S.L. 459.1 Art. 2Interpretation.

(1) In these regulations, unless the context otherwise requires -

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

European Union legislation; "book entry securities collateral" means financial collateral provided under a financial collateral arrangement which consists of instruments, title to which is evidenced by entries in a register or

*see regulation 1(2) of these Regulations as originally promulgated. account maintained by or on behalf of an intermediary;

"BRRD" means Directive 2014/59/EU of the European Parliament and of the Council of 15 May 2014 establishing a framework for the recovery and resolution of credit institutions and investment firms and amending Council Directive 82/891/EEC, and Directives 2001/24/EC, 2002/47/EC, 2004/25/EC, 2005/56/EC, 2007/36/EC, 2011/35/EU, 2012/30/EU and 2013/36/EU, and Regulations (EU) No 1093/2010 and (EU) No 648/2012, of the European Parliament and of the Council, as amended from time to time, and includes any binding legal instruments, guidelines and other measures that have been or may be issued thereunder; "cash" means money credited to an account in any currency, or similar claims for the repayment of money, including money market deposits;

"CCP RRR" means Regulation (EU) 2021/23 of the European Parliament and of the Council of 16 December 2020 on a framework for the recovery and resolution of central counterparties and amending Regulations (EU) No 1095/2010, (EU) No 648/2012, (EU) No 600/ 2014, (EU) No 806/2014 and (EU) 2015/2365 and Directives 2002/47/ EC, 2004/25/EC, 2007/36/EC, 2014/59/EU and (EU) 2017/1132, as amended from time to time, and includes any implementing measures that have been or may be issued thereunder;

"central counterparty" means an entity which is interposed between institutions and which acts as the exclusive counterparty of these institutions with regard to their transfer orders; "clearing house" means an entity responsible for the calculation of the net positions of institutions, a possible central counterparty and, or a possible settlement agent; "close-out netting provision" means a provision of a financial collateral arrangement, or of an arrangement of which a financial collateral arrangement forms part, or, in the absence of any such provision, any statutory rule by which, on the occurrence of a specified event, whether through the operation of netting or set-off or otherwise:

(a) the benefit of time for the performance of relevant obligations by the collateral provider may no longer be claimed and, or the relevant obligations become immediately due and expressed as an obligation to pay an amount representing their estimated current value, or are terminated and replaced by an obligation to pay such an amount; and, or

(b) an account is taken of what is due from each party to the other in respect of such obligations, and a net sum equal to the balance of the account is payable by the party from whom the larger amount is due to the other party;

"credit claims" means:

(a) pecuniary claims arising out of an agreement whereby a bank or credit institution within the meaning of regulation 4(1) grants credit in the form of a loan; or

(b) pecuniary claims due to a non-natural person, provided that the debtor of the claims granted as collateral is also a non-natural person; "EEA State" means any State which is a contracting party to the agreement on the European Economic Area signed at Oporto on the 2nd May, 1992, as adjusted by the Protocol signed in Brussels on 17th March, 1993 and as amended by any subsequent act; "equivalent collateral" means:

(a) in relation to cash, a payment of the same amount and in the same currency; and

(b) in relation to instruments:

(i) instruments of the same issuer or debtor, forming part of the same issue or class and of the same nominal amount, currency and description; or

(ii) any other assets provided as financial collateral where a financial collateral arrangement provides for the transfer of other assets following the occurrence of any event relating to or affecting any instruments provided as financial collateral;

"European Union" means the European Union referred to in the Treaty;

"Financial Collateral Arrangements Directive" means Directive 2002/47/EC of the European Parliament and of the Council of 6 June 2002 on financial collateral arrangements, as amended from time to time; "financial collateral arrangement" means:

(a) in the case of a title transfer financial collateral arrangement, an arrangement, including repurchase agreements, under which a collateral provider transfers full ownership of, or full entitlement to, financial collateral to a collateral taker for the purpose of securing or otherwise covering the performance of relevant financial obligations; and

(b) in the case of a security financial collateral arrangement, an arrangement under which a collateral provider provides financial collateral by way of security for the purpose of securing or otherwise covering the performance of relevant financial obligations to or in favour of a collateral taker, and where the full or qualified ownership of, or full entitlement to, the financial collateral remains with the collateral provider when the security right is established;

whether or not these arrangements are covered by a master agreement, standard form contract or general terms and conditions;

"instrument" means:

(a) shares in companies and other securities or participation interests or rights equivalent to shares in companies, partnerships and other entities;

(b) bonds and other securities giving rise to or acknowledging indebtedness;

(c) any other securities which give the right to acquire any such shares, bonds, or other securities or participation interests or rights by subscription, purchase or exchange or which give rise to a cash settlement (excluding instruments of payment), including units in collective investment schemes and money market instruments;

(d) to the extent not already mentioned above, any instrument as defined in article 2 of the Investment

Services Act; and

(e) claims relating to, or rights in, or in respect of, any of the securities, participation interests or rights and instruments in terms of paragraphs (a), (b), (c) or (d) hereof; "master agreement" means an agreement that provides the standard terms and conditions applicable to all or a defined subset of transactions that may be entered into from time to time, including the terms and conditions for close-out netting;

"Member State" means a State which is a member of the European Union;

"the Minister" means the Minister responsible for financial regulation;

"non-natural person" means any legal person, unincorporated firm or body of persons or partnership not being an individual;

"OECD country" means any country that is a member of the Organisation for Economic Co-operation and Development established in 1961; "publicly guaranteed undertakings" means any company or partnership whose obligations are by law guaranteed by the Government; "recognised jurisdiction" means:

(a) an EU Member State or an EEA State;

(b) any country that is a member of the Organisation for Economic Co-operation and Development (OECD);

(c) a country that is a signatory of the IOSCO Multilateral Memorandum of Understanding; or

(d) any other jurisdiction with whom the Authority established in terms of the Malta Financial Services Authority Act has a Memorandum of Understanding covering securities; "registered instrument" means an instrument in respect of which the owner’s name is recorded on the books of the issuer or the issuer’s agent;

"relevant account" in relation to book entry securities collateral means the register or account, which may be maintained by the collateral taker, in which the entries are made whereby such securities collateral is provided to the collateral taker and made subject to a financial collateral arrangement;

"relevant financial obligations" means the obligations which are secured by a financial collateral arrangement and which give a right to cash settlement and, or delivery of instruments, including:

(a) present or future, actual or contingent or prospective obligations (including such obligations arising under a master agreement or similar arrangement);

(b) obligations owed to the collateral taker by a person other than the collateral provider; or

(c) obligations of a specified class or kind arising from time to time; "reorganisation measures" means measures which involve any intervention by administrative or judicial authorities which are intended to preserve or restore the financial situation and which affect pre-existing rights of third parties, including but not limited to measures involving a suspension of payments, suspension of enforcement measures or reduction of claims. Such measures shall be deemed to include the appointment of a Special Controller in terms of article 329B of the Companies Act or the appointment of an equivalent or similar officer or controller under any other law; "right of use" means the right of the collateral taker to use and dispose of financial collateral provided under a security financial collateral arrangement as the owner of it in accordance with the terms of the security financial collateral arrangement; "settlement agent" means an entity providing to institutions and, or a central counterparty, settlement accounts through which transfer orders are settled and, as the case may be, extending credit to those institutions and, or central counterparties for settlement purposes; "specified event" means an event of default or any similar event as agreed between the parties on the occurrence of which, under the terms of a financial collateral arrangement or by operation of law, the collateral taker is entitled to realise or appropriate financial collateral or a close-out netting provision comes into effect; "the Treaty" has the same meaning assigned to it by article 2 of the European Union Act; "winding-up proceedings" means collective proceedings involving realisation of the assets and distribution of the proceeds among the creditors, shareholders or members as appropriate, which involve any intervention by administrative or judicial authorities, including where the collective proceedings are terminated by a composition or other analogous measure, whether or not they are founded on insolvency or are voluntary or ordered by the court.

(2) References in these regulations to financial collateral being "provided", or to the "provision" of financial collateral, are references to the financial collateral being delivered, transferred, held, registered or otherwise designated so as to be in the possession or under the control of the collateral taker or of a person acting on the collateral taker’s behalf: Provided that a collateral taker shall also be deemed to have control over financial collateral when this is held by a third party, non-natural person, who acts on the instructions of the collateral taker or of a person acting on his behalf, whether throughout the duration of the financial collateral arrangement or upon the occurrence of an event of default under the financial collateral arrangement:

Provided further that any right of substitution, right to withdraw excess financial collateral, right to give instructions in relation to an account until an event of default occurs, any right to exercise rights or receive the fruits attaching to or in respect of the financial collateral in favour of the collateral provider or, in the case of credit claims, any right to collect the proceeds thereof until further notice, shall not prejudice the financial collateral having been provided to the collateral taker as mentioned in these regulations: Provided further that in the case of financial collateral included under a collateral arrangement affecting all the property, present and future, of the debtor, including general hypothecs, the right of the collateral provider to freely dispose of or otherwise have possession or control of such financial collateral until the collateral taker exercises its enforcement rights against such financial collateral, shall not prejudice the financial collateral having been provided to the collateral taker as mentioned in these regulations.

(3) References in these regulations to "writing" include recording by electronic means and any other durable medium.