Iberclear Additional Services

Cash reconciliation is an optional service whose main objective is to ensure the reconciliation of cash movements resulting from the settlement of transactions in the accounts of participant entities.

IBERCLEAR will provide participants that subscribe to the cash reconciliation service with details of the entries made in their Dedicated Cash Accounts (DCA) managed by a Central Bank with which IBERCLEAR has an agreement to provide this service.

Likewise, this service may be offered to those entities which, although they are not the owners of said DCAs, have received the express consent of the owners to be able to receive the cash entries made in said accounts.

IBERCLEAR will process the information received via ISO20022 messaging, translate it into the IS015022 standard and inform the institutions by means of the MT900 and MT910 formats on debits and credits.

This service, aimed to all Iberclear's participating entities, including the Central Securities Depositories (CSD) with which Iberclear has established a link, makes it possible to facilitate the claim and refund of excess withholding tax by non-resident investors in Spain on cash distributions (coupon and dividend payments) related to securities in which Iberclear acts as the Issuer Central Securities Depository.

Participant entities may request this refund in the case that their client is a resident of a country with which Spain has signed a double taxation agreement.

The procedure for making such request will vary depending on the type of asset that is the object of the event and based on when the claim is made:

• Quick Refund, which will be made to the event's agent entity.
• Standard Tax Reclaim, which will be made to the Tax Agency.

Iberclear provides issuer entities the service of channelling to participant entities the requests for identification of shareholders and holders of fixed income instruments that these issuers send it in order to be provided with the necessary data for the identification of the holders of their equity and non-equity securities.

The services provided by Iberclear are as follows:

• Identification of shareholders at the issuer's request.
• Identification of shareholders and ultimate beneficial owners.
• Identification of ultimate beneficial owners.
• Translation of courier services for the identification of shareholders in foreign securities.

The issuer may request Iberclear to identify shareholders by indicating, among other data, the ISIN code of the security and the Record Date on which it wishes to receive the information. Iberclear will validate the request and send it to the participant entities using the HTITU12 format or the ISO20022, seev.045 format, according to the preferences indicated by the entities.

Within the framework of Iberclear's management of corporate events, participant entities may request agent entities to pay the gross amount of coupons for public or private fixed-income securities, when no withholding is applicable.

Iberclear will process the information provided by the participant entities regarding whether withholding is applicable and the type of ownership before the close of the settlement processes for the Record Date coupon payment date, and will incorporate it into the communications.

Once the coupon payment transaction has been settled, the issuer or its agent entity may request Iberclear to list the accounts with a position in the event that have not been subject to withholding based on the information provided by the participant entities.

Following the approval of Law 5/2020, of 15 October, on the Financial Transaction Tax and its subsequent amendment approved by Order HFP/308/2023, of 28 March, Iberclear offers participant entities the following services:

• Submission of self-assessments of the tax of taxpayers through the participant entities with which it has an agreement.
• Deposit of the tax debt with the tax authorities indicated in the self-assessment tax returns.

Iberclear will act on behalf of the participant entities, regardless of whether they are the taxpayer or their customers.

The taxpayer will be obliged to communicate to Iberclear, through the participant entity, all the information that must be included in the self-assessment and to pay it the resulting tax debt. 

This service, aimed at Iberclear participants, facilitates the claim and recovery of excess withholding tax for non-residents in the country where the tax has been or will be withheld. The service is offered for securities in which Iberclear acts as an Investor CSD (Central Securities Depository)

The procedure for making such a request will vary depending on the type of asset and the available claim mechanisms in the country of origin:

• Tax Relief at Source: Documented clients, prior to the cash payment, to obtain a reduced withholding rate or exemption.
• Quick Refund: Quick refund of withholding tax after the cash payment.
• Standard Tax Reclaim: Claim process with the tax authorities within the official established period.
• Tax Voucher Generation: Issuance of tax vouchers upon request by entities.

Through loyalty shares, issuers may change the ratio between the nominal value of the share and the voting rights in order to confer a double vote on each share. For this purpose, the holder of the securities must have been the same shareholder for at least two consecutive uninterrupted years from the date of entry in the Special Register Book.

This Special Register Book includes the information of all shareholders who have indicated that they wish to access the possibility of double voting and is managed by the issuer or a provider thereof.

In addition, the issuer will appoint an Authorised Entity who will be in charge of all the formalities related to the established loyalty share programme.

Registration in the Special Register Book will be carried out by means of a corporate exchange event that the Issuer's Authorised Entity will manage with Iberclear.

Through a first exchange, the ordinary ISIN position will be exchanged for the  Securities code  and, after the necessary time has elapsed, through a second exchange, the position of the Securities Code will be exchanged for the Loyalty ISIN or Double Vote.

The issuer and its Authorised Entity must authorise the entry in the Special Register Book once they have validated the information they have requested from the shareholder.

The possibility of incorporating the figure of loyalty shares in their articles of association is an additional possibility for Spanish issuers since the approval of Law 5/2021, of 12 April, which amends the Capital Companies Act and other financial regulations related to the promotion of long-term shareholder involvement in listed companies.