Iberclear Additional Services

Cash reconciliation is an optional service whose primary objective is to ensure the reconciliation of cash movements resulting from the settlement of transactions in participants’ accounts.

Iberclear provides participants that subscribe to the cash reconciliation service with details of the entries made in their Dedicated Cash Accounts (DCAs), which are managed by a central bank with which Iberclear has an agreement for this service.

Similarly, this service may be offered to entities that are not the owners of said DCAs, but have received express consent from the owners to be able to receive cash entries made in these accounts.

Iberclear processes the information received via ISO 20022 messaging, translates it into the IS0 15022 standard and informs the institutions of debits and credits via the MT900 and MT910 formats.

This service, aimed at all Iberclear participants, including the central securities depositories (CSD) with which Iberclear has established a link, facilitates the claim and refund of excess withholding tax for non-resident investors in Spain on cash distributions (coupon and dividend payments) related to securities for which Iberclear acts as the issuer central securities depository.

Participant may request this refund if their client is a resident of a country with which Spain has signed a double taxation agreement.

The procedure for making such a request varies depending on the type of asset involved and 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 with the service of channeling the requests for identification of shareholders and holders of fixed-income instruments to participants. These requests are sent by the issuers in order to obtain 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 that Iberclear identify shareholders by providing, 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 using either the HTITU12 or the ISO20022 format, seev.045 format, according to the preferences indicated by the entities.

Within the framework of Iberclear’s management of corporate actions, participant may request that agent entities pay the gross amount of coupons for public or private fixed-income securities, when no withholding applies.

Iberclear will process the information provided by the participant 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 that Iberclear list the accounts with a position in the event that have not been subject to withholding based on information provided by participant.

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

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

Regardless of whether they are the taxpayer or their customers, Iberclear will act on behalf of the participants.

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

This service is designed for Iberclear participants and 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 claim mechanisms available in the country of origin:

• Tax Relief at Source: For documented clients, prior to the cash payment, to obtain a reduced withholding rate or exemption.
• Quick Refund: A 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 can adjust the ratio of the nominal value of a share to the voting rights in order to confer a double vote on each share. For this purpose, the securities holder 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 contains the information on all shareholders who have indicated their interest in double voting and is managed by the issuer or a provider thereof.

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

Registration in the Special Register Book will be carried out through a corporate exchange action managed by the Issuer’s Authorized Entity 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 securities code position will be exchanged for the Loyalty ISIN or Double Vote.

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

The option 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 Corporate Enterprises Act and other financial regulations related to the promotion of long-term shareholder engagement in listed companies.