Article 2 Definitions

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 ^f1 ;

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 name;

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 ^f2 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 ^f3 , 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 ^f4 , 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 ^f5 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 ^f6 ;

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.