Cap. 345 Art. 2Interpretation and scope.

(1) In this Act and in the Schedule thereto unless the context otherwise requires:

"agricultural commodity derivatives" means derivative contracts relating to products listed in Article 1 of Regulation (EU) No.

1308/2013, and Annex I, Parts I to XX and XXIV/1 thereto, as well as to products listed in Annex I to Regulation (EU) No. 1379/2013 of the European Parliament and of the Council;

"APA" or "approved publication arrangement" means the same as the meaning assigned to it in point (52) of Article 2(1) of MiFIR;

"ARM" or "approved reporting mechanism" means the same as the meaning assigned to it in point (36) of Article 2(1) of MiFIR;

"binding legal instrument" means any directly applicable measures, including but not limited to, any implementing technical standards, any regulatory technical standards or similar measures, issued under

European Union legislation; "bye-laws" means the bye-laws made in terms of article 4C;

"Capital Markets Rules" means those Rules issued by the competent authority under Part III of this Act;

"the CBD" means Directive (EU) 2019/2162 of the European Parliament and of the Council of 27 November 2019 on the issue of covered bonds and covered bond public supervision and amending Directives 2009/65/EC and 2014/59/EU, as amended from time to time, and includes any implementing measures that have been or may be issued thereunder; "Central Bank" means the Central Bank of Malta as defined by the Central Bank of Malta Act; "central securities depository" or "CSD" shall mean a legal person that operates a securities settlement system as referred to in point (3) of Section A of the Annex to the CSDR and provides at least one of the following core services listed in Section A of the said Annex:

(i) initial recording of securities in a book-entry system (‘notary service’);

(ii) providing and maintaining securities accounts at the top tier level (‘central maintenance service’); "commodity derivatives" means those financial instruments defined in point (44)(c) of Article 4(1) of MiFID; which relate to a commodity or an underlying referred to in Section C(10) of Annex I to MiFID; or in point (5), (6), (7) and (10) of Section C of Annex I thereto; "certificates" means those securities which are negotiable on the capital market and which in case of a repayment of investment by the issuer are ranked above shares but below unsecured bond instruments and other similar instruments;

"collateral assets" means physical assets and assets in the form of exposures that secure cover assets; "collection body" shall have the same meaning as assigned to it in article 2 of the ESAP Regulation; "company" includes:

(i) a company formed and registered in accordance with the Companies Act; and

(ii) a company constituted or incorporated or to be constituted or incorporated outside Malta, irrespective of whether the company has or has not established a place of business in Malta; "competent authority" means the Malta Financial Services Authority established by the Malta Financial Services Authority Act; "cover assets" means assets included in a cover pool; "cover pool" means a clearly defined set of assets securing the payment obligations attached to covered bonds that are segregated from other assets held by the credit institution issuing the covered bonds; "covered bond" means a debt obligation that is issued by a credit institution in accordance with the provisions of this Act, the Financial Markets Act (Covered Bonds) Regulations, regulations

68(7) and 108(1) of the Recovery and Resolution Regulations, and of any Covered Bonds Rules issued under this Act or under the

Financial Markets Act (Covered Bonds) Regulations, and that is secured by cover assets to which covered bond investors have direct recourse as preferred creditors; "covered bond programme" means the structural features of a covered bonds issue that are determined by the provisions of this Act and any regulations and Covered Bonds Rules issued thereunder, and the provisions of the Recovery and Resolution Regulations transposing the CBD and by contractual terms and conditions, in accordance with the approval granted to the credit institution issuing the covered bonds; "covered bond public supervision" means the supervision of covered bond programmes ensuring compliance with, and the enforcement of, the requirements applicable to the issue of covered bonds;

"Covered Bonds Rules" means those Rules issued by the competent authority under Part IV or under any regulations bis issued thereunder;

"CRAR" means Regulation (EC) No. 1060/2009 of the European Parliament and of the Council of the 16 September 2009 on credit rating agencies, as amended from time to time, and words and expressions used in this Act shall have the same meaning as is given to them in the said EU Regulation unless otherwise defined herein;

"CRD" means Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC, as amended from time to time, and includes any implementing measures that have been or may be issued thereunder; "credit institution" means a credit institution as defined in point

(1) of Article 4(1) of the CRR; "CRR" means Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and amending Regulation (EU) No 648/2012, as amended from time to time, and includes any implementing measures that have been or may be issued thereunder; "CSDR" means Regulation (EU) No. 909/2014 of the European Parliament and of the Council of the 23 July 2014 on improving securities settlement in the European Union and on central securities depositories and amending Directives 98/26/EC and MiFID and Regulation (EU) No. 236/2012, as may be amended from time to time, and includes any implementing measures that have been or may be issued thereunder; "CTP" or "consolidated tape provider" means the same as the meaning assigned to it in point (35) of Article 2(1) of MiFIR; "data extractable format" shall have the same meaning as assigned to it in article 2 of the ESAP Regulation; "data reporting services provider" means the same as the meaning assigned to it in point (36a) of Article 2(1) of MiFIR; "dealing on own account" means trading against proprietary capital resulting in the conclusion of transactions in one or more financial instruments; "dematerialised form" means the fact that financial instruments exist only as book entry records; "depositary receipts" means those securities which are negotiable on the capital market and which represent ownership of the securities of a non-domiciled issuer while being able to be admitted to trading on a regulated market and traded independently of the securities of the non-domiciled issuer; "derivatives" means those financial instruments as defined in point (44)(c) of Article 4(1) of MiFID; and referred to in Annex I, Section C (4) to (10) thereto;

"Directive 95/46/EC" means Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data, as amended from time to time, and includes any implementing measures that have been or may be issued thereunder; " Directive 2003/87/EC" means Directive 2003/87/EC of the European Parliament and of the Council of 13 October 2003 establishing a scheme for greenhouse gas emission allowance trading within the Community and amending Council Directive 96/ 61/EC, as amended from time to time, and includes any implementing measures that have been or may be issued thereunder;

"Directive 2009/65/EC" means Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS), as amended from time to time, and includes any implementing measures that have been or may be issued thereunder; " Directive 2013/34/EU" means Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013 on the annual financial statements, consolidated financial statements and related reports of certain types of undertakings, amending Directive 2006/43/EC of the European Parliament and of the Council and repealing Council Directives 78/660/EEC and 83/349/EEC as may be amended from time to time, and includes any implementing measures that have been or may be issued thereunder; "Directives" means the Transparency Directive, the Shareholders’ Rights Directive, the Takeover Bids Directive and the Statutory Audits Directive, collectively; "distributed ledger technology" shall have the same meaning as that assigned to it in point (1) of Article 2 of the DLT Pilot Regime Regulation;

"DLT Pilot Regime Regulation" means Regulation (EU) 2022/858 of the European Parliament and of the Council of 30 May 2022 on a pilot regime for market infrastructures based on distributed ledger technology, and amending Regulations (EU) No 600/2014 and (EU) No 909/2014 and Directive 2014/65/EU, as amended from time to time, and includes any implementing measures that have been or may be issued thereunder; "DORA Regulation" means Regulation (EU) 2022/2554 of the European Parliament and of the Council of 14 December 2022 on digital operational resilience for the financial sector and amending Regulations (EC) No. 1060/2009, (EU) No. 648/2012, (EU) No. 600/ 2014, (EU) No. 909/2014 and (EU) 2016/1011, as amended from time to time, and includes any binding legal instruments, guidelines and other measures that have been or may be issued thereunder; "EBA" means the European Banking Authority established by Regulation (EU) No. 1093/2010 of the European Parliament and of the Council of 24 November 2010 establishing a European Supervisory Authority (European Banking Authority), amending Decision No. 716/ 2009/EC and repealing Commission Decision 2009/78/EC, as amended from time to time; "EEA State" means a State which is a contracting party to the agreement on the European Economic Area signed at Oporto on the 2nd May, 1992 as amended by the Protocol signed at Brussels on the 17th March, 1993 and as amended by any subsequent acts; "EMIR" means Regulation (EU) No. 648/2012 of the European Parliament and of the Council of the 4th July, 2012 on OTC derivatives, central counterparties and trade repositories as amended from time to time; "ESAP" means European Single Access Point in accordance with the ESAP Regulation; "ESAP Regulation" means Regulation (EU) 2023/2859 of the European Parliament and of the Council of 13 December 2023 establishing a European single access point providing centralized access to publicly available information of relevance to financial services, capital markets and sustainability, as may be amended from time to time and includes any implementing measures that have been, or may be issued thereunder;

"ESMA" means the European Securities and Markets Authority established by Regulation (EU) No 1095/2010 of the European Parliament and of the Council of 24 November 2010; "ESRB" means the European Systemic Risk Board established by Regulation (EU) No 1092/2010 of the European Parliament and of the Council of 24 November 2010 on European Union macro-prudential oversight of the financial system and establishing a European Systemic Risk Board; "European regulatory authority" means the body or bodies designated by a Member State or EEA State in accordance with Article 67 of the MIFID to carry out each of the duties provided for under the different provisions of the MIFID; "European resolution authority" shall have the same meaning as that assigned to it in regulation 2(1) of the Recovery and Resolution

Regulations; "exchange-traded fund" means a fund of which at least one unit or share class is traded throughout the day on at least one trading venue and with at least one market maker which takes action to ensure that the price of its units or shares on the trading venue does not vary significantly from its net asset value and, where applicable, from its indicative net asset value;

"extendable maturity structure" means a mechanism which provides for the possibility of extending the scheduled maturity of covered bonds for a pre-determined period of time and in the event that a specific trigger occurs; "financial instruments" means those instruments specified in Section C of Annex I of MiFID; "financial instruments" means those instruments specified in Section C of Annex I of MiFID, including such instruments issued by means of distributed ledger technology;

"frequent issuer" means an issuer referred to in Article 9(11) of the Prospectus Regulation;

"Gender Balance Directive" means Directive (EU) 2022/2381 of the European Parliament and of the Council of 23 November 2022 on improving the gender balance among directors of listed companies and related measures, as amended from time to time, and includes any binding legal instruments, guidelines and other measures that have been or may be issued thereunder; "Green Bonds Regulation" means Regulation (EU) 2023/2631 of the European Parliament and of the Council of 22 November 2023 on European Green Bonds and optional disclosures for bonds marketed as environmentally sustainable and for sustainability-linked bonds, as may be amended from time to time, and includes any implementing measures that have been or may be issued thereunder; "home Member State" means, in the case of a regulated market, the Member State or EEA State in which the regulated market is registered or, if under the law of that Member State or EEA State it has no registered office, the Member State or EEA State in which the head office of the regulated market is situated; "host Member State" means the Member State or EEA State in which a regulated market provides appropriate arrangements so as to facilitate access to trading on its system by remote members or participants established in that same Member State or EEA State;

"immobilisation" means the act of concentrating location of physical securities in a CSD in a way that enables subsequent transfers to be made by book-entry; "individual connected with the company" means an individual who is either:

(i) a director of that company or a related company, or

(ii) who is an officer or employee of that company or related company, or

(iii) occupies a position involving a business or professional relationship between himself, his employer, or a company of which he is a director, and that company or related company, or

(iv) a public officer acquiring information in an official capacity;

"inspector" means an inspector appointed under article 33; "issuer" means, for the purposes of Part III, any legal entity which issues or proposes to issue securities; "legal entity" shall include registered business associations without legal personality and trusts within the meaning of the Transparency Directive;

"licence holder" means a person who holds a licence under the Investment Services Act;

"listed company" means a company whose financial instruments have been admitted to listing on a trading venue in accordance with the provisions of this Act; "listed financial instruments" or "quoted financial instruments'' means financial instruments which have been admitted to listing on a regulated market in accordance with this Act; "local regulated market" means, for the purposes of Part III, a regulated market which is authorised under this Act; "MAD" means Directive 2014/57/EU of the European Parliament and of the Council of 16 April 2014 on criminal sanctions for market abuse (market abuse directive), as amended from time to time, and includes any implementing measures that have been or may be issued thereunder;

"management body" means the body or bodies of a market operator or data reporting services provider which are appointed in accordance with Maltese law, which are empowered to set the entity’s strategy, objectives and overall direction, and which oversee and monitor management decision-making and include persons who effectively direct the business of the entity; "MAR" means Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC, as amended from time to time, and includes any implementing measures that have been or may be issued thereunder;

"market abuse" means conduct amounting to the prohibited use of inside information or market manipulation in terms of the Prevention of Financial Markets Abuse Act; "market maker" means a person who holds himself out on the financial markets on a continuous basis as being willing to deal on own account by buying and selling financial instruments against that person’s proprietary capital at prices defined by that person;

"market operator" means a person or persons who manages and, or operates the business of a regulated market and may be the regulated market itself; "members" in relation to a regulated market means the members of that regulated market; "Member State" means a Member State of the European Communities; "metadata" shall have the same meaning as assigned to it in article 2 of the ESAP Regulation; "MiFID" means Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU, as amended from time to time, and includes any implementing measures that have been or may be issued thereunder; "MiFIR" means Regulation (EU) No. 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No. 648/2012, as amended from time to time, and includes any implementing measures that have been or may be issued thereunder; "Minister" means the Minister responsible for the regulation of Financial Services; "multilateral system" means any system or facility in which multiple third-party buying and selling trading interests in financial instruments are able to interact in the system;

"multilateral trading facility" or "MTF" means a multilateral system, operated by an investment firm or a market operator, which brings together multiple third-party buying and selling interests in financial instruments - in the system and in accordance with non-discretionary rules - in a way that results in a contract in accordance with Title II of MiFID; "offer of securities to the public" means, for the purposes of Part III, a communication to persons in any form and by any means, presenting sufficient information on the terms of the offer and the securities to be offered, so as to enable an investor to decide to purchase or subscribe for those securities. This definition also applies to the placing of securities through financial intermediaries; "offeror" means, for the purposes of Part III, a legal entity or individual which offers securities to the public; "organised trading facility" or "OTF" means a multilateral system which is not a regulated market or an MTF and in which multiple third-party buying and selling interests in bonds, structured finance products, emission allowances or derivatives are able to interact in the system in a way that results in a contract in accordance with Title II of MiFID;

"overcollateralisation" means the entirety of the statutory, contractual or voluntary level of collateral that exceeds the coverage requirement set out in regulation 12 of the Financial Markets Act (Covered Bonds) Regulations; "overseas regulatory authority" means an authority in a country or territory outside Malta that is not a Member State or EEA State which exercises any regulatory or supervisory function in relation to financial services corresponding to a function of the competent authority as defined in the Malta Financial Services Authority Act;

"personal data" shall have the same meaning as assigned to it in Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation); "prescribed" means prescribed by regulations made under this Act;

"Prospectus Regulation" means Regulation (EU) No. 2017/1129 of the European Parliament and of the Council of the 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, as may be amended from time to time, and includes any implementing measures, implementing technical standards, regulatory technical standards and similar measures that have been, or may be issued thereunder;

"proxy advisor" means a legal person that analyses, on a professional and commercial basis, the corporate disclosure and, where relevant, other information of listed companies with a view to informing investors’ voting decisions by providing research, advice or voting recommendations that relate to the exercise of voting rights, providing such services to shareholders with respect to shares of companies which have their registered office in a Member State or EEA State, and the shares of which are admitted to trading on a regulating market situated or operating in a Member State or EEA State; "quoted company" means a company whose financial instruments have been admitted to listing and trading on a trading venue in accordance with the provisions of this Act;

"recognised list" means a list prepared and published by a regulated market in accordance with the bye-laws of such regulated market; "regulated information" shall have the same meaning as that assigned to it in the Capital Market Rules; "regulated market" means a multilateral system operated and, or managed by a market operator, which brings together or facilitates the bringing together of multiple third-party buying and selling interests in financial instruments - in the system and in accordance with its non-discretionary rules - in a way that results in a contract, in respect of the financial instruments admitted to trading under its rules and, or systems, and which is authorised and functions regularly and in accordance with Title III of MiFID. For the purposes of this definition, "buying and selling interests" includes orders, quotes and indications of interest;

"Regulation (EU) No. 1095/2010" means Regulation (EU) No. 1095/2010 of the European Parliament and of the Council of 24 November 2010 establishing a European Supervisory Authority (European Securities and Markets Authority), amending Decision No. 716/2009/EC and repealing Commission Decision 2009/77/EC as amended from time to time, and includes any implementing measures that have been or may be issued hereunder; "Regulation (EU) No. 1308/2013" means Regulation (EU) No. 1308/2013 of the European Parliament and of the Council of 17 December 2013 establishing a common organisation of the markets in agricultural products and repealing Council Regulations (EEC) No. 922/72, (EEC) No. 234/79, (EC) No. 1037/2001 and (EC) No. 1234/2007, as amended from time to time, and includes any implementing measures that have been or may be issued thereunder; "related company" in relation to a company, means any body corporate which is that company’s subsidiary, associated or holding company, or is the manager of or managed by, or is advisor to or is advised by or otherwise controls or is controlled by that company, its holding company or a subsidiary or associate of that company’s holding company; " "resolution" shall have the same meaning as that assigned to it in regulation 2(1) of the Recovery and Resolution Regulations;

"Resolution Committee" means the Resolution Committee appointed by the Resolution Authority in terms of article 7B(2) of the Malta Financial Services Authority Act;

"securities" means, for the purposes of Part III, transferable securities, with the exception of money market instruments as defined in point (17) of Article 4(1) of the MiFID, having a maturity of less than twelve (12) months;

"segregation" means the actions performed by a credit institution issuing covered bonds to identify cover assets and put them legally beyond the reach of creditors other than covered bond investors and counterparties of derivative contracts; "Shareholders’ Rights Directive" means Directive 2007/36/EC of the European Parliament and of the Council of the 11 July 2007 (as subsequently amended) on the exercise of certain rights of shareholders in listed companies, as may be amended from time to time, and includes any implementing measures, implementing technical standards, regulatory technical standards and similar measures that have been or may be issued thereunder; "special administrator" means the person or entity appointed to administrate a covered bond programme in the event of the insolvency of a credit institution issuing covered bonds under that programme, or when such credit institution has been determined to be failing or likely to fail pursuant to regulation 32(1) of the Recovery and Resolution

Regulations or, in exceptional circumstances, where the competent authority determines that the proper functioning of that credit institution is seriously at risk; "sponsor" means a person registered with the competent authority in terms of article 12B, to provide advice, guidance and expertise to issuers applying, or intending to apply, for admissibility to listing of securities on a local regulated market under this Act, and as may be prescribed; "Statutory Audits Directive" means Directive 2006/43/EC of the European Parliament and of the Council of the 17 May 2006 (as subsequently amended) on statutory audits of annual accounts and consolidated accounts, amending Council Directives 78/660/EEC and 83/349/EEC and repealing Council Directive 84/253/EEC, as may be amended from time to time, and includes any implementing measures, implementing technical standards, regulatory technical standards and similar measures that have been, or may be issued thereunder;

"SSR" means Regulation (EU) No. 236/2012 of the European Parliament and of the Council of 14 March 2012 on short selling and certain aspects of credit default swaps, as amended from time to time; "Takeover Bids Directive" means Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on takeover bids, as amended from time to time, and includes any implementing measures that have been or may be issued thereunder; "third-country CSD" means any legal entity established in a third country that provides a similar service to the core service referred to in point (3) of Section A of the Annex to the CSDR and performs at least one other core service listed in Section A of the Annex; "trading" means the activity of buying and selling of quoted financial instruments; "trading venue" means a regulated market, an MTF or an OTF; "transferable securities" means those classes of securities which are negotiable on the capital market, with the exception of instruments of payment, such as:

(a) shares in companies and other securities equivalent to shares in companies, partnerships or other entities, and depositary receipts in respect of shares;

(b) bonds or other forms of securitised debt, including depositary receipts in respect of such securities;

(c) any other securities giving the right to acquire or sell any such transferable securities or giving rise to a cash settlement determined by reference to transferable securities, currencies, interest rates or yields, commodities or other indices or measures; "Transparency Directive" means Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC, as amended from time to time, and includes any implementing measures that have been or may be issued thereunder; "tribunal" means the Financial Services Tribunal established under article 21 of the Malta Financial Services Authority Act.

(1A) In this Act and in any regulations made thereunder, if there is any conflict between the English and Maltese texts, the English text shall prevail.

(2) The objective of this Act is inter alia to regulate trading venues, central securities depositories, central counterparties, covered bonds and the issuance thereof by credit institutions licensed in terms of the Banking Act, and to provide for the orderly trading in transferable securities and for matters ancillary or incidental thereto or connected therewith, and to transpose and, or implement, in part, the relevant provisions of the CBD, CRAR, CSDR, DLT Pilot Regime Regulation, EMIR, MIFID, MiFIR, the Prospectus Regulation, the SSR and the Directives, and consequently this Act and any regulations adopted thereunder shall be interpreted and applied accordingly.

(3) Part IV bis shall apply to covered bonds issued by credit institutions licensed in terms of the Banking Act.