Chapter 345 – Financial Markets Act

What is this act about?

This law, known as the Financial Markets Act, establishes rules for the authorization and operation of regulated markets and central securities depositories, and for the orderly trading of transferable securities. It also covers related matters concerning financial markets.

Who it applies to: Entities operating regulated markets; Entities operating central securities depositories.

At a glance

Country: Malta
Area of law: Intellectual property
Articles: 114
Source: legislation.mt
Text retrieved: 2026-06-17
Explanation updated: 2026-07-07

What does this act regulate?

The authorization of regulated markets.
The authorization of central securities depositories.
The orderly trading of transferable securities.
Matters ancillary or incidental to, or connected with, financial markets.

Who does this act apply to?

Entities operating regulated markets.
Entities operating central securities depositories.

What are the key points?

The Act provides for the authorization of regulated markets and central securities depositories.
It governs the orderly trading in transferable securities.
The law includes provisions for regulatory and investigatory powers.
It addresses specific areas such as Prospectus, Listing and Trading, and Covered Bonds.

Intellectual property

Chapter 476 – Prevention of Financial Markets Abuse Act

Chapter 447 – Producer Organisations Act

Chapter 597 – Trademarks Act

Chapter 644 – Property Market Agency Act

Chapter 416 – Trademarks Act

Chapter 590 – Virtual Financial Assets Act

Intellectual property

Legal text

Contents (114)

Art. 1
Art. 2
Art. 2A
Art. 3
Art. 4
Art. 4A
Art. 4B
Art. 4C
Art. 4D
Art. 4E
Art. 4F
Art. 4G
Art. 4H
Art. 5
Art. 6
Art. 7
Art. 8
Art. 9
Art. 10
Art. 10A
Art. 10B
Art. 11
Art. 11A
Art. 12
Art. 12A
Art. 12B
Art. 12C
Art. 12D
Art. 13
Art. 14
Art. 14A
Art. 15
Art. 15A
Art. 15B
Art. 16
Art. 17
Art. 18
Art. 19
Art. 19A
Art. 19B
Art. 19C
Art. 19D
Art. 20
Art. 20A
Art. 21
Art. 21A
Art. 21B
Art. 21C
Art. 21D
Art. 21E
Art. 22
Art. 23
Art. 24
Art. 24A
Art. 25
Art. 26
Art. 27
Art. 28
Art. 29
Art. 30
Art. 31
Art. 31A
Art. 31B
Art. 31C
Art. 31D
Art. 31E
Art. 31F
Art. 31G
Art. 31H
Art. 31I
Art. 32
Art. 33
Art. 34
Art. 34A
Art. 35
Art. 36
Art. 37
Art. 37A
Art. 37B
Art. 37C
Art. 37D
Art. 37E
Art. 38
Art. 39
Art. 39A
Art. 39B
Art. 39C
Art. 39D
Art. 39E
Art. 39F
Art. 39G
Art. 39H
Art. 39I
Art. 39J
Art. 39K
Art. 39L
Art. 40
Art. 41
Art. 41A
Art. 41B
Art. 42
Art. 43
Art. 44
Art. 45
Art. 46
Art. 46A
Art. 47
Art. 48
Art. 49
Art. 50
Art. 51
Art. 52
Art. 53
Art. 54

F I NANCIAL MAR KET S

CHAPTER 345

FINANCIAL MARKETS ACT * To provide for the authorisation of regulated markets, central securities depositories and for the orderly trading in transferable securities and to provide for matters ancillary or incidental thereto or connected therewith.

Amended by:

XVII. 2002.111.

Substituted by:

XX. 2007.13.

24th January, 1991;

12th December, 1991;

8th January, 1992;

21st February, 1992 ACT XXXIII of 1990, as amended by Legal Notice 2 of 1992; Act V of 1992; Legal Notice 76 of 1994; Acts: XIV, XVI and, XXI of 1994, XXIV, XXV of 1995, IX of 1997; Legal Notices 90, 91 of 1999, 124 of 2000; Acts XVII of 2002, IV of 2003; Legal Notice 370 of 2003; Acts IV of 2005, XX of 2007; Legal Notice 424 of 2007; Acts III of 2009, XIX of 2010, X of 2011, XX of 2013, XIX of 2016, Act XVII, XXXI of 2017. XLIV of 2018, IX of 2019 and XXVI of 2019, V of 2020, XLVI and LXXI of 2021, IX and XXV of 2023, XI and XXIX of 2025.

Substituted by:

IX.2023.2.

ARRANGEMENT OF THE ACT

Part I

Part II

Part III

Part IV

Part IV bis

Part V

Part VI

Part VII

Preliminary Trading Venues Prospectus, Listing and Trading Central Securities Depository Covered Bonds Regulatory and Investigatory Powers Financial Services Tribunal Miscellaneous SCHEDULE Articles 1-2A 3-10B 11-23 24-31A 31B-31I 32-41B 42-44 45-54

PART I

PRELIMINARY

Art. 1

The short title of this Act is the Financial Markets Act. *Vide transitory provision reproduced at the end of this Chapter.

Short title.

Amended by:

XVII. 2002.112.

Interpretation and scope.

Amended by:

V.1992.2,3;

XIV.1994.32;

XXI.1994.12;

XXV.1995.433;

IX. 1997.5;

XVII. 2002.113;

IV. 2005.30;

XX. 2007.14, 15;

III. 2009.14;

XIX. 2010.17;

X. 2011.14;

XX. 2013.25;

XIX. 2016.3.;

XXXI. 2017.16;

XLIV.2018.3;

V.2020.11;

XLVI.2021.11;

LXXI.2021.6;

IX.2023.3;

XXV.2023.36;

XI.2025.5;

XXIX.2025.8.

F I NA N C I AL M AR K ET S

Art. 2

2.(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;

F I NANCIAL MAR KET S "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 bis or under any regulations 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 c r e d it in s t it u ti o ns a n d t h e p r u de n t ia l su pe r vi s i on of c r e d it

institutions and investment firms, amending Directive 2002/87/EC S.L. 345.27.

S.L. 330.09.

F I NA N C I AL M AR K ET S 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 tim e, 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 nondomiciled 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 F I NANCIAL MAR KET S 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" m eans the Trans pare ncy Dire ctive, 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;

F I NA N C I AL M AR K ET S "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 macroprudential oversight of the financial system and establishing a European Systemic Risk Board;

S.L. 330.09. "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 F I NANCIAL MAR KET S 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 F I NA N C I AL M AR K ET S 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 D irecti ves 2 003 /1 24/ EC, 20 03 /12 5/EC and 2 004 /7 2/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; " M e m b e r St a t e " m e a n s a M e m b e r St a t e o f t h e E u r o p e a n 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 F I NANCIAL MAR KET S 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 nondiscretionary 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 m ul t ip l e th i r d- p a r t y b uy i ng an d se ll i ng in t e r e s ts i n b o nd s , 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;

S.L. 345.27. "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 F I N AN C I A L M A RKE TS 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;

S.L. 330.09. "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;

F I NANCIAL MAR KET S "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 S.L. 330.09.

F I N AN C I A L M A RKE TS 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;

Added by:

XLVI.2021.11. "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.

F I NANCIAL MAR KET S

Art. 2A

2A. (1) The competent authority shall carry out its functions under this Act and, in particular, shall ensure compliance with the provisions of this Act.

(2)The competent authority shall also carry out the functions and duties as competent authorityfor all purposes of the relevant provisions of CRAR, CSDR, the DLT Pilot Regime Regulation, EMIR, the Gender Balance Directive, the Green Bonds Regulation, MiFID, MiFIR and the SSR, and the Commission of the European Union, ESMA, and European regulatory authorities shall be informed accordingly.

(3)The Malta Financial Services Authority established by the Malta Financial Services Authority Act shall be the designated competent authority in Malta for the purposes of implementing the relevant provisions of the CRAR,CSDR, the DLT Pilot Regime Regulation, EMIR, the Gender Balance Directive, the Green Bonds Regulation, MiFID, MiFIR and the SSR, and any reference in this Act to the com petent authority shall be read and construed accordingly.

Competent authority shall carry out its functions under this Act.

Added by:

XIX. 3016.4.

Amended by:

XXV.2023.37;

XI.2025.6.

PART II

TRADING VENUES Amended by:

XX. 2007.14.

Substituted by:

XIX. 2016.5.

Art. 3

(1)The Minister, acting on the advice of the Competent Authority, may make regulations setting out - Minister’s power to make regulations.

Substituted by:

XVII. 2002.114.

Amended by:

IV. 2005.30;

XX. 2007.14, 16;

XXXI. 2017.17;

XI.2025.7. (a) the requirements and conditions which must be satisfied by a market if it is to qualify as a regulated market in respect of which an authorisation may be issued by the competent authority; (b) the requirements including reporting and transparency requirements and conditions which a regulated market must continue to satisfy if it is to remain a regulated market; (c) the circumstances and the manner in which an authorisation or the requirements and conditions to which it is subject may be varied, suspended or revoked; (d) requirements for the regulation and supervision of market operators and, or regulated markets; (e) arrangements for the investigation of complaints about market operators and, or regulated markets; (f) the functions of the Tribunal with respect to proceedings under the bye-laws of regulated markets by persons subject to such bye-laws; (g) arrangements for the scrutiny of practices of market operators and, or bye-laws and practices of regulated markets and for preventing restrictive practices in terms of the Competition Act and any regulations made thereunder;

F I N AN C I A L M A RKE TS (h) categories of transactions that are to be carried out exclusively on a regulated market and the circumstances in which investors may be exempted therefrom; (i) exemptions from the requirement for an authorisation under article 4(1) which may be subject to such variations, additions, adaptations and modifications as may be prescribed and which may be subject to such conditions or other requirements, including other forms of authorisation and notification procedures, as may be prescribed; (ia) fees and charges in respect of any request, application or other matter that may be submitted to the Authority under this Act, including the fees and charges in respect of any permission, licence, authorisation, registration, exemption or any other benefit, as well as any fees and charges in respect of the Authority’s regulatory, supervisory or investigative functions in accordance with this Act and any regulations made or Rules issued thereunder; (j) Added by:

XXXI. 2017.17.

(2)prescribing anything that is incidental to or connected with any of the above matters.

Regulations made under this article may impose: (a) administrative penalties which may not exceed one hundred and fifty thousand euro (€150,000) for each infringement or failure to comply, as the case may be; (b) punishments or other penalties in respect of any contravention or failure to comply not exceeding a fine (multa) of four hundred and sixty six thousand euro (€466,000) or to a term of imprisonment not exceeding four years, or to both such fine and imprisonment; (c) administrative penalties higher than one hundred and fifty thousand euro (€150,000) and fines higher than four hundred and sixty six thousand euro (€466,000), where deemed necessary or appropriate for any contravention of or failure of compliance with any EU Directive or EU Regulation or of any regulations made under this article to transpose or to give effect to any EU Directive or EU Regulation.

(3)Regulations made under this article may also prescribe penalties and fines as provided for in sub-article (2)(c), for any breach of any provision of the Act or for any breach of any Financial Market Rules, transposing and, or implementing any EU Directive or EU Regulation.

F I NANCIAL MAR KET S

Art. 4

4.(1)(a) No person shall provide, or hold itself out to provide the services of a regulated market in or from within Malta unless such p erson is in possession of an authorisation. (b) Any body corporate or unincorporate may apply to the competent authority for an authorisation under this Part of the Act declaring it to be an authorised regulated market for the purposes of this Act. (c) A regulated market shall only be authorised where the competent authority is satisfied that both the market operator and the systems of the regulated market comply with the applicable requirements laid down in this Act and any regulation or Financial Market Rules made thereunder. (d) Where a regulated market is a legal person and is managed or operated by a market operator other than the regulated market itself, the competent authority shall establish by means of Financial Market Rules how the different obligations imposed on the market operator under MiFID are to be allocated between the regulated market and the market operator.

(2)(a) The market operator of the regulated market shall provide all information, necessary to enable the competent authority to satisfy itself that the regulated market has established, at the time of initial authorisation, all the necessary arrangements to meet its obligations under the Act or any regulations or Financial Market Rules made thereunder. (b) An application shall be made in such a manner as the competent authority may establish by Financial Market Rules and shall be accompanied by: (i) a programme of operations setting out inter alia the types of business envisaged; (ii) a full description of the organisational structure and the proposed bye-laws or similar arrangements of the applicant; (iii) detailed information as required by the competent authority on the (a) persons who effectively direct the business and the operations of the regulated market; (b) those persons who own the regulated market; and (c) the market operator; and (iv) any other information required by the competent authority.

(3)The market operator shall notify the competent authority immediately of any changes or corrections to the information provided in terms of sub-article (2):

Provided that in the case of changes to the persons who Application for authorisation.

Substituted by:

XVII. 2002.114.

Amended by:

XX. 2007.14, 17;

XIX. 2010.18;

XX. 2013.26;

XXXI. 2017.18;

XLVI.2021.12;

LXXI.2021.7;

IX.2023.4.

F I N AN C I A L M A RKE TS effectively direct the business and the operations of the regulated market the prior authorisation of the competent authority shall be requested:

Provided further that where there are objective and demonstrable grounds for believing that the appointment or election of an officer poses or may pose a material threat to the sound and prudent management and operation of the regulated market, the competent authority shall refuse to approve such appointment or election.

(4)For the better carrying out of the provisions of this Act, the competent authority may, from time to time, issue and publish Financial Market Rules which shall be binding on regulated markets and others as may be specified therein. Such Financial Market Rules may lay down additional requirements and conditions in relation to activities of regulated markets and any other persons as may be specified therein, the conduct of their business, their relations with customers, the public and other parties, their responsibilities to the competent authority, reporting requirements, financial resources, capital adequacy and related requirements, and any other matters as the competent authority may consider appropriate including (a) the manner and form in which an application is to be made; (b) the particulars and such other matters which are to be set out by an applicant; (c) such further information as the competent authority may reasonably require for the purpose of determining the application; (d) any other matter incidental to or connected with any of the above.

(5)Information which the competent authority may require in connection with an application shall be provided in such form, and shall be verified in such manner, as the competent authority may direct.

(6)Different Financial Market Rules may be issued by the competent authority under sub-article (4) with respect to different classes or categories of applications.

(7)In determining an application the Competent Authority may have regard to any information which it considers relevant to the application.

(8)The competent authority may on an application duly made in accordance with sub-articles (1) and (2) and subject to any Financial Market Rules issued under sub-article (4) make or refuse to issue an authorisation. Where the competent authority issues an authorisation, the market operator shall be responsible for ensuring that the provisions of the Act, regulations and Financial Market Rules made thereunder and any implementing measures issued by the European Commission in terms of the powers conferred to it by the MIFID which are applicable to regulated markets, are complied F I NANCIAL MAR KET S with.

(9)An authorisation shall state the date on which it shall take effect.

(10)Where the competent authority refuses an application for an authorisation it shall give the applicant a notice to that effect stating the reasons for the refusal.

(11)(Deleted by: XLVI.2021.12).

(12)An authorisation may, in accordance with such regulations as may be prescribed, be varied, suspended or revoked by the competent authority.

Art. 4A

4A. Without prejudice to any relevant provisions of MAR or of MAD, the public law governing the trading conducted under the systems of the regulated market shall be that of Malta when Malta is the home Member State of the regulated market.

Applicable law when Malta is the home Member State.

Added by:

XX. 2007.18.

Substituted by:

XXXI. 2017.19.

Art. 4B

4B. (1) Persons who are in a position to exercise, directly or indirectly, significant influence over the management of the regulated market must be fit and proper.

Significant influence over the management of a regulated market.

Added by:

XX. 2007.18.

(2)No person shall acquire a direct or indirect holding in a regulated market and, or the market operator which represents ten

(10)per cent or more of the share capital issued by such body or of the voting rights attaching to such share capital or which makes it possible to exercise a significant influence over the management of the regulated market ("qualifying shareholding") or increase such qualifying shareholding so that the proportion of the voting rights or of the share capital held by him in the regulated market reaches or exceeds twenty (20) per cent, thirty-three (33) per cent or fifty

(50)per cent unless the competent authority has been notified of that intention by such person or by the relevant regulated market and the competent authority has approved the acquisition of or increase in such qualifying shareholding.

(3)The competent authority shall refuse to approve any changes to controlling interests as proposed by the regulated market and, or the market operator in terms of sub-article (2) where there are objective and demonstrable grounds for believing that they would pose a threat to the sound and prudent management of the said regulated market.

(4)The market operator of a regulated market shall: (a) provide the competent authority with, and make public, information regarding the ownership of the regulated market and, or the market operator, and in particular, the identity and scale of interests of any parties in a position to exercise significant influence over the management; (b) inform the competent authority of and make public, any transfer of ownership which gives rise to a change in the identity of the persons exercising significant influence over the operation of the regulated market.

Regulated market bye-laws and arrangements.

Added by:

XX. 2007.18.

Amended by:

XIX. 2016.6;

XXXI. 2017.20.

F I N AN C I A L M A RKE TS

Art. 4C

4C. (1) Regulated markets shall be obliged to: (i) have clear and transparent bye-laws regarding the admission of financial instruments to trading which shall ensure that any financial instruments admitted to trading on the regulated market are capable of being traded in a fair, orderly and efficient manner and, that transferable securities are freely negotiable:

Provided that in the case of derivatives such requirements shall also ensure that the design of the derivative contract allows for its orderly pricing as well as for the existence of effective settlement conditions; (ii) have effective arrangements to verify that issuers of transferable securities that are admitted to trading comply with their obligations under Union Law in respect of initial, ongoing or ad hoc disclosure obligations; (iii) establish arrangements which facilitate its members or participants in obtaining access to information which has been made public under Union Law; (iv) establish the necessary arrangements to review regularly the compliance with admission requirements of the financial instruments which are admitted to trading.

(2)A transferable security that has been admitted to trading on a regulated market can subsequently be admitted to trading on other regulated markets, even without the consent of the issuer and in compliance with the relevant provisions of Directive 2003/71/EC of the European Parliament and of the Council of 4 November, 2003 on the prospectus to be published when securities are offered to the public or admitted to trading, and amending Directive 2001/ 34/EC and any implementing measures that have been or may be issued thereunder.

(3)The issuer shall be informed by the regulated market of the fact that its transferable securities are traded on that regulated market. The issuer shall not be subject to any obligation to provide information required under sub-article (1)(ii) directly to any regulated market which has admitted the issuer ’s transferable securities to trading without its consent.

(4)In complying with the provisions of this article regulated markets shall also comply with the applicable provisions of MiFIR.

Rights of a market operator.

Added by:

XXXI. 2017.21.

Art. 4D

4D. A market operator shall be entitled to exercise the rights that correspond to the regulated market that it manages by virtue of MiFID.

Limitation on market operators.

Added by:

XXXI. 2017.21.

Art. 4E

4E. Market operators shall not execute client orders against proprietary capital, or engage in matched principal trading on any of the regulated markets they operate.

F I NANCIAL MAR KET S

Art. 4F

4F. (1) A regulated market shall establish and maintain its operational resilience in accordance with the requirements laid down in Chapter II of the DORA Regulation to ensure its trading systems are resilient, have sufficient capacity to deal with peak order and message volumes, are able to ensure orderly trading under conditions of severe market stress, are fully tested to ensure such conditions are met and are subject to effective business continuity arrangements, including ICT business continuity policy and plans and ICT response and recovery plans established in accordance with Article 11 of the DORA Regulation, to ensure continuity of its services if there is any failure of its trading systems.

(2)A regulated market shall have in place: (a) written agreements with all investment firms pursuing a market making strategy on the regulated market; (b) schemes to ensure that a sufficient number of investment firms participate in such agreements which require them to post firm quotes at competitive prices with the result of providing liquidity to the market on a regular and predictable basis, where such a requirement is appropriate to the nature and scale of the trading on that regulated market.

(3)The written agreement referred to in sub-article (2) shall at least specify: (a) the obligations of the investment firm in relation to the provision of liquidity and where applicable any other obligation arising from participation in the scheme referred to in sub-article (2)(b); (b) any incentives in terms of rebates or otherwise offered by the regulated market to an investment firm so as to provide liquidity to the market on a regular and predictable basis and, where applicable, any other rights accruing to the investment firm as a result of participation in the scheme referred to in sub-article

(2)(b).

(4)A regulated market shall monitor and enforce compliance by investment firms with the requirements of such binding written agreements. The regulated market shall inform the competent authority about the content of the binding written agreement and shall, upon request, provide all further information to the competent authority necessary to enable the competent authority to satisfy itself of compliance by the regulated market with sub-article

(3)and this sub-article.

(5)A regulated market shall have in place effective systems, procedures and arrangements to reject orders that exceed predetermined volume and price thresholds or are clearly erroneous.

(6)A regulated market may temporarily halt or constrain trading in emergency situations or in the event of a significant price System resilience, circuit breakers and electronic trading.

Added by:

XXXI. 2017.21.

Emendat:

XI.2025.8;

XXIX.2025.9.

F I N AN C I A L M A RKE TS movement in a financial instrument on such market or a related market during a short period and, in exceptional cases, it may cancel, vary or correct any transaction:

Provided that such regulated market shall ensure that the parameters for halting or constraining trading are appropriately calibrated in a way which takes into account the liquidity of different asset classes and sub-classes, the nature of the market model and the types of users and is sufficient to avoid significant disruptions to the orderliness of trading.

(7)A regulated market shall report the parameters for halting trading and any material changes to those parameters to the competent authority in a consistent and comparable manner. The competent authority shall in turn report them to ESMA.

(8)Where a regulated market which is material in terms of liquidity in that financial instrument halts trading, in any Member State or EEA State including Malta, that trading venue shall have the necessary systems and procedures in place to ensure that it will notify the competent authority or European regulatory authorities, as the case may be, in order for them to coordinate a market-wide response and determine whether it is appropriate to halt trading on other venues on which the financial instrument is traded until trading resumes on the original market.

(8a)A regulated market shall disclose publicly on its website information about the circumstances leading to the halting or constraining of trading and the principles for establishing the main technical parameters used to do so.

(8b)Where a regulated market does not halt or constrain trading as referred to in sub-article (6), despite the fact that a significant price movement in a financial instrument or related financial instruments has led to disorderly trading conditions on one or more markets, the Authority may take appropriate measures to re-establish the normal functioning of the markets, including giving such directives as referred to in paragraphs (h) to (k) of article 15(2) of the Investment Services Act.

(9)A regulated market shall have in systems, procedures and arrangements, including: place effective (a) such systems that require members or participants to carry out appropriate testing of algorithms and providing environments to facilitate such testing in accordance with the requirements laid down in Chapters II and IV of the DORA Regulation, in order to: (i) (ii) ensure that algorithmic trading systems cannot create or contribute to disorderly trading conditions on the market; and manage any disorderly trading conditions which do arise from such algorithmic trading systems;

F I NANCIAL MAR KET S and (b) systems to limit the ratio of unexecuted orders to transactions that may be entered into the system by a member or participant, in order to: (i) (ii) be able to slow down the flow of orders if there is a risk of its system capacity being reached; and limit and enforce the minimum tick size that may be executed on the market.

(10)A regulated market that permits direct electronic access shall have in place effective systems procedures and arrangements to ensure that members or participants are only permitted to provide such services if they are investment firms authorised under MiFID or credit institutions authorised under the CRD, that appropriate criteria are set and applied regarding the suitability of persons to whom such access may be provided and that the member or participant retains responsibility for orders and trades executed using that service in relation to the requirements of MiFID.

(11)A regulated market shall also set appropriate standards regarding risk controls and thresholds on trading through such access and be able to distinguish and, if necessary, stop orders or trading by a person using direct electronic access separately from other orders or trading by the member or participant.

(12)A regulated market shall have arrangements in place to suspend or terminate the provision of direct electronic access by a member or participant to a client in the case of non-compliance with sub-articles (10) and (11).

(13)A regulated market shall ensure that its rules on colocation services are transparent, fair and non-discriminatory.

(14)A regulated market shall ensure that its fee structures including execution fees, ancillary fees and any rebates are transparent, fair and non-discriminatory and that they do not create i n c e n t i v e s t o p l a c e , m o d i f y o r ca n c e l o r d e r s o r t o e x e cu t e transactions in a way which contributes to disorderly trading conditions or market abuse. In particular, a regulated market shall impose market making obligations in individual shares or a suitable basket of shares in exchange for any rebates that are granted.

(15)A regulated market shall be allowed to adjust its fees for cancelled orders according to the length of time for which the order w a s m a i n t a i n e d a n d t o c al i b r at e t h e f e e s t o e a c h f i n a n c i a l instrument to which they apply.

(16)A regulated market may be allowed to impose a higher fee for placing an order that is subsequently cancelled than an order which is executed and to impose a higher fee on participants placing a high ratio of cancelled orders to executed orders and on those operating a high-frequency algorithmic trading technique in order to reflect the additional burden on system capacity.

F I N AN C I A L M A RKE TS

(17)A regulated market shall be able to identify, by means of flagging from members or participants, orders generated by algorithmic trading, the different algorithms used for the creation of orders and the relevant persons initiating those orders. That information shall be available to the competent authority and European regulatory authorities upon request.

(18)Upon request by the competent authority, a regulated market shall make available thereto, data relating to the order book or give the competent authority access to the order book so that it is able to monitor trading.

Tick sizes.

Added by:

XXXI. 2017.21.

Amended by:

XXIX.2025.10.

Art. 4G

4G. (1) Regulated markets shall adopt tick size regimes in shares, depositary receipts, exchange-traded funds, certificates and other similar financial instruments and in any other financial instrument for which regulatory technical standards are developed by ESMA:

Provided that the application of tick sizes shall not prevent regulated markets from matching orders large in scale at mid-point within the current bid and offer prices.

(2)The tick size regimes referred to in sub-article (1) shall: (a) be calibrated to reflect the liquidity profile of the financial instrument in different markets and the average bid-ask spread, taking into account the desirability of enabling reasonably stable prices without unduly constraining further narrowing of spreads; (b) adapt the tick size for each financial instrument appropriately.

(3)In respect of shares with an International Securities Identification Number (ISIN) issued outside the European Economic Area (EEA), or shares which have an EEA ISIN and which are traded on a third-country venue in the local currency or in a non-EEA currency, as referred to in point (a) of Article 23(1) of MiFIR for which the venue that is the most relevant market in terms of liquidity is in a third country, regulated markets may provide for the same tick size that applies in that venue.

Synchronisation of business clocks.

Added by:

XXXI. 2017.21.

Financial Market Rules.

Substituted by:

XVII. 2002.114.

Amended by:

XX. 2007.14, 19.

Art. 4H

4H. Repealed by Act XXIX.2025.11.

Art. 5

5.(1) The competent authority may issue Financial Market Rules requiring a regulated market to give it (a) notice of such events relating to that regulated market as may be specified by the competent authority; and (b) such information in respect of those events as may be specified by the competent authority; (c) such other information relating to that regulated F I NANCIAL MAR KET S market, at such times or in respect of such period as may be specified by the competent authority.

(2)Any Financial Market Rules issued by the competent authority may require information to be given in a specified form and to be verified in a specified manner and any information so required shall be provided promptly.

Art. 6

6.(1) The competent authority may direct that any of the Financial Market Rules issued under article 5 are not to apply in respect of any regulated market or are to apply to such regulated market with such modification as may be specified in the Financial Market Rule, if it is satisfied that (a) compliance by the regulated market with the Financial Market Rules, or with the Financial Market Rules as unmodified, would be unduly burdensome or would not achieve the purpose for which the Financial Market Rules were made; and Non-application or modification of Financial Market Rules.

Substituted by:

XVII. 2002.114.

Amended by:

XX. 2007.14, 20. (b) the non-application or modification of the Financial Market Rule as aforesaid would not result in undue risk to persons whose interests such Financial Market Rules are intended to protect.

(2)A Financial Market Rule issued by the competent authority under sub-article (1) may be made subject to such conditions as the competent authority may deem fit.

Art. 7

(Deleted by: XLVI.2021.13).

Supervision.

Substituted by:

XVII. 2002.114. mended by:

XX. 2007.14, 21;

XX. 2013.27;

XIX. 2016.7.

Art. 8

8.(1) An authorisation may be revoked by an order made by the competent authority at the request, or with the consent of the regulated market concerned or otherwise as provided in this Act.

(2)If it appears to the competent authority that a regulated market (a) is failing, or has failed, to satisfy the requirements for authorisation under this Act, or (b) is failing or has failed, to comply with any other obligation imposed on it by or under this Act, or (c) does not make use of the authorisation within twelve months, expressly renounces the authorisation or has not operated for the preceding six months, or (d) has obtained the authorisation by making false statements or by any other irregular means, or (e) no longer meets the conditions authorisation was granted, or (f) under which has seriously and systematically infringed the provisions adopted pursuant to MiFID or MiFIR, Revocation of an authorisation.

Substituted by:

XVII. 2002.114.

Amended by:

XX. 2007.14, 22;

XXXI. 2017.22.

F I N AN C I A L M A RKE TS it may make an order revoking the authorisation order for that body even though the body does not wish or does not consent to the revocation of the authorisation.

(3)An order under sub-articles (1) and (2) revoking an authorisation hereinafter referred to as a ''revocation order'' shall specify the date on which it is to take effect.

(4)A revocation order may contain such transitional provisions as the competent authority deems necessary or expedient.

(5)The competent authority shall notify ESMA of any revocation order.

Notice of directive or revocation.

Substituted by:

XVII. 2002.114.

Amended by:

XX. 2007.14;

LXXI.2021.8.

Art. 9

9.(1) Before issuing a directive under article 39K, or before making a revocation order under article 8(2), the competent authority shall (a) give written notice of its intention so to do to the regulated market concerned; and (b) take such steps as it considers reasonably practicable to bring the notice to the attention of any other persons who are, in its opinion, likely to be affected.

(2)A notice under sub-article (1) shall (a) state the reasons why the competent authority intends to issue the directive or make the revocation order; and (b) draw attention to the right to make representations conferred by sub-article (3).

(3)Before the end of the period for making representations (a) the regulated market; and (b) any other person who is likely to be affected by the proposed revocation order and notified in terms of sub-article (1)(b), may make representations to the competent authority.

(4)The period for making representations is (a) two (2) months beginning (i) with the date on which the notice is served on the regulated market in the case of the regulated market, or (ii) with the date on which the notice is brought to the attention of any other persons notified in terms of sub-article (1)(b) in the case of such other persons. (b) such longer period stated in the notice as the competent authority may deem fit to allow in the particular case.

(5)In deciding whether to issue a directive or make a revocation order, the competent authority shall have regard to any representations made in accordance with sub-article (3).

(6)If the competent authority decides to issue the proposed F I NANCIAL MAR KET S directive or to make the proposed revocation order it shall: (a) give the regulated market written notice of its decision; and (b) where it decides to issue the directive or to make the order, take such steps as it considers reasonably practicable for bringing its decision to the attention of any other persons who are, in the competent authority’s opinion, likely to be affected thereby.

Art. 10

10.A regulated market intending to take any of the following actions shall notify the competent authority in writing and the consent of the competent authority shall be required before a regulated market may lawfully: (a) alter or revoke any of its bye-laws; or Notification of intended action.

Substituted by:

XVII. 2002.114.

Amended by:

XX. 2007.14, 23. (b) make or issue new bye-laws; or (c) make a change in the arrangements it makes for the provision of clearing services in respect of transactions effected on the regulated market concerned or in the criteria which it applies when determining to whom it will provide clearing services.

Art. 10A

10A. Regulated markets shall offer all their members or participants the right to designate the systems for the clearing and settlement of transactions in financial instruments undertaken on that regulated market subject to: (a) such links and arrangements between the designated clearing and settlement system and any other system or facility as are necessary to ensure the efficient and economic settlement of the transaction in question; and Clearing and settlement of transactions.

Added by:

XX. 2007.24.

Amended by:

XXXI. 2017.23. (b) agreement by the competent authority responsible for the supervision of the regulated market that technical conditions for the clearing and settlement of transactions concluded on the regulated market through a clearing and settlement system other than that designated by the regulated market are such as to allow smooth and orderly functioning of financial markets.

Art. 10B

10B. (1) The competent authority shall draw up a list of the regulated markets registered in Malta and shall forward that list to the other Member States, EEA States and ESMA. A similar communication shall be effected in respect of each change to that list.

(2)Market operators shall communicate, on a regular basis, the list of the members or participants of the regulated market to the competent authority of the regulated market.

Competent authority to draw up list when it is the home Member State of a regulated market.

Added by:

XX. 2013.28.

F I N AN C I A L M A RKE TS

PART III

Substituted by:

XLVI.2021.14.

PROSPECTUS, LISTING AND TRADING Functions and powers of the competent authority.

Substituted by:

XLVI.2021.15.

Amended by:

XI.2025.9;

XXIX.2025.12.

Art. 11

(1)Without prejudice to any other power or function conferred to it by this Act or any other law, it shall also be the function of the competent authority: (a) to approve, or otherwise, the prospectus of any offer of securities to the public in Malta; (b) to approve, or otherwise, the admissibility of securities to a local regulated market; (ba) to approve, or otherwise, the registration of a sponsor, as may be prescribed; (c) to make Capital Markets Rules for the better implementation and purposes of this Part; (d) to ensure compliance by issuers of securities with the requirements or conditions set out in the Prospectus Regulation, the Directives, this Act and any regulations and Capital Markets Rules issued thereunder; (da) to examine whether, and ensure that, an issuer’s regulated information is in accordance with the requirements established in the Capital Markets Rules; (db) to ensure a proxy advisor’s compliance with transparency requirements as established in the Capital Markets Rules; (e) to monitor the timely disclosure of information by issuers or any other persons subject to the Capital Markets Rules with the objective of ensuring effective and equal access to the public in Malta and in all Member States or EEA States where the securities are admitted to trading on a local regulated market; (f) to act as the designated competent authority in Malta for the purposes of implementing the relevant provisions of the Prospectus Regulation and the Directives, ensure that the provisions adopted pursuant to the Directives are applied and issue Capital Markets Rules in furtherance of its responsibility under any provisions of any of the Directives, which rules shall be binding on issuers, shareholders and any other persons as may be indicated in the said Rules:

Provided that, in relation to the Statutory Audit Directive, this paragraph shall only apply to the extent that the said Directive applies to issuers; (g) to cooperate with ESMA for the purposes of, and where required by, the Prospectus Regulation, the Directives or any other applicable law.

(2)Without prejudice to any other regulatory and investigatory powers conferred to it by this Act or any other law, the competent F I NANCIAL MAR KET S authority shall have the following powers: (a) to require any person to provide supplementary information in a prospectus or through any other means as may be specified by the competent authority, where necessary for investor protection; (b) to prohibit or suspend advertisements or require any person to cease or suspend advertisements for a maximum of ten (10) consecutive working days on any single occasion, where there are reasonable grounds for believing that the Prospectus Regulation, this Act or any regulations or Capital Markets Rules issued thereunder have been infringed in a local regulated market; (c) to make public the fact that a person is failing to comply with its obligations; (d) to suspend the scrutiny of a prospectus submitted to it for approval or suspend or restrict an offer of securities to the public or admission to listing and, or trading on a local regulated market where the competent authority is making use of the power to impose a prohibition or restriction, until such prohibition or restriction has ceased; (e) to refuse approval of any prospectus drawn up by any person for a maximum period of not more than five (5) years, in the case where that person has repeatedly and severely infringed Prospectus Regulation, this Act or any regulations or Capital Markets Rules issued thereunder; (f) to disclose, or to require any person to disclose, all material information which may have an effect on the assessment of the securities offered to the public or admitted to trading on a local regulated market in order to ensure investor protection or the smooth operation and integrity of the market; (g) to suspend or require the relevant authorized regulated market to suspend the listed financial instruments from trading on an authorized regulated market where it considers that the issuer’s situation is such that trading would be detrimental to investors’ interests; (h) to carry out on-site inspections or investigations at sites other than the private residences of natural persons, and for that purpose to enter premises in order to access documents and other data in any form: (i) (ii) where a reasonable suspicion exists that documents and other data related to the subjectmatter of the inspection or investigation may be relevant to prove a breach of the Prospectus Regulation, this Act or any regulations or Capital Markets Rules issued thereunder; and, or for the purpose of ensuring compliance of the

F I N AN C I A L M A RKE TS issuer with continuing obligations in terms of the Prospectus Regulation, this Act or any regulations or Capital Markets Rules issued thereunder;

Further functions of the Listing Authority.

Added by:

XIX. 2010.20;

Amended by:

X. 2011.15.

Approval of prospectus and admissibility to listing.

Substituted by:

XLVI.2021.16.

Amended by:

XI.2025.10. (i) to request an issuer to re-issue regulated information, to issue a corrective note and, or to reflect a correction in any future regulated information; (j) to cancel or suspend the registration of a sponsor in such circumstances as may be prescribed.

Art. 11A

11A. (Deleted by XIX. 2016.8).

Art. 12

Unless otherwise expressly provided in this Act or in the provisions of any other applicable law, no securities shall be: (a) offered to the public in Malta unless and until a prospectus is approved by the competent authority; and (b) eligible for admission to listing and trading on a local regulated market unless and until the competent authority has approved the admissibility to listing of those securities.

(2)Deleted by Act XI.2025.10.

(3)A local regulated market may admit to listing and trading to the recognised list concerned such securities as may be considered appropriate and which (a) do not fall within a description or category specified in any regulations made in accordance with article 14A as not being admissible to listing on any local regulated market; and (b) have been authorised as admissible to listing by the competent authority.

Exemptions.

Added by:

XLVI.2021.17.

Art. 12A

Without prejudice to Article 4 of the Prospectus Regulation, the provisions of the Prospectus Regulation, this Act and any regulations or Capital Markets Rules issued thereunder shall not apply to an offer of securities to the public with a total consideration in the European Union and the EEA of less than one million euro (€1,000,000), which shall be calculated over a period of twelve (12) months.

(2)Without prejudice to sub-article (1), as well as Articles 1(4) and 4 of the Prospectus Regulation, offers of securities to the public shall be exempt from the obligation to publish a prospectus in accordance with Article 3(1) of the Prospectus Regulation provided that:

F I NANCIAL MAR KET S (a) such offers are not subject to notification in accordance with Article 25 of the Prospectus Regulation; and (b) the total consideration of each such offer in the European Union and the EEA is less than a monetary amount calculated over a period of twelve (12) months which shall not exceed five million euro (€5,000,000).

Art. 12B

12B. (1) Any person intending to act as a sponsor in Malta, or to hold itself out to act as such, shall apply with the competent authority for registration to do so. To this effect, no person shall provide, or hold itself out as providing the services of a sponsor in Malta unless duly registered with the competent authority in accordance with this Act in the manner prescribed and as may be provided for in Capital Markets Rules.

Registration of sponsors and transitory provision.

Added by:

XI.2025.11.

(2)An application for registration as a sponsor shall be made to the competent authority in the manner prescribed and as may be provided for in Capital Markets Rules.

(3)Any person who, on the date of the coming into force of this article, is already providing or holding himself out as providing the services of a sponsor, may only continue to offer such services for ten (10) months from such date of the coming into force of this article, if the following two (2) conditions are satisfied: (a) they shall have submitted to the competent authority a duly completed application for registration, in accordance with the provisions of this article and any regulations and rules issued under the Act, by not later than two (2) months from the said date of coming into force; and (b) they shall have been registered by the competent authority before the lapse of the said ten (10) months from such date of coming into force:

Provided that the competent authority shall either register such person applying for registration or shall otherwise refuse an application for registration made in accordance with this subarticle, before the lapse of such ten (10) months provided that a duly completed application shall have been submitted to the competent authority in accordance with the provisions of this Act and any regulations and Rules made thereunder. A "duly completed application" shall include any additional or missing information or documentation which may subsequently be requested by the competent authority. Registration or refusal, as the case may be, shall be made by the competent authority in accordance with the provisions of this Act and any regulations or rules issued thereunder.

Art. 12C

12C. (1) The competent authority may register or refuse an application for registration made in accordance with article 12B, in the manner and the circumstances prescribed.

(2)In granting a registration the competent authority may subject the applicant to such conditions as it may deem appropriate.

After having granted registration, the competent authority may, from time to time, vary or revoke any condition so imposed or Power of the competent authority to register or refuse an application for registration of a sponsor.

Added by:

XI.2025.11.

F I N AN C I A L M A RKE TS otherwise impose new conditions.

(3)A register of all sponsors to whom registration has been granted in terms of this Act shall be established by the competent authority. The register shall be publicly available on the competent authority’s website and shall indicate the names of the persons to whom such registration has been granted, and it shall be updated on a regular basis.

Power of competent authority to cancel or suspend registration of a sponsor.

Added by:

XI.2025.11.

Art. 12D

12D. The competent authority may, at any time, in the circumstances prescribed, cancel or suspend the registration of a sponsor granted in terms of this Act.

Capital Markets Rules.

Substituted by:

XLVI.2021.18.

Art. 13

(1)The competent authority may, from time to time, issue and publish Capital Markets Rules which shall be binding on all persons approved by it or falling under its regulatory or supervisory functions and others as may be specified therein.

(2)Without prejudice to the generality of sub-article (1), Capital Markets Rules issued by the competent authority may: (a) lay down additional requirements and conditions in relation to persons approved by it, seeking its approval, or falling under the regulatory or supervisory functions of the competent authority, their activities, the conduct of their business, their relations with customers, the public and other parties, their responsibilities to the competent authority, reporting requirements, financial resources, capital adequacy and related requirements, and any other matters as the competent authority may consider appropriate; (b) provide for the returns, statements and notices to be made or given for any purposes in regard to which the competent authority exercises supervisory or regulatory functions, and the form and contents thereof; (c) prescribe the information that such persons are to submit to the competent authority; (d) transpose, implement and give effect to the provisions and requirements of the Prospectus Regulation, the Directives and any other legislative measures of the European Union requiring transposition or implementation; and, or (e) regulate any matter that is incidental to or connected with any of the matters mentioned above as the competent authority may consider appropriate in the performance of its functions.

(3)Capital Markets Rules may be made subject to such exemptions or conditions as may be specified therein, may make F I NANCIAL MAR KET S different provision for different cases, circumstances or purposes and may give to the competent authority such powers of adaptation of the Capital Markets Rules, as may also be so specified.

Art. 14

14.(Deleted by XLVI.2021.19).

Art. 14A

14A. The Minister, acting on the advice of the competent authority, may make regulations to give effect to the provisions of this Part and, without prejudice to the generality of the foregoing, may, by such regulations, in particular do any of the following:

Delegation of functions and powers of the Listing Authority.

Minister’s power to make regulations.

Added by:

XI.2025.12. (a) provide that any securities which fall within a description or category as may be specified in such regulations, shall not be admissible to listing on any local regulated market; (b) regulate any fees and, or other charges payable to the competent authority in respect of any application for the approval of a prospectus and the admissibility to listing of securities on a local regulated market, as well as any fees and charges in respect of the competent authority’s regulatory, supervisory or investigative functions under this Part, under any regulations made or Capital Markets Rules issued hereunder, as may be prescribed; and (c) provide for any matter incidental to or connected with any of the above.

Art. 15

(1)An application for the approval of a prospectus and, or the admissibility to listing of securities on a local regulated market shall be made to the competent authority in such a manner as may be required by Capital Markets Rules.

(2)The competent authority shall not approve a prospectus or the admissibility to listing of securities on a local regulated market unless it is satisfied that:

Listing.

Substituted by:

XVII. 2002.114.

Amended by:

IV. 2005.30;

XX. 2007.27, 29.

Substituted by:

XLVI.2021.20. (a) the requirements of any applicable provision of the Prospectus Regulation, this Act or any regulations or Capital Markets Rules issued thereunder; and (b) any other requirements imposed by the competent authority, are complied with.

(3)An application for the approval of a prospectus and, or the admissibility to listing of securities on a local regulated market shall be refused if the competent authority considers that granting it would be detrimental to the public interest.

Art. 15A

The competent authority shall notify the applicant of its decision regarding the requested approval of the prospectus within ten (10) working days of the submission of the draft prospectus.

Approval of prospectus.

Added by:

XLVI.2021.21.

F I N AN C I A L M A RKE TS

(2)The time limit set out in sub-article (1) shall be extended to twenty (20) working days where the offer to the public involves securities issued by an issuer that does not have any securities admitted to trading on a regulated market and that has not previously offered securities to the public:

Provided that the time limit of twenty (20) working days shall only be applicable for the initial submission of the draft prospectus. Where subsequent submissions are necessary in accordance with sub-article (3), the time limit set out in sub-article (1) shall apply.

(3)Where the competent authority finds that the draft prospectus does not meet the standards of completeness, comprehensibility and consistency necessary for its approval and, or that changes or supplementary information are needed: (a) it shall inform the applicant of that fact promptly and at the latest within the time limits set out in sub-article

(1)or, as applicable, sub-article (2), as calculated from the submission of the draft prospectus and, or the supplementary information; and (b) it shall clearly specify the changes or supplementary information that are needed:

Provided that, in such cases, the time limit set out in subarticle (1) shall then apply only from the date on which a revised draft prospectus or the supplementary information requested are submitted to the competent authority.

(4)Where the applicant is unable or unwilling to make the necessary changes or to provide the supplementary information requested in accordance with sub-article (3), the competent authority shall be entitled to refuse the approval of the prospectus and terminate the review process. In such case, the competent authority shall notify the applicant of its decision and indicate the reasons for such refusal.

(5)Notwithstanding the provisions of sub-articles (1) and (3), the time limits set out in the said sub-articles shall be reduced to five

(5)working days for a prospectus consisting of separate documents drawn up by frequent issuers, including frequent issuers using the notification procedure provided for in Article 26 of the Prospectus Regulation. The frequent issuer shall inform the competent authority at least five (5) working days before the date envisaged for the submission of an application for approval:

Provided that a frequent issuer shall submit an application to the competent authority containing the necessary amendments to the universal registration document, where applicable, the securities note and the summary submitted for approval.

F I NANCIAL MAR KET S

(6)Notwithstanding the provisions of sub-articles (1) and (3), the time limits set out in the said sub-articles shall be reduced to seven

(7)working days for an EU Recovery prospectus drawn up in accordance with the Prospectus Regulation. The issuer shall inform the competent authority at least five (5) working days before the date envisaged for the submission of an application for approval:

Provided that this provision shall only apply till 31 December 2022, following which it shall cease to have effect.

(7)Where the competent authority fails to take a decision on the prospectus within the time limits laid down in sub-articles (1), (2) and (5), such failure shall not be deemed to constitute approval of the application.

(8)If the competent authority decides to approve a prospectus, it shall give the applicant written notice accordingly.

(9)If the competent authority decides to refuse a prospectus, it must give the applicant notice of its decision in writing stating the reasons for its refusal.

(10)The competent authority shall notify ESMA of the approval of a prospectus and any supplement thereto as soon as possible and in any event by no later than the end of the first working day after that approval is notified to the applicant.

Art. 15B

Notwithstanding the provisions of this Act or any other law, the issuer, the offeror, the person asking for the admission to listing and, or trading on an authorized regulated market, the guarantor or, when any of the foregoing is a legal entity, the members of its administrative, management or supervisory bodies, as the case may be, shall be jointly and severally responsible and civilly liable for the information submitted in a prospectus, and any supplement thereto.

(2)Notwithstanding the provisions of this Act or any other law, no civil liability shall attach to any person mentioned in sub-article (1) solely on the basis of the summary pursuant to Article 7 of the Prospectus Regulation or the specific summary of an EU Growth prospectus pursuant to the second sub-paragraph of Article 15(1) of the Prospectus Regulation, including any translation thereof, unless: (a) it is misleading, inaccurate or inconsistent, when read together with the other parts of the prospectus; or (b) it does not provide, when read together with the other parts of the prospectus, key information in order to assist investors when considering whether to invest in the securities.

(3)The persons responsible for the prospectus, and any supplement thereto in accordance with sub-article (1), shall be clearly Responsibility attaching to the prospectus.

Added by:

XLVI.2021.21.

F I N AN C I A L M A RKE TS identified in the prospectus by their names and functions or, in the case of legal entities, their names and registered offices, as well as declarations by them that, to the best of their knowledge, the information contained in the prospectus is factually correct and that the prospectus makes no omission likely to affect its import.

(4)The person mentioned in sub-article (1) shall be responsible for the information submitted in a registration document or in a universal registration document only in those cases where the registration document or the universal registration document is in use as a constituent part of an approved prospectus:

Provided that the provisions of this sub-article shall apply without prejudice to Articles 4 and 5 of the Transparency Directive where the information under those Articles is included in a universal registration document.

Notification of decision.

Substituted by:

XVII. 2002.114.

Amended by:

XX. 2007.30;

XX. 2013.30.

Substituted by:

XLVI.2021.22.

Art. 16

(1)The competent authority shall notify the applicant of its decision regarding the requested approval of the admissibility to listing of securities on a local regulated market within ten (10) working days of the submission of the application.

Provided that the time limit of twenty (20) working days shall only be applicable for the initial submission of the application.

Where subsequent submissions are necessary in accordance with subarticle (3), the time limit set out in sub-article (1) shall apply.

(3)Where the competent authority finds that the application is incorrect or incomplete and, or that supplementary information is required: (a) it shall inform the applicant of that fact promptly and at the latest within the time limits set out in sub-article

(1)or, as applicable, sub-article (2), as calculated from the date of the submission of the application; and (b) it shall clearly specify the changes or supplementary information that are required:

Provided that, in such cases, the time limit set out in subarticle (1) shall subsequently apply only from the date on which the revised application or the supplementary information requested are submitted to the competent authority.

(4)Where the applicant is unable or unwilling to make the necessary changes to the application or to provide the supplementary F I NANCIAL MAR KET S information requested in accordance with sub-article (3), the competent authority shall be entitled to refuse the approval of admissibility to listing of securities on a local regulated market and terminate the review process. In such a case, the competent authority shall notify the applicant of its decision and indicate the reasons for its refusal.

(5)Where the competent authority fails to take a decision on the application within the time limits laid down in sub-articles (1) and

(2), such failure shall not be deemed to constitute approval of the application.

(6)If the competent authority decides to approve the admissibility to listing of securities on a local regulated market, it shall give the applicant written notice accordingly.

(7)If the competent authority decides to refuse the admissibility to listing of securities on a local regulated market, it must give the applicant notice of its decision in writing stating the reasons for its refusal.

(8)For the purposes of this article "application" means an application for the approval of admissibility to listing of securities on a local regulated market made in terms of the provisions of this Act, and any regulations, or Capital Markets Rules issued thereunder.

Art. 17

(Deleted by: XLVI.2021.23).

Discontinuation or suspension.

Substituted by:

XVII. 2002.114.

Amended by:

IV. 2005.30;

XX. 2007.14, 27, 31;

XX. 2013.31;

XXXI. 2017.25.

Art. 18

18.(Deleted by: XLVI.2021.24).

Notice of discontinuation or suspension.

Substituted by:

XVII. 2002.114.

Amended by:

IV. 2005.30;

XX. 2007.14, 32.

Art. 19

19.(Deleted by: XLVI.2021.25).

Penalty in respect of contraventions.

Substituted by:

XVII. 2002.114.

Amended by:

IV. 2005.30;

XX. 2007.27, 33;

L.N. 424 of 2007;

X. 2011.16;

XIX. 2016.9.

Art. 19A

19A. (Deleted by: XLVI.2021.26).

Administrative penalties.

Added by:

XIX. 2016.10.

F I N AN C I A L M A RKE TS Sanctions on members of administrative, management or supervisory bodies of the legal entity.

Added by:

XIX. 2016.10.

Art. 19B

19B. (Deleted by: XLVI.2021.27).

Suspension of exercise of voting rights.

Added by:

XIX. 2016.10.

Art. 19C

19C. (Deleted by: XLVI.2021.28).

Relevant circumstances.

Added by:

XIX. 2016.10.

Art. 19D

19D. (Deleted by: XLVI.2021.29).

Notice of penalty.

Substituted by:

XVII. 2002.114.

Amended by:

XX. 2007.34;

21C. The obligation of professional secrecy shall not prevent the competent authority from exchanging confidential information or from transmitting confidential information to other European regulatory authorities, ESMA or ESRB, subject to constraints relating to firm-specific information and effects on third countries as provided for in Regulation (EU) No 1095/2010 and 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 respectively. Information exchanged between the competent authority and other European regulatory authorities, F I NANCIAL MAR KET S ESMA or the ESRB shall be covered by the obligation of professional secrecy, to which the persons employed or formerly employed by the competent authority receiving the information are subject.

Art. 21D

21D. The competent authority shall notify ESMA of any cooperation agreements it enters into providing for the exchange of information with the regulatory authorities or bodies enabled by their respective legislation to carry out tasks under the Directives and the Prospectus Regulation.

Art. 21E

21E. (1) For the purpose of making regulated information accessible on ESAP, the collection body shall be the Malta Stock Exchange, the latter being the officially appointed mechanism in terms of Article 21(2) of the Transparency Directive:

Notification to ESMA.

Added by:

XX. 2013.32.

Amended by:

XLVI.2021.36.

Added by:

XXXI. 2017.27.

Art. 24A

24A. The Malta Financial Services Authority established by the Malta Financial Services Authority Act shall be the designated competent authority in Malta for the purposes of implementing the relevant provisions of the CSDR, and any reference to the competent authority shall be read and construed accordingly.

Determination of an application.

Amended by:

XVII. 2002.110.

Substituted by:

XX. 2007.36.

Amended by:

XXXI. 2017.28.

Art. 25

25.(1) In determining an application the competent authority shall have regard to such information and other factors as it may consider relevant or material to the application.

(2)The competent authority may, upon receipt of an application duly made in accordance with this Part, in terms of the CSDR, grant or refuse to grant an authorisation. Where the competent authority issues an authorisation, the central securities F I NANCIAL MAR KET S depository shall be responsible for ensuring that the provisions of the CSDR as well as the provisions of the Act, regulations made thereunder and Financial Market Rules issued by the competent authority, which are applicable to central securities depositories are complied with.

(3)An authorisation shall state the date on which it shall take effect.

(4)Where the competent authority refuses an application for an authorisation it shall give the applicant a notice to that effect stating the reasons for the refusal.

(5)(Deleted by Act XXXI. 2017.28.)

(6)An authorisation may, in accordance with such regulations as may be prescribed, be varied, suspended or revoked by the competent authority.

(7)An authorisation issued to a central securities depository under this article shall identify the financial instruments, designated or otherwise, which the central securities depository would be authorised to provide services to and shall further identify the functions it is authorised to carry out.

Art. 26

26.Without prejudice to any other power or function conferred on it by law or regulation, the functions of a central securities depository shall include the services listed in the Annex to the CSDR.

Functions of a central securities depository.

Amended by:

XVII. 2002.110, 116.

Substituted by:

XX. 2007.36.

XXXI. 2017.29.

Art. 27

27.(1) An authorisation may be revoked by an order issued in writing by the competent authority at the request, or with the consent, of the central securities depository or otherwise as provided in this Act.

Revocation of an authorisation.

Added by:

XVII. 2002.117.

Substituted by:

XX. 2007.36.

Amended by:

XXXI. 2017.30.

(2)An authorisation may be revoked by an order issued in writing without the consent of a central securities depository, if it appears to the competent authority that the central securities depository: (a) is failing, or has failed, to satisfy the requirements for authorisation under the CSDR or under this Act, regulations or Financial Market Rules made hereunder; or (b) is failing or has failed, to comply with any other obligation imposed on it by or under the CSDR or this Act, regulations or Financial Market Rules made hereunder or has seriously or systematically infringed the requirements laid down in the CSDR or, where applicable, in MiFID or MiFIR; or (c) does not make use of the authorisation during twelve months, expressly renounces the authorisation or has provided no services or performed no activity during the preceding six months; or F I N AN C I A L M A RKE TS (d) has obtained the authorisation by making false statements or by any other unlawful means; or (e) no longer meets the conditions under which authorisation was granted and has not taken remedial actions requested by the competent authority within a set time frame.

(3)An order under sub-articles (1) and (2) revoking an authorisation hereinafter referred to as a "revocation order" shall specify the date on which it is to take effect.

(4)A revocation order may contain such transitional provisions and other terms and conditions as the competent authority may consider necessary or expedient.

(5)(Deleted by Act XXXI. 2017.30.).

Right of appeal.

Added by:

XXXI. 2017.31.

27A (Deleted by: XLVI.2021.39).

Special rules for designated financial instruments.

Amended by:

V.1992.2;

XVII. 2002.110, 118.

Substituted by:

XX. 2007.36.

Amended by:

XIX. 2010.22;

X. 2011.17.

Art. 28

(Deleted by Act XXXI. 2017.32.) Application of other articles.

Amended by:

V. 1992.2;

XVII. 2002.110, 119.

Substituted by:

XX. 2007.36.

Amended by:

XIX. 2010.23;

XLVI.2021.40.

Art. 29

29.The provisions of articles 4B, 6 and 9 of Part II of this Act shall apply mutatis mutandis to central securities depositories.

Powers of the Minister to make regulations.

Amended by:

XVII. 2002.110, 120.

Substituted by:

XX. 2007.36.

Amended by:

XIX. 2010.24;

XXXI. 2017.33.

Art. 30

30.(1) The Minister, acting on the advice of the competent authority, may make regulations setting out: (a) the requirements and conditions which must be satisfied by a person if it is to provide the services of a central securities depository in respect of which the competent authority may issue an ‘authorisation’ under this Act; (b) the requirements which a central securities depository must continue to satisfy if it is to remain authorised, including the amount of fees to be payable to the competent authority; (c) the circumstances and the manner in which an authorisation or the requirements and conditions to which it is subject may be varied, suspended or revoked;

F I NANCIAL MAR KET S (d) requirements for the authorisation, operation, functions, regulation and supervision of a central securities depository; (e) requirements for the creation, holding or evidencing of title to and rights in respect of Financial Instruments in a dematerialised form or represented in book-entry form as immobilisation; (f) arrangements for the investigation of complaints and or grievances about central securities depositories and remedies in respect thereof; (g) arrangements for the ascertainment of compliance by central securities depositories and the scrutiny of rules and requirements of central securities depositories; (h) exemptions from the requirement for an authorisation or from any provision of this Act which may be subject to such variations, additions, adaptations and modifications as may be prescribed and which may be subject to such conditions or other requirements, including other forms of authorisation and notification procedures; (i) (Deleted by Act XXXI. 2017.33.). (j) prescribing anything that is incidental to or connected with any of the above matters.

(2)Regulations made under this article may be made subject to such exemptions or conditions as may be specified therein, may make different provision for different categories or classes of financial instruments and for different circumstances or purposes.

(3)Regulations made under this article may impose administrative penalties and fines higher than one hundred and fifty thousand euro (€150,000), where deemed necessary or appropriate for any contravention of or failure of compliance with any EU Directive or EU Regulation or of any regulations made under this article to transpose or to give effect to any EU Directive or EU Regulation.

Added by:

XXXI. 2017.33.

Art. 31

31.The competent authority may from time to time issue Financial Market Rules which shall be binding on central securities depositories and on others as may be specified, and such Rules may be issued in respect of any matter raised in this Part, including Rules for the better regulation of and for securing compliance by c e n t r a l s e c u r i t i e s d e p o s i t o r i e s a n d t h e i r o ff i c i a l s w i t h t h e requirements and obligations arising under this Act or regulations made thereunder.

Financial Market Rules.

Amended by:

XVII. 2002.110, 121.

Substituted by:

XX. 2007.36.

Amended by:

XIX. 2010.25.

Art. 31A

31A. This Part shall be read and construed in accordance with the CSDR and, insofar as the provisions of this Part of this Act and any rules made thereunder are inconsistent with the provisions of the CSDR, the provisions of the CSDR shall prevail and the provisions of this Part of this Act and any rules made thereunder shall not apply to the extent of the inconsistency.

CSDR to prevail in case of any inconsistency.

Added by:

XXXI. 2017.34.

F I N AN C I A L M A RKE TS

31D. (1) Without prejudice to the provisions of Part III and to article 54, no covered bonds shall be issued in Malta by a credit institution unless and until a covered bond programme is approved by the competent authority.

(2)An application for the approval of a covered bond Requirement of a covered bond programme.

Added by:

IX.2023.5.

F I N AN C I A L M A RKE TS programme shall be in such form and accompanied by such documents and information and shall conform with such requirements as shall be specified in Covered Bonds Rules.

(3)The competent authority shall not approve a covered bond programme unless it is satisfied that – (a) the credit institution has an adequate programme of operations setting out the issue of covered bonds; (b) the credit institution has adequate policies, processes and methodologies aimed at investor protection for the approval, amendment, renewal and refinancing of loans included in the cover pool; (c) the credit institution has management and staff dedicated to the covered bond programme which have adequate qualifications and knowledge regarding the issue of covered bonds and the administration of the covered bond programme; (d) the administrative set-up of the credit institution’s cover pool and the monitoring thereof meets the applicable requirements laid down in this Act and any regulations and Covered Bonds Rules issued thereunder; (e) the credit institution satisfies the requirements of this Act, and any regulations and Covered Bonds Rules issued thereunder; and (f) the credit institution satisfies any other requirements that may be imposed by the competent authority.

(4)For the purposes of sub-regulation (3), a credit institution shall provide the competent authority with all the information necessary to enable the competent authority to satisfy itself of the credit institution’s compliance with the requirements of this Act and any regulations and Covered Bonds Rules issued thereunder.

(5)Information which the competent authority may require in connection with an application shall be provided in such form, and shall be verified in such manner, as the competent authority may direct.

(6)In determining an application, the competent authority may consider any information which it deems relevant to the application.

(7)The competent authority shall issue and publish Covered Bonds Rules as may be required in order to better implement the provisions of this article.

F I NANCIAL MAR KET S

Art. 31E

Where the competent authority finds that an application for the approval of a covered bond programme does not comply with article 31D(2) or that the covered bond programme does not meet the standards of completeness, comprehensibility and consistency necessary for its approval or that changes to the application or the covered bond programme are required or additional information is required: (a) Approval of the covered bond programme.

Added by:

IX.2023.5. it shall inform the applicant of that fact; and (b) it shall clearly specify the changes or additional information that are necessary.

(2)Where the applicant is unable or unwilling to make the necessary changes or to provide the additional information requested in accordance with sub-article (1), the competent authority shall be entitled to refuse the approval of the application and terminate the review process. In such cases, the competent authority shall notify the applicant of its decision in writing and specify the reasons for such refusal.

(3)Without prejudice to the provisions of sub-article (2), the competent authority shall determine an application for the approval of a covered bond programme by acting in any of the following ways: (a) granting an approval without conditions; (b) granting an approval subject to such conditions as it may deem appropriate; (c) refusing to grant an approval:

Provided that the competent authority may, at any time, vary or revoke any condition imposed in terms of paragraph (b).

(4)If the competent authority decides to approve a covered bond programme, it shall give the applicant written notice accordingly.

(5)If the competent authority decides to refuse a covered bond programme, it must give the applicant notice of its decision in writing stating the reasons for its refusal.

Art. 31F

31F. A credit institution shall provide the competent authority with details of any changes in the information provided under this Act or any regulations or Rules issued thereunder as soon as such credit institution becomes aware of such changes.

Changes in information.

Added by:

IX.2023.5.

Art. 31G

31G. Credit institutions issuing covered bonds shall register all their transactions in relation to the covered bond programme and shall have in place adequate and appropriate documentation systems and processes.

Registration of transactions in relation to the covered bond programme.

Added by:

IX.2023.5.

Power to make regulations.

Added by:

IX.2023.5.

F I N AN C I A L M A RKE TS

Art. 31H

The Minister, acting on the advice of the competent authority, may make regulations to give effect to the provisions of this Act, and without prejudice to the generality of the foregoing may, by such regulations, in particular, do any of the following: (a) regulate covered bonds and the issuance thereof, including in the case of the insolvency or resolution of a credit institution issuing covered bonds; and establish and provide for the structural features of covered bonds, including requirements for cover assets, collateral assets and other assets securing covered bonds as well as the methodology and process for the valuation thereof; requirements for a cover pool, its composition and for risk diversification therein; requirements for the segregation of cover assets including the segregation thereof in the case of the insolvency or resolution of a credit institution issuing covered bonds; requirements on the information to be provided to investors including on the frequency and publication thereof; coverage requirements including on the valuation of derivative contracts and on any interest payable in respect of outstanding covered bonds and interest receivable in respect of cover assets; and requirements for a liquidity buffer; (b) regulate the drawing-up, approval, publication and distribution in Malta of covered bond programmes, including those relating to covered bonds issued by credit institutions authorised in a country outside Malta and in such case, make provision for the approval of such covered bond programmes taking into account Malta’s international commitments; (c) provide for reporting requirements and the form and frequency thereof, including in the event of the insolvency or resolution of a credit institution issuing covered bonds, and for other requirements and conditions which a credit institution issuing covered bonds must satisfy on a continuing and ongoing basis and establish the circumstances and the manner in which requirements and conditions may be varied, suspended or revoked; (d) provide for the exercise of powers by the competent authority on credit institutions and others as may be specified therein; (e) provide for the establishment and imposition of administrative penalties or other administrative measures for breaches of this Act or any regulations or Covered Bonds Rules issued thereunder, and for appeals therefrom to the Financial Services Tribunal, as well as for the establishment and imposition of fines and other penalties;

F I NANCIAL MAR KET S (f) provide for the establishment and imposition of fines, other punishments and terms of imprisonment for contraventions of, or failure to comply with, this Act or any regulations or Covered Bonds Rules issued thereunder, and for appeals therefrom; (g) provide for any matter that the Minister may deem expedient, including the creation and exercise of rights by, or for the benefit of, the public, the imposition of duties and obligations on credit institutions issuing covered bonds or persons responsible for the management or administration thereof and the regulation of any fees and, or any other charges imposed directly or indirectly on investors; (h) provide for the keeping of records and for disclosure requirements; (i) regulate the promotion or sale of covered bonds; (j) provide for and regulate the payment by a credit institution issuing covered bonds or any other person, as the case may be, of application, approval or other fees and such other charges payable to the competent authority in respect of any matter provided for, by or under this Act or any regulations made under this article, as may be prescribed; (k) exempt any covered bonds or any categories thereof or any covered bonds issued before 8 July 2022 that comply with the requirements laid down in Article 52(4) of Directive 2009/65/EC, as applicable on the date of their issue, from any one or more of the provisions of this Act or any regulations made under this article subject to such variations, additions, adaptations and modifications as may be prescribed and subject to such conditions or other requirements, including other forms of authorisation and notification procedures, as may be prescribed; (l) transpose, implement and give effect to the provisions and requirements of the CBD and of any other Directives, Regulations or any other legislative measures of the European Union requiring transposition and, or implementation, as they may be amended from time to time, including any implementing measures that have been or may be issued thereunder; regulations made under this paragraph, and strictly related to transposition or implementation as aforesaid, may provide that any provision of this Act or of any other law shall not apply to matters falling under the regulations, and that in so far as any of the provisions of the regulations are inconsistent with the provisions of this Act or of any other law, such provisions in any such regulations shall prevail;

F I N AN C I A L M A RKE TS (m) prescribed; prescribe anything that is to be or which may be (n) provide for anything that is incidental to or connected with the matters referred to in paragraphs (a) to (m).

(2)Regulations made under this article may be made subject to such exemptions or conditions as may be specified therein, may make different provisions for different cases, circumstances or purposes and may give to the competent authority such powers of adaptation of the regulations as may also be so specified.

(3)Regulations made under this article may impose: (a) administrative penalties which may not exceed one hundred and fifty thousand euro (€150,000) for each infringement or failure to comply, as the case may be; (b) punishments or other penalties in respect of any contravention or failure to comply not exceeding a fine (multa)

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AI explanation based on the official legal text. Indicative, not a substitute for legal advice.