

approval of the Group's Communications Management.

5. SPECIAL RULES REGARDING INSIDE INFORMATION

5.1 Inside information shall be understood to be any speci- fic information that refers directly or indirectly to one or more marketable securities or financial instruments, or to

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one or more issuers of such marketable securities or financial instruments, that has not been published and that were it to be or had it been published, could have or would have had an appreciable influence on their market or organised trading system price. The foregoing shall also apply to marketable securities or financial instru- ments for which an application has been made for them to be listed on a market or organised trading system. 5.2 Parties concerned who possess or who occasionally or

habitually have access to inside information must report it to the persons in charge of the departments or compa- nies where they work and use it for the legally established purpose.

5.3 Until the information in question ceases to be inside infor- mation because it has been divulged or published, parties concerned who possess or have access to it must refrain from engaging in the following conduct on their own or someone else's account, either directly or indirectly:

(I) Preparing or performing any kind of transaction involving the marketable securities or financial instru- ments to which the information refers, or any other security, financial instrument or contract of any kind, whether traded or not on a secondary market, that has as its underlying security the marketable securities or financial instruments to which the information refers. Preparing and performing transactions whose existen- ce itself constitutes the inside information are exempt, as are any transactions performed in compliance with an obligation, already due, to acquire or transfer mar- ketable securities or financial instruments, when such an obligation is contemplated in an agreement entered into before the person in question comes into posses- sion of the inside information, or other transactions performed in conformity with applicable legislation. (II) Disclosing such information to third parties, except in the normal course of their work, occupation or offi- ce.

(III) Recommending a third party to acquire or transfer marketable securities or financial instruments or to have someone else acquire or transfer them on the basis of such information.

6.TRANSACTIONS

6.1 The members of the Boards of Directors of BME and its subsidiaries, the executive personnel, the staff of the lis- ting, supervision and legal departments and their sup- port staff must notify the competent body of any transac-

tions they perform involving securities that are traded on the markets or systems governed or managed by the Group, within five business days for the purposes of the relevant market or system of the date on which they receive written confirmation that the transaction has been performed. Such notifications must identify the type, number and name of the securities acquired, the price of the transaction, its date, the firm to which the relevant order was sent and any connection there might be between the transaction in question and other trans- actions performed previously.

6.2 In cases of transactions that are special because of their amount, the securities involved, the subscription or tra- ding procedure applicable and other similar circumstan- ces, in which there is a considerable delay between the relevant order being placed and confirmation that it has been executed being received, the parties concerned must initially notify the competent body that such orders have been given, contingent upon subsequent notifica- tion that they have been executed.

6.3 In the event that the transactions are performed as a result of an ongoing relationship of asset management or similar services, the parties concerned must inform the competent body of this, indicating the name of the persons or firms who they have engaged to perform such activities, and explicitly authorising the competent body to request the appropriate information from the person or firm concerned.

6.4 The members of the Boards of Directors of BME or its subsidiaries who are covered by other regulations of conduct relating to the performance of their transactions may choose to notify the competent body of the entity that has the information of their transactions, explicitly authorising BME to request the relevant information from that entity.

6.5 Other persons included within the scope of application of this Circular who, by reason of their office or the func- tions they perform in the Group, possess or have occa- sional access to inside information, must disclose any transactions that they may perform in relation thereto, observing the procedure for verification and control set forth herein.

6.6 The competent body must keep an up-to-date record of the disclosures referred to in the preceding paragraphs, and must acknowledge them immediately. This record shall be confidential and only persons appointed by the competent body may have access to it.

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7. INFRINGEMENTS

7.1 Without prejudice to the disciplinary powers of the Spanish Securities & Exchange Commission (CNMV) and the Ministry of Economy, persons included within the scope of application of these Regulations who break the rules set forth herein shall be liable to the penalties envi- saged in the employment or professional regime applica- ble to them.

7.2 It shall be the responsibility of the competent body to institute the appropriate disciplinary proceedings and

appoint an Examining Officer and Secretary in each case. In the course of such proceedings the party concerned must always be given a hearing. It shall be the responsi- bility of the Board of Directors of BME, or if it so resolves, the Board of Directors of the subsidiary where the party concerned works, to rule on such disciplinary procee- dings, on the basis of a reasoned proposal from the com- petent body, in which very particular consideration must be given to the circumstances surrounding the action under examination and the implications of it.

BME's Articles of Association are as follows:

ARTICLES OF ASSOCIATION OF

"BOLSAS Y MERCADOS ESPAÑOLES,

SOCIEDAD HOLDING DE MERCADOS Y

SISTEMAS FINANCIEROS, S.A."

PART I

GENERAL PROVISIONS

ARTCLE 1.- COMPANY NAME

The Company shall be called "Bolsas y Mercados Españoles, Sociedad Holding de Mercados y Sistemas Financieros, S.A.".

ARTICLE 2.- CORPORATE PURPOSE

1. The corporate purpose shall be to

(i) hold, directly or indirectly, shares and ownership interest securities of companies that administer secu- rities registration, clearing and settlement systems and secondary markets.

(ii) be responsible for ensuring that the securities registration, clearing and settlement systems and the secondary markets referred to in paragraph (i) above work in concert in terms of actions, decisions and stra- tegic coordination, by implementing to this end opera- tional, functional and structural enhancements that are consistent with attaining higher standards of overall efficiency and with raising the public profile of such systems and markets, without prejudice to the indivi- dual investees of the Company maintaining their own identity, operating capacity, governing bodies and managerial and general staff.

Under no circumstances shall the corporate purpose be deemed to include any activities for which the Law requires any kind of licence not held by the Company.

ARTICLE 3.- DURATION OF THE COMPANY AND START OF OPERATIONS

1. The duration of the Company shall be perpetual. 2. The Company shall start operating on the date of execu-

tion of its memorandum of association.

ARTICLE 4.- REGISTERED OFFICE AND BRANCHES

1. The Company shall have its registered office in Madrid, at calle Plaza de la Lealtad 1, Juan de Mena 2 [sic]. 2. The Board of Directors shall be competent to decide or

resolve to transfer the registered office within the same municipality.

PART II

SHARE CAPITAL AND SHARES

ARTICLE 5. SHARE CAPITAL

1. The Company has share capital of 334,462,232 (three hundred and thirty-four million four hundred and sixty-two thousand two hundred and thirty-two euros), consisting of 83,615,558 shares with a face value of 4 each, num- bered from 1 to 83,615,558, inclusive, all fully subscribed and paid up and belonging to the same class and series. 2. The shares shall be represented by book entries.

3. Responsibility for keeping the Company's book entry register lies with the Securities Clearing and Settlement Service (in Spanish: SCLV) and the member institutions.

ARTICLE 6.- SHAREHOLDER RIGHTS

1. Shares confer the status of shareholders on their legiti- mate holders and entitle them to the individual and mino- rity rights laid down by Law and in the Articles of