CHAPTER IGENERAL PROVISIONS

Article 2Definitions

For the purposes of this Directive the following definitions shall apply:

  1. (a)
    F1regulated market means a regulated market as defined in point (21) of Article 4(1) of Directive 2014/65/EU of the European Parliament and of the Council 10 ;
  2. (b)

    ‘shareholder’ means the natural or legal person that is recognised as a shareholder under the applicable law;

  3. (c)

    ‘proxy’ means the empowerment of a natural or legal person by a shareholder to exercise some or all rights of that shareholder in the general meeting in his nameF1;

  4. (d)
    F2intermediary means a person, such as an investment firm as defined in point (1) of Article 4(1) of Directive 2014/65/EU, a credit institution as defined in point (1) of Article 4(1) of Regulation (EU) No 575/2013 of the European Parliament and of the Council 11 and a central securities depository as defined in point (1) of Article 2(1) of Regulation (EU) No 909/2014 of the European Parliament and of the Council 12 , which provides services of safekeeping of shares, administration of shares or maintenance of securities accounts on behalf of shareholders or other persons;
  5. (e)

    institutional investor means:

    1. (i)
      an undertaking carrying out activities of life assurance within the meaning of points (a), (b) and (c) of Article 2(3) of Directive 2009/138/EC of the European Parliament and of the Council 13 , and of reinsurance as defined in point (7) of Article 13 of that Directive provided that those activities cover life-insurance obligations, and which is not excluded pursuant to that Directive;
    2. (ii)
      an institution for occupational retirement provision falling within the scope of Directive (EU) 2016/2341 of the European Parliament and of the Council 14 in accordance with Article 2 thereof, unless a Member State has chosen not to apply that Directive in whole or in parts to that institution in accordance with Article 5 of that Directive;
  6. (f)

    asset manager means an investment firm as defined in point (1) of Article 4(1) of Directive 2014/65/EU that provides portfolio management services to investors, an AIFM (alternative investment fund manager) as defined in point (b) of Article 4(1) of Directive 2011/61/EU that does not fulfil the conditions for an exemption in accordance with Article 3 of that Directive or a management company as defined in point (b) of Article 2(1) of Directive 2009/65/EC, or an investment company that is authorised in accordance with Directive 2009/65/EC provided that it has not designated a management company authorised under that Directive for its management;

  7. (g)

    proxy advisor means a legal person that analyses, on a professional and commercial basis, the corporate disclosure and, where relevant, other information of listed companies with a view to informing investors’ voting decisions by providing research, advice or voting recommendations that relate to the exercise of voting rights;

  8. (h)
    related party has the same meaning as in the international accounting standards adopted in accordance with Regulation (EC) No 1606/2002 of the European Parliament and of the Council 15 ;
  9. (i)

    director means:

    1. (i)

      any member of the administrative, management or supervisory bodies of a company;

    2. (ii)

      where they are not members of the administrative, management or supervisory bodies of a company, the chief executive officer and, if such function exists in a company, the deputy chief executive officer;

    3. (iii)

      where so determined by a Member State, other persons who perform functions similar to those performed under point (i) or (ii);

  10. (j)

    information regarding shareholder identity means information allowing the identity of a shareholder to be established, including at least the following information:

    1. (i)

      name and contact details (including full address and, where available, email address) of the shareholder, and, where it is a legal person, its registration number, or, if no registration number is available, its unique identifier, such as legal entity identifier;

    2. (ii)

      the number of shares held; and

    3. (iii)

      only insofar they are requested by the company, one or more of the following details: the categories or classes of the shares held or the date from which the shares have been held.