ACT No. XXIX of 2025 AN ACT to further amend various financial services laws.

I assent.

(L.S.)

MYRIAM SPITERI DEBONO

President

5th August, 2025

ACT No. XXIX of 2025

AN ACT to further amend various financial services laws.

BE IT ENACTED by the President, by and with the advice and

consent of the House of Representatives, in this present Parliament

assembled, and by the authority of the same as follows:-

(1) The short title of this Act is the Various Financial

Services Laws (Amendment No. 2) Act, 2025.

(2) The scope of this Act is to partially transpose the provisions

of Directive (EU) 2024/790 of the European Parliament and of the

Council of 28 February 2024 amending Directive 2014/65/EU on

markets in financial instruments, Directive (EU) 2017/828 of the

European Parliament and of the Council of 17 May 2017 amending

Directive 2007/36/EC as regards the encouragement of long-term

shareholder engagement, Directive (EU) 2023/2864 of the European

Parliament and of the Council of 13 December 2023 amending certain

Directives as regards the establishment and functioning of the

European single access point and Directive (EU) 2019/2034 of the

European Parliament and of the Council of 27 November 2019 on the

prudential supervision of investment firms and amending Directives

2002/87/EC, 2009/65/EC, 2011/61/EU, 2013/36/EU, 2014/59/EU and

2014/65/EU, and to make other amendments to various financial

services laws.

PART I

AMENDMENTS TO THE TRUSTS AND TRUSTEES ACT

This Part amends the Trusts and Trustees Act and shall be Amendments to

read and construed as one with the Trusts and Trustees Act, the

Trustees Act.

hereinafter in this Part referred to as the "principal Act".

Article 45 of the principal Act shall be amended as Amendment of

article 45 of the

follows

principal Act.

(a)

in sub-article (4) thereof the word "licence" shall be

substituted by the word "authorisation";

(b) immediately after sub-article (5) thereof there shall

be added the following new sub-article

"(6) The provisions of this article shall also apply,

mutatis mutandis, with respect to registration applied for in

accordance with article 43B.".

In paragraph (g) of article 46 of the principal Act the words Amendment of

"such authorisation." shall be substituted by the words "such article

principal Act.

authorisation:" and immediately thereafter there shall be added the

following new proviso

"Provided that the provisions of this article shall

also apply, mutatis mutandis, with respect to a registration

applied for in accordance with article 43B and granted in

accordance with article 45.".

Immediately after sub-article (3) of article 46A of the Amendment of

article 46A of

principal Act there shall be added the following new sub-article

the principal

Act.

"(4) The provisions of this article shall also apply,

mutatis mutandis, with respect to a registration applied for in

accordance with article 43B or a registration granted in

accordance with article 45, as applicable.".

In sub-article (1) of article 47 of the principal Act the Amendment of

words "which require authorisation" shall be substituted by the words article

principal Act.

"which require authorisation or registration".

PART II

AMENDMENTS TO THE FINANCIAL MARKETS ACT

This Part amends the Financial Markets Act and shall be Amendments to

read and construed as one with the Financial Markets Act, hereinafter the

Markets Act.

in this Part referred to as the "principal Act".

Sub-article (1) of article 2 of the principal Act shall be

amended as follows

(a)

immediately after the definition "collateral assets"

there shall be added the following new definition

" "collection body" shall have the same meaning as

assigned to it in article 2 of the ESAP Regulation;";

(b) immediately after the definition ""CTP" or

"consolidated tape provider"" there shall be added the following

new definition

" "data extractable format" shall have the same

meaning as assigned to it in article 2 of the ESAP

Regulation;";

(c)

immediately after the definition "EMIR" there shall

be added the following new definitions

" "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;";

(d) immediately after the definition "Member State"

there shall be added the following new definition

" "metadata" shall have the same meaning as

assigned to it in article 2 of the ESAP Regulation;";

(e)

immediately after the definition "overseas

regulatory authority" there shall be added the following new

definition

" "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);";

(f)

immediately after the definition "Prospectus

Regulation" there shall be added the following new definition

" "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, 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;".

Article 4F of the principal Act shall be amended as Amendment of

article 4F of the

principal Act.

(a)

sub-article (6) thereof shall be substituted by the

following new sub-article

"(6) A regulated market may temporarily halt or

constrain trading in emergency situations or in the event of

a significant price 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.";

(b) immediately after sub-article (8) thereof there shall

be added the following new sub-articles

"(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.".

Article 4G of the principal Act shall be amended as

(a)

in sub-article (1) thereof the words "for which

regulatory technical standards are developed by ESMA." shall

be substituted by the words "for which regulatory technical

standards are developed by ESMA:" and immediately thereafter

there shall be added the following new proviso

"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.";

(b) immediately after sub-article (2) thereof there shall

be added the following new sub-article

"(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.".

Article 4H of the principal Act shall be deleted.

Immediately after paragraph (da) of sub-article (1) of

article 11 of the principal Act there shall be added the following new

paragraph

"(db) to ensure a proxy advisor’s compliance with

transparency requirements as established in the Capital Markets

Rules;".

Immediately after article 21D of the principal Act there Addition of new

shall be added the following new article

(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

Provided that for the purpose of taking the

decisions referred to in article 39G, to the extent that the

said decisions concern transparency requirements

relating to regulated information, accessible on ESAP,

the collection body shall be the competent authority.

Such obligation shall apply with effect from 10 July

2026. (2) The information referred in the proviso to

sub-article (1) shall comply with the following

requirements

(a)

be submitted in a data extractable

format as defined in Article 2(3) of the ESAP

Regulation;

(b) be accompanied by the following

metadata

(i) all the names of the natural

persons or legal entity to which the

information relates;

(ii) where available, the legal entity

identifier of the legal entity, as specified

pursuant to Article 7(4)(b) of the ESAP

Regulation;

(iii) the type of information, as

classified pursuant to Article 7(4)(c) of the

ESAP Regulation;

(iv) an indication of whether the

information contains personal data.".

PART III

AMENDMENTS TO THE INVESTMENT SERVICES ACT

14. This Part amends the Investment Services Act and shall be Amendments to

read and construed as one with the Investment Services Act, the

hereinafter in this Part referred to as the "principal Act".

15. In sub-article (1) of article 2 of the principal Act the Amendment of

definition "multilateral system" shall be substituted by the following article

new definition

" "multilateral system" means a multilateral system as

defined in point (11) of Article 2(1) of MiFIR;".

16. Article 17A of the principal Act shall be amended as

follows

(a)

in sub-article (4) thereof the words "of the European

regulatory authority concerned" shall be substituted by the

words "of the European regulatory authority concerned, and

such request shall be verified in accordance with sub-article

(6)";

(b) in sub-article (5) thereof the words "that are located

in Malta" shall be substituted by the words "that are located in

Malta, and such request shall be verified in accordance with

sub-article (6)";

(c)

in sub-article (6) thereof the words "in terms of sub-

article (2)" shall be substituted by the words "in terms of sub-

articles (4) and (5)".

PART IV

AMENDMENTS TO THE BANKING ACT

17. This Part amends the Banking Act and shall be read and

construed as one with the Banking Act, hereinafter in this Part

referred to as the "principal Act".

18. In sub-article (5) of article 34 of the principal Act the

words "supervision of investment firms" shall be substituted by the

words "supervision of credit institutions and investment firms".

PART V

AMENDMENTS TO THE CONTROLLED COMPANIES

(PROCEDURE FOR LIQUIDATION) ACT

19. This Part amends the Controlled Companies (Procedure for

Liquidation) Act and shall be read and construed as one with the

Controlled Companies (Procedure for Liquidation) Act, hereinafter in

this Part referred to as the "principal Act".

20. In sub-article (2) of article 12 of the principal Act the

words "from the day of the decision of the Board" shall be substituted

by the words "from the day of service of the decision of the Board".

PART VI

AMENDMENTS TO THE COMPANY SERVICE

PROVIDERS ACT

21. This Part amends the Company Service Providers Act and Amendments to

shall be read and construed as one with the Company Service the

Service

Providers Act, hereinafter in this Part referred to as the "principal Providers

Act".

In sub-article (1) of article 9 of the principal Act the words Amendment of

"as the case may be." shall be substituted by the words "as the case article

principal Act.

may be:" and immediately thereafter there shall be added the

following new proviso

"Provided that where a person fails to comply with the

provisions of article 3(1) the Authority may, by notice in writing

and without recourse to a court hearing, impose on any such

person an administrative penalty which may not exceed one

hundred and fifty thousand euro (€150,000) for each breach or

failure to comply, as the case may be.".

Passed by the House of Representatives at Sitting No. 372 of the

30th July, 2025.

ANĠLU FARRUGIA

Speaker

ELEANOR SCERRI

Clerk of the House of Representatives

€0.90