FINANCIAL MARKETS ACT (GREEN BONDS) REGULATIONS (greenbonds)

SUBSIDIARY LEGISLATION 345.29

FINANCIAL MARKETS ACT (GREEN BONDS)

REGULATIONS

14th March, 2025

LEGAL NOTICE 55 of 2025.

(1)

The title of these regulations is the Financial

Markets Act (Green Bonds) Regulations.

(2)

The scope of these regulations is to transpose Articles 44,

45, 49, 50, 51 and 52 of Regulation (EU) 2023/2631 of the European

Parliament and of the Council of 22 November 2023 on European

Green Bonds and optional disclosures for bonds marketed as

environmentally sustainable and for sustainability-linked bonds, and

they shall be interpreted and applied accordingly.

(3)

In the event of any conflict between any of the provisions

of these regulations and the provisions of the Green Bonds Regulation,

the provisions of the Green Bonds Regulation shall prevail.

(1)

In these regulations, unless the context otherwise

requires

"Act" means the Financial Markets Act;

"competent authority" means the Malta Financial

Services Authority established by the Malta Financial Services

Authority Act;

"Green Bonds Regulation" means Regulation (EU) 2023/

2631 of the European Parliament and of the Council of 22

November 2023 on European Green Bonds and optional

disclosures for bonds marketed as environmentally sustainable

and for sustainability-linked bonds as may be amended from

time to time, and includes any implementing measures that

have been or may be issued thereunder;

"issuer" shall have the same meaning as assigned to it in

paragraph (1) of Article 2 of the Green Bonds Regulation;

"originator" shall have the same meaning as assigned to

it in paragraph (19) of Article 2 of the Green Bonds Regulation;

(2)

(a)

Words and expressions used in these regulations

which are defined in Article 2 of the Green Bonds Regulation shall

have the same meaning assigned to them in the Green Bonds

Regulation; and

(b)

words and expressions used in the Act which are not

defined herein or in Article 2 of the Green Bonds Regulation shall

have the same meaning as in the Act.

(1)

The competent authority shall be the designated

competent authority in Malta for the purposes of implementing the

relevant provisions of the Green Bonds Regulation and to supervise

issuers and originators in accordance with Article 44 of the Green

Bonds Regulation. Any reference in these regulations to the competent

authority shall be read and construed accordingly.

(2)

Without prejudice to any other function conferred to it by

the Act or any other law, the competent authority shall have all the

supervisory and investigatory powers that are necessary to fulfil its

functions and duties prescribed by these regulations and, or the Green

Bonds Regulation, and in particular, it shall supervise the following

(a)

issuers of European Green Bonds as regards

compliance with their obligations under Articles 10 to 15a and

Articles 18 and 19 of the Green Bond Regulations;

(b)

issuers that use the common templates provided

for in Article 21 of the Green Bonds Regulation as regards

compliance with those templates; and

(c)

the compliance of originators with their

obligations under Articles 10 to 15a and Articles 18 and 19 of

the Green Bonds Regulation.

(3)

The competent authority shall not supervise issuers of

European Green Bonds that are covered by Article 1(2), paragraphs (b)

and (d), of Regulation (EU) 2017/1129 of the European Parliament and

of the Council of 14 June 2017 on the prospectus to be published when

securities are offered to the public or admitted to trading on a regulated

market, and repealing Directive 2003/71/EC.

(1)

Without prejudice to any other power conferred

upon it by the Act, these regulations, the Green Bonds Regulation or

any other applicable law, the competent authority shall have the

following powers

(a)

to require issuers to publish the European Green

Bond factsheets referred to in Article 10 of the Green Bonds

Regulation or to include in those factsheets the information

referred to in Annex I of the Green Bonds Regulation;

(b)

to require issuers to publish reviews and

assessments;

(c)

to require issuers to publish annual allocation

reports or include in annual allocation reports the information

referred to in Annex II of the Green Bonds Regulation;

(d)

to require issuers to publish an impact report or

include in the impact report the information referred to in

Annex III of the Green Bonds Regulation;

(e)

to require issuers to notify the competent authority

of the publication in accordance with Article 15(4) of the Green

Bonds Regulation;

(f)

where issuers use the common templates provided

for in Article 21 of the Green Bonds Regulation, to require

those issuers to include the elements referred to therein in their

periodic post-issuance disclosures;

(g)

to require auditors and the senior management of

the issuer to provide relevant information and documents;

(h)

to suspend an offer or admission to trading on a

regulated market of European Green Bonds for a maximum of

ten (10) consecutive working days on any single occasion

where there are reasonable grounds for suspecting that the

issuer has failed to comply with an obligation pursuant to

Articles 10 to 15a, or Articles 18 or 19 of the Green Bonds

Regulation;

(i)

to prohibit an offer or admission to trading on a

regulated market of European Green Bonds where there are

reasonable grounds for suspecting that the issuer continues to

fail to comply with an obligation pursuant to Articles 10 to 15a,

or Articles 18 or 19 of the Green Bonds Regulation;

(j)

to suspend advertisements for a maximum of ten

(10) consecutive working days, or require issuers of European

Green Bonds or financial intermediaries concerned to suspend

advertisements for a maximum of ten (10) consecutive working

days on any single occasion where there are reasonable grounds

for suspecting that the issuer has failed to comply with an

obligation pursuant to Articles 10 to 15a, or Articles 18 or 19 of

the Green Bonds Regulation;

(k)

to prohibit advertisements, or require issuers of

European Green Bonds or financial intermediaries concerned to

cease advertisements where there are reasonable grounds for

suspecting that the issuer continues to fail to comply with an

obligation pursuant to Articles 10 to 15a, or Articles 18 or 19 of

the Green Bonds Regulation;

(l)

to make public the fact that an issuer of European

Green Bonds fails to comply with the Green Bonds Regulation,

FINANCIAL MARKETS ACT (GREEN BONDS)

and to require that issuer to publish that information on its

website;

(m) to prohibit an issuer from issuing European Green

Bonds for a period not exceeding one (1) year in the event that

an issuer has repeatedly and severely infringed Articles 10 to

15a, or Articles 18 or 19 of the Green Bonds Regulation;

(n)

following a three (3) month period after the

requirement referred to in paragraph (l), to make public the fact

that the issuer of European Green Bonds no longer complies

with Article 3 of the Green Bonds Regulation as regards the use

of the designation "European Green Bond" or "EuGB", and to

require such issuer to publish that information on its website;

(o)

to carry out on-site inspections or investigations at

sites other than the private residences of natural persons, and

for that purpose to enter premises in order to access documents

and other data in any form, where a reasonable suspicion exists

that documents and other data related to the subject matter of

the inspection or investigation may be relevant to prove an

infringement of the Green Bonds Regulation.

(2)

Pursuant to these regulations and the Green Bonds

Regulation, a person making information available to the competent

authority shall not be considered to be infringing any restriction on the

disclosure of information imposed by contract or by any legislative,

regulatory or administrative provision, and shall not be subject to

liability of any kind for making such information available to the

competent authority.

(1)

Without prejudice to any other power of the

competent authority conferred to it under the Act, these regulations,

the Green Bonds Regulation or any other applicable law, the

competent authority shall, by notice in writing and without recourse to

a court hearing, have the power to impose administrative penalties and

take other appropriate administrative measures which shall be

effective, proportionate and dissuasive. Such administrative penalties

and other administrative measures shall be applied in any of the

following circumstances

(a)

infringements by issuers of their obligations under

Articles 10 to 15a, or Articles 18, 19 or 21 of the Green Bonds

Regulation; and

(b)

failure to cooperate or comply with an

investigation, with an inspection or with a requirement under

regulation 4(1).

(2)

Without prejudice to the powers of the competent

authority under the Act, these regulations, the Green Bonds Regulation

or any other law, the competent authority shall, in relation to the

infringements referred to in sub-article (1)(a), have the power to

impose the following administrative penalties and other administrative

measures

(a)

a public statement indicating the natural or legal

person responsible and the nature of the infringement in

accordance with regulation 4(1);

(b)

an order requiring the natural or legal person

responsible to cease the conduct constituting the infringement;

(c)

an order prohibiting the natural or legal person

responsible from issuing European Green Bonds for a period

not exceeding one (1) year;

(d)

maximum administrative penalties of at least

twice the amount of the profits gained or losses avoided

because of the infringement where those can be determined;

(e)

in the case of a legal person, maximum

administrative fines of five hundred thousand euro (€500,000),

or zero point five per cent (0.5%) of the total annual turnover of

that legal person according to the most recent available

financial statements approved by the management body

Provided that where the legal person is a parent

undertaking or a subsidiary of a parent undertaking which is

required to prepare consolidated financial statements in

accordance with Directive 2013/34/EU, the relevant total

annual turnover shall be the total annual turnover or the

corresponding type of income in accordance with the applicable

Union law in the field of accounting according to the most

recent available consolidated accounts approved by the

management body of the ultimate parent undertaking;

(f)

in the case of a natural person, a maximum

administrative penalty of fifty thousand euro (€50,000).

(3)

When determining the type and level of an administrative

penalty or other administrative measures to be imposed under these

regulations, the competent authority shall take into account all the

relevant circumstances including, where appropriate

(a)

the gravity and the duration of the infringement;

(b)

the degree of responsibility of the person

responsible for the infringement;

(c)

the financial strength of the person responsible for

the infringement as indicated by the total turnover of the

responsible legal person or the annual income and net assets of

the responsible natural person;

(d)

the impact of the infringement on the interests of

investors;

(e)

the importance of the profits gained or losses

avoided by the person responsible for the infringement or the

losses for third parties caused by the infringement, insofar as

they can be determined;

(f)

the level of cooperation with the competent

authority of the person responsible for the infringement,

without prejudice to the need to ensure disgorgement of profits

gained or losses avoided by such person;

(g)

previous infringements of these regulations or the

Green Bonds Regulation by the person responsible for the

infringement; and

(h)

any measures taken after the infringement by the

person responsible for the infringement to prevent its repetition.

(1)

The competent authority shall publish any

decision imposing an administrative penalty or other administrative

measures which it shall take under these regulations on its official

website, without undue delay, after the person on whom the penalty

was imposed has been notified of such decision. The publication shall

include information on the type and nature of the infringement and the

identity of the persons responsible

Provided that the competent authority is not obliged to

publish such information when the administrative measures imposed

are of an investigatory nature

Provided further that where the competent authority

publishes a decision imposing an administrative penalty or other

administrative measures against which there is an appeal before the

Financial Services Tribunal or the relevant judicial authorities, the

competent authority shall immediately add on its official website that

information and, at later stages, any subsequent related information on

the outcome of such appeal

Provided further that any decision of the Financial

Services Tribunal or other judicial decision annulling a decision of the

competent authority imposing an administrative penalty or other

administrative measures shall also be published.

(2)

Where the competent authority, following a case-by-case

assessment, considers that the publication of the identity of legal

persons or of the identity and personal data of natural persons, as the

case may be, would

(a)

be disproportionate, including risks in relation to

the protection of personal data;

(b)

jeopardise the stability of financial markets; or

(c)

jeopardise the pursuit of an ongoing investigation;

the competent authority shall adopt one (1) of the following

solutions in respect of the decision imposing an administrative penalty

or other administrative measures

(i)

defer the publication of the decision until

all the reasons for non-publication cease to exist;

(ii)

publish the decision on an anonymous

basis where such anonymous publication ensures the

effective protection of the personal data concerned; or

(iii) refrain from publishing the decision, where

the options referred to in sub-paragraphs (i) and (ii) are

considered to be insufficient to ensure

-

that the stability of financial markets would

not be put in jeopardy; or

-

the proportionality of the publication of

such a decision with regard to measures which are

deemed to be of a minor nature.

(3)

In the case of a decision to publish an administrative

penalty or other administrative measures on an anonymous basis in

terms of sub-paragraph (ii) of sub-regulation (2), the publication of the

relevant data may be postponed for a reasonable period where it is

expected that within that period the reasons for anonymous publication

will cease to exist.

(4)

The competent authority shall ensure that any publication

in accordance with this regulation shall remain on its official website

for a period of at least five (5) years after its publication

Provided that any personal data contained in the

publication shall be limited to what is necessary for the purposes of the

specific case and shall be kept on the official website of the competent

authority only for the period which is necessary in accordance with the

applicable data protection laws.

Subject to the provisions of the Act, these regulations

and the Green Bonds Regulation, any person in respect of whom a

decision is taken by the competent authority under the Act, these

regulations or the Green Bonds Regulation, may appeal to the

Financial Services Tribunal in accordance with article 21 of the Malta

Financial Services Authority Act and the provisions of the said article

shall apply mutatis mutandis.