# The Proxy Advisors (Shareholders' Rights) Regulations 2019, Regulation 2: Interpretation

Extent: E+W+S+N.I.

(1) In these Regulations—
“the Act” means the Financial Services and Markets Act 2000 ;
“the FCA” means the Financial Conduct Authority;
“proxy advisor” means a person who—
(a)is a proxy advisor within the meaning given by point (g) of Article 2 of the Shareholder Rights Directive ;
(b)provides proxy advisor services to a shareholder with respect to the shares of any company where—
(i)the company's registered office is situated in the United Kingdom ... or in Gibraltar; and
(ii) the shares are admitted to trading on a UK regulated market or a Gibraltar regulated market; and
(c)either—
(i)has its registered office (or if it does not have a registered office, its head office) in the United Kingdom; or
(ii)has its registered office or head office in any country or territory other than the United Kingdom ... or Gibraltar, and provides proxy advisor services through an establishment located in the United Kingdom; and
“proxy advisor services” means services provided by a person acting in the capacity of a proxy advisor within the meaning given by point (g) of Article 2 of the Shareholder Rights Directive.
(2) In paragraph (1)—
(a) “Shareholder Rights Directive” means Directive 2007/36/EC of the European Parliament and of the Council of 11 July 2007 on the exercise of certain rights of shareholders in listed companies as in force immediately before IP completion day; and
(b) in the definition of “proxy advisor”, in paragraph (b)—
(i) “regulated market” means a multilateral system operated or managed by a market operator, which brings together or facilitates the bringing together of multiple third-party buying and selling interests in financial instruments, in the system and in accordance with its non-discretionary rules, in a way that results in a contract, in respect of the financial instruments admitted to trading under its rules or systems;
(ii) “UK regulated market” means a regulated market which is a recognised investment exchange under section 285 of the Act, but not an overseas investment exchange within the meaning of section 313(1) of the Act;
(iii) “Gibraltar regulated market” means a regulated market which is authorised and functions regularly and in accordance with Part 3 of the Financial Services (Markets in Financial Instruments) Act 2018 of Gibraltar , as amended from time to time;
(iv) “shareholder” has the meaning given by Article 2.1(e) of the transparency obligations directive, within the meaning given in section 103(1) of the Act , as in force immediately before IP completion day.

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Source: https://www.legislation.gov.uk/uksi/2019/926/regulation/2 (the official version)
Page: https://openlegislation.uk/proxy-advisors-shareholders-rights-regulations-2019/regulation-2
Contains public sector information licensed under the Open Government Licence v3.0. Source: legislation.gov.uk, The National Archives.