Glossary of Terms

Capital Adequacy Directive” means the Directive of the European Parliament and of the Council on the capital adequacy of investment firms and credit institutions (No. 2006/49/EC)

CESR” means the Committee of European Securities Regulators (which, on 1 January 2011, officially became ESMA)

Council” means the Council of the European Union

CRD” means the Directive of the European Parliament and of the Council relating to the taking up and pursuit of the business of credit institutions (No. 2006/48/EC) and the Capital Adequacy Directive

Directive” means the Directive of the European Parliament and of the Council on Alternative Investment Fund Mangers, published in the Official Journal of the European Union on 1 July 2011 (No. 2011/61/EU)

ECOFIN” means the Economic and Financial Affairs Council made up of the economics and finance ministers of the EU member states, charged with the responsibility for approving the Directive on behalf of the Council of the European Union

ECON” means the Committee on Economic and Monetary Affairs, being the committee within the European Parliament charged with primary responsibility for the Directive

ESMA” means the European Securities and Markets Authority

ESRB” means the European Systemic Risk Board

FATF” means the Financial Action Task Force on anti-money laundering and terrorist financing

FCA” means the Financial Conduct Authority

FCA Handbook” means the handbook of rules and guidance made by the FCA’s board of directors

Issuer” means a company which has its registered office in the European Union and the shares of which are admitted to trading on a regulated market within the meaning of point (14) of Article 4(1) of MiFID

Level 2 Regulations” means the European Commission Delegated Regulation supplementing the Directive with regard to exemptions, general operating conditions, depositaries, leverage, transparency and supervision (No 231/2013 of 19.12.2012)

MiFID” means the Directive of the European Parliament and Council on markets in financial instruments (No. 2004/39/EC)

Non-Listed Companymeans a company which has its registered office in the European Union and the shares of which are not admitted to trading on a regulated market within the meaning of point (14) of Article 4(1) of MiFID

Prospectus Directive” means the Directive of the European Parliament and of the Council on the prospectus to be published when securities are offered to the public or admitted to trading (No. 2003/71/EC)

Second Company Law Directive” means the Directive of the European Parliament and of the Council on the formation of public limited liability companies and the maintenance and alteration of capital (No. 77/91/EEC)

SME” means small and medium-sized enterprises that fulfil the criteria laid down in Recommendation 2003/361/EC which are summarised in the table below. In addition to the staff headcount ceiling, an enterprise qualifies as an SME if it meets either the turnover ceiling or the balance sheet ceiling, but not necessarily both.

Enterprise category

Headcount

Turnover

or Balance sheet total

medium-sized

< 250

≤ € 50 million

≤ € 43 million

small

< 50

≤ € 10 million

≤ € 10 million

micro

< 10

≤ € 2 million

≤ € 2 million


Takeover Directive” means the Directive of the European Parliament and of the Council on takeover bids (No. 2004/25/EC)

UCITS Directive” means the Directive of the European Parliament and of the Council on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (No. 2009/65/EC)

UK Regulations” means the Alternative Investment Fund Managers Regulations 2013