[Last updated: 1 January 2024, unless otherwise noted]

Companies seeking a listing on the Spanish Stock Exchange must meet mainly the following requirements:

• The expected aggregate market value of all shares to be listed must be at least €6 million (approx. US$6.63 million).
• At least 25% of the shares to be listed must be distributed among the public (free float).

However, the Spanish Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) may waive the market capitalization and free float requirements if it considers there is already enough liquidity in the market for the securities.

[Last updated: 1 January 2024, unless otherwise noted]

• Due filing and registration of a prospectus with the CNMV (which can be in English if there is no retail public offering).
• Shares freely transferable and represented in book-entry form.
• Settlement through IBERCLEAR, the Spanish central security depository.
• Listing including all securities of the same class.
• Documents must be duly legalized in the country of origin and be translated by a sworn translator (if applicable).

Accounting standards. The financial information must be prepared in accordance with IFRS or, if not applicable to a member State, with national accounting standards for issuers from the Community. For an issuer incorporated outside the EEA, the accounts should be prepared under IFRS or under GAAP that have been internationally accepted (US and Japanese GAAP have been deemed equivalent to IFRS by the European Commission).

Financial statements. The issuer of securities must provide to the CNMV individual and consolidated (if applicable) financial statements. The financial statements must include historical financial information for the last three financial years. Additionally, the financial statements must have been audited in accordance with the law which may be applicable to the issuer. Any quarterly (voluntary) or half-yearly (mandatory) financial information that the company has published since the date of the last audited financial statements must also be provided, together with any audit or review report. Also, if there has been a significant change in the company's position (such as a significant acquisition or merger), pro-forma financial information must be provided reflecting how the transaction would have affected its assets, liabilities and earnings if it had occurred at the beginning of the period covered by the report.

[Last updated: 1 January 2024, unless otherwise noted]

Listing involves the CNMV reviewing and approving the prospectus for the relevant offering and listing of the shares in its capacity as the Spanish Securities Authority. Once the prospectus is approved, the Spanish Stock Exchange rules on the admission to trading of the shares. The following is a fairly typical process and timetable for a listing of a foreign issuer on the Spanish Stock Exchange.

Link to Timetable

[Last updated: 1 January 2024, unless otherwise noted]

A listed company in Spain must comply with the Corporate Governance Code or explain why it has not done so. This consists of principles of good governance, dealing with the following areas:

• By-laws and General Shareholders' Meeting.
• Board of Directors.
• Members of the Board of Directors.
• Committees.

Additionally, listed companies must issue on a yearly basis a corporate governance report which must be submitted to the CNMV.

[Last updated: 1 January 2024, unless otherwise noted]

A company seeking to be listed must pay a fixed fee of €1,500 (approx. US$1,658) in relation to the study, exam and filing of the listing application. Additionally, with regards to admission rights, national securities (such as those issued by Spanish companies) must generally pay 0.11 per thousand over the capitalization value of the shares to be admitted to trading calculated as of the first market value they obtain, with a minimum of €6,000 (approx. US$6,630) or 0.5% of the capitalization value of the shares to be admitted to trading, whatever is the lower, and a maximum of €500,000 (approximately US$552,500). In addition, the CNMV charges (i) between €4,000 (approx. US$4,420) (or €25,000 for first-time issuers (approx. US$27,625)) and €70,000 (approx. US$77,350) in relation to admission to listing of domestic shares to a Spanish regulated market, and (ii) between €600 (approx. US$663) (or €4,000 for first-time issuers (approx. US$4,420)) and €11,000 (approx. US$12,155) in relation to admission to listing of foreign-issued shares to a Spanish regulated market.

In general terms, the annual amount of fees will be 0.05 per thousand over the capitalization value of the shares admitted to trading at closing of the last session of the previous fiscal year.