Skip to the text
Text as of 4 Dec 2024 · Consolidated version of 4 December 2024 · The wording differs from today’s text.Today’s text

Article 3 — Definitions

Financial servicesLevel 1RegulationMARIn forceOfficial source

3(1)

1.For the purposes of this Regulation, the following definitions apply:

Copy link
3(1)(1)
(1)‘financial instrument’ means a financial instrument as defined in point (15) of Article 4(1) of Directive 2014/65/EU;
Copy link
3(1)(2)
(2)‘investment firm’ means an investment firm as defined in point (1) of Article 4(1) of Directive 2014/65/EU;
Copy link
3(1)(3)
(3)‘credit institution’ means a credit institution as defined in point (1) of Article 4(1) of Regulation (EU) No 575/2013 of the European Parliament and of the Council;
Copy link
3(1)(4)
(4)‘financial institution’ means a financial institution as defined in point (26) of Article 4(1) of Regulation (EU) No 575/2013;
Copy link
3(1)(5)
(5)‘market operator’ means a market operator as defined in point (18) of Article 4(1) of Directive 2014/65/EU;
Copy link
3(1)(6)
(6)‘regulated market’ means a regulated market as defined in point (21) of Article 4(1) of Directive 2014/65/EU;
Copy link
3(1)(7)
(7)‘multilateral trading facility’ or ‘MTF’ means a multilateral system as defined in point (22) of Article 4(1) of Directive 2014/65/EU;
Copy link
3(1)(8)
(8)‘organised trading facility’ or ‘OTF’ means a system or facility in the Union as defined in point (23) of Article 4(1) of Directive 2014/65/EU;
Copy link
3(1)(9)
(9)‘accepted market practice’ means a specific market practice that is accepted by a competent authority in accordance with Article 13;
Copy link
3(1)(10)
(10)‘trading venue’ means a trading venue as defined in point (24) of Article 4(1) of Directive 2014/65/EU;
Copy link
3(1)(11)
(11)‘SME growth market’ means SME growth market as defined in point (12) of Article 4(1) of Directive 2014/65/EU;
Copy link
3(1)(12)
(12)‘competent authority’ means an authority designated in accordance with Article 22, unless otherwise specified in this Regulation;
Copy link
3(1)(13)
(13)‘person’ means a natural or legal person;
Copy link
3(1)(14)
(14)‘commodity’ means a commodity as defined in point (1) of Article 2 of Commission Regulation (EC) No 1287/2006;
Copy link
3(1)(15)
(15)‘spot commodity contract’ means a contract for the supply of a commodity traded on a spot market which is promptly delivered when the transaction is settled, and a contract for the supply of a commodity that is not a financial instrument, including a physically settled forward contract;
Copy link
3(1)(16)
(16)‘spot market’ means a commodity market in which commodities are sold for cash and promptly delivered when the transaction is settled, and other non-financial markets, such as forward markets for commodities;
Copy link
3(1)(17)
(17)‘buy-back programme’ means trading in own shares in accordance with Articles 21 to 27 of Directive 2012/30/EU of the European Parliament and of the Council;
Copy link
3(1)(18)
(18)‘algorithmic trading’ means algorithmic trading as defined in point (39) of Article 4(1) of Directive 2014/65/EU;
Copy link
3(1)(19)
(19)‘emission allowance’ means emission allowance as described in point (11) of Section C of Annex I to Directive 2014/65/EU;
Copy link
3(1)(20)
(20)‘emission allowance market participant’ means any person who enters into transactions, including the placing of orders to trade, in emission allowances, auctioned products based thereon, or derivatives thereof and who does not benefit from an exemption pursuant to the second subparagraph of Article 17(2);
Copy link
3(1)(21)
(21)‘issuer’ means a legal entity governed by private or public law, which issues or proposes to issue financial instruments, the issuer being, in case of depository receipts representing financial instruments, the issuer of the financial instrument represented;
Copy link
3(1)(22)
(22)‘wholesale energy product’ means wholesale energy product as defined in point (4) of Article 2 of Regulation (EU) No 1227/2011;
Copy link
3(1)(23)
(23)‘national regulatory authority’ means national regulatory authority as defined in point (10) of Article 2 of Regulation (EU) No 1227/2011;
Copy link
3(1)(24)
(24)‘commodity derivatives’ means commodity derivatives as defined in point (30) of Article 2(1) of Regulation (EU) No 600/2014 of the European Parliament and of the Council;
Copy link
3(1)(25)
(25)‘person discharging managerial responsibilities’ means a person within an issuer, an emission allowance market participant or another entity referred to in Article 19(10), who is:
Copy link
3(1)(25)(a)
(a)a member of the administrative, management or supervisory body of that entity; or
Copy link
3(1)(25)(b)
(b)a senior executive who is not a member of the bodies referred to in point (a), who has regular access to inside information relating directly or indirectly to that entity and power to take managerial decisions affecting the future developments and business prospects of that entity;
Copy link
3(1)(26)
(26)‘person closely associated’ means:
Copy link
3(1)(26)(a)
(a)a spouse, or a partner considered to be equivalent to a spouse in accordance with national law;
Copy link
3(1)(26)(b)
(b)a dependent child, in accordance with national law;
Copy link
3(1)(26)(c)
(c)a relative who has shared the same household for at least one year on the date of the transaction concerned; or
Copy link
3(1)(26)(d)
(d)a legal person, trust or partnership, the managerial responsibilities of which are discharged by a person discharging managerial responsibilities or by a person referred to in point (a), (b) or (c), or which is directly or indirectly controlled by such a person, or which is set up for the benefit of such a person, or the economic interests of which are substantially equivalent to those of such a person;
Copy link
3(1)(27)
(27)‘data traffic records’ means records of traffic data as defined in point (b) of the second paragraph of Article 2 of Directive 2002/58/EC of the European Parliament and the Council;
Copy link
3(1)(28)
(28)‘person professionally arranging or executing transactions’ means a person professionally engaged in the reception and transmission of orders for, or in the execution of transactions in, financial instruments;
Copy link
3(1)(29)
(29)‘benchmark’ means any rate, index or figure, made available to the public or published that is periodically or regularly determined by the application of a formula to, or on the basis of the value of one or more underlying assets or prices, including estimated prices, actual or estimated interest rates or other values, or surveys, and by reference to which the amount payable under a financial instrument or the value of a financial instrument is determined;
Copy link
3(1)(30)
(30)‘market maker’ means a market maker as defined in point (7) of Article 4(1) of Directive 2014/65/EU;
Copy link
3(1)(31)
(31)‘stake-building’ means an acquisition of securities in a company which does not trigger a legal or regulatory obligation to make an announcement of a takeover bid in relation to that company;
Copy link
3(1)(32)
(32)‘disclosing market participant’ means a person who falls into any of the categories set out in points (a) to (d) of Article 11(1) or of Article 11(2), and discloses information in the course of a market sounding;
Copy link
3(1)(33)
(33)‘high-frequency trading’ means high-frequency algorithmic trading technique as defined in point (40) of Article 4(1) of Directive 2014/65/EU;
Copy link
3(1)(34)
(34)‘information recommending or suggesting an investment strategy’ means information:
Copy link
3(1)(34)(i)
(i)produced by an independent analyst, an investment firm, a credit institution, any other person whose main business is to produce investment recommendations or a natural person working for them under a contract of employment or otherwise, which, directly or indirectly, expresses a particular investment proposal in respect of a financial instrument or an issuer; or
Copy link
3(1)(34)(ii)
(ii)produced by persons other than those referred to in point (i), which directly proposes a particular investment decision in respect of a financial instrument;
Copy link
3(1)(35)
(35)‘investment recommendations’ means information recommending or suggesting an investment strategy, explicitly or implicitly, concerning one or several financial instruments or the issuers, including any opinion as to the present or future value or price of such instruments, intended for distribution channels or for the public;
Copy link
3(1)(36)
(36)‘systematic internaliser’ means a systematic internaliser as defined in Article 4(1), point (20), of Directive 2014/65/EU.
Copy link
3(2)

2.For the purposes of Article 5, the following definitions apply:

Copy link
3(2)(a)
(a)‘securities’ means:
Copy link
3(2)(a)(i)
(i)shares and other securities equivalent to shares;
Copy link
3(2)(a)(ii)
(ii)bonds and other forms of securitised debt; or
Copy link
3(2)(a)(iii)
(iii)securitised debt convertible or exchangeable into shares or into other securities equivalent to shares.
Copy link
3(2)(b)
(b)‘associated instruments’ means the following financial instruments, including those which are not admitted to trading or traded on a trading venue, or for which a request for admission to trading on a trading venue has not been made:
Copy link
3(2)(b)(i)
(i)contracts or rights to subscribe for, acquire or dispose of securities;
Copy link
3(2)(b)(ii)
(ii)financial derivatives of securities;
Copy link
3(2)(b)(iii)
(iii)where the securities are convertible or exchangeable debt instruments, the securities into which such convertible or exchangeable debt instruments may be converted or exchanged;
Copy link
3(2)(b)(iv)
(iv)instruments which are issued or guaranteed by the issuer or guarantor of the securities and whose market price is likely to materially influence the price of the securities, or vice versa;
Copy link
3(2)(b)(v)
(v)where the securities are securities equivalent to shares, the shares represented by those securities and any other securities equivalent to those shares;
Copy link
3(2)(c)
(c)‘significant distribution’ means an initial or secondary offer of securities that is distinct from ordinary trading both in terms of the amount in value of the securities to be offered and the selling method to be employed;
Copy link
3(2)(d)
(d)‘stabilisation’ means a purchase or offer to purchase securities, or a transaction in associated instruments equivalent thereto, which is undertaken by a credit institution or an investment firm in the context of a significant distribution of such securities exclusively for supporting the market price of those securities for a predetermined period of time, due to a selling pressure in such securities.
Copy link