PART 1 U.K.General

Citation and commencementU.K.

1.  These Regulations may be cited as the Proxy Advisors (Shareholders' Rights) Regulations 2019, and come into force on 10th June 2019.

InterpretationU.K.

2.—(1) In these Regulations—

“the Act” means the Financial Services and Markets Act 2000 M1;

“the FCA” means the Financial Conduct Authority;

“proxy advisor” means a person who—

“proxy advisor services” means services provided by a person acting in the capacity of a proxy advisor within the meaning given by point (g) of Article 2 of the Shareholder Rights Directive.

(2) In paragraph (1)—

(a)“Shareholder Rights Directive” means Directive 2007/36/EC of the European Parliament and of the Council of 11 July 2007 on the exercise of certain rights of shareholders in listed companies M3 [F4as in force immediately before IP completion day]; and

[F5(b)in the definition of “proxy advisor”, in paragraph (b)—

(i)“regulated market” means a multilateral system operated 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 or systems;

(ii)“UK regulated market” means a regulated market which is a recognised investment exchange under section 285 of the Act, but not an overseas investment exchange within the meaning of section 313(1) of the Act;

(iii)“Gibraltar regulated market” means a regulated market which is authorised and functions regularly and in accordance with Part 3 of the Financial Services (Markets in Financial Instruments) Act 2018 of Gibraltar F6, as amended from time to time;

(iv)“shareholder” has the meaning given by Article 2.1(e) of the transparency obligations directive, within the meaning given in section 103(1) of the Act F7, as in force immediately before IP completion day.]