Order of the Act on Securities Firms and Investment Services and Activities

Order of the Act on Securities Firms and Investment Services and Activities 1)

Hereby is ordered the Act on Securities Firms and Investment Services and Activities, cf. Consolidation Act No. 1438 of 18 November 2025, with the amendments that follow from Section 5, Nos. 3-7 and 21, of Act No. 712 of 20 June 2025, Section 4 of Act No. 1636 of 16 December 2025 and Section 4, No. 1, of Act No. 1638 of 16 December 2025.

The amendments that follow from Section 5, Nos. 25, 27 and 31, of Act No. 712 of 20 June 2025 on amending the Act on Financial Business, the Act on Alternative Investment Fund Managers etc., the Act on Investment Funds etc., the Money Laundering Act and various other laws (Handling of crypto exposures, preparation of ESG transition plans, new documentation requirements for institutions' management structure, allocation of responsibility and reporting lines, clearer rules for permits for credit institutions from countries outside the EU/EEA (third countries), new supervisory power for the Danish Financial Supervisory Authority to approve significant acquisitions of shareholdings in other companies, criminalization of the disclosure regulation, modernization of the rules in the AIF-UCITS II directive, strengthening the rules on combating national and international money laundering and establishment of a common European access point (ESAP) for submission of a number of published information etc.), are not incorporated in this consolidation act, as they enter into force on 2 July 2026, cf. Section 22, subsection 7, of Act No. 712 of 20 June 2025.

The amendments that follow from Section 5, Nos. 8, 9, 12, 13 and 18, of Act No. 712 of 20 June 2025 on amending the Act on Financial Business, the Act on Alternative Investment Fund Managers etc., the Act on Investment Funds etc., the Money Laundering Act and various other laws (Handling of crypto exposures, preparation of ESG transition plans, new documentation requirements for institutions' management structure, allocation of responsibility and reporting lines, clearer rules for permits for credit institutions from countries outside the EU/EEA (third countries), new supervisory power for the Danish Financial Supervisory Authority to approve significant acquisitions of shareholdings in other companies, criminalization of the disclosure regulation, modernization of the rules in the AIF-UCITS II directive, strengthening the rules on combating national and international money laundering and establishment of a common European access point (ESAP) for submission of a number of published information etc.), are not incorporated in this consolidation act, as they enter into force on 10 January 2030, cf. Section 22, subsection 12, of Act No. 712 of 20 June 2025.

The amendment that follows from Section 4, No. 7, of Act No. 1638 of 16 December 2025 on amending the Act on Capital Markets, the Act on Financial Business, the Act on Investment Funds etc. and various other laws (Abolition of national prospectus threshold, partial abolition of prohibition on share classes in financial companies, insurance companies and securities firms, amendment of publication requirements upon admission to trading on a multilateral trading facility, strengthening of the Danish Financial Supervisory Authority's independence etc.), is not incorporated in this consolidation act, as it enters into force on 6 June 2026, cf. Section 15, subsection 7, of Act No. 1638 of 16 December 2025.

The amendments that follow from Section 4, Nos. 2 and 4-6, of Act No. 1638 of 16 December 2025 on amending the Act on Capital Markets, the Act on Financial Business, the Act on Investment Funds etc. and various other laws (Abolition of national prospectus threshold, partial abolition of prohibition on share classes in financial companies, insurance companies and securities firms, amendment of publication requirements upon admission to trading on a multilateral trading facility, strengthening of the Danish Financial Supervisory Authority's independence etc.), are not incorporated in this consolidation act, as they enter into force on 25 June 2026, cf. Section 15, subsection 8, of Act No. 1638 of 16 December 2025.

The amendment that follows from Section 4, No. 3, of Act No. 1638 of 16 December 2025 on amending the Act on Capital Markets, the Act on Financial Business, the Act on Investment Funds etc. and various other laws (Abolition of national prospectus threshold, partial abolition of prohibition on share classes in financial companies, insurance companies and securities firms, amendment of publication requirements upon admission to trading on a multilateral trading facility, strengthening of the Danish Financial Supervisory Authority's independence etc.), is not incorporated in this consolidation act, as it enters into force on 5 December 2026, cf. Section 15, subsection 10, of Act No. 1638 of 16 December 2025.

Section I General Provisions Chapter 1 Scope of Application General rules on the scope of application

Section 1. This Act applies to securities firms and companies covered by Sections 2-9, cf. however subsections 2 and 3.

Subsection 2. Sections 67, 75-78, 80, 81, 94, 97, 101-103, 105-107, 109-113, 120-124, 128 and 129 and rules issued pursuant thereto do not apply to securities firms that are covered by Section 236 or meet the conditions in Article 1, subsections 2 and 5, of Regulation (EU) 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms.

Subsection 3. Chapters 18-21 apply only to securities firms that have permission to provide or perform one or both of the investment services and activities mentioned in Annex 1, Section A, Nos. 3 and 6.

Section 1a. For securities firms that have not met all the conditions for classification as small and non-connected securities firms, but subsequently meet the conditions, the requirements set out in this Act and in rules issued pursuant to the Act for securities firms that do not meet the conditions for classification as small and non-connected securities firms will no longer apply after a period of 6 months from the date on which the conditions are met. The requirements cease to apply only after the period mentioned in the first sentence, if a securities firm has continuously met all the conditions for classification as a small and non-connected securities firm without interruption during this period and the securities firm has notified the Danish Financial Supervisory Authority thereof.

Subsection 2. Securities firms that determine that they no longer meet all the conditions for classification as small and non-connected securities firms shall notify the Danish Financial Supervisory Authority thereof and comply with the requirements set out in this Act and in rules issued pursuant to the Act for securities firms that do not meet all the conditions for classification as small and non-connected securities firms. The requirements must be met no later than 12 months after the date on which the classification assessment took place.

Subsection 3. The requirements set out in Sections 67, 80, 81, 94, 105, 107 and 109-112 of this Act for securities firms that do not meet the conditions for small and non-connected securities firms apply to securities firms on an individual and consolidated basis, cf. however subsection 4. Notwithstanding the first sentence, the requirements set out in this Act and in rules issued pursuant to the Act for securities firms that do not meet all the conditions for classification as small and non-connected securities firms do not apply to subsidiaries that are included in a consolidated situation and are established in third countries, if the parent company in the European Union can demonstrate to the Danish Financial Supervisory Authority and other competent authorities in the Union for securities firms in the securities firm group that the application of the requirements set out in this Act is contrary to the legislation in the third country where these subsidiaries are established.

Subsection 4. If the Danish Financial Supervisory Authority has granted permission to use the group capital test in Article 8 of Regulation (EU) 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms, the requirements set out in this Act and in rules issued pursuant to the Act for securities firms that do not meet the conditions for small and non-connected securities firms apply to securities firms on an individual basis.

Other securities dealers

Section 2. For credit institutions and mortgage credit institutions that provide or perform investment services and activities covered by Annex 1, Sections 28 and 29, Section 30, subsection 2, No. 3, and subsection 4, Sections 45-48, Section 95, subsections 1-5 and 7, and Sections 96 and 108 and rules issued pursuant thereto as well as Chapters 22-27 apply.

Subsection 2. For investment management companies and alternative investment fund managers that provide investment services covered by Annex 1, Sections 45-48, Section 95, subsections 1-5 and 7, and Sections 96 and 108 and rules issued pursuant thereto as well as Chapters 22-27 apply.

Associated agents established in the country

Section 3. For associated agents established in the country, Section 28, subsections 2 and 3, Section 30, subsection 1, subsection 2, Nos. 1 and 2, and subsections 3 and 4, Section 232, Section 233, subsection 4, and Sections 259 and 262-264 and rules issued pursuant to Section 46 apply.

Securities holding companies, mixed holding companies and mixed financial holding companies

Section 4. For securities holding companies, Section 45, subsection 1, Chapter 8, Sections 67 and 71, Section 75, subsection 7, Sections 77, 78, 94, 99, 104, 107, 109-114, 128-131, 133, 136 and 138-142, Chapter 16, Sections 182, 183 and 186, Section 198, subsection 1, Sections 213, 216, 218, 219, 221-226, 228-230 and 232-235, Section 238, subsection 3, Section 242, subsections 1, 2 and 4-7, and Sections 244, 247, 248, 253, 259-273, 275 and 287 and rules issued pursuant thereto apply.

Subsection 2. For mixed holding companies, Sections 131, 138-142, 182, 183 and 186, Section 192, subsection 5, No. 13, Section 198, subsection 1, and Sections 213, 216, 218, 219, 221-224, 232, 253, 259-264, 266-273 and 275 apply.

Subsection 3. For mixed financial holding companies, Section 75, subsection 7, and Sections 219, 221, 223, 224, 232, 233, 253, 259-264, 266-273 and 275 apply.

EU/EEA companies

Section 5. For branches of investment firms, credit institutions and administration companies that have been granted permission to provide or perform investment services and activities in a country within the European Union or in a country with which the Union has concluded an agreement in the financial sector, Sections 219, 219a, 221, 223, 229, 232-235, 247, 249-252, 259-274, 277 and 287 apply. For branches of investment firms, Sections 38 and 40 also apply.

Subsection 2. Subsection 1 also applies to investment firms and credit institutions that carry out activities in the country through associated agents established in the country.

Section 6. For cross-border provision of investment services and activities carried out in the country by investment firms, credit institutions and administration companies that have been granted permission to provide or perform investment services and activities in a country within the European Union or in a country with which the Union has concluded an agreement in the financial sector, Sections 219a, 251, 252, 259 and 262-264 apply. For investment firms, Section 39 also applies.

Third-country companies

Section 7. For branches in the country of investment firms that have been granted permission to provide or perform investment services and activities with or without ancillary services in a country outside the European Union, with which the Union has not concluded an agreement in the financial sector, Sections 43-48 and 94, Section 95, subsections 1, 2 and 7, and Sections 96 and 108 and rules issued pursuant thereto apply. The provisions of the Companies Act on branches of foreign limited liability companies also apply.

Subsection 2. For branches in the country of credit institutions that have been granted permission to provide or perform investment services and activities with or without ancillary services in a country outside the European Union, with which the Union has not concluded an agreement in the financial sector, and which have been granted permission by the Danish Financial Supervisory Authority pursuant to the Act on Financial Business, Sections 44-48 and 94, Section 95, subsections 1, 2 and 7, and Sections 96 and 108 and rules issued pursuant thereto apply.

Subsection 3. The Act otherwise applies to the branches mentioned in subsections 1 and 2 with the deviations that the branch relationship necessitates.

Subsection 4. For investment firms and credit institutions that have been granted permission to provide or perform investment services and activities with or without ancillary services in a country outside the European Union, with which the Union has not concluded an agreement in the financial sector, and that carry out such activity in the country to retail customers or customers who can be treated as professional customers upon request, Section 42 applies.

Section 8. For cross-border provision of investment services and activities with or without ancillary services carried out in the country by investment firms that have been granted permission in a country outside the European Union, with which the Union has not concluded an agreement in the financial sector, and for which country the European Commission has not adopted a decision as referred to in Article 47, subsection 1, of Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, or where such a decision is no longer valid, Sections 41, 45-48, 232, 247, 259 and 262-264, Section 265, subsections 2 and 3, Section 267, subsections 1 and 2, and Section 272, subsection 1, and rules issued pursuant thereto and pursuant to Section 96, subsection 2, apply.

Subsection 2. For cross-border provision of investment services and activities with or without ancillary services provided or performed in the country by credit institutions that have been granted permission in a country outside the European Union, with which the Union has not concluded an agreement in the financial sector, and for which country the European Commission has not adopted a decision as referred to in Article 47, subsection 1, of Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, or where such a decision is no longer valid, and which have been granted permission by the Danish Financial Supervisory Authority pursuant to the Act on Financial Business, Sections 45-48, 232, 247, 259 and 262-264, Section 265, subsections 2 and 3, Section 267, subsections 1 and 2, and Section 272, subsection 1, and rules issued pursuant thereto and pursuant to Section 96, subsection 2, apply.

Suppliers and subcontractors

Section 9. For suppliers and subcontractors to outsourcing companies, Section 232, Section 233, subsection 4, and Sections 259 and 262-264 apply.

Chapter 2 Definitions

Section 10. In this Act, the following terms are understood as:

1. Small and non-connected securities firms: The securities firms that meet the conditions in Article 12, subsection 1, of Regulation (EU) 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms.

2. Investment services and activities: The services and activities mentioned in Annex 1, Section A, in connection with the instruments referred to in Annex 2.

3. Ancillary services: The services mentioned in Annex 1, Section B.

4. Financial instruments: The instruments listed in Annex 2.

5. Investment firm: A foreign legal or natural person whose regular occupation or business consists of providing or performing investment services and activities for third parties on a professional basis.

6. Credit institution: A foreign legal person whose business consists of receiving deposits or other funds from the public repayable on demand or agreed terms and lending for its own account.

7. Start capital: The capital that must be present to receive permission as a securities firm.

8. Solvency requirement: The requirement set in accordance with Section 120.

9. Capital requirement: The requirement set in accordance with Section 121.

10. Own funds requirement: The requirement set out in Part Three, Section I, of Regulation (EU) No 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms.

11. Branch: Another business place than the head office, which constitutes a non-independent part of a securities firm or an investment firm, and which provides or performs investment services and activities with or without ancillary services in accordance with the relevant securities firm's or investment firm's permission.

12. Associated agent: A physical or legal person who, under the unconditional responsibility of only one securities firm, one credit institution, one mortgage credit institution, one investment firm or one credit institution, acts on behalf of the principal vis-à-vis customers or potential customers, markets investment services and activities and ancillary services, receives and transmits customers' instructions or orders regarding investment services and activities or financial instruments, places financial instruments or advises customers or potential customers on such financial instruments or services.

13. Subsidiary: a) A company that is subject to controlling influence by a parent company, or b) a securities firm that is closely linked to a central body, the central body itself and their respective subsidiaries, cf. letter a), for the purpose of applying the rules in Chapter 20 on resolution groups, cf. Section 10, No. 63, letter b), taking into account which companies in the resolution group must meet a requirement for write-down eligible liabilities, cf. Section 198.

14. Parent company: A company that has one or more subsidiaries.

15. Group: A parent company with one or more subsidiaries, cf. Section 11.

16. Close links: a) Direct or indirect links of the type mentioned in No. 15, b) capital interests, which means a company's direct or indirect holding of 20 pct. or more of the voting rights or capital in a company, or c) several companies' or persons' common link, cf. letter a), with a company.

17. Consolidated situation: The situation that follows from the application of the requirements in Regulation (EU) No 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms in accordance with Article 7 on a parent investment firm in the European Union, parent investment holding company in the European Union or mixed financial parent holding company in the European Union, as if this company together with all investment firms, financing institutions, ancillary service companies and associated agents in the investment firm group constituted a single investment firm. For the purpose of this definition, the terms investment firm, financing institution, ancillary service company and associated agent also apply to companies established in third countries that, if they had been established in the European Union, would meet the definitions of these terms.

18. Consolidated level: Based on the consolidated situation.

19. Associated company: A company in which a securities firm and its subsidiaries hold shareholdings and exercise significant influence on the company's operational and financial management, but which is not a subsidiary of

fund broker company. A fund broker company and its subsidiaries are presumed to exercise significant influence if they collectively hold 20 percent or more of the voting rights.

20. Fund broker holding company: A financing institution whose subsidiaries are exclusively or primarily fund broker companies or financing institutions, where at least one of such subsidiaries is a fund broker company, and which is not a financial holding company as defined in Article 4(1)(20) of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions.

21. Mixed holding company: A parent undertaking other than a financial holding company, a fund broker holding company, a credit institution, a fund broker company or a mixed financial holding company, whose subsidiaries include at least one fund broker company.

22. Mixed financial holding company: An unregulated parent undertaking, which together with its subsidiaries, of which at least one is a regulated entity with its head office in the European Union, and other entities, constitutes a financial conglomerate.

23. Fund broker group: A group of undertakings consisting of a parent undertaking and its subsidiaries or of undertakings meeting the conditions in Article 22 of Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013 on annual accounts, consolidated accounts and related reports for certain types of undertakings, of which at least one is a fund broker company, and which does not include a credit institution.

24. Parent fund broker company in the European Union: A fund broker company in a Member State that is part of a fund broker group and has a subsidiary that is a fund broker company or a financing institution, or has capital interests in such a fund broker company or financing institution, and which itself is not a subsidiary of another fund broker company authorized in a Member State, or of a fund broker holding company or mixed financial holding company established in a Member State.

25. Parent fund broker holding company in the European Union: A fund broker holding company in a Member State that is part of a fund broker group and which itself is not a subsidiary of a fund broker company authorized in a Member State or of another fund broker holding company in a Member State.

26. Mixed financial parent holding company in the European Union: A parent undertaking of a fund broker group that is a mixed financial holding company.

27. Financing institution: An undertaking that is not a credit institution or a fund broker company, and which is not a purely industrial holding company, and whose main activity consists of acquiring shareholdings or in exercising one or more of the activities listed in points 2-12 and 15 of Annex I to Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and on the prudential supervision of credit institutions, including a financial holding company, a mixed financial holding company, an investment holding company, a payment institution as defined in Directive (EU) 2015/2366 of the European Parliament and of the Council of 25 November 2015 on payment services in the internal market and a portfolio management company, but excluding insurance holding companies or mixed insurance holding companies as defined in Article 212(1)(g) of Directive 2009/138/EC of the European Parliament and of the Council of 25 November 2009 on the taking-up and pursuit of the business of Insurance and Reinsurance.

28. Qualifying holding: A direct or indirect possession of at least 10 percent of the capital or voting rights or a share that makes it possible to exercise significant influence over the management of a fund broker company or a fund broker holding company.

29. Ultimate owner: Natural person who ultimately directly or indirectly owns or controls a sufficient portion of the qualifying holdings or voting rights, or who exercises control by other means.

30. Capital interests: An undertaking's direct or indirect possession of 20 percent or more of the capital or voting rights in an undertaking.

31. Shareholdings: Shares in limited liability companies (shares), in private limited companies (partnerships) and in the equity of other undertakings.

32. Systemic risk: A risk of disruption of the financial system that may have serious negative consequences for the financial system and the real economy.

33. Competent authority: A public authority or a public body in a Member State that is officially recognized and endowed by national law with the power to supervise investment firms as part of the applicable supervisory scheme in the relevant Member State.

34. Home country: A country within the European Union or a country with which the Union has concluded an agreement in the financial field, where the undertaking in question has its head office or statutory seat.

35. Host country: A country within the European Union or a country with which the Union has concluded an agreement in the financial field, where an investment firm has a branch and provides or performs investment services and activities, or a Member State where a regulated market makes the necessary facilities available to facilitate access for remote members or participants established in that Member State to trade in the investment firm's system.

36. Compliance with group capital test: A parent undertaking in a fund broker group fulfilling the requirements of Article 8 of Regulation (EU) No 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms.

37. Group supervisor: A competent authority responsible for supervising whether parent fund broker companies in the European Union and fund broker companies controlled by parent fund broker holding companies in the European Union or mixed financial parent holding companies in the European Union comply with the group capital test.

38. Outsourcing company: A fund broker company that outsources activities to a supplier.

39. Supplier: An undertaking that performs outsourced tasks for an outsourcing company.

40. Further outsourcing: A supplier's outsourcing of tasks that it performs under an agreement with an outsourcing company to a sub-supplier and the sub-supplier's possible further outsourcing of the tasks to the next link in the chain of sub-suppliers as well as any further outsourcing to other links in the chain of sub-suppliers.

41. Management body: The organ or organs in a fund broker company, at a market operator or at a data reporting service provider, which are appointed in accordance with national legislation, have the power to determine the entity's strategy, objectives and general management principles, and which oversee and monitor management's decision-making and include persons who manage the entity's day-to-day affairs.

42. Management body in its supervisory function: Management body acting in its capacity to control and monitor management's decision-making.

43. Senior management: The natural persons who in an investment firm, at a market operator or at a data reporting service provider have management functions and who are responsible to the management body for the entity's day-to-day management, including for the implementation of the company's policies for the distribution of services and products to customers and of its personnel policy.

44. Variable remuneration: Remuneration arrangements where the individual's remuneration is not known in advance, including bonus schemes, performance contracts, one-off payments and other similar arrangements that are not part of the fixed remuneration.

45. Gender-neutral remuneration policy: A remuneration policy based on equal pay for equal work or work of equal value regardless of the employee's gender.

46. Execution of orders for investors' account: Entering into agreements to buy or sell on behalf of investors one or more financial instruments.

47. Proprietary trading: Trading over own inventory, which results in transactions with one or more financial instruments.

48. Exposure: The sum of all exposures with a customer or a group of interconnected customers that entails a credit risk for the fund broker company, and shareholdings issued by the customer or by among a group of interconnected customers. As regards Sections 88 and 137, the following exposures are excluded: a) In foreign exchange transactions: Exposures arising in connection with the normal settlement of a transaction, within a period of 48 hours after payment has been made. b) In the purchase or sale of transferable securities: Exposures arising in connection with the normal settlement of a transaction, within a period of 5 working days after payment has been made or the transferable securities have been delivered, whichever date occurs first. c) In payment intermediation, including the execution of payment orders, clearing and settlement of transferable securities in any currency and correspondent bank or offering clearing, settlement and deposit of financial instruments to customers: Exposures regarding delayed receipt of funding and other exposures arising from customer activity, and which do not last longer than the following working day. d) In payment intermediation, including the execution of payment orders, clearing and settlement of transferable securities in any currency and correspondent bank: Intraday exposures with institutions providing these services.

49. Derivatives: The financial instruments defined in Annex 2, points 4-10.

50. Structured deposits: Deposits as defined in Article 2(1)(3)(c) of Directive 2014/49/EU of the European Parliament and of the Council of 16 April 2014 on deposit guarantee schemes, which shall be repaid in full at maturity using provisions according to which any interest or premium is paid or is at risk according to a formula that includes factors such as an index or a combination of indices, except for deposits with variable interest rates, the return of which is directly linked to an interest index such as EURIBOR or LIBOR, a financial instrument or a combination of financial instruments, a commodity or a combination of commodities or other tangible or intangible non-transferable assets or an exchange rate or a combination of exchange rates.

51. Multilateral system: Any system or facility where the buying and selling interests of different third parties in financial instruments can be brought together.

52. Multilateral Trading Facility (MTF): A multilateral system operated in accordance with the rules in Chapter 17, 18, 20, 22 and 23 of the Securities Markets Act.

53. Organised Trading Facility (OTF): A multilateral system that is not a regulated market or a multilateral trading facility (MTF).

54. Regulated Market: A multilateral system operated or managed by a market operator, which within the system and in compliance with fixed rules brings together the buying and selling interests of different third parties in financial instruments in connection with each other or promotes this in such a way that it results in the conclusion of an agreement on financial instruments that are admitted to trading under the market's rules or systems, and which is authorized and operates in accordance with the regulations and Part III of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments.

55. Trading Venue: A regulated market, a multilateral trading facility (MTF) or an organised trading facility (OTF).

56. Intermediary: An undertaking that is authorized to provide or perform investment services and activities as referred to in Annex 1, Section A, point 4, and which delivers services relating to the custody and administration of shares with voting rights in companies whose shares are admitted to trading on a regulated market.

57. Portfolio Manager: An undertaking that is authorized to provide or perform investment services and activities as referred to in Annex 1, Section A, point 4, and which delivers services relating to discretionary portfolio management regarding shares with voting rights in companies whose shares are admitted to trading on a regulated market.

58. Advisory Proxy: A legal person that professionally and commercially analyzes information from listed companies, and, if relevant, other information about the listed companies with a view to enabling investors to make informed decisions in connection with voting in those companies by providing research, advice or recommendations relating to the exercise of voting rights.

59. Accessory service company: An undertaking whose main activity consists in the ownership and management of real estate or the management of data processing services or a similar activity that has an accessory character in relation to the main activity of one or more fund broker companies.

60. Write-down eligible liabilities: Liabilities that are subject to bail-in and that are covered by Section 202 or Section 205.

61. Subordinated write-down eligible instruments: Instruments that meet the conditions in Article 72a, Article 72b(1) and (2), and Article 72c of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions.

62. Resolution Entity: An undertaking that is subject to resolution measures in a resolution plan drawn up in accordance with Section 184, or an undertaking that is subject to resolution measures in a group resolution plan drawn up in accordance with Section 186.

63. Resolution Group: a) A resolution entity and its subsidiaries. A subsidiary is not included in a resolution group if i) the subsidiary itself is a resolution entity, ii) the subsidiary is a subsidiary of another resolution entity or iii) the subsidiary is established in a third country, unless the subsidiary is included in the resolution group in accordance with the resolution plan. b) Fund broker companies that are closely linked to a central body, and the central body, when at least one fund broker company or the central body is a resolution entity. The subsidiaries of the fund broker companies and the central body are also included in the resolution group.

64. Liquidation Entity: a) An undertaking that, according to a resolution plan drawn up in accordance with Section 184, is to be placed in bankruptcy proceedings. b) An undertaking that, according to a group resolution plan drawn up in accordance with Section 186, is to be placed in bankruptcy proceedings. c) An undertaking in a resolution group that is not a resolution entity and is subject to a group resolution plan drawn up in accordance with Section 186, for which no exercise of write-down or conversion powers is determined, cf. Section 24 of the Act on Restructuring and Resolution of Certain Financial Undertakings.

65. Commodity and Emission Allowance Trader: An undertaking whose main activity consists exclusively of providing or performing investment services and activities in relation to commodity derivatives, commodity derivative contracts, derivatives of emission allowances or emission allowances as referred to in points 4-7 and 9-11 of Annex 2.

66. Severance Pay: Any form of payment that the recipient acquires the right to in connection with their departure, and which does not a) constitute salary or value of staff benefits during the notice period, b) constitute reasonable compensation for assuming non-compete clauses or client clauses or c) follow from mandatory legislation.

Groups Section 11. A parent undertaking together with one or more subsidiaries constitutes a group. An undertaking can only have one direct parent undertaking. If several undertakings meet one or more of the criteria in Section 12, it is solely the undertaking that actually exercises decisive influence over the economic and operational decisions of the undertaking that is considered to be the parent undertaking.

Section 12. Decisive influence is the power to steer a subsidiary's economic and operational decisions. Paragraph 2. Decisive influence in relation to a subsidiary exists when the parent undertaking directly or indirectly through a subsidiary owns more than half of the voting rights in an undertaking, unless it can clearly be demonstrated in special cases that such ownership does not constitute decisive influence. Paragraph 3. If a parent undertaking does not own more than half of the voting rights in an undertaking, decisive influence exists if the parent undertaking has 1) control over more than half of the voting rights by virtue of an agreement with other investors, 2) the power to manage the financial and operational affairs of an undertaking in accordance with a statute or agreement, 3) the power to appoint or dismiss the majority of the members of the senior management body and this body holds decisive influence over the undertaking or 4) control over the actual majority of votes at the general meeting or in a corresponding body and thereby holds the actual decisive influence over the undertaking. Paragraph 4. The existence and effect of potential voting rights, including subscription rights and call options on shareholdings, which can currently be exercised or converted, shall be taken into account when assessing whether an undertaking has decisive influence. Paragraph 5. When calculating voting rights in a subsidiary, voting rights attached to shareholdings owned by the subsidiary itself or its subsidiaries shall be disregarded.

Part II Authorization and Business etc. Chapter 3 Authorization and Application Securities Dealers and Authorization as Fund Broker Company Section 13. Undertakings that provide or perform investment services and activities covered by Annex 1, Section A, with financial instruments covered by Annex 2 as a regular occupation or on a professional basis are securities dealers and must have authorization as securities dealers, unless the business already has authorization pursuant to Section 7(1), Section 8(1), or Section 10(2) of the Financial Business Act. Securities dealers may also exercise one or more of the accessory services covered by Annex 1, Section B. Authorization to exercise one or more of these accessory services can only be granted in connection with authorization for the investment services and activities covered by Annex 1, Section A. The authorization must specify the activities in Annex 1 that the authorization covers. Paragraph 2. Securities dealers that do not have authorization pursuant to Section 7(1), Section 8(1), or Section 10(2) of the Financial Business Act are fund broker companies. Fund broker companies may only provide or perform investment services and activities and accessory services covered by Annex 1, cf. however Paragraph 6 and Sections 15 and 16. Paragraph 3. Securities dealers, Danmarks Nationalbank and the State Administration as well as credit institutions, investment firms and administration companies that meet the conditions in Sections 5, 38, 39 and 41-43 have the exclusive right to provide or perform investment services and activities covered by Annex 1, Section A, with financial instruments covered by Annex 2 and with the instruments covered by regulations established pursuant to Section 4(2) of the Securities Markets Act, cf. however Section 11(2) and Section 95(2) of the Act on Managers of Alternative Investment Funds etc. Paragraph 4. Paragraph 3 does not apply to an undertaking's execution of transactions with and intermediation of securities that the undertaking itself issues. Paragraph 5. The Danish Financial Supervisory Authority sets detailed rules on which physical and legal persons in addition to those covered by Paragraphs 2 and 3 may provide or perform investment services and activities covered by Annex 1, Section A. Paragraph 6. A fund broker company may deliver services with crypto-assets as specified in Article 60(3) of Regulation (EU) 2023/1114 of the European Parliament and of the Council of 31 May 2023 on markets in crypto-assets corresponding to the services that it is specifically authorized to provide under this law, if the company notifies the Danish Financial Supervisory Authority thereof at least 40 working days before these services are delivered for the first time. The notification must be accompanied by the information set out in Article 60(7) of Regulation (EU) 2023/1114 of the European Parliament and of the Council of 31 May 2023 on markets in crypto-assets.

Section 14. A fund broker company that has authorization to provide or perform investment services and activities covered by Annex 1, Section A, points 3 and 6, must have authorization as a credit institution pursuant to Section 7 of the Financial Business Act no later than on the date when 1) the average of the total monthly assets calculated over a period of 12 consecutive months amounts to or exceeds 30 billion euros or 2) the average of the total monthly assets calculated over a period of 12 consecutive months is less than 30 billion euros and the fund broker company is part of a group where the total value of the consolidated assets of all the group's undertakings established in the European Union, including all its branches and subsidiaries established in a third country, and which individually have total assets of less than 30 billion euros, and which perform activities as referred to in Annex 1, Section A, points 3 and 6, amount to or exceed 30 billion euros, both calculated as an average over a period of 12 consecutive months. Paragraph 2. A fund broker company covered by Paragraph 1, which has applied for authorization pursuant to Section 7 of the Financial Business Act, may provide or perform investment services and activities that the fund broker company is authorized to provide under its authorization pursuant to Section 13, until the Danish Financial Supervisory Authority has made a decision on whether authorization as a credit institution can be granted pursuant to Section 7 of the Financial Business Act. Paragraph 3. The Danish Financial Supervisory Authority may, notwithstanding Paragraph 1, based on the application received pursuant to Paragraph 1 and the information received pursuant to Article 95a of Directive 2014/65/EU, upon request from an undertaking as mentioned 26 April 2026. 8 Nr. 467.

In paragraph 1, the requirement that the company in question must have been granted authorization as a credit institution in accordance with Section 7 of the Act on Financial Business may be derogated from.

Investment services and activities with other instruments and contracts

Section 15. The Danish Financial Supervisory Authority may authorize investment firm companies to provide or perform investment services and activities, as referred to in Annex 1, Section A, with instruments and contracts that are covered by the decision of the Danish Financial Supervisory Authority pursuant to Section 4, paragraph 2, of the Capital Markets Act.

Section 16. The Danish Financial Supervisory Authority may lay down rules on which instruments and contracts, in addition to financial instruments covered by Annex 2, investment firm companies may provide or perform investment services and activities with.

Obligation and exclusive right to names

Section 17. Investment firm companies have the exclusive right to use the designation "investment firm company" (fondsmæglerselskab) in their name. Other companies must not use names or designations for their business that are likely to create the impression that they are investment firm companies.

Paragraph 2. Investment firm companies that are members of a regulated market have the exclusive right to use the designation "stockbroker company" (børsmæglerselskab) and may use this designation in their name instead of investment firm company. Other companies must not use names or designations for their business that are likely to create the impression that they are stockbroker companies.

Paragraph 3. Investment firm companies must use the designation investment firm company or stockbroker company in their name.

Start capital requirements

Section 18. A company applying for authorization as an investment firm company must have a start capital amounting to at least:

1. 75,000 euros for companies applying for authorization to provide or perform one or more investment services and activities covered by Annex 1, Section A, nos. 1, 2, 4, 5, and 7, and which do not have authorization to keep customers' money or securities.

2. 150,000 euros for companies applying for authorization to provide or perform investment services and activities that are not covered by no. 1, 3, or 4.

3. 750,000 euros for companies applying for authorization to provide or perform one or both of the investment services and activities covered by Annex 1, Section A, nos. 3 and 6.

4. 750,000 euros for companies applying for authorization to provide or perform both of the investment services and activities covered by Annex 1, Section A, nos. 3 and 9.

Paragraph 2. The start capital must be composed in accordance with Article 9 of Regulation (EU) 2019/2033 of the European Parliament and of the Council of 27 November 2019 on the prudential requirements for investment firms.

Declaration regarding the keeping of customers' money and securities

Section 19. Investment firm companies covered by Section 18, paragraph 1, no. 1, must submit a declaration to the Danish Financial Supervisory Authority once a year stating that the investment firm company does not keep customers' funds or securities. The declaration must be signed by the board and management of the investment firm company.

Conditions for granting authorization

Section 20. The Danish Financial Supervisory Authority shall, upon application, grant authorization as an investment firm company, pursuant to Section 13, when all of the following conditions are met:

1. The requirements for authorization in Section 18, paragraphs 1-3, are met.

2. The requirement for start capital in Section 18 is met.

3. The members of the applicant's board and management meet the requirements in Sections 75, 76, and 78.

4. The holders of qualifying holdings meet the requirements in Section 60, paragraph 1.

5. There are no close links between the applicant and other companies or persons that would hinder the effective exercise of the Danish Financial Supervisory Authority's functions.

6. The legislation of a country outside the European Union, with which the Union has not concluded an agreement in the financial sector, concerning a company or a person with which the applicant has close links, will not hinder the effective exercise of the Danish Financial Supervisory Authority's functions.

7. The applicant's organizational and administrative arrangements are sound.

8. The applicant has its head office and domicile in Denmark.

9. The applicant is admitted to the deposit and investor guarantee scheme.

Paragraph 2. The Danish Financial Supervisory Authority may refuse to grant authorization if the purpose of placing the head office and domicile in Denmark is solely to avoid being subject to the legislation of the country where the majority of the applicant's customers are resident.

Requirements for application for authorization

Section 21. An application for authorization to carry on investment firm business must contain the information necessary for the Danish Financial Supervisory Authority to assess whether the conditions in Section 20 are met, including information on the size of the qualifying holdings and information on the organizational and administrative arrangements for the proposed investment firm company. An application for authorization must also contain a business plan prepared by the applicant containing information on the nature of the proposed business.

Processing deadlines

Section 22. If the Danish Financial Supervisory Authority rejects an application for authorization to carry on investment firm business, this must be reasoned and communicated to the applicant no later than 6 months after receipt of the application, or, if the application is incomplete, no later than 6 months after the applicant has submitted the information necessary to make the decision. A decision must in any case be made no later than 12 months after receipt of the application. If the Danish Financial Supervisory Authority has not made a decision no later than 6 months after receipt of a complete application for authorization, the applicant may bring the matter before the courts.

Suspension of processing of application

Section 23. The Danish Financial Supervisory Authority may suspend the processing of an application for authorization to carry on investment firm business from applicants that are directly or indirectly owned by companies with their domicile in a country outside the European Union, with which the Union has not concluded an agreement in the financial sector, when the suspension is intended to comply with a provision on suspension from the Commission in accordance with EU acts in the financial sector.

Authorization for bridge institution

Section 24. The Danish Financial Supervisory Authority may grant authorization to provide or perform investment services and activities, as referred to in Section 13, to a bridge institution established in accordance with Section 21, paragraph 1, of the Act on Restructuring and Winding-up of Certain Financial Undertakings, which does not meet all conditions for obtaining authorization, if the Danish Financial Supervisory Authority assesses that this is necessary in order to achieve the resolution objectives. The requirements of Regulation (EU) No 2019/2033 of the European Parliament and of the Council of 27 November 2019 on the prudential requirements for investment firms must, however, be met. The Danish Financial Supervisory Authority shall simultaneously with the authorization set a deadline for compliance with the requirements to obtain authorization in accordance with Section 13, paragraph 1, cf. Section 20.

Paragraph 2. The Danish Financial Supervisory Authority may, when Finansiel Stabilitet establishes a bridge institution in accordance with Section 21, paragraph 1, of the Act on Restructuring and Winding-up of Certain Financial Undertakings, exempt Finansiel Stabilitet from complying with the rules for financial holding companies and mixed financial holding companies laid down in Regulation (EU) No 2019/2033 of the European Parliament and of the Council of 27 November 2019 on the prudential requirements for investment firms, this Act, or rules issued pursuant to the Act, taking into account the purpose of the relevant rules and the resolution objectives, cf. however paragraph 3. The Danish Financial Supervisory Authority shall set a deadline for Finansiel Stabilitet's exemption from the rules for financial holding companies and mixed financial holding companies. The deadline may be extended if the conditions in Section 22, paragraph 4, of the Act on Restructuring and Winding-up of Certain Financial Undertakings are met.

Paragraph 3. Notwithstanding paragraph 2, Chapter 12 on the disclosure of confidential information and Section 136 shall apply to Finansiel Stabilitet as a financial holding company or mixed financial holding company.

Registration with the Danish Business Authority

Section 25. When the Danish Financial Supervisory Authority has granted authorization as an investment firm company, pursuant to Section 20, the Danish Business Authority may make the necessary registrations.

Paragraph 2. Investment firm companies must, upon notification for registration, pursuant to paragraph 1, and upon notification of articles of association amendments, submit a dated copy of the articles of association with the complete new wording to the Danish Business Authority, which shall forward a copy to the Danish Financial Supervisory Authority.

Company form, share capital and own shares etc.

Section 26. Investment firm companies must be public limited companies with a board and management. Investment firm holding companies must be public limited companies or private limited companies.

Paragraph 2. The share capital or share capital must be paid in full. Intangible assets cannot be used to pay for share capital or share capital.

Paragraph 3. In investment firm companies, division of the share capital into share classes with different voting rights shall not take place.

Paragraph 4. Investment firm companies must not acquire own shares for consideration as owner or pledge, if the nominal value of the investment firm company's and its subsidiaries' total holding of shares in the investment firm company as a result of the acquisition will exceed 10%. In the permitted holding of own shares, shares acquired by a third party in its own name, but for the account of the investment firm company, are included.

Paragraph 5. The Danish Financial Supervisory Authority may lay down rules on the issuance of debentures with terms convertible into share or share capital by investment firm companies and investment firm holding companies, including to what extent Chapter 10 of the Companies Act applies.

Redemption of shares etc.

Section 27. Sections 110, 286, 306, and 318 k of the Companies Act shall not apply to investment firm companies and investment firm holding companies.

Chapter 4 Affiliated agents and other permitted business

Affiliated agents

Section 28. An investment firm company may appoint a natural or legal person as an affiliated agent.

Paragraph 2. An affiliated agent may perform the following activities on behalf of the investment firm company:

1. Market the investment firm company's investment services and activities and ancillary services, cf. Annex 1.

2. Conclude customer agreements for investment services, cf. Annex 1.

3. Receive and transmit orders on behalf of investors regarding one or more of the instruments listed in Annex 2, cf. Annex 1, Section A, no. 1, to the investment firm company that has appointed the agent.

4. Provide investment advice, cf. Annex 1, Section A, no. 5.

5. Place financial instruments without a firm commitment covered by Annex 1, Section A, no. 7.

6. Keep customers' money and financial instruments on behalf of the investment firm company that has appointed the agent.

Paragraph 3. An affiliated agent appointed by an investment firm company that is a distributor of structured deposits may sell or advise on structured deposits.

Investment firm company's responsibility for and supervision of affiliated agents

Section 29. An investment firm company must ensure that an affiliated agent complies with the rules laid down in this Act for carrying out activities covered by Section 28, paragraphs 2 and 3, rules laid down pursuant to this Act, and regulations issued pursuant to Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments. The investment firm company must also ensure that persons at the affiliated agent meet the requirements in Section 30, paragraph 2, no. 2.

Paragraph 2. If an affiliated agent keeps customers' money and financial instruments, the investment firm company must ensure that the agent complies with the organizational requirements following from Section 95 and rules issued pursuant thereto.

Paragraph 3. An investment firm company is financially responsible for the activities that an affiliated agent carries out in accordance with Section 28, paragraphs 2 and 3. The investment firm company must furthermore take all necessary measures to ensure that the agent's other activities do not harm the activities that the agent performs on behalf of the investment firm company.

Paragraph 4. An investment firm company must ensure that an affiliated agent, no later than in connection with a contact with a customer, discloses that they are an affiliated agent and the name of the investment firm company that the affiliated agent represents.

Registration of affiliated agents established in this country

Section 30. An affiliated agent established in this country must register itself in the Danish Financial Supervisory Authority's register of affiliated agents.

Paragraph 2. The Danish Financial Supervisory Authority shall register an affiliated agent when the following conditions are met:

1. The agent's board and management or the management responsible, if the business is operated as a partnership or sole proprietorship, demonstrate that they or the person in question

a) possess the experience, professional competence, and sufficient knowledge of the services that the business is to provide,

b) are not bankrupt, and

c) are not subject to criminal liability for violation of financial legislation or other relevant legislation, if the violation entails a risk that the person cannot perform their duties or position in a reliable manner.

2. The agent declares that the persons who carry out activities covered by Section 28, paragraphs 2 and 3, possess adequate knowledge and experience to be able to provide such services and can produce a certificate of good conduct without notation of unconditional imprisonment for 4 months or more for violation of Chapter 28 of the Criminal Code.

3. The investment firm company to which the agent is affiliated declares that it bears any financial liability that may follow from the agent's business.

Paragraph 3. An affiliated agent can only be affiliated with one company.

Paragraph 4. If an agent agreement between an investment firm company and an affiliated agent ceases, the company must notify the Danish Financial Supervisory Authority thereof as soon as possible. The Danish Financial Supervisory Authority shall then delete the affiliated agent from the Danish Financial Supervisory Authority's register of affiliated agents.

Other permitted business

Section 31. Investment firm companies may, regardless of Section 13, paragraph 1, jointly carry on other business with others, if

1. the investment firm company does not have direct or indirect controlling influence on the business,

2. the investment firm company does not carry on the business together with other investment firm companies or financial companies under the Act on Financial Business that are part of a group with the investment firm company, and

3. the business is carried on in a company other than the investment firm company.

Paragraph 2. If the investment firm company or a group comes to carry on other business in violation of paragraph 1 through acquisition, merger etc., the Danish Financial Supervisory Authority may set a deadline for the disposal of the business if an immediate disposal would be associated with an economic loss.

Section 32. Investment firm companies may only have subsidiaries that are investment firm companies or investment companies, cf. however paragraph 2.

Paragraph 2. The Danish Financial Supervisory Authority may grant authorization for an investment firm company to establish subsidiaries that are not investment firm companies or investment companies, and which provide one or more ancillary services covered by Annex 1, Section B. If there is reason to doubt that the investment firm company's administrative structure and financial situation are sound as a basis for the proposed establishment, the Danish Financial Supervisory Authority shall not grant authorization. The Danish Financial Supervisory Authority may withdraw the authorization if the conditions for the authorization are no longer met.

Paragraph 3. Investment firm companies that have obtained authorization for the establishment of subsidiaries pursuant to paragraph 2 must, when calculating the capital requirement based on the investment firm company's fixed overheads in accordance with Article 13 of Regulation (EU) No 2019/2033 of the European Parliament and of the Council of 27 November 2019 on the prudential requirements for investment firms, include the fixed overheads in the established subsidiaries.

Chapter 5 Cross-border business

Establishment of branches by investment firm companies in another EU/EEA country

Section 33. An investment firm company that intends to establish a branch in another country within the European Union or in a country with which the Union has concluded an agreement in the financial sector must notify this to the Danish Financial Supervisory Authority together with the following information about the branch:

1. In which country the branch is intended to be established.

2. A business plan containing information on the organization and the planned investment services and activities and any ancillary services covered by Annex 1.

3. The address of the branch.

4. The names of the branch's management members.

5. Information on whether the branch intends to use affiliated agents, and the identity of these.

Paragraph 2. If the investment firm company intends to carry on business through an affiliated agent established in another country within the European Union or in a country with which the Union has concluded an agreement in the financial sector, without establishing a branch, the investment firm company must notify this to the Danish Financial Supervisory Authority together with the following information:

1. In which country the affiliated agent is established.

2. A description of the affiliated agent's business, including a description of the planned use of the affiliated agent.

3. Information on the investment firm company's organization, including reporting lines indicating how the relevant affiliated agent is integrated into the business structure.

4. The name and address of the affiliated agent and the management of the affiliated agent.

Paragraph 3. Upon the establishment of a branch or the use of an affiliated agent established in a country within the European Union or in a country with which the Union has concluded an agreement in the financial sector, the Danish Financial Supervisory Authority must, no later than 3 months after receipt of the information, forward the information mentioned in paragraphs 1 and 2, together with a declaration that the planned activities are covered by the investment firm company's authorization, and information on the investor and deposit guarantee scheme, to the supervisory authorities in the host country, cf. however paragraph 4. The Danish Financial Supervisory Authority shall simultaneously notify the investment firm company that the information has been forwarded to the supervisory authorities in the host country.

Paragraph 4. The Danish Financial Supervisory Authority may refrain from forwarding the information pursuant to paragraph 3 if there is reason to doubt that the investment firm company's administrative structure and financial situation are sound as a basis for the proposed establishment. The Danish Financial Supervisory Authority shall notify the investment firm company thereof no later than 2 months after receipt of the information in paragraphs 1 and 2.

Paragraph 5. The investment firm company may not commence business through a branch or an affiliated agent no later than 2 months after the host country's supervisory authorities have received information pursuant to paragraph 3, cf. however paragraph 4.

Paragraph 6. The investment firm company must notify the Danish Financial Supervisory Authority of any change in the circumstances disclosed pursuant to paragraph 1 or 2 no later than 1 month before the change is made. If it is not possible for the investment firm company to notify the Danish Financial Supervisory Authority of the change no later than 1 month before the change is made, notification must be made as soon as possible thereafter. The Danish Financial Supervisory Authority shall notify the host country's supervisory authorities of such changes.

Cross-border provision of services by investment firm companies in another EU/EEA country

Section 34. An investment firm company that intends to provide cross-border services in another country within the European Union or in a country with which the Union has concluded an agreement in the financial sector must notify this to the Danish Financial Supervisory Authority together with the following information:

1. In which country the services are intended to be provided.

2. A business plan containing information on the planned investment services and activities and any ancillary services covered by Annex 1.

3. Information on whether the investment firm company intends to use affiliated agents established in this country, and the identity of these.

Paragraph 2. The Danish Financial Supervisory Authority must, no later than 1 month after receipt of the information in paragraph 1, forward this together with a declaration that the planned services are covered by the investment firm company's authorization. The Danish Financial Supervisory Authority shall simultaneously notify the investment firm company that the information has been forwarded to the supervisory authorities in the host country. The planned services may commence when the Danish Financial Supervisory Authority has forwarded the information to the supervisory authorities in the host country.

Paragraph 3. The investment firm company must notify the Danish Financial Supervisory Authority of any change in the circumstances disclosed pursuant to paragraph 1 no later than 1 month before the change is made. If it is not possible for the investment firm company to notify the Danish Financial Supervisory Authority of the change no later than 1 month before the change is made, notification must be made as soon as possible thereafter. The Danish Financial Supervisory Authority shall notify the host country's supervisory authorities of such changes.

Establishment of branches by investment firm companies in a third country

Section 35. An investment firm company that intends to establish a branch in a country outside the European Union, with which the Union has not concluded an agreement in the financial sector, must have the authorization of the Danish Financial Supervisory Authority for this. If there is reason to doubt that the investment firm company's administrative structure and financial situation are sound as a basis for the proposed establishment, the Danish Financial Supervisory Authority may reject an application for authorization.

Cross-border provision of services by investment firm companies in a third country

Section 36. An investment firm company that intends to provide services in a country outside the European Union, with which the Union has not concluded an agreement in the financial sector, must, no later than 1 month before the planned services commence, notify this to the Danish Financial Supervisory Authority together with information on the investment services and activities with or without ancillary services covered by Annex 1 that are intended to be provided or performed, and in which country. If it is not possible to notify the Danish Financial Supervisory Authority thereof no later than 1 month before the planned services commence, notification must be made as soon as possible thereafter.

Paragraph 2. The investment firm company must notify the Danish Financial Supervisory Authority of any change in the circumstances disclosed pursuant to paragraph 1 no later than 1 month before the change is made. If it is not possible to notify the Danish Financial Supervisory Authority of the change no later than 1 month before the change is made, notification must be made as soon as possible thereafter.

Subsidiaries of Securities Firms Abroad § 37. A securities firm that intends to establish a subsidiary, which is an investment company, in a country outside the European Union, for which the Union has not concluded an agreement in the financial sector, must obtain the approval of the Danish Financial Supervisory Authority (Finanstilsynet) for this purpose. If there is reason to doubt that the securities firm's administrative structure and financial situation are sound as a basis for the intended establishment, the Danish Financial Supervisory Authority may refuse an application for approval.

Establishment of Branches by EU/EEA Investment Companies in Denmark § 38. An investment company that has been granted authorization in another country within the European Union or in a country with which the Union has concluded an agreement in the financial sector may begin to conduct business in this country through a branch or through an associated agent established in this country, no later than 2 months after the Danish Financial Supervisory Authority has received notification thereof from the supervisory authorities in the home country, cf. paragraphs 2 and 3. The branch may provide or perform investment services and activities with or without ancillary services covered by Annex I, if the investment services and activities are covered by the investment company's authorization in the home country. The provisions of the Companies Act regarding branches of foreign capital companies apply to the branch.

Paragraph 2. The Danish Financial Supervisory Authority must receive the following information about the branch from the supervisory authorities in the home country:

1. A business plan containing information about the organization and the planned investment services and activities and any ancillary services covered by Annex I.
2. A declaration that the planned activities are covered by the investment company's authorization in the home country.
3. The address of the branch.
4. The names of the branch's management members.
5. Information on whether the branch intends to use associated agents, and the identity of these.
6. Information on any guarantee scheme in the home country that covers the branch's investors.

Paragraph 3. If the investment company intends to conduct business in this country through an associated agent established in this country without establishing a branch, the Danish Financial Supervisory Authority must receive the following information from the supervisory authorities in the home country:

1. A description of the associated agent's business, including a description of the planned use of the associated agent.
2. Information about the investment company's organization, including reporting lines indicating how the relevant agent is integrated into the corporate structure.
3. The name and address of the associated agent and the management of the associated agent.

Paragraph 4. The Danish Financial Supervisory Authority must receive notification of any change to the circumstances reported pursuant to paragraphs 2 and 3, no later than 1 month before the change is made. If it is not possible to notify the Danish Financial Supervisory Authority of the change no later than 1 month before the change is made, notification must be made as soon as possible thereafter.

Cross-Border Services by EU/EEA Investment Companies in Denmark § 39. An investment company that has been granted authorization in a country within the European Union or in a country with which the Union has concluded an agreement in the financial sector may begin to provide cross-border services in this country when the Danish Financial Supervisory Authority has received notification thereof from the supervisory authorities in the home country. The investment company may provide or perform investment services and activities with or without ancillary services covered by Annex I, if the investment services and activities are covered by the investment company's authorization in the home country.

Paragraph 2. The Danish Financial Supervisory Authority must receive the following information from the supervisory authorities in the home country:

1. A business plan containing information about the planned investment services and activities and any ancillary services covered by Annex I.
2. A declaration that the services are covered by the investment company's authorization in the home country.
3. Information on whether the investment company intends to use associated agents established in the home country, and the identity of these.

Use of Name by Investment Companies § 40. An investment company may use the same name as the investment company uses in its home country. If there is a risk of confusion with another name used in this country, the Danish Business Authority may require an explanatory addition.

Cross-Border Services by Third-Country Investment Companies in Denmark § 41. An investment company that has been granted authorization in a country outside the European Union, for which the Union has not concluded an agreement in the financial sector, and for which the European Commission has not adopted a decision as referred to in Article 47(1) of Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, or where such a decision is no longer valid, must obtain approval from the Danish Financial Supervisory Authority to provide or perform investment services and activities with or without ancillary services as specified in Annex I in this country to approved counterparties or professional customers.

Paragraph 2. The Danish Financial Supervisory Authority may refuse to grant approval pursuant to paragraph 1 if the legislation in the country where the investment company is authorized and supervised makes it difficult for the Danish Financial Supervisory Authority to perform its tasks.

Paragraph 3. The Danish Financial Supervisory Authority may withdraw an approval granted pursuant to paragraph 1 if the conditions for the approval are no longer met, or if the Danish Financial Supervisory Authority cannot normally recover tax payments pursuant to Section 363 b, paragraph 4, of the Act on Financial Business.

Paragraph 4. The Danish Financial Supervisory Authority sets rules regarding the application procedure pursuant to paragraph 1, including which documentation must be sent to the Danish Financial Supervisory Authority in connection with the application.

Establishment of Branches by Third-Country Investment Companies Providing Investment Services and Activities to Retail Customers or Customers Who May Be Treated as Professional Customers Upon Request § 42. An investment company that has been granted authorization in a country outside the European Union, for which the Union has not concluded an agreement in the financial sector, that intends to provide or perform investment services and activities with or without ancillary services as specified in Annex I in this country to retail customers or customers who may be treated as professional customers upon request, must obtain approval for the establishment of a branch pursuant to Section 43, paragraph 1, cf. however paragraph 2.

Paragraph 2. There is no requirement for branch establishment pursuant to paragraph 1 for the provision or performance of investment services and activities that are initiated solely on the customer's own initiative. However, such an initiative does not give the investment company the right to market other investment services and activities, including new categories of investment products, to the customer other than through a branch.

Paragraph 3. If the investment company, including through an entity acting on behalf of the investment company or having close links to the investment company, or any person acting on behalf of this entity, contacts customers or potential customers in this country, this is not considered the provision or performance of investment services and activities initiated solely on the customer's own initiative, unless it concerns an intra-group connection.

Establishment of Branches by Third-Country Investment Companies in Denmark § 43. An investment company that has been granted authorization in a country outside the European Union, for which the Union has not concluded an agreement in the financial sector, must obtain approval from the Danish Financial Supervisory Authority to provide or perform investment services and activities with or without ancillary services as specified in Annex I in this country through a branch.

Paragraph 2. For the purpose of the Danish Financial Supervisory Authority's processing of the application for branch approval, the investment company must submit the following information:

1. The name of the competent authority in the home country and, if there are several competent authorities, information about their respective areas of competence.
2. Information about the investment company's name, legal form, statutory seat and address, members of the management body, and relevant shareholders.
3. A description of the branch's business, including information about the organization and the planned activities, and a description of any outsourcing of significant operational functions to third parties.
4. The names of the persons responsible for the management of the branch, and documentation that they meet the requirements in Section 20, paragraph 1, no. 3, and Section 78.
5. Information about the start-up capital over which the branch has free disposal.

Paragraph 3. The Danish Financial Supervisory Authority grants approval pursuant to paragraph 1 when it is demonstrated that all the following conditions are met:

1. The activities for which approval is sought are covered by the investment company's authorization, and the investment company is subject to supervision by a competent authority in the home country.
2. There is an international cooperation agreement between the Danish Financial Supervisory Authority and the competent authorities in the investment company's home country, containing provisions on the exchange of information with a view to preserving market integrity and protecting customers.
3. The branch has free disposal of sufficient start-up capital.
4. The branch's management members meet the requirements in Section 20, paragraph 1, no. 3, and Section 78.
5. The investment company's home country has concluded an agreement with Denmark that fully complies with the standards in Article 26 of the Organisation for Economic Co-operation and Development (OECD)'s Model Tax Convention on Income and on Capital, and which ensures effective exchange of information on tax matters, including multilateral tax agreements.
6. The investment company participates in an investor compensation scheme that is approved or recognized pursuant to Directive 97/9/EC of the European Parliament and of the Council of 3 March 1997 on investor-compensation schemes.
7. The branch will be able to meet the requirements in Sections 44-48 and 94, Section 95, paragraphs 1, 2 and 7, Section 96 and Section 108 and rules issued pursuant thereto, Sections 88-95, 98-109, 114 and 135-140, Section 196, paragraph 2, and Sections 214 and 218 of the Act on Capital Markets and Articles 3-26 of Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and measures adopted pursuant thereto.

Paragraph 4. The Danish Financial Supervisory Authority notifies whether approval may be granted within 6 months after receipt of a complete application.

Paragraph 5. Sections 163 and 164 apply mutatis mutandis to the withdrawal of approval granted pursuant to paragraph 1. In addition to the cases mentioned in Sections 163-164, the Danish Financial Supervisory Authority may withdraw an approval granted pursuant to paragraph 1 if the Danish Financial Supervisory Authority cannot normally recover tax payments pursuant to Section 363 b, paragraph 3, of the Act on Financial Business.

Reporting Requirements for Branches of Third-Country Investment Companies § 44. A branch of an investment company that has been granted authorization in a country outside the European Union, for which the Union has not concluded an agreement in the financial sector, and which has obtained approval pursuant to Section 42, paragraph 1, and Section 43, paragraph 1, must report the following to the Danish Financial Supervisory Authority each year:

1. The size and scope of the investment services and activities covered by Annex I, Section A, provided or performed by the branch.
2. For investment companies that conduct trading for own account as specified in Annex I, Section A, no. 3, the investment company's monthly minimum, average, and maximum exposure to counterparties located in the European Union.
3. For investment companies that provide one or both of the investment services and activities mentioned in Annex I, Section A, no. 3 and 6, the total value of financial instruments originating from counterparties located in the European Union for which sales guarantees have been given, or which have been placed based on firm commitment within the preceding 12 months.
4. The turnover and the total value of the assets corresponding to the investment services and activities mentioned in no. 1.
5. A detailed description of the investor protection schemes available to the branch's customers, including the customers' rights resulting from the investor compensation scheme.
6. The risk management policy and risk management arrangements that the branch uses in connection with the investment services and activities mentioned in no. 1.
7. The governance arrangements, including persons with key functions in relation to the branch's activities.

Paragraph 2. The Danish Financial Supervisory Authority may set detailed rules regarding the information that investment companies must report to the Danish Financial Supervisory Authority for use in the Danish Financial Supervisory Authority's monitoring of the activities in the investment companies' branches.

Part III Good Conduct etc. and Shareholder Rights Chapter 6 Good Conduct etc. § 45. Securities firms and securities firm holding companies with subsidiaries that do not meet the conditions for classification as small and unconnected securities firms must be conducted in accordance with fair business practices and good practice within the business area.

Paragraph 2. The Minister for Business sets detailed rules regarding fair business practices and good practice for securities firms.

Paragraph 3. The Minister for Business sets rules regarding cost, commission, price, and risk information for financial services.

Paragraph 4. The Minister for Business sets rules regarding the delivery of a document with central investor information or significant investor information to retail investors by securities firms when brokering shares in UCITS or in an alternative investment fund.

Paragraph 5. The Danish Financial Supervisory Authority may, after consultation with representatives of consumers and the relevant financial industry organizations, draw up and publish guidelines for fair business practices and good practice in specified areas that are considered significant, particularly from the perspective of consumers.

Paragraph 6. Actions in violation of rules established pursuant to paragraph 2 incur liability for damages in accordance with the general rules of Danish law.

§ 46. The Minister for Business sets rules regarding competence requirements for employees in securities firms who provide advice on financial instruments.

Processing of Personal Identification Numbers § 46 a. Securities dealers and securities firms may process information about personal identification numbers with a view to necessary unique identification in relation to existing customer relationships when performing administrative tasks and advice.

Investment Advice on an Independent Basis § 47. A securities firm that provides investment advice may only inform the customer that this is done on an independent basis if advice is provided on a broad range of the financial instruments that are on the market and which differ in terms of type and issuers or product providers, so as to ensure that the customer's investment objectives are met appropriately. The financial instruments that advice is provided on must not be limited to financial instruments that are issued or offered by the securities firm itself or by other legal persons that either have narrow links with the securities firm or have such close legal or economic links with the securities firm that this may involve a risk of weakening the independent basis for the advice provided.

Paragraph 2. Paragraph 1 applies mutatis mutandis to securities firms that advise on or broker structured deposits.

Prohibition on Receiving and Retaining Third-Party Payments § 48. A securities firm that provides investment advice on an independent basis pursuant to Section 47, or that exercises discretionary portfolio management, must not receive and retain fees, commissions, or other monetary and non-monetary benefits that are paid by a third party or a person acting on behalf of a third party in connection with the delivery of the relevant service to the securities firm's customers. If the securities firm receives fees, commissions, or other monetary and non-monetary benefits, these must be passed on to the customer as soon as possible.

Paragraph 2. Paragraph 1, first sentence, does not apply to non-monetary benefits of minor value that can improve the quality of the service delivered to the customer and that cannot prevent the relevant securities firm from complying with its duty to act in the best interest of the customer. If a securities firm receives and retains non-monetary benefits of minor value, this must be clearly disclosed to the customer.

Paragraph 3. Paragraphs 1 and 2 apply mutatis mutandis to securities firms that advise on or broker structured deposits.

Paragraph 4. The Minister for Business may set detailed rules regarding which non-monetary benefits of minor value are covered by paragraph 2, second sentence, and regarding requirements for handling received fees, commissions, or other monetary and non-monetary benefits that are paid by a third party or a person acting on behalf of a third party.

Chapter 7 Shareholder Rights Capital Managers' Policy on Active Ownership § 49. A securities firm must, in its capacity as a capital manager, draw up and publish a policy on active ownership in companies that have shares admitted to trading on a regulated market, describing how the securities firm integrates active ownership into its investment strategy.

Paragraph 2. The policy on active ownership must describe how the securities firm

1. monitors companies in which it invests, within relevant areas, including strategy, financial and non-financial results, risk, capital structure, social and environmental impact, and good corporate governance,
2. engages in dialogue with companies in which it invests,
3. exercises voting rights and other rights attached to shares,
4. cooperates with other shareholders,
5. communicates with relevant stakeholders in companies in which it invests, and
6. handles actual and potential conflicts of interest in connection with the securities firm's active ownership.

Paragraph 3. A securities firm must, in its capacity as a capital manager, publish annually how the securities firm's policy on active ownership has been implemented, including a general description of voting and a report on the most significant votes and the securities firm's use of advisory proxy advisors' services.

Paragraph 4. A securities firm must, in its capacity as a capital manager, publish how the securities firm has voted on behalf of shareholders at general meetings in companies. Votes that are insignificant due to the subject matter of the vote or the size of the shareholding in the relevant company may be omitted from the publication.

Paragraph 5. A securities firm may, in its capacity as a capital manager, choose not to comply with one or more of the requirements in paragraphs 1-4 if the securities firm publishes a clear and reasoned explanation of why the securities firm has chosen this.

Paragraph 6. The information that must be published pursuant to paragraphs 1-5 must be freely accessible on the securities firm's website.

Paragraph 7. Rules regarding conflicts of interest in other legislation apply mutatis mutandis in connection with the securities firm's activities as a capital manager, including activities regarding active ownership.

§ 50. A securities firm must, in its capacity as a capital manager, notify Group 1 insurance companies that conduct business covered by Annex 8 of the Act on Financial Business, and insurance companies that conduct reinsurance of life insurance liabilities, with which a capital management agreement has been concluded, cf. Section 160, paragraph 2, of the Act on Financial Business, annually how the securities firm's investment strategy and its implementation in relation to investments in shares admitted to trading on a regulated market comply with the capital management agreement and contribute to the return on assets of these companies or funds in the medium to long term, cf. however paragraph 4. The same applies if the securities firm has entered into a capital management agreement with the Labour Market Supplementary Pension or the Wage Earners' Price Adjustment Fund.

Paragraph 2. The notification must include reporting on

1. significant medium to long-term risks associated with the investments,
2. the portfolio composition,
3. turnover and transaction costs,
4. the use of advisory proxy advisors for activities regarding active ownership, and
5. the securities firm's policy on securities lending, and how the policy is used, if applicable, for activities regarding active ownership, particularly at the time of the general meetings of the companies in which investments are made.

Paragraph 3. The notification must also contain information on

1. whether and, if applicable, how the securities firm makes investment decisions based on an evaluation of medium to long-term results, including non-financial results, for the companies in which it invests, and
2. whether conflicts of interest have arisen in connection with active ownership, what conflicts of interest were involved, and how the securities firm has handled them.

Paragraph 4. If information as mentioned in paragraphs 1-3 is already publicly accessible, the securities firm is not obliged to notify the information directly to the Group 1 insurance company that conducts business covered by Annex 8 of the Act on Financial Business, insurance companies that conduct reinsurance of life insurance liabilities, with which an agreement on discretionary portfolio management has been concluded, cf. Section 160, paragraph 2, of the Act on Financial Business, the Labour Market Supplementary Pension, or the Wage Earners' Price Adjustment Fund.

Brokers' Information on Shareholders § 51. A securities firm that, in its capacity as a broker, stores information on shareholders must, upon request from an issuer or from a third party appointed by the issuer, as soon as possible notify the issuer of information on the identity of shareholders. An issuer may request a broker to collect and forward information on the identity of shareholders, including from other brokers in the broker chain, to the issuer.

Paragraph 2. If there is more than one broker in a chain of brokers, the request must be forwarded between the brokers as soon as possible.

Section 3. A fund brokerage company must, in its capacity as an intermediary, provide an issuer with contact details for the next intermediary in the chain of intermediaries as soon as possible upon request from the issuer or from a third party appointed by the issuer.

§ 52. Personal data regarding shareholders may only be used for the identification of existing shareholders for the purpose of fulfilling §§ 51 and 53-56. A fund brokerage company must not, in its capacity as an intermediary, store personal data for more than 12 months after becoming aware that the person in question has ceased to be a shareholder, unless otherwise provided by other legislation.

Section 2. The disclosure by a fund brokerage company, in its capacity as an intermediary, of information regarding a shareholder's identity, pursuant to § 51, is not considered a breach of the duty of confidentiality applicable under a contract or other legislation.

Forwarding of Information by Intermediaries

§ 53. A fund brokerage company must, in its capacity as an intermediary, forward the following information from the issuer to a shareholder or to a third party appointed by the shareholder as soon as possible:

1. Information that the issuer is obliged to provide to a shareholder, pursuant to Section 49a, subsection 4 of the Companies Act, to enable the shareholder to exercise shareholder rights, and which is addressed to all shareholders with shares in the relevant class.
2. A notification regarding where on the issuer's website the information mentioned in item 1 can be found, if the information is available to shareholders on the issuer's website.

Section 2. Subsection 1 does not apply when an issuer sends the information or a notification pursuant to subsection 1 directly to all its shareholders or to a third party appointed by the shareholders.

Section 3. When there is more than one fund brokerage company in a chain of intermediaries, the information, pursuant to subsection 1 and § 54, must be forwarded between the intermediaries as soon as possible, unless the information can be sent directly by the fund brokerage company to the shareholder or to a third party appointed by the shareholder.

§ 54. A fund brokerage company must, in its capacity as an intermediary, forward information regarding the exercise of shareholder rights to the issuer as soon as possible when the fund brokerage company has received the information from a shareholder.

Facilitation of the Exercise of Shareholder Rights by Intermediaries

§ 55. A fund brokerage company must, in its capacity as an intermediary, facilitate the exercise of shareholder rights, including the right to participate and vote in connection with general meetings, by:

1. initiating the necessary arrangements so that a shareholder or a third party appointed by the shareholder can exercise the rights themselves, or
2. offering to exercise the shareholder rights on explicit authorization and instruction from a shareholder and for the benefit of the shareholder.

Section 2. A fund brokerage company must, in its capacity as an intermediary, forward electronic confirmations regarding the receipt of votes and the registration of votes, and that votes have been counted, which the fund brokerage company has received from an issuer, to a shareholder or to a third party appointed by the shareholder as soon as possible.

Section 3. When there is more than one intermediary in a chain of intermediaries, the electronic confirmations must be forwarded between the intermediaries as soon as possible, unless the confirmation can be sent directly to the shareholder or a third party appointed by the shareholder.

Fees of Intermediaries

§ 56. A fund brokerage company must, in its capacity as an intermediary, separately for each individual service provided pursuant to §§ 51-55, publish the size of any fees.

Section 2. Fees that a fund brokerage company charges from a shareholder, an issuer, or another intermediary in its capacity as an intermediary must be non-discriminatory and proportionately adjusted in relation to the actual costs associated with the provision of the services.

Section 3. A fund brokerage company may, in its capacity as an intermediary, only differentiate between any fees charged in connection with the national or cross-border exercise of rights when the fees are duly justified and reflect fluctuations in the actually incurred costs in connection with the provision of these services.

Section 4. Fees are charged to the shareholder, issuer, or intermediary that requests a service.

Code of Conduct for Advisory Proxies

§ 57. A fund brokerage company must, in its capacity as an advisory proxy, publicly provide a reference to a code of conduct that the fund brokerage company uses, and report on the application of this code of conduct.

Section 2. If a fund brokerage company uses a code of conduct in its capacity as an advisory proxy but deviates from one or more of the code's recommendations, the fund brokerage company must indicate which parts of the code are deviated from, provide the reasons for this, and state what alternative measures have been taken, if any.

Section 3. A fund brokerage company that does not use a code of conduct in its capacity as an advisory proxy must provide a clear and justified explanation for why this is the case.

Section 4. The information mentioned in subsections 1-3 must be published and freely accessible on the fund brokerage company's website and updated once a year.

§ 58. A fund brokerage company must, in its capacity as an advisory proxy, publish the following information annually regarding the preparation of the fund brokerage company's investigations, advice, and recommendations concerning voting in listed companies:

1. The most significant characteristics of the methodologies and models used.
2. The most important sources of information.
3. The procedures introduced to ensure the quality of investigations, advice, and recommendations concerning voting and the qualifications of the personnel involved.
4. Whether, and if so how, consideration is given to conditions in the Danish market and to legal, regulatory, and company-specific conditions.
5. The most significant elements of the voting policies used for the individual markets.
6. Whether there is dialogue with the companies that are the subject of the advisory proxy's investigations, advice, and recommendations concerning voting, and with the companies' stakeholders, and if so, the extent and nature thereof.
7. Policy for the prevention and handling of potential conflicts of interest.

Section 2. The information pursuant to subsection 1 must be published on the fund brokerage company's website and must be freely accessible for at least 3 years after the date of publication. The information does not need to be published separately if it is provided as part of the information mentioned in § 101 of the Financial Business Act.

Section 3. A fund brokerage company must, in its capacity as an advisory proxy, identify and notify its customers as soon as possible of actual or potential conflicts of interest and business connections that may affect the preparation of the fund brokerage company's investigations, advice, or recommendations concerning voting, and the measures taken to eliminate, limit, or handle actual or potential conflicts of interest.

Section 4. Subsections 1-3 apply mutatis mutandis to fund brokerage companies that act as advisory proxies and do not have their statutory seat or headquarters in the European Union but carry out activities through a place of business located in the Union.

Section IV Ownership and Governance Chapter 8 Ownership Application for Acquisitions

§ 59. Any natural or legal person or natural and legal persons acting in concert who intend to directly or indirectly acquire a qualified shareholding in a fund brokerage company or a fund brokerage holding company must apply to the Danish Financial Supervisory Authority (Finanstilsynet) for approval of the intended acquisition in advance. The same applies to an increase in the qualified shareholding that results in the shareholding constituting or exceeding a threshold of respectively 20%, 33%, and 50% of the share capital or voting rights after the acquisition, or results in the fund brokerage company or fund brokerage holding company becoming a subsidiary.

Section 2. The Danish Financial Supervisory Authority may, when approving an acquisition or increase, set a deadline for the implementation of this. The Danish Financial Supervisory Authority may extend the deadline.

Section 3. The Danish Financial Supervisory Authority sets rules regarding when an acquisition must be included in the calculation pursuant to subsection 1.

Assessment

§ 60. In connection with its assessment of an application pursuant to § 59, subsection 1, the Danish Financial Supervisory Authority must ensure consideration for the prudent and sound management of the fund brokerage company or fund brokerage holding company where the acquisition is intended. The assessment must also take into account the intended acquirer's likely influence on the fund brokerage company or fund brokerage holding company, the intended acquirer's suitability, and the financial solidity of the intended acquisition in relation to the following:

1. The intended acquirer's reputation.
2. The reputation and experience of the person or persons who will manage the fund brokerage company or fund brokerage holding company after the acquisition.
3. The intended acquirer's financial situation, particularly in relation to the nature of the business conducted or intended to be conducted in the fund brokerage company or fund brokerage holding company where the acquisition is intended.
4. Whether the fund brokerage company or fund brokerage holding company, where a qualified shareholding is intended to be acquired, can continue to comply with supervisory requirements in legislation, particularly whether the group that the fund brokerage company or fund brokerage holding company may become part of has a structure that allows for effective supervision and effective exchange of information between competent authorities and to determine how responsibility should be distributed between competent authorities.
5. Whether there is reason to suspect money laundering or terrorist financing in connection with the intended acquisition, pursuant to §§ 3 and 4 of the Money Laundering Act.

Section 2. The Danish Financial Supervisory Authority may reject an application for approval of an intended acquisition if, based on the criteria in subsection 1, there is reasonable ground to assume that the intended acquirer will hinder the prudent and sound management of the fund brokerage company or fund brokerage holding company, or if the information provided by the intended acquirer is, in the Danish Financial Supervisory Authority's assessment, not sufficient.

Section 3. In the Danish Financial Supervisory Authority's assessment pursuant to subsection 1, consideration for the economic needs of the market must not be included.

Assessment Period

§ 61. The Danish Financial Supervisory Authority confirms in writing and no later than after 2 working days the receipt of the application, pursuant to § 59, subsection 1. The same applies to the receipt of information pursuant to subsection 3.

Section 2. The Danish Financial Supervisory Authority has from the time of the written confirmation of receipt of the application and receipt of all documents required to be attached to the application, an assessment period of 60 working days to conduct the assessment pursuant to § 60. Simultaneously with the confirmation of receipt of the application, the Danish Financial Supervisory Authority notifies the intended acquirer of the date when the assessment period expires.

Section 3. The Danish Financial Supervisory Authority may, until the 50th working day of the assessment period, request further information necessary for the assessment. The request must be made in writing. The first time such a request is made, the assessment period is interrupted for the period between the time of the request and the receipt of the answer thereto. However, the interruption may not exceed 20 working days, subject to subsection 4.

Section 4. The Danish Financial Supervisory Authority may extend the interruption of the assessment period pursuant to subsection 3, sentence 3, by up to 10 working days if:

1. the intended acquirer is resident or subject to the legislation of a country outside the European Union with which the Union has not concluded an agreement in the financial sector, or
2. the intended acquirer is a natural or legal person who has not been granted permission to carry out business covered by this Act's § 13, §§ 7-11 of the Financial Business Act or § 3, item 2, of the Capital Markets Act in Denmark, in another country within the European Union or in a country with which the Union has concluded an agreement in the financial sector.

§ 62. If the Danish Financial Supervisory Authority rejects an application for approval of an intended acquisition pursuant to § 59, subsection 1, this must be justified in writing and communicated to the intended acquirer immediately after the decision. The notification must be made within the assessment period established pursuant to § 61, subsection 2. The intended acquirer may request the Danish Financial Supervisory Authority to publish the justification for the rejection.

Section 2. If the Danish Financial Supervisory Authority does not issue a written rejection of the application for the intended acquisition during the assessment period established pursuant to § 61, subsection 2, the acquisition is deemed to be approved.

Disposal or Reduction of a Qualified Shareholding

§ 63. Any natural or legal person or natural and legal persons acting in concert who intend to directly or indirectly dispose of a qualified shareholding or reduce a qualified shareholding in a fund brokerage company or a fund brokerage holding company, such that the disposal or reduction results in the threshold of respectively 20%, 33%, or 50% of the share capital or voting rights no longer being reached, or results in the fund brokerage company or fund brokerage holding company ceasing to be a subsidiary of the relevant legal person, must notify the Danish Financial Supervisory Authority of this in writing in advance, stating the size of the intended future shareholding.

Notification of Acquisitions or Disposals

§ 64. When a fund brokerage company or a fund brokerage holding company becomes aware of acquisitions or disposals of shares covered by § 59, subsection 1, or § 63, the fund brokerage company or fund brokerage holding company must notify the Danish Financial Supervisory Authority thereof without undue delay.

Section 2. Fund brokerage companies and fund brokerage holding companies must notify the Danish Financial Supervisory Authority by February each year of the names of the shareholders who, at the end of the previous year, owned a qualified shareholding in the fund brokerage company or fund brokerage holding company, and of the size of these shareholdings.

Revocation of Voting Rights and Order to Follow Guidelines

§ 65. If shareholders who hold qualified shareholdings in a fund brokerage company or a fund brokerage holding company do not meet the criteria in § 60, subsection 1, the Danish Financial Supervisory Authority may revoke the voting rights attached to the relevant owners' shareholdings or order the company to follow certain guidelines.

Section 2. The Danish Financial Supervisory Authority may revoke the voting rights attached to shareholdings owned by natural or legal persons who do not comply with the obligation in § 59, subsection 1, to apply in advance for approval. The shareholdings are assigned full voting rights again if the Danish Financial Supervisory Authority can approve the acquisition.

Section 3. If a natural or legal person has acquired shareholdings as referred to in § 59, subsection 1, despite the Danish Financial Supervisory Authority having rejected approval of this acquisition of shareholdings, the Danish Financial Supervisory Authority must revoke the voting rights attached to these shareholdings.

Section 4. The Danish Financial Supervisory Authority must inform the relevant fund brokerage company or fund brokerage holding company when the Danish Financial Supervisory Authority has revoked the voting rights attached to shareholdings in the fund brokerage company or fund brokerage holding company pursuant to subsections 1-3. The Danish Financial Supervisory Authority must also inform the fund brokerage company or fund brokerage holding company if shareholdings are assigned full voting rights again pursuant to subsection 2, sentence 2.

Section 5. If the Danish Financial Supervisory Authority has revoked voting rights pursuant to subsections 1-3, the shareholding cannot be included in the calculation of the voting capital represented at a general meeting.

Acquisitions in Foreign Companies

§ 66. The Danish Financial Supervisory Authority must be notified in advance of fund brokerage companies' and fund brokerage holding companies' direct or indirect acquisition of a qualified shareholding in an investment company or in a foreign financial company, pursuant to § 5, subsection 1, item 1, of the Financial Business Act, and such increases in the qualified shareholding that result in it constituting or exceeding a threshold of respectively 20%, 33%, or 50% of respectively voting rights or share capital, or that the foreign company becomes a subsidiary. The notification must contain information about in which country the company is established.

Section 2. Fund brokerage companies and fund brokerage holding companies that have a share of at least 10% in a foreign financial company and intend to reduce this share so that it falls below one of the thresholds set in subsection 1 must notify the Danish Financial Supervisory Authority thereof and state the size of the intended future share.

Section 3. If the foreign company becomes a subsidiary of the Danish fund brokerage company or the Danish fund brokerage holding company, the notification to the Danish Financial Supervisory Authority must contain the following information about the subsidiary:

1. In which country the subsidiary is intended to be established.
2. A description of the subsidiary's business, including information about organization and planned activities.
3. The subsidiary's address.
4. The names of the subsidiary's management.

Section 4. In the event of a change to a matter notified pursuant to subsection 3, the fund brokerage company or fund brokerage holding company must notify the Danish Financial Supervisory Authority thereof before the change is made. If a fund brokerage company or fund brokerage holding company becomes aware of a change that the fund brokerage company or fund brokerage company was not previously aware of, notification thereof must be given to the Danish Financial Supervisory Authority without undue delay.

Chapter 9 Management

§ 67. The board of directors of a fund brokerage company or a fund brokerage holding company must, with the aim of ensuring that the company is operated in a secure manner:

1. determine which main types of business activities the company is to carry out,
2. identify and quantify the company's significant risks and determine the company's risk profile, including setting which and how large risks the company may take on,
3. establish policies for how the company is to manage each of the company's significant activities and the risks associated therewith, taking into account the interaction between these, and
4. establish a policy for diversity in the board of directors that promotes sufficient diversity in qualifications and competencies among the board members.

Section 2. The board of directors of the company must, based on the established risk profile and the established policies, provide the management with written guidelines that must at minimum contain:

1. controllable frameworks for which and how large risks the management may impose on the company,
2. the principles for the calculation of the individual risk types,
3. rules regarding which dispositions require the board's decision and which dispositions the management may make as part of its role, and
4. rules regarding how and to what extent the management must report to the board regarding the company's risks, including the use of the frameworks in the guidelines for the management and compliance with the limits set in legislation regarding the risks the company may take on.

Section 3. The board of directors of the company must continuously assess whether the company's risk profile and policies and the guidelines for the management are sound in relation to the company's business activities, organization and resources, including capital and liquidity, and the market conditions under which the company's activities are conducted.

Section 4. The board of directors of the company must continuously evaluate whether the management performs its tasks in accordance with the established risk profile, the established policies and guidelines for the management, including whether the management has deviated from these, and whether the deviation, if any, has been sound. The board must take appropriate measures if this is not the case.

Section 5. If the board decides to specifically deviate from or accept a deviation from the established risk profile, the established policies or guidelines for the management, this must be entered into the board's minutes along with an explanation of the reasons for the decision.

Section 6. The Danish Financial Supervisory Authority may set detailed rules regarding the obligations incumbent on the board of directors of a fund brokerage company or a fund brokerage holding company pursuant to subsections 1-4.

Rules of Procedure for the Board

§ 68. The board must, through rules of procedure, make further provisions regarding the execution of its duties.

Section 2. The Danish Financial Supervisory Authority may set detailed rules regarding the content of the rules of procedure.

Board Meetings

§ 69. The chairman of the board must ensure that the board holds meetings when necessary and must ensure that all members are summoned. Any member of the board, a director, an external auditor, or the internal audit head in a fund brokerage company may demand that the board be summoned. A director, an external auditor, or the internal audit head has the right to participate in and speak at board meetings, unless the board decides otherwise in the individual matter. External auditors and the internal audit head always have the right to participate in board meetings during the handling of matters that are significant for the audit or for the submission of the annual report.

Section 2. External auditors or the internal audit head are obliged to participate in the board's handling of a matter if requested by even one board member.

Section 3. Minutes must be kept of the board's deliberations, which must be signed by all members present. A board member, a director, an external auditor, or the internal audit head who disagrees with the board's decision has the right to have their opinion entered into the minutes.

Signing Authority of the Board or Management

§ 70. The signing authority that belongs to members of the board or management pursuant to the Companies Act can only be exercised by at least two persons jointly.

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Underrepresented Genders in Management

§ 71. In investment brokerage companies and investment brokerage holding companies that have financial instruments admitted to trading on a regulated market in a country within the European Union or in a country with which the Union has concluded an agreement in the financial sector, or that have a total asset value of DKK 500 million or more in two consecutive financial years, the board of directors shall:

1. set targets for the proportion of members of the underrepresented gender elected by the general meeting or a corresponding assembly, which is the company's highest authority, in the board of directors, unless there is an equal distribution of women and men among these members in the board of directors,
2. set targets for the proportion of the underrepresented gender on the company's other management levels, unless there is an equal distribution of women and men on the other management levels, and
3. draw up a policy to increase the proportion of the underrepresented gender on the company's other management levels, unless there is an equal distribution of women and men on the other management levels, subject to subsection 5.

Subsection 2. For parent companies that prepare consolidated financial statements, the calculation in subsection 1 shall be based on the consolidated financial statements.

Subsection 3. "Other management levels" refers to two management levels below the board of directors. The first management level below the board of directors comprises the executive board and persons who are organizationally at the same management level as the executive board. The second management level comprises persons with personnel responsibility who report directly to the first management level below the board of directors.

Subsection 4. The board of directors shall set a new and higher target for the proportion of the underrepresented gender pursuant to subsection 1, items 1 and 2, when the company has reached its previously set target, or a new target when the time horizon for the expected fulfillment has expired.

Subsection 5. Companies that employed fewer than 50 employees in the most recent financial year may refrain from drawing up a policy to increase the proportion of the underrepresented gender on their other management levels.

Subsection 6. If a company is covered by both this provision and the provisions on gender composition in the highest governing body in the Companies Act, the Act on Commercial Foundations, or the Act on Certain Commercial Activities, subsections 1-5 take precedence.

Subsection 7. Subsections 1-6 do not apply to companies covered by the Gender Balance Act.

Convocation of the General Meeting

§ 72. Convocation of the general meeting in investment brokerage companies that do not meet the conditions for classification as small and non-interconnected investment brokerage companies shall be publicly available and in accordance with the provisions of the articles of association. The press shall have access to general meetings in investment brokerage companies that do not meet the conditions for classification as small and non-interconnected investment brokerage companies.

Subsection 2. Subsection 1 does not apply to investment brokerage companies that are 100% owned by one financial undertaking pursuant to the Act on Financial Undertakings or several financial undertakings in the same group.

Subsection 3. The deadline for convocation of a general meeting with a view to increasing the share capital may be shortened to 10 days if the Danish Financial Supervisory Authority has assessed that an investment brokerage company, which has permission to provide or perform one or both of the investment services and activities mentioned in Annex 1, Section A, items 3 and 6, is subject to the rules in Chapter 20, and the investment brokerage company assesses that the capital increase is necessary to prevent the investment brokerage company from becoming distressed. The shortening of the convocation deadline may only be carried out if the general meeting, with two-thirds of the votes cast, amends the articles of association to include this possibility.

Subsection 4. Sections 84 and 90 of the Companies Act and time limits in Sections 94, 98, and 99 of the Companies Act do not apply to general meetings and representative meetings convened in accordance with subsection 3.

§ 73. The Danish Financial Supervisory Authority exercises for investment brokerage companies the powers granted to the Danish Business Authority pursuant to Section 93, subsections 2 and 3, of the Companies Act.

Establishment of a Representative Body

§ 74. A representative body may be established to perform specific tasks indicated in the articles of association, including the election of the board of directors. The members of the representative body are subject to the same responsibility as the board of directors with regard to the performance of their duties.

Suitability and Integrity Requirements

§ 75. A member of the board of directors or the executive board of an investment brokerage company:

1. must have sufficient knowledge, professional competence, and experience to be able to perform the office or position,
2. must have a sufficiently good reputation and be able to demonstrate integrity, honesty, and sufficient independence in the performance of the office or position,
3. must not be subject to criminal liability for violation of the Penal Code or financial legislation or other relevant legislation, if the violation entails a risk that the person cannot perform their office or position in a satisfactory manner,
4. must not have filed a petition for or be under reorganization proceedings, bankruptcy, or debt settlement,
5. must not, due to their financial situation or via a company in which the member owns, participates in the operation of, or has significant influence, have caused or cause the investment brokerage company losses or risk of loss, and
6. must not have exhibited such behavior that there is reason to assume that the member will not perform the office or position in a satisfactory manner.

Subsection 2. When a person assumes an office as a board member or a position as a director in an investment brokerage company, the Danish Financial Supervisory Authority ensures that the person meets the suitability and integrity requirements in subsection 1. The Danish Financial Supervisory Authority makes a decision on whether the person can hold the office or position in the company in question.

Subsection 3. If the Danish Financial Supervisory Authority assesses that the person does not meet the requirements in subsection 1, items 2-5, the duration of the decision shall be stated in the decision.

Subsection 4. The Danish Financial Supervisory Authority may, in special cases where the Danish Financial Supervisory Authority assesses that a person does not have sufficient professional prerequisites or experience relative to the position as a member of the executive board, as assessed for the person in question, make a decision that the person may hold the position under strictly defined conditions.

Subsection 5. Members of the board of directors or the executive board of an investment brokerage company must inform the Danish Financial Supervisory Authority of circumstances mentioned in subsection 1 in connection with their entry into the management of the investment brokerage company and of circumstances mentioned in subsection 1, items 2-6, if the circumstances change subsequently.

Subsection 6. The investment brokerage company is obliged to ensure compliance with subsection 1.

Subsection 7. Subsection 1, items 1-4 and 6, and subsections 2-6 apply mutatis mutandis to members of the board of directors and the executive board of an investment brokerage holding company or a mixed financial holding company.

Time Allocated for Performance of Management Duties

§ 76. A member of the board of directors or the executive board of an investment brokerage company must allocate sufficient time to perform their office as a board member or their position as a director in the investment brokerage company. The management member must continuously assess whether they have allocated sufficient time to perform their office or position. The assessment must include the size, organization, and complexity of the investment brokerage company.

Introductory and Further Training Courses for Management Members

§ 77. An investment brokerage company and an investment brokerage holding company must have personnel and financial resources necessary to ensure sufficient opportunities for introductory and further training courses for members of the board of directors and the executive board.

Collective Suitability of the Board of Directors

§ 78. The board of directors of an investment brokerage company or an investment brokerage holding company must ensure that its members have sufficient collective knowledge, professional competence, and experience to be able to understand the activities of the investment brokerage company and the risks associated with them.

Incompatible Offices

§ 79. The office as a board member or as a member of the representative body in an investment brokerage company cannot be combined with the position as a director in the same investment brokerage company. However, the board of directors may temporarily appoint one of its members or a member of the representative body as a director in the event of a director's absence. The person in question may not exercise voting rights in the aforementioned bodies in such cases.

Subsection 2. The office as head of internal audit and deputy head of internal audit cannot be combined with the office as a board member.

Risk Committee

§ 80. An investment brokerage company must establish a risk committee if the investment brokerage company's value of on-balance-sheet and off-balance-sheet assets averages DKK 100 million or more in the four-year period immediately preceding the relevant financial year, subject to subsection 2.

Subsection 2. An investment brokerage company is not obliged to establish a risk committee if the investment brokerage company meets the conditions for classification as a small and non-interconnected investment brokerage company.

Subsection 3. The Danish Financial Supervisory Authority may exempt an investment brokerage company from subsection 1 if the Danish Financial Supervisory Authority assesses that it is appropriate considering the nature and scope of the investment brokerage company's activities, its internal organization, and the characteristics of the group to which the investment brokerage company belongs. The following conditions must be met:

1. The investment brokerage company must not be one of the three largest investment brokerage companies in Denmark in terms of the total value of assets.
2. The investment brokerage company must not be subject to obligations or simplified obligations regarding recovery and resolution planning in accordance with Sections 98 and 99 and Chapter 20.
3. The investment brokerage company's value of on-balance-sheet and off-balance-sheet assets averages a maximum of EUR 300 million in the four-year period immediately preceding the relevant financial year.
4. The size of the investment brokerage company's on-balance-sheet and off-balance-sheet trading book assets is a maximum of EUR 150 million.
5. The size of the investment brokerage company's on-balance-sheet and off-balance-sheet derivative activities is a maximum of EUR 100 million.

Subsection 4. Regardless of subsection 1, the Danish Financial Supervisory Authority may require an investment brokerage company to establish a risk committee if the Danish Financial Supervisory Authority assesses that it is appropriate considering the nature and scope of the investment brokerage company's activities, its internal organization, and the characteristics of the group to which the investment brokerage company belongs.

§ 81. The chairman and the other members of the risk committee must be members of the board of directors of the relevant investment brokerage company and must have the necessary knowledge and qualifications and competencies to understand and monitor the investment brokerage company's risks.

Subsection 2. The risk committee shall:

1. advise the board of directors on the investment brokerage company's overall current and future risk profile and risk strategy,
2. assist the board of directors in ensuring that the board's risk strategy is correctly implemented in the organization,
3. assess whether the financial products and services that the investment brokerage company trades are consistent with the investment brokerage company's business model and risk profile, including whether the earnings from the products and services reflect the risks associated with them, and draw up proposals for remediation if the products or services and the earnings therefrom are not consistent with the investment brokerage company's business model and risk profile,
4. assess whether the incentives in the investment brokerage company's remuneration structure take into account the investment brokerage company's risks, capital, and liquidity, as well as the probability of profit and the timing thereof.

Subsection 3. The risk committee must have access to information about the investment brokerage company's risks, including the risks identified by the risk management function, and the opportunity to use external advice to the extent necessary and relevant.

Subsection 4. The risk committee must continuously assess and decide on the type, quantity, and frequency of information from the relevant investment brokerage company that should be available to the risk committee.

Conflicts of Interest

§ 82. (Repealed)

§ 83. Persons who, pursuant to law or articles of association, are employed by the board of directors in an investment brokerage company, and employees for whom there is a significant risk of conflicts between their own interests and the interests of the investment brokerage company, must not, for their own account or through companies they control:

1. take out loans or draw on already approved credits to purchase financial instruments when the purchased financial instruments are pledged as security for the loan or credit,
2. acquire, issue, or trade in derivative financial instruments, unless the purpose is risk hedging,
3. acquire capital shares other than shares in Danish UCITS, investment funds, and foreign investment institutions covered by Section 143, subsection 1, items 2 and 3, of the Act on Investment Funds etc. with a view to selling these earlier than 6 months after acquisition, or
4. acquire positions in foreign currency other than the euro, when the position taking is for purposes other than payment for the purchase of financial instruments, goods, or services or purchase or operation of real estate or for use in travel.

Subsection 2. Persons and employees covered by subsection 1 must not acquire capital shares in companies that carry out business pursuant to subsection 1. This does not apply, however, to the purchase of shares in credit institutions, insurance companies, mortgage credit institutions, or investment brokerage companies and shares in Danish UCITS, investment funds, and foreign investment institutions covered by Section 143, subsection 1, items 2 and 3, of the Act on Investment Funds etc.

Subsection 3. The prohibition in subsection 1, item 1, does not include loans for the purchase of employee shares nor the instruments mentioned in the second sentence. The prohibition in subsection 1, item 2, does not include financial instruments derived from shares in the investment brokerage company or a company affiliated with it, which the person receives as part of their remuneration. The prohibition in subsection 1, item 3, does not include shares acquired by exercising the instruments mentioned in the second sentence.

§ 84. The board of directors must take a position on which employees have a significant risk of conflicts between their own interests and the interests of the investment brokerage company, and who are therefore subject to the prohibition in Section 83. The board of directors must ensure that the relevant persons are aware of this. The criminal provision in Section 266, subsection 1, applies from the time when the person in question has received information about this.

§ 85. The board of directors must draw up guidelines for control of compliance with the prohibition in Section 83, subsections 1 and 2, first sentence, including reporting of asset dispositions.

Subsection 2. The external auditor must review the guidelines once a year and in the audit report annex regarding the annual report state whether the guidelines are assessed to be satisfactory and have functioned appropriately, and whether the investment brokerage company's control procedures have given rise to remarks. If no audit report is kept, the external auditor's information must appear in other corresponding documentation.

§ 86. The board of directors of an investment brokerage company may make a request to a custodian institution to provide the investment brokerage company's external auditor access to information about accounts and deposits and to issue extracts therefrom for persons covered by Section 83, subsection 1.

§ 87. Heads of internal audit and deputy heads of internal audit must, regardless of Sections 83-86, not have financial interests in the investment brokerage company or the group in which they are employed.

General Management Rules

§ 88. An investment brokerage company must not, without the board of directors' approval and entry thereof in the board of directors' minutes:

1. grant exposure to or receive security from companies where board members and directors of the investment brokerage company directly or indirectly hold a qualifying holding or are board members or directors, or
2. enter into an agreement with a director when the agreement involves larger dispositions relative to the director's financial situation, or with a third party in which the director has a significant interest that may conflict with the investment brokerage company's.

Subsection 2. Members of the board of directors must compensate for losses that the investment brokerage company suffers as a result of approvals, security provisions, or agreements covered by subsection 1, which have been approved by the board of directors, unless the board of directors proves that the loss could not have been prevented through the care and diligence that the management of the investment brokerage company requires.

Subsection 3. A director who, without the board of directors' approval, grants exposures, receives security provisions, or enters into agreements covered by subsection 1, is liable for the loss that the investment brokerage company thereby may suffer.

Subsection 4. If an approval or security provision covered by subsection 1, item 1, is entered into without the board of directors' approval with a company in which a board member directly or indirectly holds a qualifying holding or is a board member or director, the board member is liable for the loss that the investment brokerage company thereby may suffer.

Subsection 5. Exposures and agreements pursuant to subsection 1 must be granted or entered into in accordance with the investment brokerage company's usual business terms and on market-based terms, unless the exposure is entered into with an employee-elected board member on employment terms. The investment brokerage company's external auditor must, in the audit report annex regarding the annual report, provide a statement on whether the requirements in the first sentence are met. If no audit report is kept, the statement must appear in other corresponding documentation.

Subsection 6. The executive board and the board of directors must each monitor the prudence and progress of exposures and agreements pursuant to subsection 1.

Subsection 7. The rules in subsections 1-6 also apply to exposures to and agreements with persons connected to directors by marriage, cohabitation for at least 2 years, or kinship in the ascending or descending line or as siblings, and to companies for which such persons are directors or owners of a qualifying holding.

Subsection 8. An investment brokerage company or companies within the same group must not grant exposure to or receive security from an external auditor or the head of internal audit or deputy head of internal audit.

§ 89. Persons who, pursuant to law or articles of association, are employed by the board of directors in an investment brokerage company, may not, without the board of directors' permission, own or operate independent commercial business or as a board member or employee or in any other way participate in the management or operation of other commercial business than the investment brokerage company, subject to Section 160, subsections 9 and 10.

Subsection 2. All permissions granted by the board of directors must appear in the board of directors' minutes.

§ 90. Employees in an investment brokerage company who are not covered by Section 89, subsection 1, and for whom there is a significant risk of conflicts between their own interests and the interests of the investment brokerage company, may not, without the executive board's permission, own or operate independent commercial business or as a board member or employee or in any other way participate in the management or operation of other commercial business than the investment brokerage company. The board of directors must be informed about permissions granted by the executive board.

Subsection 2. The board of directors must take a position on which employees have a significant risk of conflicts between their own interests and the interests of the investment brokerage company, and who therefore require the executive board's permission. The board of directors must ensure that the relevant persons are aware of this. The criminal provision in Section 266, subsection 1, applies only from the time when the person in question has become aware of this.

§ 91. Permission pursuant to Section 89, subsection 1, and Section 90, subsection 1, may only be granted if the investment brokerage company or companies that are part of the group with the investment brokerage company do not have or assume exposures to the commercial businesses mentioned in Section 89, subsection 1, and Section 90, subsection 1, or companies that are part of the group with these companies. This does not apply, however, to exposures in the form of capital shares, exposures to the companies mentioned in subsection 2, and exposures to commercial businesses that are part of the group with the investment brokerage company.

Subsection 2. The prohibition on exposures does not apply in connection with participation in the boards of directors for the following businesses and funds etc.:

1. Danmarks Skibskredit A/S.
2. Banker og Sparekassers Ungdomskontakt.
3. LR Realkredit A/S.
4. Bornholms Erhvervsfond.
5. Grønlandsbanken A/S.
6. NASDAQ OMX Stockholm AB.
7. NASDAQ OMX Helsinki Oy.
8. IFU – Investeringsfonden for Udviklingslande.
9. IØ – Investeringsfonden for Østlandene.
10. Landbrugets FinansieringsBank A/S.
11. Bankernes Kontantservice A/S.
12. Fundcollect A/S.
13. Fundconnect A/S.
14. DLR Kredit A/S.
15. Regulated markets.
16. Clearing houses.
17. Securities depositories.

Subsection 3. The Danish Financial Supervisory Authority may, in special cases, grant dispensation from subsection 1.

§ 92. Investment brokerage companies must at least once a year publish information about the offices that the board of directors has approved pursuant to Section 89, subsection 1.

§ 93. The external auditor must, in the audit report annex regarding the annual report, provide a statement on whether the investment brokerage company has exposure to commercial businesses covered by Section 89, subsection 1, and Section 90, subsection 1. If no audit report is kept, the external auditor's statement must appear in other corresponding documentation.

Chapter 10 Management and Structure Corporate Governance

§ 94. An investment brokerage company and an investment brokerage holding company must have effective forms of corporate governance, including:

1. a clear organizational structure with a well-defined, transparent, and consistent division of responsibilities,

2. good administrative and accounting practices,

3. written business procedures for all significant activity areas,

4. effective procedures to identify, measure, manage, monitor, and report on the risks that the company is or may be exposed to, or risks that the company poses or may pose to others,

5. the resources necessary for the proper implementation of its business, and appropriate use of these resources,

6. procedures for the separation of functions in connection with the management and prevention of conflicts of interest,

7. comprehensive internal control procedures, and

8. reliable control and security measures in the IT area.

Subsection 2. The procedures mentioned in subsection 1, no. 4, shall cover significant sources and effects of risks and possible impact on the capital base.

Subsection 3. A fund brokerage company and a fund brokerage holding company shall register all its transactions and document the measures taken for effective forms of corporate governance, cf. subsections 1 and 2.

Subsection 4. The Financial Supervisory Authority may set detailed rules on the measures that a fund brokerage company and a fund brokerage holding company must take to have effective forms of corporate governance in accordance with subsection 1.

Organisational Requirements

§ 95. A fund brokerage company shall take the measures necessary to ensure continuity and regularity in the provision of investment services and the execution of investment activities. For this purpose, the fund brokerage company shall use appropriate and proportionate systems, including IT systems, which are established and managed in accordance with Article 7 of Regulation (EU) 2022/2554 of the European Parliament and of the Council of 14 December 2022 on digital operational resilience in the financial sector, and appropriate and proportionate resources and procedures.

Subsection 2. A fund brokerage company shall

1. have appropriate rules and procedures for transactions with instruments covered by Annex 2, which cover the fund brokerage company's management, employees, and associated agents,
2. have effective procedures for taking reasonable measures to prevent conflicts of interest that may harm customers' interests,
3. ensure customers' property rights to their funds and the instruments covered by Annex 2,
4. protect customers' rights and may not dispose of their funds and instruments without explicit consent, and
5. keep and store comprehensive lists of all services performed and transactions, for at least 5 years after the service has been performed or the transaction has been completed.

Subsection 3. A fund brokerage company may store customers' instruments in the same depot (commingle depot), if the fund brokerage company has informed the individual customer of the legal consequences thereof and the customer has given consent thereto. The fund brokerage company shall keep a register from which the individual customers' ownership of the registered instruments clearly appears. The Financial Supervisory Authority may in special cases grant permission for customers' and a fund brokerage company's own instruments to be stored in the same depot. The Financial Supervisory Authority may deprive a fund brokerage company of the right to maintain a commingle depot.

Subsection 4. In the event of a fund brokerage company's bankruptcy, restructuring proceedings, etc., the individual customer may, on the basis of the register mentioned in subsection 3, second sentence, withdraw their instruments from a commingle depot, provided there is no dispute regarding the customer's property rights beforehand.

Subsection 5. Subsection 2, nos. 1, 2, and 5, shall apply mutatis mutandis to fund brokerage companies that sell, advise on, or act as intermediaries for structured deposits.

Subsection 6. Subsection 2, nos. 2-4, shall apply mutatis mutandis to Danmarks Nationalbank and the State Administration with the necessary adjustments.

Subsection 7. The Financial Supervisory Authority may set detailed rules on the matters mentioned in subsections 1-3.

Procedures for Approval of New Products and Services

§ 96. A fund brokerage company shall have effective procedures for the approval of new products and services, significant changes to existing products and services, and the distribution thereof.

Subsection 2. The Financial Supervisory Authority may set detailed rules on the requirements for effective product approval procedures.

Outsourcing

§ 97. A fund brokerage company may outsource a process, a service, or an activity that the fund brokerage company would otherwise perform itself, to a supplier.

Subsection 2. The Financial Supervisory Authority may decide that a fund brokerage company's outsourcing must be terminated within a deadline set by the Financial Supervisory Authority, if the fund brokerage company or its parties do not comply with the rules established pursuant to subsection 3.

Subsection 3. The Minister for Business Affairs may set detailed rules on outsourcing regarding

1. fund brokerage companies' management arrangements, responsibility, risk management, monitoring, control, and reporting in connection with outsourcing to a supplier, including the supplier's further outsourcing,
2. fund brokerage companies' internal guidelines for outsourcing,
3. fund brokerage companies' handling of conflicts of interest in connection with outsourcing,
4. requirements that fund brokerage companies must at all times ensure that suppliers or sub-suppliers comply with, including also access, information, and audit rights at suppliers and sub-suppliers,
5. requirements for the content of the contract,
6. outsourcing at group and sub-group level, and
7. fund brokerage companies' duty to notify the Financial Supervisory Authority of outsourcing.

Recovery Plans

§ 98. A fund brokerage company that has permission to provide or perform one or both of the investment services and activities mentioned in Annex 1, Section A, nos. 3 and 6, cf. however § 99, shall prepare and maintain a recovery plan. The recovery plan shall be approved by the fund brokerage company's board of directors and contain

1. appropriate criteria and procedures that ensure the timely implementation of the measures that the fund brokerage company assesses should be taken to restore the financial situation of the fund brokerage company in the event of a rapid or significant deterioration of the fund brokerage company,
2. a wide range of recovery options, and
3. a number of scenarios with severe macroeconomic and financial stress that are relevant to the fund brokerage company, and appropriate responses thereto.

Subsection 2. The recovery plan shall be submitted to the Financial Supervisory Authority. The Financial Supervisory Authority has 6 months from receipt of the recovery plan to assess the recovery plan. The Financial Supervisory Authority may, when relevant, submit the recovery plan to any competent authorities in other countries within the European Union and in countries with which the Union has concluded an agreement in the financial area, where significant branches are located.

Subsection 3. The Financial Supervisory Authority shall submit the recovery plan to Financial Stability, which may provide recommendations to the Financial Supervisory Authority regarding the content of the recovery plan.

Subsection 4. The Financial Supervisory Authority may set detailed rules on requirements for the content of recovery plans, including rules on critical functions, scenarios with severe macroeconomic and financial stress, and maintenance and deadlines for submission of recovery plans.

Group Recovery Plans

§ 99. In groups where the ultimate parent undertaking is located in Denmark, and where the parent undertaking is a fund brokerage company that has permission to provide or perform one or both of the investment services and activities mentioned in Annex 1, Section A, nos. 3 and 6, or a fund brokerage holding company with at least one subsidiary that is a fund brokerage company that has permission to provide or perform one or both of the investment services and activities mentioned in Annex 1, Section A, nos. 3 and 6, the parent undertaking shall prepare and maintain a group recovery plan, cf. however subsection 2. It shall appear from the group recovery plan which measures the parent undertaking assesses should be taken to restore the financial situation in the parent undertaking and in each individual subsidiary in the event of a rapid or significant deterioration of the financial situation in one or more of the companies in the group. Section 98, subsections 1 and 2, shall apply mutatis mutandis to the ultimate parent undertaking and to the group recovery plan.

Subsection 2. The Financial Supervisory Authority may order that a recovery plan shall be prepared for each individual subsidiary that is a fund brokerage company that has permission to provide or perform one or both of the investment services and activities mentioned in Annex 1, Section A, nos. 3 and 6, in accordance with § 98.

Subsection 3. The Financial Supervisory Authority shall forward group recovery plans prepared in accordance with subsection 1 to

1. the competent authorities that are part of the supervisory college,
2. Financial Stability or the authority in countries within the European Union or in countries with which the Union has concluded an agreement in the financial area that is responsible for the resolution of the group, and
3. Financial Stability or an authority in the country within the European Union or in countries with which the Union has concluded an agreement in the financial area that is responsible for the resolution of a subsidiary.

Subsection 4. In order to make a joint decision, the Financial Supervisory Authority, in cooperation with the authorities mentioned in subsection 3, nos. 1 and 2, shall assess the group recovery plan, including whether the plan meets the requirements set out in subsection 1, cf. § 98, subsections 1 and 2. The authorities mentioned in subsection 3, nos. 2 and 3, may provide recommendations to the Financial Supervisory Authority regarding the content of the group recovery plan.

Subsection 5. If no joint decision has been made within 4 months after the Financial Supervisory Authority's forwarding of the group recovery plan or on reactions pursuant to § 100, subsection 2, the Financial Supervisory Authority shall make the decision itself. The Financial Supervisory Authority shall notify the group's parent undertaking, Financial Stability, and the authorities mentioned in subsection 3 of this decision. If one of the authorities has referred the matter to the European Banking Authority, the Financial Supervisory Authority shall make a decision in accordance with the decision from the European Banking Authority.

Subsection 6. The Financial Supervisory Authority may set detailed rules on requirements for the content of group recovery plans, including rules on critical functions, scenarios with severe macroeconomic and financial stress, and maintenance and deadlines for submission of group recovery plans.

The Financial Supervisory Authority's Assessment of Recovery and Group Recovery Plans

§ 100. The Financial Supervisory Authority shall notify the fund brokerage company or the parent undertaking of the group if the Financial Supervisory Authority assesses that the recovery plan or group recovery plan has significant deficiencies, or if there are significant obstacles to its implementation. The fund brokerage company or the parent undertaking of the group shall, no later than 2 months after the notification, submit a revised plan to the Financial Supervisory Authority. The Financial Supervisory Authority may extend the deadline by up to 1 month.

Subsection 2. The Financial Supervisory Authority may, if the fund brokerage company or the parent undertaking of the group does not submit a revised plan within the set deadline, or if the revised plan does not sufficiently remedy the deficiencies and obstacles pointed out by the Financial Supervisory Authority, order the fund brokerage company or the parent undertaking of the group to

1. reduce the fund brokerage company's or the parent undertaking's risk profile, including liquidity risk,
2. enable timely recapitalization measures,
3. revise the company's strategy and structure,
4. make changes to the financing strategy to improve the resilience of the core business lines and critical functions, and
5. make changes to the fund brokerage company's or the parent undertaking's management structure.

Anonymous Reports to and about Fund Brokerage Companies

§ 101. A fund brokerage company shall have an arrangement whereby its employees can report violations or potential violations of the financial regulation committed by the fund brokerage company, including by employees or members of the board of directors in the fund brokerage company, via a special, independent, and autonomous channel. Reports to the arrangement must be able to be made anonymously. The fund brokerage company shall follow up on reports to the arrangement and be able to document in writing how the fund brokerage company has followed up on the reports. The Act on the Protection of Whistleblowers shall apply to the arrangement in the first sentence, cf. however § 2 in the Act on the Protection of Whistleblowers.

Subsection 2. The arrangement in subsection 1 may be established via a collective agreement.

Subsection 3. The Financial Supervisory Authority may in special cases exempt from the requirement in subsection 1, if the Financial Supervisory Authority assesses that it would be pointless to establish an arrangement.

§ 102. A fund brokerage company may not subject employees or former employees to unfavorable treatment or unfavorable consequences as a result of the employee or former employee having reported the fund brokerage company's violation or potential violation of the financial regulation to the Financial Supervisory Authority or to an arrangement in the fund brokerage company. The same applies in the setting, allocation, and payment of variable pay to employees or former employees.

Subsection 2. Employees or former employees whose rights have been infringed by a violation of subsection 1 may be awarded compensation in accordance with the principles in the Act on Equal Treatment of Men and Women with regard to Employment etc. The compensation is set with regard to the employee's or former employee's period of employment and the circumstances of the case otherwise.

Subsection 3. Subsections 1 and 2 may not be derogated from by agreement to the detriment of the employee or former employee.

§ 103. If an employee or former employee and a fund brokerage company enter into an agreement containing a confidentiality clause, it shall appear from the agreement that the employee or former employee is not barred from reporting information about violations or potential violations of the financial regulation to public authorities.

Subsection 2. Notwithstanding subsection 1, the employee or former employee is not barred from reporting information about violations or potential violations of the financial regulation to public authorities, even if such a prohibition is included in an agreement between the employee or former employee and the fund brokerage company. The same applies to reports to arrangements pursuant to § 101.

Duty to Inform the Financial Supervisory Authority

§ 104. A fund brokerage company shall immediately notify the Financial Supervisory Authority of information about matters that are of decisive importance for the fund brokerage company's continued operation. The fund brokerage company shall as soon as possible notify the Financial Supervisory Authority of information that is of significant importance for the Financial Supervisory Authority's supervision.

Subsection 2. The same applies to the individual member of the board of directors and a director in a fund brokerage company.

Subsection 3. A member of a fund brokerage company's board of directors or management and the external auditor shall immediately notify the Financial Supervisory Authority if the person concerned suspects that the fund brokerage company does not comply with one of the following requirements:

1. The individual solvency requirement pursuant to § 120.
2. The capital base requirement pursuant to Article 11 of Regulation (EU) 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms.

Subsection 4. Subsections 1-3 shall apply mutatis mutandis to fund brokerage companies and fund brokerage holding companies regarding matters in subsidiaries that are fund brokerage companies.

Publication

§ 105. Fund brokerage companies that do not meet the conditions for classification as small and non-interconnected fund brokerage companies, and that have branches or subsidiaries that are financing institutions as defined in Article 4, subsection 1, no. 26, of Regulation (EU) 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions in another country, shall annually publish the following information per country regarding the branches and subsidiaries:

1. Location, name, and nature of the activities.
2. Turnover.
3. Number of employees in full-time equivalents.
4. Profit before tax.
5. Tax on profit.
6. Public deposits received.

Subsection 2. The information shall be audited by the fund brokerage company's external auditors and shall be published as an appendix to the annual report, cf. § 155.

§ 106. The Financial Supervisory Authority may determine that fund brokerage companies' publication of information in accordance with Article 46 of Regulation (EU) 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms shall be done with a frequency other than once a year, and that certain media and places shall be used for these publications.

Subsection 2. The Financial Supervisory Authority may determine that parent undertakings shall once a year publish a description of their legal structure and the fund brokerage company group's management structure and organizational structure.

Chapter 11 Remuneration

Written Remuneration Policy

§ 107. Fund brokerage companies and fund brokerage holding companies shall have a written remuneration policy that is consistent with and promotes sound and effective risk management. The remuneration policy shall be gender-neutral.

Subsection 2. The company's highest body shall approve the company's remuneration policy upon any significant change and at least every fourth year. The company's remuneration policy shall be published on the company's website as soon as possible after approval. The remuneration policy shall remain publicly accessible on the website as long as it is in force.

Subsection 3. In fund brokerage companies or fund brokerage holding companies, the chairman of the board of directors shall in his report to the company's highest body account for the remuneration of the company's board of directors and management. The report shall contain information about the remuneration in the previous financial year and about the expected remuneration in the current and the coming financial year. The chairman of the board of directors shall explain and justify the content of the remuneration policy and its compliance in his report to the company's highest body.

Subsection 4. The company's highest body shall approve the remuneration of the company's board of directors for the ongoing financial year.

Subsection 5. The board of directors in a fund brokerage company and a fund brokerage holding company shall annually prepare and publish a remuneration report.

Subsection 6. The remuneration report shall contain:

1. Information about the total remuneration that each member of the board of directors and management has earned from the company and other companies within the same group as part of this role in the last 3 years, including information about the most significant content of retention and departure schemes.
2. An account of the link between management's remuneration and the company's strategy and relevant goals therefor.

Subsection 7. The remuneration report shall be published on the company's website as soon as possible after the general meeting has been held. The remuneration report shall remain publicly accessible on the company's website for a period of 10 years. The remuneration report may be available for a longer period than 10 years, provided that it no longer contains personal data.

Remuneration of Employees

§ 108. Fund brokerage companies shall ensure that remuneration of the company's employees is not in conflict with the company's obligation to act in the best interests of customers, including the company's obligations pursuant to § 45, subsection 1, and rules issued pursuant to § 45, subsection 2, cf. however subsection 3.

Subsection 2. Fund brokerage companies may not introduce remuneration schemes, sales targets, or other schemes that may give an incentive for its employees to recommend a specific financial instrument to a retail customer when the fund brokerage company could offer another financial instrument that would better cover the particular customer's needs.

Subsection 3. Subsections 1 and 2 do not apply to matters covered by collective agreement.

Remuneration of Management and Significant Risk Takers

§ 109. In fund brokerage companies' and fund brokerage holding companies' remuneration of the board of directors, management, and other employees, whose activities have significant influence on the company's risk profile or on the assets that the company manages, the company shall ensure that the following are met:

1. The variable pay components to a member of the board of directors or management may at the time of calculation of the variable pay amount to at most 50 pct. either of the fee or of the fixed base salary including pension, cf. however § 110, subsection 1.
2. The variable pay components to other employees, whose activities have significant influence on the company's risk profile or on the assets that the company manages, may at the time of calculation of the variable pay amount to at most 100 pct. of the fixed base salary including pension.
3. The company's highest body may, however, decide that the variable pay components to other employees, whose activities have significant influence on the company's risk profile or on the assets that the company manages, may amount to up to 200 pct. of the fixed base salary including pension, provided that the following requirements are met: a) The company shall no later than at the convocation of the meeting of the highest body inform the highest body that a decision is sought on the use of a higher maximum cap. b) The highest body shall make the decision on the use of a higher maximum cap on the basis of a detailed recommendation from the company, which justifies the proposal and which contains at minimum information about the number of affected employees, their areas of work, the new proposed maximum cap, and the expected impact on the company's ability to maintain a sound capital base. The shareholders shall receive the recommendation no later than simultaneously with the convocation of the meeting of the highest body. c) The company shall no later than simultaneously with the communication of the recommendation to the shareholders, cf. letter b, inform the Financial Supervisory Authority of the recommendation to the shareholders, including the proposed higher maximum cap and the justification for the proposal. The company shall, upon request from the Financial Supervisory Authority, prove that the proposed higher maximum cap is not in conflict with the company's obligations under Regulation (EU) No 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms, this Act, and rules issued pursuant to § 113, subsection 3. d) The decision on the use of a higher maximum cap shall be approved by the company's highest body with at least 66 pct. of the votes cast, provided that at least 50 pct. of the voting shares are represented at the meeting. If less than 50 pct. of the voting shares are represented at the meeting, the decision shall be approved by at least 75 pct. of the votes cast. An employee who is a shareholder in the company may not participate in the vote thereon at the meeting of the highest body if the employee has a significant interest in the decision that may be contrary to the company's interest.

e) The company must inform the Financial Supervisory Authority of the decision of the highest governing body, including the size of any decided higher maximum cap, no later than 8 days after the meeting of the highest governing body.

4. At least 50 percent of a variable remuneration component to the board of directors, the management, and other employees whose activities have a significant impact on the company's risk profile must, at the time of the calculation of the variable remuneration, consist of a balance of shares or equivalent ownership interests, share-like instruments, or equivalent illiquid instruments that reflect the instruments in the managed portfolios. The company may use hybrid core capital instruments or supplementary capital instruments or other instruments that can be converted into genuine core capital instruments or written down, and which in an appropriate degree reflect the company's creditworthiness as a company whose activity is presumed to continue. If the company does not issue such instruments, the Financial Supervisory Authority may approve alternative arrangements that serve the same purpose. Securities firms that have permission to execute orders and discretionary portfolio management, cf. Annex 1, Section A, No. 2 and 4, must, where it is possible and appropriate, use instruments that are regulated in Articles 52 and 63 of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions or other instruments that can be converted into genuine core capital instruments or written down, and which in an appropriate degree reflect the company's creditworthiness as a company whose activity is presumed to continue. The instruments may be issued by the company or its parent company, which owns the company fully.

5. The company's payment of at least 40 percent or, if larger amounts, at least 60 percent of a variable remuneration component must take place over a period of at least 4 years with commencement 1 year after the calculation time, however for the board of directors and the management at least 5 years. The payment must take place with an equal distribution over the years or with an increasing share at the end of the period.

6. The company may refrain from paying a variable remuneration component entirely or partially if the company at the time of payment of the variable remuneration does not comply with the solvency requirement or solvency requirement in Sections 120 and 121 and Articles 7 and 11 of Regulation (EU) No 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms, or if the Financial Supervisory Authority assesses that there is a nearby risk thereof.

7. The company does not pay variable remuneration to the board of directors and the management if the company in the period, which the agreement on the variable remuneration concerns, and until the time of its calculation receives a deadline from the Financial Supervisory Authority after Section 166, subsection 1 or 3, about fulfillment of the solvency requirement.

Subsection 2. For the board of directors and the management in securities firms and securities holding companies, share options or similar instruments may not exceed 12.5 percent of respectively the honorarium and the fixed basic salary including pension at the time of their calculation.

Subsection 3. The securities firm or securities holding company must ensure that shares and instruments etc., which are transferred to the board of directors, the management, or other employees, whose activities have a significant impact on the company's risk profile or on the assets which the company manages, as part of the variable remuneration covered by subsection 1, No. 4, may not be disposed of by these persons in an appropriate period, and that these persons may not conduct a hedging of the risk, which attaches to these shares and instruments etc.

Subsection 4. The securities firm or securities holding company must ensure that payment of deferred variable remuneration components after subsection 1, No. 5, to the board of directors, the management, and other employees, whose activities have a significant impact on the company's risk profile or on the assets which the company manages, is conditioned by the following:

1. The criteria, which have formed the basis for the calculation of the variable remuneration component, are still fulfilled at the time of payment.
2. The recipient of the payment has complied with the requirements to suitability and integrity and has not participated in or been responsible for behavior, which has resulted in significant losses for the company.
3. The company's economic situation is not significantly deteriorated compared to the time of the calculation of the variable remuneration component.

Subsection 5. The securities firm or securities holding company must ensure that the board of directors, the management, and other employees, whose activities have a significant impact on the company's risk profile or on the assets which the company manages, and which receive variable remuneration, must repay the variable remuneration entirely or partially, if the variable remuneration was paid on the basis of information about results, which can be documented to be incorrect, and if the recipient is in bad faith.

Subsection 6. The securities firm or securities holding company must ensure that if the board of directors, the management, and other employees, whose activities have a significant impact on the company's risk profile or on the assets which the company manages, are assigned a pension benefit, which can entirely or partially be equated with variable remuneration components, the company, if the recipient leaves the company before the pension time, must retain this part of the pension benefit for 5 years in the form of instruments covered by subsection 1, No. 4. Subsection 4 and 5 apply correspondingly to the cases mentioned in the 1st sentence. If the recipient is a member of the board of directors or employed in the company at the pension age, the company must pay the variable part of the pension benefit to the recipient in the form of instruments covered by subsection 1, No. 4, without possibility of disposal or utilization in a period of 5 years. Subsection 5 applies correspondingly to the cases mentioned in the 3rd sentence.

Subsection 7. For persons in employment relationships, which are covered by a collective agreement, subsections 1-6 only apply to agreements on variable remuneration components if the agreements on variable remuneration are not fixed in the agreement.

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Section 109 a. If a securities firm or a securities holding company enters into an agreement on a severance scheme with a member of the management, and the value of the scheme exceeds an amount corresponding to the person's total remuneration in the last 2 financial years including pension, the company must publish the size of the total remuneration, including the size of the individual remuneration components, and a justification for the size of the remuneration components.

Subsection 2. The publication after subsection 1 must take place on the company's website in the same place, where the company's remuneration policy is published, and must take place, as soon as possible and no later than 3 business days after the agreement is entered into. The information about a member of the management's severance scheme must be available, as long as the agreement is valid.

Section 109 b. Remuneration in an agreed notice period to a member of the management in a securities firm or a securities holding company, which is not counterbalanced by a usual work obligation, must be paid monthly in the notice period.

Section 109 c. A severance allowance to a member of the management in a securities firm or a securities holding company must reflect the results, which are achieved by performing the position, and must not reward offenses or lack of results.

Subsection 2. The severance allowance must be paid in monthly installments corresponding to the size of the recipient's average monthly salary including pension in the last financial year.

Subsection 3. The payment of the severance allowance can earliest begin, after a possible remuneration in the notice period is fully paid.

Subsection 4. The board of directors must recommend the payment of the severance allowance if the board of directors assesses that the director during his employment has exhibited behavior, which must be considered to constitute a serious managerial failure. The board of directors must withhold the payment of the severance allowance if the company is charged with criminal offenses, which can be attributed to the director, or if the board of directors becomes aware that the director is charged with criminal offenses, which are committed in connection with the person's employment in the company.

Subsection 5. The board of directors must demand repayment of a severance allowance, which is paid entirely or partially, before the board of directors has become aware of behavior or circumstances covered by subsection 4.

Section 109 d. Sections 109 a-109 c cannot be deviated from by agreement, including by agreement on a severance scheme to a member of the management in a securities firm or a securities holding company, which is entered into with another company in the group, which is not covered by the rules.

Remuneration by state aid

Section 110. Securities firms and securities holding companies, which receive state aid or have received assurance of state aid, may not assign or pay variable remuneration to members of the board of directors and the management.

Subsection 2. New share option programs or similar schemes may not be initiated for the board of directors or the management in securities firms and securities holding companies, which receive or have received assurance of state aid.

Subsection 3. Securities firms and securities holding companies, which receive state aid or have received assurance of state aid, must limit the variable remuneration to other employees than members of the board of directors and the management to a part of the net income, if the payment of variable remuneration otherwise will be incompatible with maintaining a robust capital base and timely termination of state aid.

Subsection 4. Securities firms and securities holding companies, which receive or have received assurance of state aid, must in their remuneration policy fix a more specified limit seen in relation to the company's net income for the total assignment of variable remuneration to other employees than members of the board of directors and the management, if the payment of variable remuneration is incompatible with maintaining a robust capital base and timely termination of state aid.

Remuneration Committee

Section 111. Securities firms and securities holding companies, whose value of balance-sheet and off-balance-sheet assets on average amounts to 100 million euros or more in the 4-year period, which lies immediately before the relevant financial year, must establish a remuneration committee, cf. however subsections 2-5.

Subsection 2. A securities firm is not obliged to establish a remuneration committee if the securities firm fulfills the conditions for classification as a small and non-interconnected securities firm.

Subsection 3. The Financial Supervisory Authority may exempt a securities firm from subsection 1 if the Financial Supervisory Authority assesses that it is appropriate considering the nature and scope of the securities firm's activities, its internal organization, and the characteristics of the group, which the securities firm belongs to. The following conditions must however be fulfilled:

1. The securities firm may not be one of the three largest securities firms in Denmark seen in relation to the total value of assets.
2. The securities firm may not be subject to obligations or simplified obligations with regard to recovery and resolution planning in accordance with Sections 98 and 99 and Chapter 20.
3. The securities firm's value of balance-sheet and off-balance-sheet assets amounts to a maximum of 300 million euros on average in the 4-year period, which lies immediately before the relevant financial year.
4. The size of the securities firm's balance-sheet and off-balance-sheet trading book activities amounts to a maximum of 150 million euros.
5. The size of the securities firm's balance-sheet and off-balance-sheet derivative activities amounts to a maximum of 100 million euros.

Subsection 4. A securities holding company is not obliged to establish a remuneration committee if the securities holding company's subsidiary is exempted from the requirement thereof in accordance with subsections 2 and 3.

Subsection 5. The Financial Supervisory Authority may regardless of subsection 1 demand that a securities firm must establish a remuneration committee if the Financial Supervisory Authority assesses that it is appropriate considering the nature and scope of the securities firm's activities, its internal organization, and the characteristics of the group, which the securities firm belongs to.

Subsection 6. In groups with several companies, which after subsection 1 have the duty to establish a remuneration committee, a common remuneration committee for these companies in the group or a part thereof may be established. The remuneration committee must be organizationally placed in a company under supervision of the Financial Supervisory Authority and must be established in a company, which is a parent company for the other companies, for which the remuneration committee is established. The remuneration committee may however not be placed in a securities holding company.

Section 112. The chairman and the members of the remuneration committee must be members of the board of directors in the company, which establishes the remuneration committee, or of the boards of directors in companies, which in accordance with Section 111, subsection 6, have a common remuneration committee. The remuneration committee must be composed so that the members have the necessary knowledge and the necessary qualifications and competences to understand and monitor the company's remuneration policy and practice, risk management, and control activities, especially insofar as it concerns adaptation of the company's remuneration structure to the company's risk profile and management of capital and liquidity, and are able to conduct a qualified and independent assessment of whether the company's remuneration, including remuneration policy and associated business practices, is in accordance with Section 107, subsection 1, Sections 108-110, and rules issued in accordance with Section 113. The remuneration committee must have an equal gender distribution.

Subsection 2. The remuneration committee must conduct the preparatory work for the board of directors' decisions on remuneration, including remuneration policy and other decisions thereof, which can have an impact on the company's risk management, and in connection with this conduct the following:

1. The remuneration committee must advise the board of directors on the formulation of the company's remuneration policy, assist the board of directors in ensuring compliance with the company's remuneration policy in practice, and assess whether the company's remuneration policy is updated, including if necessary coming with proposals for updates of the remuneration policy.
2. The remuneration committee must ensure that the information presented to the general meeting about the company's remuneration policy and practice and the information after Section 109, subsection 1, No. 3, letter a and b, are sufficient.
3. The remuneration committee must assess whether the company's processes and systems are sufficient and take into account the company's risks, including risks connected with management of capital and liquidity, in relation to the company's remuneration structure, and ensure that the company's remuneration policy and practice are in accordance with and promote a sound and effective risk management and are in accordance with the company's business strategy, objectives, values, and long-term interests.
4. The remuneration committee must assess the company's and the business units' total results and ensure that the management has evaluated whether the result criteria, which have formed the basis for the calculation of variable remuneration to the company's members of the board of directors and management and other employees, whose activities have a significant impact on the company's risk profile, are still fulfilled at the payment time, cf. Section 109, subsection 4.
5. The remuneration committee must control selected evaluations conducted by the management, cf. No. 4, to test whether the conditions in Section 109, subsection 4, are fulfilled.
6. The remuneration committee must ensure that the independent control functions and other relevant functions are involved, insofar as it is necessary for the implementation of the tasks in No. 1-5, and, insofar as it is necessary, seek external advice.

Subsection 3. The remuneration committee can perform other tasks concerning remuneration. The remuneration committee must in the preparatory work perform the company's long-term interests, including also in relation to investors, and the public's interest.

Subsection 4. In securities firms and in securities holding companies, which have the duty to establish a remuneration committee, and where there is employee representation in the board of directors, at least 1 of these representatives must be a member of the remuneration committee.

Section 113. The Minister for Business Affairs may for securities firms and securities holding companies fix more specified rules about the definition of other employees, whose activities have a significant impact on the company's risk profile.

Subsection 2. The Minister for Business Affairs may for securities firms and securities holding companies fix more specified rules about the duty to publish information about remuneration of the board of directors, the management, and other employees, whose activities have a significant impact on the company's risk profile.

Subsection 3. The Minister for Business Affairs may for securities firms and securities holding companies fix more specified rules about the circumstances, which are mentioned in Section 107, subsection 1, and Section 109, subsections 1-6.

Subsection 4. The Minister for Business Affairs may for securities firms and securities holding companies fix more specified rules about compliance with rules on remuneration at group level.

Chapter 12 Disclosure of Confidential Information General Provisions

Section 114. Board members, members of the representative body, directors, and other employees in a securities firm or in a securities holding company may not unauthorizedly pass on or utilize confidential information, which they under the exercise of their duties have become acquainted with. The same applies to auditors and examiners and their substitutes, founders, valuers, and liquidators.

Subsection 2. The one, who receives confidential information, is covered by the duty of confidentiality in subsection 1, 1st sentence.

§ 115. A fund brokerage company may pass on ordinary information about customer relationships for use in performing administrative tasks.

Subsection 2. For the purpose of performing administrative tasks, information may be passed on to a joint-stock company wholly owned by Labour Market Supplementary Pension and to Labour Market Supplementary Pension, cf. Section 23, subsection 4, and Section 26 b, subsection 3, of the Act on Labour Market Supplementary Pension.

Subsection 3. The recipient of information pursuant to subsection 1 or 2 is subject to the duty of confidentiality in Section 114, subsection 1, first sentence.

Subsection 4. The Financial Supervisory Authority shall establish detailed rules on which information constitutes ordinary customer information pursuant to subsection 1.

§ 116. A fund brokerage company must not pass on information about purely private matters without the customer's consent, unless the passing on is justified pursuant to Section 114, subsection 1, first sentence, or Section 115, subsection 2.

Passing on information to the parent company

§ 117. A fund brokerage company may pass on confidential information to the fund brokerage company's parent company for use in risk management, if the parent company is a fund brokerage company or a fund brokerage holding company. This does not apply to information about purely private matters.

Subsection 2. Information about customers who are natural persons may not be passed on for use in risk management, except in the special cases where the information about the customer relates to obligations that have or may have a significant size.

Passing on information for marketing purposes

§ 118. A fund brokerage company must not pass on information about a customer who is a natural person for use in marketing or advice, unless the customer has given consent thereto.

Subsection 2. Passing on to group companies subject to the duty of confidentiality pursuant to Section 114, subsection 1, first sentence, and companies which the fund brokerage company operates jointly with others, cf. Section 31, and which are subject to the duty of confidentiality pursuant to Section 114, subsection 1, first sentence, may take place without consent, if it concerns general customer information that forms the basis for classification into customer categories. The passing on must be necessary for the company to which the information is passed on to pursue a legitimate interest, when the interest of the natural person does not outweigh this interest.

Subsection 3. Ordinary information about customers who are legal persons may be passed on for use in marketing and advice to a fund brokerage company subject to the duty of confidentiality in Section 114, subsection 1, or to a financial company subject to a corresponding duty of confidentiality.

§ 119. A fund brokerage company shall prepare guidelines on the extent to which information is passed on from the fund brokerage company. The guidelines must be freely accessible.

Section V Capital and Liquidity Conditions Chapter 13 Solvency and Liquidity The Individual Solvency Need

§ 120. The board of directors and the management of a fund brokerage company that does not meet the conditions for classification as a small and non-interconnected fund brokerage company shall ensure that the fund brokerage company has a sufficient capital base and liquid assets, as well as internal procedures for risk measurement and risk management for the ongoing assessment and maintenance of a capital base and liquid assets of a size, type, and distribution that is appropriate to cover the risks that the fund brokerage company may pose to others, and that the fund brokerage company is or may be exposed to. These procedures must be subject to internal control to ensure that they continue to be adequate and in reasonable proportion to the nature, scope, and complexity of the fund brokerage company's business.

Subsection 2. The fund brokerage company's board of directors and management shall, on the basis of the assessment pursuant to subsection 1, calculate the fund brokerage company's individual solvency need, which may not be less than the capital base requirement pursuant to Article 11, subsection 1, of Regulation (EU) 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms.

Subsection 3. The Financial Supervisory Authority may determine that a fund brokerage company that meets the conditions for classification as a small and non-interconnected fund brokerage company shall assess and calculate the fund brokerage company's individual solvency need.

Subsection 4. The Financial Supervisory Authority may establish detailed rules for the calculation and reporting of the individual solvency need for fund brokerage companies and for groups where the top parent company in Denmark is a fund brokerage company or a fund brokerage holding company, cf. Section 129.

The Individual Solvency Requirement

§ 121. The Financial Supervisory Authority may individually set a higher requirement for the capital base of a fund brokerage company in the form of a supplement to the capital base requirement pursuant to Article 11 of Regulation (EU) 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms. This individually set solvency requirement is the Financial Supervisory Authority's assessment of the fund brokerage company's sufficient capital base and may be set if the Financial Supervisory Authority assesses the following:

1. The fund brokerage company is exposed to risks or elements of risks or poses risks to others that are significant and are not covered or not sufficiently covered by the capital base requirements, in particular the K-factor requirements, in the third or fourth part of Regulation (EU) 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms.

2. The fund brokerage company does not meet the requirements for arrangements for risk measurement and risk management for the ongoing assessment and maintenance of the sufficient capital base and liquid assets pursuant to Section 120 and the requirements for management arrangements in Chapter 9, and other supervisory measures will likely not improve the arrangements within a reasonable time.

3. The adjustments in relation to the prudent valuation of the trading book are not sufficient to enable the fund brokerage company to sell or hedge its positions within a short period without suffering significant losses under normal market conditions.

4. The Financial Supervisory Authority's control of the fund brokerage company's use of internal models for calculating the capital base requirement shows that the failure to meet the requirements for the use of the permitted internal models will likely result in an insufficient capital base.

5. The fund brokerage company repeatedly fails to establish or maintain a sufficient level of additional capital base, cf. Section 122.

Subsection 2. The supplement must be met under the following conditions:

1. At least three quarters of the supplement must be met with core capital.

2. At least three quarters of the core capital must consist of own core capital.

3. The capital base may not be used to meet the capital base requirements covered by Article 11, subsection 1, points (a)-(c), of Regulation (EU) 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms.

Guidance on Additional Capital Base

§ 122. The Financial Supervisory Authority may establish a guiding level of additional capital base for a fund brokerage company that does not meet the conditions for classification as a small and non-interconnected fund brokerage company, which ensures that the capital base maintained by the fund brokerage company is significantly larger than the capital base requirement pursuant to Article 11, subsection 1, of Regulation (EU) 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms, the individual solvency need, and the individual solvency requirement, to ensure that economic fluctuations do not lead to failure to meet the aforementioned capital base requirements or endanger the fund brokerage company's ability to wind down or cease its business in an orderly manner. The guiding level of additional capital base must be established taking into account the principle of proportionality and the size, systemic significance, nature, scope, and complexity of the activities performed by the fund brokerage company.

Subsection 2. The Financial Supervisory Authority shall notify the fund brokerage company of any expectations regarding the adjustment of the maintained capital base established taking into account subsection 1 and a deadline by which the fund brokerage company must have made the adjustment.

Write-down of Assets in Connection with Calculation of Capital Base

§ 123. The Financial Supervisory Authority may require a fund brokerage company that does not meet the conditions for classification as a small and non-interconnected fund brokerage company to write down assets etc. for use in calculating the capital base.

Special Liquidity Requirements

§ 124. The Financial Supervisory Authority may set a special liquidity requirement for a fund brokerage company, taking into account specific liquidity risks in the fund brokerage company. The first sentence applies to fund brokerage companies that do not meet the conditions for classification as small and non-interconnected fund brokerage companies, and also to fund brokerage companies that meet the conditions for classification as small and non-interconnected fund brokerage companies and which have not been exempted from the liquidity requirement in accordance with Article 43, subsection 1, of Regulation (EU) 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms.

Subsection 2. The special liquidity requirement may be set if the Financial Supervisory Authority assesses the following:

1. The fund brokerage company is exposed to liquidity risk that is significant and is not covered or not sufficiently covered by the liquidity requirement in the fifth part of Regulation (EU) 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms.

2. The fund brokerage company does not meet the requirements for arrangements for risk measurement and risk management for the ongoing assessment and maintenance of the sufficient capital base and liquid assets pursuant to Section 120 and the requirements for management arrangements in Chapter 9, and other supervisory measures will likely not improve the arrangements within a reasonable time.

Subsection 3. The special liquidity requirement is calculated as the difference between the Financial Supervisory Authority's assessed sufficient liquidity and the liquidity requirement in the fifth part of Regulation (EU) 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms and must be met with liquid assets as specified in Article 43 of the Regulation.

Chapter 14 Placement of Funds

§ 125. A fund brokerage company's capital shares in other companies must not exceed 100 percent of the capital base.

Subsection 2. Share purchase and share sale transactions must be included in the calculation of the limit pursuant to subsection 1.

Subsection 3. Capital shares that must be deducted from the capital base and capital shares in companies that are fully included in the consolidation are not included in the limit pursuant to subsection 1.

Subsection 4. The Financial Supervisory Authority may grant exemption from the limit pursuant to subsection 1.

§ 126. A fund brokerage company must not own real estate or have capital shares in real estate companies for more than 20 percent of the capital base, cf. however subsection 2.

Subsection 2. Properties that the fund brokerage company has acquired to operate business from are not included pursuant to subsection 1.

Subsection 3. The Financial Supervisory Authority may grant exemption from the limit pursuant to subsection 1.

§ 127. A fund brokerage company that does not have permission to carry out trading for own account, cf. Annex 1, Section A, No. 3, may place its capital base in the financial instruments covered by Annex 2.

Chapter 15 Group Rules and Consolidation etc. Parent Companies' Calculation of Capital Base Requirements at Company Level

§ 128. The rules on capital base requirements in Article 11, subsection 1, points (a) and (c), of Regulation (EU) 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms apply at company level for fund brokerage holding companies that are the top parent company in Denmark. The capital base requirement pursuant to Article 11, subsection 1, point (c), of the aforementioned Regulation applies only for parent fund brokerage holding companies that have a subsidiary that is covered by this capital base requirement.

Subsection 2. The Financial Supervisory Authority shall establish detailed rules for the calculation and reporting of capital base requirements and capital base, including own core capital, hybrid core capital, and supplementary capital, for fund brokerage holding companies that are the top parent company in Denmark.

Solvency and Liquidity, Placement of Funds, and Intra-Group Transactions at Group Level

§ 129. In groups where the top parent company in Denmark is a fund brokerage company or a fund brokerage holding company, Sections 125, 126, and 137 apply for the group. Sections 120, 121, and 124 further apply for the group in the following cases:

1. The top parent company itself or at least one of the parent company's subsidiaries is a fund brokerage company covered by Sections 120, 121, and 124.

2. The top parent company is a fund brokerage holding company that has at least one subsidiary that is a fund brokerage company covered by the provision.

Pro Rata Consolidation

§ 130. If a fund brokerage company or a fund brokerage holding company holds, alone or together with other companies in the group, capital interests in a credit or financing institution that is not a subsidiary, and the credit or financing institution is operated jointly with other companies that are part of the group, pro rata consolidation of the company must be performed in accordance with Article 7 of Regulation (EU) 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms in relation to the fund brokerage company's share of the equity and result of the company in which the capital interest is held.

Subsection 2. If the fund brokerage company's or fund brokerage holding company's liability for the company is not limited to the shareholding or voting rights, full consolidation must be performed in accordance with Article 7 of Regulation (EU) 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms.

Subsection 3. Subsections 1 and 2 do not apply to the top parent company in Denmark that is part of a group where consolidation is performed in accordance with Article 7 of Regulation (EU) 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms.

Early Intervention at Group Level

§ 131. Sections 177 and 179 apply for groups where the top parent company in Denmark is:

1. a fund brokerage company that has permission to provide or perform one or both of the investment services and activities mentioned in Annex 1, Section A, Nos. 3 and 6, or

2. a fund brokerage holding company or a mixed financial holding company with at least one subsidiary that has permission to provide or perform one or both of the investment services and activities mentioned in Annex 1, Section A, Nos. 3 and 6.

Subsection 2. If a parent company covered by subsection 1 meets the conditions for the Financial Supervisory Authority to apply one or more of the orders mentioned in Sections 177 or 179, the Financial Supervisory Authority shall consult the other competent authorities in the supervisory college and notify the European Banking Authority before the parent company is issued an order pursuant to Sections 177 or 179.

Subsection 3. If the Financial Supervisory Authority, as the consolidating authority pursuant to subsection 1, receives a consultation corresponding to Section 132, the Financial Supervisory Authority shall provide its assessment of the intended order's impact on the group within 3 working days after receipt.

Subsection 4. If more than one competent authority in the supervisory college wishes to issue one or more orders pursuant to Sections 177 or 179 to a group covered by subsection 1, the Financial Supervisory Authority, in cooperation with the other competent authorities in the supervisory college, shall assess whether it is most appropriate to appoint the same temporary administrator, cf. Section 179, for all affected companies or to coordinate the application of one or more orders pursuant to Section 177 on more than one company. The Financial Supervisory Authority and the other competent authorities in the supervisory college shall strive to reach a joint decision no later than 5 working days after the consultation pursuant to subsection 2. If a joint decision is reached, the Financial Supervisory Authority shall forward it to the parent company.

Subsection 5. If no joint decision, cf. subsection 4, exists no later than 5 working days after the consultation pursuant to subsection 2, the Financial Supervisory Authority shall make a decision on the application of one or more orders, cf. Sections 177 or 179, against the parent company. The Financial Supervisory Authority shall notify the parent company and the other relevant competent authorities in the supervisory college of this decision. The Financial Supervisory Authority shall postpone the decision if one of the competent authorities in the supervisory college has referred the matter to the European Banking Authority, and shall thereafter make a decision in accordance with the decision from the European Banking Authority.

§ 132. In cases where one or more subsidiaries are fund brokerage companies that have permission to provide or perform one or both of the investment services and activities mentioned in Annex 1, Section A, Nos. 3 and 6 and are subject to supervision by the Financial Supervisory Authority, but where another authority within the European Union or in a country with which the Union has concluded an agreement in the financial sector is the consolidating authority for the relevant group, the Financial Supervisory Authority, when the conditions for applying Sections 177 or 179 are met in relation to one or more subsidiaries, shall consult the consolidating authority before the Financial Supervisory Authority issues one or more orders pursuant to Sections 177 or 179 to the subsidiary. The Financial Supervisory Authority shall notify the consolidating authority and the other competent authorities in the supervisory college of the decision.

Subsection 2. In a group where consolidated supervision is not with the Financial Supervisory Authority, the Financial Supervisory Authority may make a decision on the application of one or more orders, cf. Sections 177 or 179, against a fund brokerage company that has permission to provide or perform one or both of the investment services and activities mentioned in Annex 1, Section A, Nos. 3 and 6 and is subject to supervision by the Financial Supervisory Authority, if a joint decision as mentioned in Section 131, subsection 4, second sentence, does not exist within the deadline in Section 131, subsection 4, second sentence. The Financial Supervisory Authority shall notify the fund brokerage company of this decision. The Financial Supervisory Authority shall postpone the decision if the matter has been referred to the European Banking Authority, and shall thereafter make a decision in accordance with the decision from the European Banking Authority.

Separation of Capital Shares in Fund Brokerage Companies in a Sub-Group

§ 133. The Financial Supervisory Authority may order a parent company that owns capital shares in one or more fund brokerage companies to separate the fund brokerage companies and financing institutions in a sub-group under a fund brokerage holding company, if:

1. the group is structured in such a way that the parent company does not have to meet the capital base requirement in Section 128 and the consolidated capital base requirement in Article 7 of Regulation (EU) 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms,

2. a member of the parent company's board of directors or management is subject to one of the circumstances in Section 75, subsection 1, Nos. 3, 4, and 6, or

3. the structure otherwise hinders the performance of the Financial Supervisory Authority's tasks.

Disposal of Capital Shares in a Fund Brokerage Company

§ 134. The Financial Supervisory Authority may order a fund brokerage holding company to dispose of capital shares in a fund brokerage company, if:

1. the parent company does not meet the capital base requirement in Section 128 or the group does not meet the consolidated capital base requirement in Article 7 of Regulation (EU) 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms,

2. a member of the fund brokerage holding company's board of directors or management does not have sufficient experience to perform the duties or hold the position or is subject to one of the circumstances in Section 75, subsection 1, Nos. 3, 4, and 6, or

3. the fund brokerage holding company hinders a prudent and reasonable management of the fund brokerage company.

Common Intermediate Parent Company within the European Union

§ 135. A fund brokerage company shall appoint a common intermediate parent company within the European Union, if:

1. the fund brokerage company is part of a group whose parent company is located in a country outside the European Union with which the Union has not concluded an agreement in the financial sector,

2. the group has two or more credit institutions, mortgage credit institutions, or fund brokerage companies located in a country within the European Union or in a country with which the Union has concluded an agreement in the financial sector, and

3. the group has assets with a total value of 40 billion euros or more in the European Union or in a country with which the Union has concluded an agreement in the financial sector.

Subsection 2. The Financial Supervisory Authority may grant permission for the fund brokerage company to appoint two intermediate parent companies within the European Union, if:

1. the parent company of the group mentioned in subsection 1, No. 1, is ordered to separate activities in the country outside the European Union with which the Union has not concluded an agreement in the financial sector, where the parent company is located, or

2. if the competent resolution authority for the intermediate parent company has assessed that resolution would be more effective with two intermediate parent companies in the European Union.

Subsection 3. An intermediate parent company must have permission as a credit institution or mortgage credit institution or be an approved financial holding company or mixed financial holding company, cf. however subsection 4.

Subsection 4. A fund brokerage company that has permission to provide or perform one or both of the investment services and activities mentioned in Annex 1, Section A, Nos. 3 and 6, may be appointed as an intermediate parent company, if:

1. none of the undertakings concerned have authorization as a credit institution or a mortgage credit institution, or
2. the intermediate parent undertaking has been designated pursuant to subsection 2, item 1.

Intragroup Transactions

Section 136. The Financial Supervisory Authority shall lay down detailed rules on intragroup transactions entered into between a securities firm and

1. undertakings that are directly or indirectly connected with the securities firm as subsidiaries, associated undertakings or parent undertakings or as associated undertakings of the parent undertaking and other subsidiaries,
2. undertakings or persons connected with the securities firm through close relationships, or
3. undertakings not covered by items 1 and 2, where the persons in the management of the undertakings are the same for the majority, or where the undertakings are subject to joint management pursuant to an agreement or articles of association.

Subsection 2. Intragroup transactions carried out in breach of rules laid down pursuant to subsection 1 shall be revoked, so that services are, if possible, returned, including that any security provided ceases to exist. Payments from the securities firm made in connection with intragroup transactions in breach of rules laid down pursuant to subsection 1 shall be refunded with an annual interest rate on the amount corresponding to the interest rate set pursuant to Section 5, subsections 1 and 2, of the Interest Act.

Intragroup Exposures

Section 137. A securities firm may not, without authorization from the Financial Supervisory Authority, have exposures to other undertakings within the same group, with the exception of exposures to subsidiaries, subject to Sections 138-142.

Subsection 2. A securities firm may not have an exposure to undertakings or persons who directly or indirectly have decisive influence on the securities firm, or who are dominated by undertakings or persons with such influence.

Subsection 3. The Financial Supervisory Authority may grant a derogation from subsection 2.

Early Intervention and Intragroup Financial Support

Section 138. Securities firms authorized to provide or perform one or both of the investment services and activities mentioned in Annex 1, Section A, items 3 and 6, and securities holding companies and mixed holding companies with at least one such subsidiary securities firm, which are part of a group with other such securities firms, securities holding companies and mixed holding companies, and credit institutions, mortgage credit institutions, financing undertakings and financial holding companies and mixed holding companies pursuant to the Act on Financial Business with at least one subsidiary that is a credit institution, mortgage credit institution or financing undertaking, may, with the authorization of the Financial Supervisory Authority, enter into an agreement on intragroup financial support with one or more of these group undertakings for the event that one of these group undertakings subsequently comes into a situation where the conditions for early intervention in Chapter 18 are met. An agreement on intragroup financial support must be compatible with the conditions in Section 140.

Subsection 2. When entering into an agreement on intragroup financial support, the undertakings that are parties to the agreement must act in their own interest. The agreement on intragroup financial support must establish principles for the calculation of the remuneration to be paid for transactions in accordance with the agreement.

Subsection 3. An application for authorization to enter into an agreement on intragroup financial support shall be submitted to the Financial Supervisory Authority by the parent undertaking in the group, when the ultimate parent undertaking within the European Union is under consolidated supervision by the Financial Supervisory Authority. The application must include a draft of the intended agreement, information on which undertakings intend to participate in the agreement, and other information necessary for the Financial Supervisory Authority's assessment of whether the agreement is compatible with the conditions in Section 140.

Subsection 4. The Financial Supervisory Authority shall immediately forward the submitted application for authorization to enter into an agreement on intragroup financial support to the competent authorities for each of the subsidiary undertakings wishing to participate in the agreement, in order to reach a joint decision.

Subsection 5. The Financial Supervisory Authority shall grant authorization for the intended agreement in accordance with the procedures in subsections 7 and 8, if the agreement is assessed to be compatible with the conditions for providing intragroup financial support in Section 140.

Subsection 6. The Financial Supervisory Authority may, in accordance with the procedures in subsections 7 and 8, prohibit the entry into the intended agreement on intragroup financial support, if the agreement is considered incompatible with the conditions for providing intragroup financial support in Section 140.

Subsection 7. Upon receipt of an application pursuant to subsection 3, the Financial Supervisory Authority, together with the competent authorities for each of the subsidiary undertakings wishing to participate in the agreement, shall reach a joint decision on the application within 4 months. If a joint decision is reached, the Financial Supervisory Authority shall forward it to the applying undertaking.

Subsection 8. If no joint decision is reached within the time limit of 4 months, the Financial Supervisory Authority shall make a decision on the application. The Financial Supervisory Authority shall notify the undertaking and the relevant competent authorities of the decision.

Subsection 9. The Financial Supervisory Authority shall postpone the decision if any of the competent authorities for each of the subsidiary undertakings wishing to participate in the agreement has referred the matter to the European Banking Authority. The Financial Supervisory Authority shall thereafter make a decision in accordance with the decision of the European Banking Authority.

Section 139. If the Financial Supervisory Authority has granted authorization for an agreement on intragroup financial support pursuant to Section 138, subsection 1, the agreement must be approved by the shareholders in each of the undertakings wishing to participate in the agreement.

Subsection 2. The board of directors for each of the undertakings participating in the agreement on intragroup financial support shall annually report to the shareholders on the implementation of the decisions made pursuant to the agreement.

Section 140. An undertaking may only provide intragroup financial support in accordance with the agreement entered into pursuant to Section 138, subsection 1, to another undertaking that meets the conditions in Chapter 18, when all of the following conditions are met:

1. It can reasonably be expected that the intragroup financial support will remedy the significant financial problems in the recipient undertaking.
2. The intragroup financial support aims to preserve or restore the financial stability of the group as a whole or of one of the undertakings and is in the interest of the providing undertaking.
3. The intragroup financial support is provided on market-based terms, including in return for remuneration.
4. There is a reasonable prospect that the remuneration for the intragroup financial support will be paid, including that the loan will be repaid by the recipient undertaking, if the support is provided in the form of a loan.
5. The provision of the intragroup financial support will not threaten the liquidity or solvency of the providing undertaking.
6. The provision of the intragroup financial support will not pose a threat to financial stability, in particular in countries within the European Union or in countries with which the Union has concluded an agreement in the financial field, where the providing undertaking is established.
7. The providing undertaking meets the capital and liquidity requirements at the time of the provision of the intragroup financial support, and the provision of support does not result in the requirements no longer being met, unless the Financial Supervisory Authority or the competent authority in countries within the European Union or in countries with which the Union has concluded an agreement in the financial field, which is responsible for the supervision of the providing undertaking, has granted specific authorization for this.
8. The providing undertaking meets at the time of the provision of the intragroup financial support the requirements for large exposures set out in Part Four of Regulation (EU) No 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms or Part Four of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions, depending on which of the two regulations the providing undertaking is subject to, unless the competent authority in countries within the European Union or in countries with which the Union has concluded an agreement in the financial field, which is responsible for the supervision of the providing undertaking, has granted specific authorization for the non-compliance.
9. The provision of the intragroup financial support does not change the possibilities for the resolution of the providing undertaking.

Section 141. The board of directors of a providing undertaking shall make a decision to provide intragroup financial support in accordance with the agreement on this, if the conditions in Section 140 are met. The board of directors of the recipient undertaking shall make a decision to accept intragroup financial support in accordance with the agreement.

Subsection 2. The board of directors of a providing undertaking must, prior to the provision of intragroup financial support in accordance with an approved agreement on this, pursuant to Section 138, subsection 5, notify

1. the Financial Supervisory Authority,
2. the consolidating supervisory authority, if it is not the Financial Supervisory Authority,
3. the competent authority for the recipient undertaking, if this is not covered by items 1 or 2, and
4. the European Banking Authority.

Subsection 3. The notification must contain the board's reasoned decision and detailed information on the intended intragroup financial support, including a copy of the agreement on intragroup financial support.

Subsection 4. The Financial Supervisory Authority has from the time of receipt of the notification and receipt of the required information 5 working days to prohibit or limit the intragroup financial support, if the Financial Supervisory Authority assesses that the conditions in Section 140 are not met.

Subsection 5. The Financial Supervisory Authority's decision to accept, prohibit or limit the intragroup financial support shall be communicated immediately to

1. the consolidating supervisory authority, if it is not the Financial Supervisory Authority,
2. the competent authority for the recipient undertaking and
3. the European Banking Authority.

Subsection 6. If the Financial Supervisory Authority does not prohibit or limit the intragroup financial support within the time limit in subsection 4, intragroup financial support may be provided in accordance with the notification.

Subsection 7. The board's decision to provide intragroup financial support shall be sent to the authorities covered by subsection 2. The Financial Supervisory Authority shall immediately notify the other members of the supervisory college and the members of the resolution college, if the Financial Supervisory Authority has consolidated supervision of the group.

Section 142. An undertaking that is a party to an agreement on intragroup financial support covered by Section 138 must publish on its website a description of the general conditions of the agreement and the names and identification numbers in the form of CVR numbers for Danish undertakings that are parties to the agreement.

Subsection 2. Publication pursuant to subsection 1 must take place at least once a year simultaneously with the publication of the annual report. Publication must also take place if there are significant changes in the agreement on intragroup financial support or in the undertaking during the year.

Section VI Annual Report and Audit Chapter 16 Annual Report and Audit General Rules on Annual Report and Audit

Section 143. For each financial year, securities firms and securities holding companies shall prepare an annual account, which consists of a balance sheet, an income statement, other comprehensive income, notes, including a statement of accounting policies, and a statement of changes in equity. The annual account shall be supplemented with

1. annual account for a group managed by the undertaking (group account),
2. management report for the undertaking and for a group managed by the undertaking,
3. management statement, and
4. auditor's report.

Subsection 2. The annual account may be supplemented with any supplementary reports, pursuant to Section 153.

Subsection 3. The collective term for the accounts, reports and statements referred to in subsections 1 and 2 is 'annual report'.

Subsection 4. If a declaration on sustainability reporting has been made, pursuant to Section 154 a, subsection 1, this must be included in the annual report.

Section 144. Securities firms and securities holding companies shall prepare the annual report in accordance with the rules in this chapter and rules laid down pursuant to Section 157.

Section 145. Securities firms and securities holding companies that are not obliged to apply the international accounting standards referred to in Article 4 of Regulation (EC) No 1606/2002 of the European Parliament and of the Council of 19 July 2002 on the application of international accounting standards to their group accounts, may choose to apply the standards to their group accounts.

Subsection 2. Securities firms and securities holding companies that are obliged to apply or optionally apply the standards mentioned in subsection 1 must follow all approved standards. If provisions in this chapter or in rules issued pursuant to Section 157 regulate the same matters as the standards, the securities firms or securities holding companies must apply the standards instead of the provisions.

Subsection 3. The Financial Supervisory Authority may lay down rules necessary for the application of the regulation mentioned in subsection 1, here in the country.

Management's Responsibility for the Preparation of the Annual Report

Section 146. The board of directors and the executive management shall prepare the annual report for the securities firm or securities holding company.

Subsection 2. Each individual member of the management is responsible for ensuring that the annual report

1. is prepared in accordance with legislation and any additional requirements for accounts in articles of association or agreement,
2. can be audited and approved in due time,
3. if the annual report must contain a sustainability report, can be provided with a declaration on sustainability reporting, so that the annual report can be approved in due time, and
4. is submitted to the Financial Supervisory Authority and the Danish Business Authority within the time limits set in legislation.

Section 147. When the annual report has been prepared, all members of the board of directors and the executive management must sign it and date the signature. The members of the board of directors and the executive management must give their signature in connection with a management statement, where each individual member's name and function in relation to the securities firm or securities holding company are clearly indicated, and in which they declare whether

1. the annual report has been prepared in accordance with the requirements of legislation and any requirements in articles of association or agreement,
2. the annual account and any group account give a true and fair view of the securities firm or securities holding company or the group, the group's assets and liabilities, financial position as well as the result, and
3. the management report contains a true and fair description of the development in the activities and economic conditions of the securities firm or securities holding company and, if a group account has been prepared, the group's activities and economic conditions as well as a description of the most significant risks and uncertainties that the securities firm, securities holding company and group respectively may be affected by, and that any sustainability reporting has been prepared in accordance with the rules in this chapter and the rules issued pursuant to Section 154 a, subsection 5, and Section 157.

Subsection 2. If the annual report is signed digitally, the requirement in subsection 1 that the signature and the dating of the signature must be given in connection with the management statement shall not apply. The signatory's name must, however, be clearly indicated in connection with the management statement.

Subsection 3. If the management has inserted supplementary reports in the annual report, the members of the board of directors and the executive management must declare in the management statement whether the report gives a true and fair description within the framework of generally accepted guidelines for such reports.

Subsection 4. A member of the management cannot refrain from signing the annual report, even if the member of the management is completely or partially in disagreement with the annual report or has objections to it being approved with the content that has been decided. The member of the management may, however, express their objections with a concrete and comprehensive justification in connection with their signature and the management statement.

Basic Requirements for the Annual Report

Section 148. The annual account and any group account must give a true and fair view of the securities firm or securities holding company's and the group's assets and liabilities, financial position as well as the result. The management report must contain a true and fair description of the matters covered by the report.

Subsection 2. If the application of the provisions of this Act or rules issued pursuant to Section 157 is not sufficient to give a true and fair view as mentioned in subsection 1, additional information must be given in the annual account and group account respectively.

Subsection 3. If the application of the provisions of this chapter or rules issued pursuant to Section 157 in special cases conflicts with the requirement in subsection 1, first sentence, they must be derogated from, so that this requirement is met. Such a derogation must be disclosed in the notes each year and always justified concretely and comprehensively with information on which impact, including as far as possible the monetary impact, the derogation has on the securities firm's, securities holding company's and group's assets and liabilities, financial position as well as the result.

Section 149. For the annual account and group account to give a true and fair view, and for the management report to contain a true and fair description, the requirements in subsections 2 and 3 must be met.

Subsection 2. The annual report must be prepared so that it supports the users of the accounts in their economic decisions, and must at least concern

1. the allocation of the user's own resources,
2. the management of the securities firm's or securities holding company's resources, and
3. the distribution of the securities firm's or securities holding company's resources.

Subsection 3. The annual report must be prepared so that it provides information on matters that are normally relevant to the users of the accounts. The information must also be reliable in relation to what the users of the accounts normally expect.

Subsection 4. The users of the accounts are persons, undertakings, organizations and public authorities etc., whose economic decisions are normally expected to be affected by an annual report, including current or future participants in the undertaking, creditors, employees, customers and alliance partners, the local community and grant-giving and fiscal authorities.

Section 150. The annual report must be prepared according to the following basic assumptions:

1. It must be prepared in a clear and understandable manner (clarity).
2. Account must be taken of the actual circumstances and not of formalities without real content (substance).
3. All relevant matters must be included in the annual report, unless they are insignificant (materiality). If several insignificant matters are considered significant together, they must, however, be included.
4. The operation of an activity is assumed to continue (going concern), unless it should not or is not assumed to be able to continue. If an activity is discontinued, classification and presentation as well as recognition and measurement must be adapted to this discontinuation.
5. Recognition and measurement must be made on a prudent basis, including that accounting estimates must be supported and neutral. Any value adjustment must be recognized, regardless of whether the annual account shows a surplus or deficit.
6. Transactions, events and changes in value must be recognized when they occur, regardless of the time of payment (accrual basis).
7. Recognition methods and measurement bases must be applied consistently to the same category of matters (consistency).
8. Each transaction, event and change in value must be recognized and measured separately, and the individual matters must not be offset against each other (gross value).
9. The opening balance for the financial year must correspond to the closing balance for the previous financial year (formal continuity).

Subsection 2. Presentation and classification, consolidation method, recognition method and measurement basis as well as the monetary unit used must not be changed from year to year (real continuity). Change may, however, be made if this thereby better achieves a true and fair view, or if the change is necessary as a result of a change in legislation or rules issued pursuant to Section 157. Section 148, subsection 3, second sentence, shall apply correspondingly.

Subsection 3. The Financial Supervisory Authority may, regardless of subsection 1, item 8, lay down rules on the obligation to offset.

Section 151. The financial year must follow the calendar year.

Subsection 2. The first financial period may cover a shorter or longer period than 12 months, but at most 18 months.

Subsection 3. Parent undertakings and subsidiary undertakings must ensure that the subsidiary undertaking has the same financial year as the parent undertaking, unless this is not possible due to circumstances beyond the control of the parent undertaking and the subsidiary undertaking.

Subsection 4. The Financial Supervisory Authority may grant a derogation from the requirement in subsection 1 in special cases.

Section 152. Recognition, measurement and information in monetary units must be made in Danish kroner or euros.

Subsection 2. The Financial Supervisory Authority may, in rules issued pursuant to Section 157, stipulate that the amounts are stated in other foreign currencies that are relevant to the undertaking and the undertaking's group respectively.

Supplementary Reports

Section 153. Supplementary reports, including reports on knowledge and employees' conditions (knowledge accounts), on environmental conditions (green accounts), on the securities firm's or securities holding company's social responsibility (social accounts) and on the securities firm's or securities holding company's ethical objectives and follow-up on these (ethical accounts), must give a true and fair description within the framework of generally accepted guidelines for such reports. The reports must meet the quality requirements in Section 149, subsection 3, and with the relaxations that follow from the nature of the matter, the basic assumptions in Section 150, subsections 1 and 2.

Paragraph 2. The supplementary reports must state the methods and measurement bases on which the reports are prepared.

Audit of the annual report Section 154. The annual report must be audited by the external auditors of the securities brokerage company or the securities brokerage holding company. The audit does not cover the management report and the supplementary reports included in the annual report. However, the auditor must provide an opinion on the management report.

Declaration on sustainability reporting Section 154a. A securities brokerage company or a securities brokerage holding company that is required to prepare sustainability reporting must have the sustainability reporting accompanied by a declaration on sustainability reporting.

Paragraph 2. The declaration pursuant to paragraph 1 must be issued by an auditor who is approved in accordance with the Auditor Act to issue declarations on sustainability reporting, or through an independent assurance provider who is registered in accordance with the Act on Independent Assurance Providers regarding sustainability reporting.

Paragraph 3. Section 160, paragraphs 5-7 and 9, apply with the necessary adaptations to the sustainability reporting.

Paragraph 4. The board of directors may allow internal audit and deputy audit directors to perform work activities as a basis for the declaration on sustainability reporting, cf. paragraph 1. The provisions in Section 160, paragraph 8, apply with the necessary adaptations to the work activities of internal audit and deputy audit directors in connection with the issuance of a declaration on sustainability reporting.

Paragraph 5. The Danish Financial Supervisory Authority establishes rules on the implementation of the auditor's or the independent assurance provider's issuance of declarations on sustainability reporting. The Danish Financial Supervisory Authority may also establish rules on internal audit, insofar as it concerns sustainability reporting.

Section 154b. For companies covered by Section 154a, paragraph 1, which before December 31, 2025, have chosen one or more auditors or independent assurance providers, cf. Section 149a, paragraph 1, of the Companies Act, to issue a declaration on sustainability reporting, the deregistration of the chosen auditor or independent assurance providers does not require separate adoption.

Paragraph 2. In the event of deregistration pursuant to paragraph 1, Section 149a, paragraphs 2 and 3, of the Companies Act do not apply.

Paragraph 3. Deregistration pursuant to paragraph 1 cannot be carried out after the next ordinary general meeting or similar meeting in a corresponding approval body held on December 31, 2025, or later.

Submission of annual reports, audit protocols, and declarations on sustainability reporting Section 155. The annual report must be submitted to the Danish Financial Supervisory Authority in the form in which it has been presented and approved by the board of directors, via digital communication without undue delay after the board meeting where the annual report was finally approved.

Paragraph 2. The external auditor's audit protocol regarding the annual report and, for securities brokerage companies and securities brokerage holding companies with an internal auditor, the internal audit director's audit protocol regarding the annual report, must be submitted to the Danish Financial Supervisory Authority via digital communication simultaneously with the submission of the annual report pursuant to paragraph 1. If the external auditor does not keep an audit protocol regarding the annual report, other corresponding documentation is submitted.

Section 156. The approved annual report must be submitted to the Danish Business Authority without undue delay after final approval and no later than 4 months after the end of the financial year. Securities brokerage companies and securities brokerage holding companies that are required to prepare interim reports must submit the prepared interim report to the Danish Business Authority no later than 3 months after the end of the interim period.

Paragraph 2. The submitted annual report must at least contain the mandatory components and the full audit opinion or other declaration from the auditor or an independent assurance provider, cf. Section 154a. If the securities brokerage company or securities brokerage holding company wishes to publish supplementary reports as mentioned in Section 153, these must be submitted together with the mandatory components of the annual report, so that the mandatory components and the supplementary reports together appear as one document designated as "annual report".

Paragraph 3. A company that is required to prepare sustainability reporting and is obliged under other legislation to have parts of its sustainability reporting verified by an accredited independent third party must make the report from the independent third party available on the company's website.

Paragraph 4. The Danish Financial Supervisory Authority may, after consultation with the Danish Business Authority, establish detailed rules on the submission of annual reports and interim reports to the Danish Business Authority and rules on the publication of annual reports and interim reports. Detailed rules may be established hereunder that annual reports and interim reports must be submitted digitally to the Danish Business Authority, and that communication in connection with this must be digital.

Section 156a. Subsidiaries and branches that must prepare a sustainability report on behalf of the ultimate parent company or a foreign company that is not subject to the legislation of the European Union or a country with which the Union has concluded an agreement in the financial field, must submit the sustainability report and a declaration on sustainability reporting, issued by a legal or natural person authorized to issue such a declaration in accordance with the legislation of the relevant country, to the Danish Business Authority no later than 12 months after the end of the financial year to which the sustainability report relates.

Paragraph 2. The companies mentioned in paragraph 1 must submit a declaration that the sustainability report was prepared on the basis of the information possessed by the subsidiary or branch, if the ultimate parent company or the foreign company has not made the necessary information available for the preparation of the sustainability report. Any declaration must be submitted to the Danish Business Authority no later than 12 months after the end of the financial year to which the sustainability report relates.

Paragraph 3. Subsidiaries and branches that are exempt from preparing a sustainability report themselves because the ultimate parent company or the foreign company has prepared a sustainability report, must submit to the Danish Business Authority no later than 12 months after the end of the financial year to which the report relates, the sustainability report prepared by the ultimate parent company or the foreign company, together with a declaration on sustainability reporting issued by a legal or natural person authorized to issue such a declaration in accordance with the legislation of the relevant country, or any declaration that the ultimate parent company or the foreign company has not issued a declaration on sustainability reporting.

Paragraph 4. The Danish Financial Supervisory Authority may, after consultation with the Danish Business Authority, establish detailed rules on the submission of the sustainability report, the declaration on sustainability reporting, and any declarations pursuant to paragraphs 2 and 3 to the Danish Business Authority.

The Danish Financial Supervisory Authority's power to establish detailed rules on the annual report and declarations on sustainability reporting Section 157. The Danish Financial Supervisory Authority establishes detailed rules for the annual report, including rules on the recognition and measurement of assets, liabilities, income, and expenses, the preparation of the income statement and balance sheet, and requirements for notes and the management report.

Paragraph 2. The Danish Financial Supervisory Authority also establishes rules for group accounts, including rules on when an annual report must include a group account and which companies this must cover.

Paragraph 3. The Danish Financial Supervisory Authority may establish rules for the preparation and publication of financial reports covering periods shorter than the annual report.

Paragraph 4. The Danish Financial Supervisory Authority establishes rules on sustainability reporting, including rules on content and form.

Reactions to violations of the law Section 158. With a view to ensuring that the annual reports and sustainability reports of securities brokerage companies and securities brokerage holding companies prepared by subsidiaries and branches on behalf of the ultimate parent company or a foreign company that is not subject to the legislation of the European Union or a country with which the Union has concluded an agreement in the financial field, are in accordance with the rules in this chapter and the rules issued pursuant to Section 157, and that the group accounts of securities brokerage companies and securities brokerage holding companies covered by Article 4 of Regulation (EC) No 1606/2002 of the European Parliament and of the Council of 19 July 2002 on the application of international accounting standards are in accordance with international accounting standards, the Danish Financial Supervisory Authority may:

1. provide guidance,
2. point out violations, and
3. order that errors be corrected and violations be brought to an end.

Accounting reports Section 159. The Danish Financial Supervisory Authority may require securities brokerage companies and securities brokerage holding companies to make regular reports of accounting data on forms designed by the Danish Financial Supervisory Authority.

Audit Section 160. Securities brokerage companies and securities brokerage holding companies must have at least one state-authorised auditor. If more than one auditor is chosen, or if an auditor is appointed pursuant to paragraph 2, the additional chosen or appointed auditors must be state-authorised.

Paragraph 2. The Danish Financial Supervisory Authority may in special cases appoint an additional auditor. This auditor functions on the same terms and according to the same rules as the auditors chosen by the general meeting.

Paragraph 3. The auditors in a securities brokerage company or in a securities brokerage holding company must also be auditors in the subsidiaries of the securities brokerage company and the securities brokerage holding company.

Paragraph 4. Paragraph 3 does not apply to parent companies and subsidiaries that are not established in Denmark.

Paragraph 5. In the event of a change of auditor, the securities brokerage company or securities brokerage holding company and the outgoing auditor must each provide the Danish Financial Supervisory Authority with a statement within 1 month after resignation, if the change is due to special circumstances.

Paragraph 6. The Danish Financial Supervisory Authority may require the auditor and, for securities brokerage companies and securities brokerage holding companies with an internal auditor, the internal audit director, to provide information on the circumstances in a securities brokerage company, in a securities brokerage holding company, or in such securities brokerage companies' and securities brokerage holding companies' subsidiaries.

Paragraph 7. The Danish Financial Supervisory Authority may arrange an extraordinary audit in a securities brokerage company, in a securities brokerage holding company, or in such securities brokerage companies' and securities brokerage holding companies' subsidiaries. The securities brokerage company or securities brokerage holding company may be required to pay for the execution of the audit. The Danish Financial Supervisory Authority approves the size of the fee.

Paragraph 8. The board of directors may not, cf. Section 89, paragraph 1, allow internal audit and deputy audit directors to perform audit tasks in companies outside the group. The board of directors may not also allow internal audit and deputy audit directors to perform other work than audit tasks in securities brokerage companies and securities brokerage holding companies within the group or in companies within the same administration community. The Danish Financial Supervisory Authority may in special cases dispense with the first sentence.

Paragraph 9. The board of directors may not, cf. Section 89, paragraph 1, allow internal audit and deputy audit directors to take on offices that cause them to conflict with the rules on impartiality corresponding to those that apply to external auditors of public interest entities in accordance with the Auditor Act and Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements regarding statutory audit of public interest entities and repealing Commission Decision 2005/909/EC.

Paragraph 10. The Danish Financial Supervisory Authority establishes rules on the implementation of the audit in securities brokerage companies, in securities brokerage holding companies, and in such companies' subsidiaries, including rules on internal audit.

Section 161. An external auditor and an internal audit director in a securities brokerage company or in a securities brokerage holding company must immediately notify the Danish Financial Supervisory Authority of any matter and any decision concerning the securities brokerage company or securities brokerage holding company of which the auditor becomes aware in the course of performing the duties as auditor, and which may:

1. constitute a significant violation of statutory provisions or regulations that set the conditions for the granting of permission, or that specifically concern the activities of the securities brokerage company or securities brokerage holding company,
2. affect the continued operation of the securities brokerage company or securities brokerage holding company, or
3. lead to a refusal to sign the accounts or to a modification of the conclusion.

Paragraph 2. The duty to notify also covers any matter and any decision covered by paragraph 1, which the external auditor and an internal audit director become aware of as auditor for a company that has close connections with the securities brokerage company or securities brokerage holding company.

Section VII Interventions or termination etc. Chapter 17 Merger and termination Merger Section 162. A securities brokerage company may not, without the consent of the Minister for Industry, Business and Financial Affairs, merge with another securities brokerage company or a financial undertaking, cf. the Act on Financial Undertakings, or with a specific business part of another securities brokerage company or financial undertaking. The same applies when the surviving company is an investment company or a foreign financial undertaking, cf. the Act on Financial Undertakings.

Paragraph 2. A decision on merger must be communicated to the applicant no later than 2 months after the receipt of the application. If the application is incomplete, a decision must be communicated no later than 2 months after the applicant has submitted the information necessary to make the decision. A decision must in any case be made no later than 6 months after the receipt of the application.

Paragraph 3. Permission pursuant to paragraph 1 may, among other things, be refused if the merger is contrary to significant public interest considerations.

Paragraph 4. Section 238, paragraph 2, Section 239, paragraph 2, Section 242, second sentence, Section 256, paragraph 2, Section 257, paragraph 2, Section 260, second sentence, Section 277, second sentence, Section 294, paragraph 2, and Section 297, second sentence, of the Companies Act do not apply to mergers covered by paragraphs 1 and 2.

Withdrawal of permission Section 163. The Danish Financial Supervisory Authority may withdraw a securities brokerage company's permission as a securities brokerage company if the securities brokerage company requests this.

Section 164. The Danish Financial Supervisory Authority may further withdraw a securities brokerage company's permission as a securities brokerage company in the following cases:

1. The securities brokerage company commits serious or repeated violations of a) this Act, the Money Laundering Act, the Capital Markets Act, or regulations issued pursuant to these Acts, b) Regulation (EU) No 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms and regulations and rules issued pursuant thereto, c) regulations issued pursuant to Directive (EU) 2019/2034 of the European Parliament and of the Council of 27 November 2019 on the supervision of investment firms, d) Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, e) regulations issued pursuant to Directive (EU) 2015/849 of the European Parliament and of the Council of 20 May 2015 on the prevention of the use of the financial system for the purpose of money laundering or terrorist financing, or f) Regulation (EU) 2023/1114 of the European Parliament and of the Council of 31 May 2023 on markets in crypto-assets.
2. The securities brokerage company does not meet the requirements for obtaining a permission in accordance with Chapter 3.
3. Business as a securities brokerage company is not commenced no later than 12 months after the Danish Financial Supervisory Authority has granted the company permission.
4. Securities brokerage business is not carried out for a period of more than 6 months.

Paragraph 2. If a securities brokerage company does not meet the liquidity requirement in Article 43, paragraph 1, of Regulation (EU) No 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms, the Danish Financial Supervisory Authority may withdraw the permission. The first sentence does not apply to securities brokerage companies that meet the conditions for classification as small and non-interconnected securities brokerage companies and which, in accordance with Article 43, paragraph 1, second subparagraph, of said Regulation, have been exempted from the liquidity requirement in Article 43, paragraph 1, first subparagraph, of said Regulation.

Paragraph 3. If a securities brokerage company does not meet a specific liquidity requirement established for the securities brokerage company pursuant to Section 124, and the securities brokerage company has not provided the prescribed liquidity within a deadline set by the Danish Financial Supervisory Authority, the Danish Financial Supervisory Authority may withdraw the permission. The Danish Financial Supervisory Authority may extend the deadline if the Danish Financial Supervisory Authority deems this necessary.

Section 165. A securities brokerage company that has permission to provide or perform one or both of the investment services and activities mentioned in Annex I, Section A, nos. 3 and 6, is considered distressed or likely to become distressed in the following cases:

1. The securities brokerage company violates or there are objective indicators to support that the securities brokerage company in the near future will violate the requirements to maintain its permission in a manner that allows the Danish Financial Supervisory Authority to withdraw the permission in accordance with Section 164, paragraph 1, no. 1 or 2, Section 166, paragraph 1, or Section 238, paragraph 2.
2. There are objective indicators to support a finding that the securities brokerage company in the near future will be unable to pay its debts or other liabilities as they fall due, and the Danish Financial Supervisory Authority can therefore withdraw the permission in accordance with Section 164, paragraph 2 or 3.
3. The securities brokerage company receives extraordinary financial support from the public, unless the support is given to avoid or remedy a serious disturbance in the Danish economy and maintain financial stability and the financial support is a) a state guarantee to cover liquidity facilities provided by Danmarks Nationalbank, b) a state guarantee for recently issued liabilities, or c) an injection of capital base or purchase of capital instruments to handle a capital shortage that has been identified in national stress tests or stress tests carried out at EU level.

Paragraph 2. A securities brokerage company group is considered distressed or likely to become distressed when the group at consolidated level is in one of the situations mentioned in paragraph 1.

Paragraph 3. The Danish Financial Supervisory Authority makes a decision that a securities brokerage company, which has permission to provide or perform one or both of the investment services and activities mentioned in Annex I, Section A, nos. 3 and 6, or a securities brokerage company group, is considered distressed or likely to become distressed, after hearing Financial Stability.

Section 166. If a securities brokerage company does not meet the capital requirements in Article 11 of Regulation (EU) No 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms and the individual solvency requirement in Section 120, paragraph 2, and the securities brokerage company has not provided the prescribed capital within a deadline set by the Danish Financial Supervisory Authority, cf. paragraph 4, the Danish Financial Supervisory Authority must withdraw the permission, cf. however paragraph 5.

Paragraph 2. If the provision of capital requires the securities brokerage company's highest authority to be convened, the Danish Financial Supervisory Authority may determine that the convening may take place with a shorter deadline than set in the articles of association.

Paragraph 3. If a securities brokerage company group covered by Chapter 15 does not meet the solvency requirement in the relevant provision, and the group has not provided the prescribed capital within a deadline set by the Danish Financial Supervisory Authority, cf. paragraph 4, the Danish Financial Supervisory Authority may withdraw the securities brokerage company's permission, cf. however paragraph 5.

Paragraph 4. The Danish Financial Supervisory Authority sets the deadline pursuant to paragraphs 1 and 3 taking into account the nature of the case and specific circumstances. The deadline may be extended if the Danish Financial Supervisory Authority deems it necessary.

Paragraph 5. The Danish Financial Supervisory Authority may refrain from withdrawing the permission pursuant to paragraph 1 or 3 when the interest in appropriate crisis management or resolution speaks in favor of this.

Resolution after withdrawal Section 167. When the Danish Financial Supervisory Authority withdraws a securities brokerage company's permission in accordance with Sections 163, 164, or 166, the securities brokerage company must be resolved, and no other business may be commenced until the resolution is completed.

Paragraph 2. The Danish Financial Supervisory Authority must approve the form, content, and implementation of the resolution, unless the resolution takes place through liquidation, bankruptcy, or merger in accordance with Section 162.

Section 168. When a securities brokerage company makes a decision on resolution, the securities brokerage company must immediately notify the Danish Financial Supervisory Authority of the decision.

Paragraph 2. The Danish Financial Supervisory Authority may set a deadline for the adoption of a decision on liquidation pursuant to Section 217 of the Companies Act. If the deadline is exceeded, the Danish Financial Supervisory Authority may decide that the securities brokerage company must enter liquidation.

Special rules on liquidation and bankruptcy Section 169. A securities brokerage company must be liquidated by one or more liquidators appointed by the Minister for Industry, Business and Financial Affairs. One of the liquidators must be a lawyer.

Section 170. The Danish Financial Supervisory Authority may suspend the articles of association of a securities brokerage company during the liquidation.

Paragraph 2. Accounts prepared in connection with liquidation must be submitted to the Danish Financial Supervisory Authority and the Danish Business Authority.

Section 171. If a securities brokerage company is in liquidation, only the liquidators or the Danish Financial Supervisory Authority may file a petition for bankruptcy.

Section 172. When a securities brokerage company becomes insolvent, the Danish Financial Supervisory Authority may file a petition for bankruptcy. The Danish Financial Supervisory Authority's decision to file a petition for bankruptcy cannot be appealed pursuant to Section 275.

Paragraph 2. Notwithstanding Section 17, paragraph 2, of the Bankruptcy Act, a securities brokerage company that does not meet its obligations regarding subordinated capital raised as liable loan capital is not considered insolvent. The same applies to other securities brokerage companies that do not meet their obligations regarding supplementary capital raised as liable loan capital.

Paragraph 3. After the delivery of the bankruptcy decree, the bankruptcy court, after consultation with the Danish Financial Supervisory Authority, appoints one or more trustees, of whom one must be a lawyer.

Section 173. The Danish Financial Supervisory Authority has the right to participate in meetings of the creditors' committee and in bankruptcy assemblies. Draft final accounts and final distribution in the bankruptcy estate are submitted by the trustee to

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The Danish Financial Supervisory Authority may submit a request for restructuring proceedings to the bankruptcy court before the curator submits it to the court.

Restructuring Proceedings

Section 174. The Danish Financial Supervisory Authority may submit a request for restructuring proceedings of a securities brokerage company when the interests of customers so require.

Subsection 2. A request for restructuring proceedings pursuant to subsection 1 shall be accompanied by the Danish Financial Supervisory Authority's proposal for who shall be appointed as the restructuring administrator and the trustee during the restructuring proceedings, and a declaration from the persons concerned stating that they are willing to accept the appointment and meet the conditions in Section 238 of the Bankruptcy Act.

Section 175. The provisions of this Act or regulations issued pursuant thereto regarding the powers of the Minister for Industry, Business and Financial Affairs and the Danish Financial Supervisory Authority and the obligations of securities brokerage companies towards the Minister for Industry, Business and Financial Affairs and the Danish Financial Supervisory Authority shall apply with the necessary adaptations to securities brokerage companies that are subject to restructuring proceedings or liquidation.

Section 176. The Minister for Industry, Business and Financial Affairs shall establish regulations with a view to fulfilling EU rules on the resolution and liquidation of securities brokerage companies.

Chapter 18 Early Intervention

Section 177. If a securities brokerage company, which has permission to provide or perform one or both of the investment services and activities mentioned in Annex 1, Section A, Nos. 3 and 6, violates or it is highly probable that it will violate in the near future the requirements laid down in this Act, regulations issued pursuant to the Act, Regulation (EU) No 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms, Part II of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, or Articles 3, 7, 14, 17 and 24-26 of Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, as a result of a significant or rapid deterioration of the securities brokerage company's financial situation, the Danish Financial Supervisory Authority may order the securities brokerage company to take one or more of the measures in subsections 2 and 3 within a deadline set by the Danish Financial Supervisory Authority. The Danish Financial Supervisory Authority may extend the deadline if deemed necessary.

Subsection 2. The Danish Financial Supervisory Authority may order the securities brokerage company to:

1. initiate or update its recovery plan, which is prepared in accordance with Sections 98 and 99,
2. prepare and submit an action plan to the Danish Financial Supervisory Authority,
3. convene the securities brokerage company's board of directors,
4. one or more members of the securities brokerage company's board of directors or management shall resign from their positions, cf. Section 79,
5. prepare and submit a plan for negotiations on the restructuring of the securities brokerage company's debt,
6. change its business strategy,
7. change its legal or operational structure, and
8. contact potential buyers with a view to preparing a winding-up of the securities brokerage company.

Subsection 3. When convening the securities brokerage company's board of directors, the Danish Financial Supervisory Authority sets the agenda. Sections 90 and 91 of the Companies Act do not apply to convenings pursuant to the first sentence. If the securities brokerage company does not comply with an order to convene the securities brokerage company's board of directors, the Danish Financial Supervisory Authority may, on behalf of the securities brokerage company, convene the securities brokerage company's board of directors and set the agenda for this. Sections 89-91 and 93 of the Companies Act do not apply to convenings pursuant to the third sentence.

Section 178. The Danish Financial Supervisory Authority may order one or more members of the board of directors or management of a securities brokerage company, which has permission to provide or perform one or both of the investment services and activities mentioned in Annex 1, Section A, Nos. 3 and 6, to resign from their positions, if the securities brokerage company's financial situation deteriorates significantly or if there are one or more serious violations of financial legislation.

Subsection 2. The Danish Financial Supervisory Authority may issue an order pursuant to subsection 1 if the order under Section 177 is not assessed as sufficient to restore the securities brokerage company's financial situation.

Subsection 3. The appointment of a new management or board of directors or new members thereof shall be made in accordance with this Act, regulations issued pursuant to the Act, the Companies Act, regulations issued pursuant to the Companies Act, and the securities brokerage company's articles of association.

Temporary Administrator

Section 179. The Danish Financial Supervisory Authority may order a securities brokerage company, which has permission to provide or perform one or both of the investment services and activities mentioned in Annex 1, Section A, Nos. 3 and 6, to appoint one or more temporary administrators, cf. subsection 2 or 3, if the securities brokerage company's financial situation deteriorates significantly or if there are one or more serious violations of financial legislation and it is assessed that an order under Section 178 is not sufficient to restore the securities brokerage company's financial situation.

Subsection 2. The Danish Financial Supervisory Authority may order the securities brokerage company to have the temporary administrator:

1. take the place of the entire board of directors, or
2. assist the board of directors in their work.

Subsection 3. The provisions of this Act and the Companies Act regarding a securities brokerage company's board of directors shall apply with the necessary adaptations to a temporary administrator who takes the place of the board of directors.

Subsection 4. At the time of the appointment of a temporary administrator who takes the place of the entire board of directors, the board of directors shall resign, and the temporary administrator shall be granted signing and representation rights in accordance with Section 135 of the Companies Act and the securities brokerage company's articles of association.

Subsection 5. Section 114 shall apply mutatis mutandis to a temporary administrator.

Subsection 6. No later than at the time of the order pursuant to subsection 1, the Danish Financial Supervisory Authority shall have determined the detailed framework for the temporary administrator's work, including which decisions the temporary administrator must submit to the Danish Financial Supervisory Authority for approval. Convening the securities brokerage company's board of directors always requires the Danish Financial Supervisory Authority's prior approval. The Danish Financial Supervisory Authority may continuously change the framework for the temporary administrator's work if the Danish Financial Supervisory Authority deems it necessary to restore the securities brokerage company's financial situation. The Danish Financial Supervisory Authority may decide that the temporary administrator must report to the Danish Financial Supervisory Authority.

Subsection 7. The Danish Financial Supervisory Authority may establish detailed rules regarding the temporary administrator.

Section 180. A temporary administrator appointed under Section 179 is appointed for a period of up to 1 year. This period may be extended by the Danish Financial Supervisory Authority in special cases. The Danish Financial Supervisory Authority must justify an extension to the securities brokerage company's shareholders. A temporary administrator may be dismissed by the Danish Financial Supervisory Authority at any time. Section 120 of the Companies Act does not apply to a temporary administrator who takes the place of the entire board of directors, and the board of directors cannot dismiss a temporary administrator. Section 121, subsection 1, of the Companies Act does not apply to the temporary administrator, who must give the Danish Financial Supervisory Authority a notice of at least 2 months before a contemplated withdrawal.

Subsection 2. The Danish Financial Supervisory Authority ensures that the temporary administrator is independent and possesses the necessary competencies to perform the task.

Subsection 3. A temporary administrator who, in the performance of their duties, intentionally or with gross negligence causes loss to the securities brokerage company, must compensate for this loss. The same applies when the damage is caused to shareholders or third parties. The Danish Financial Supervisory Authority cannot be held liable for the temporary administrator's actions and omissions under the general rules of Danish law on compensation.

Section 181. An order from the Danish Financial Supervisory Authority pursuant to Sections 177-179 does not in itself constitute a ground for performance or insolvency proceedings as defined in Section 5, subsection 1, no. 6, of the Capital Markets Act, if the securities brokerage company continues to fulfill the contract's essential material obligations, including payment and delivery obligations and requirements for collateral.

Subsection 2. If the securities brokerage company continues to fulfill the contract's essential obligations, including payment and delivery obligations and requirements for collateral, an order pursuant to Sections 177-179 or measures directly connected thereto will not in itself entitle the securities brokerage company's contractual counterparty to:

1. terminate, suspend, amend, net or set off against the contract,
2. take possession of, exercise control over or seek satisfaction in any asset belonging to the securities brokerage company, or
3. exercise influence on the securities brokerage company's contractual rights otherwise.

Subsection 3. Subsections 1 and 2 shall apply mutatis mutandis to contracts entered into by a subsidiary, provided that the parent company or another company in the group guarantees or supports the subsidiary's obligations, and to contracts entered into by a group-affiliated company, which contain provisions on cross-default.

Subsection 4. Subsections 1-3 shall apply mutatis mutandis where an order corresponding to an order under Sections 177-179 is issued in a country outside the European Union, with which the Union has not concluded an agreement in the financial sector.

Chapter 19 Crisis Management

Section 182. A securities brokerage company, which has permission to provide or perform one or both of the investment services and activities mentioned in Annex 1, Section A, Nos. 3 and 6, and a securities brokerage holding company with at least one subsidiary, which has permission to provide or perform one or both of the investment services and activities mentioned in Annex 1, Section A, Nos. 3 and 6, as well as subsidiaries thereof, shall, upon request from the Danish Financial Supervisory Authority or Financial Stability, submit the necessary statements and information to the Danish Financial Supervisory Authority and Financial Stability:

1. for use in an assessment of whether the securities brokerage company or the securities brokerage holding company is distressed or expected to be distressed, cf. Section 165,
2. for use in exercising the powers in Sections 177-181, or
3. for use in exercising the write-down and conversion power, cf. Section 214.

Subsection 2. The statements and information mentioned in subsection 1 shall be submitted no later than 12 hours after the close of business.

Subsection 3. A securities brokerage company and a securities brokerage holding company shall have effective procedures and systems that ensure that the submission of information pursuant to subsection 1 can be made within the deadline set in subsection 2, and that restructuring and resolution, cf. the Act on Restructuring and Resolution of Certain Financial Undertakings, can be carried out effectively.

Subsection 4. The Danish Financial Supervisory Authority may order the securities brokerage company to prepare a register of financial contracts entered into by the securities brokerage company.

Subsection 5. Subsections 1-3 shall apply with the necessary adaptations to financing undertakings that are subsidiaries of securities brokerage companies or of investment companies that have been granted permission in a country within the European Union or in a country with which the Union has concluded an agreement in the financial sector.

Subsection 6. The Danish Financial Supervisory Authority may, after consulting Financial Stability, establish detailed rules on which statements and information the securities brokerage company must provide, including requirements for the register of financial contracts, and which measures and systems are necessary to ensure this, rules on measures and systems necessary to ensure effective implementation of restructuring and resolution, cf. the Act on Restructuring and Resolution of Certain Financial Undertakings, and derogations from subsections 1-3.

Section 183. A securities brokerage company, which has permission to provide or perform one or both of the investment services and activities mentioned in Annex 1, Section A, Nos. 3 and 6, and a securities brokerage holding company with at least one subsidiary, which has permission to provide or perform one or both of the investment services and activities mentioned in Annex 1, Section A, Nos. 3 and 6, shall notify the Danish Financial Supervisory Authority of the names and identification numbers in the form of CVR numbers of Danish companies in the form of CVR numbers of the financial instruments that are subsidiaries of the companies in question and that are included in the Danish Financial Supervisory Authority's consolidated supervision of the group.

Chapter 20 Resolution Planning Resolution Plans

Section 184. The Danish Financial Supervisory Authority shall prepare, adopt and maintain a resolution plan for a securities brokerage company, which has permission to provide or perform one or both of the investment services and activities mentioned in Annex 1, Section A, Nos. 3 and 6, cf. however Section 186. The Danish Financial Supervisory Authority adopts the resolution plan upon recommendation from Financial Stability. The resolution plan shall:

1. contain the resolution measures that are assessed to be applicable in the resolution of the securities brokerage company, cf. Section 12 of the Act on Restructuring and Resolution of Certain Financial Undertakings,
2. take into account relevant scenarios, including that a securities brokerage company's failure may be due to specific circumstances in the securities brokerage company or be a consequence of a period of general financial instability, including events affecting the entire financial system,
3. contain an analysis of how and when a securities brokerage company can, under the conditions set out in the plan, request the use of central bank facilities and identify the assets that are expected to be regarded as collateral, and
4. contain models for how the resolution tools and powers referred to in the Act on Restructuring and Resolution of Certain Financial Undertakings can be applied to the securities brokerage company.

Subsection 2. The Danish Financial Supervisory Authority may prepare, adopt and maintain a simplified resolution plan. The Danish Financial Supervisory Authority adopts the simplified resolution plan upon recommendation from Financial Stability.

Subsection 3. The Danish Financial Supervisory Authority shall maintain the resolution plan, cf. subsections 1 and 2, at least once a year. The Danish Financial Supervisory Authority adopts the resolution plan, cf. subsections 1 and 2, upon recommendation from Financial Stability. The Danish Financial Supervisory Authority may decide to derogate from the requirement to maintain the resolution plan at least once a year, cf. however subsection 4.

Subsection 4. The Danish Financial Supervisory Authority shall maintain the resolution plan when there have been changes in the securities brokerage company, including changes in the securities brokerage company's legal or organizational structure, business activities or economic conditions, which necessitate a change in the securities brokerage company's resolution plan. The Danish Financial Supervisory Authority adopts the resolution plan upon recommendation from Financial Stability.

Subsection 5. The Danish Financial Supervisory Authority sends the final resolution plan to Financial Stability.

Subsection 6. The Minister for Industry, Business and Financial Affairs may establish detailed rules on the preparation, content and maintenance of resolution plans and the division of work between the Danish Financial Supervisory Authority and Financial Stability.

Section 185. A securities brokerage company, which has permission to provide or perform one or both of the investment services and activities mentioned in Annex 1, Section A, Nos. 3 and 6, for which a resolution plan has been prepared in accordance with Section 184, subsection 1, shall immediately inform the Danish Financial Supervisory Authority of significant changes in the securities brokerage company, including changes in the securities brokerage company's legal or organizational structure, business activities or economic conditions.

Section 186. The Danish Financial Supervisory Authority shall prepare, adopt and maintain a group resolution plan for groups where the ultimate parent undertaking is in Denmark and where the parent undertaking is a securities brokerage company, which has permission to provide or perform one or both of the investment services and activities mentioned in Annex 1, Section A, Nos. 3 and 6, a securities brokerage holding company or a mixed holding company, where at least one subsidiary is a securities brokerage company, which has permission to provide or perform one or both of the investment services and activities mentioned in Annex 1, Section A, Nos. 3 and 6, or is a mixed holding company. The Danish Financial Supervisory Authority adopts the group resolution plans upon recommendation from Financial Stability and in cooperation with the resolution authorities for the subsidiaries.

Subsection 2. A group resolution plan shall contain specific measures for the resolution of the group as a whole and the resolution of the companies and branches that are part of the group. The group resolution plan shall indicate the resolution units and resolution groups in the group in question.

Subsection 3. The group resolution plan shall be prepared in such a way that its implementation does not result in a negative and disproportionately large impact on a country within the European Union or on a country with which the Union has concluded an agreement in the financial sector.

Subsection 4. Section 184 shall apply mutatis mutandis to group resolution plans.

Subsection 5. The Danish Financial Supervisory Authority sends information received for the preparation of the group resolution plan to:

1. the European Banking Authority,
2. Financial Stability,
3. the resolution authorities for the subsidiaries,
4. the relevant competent authorities, and
5. the resolution authorities in other countries within the European Union or in countries with which the Union has concluded an agreement in the financial sector, where a securities brokerage holding company or a mixed holding company is established.

Subsection 6. The Danish Financial Supervisory Authority and Financial Stability, together with the resolution authorities for the subsidiaries, assess whether the group resolution plan meets the requirements set out in subsections 2-4 with a view to reaching a joint decision on the group resolution plan within 4 months after the Danish Financial Supervisory Authority sends information as mentioned in subsection 5.

Subsection 7. The Danish Financial Supervisory Authority makes a decision on the group resolution plan no later than 4 months after the Danish Financial Supervisory Authority has sent information pursuant to subsection 5, if the Danish Financial Supervisory Authority and the resolution authorities for the subsidiaries have not reached a joint decision, cf. subsection 6. The Danish Financial Supervisory Authority notifies the parent company and the resolution authorities for the subsidiaries.

authorities regarding the decision. If the resolution authority of a subsidiary has referred the matter to the European Banking Authority within the four-month period, the Danish Financial Supervisory Authority (Finanstilsynet) shall postpone its decision until the decision from the European Banking Authority is available. The Danish Financial Supervisory Authority shall then make a decision in accordance with the decision from the European Banking Authority. If the European Banking Authority has not made a decision within one month after the matter was referred, the Danish Financial Supervisory Authority shall make a decision regarding the group resolution plan.

Subsection 8. The Minister for Business Affairs may lay down detailed rules on the preparation, content, and maintenance of group resolution plans, as well as the division of work between the Danish Financial Supervisory Authority and Financial Stability.

Section 187. The Danish Financial Supervisory Authority shall prepare, adopt, and maintain a resolution plan, cf. Section 184, subsection 1, if the Danish Financial Supervisory Authority and Financial Stability disagree on the proposal for the group resolution plan from the group resolution authority, and if the group resolution authority and the resolution authorities of the subsidiaries have not made a joint decision on the group resolution plan within four months after the group resolution authority has sent information received for use in the preparation of the group resolution plan, cf. however the second sentence. The first sentence applies when the Danish Financial Supervisory Authority and Financial Stability are the resolution authority for a subsidiary in a group where the top parent company is established in another country within the European Union or in a country with which the Union has concluded an agreement in the financial sector.

Subsection 2. The Danish Financial Supervisory Authority shall inform the other members of the resolution college that the Danish Financial Supervisory Authority has adopted a resolution plan in accordance with subsection 1.

Subsection 3. If a resolution authority has referred the matter to the European Banking Authority within the four-month period, the Danish Financial Supervisory Authority shall postpone its decision under subsection 1 until the decision from the European Banking Authority is available. The Danish Financial Supervisory Authority shall then make a decision in accordance with the decision from the European Banking Authority. If the European Banking Authority has not made a decision within one month after the matter was referred, the Danish Financial Supervisory Authority shall make a decision regarding the resolution plan.

Section 188. The Danish Financial Supervisory Authority may order a securities firm that has permission to provide or perform one or both of the investment services and activities mentioned in Annex 1, Section A, Nos. 3 and 6, or a parent company, to assist in the preparation and maintenance of the securities firm's or the group's resolution plan, cf. Sections 184 and 186, including ordering the securities firm or the parent company to submit all relevant information.

Section 189. The Danish Financial Supervisory Authority may lay down detailed rules that a securities firm that has permission to provide or perform one or both of the investment services and activities mentioned in Annex 1, Section A, Nos. 3 and 6, shall prepare a register of financial contracts entered into by the securities firm.

Assessment of Resolution Options

Section 190. The Danish Financial Supervisory Authority and Financial Stability shall assess, in connection with the preparation of the resolution plan, cf. Section 184, whether there are significant obstacles to the resolution of a securities firm that has permission to provide or perform one or both of the investment services and activities mentioned in Annex 1, Section A, Nos. 3 and 6.

Section 191. The Danish Financial Supervisory Authority and Financial Stability shall assess, in connection with the preparation of the group resolution plan, cf. Section 186, whether there are significant obstacles to the resolution of a group.

Subsection 2. The assessment shall be carried out in cooperation with the resolution authorities of the subsidiaries and after consultation with the competent authorities for the subsidiaries.

Power to Remedy and Remove Obstacles to Resolution

Section 192. If the Danish Financial Supervisory Authority and Financial Stability, in the assessment of the resolution options for a securities firm that has permission to provide or perform one or both of the investment services and activities mentioned in Annex 1, Section A, Nos. 3 and 6, cf. Section 190, find that there are significant obstacles to the resolution of the securities firm, the Danish Financial Supervisory Authority shall notify the securities firm in writing and any resolution authorities in other countries within the European Union or countries with which the Union has concluded an agreement in the financial sector.

Subsection 2. The securities firm shall, no later than four months after receiving a notification in accordance with subsection 1, cf. however subsection 3, submit to the Danish Financial Supervisory Authority proposals for possible measures with a view to remedying or removing the significant resolution obstacles resulting from the notification.

Subsection 3. The securities firm shall submit to the Danish Financial Supervisory Authority proposals for possible measures and a timetable for the implementation of these measures no later than two weeks after the securities firm has received a notification in accordance with subsection 1, with a view to removing the significant resolution obstacle in cases where the resolution obstacle is due to the securities firm not meeting the requirement for write-downable liabilities, cf. Section 198.

Subsection 4. The Danish Financial Supervisory Authority and Financial Stability shall assess whether the securities firm's proposals for possible measures in accordance with subsections 2 and 3 effectively remedy or remove the significant resolution obstacles. If the Danish Financial Supervisory Authority and Financial Stability assess that the securities firm's proposals effectively remedy or remove the significant resolution obstacles, the proposals shall be binding on the securities firm.

Subsection 5. If the Danish Financial Supervisory Authority and Financial Stability assess that the measures proposed by the securities firm in accordance with subsection 2 or 3 do not effectively remedy or remove the significant resolution obstacles, the Danish Financial Supervisory Authority may:

1. order the securities firm to review agreements on intra-group financial support or to reconsider the absence thereof and to prepare intra-group service agreements or service agreements with third parties to cover critical functions,
2. order the securities firm to limit its maximum single and aggregate exposures,
3. in specific cases or on a regular basis by order, require additional information relevant in connection with resolution,
4. order the securities firm to dispose of certain assets,
5. order the securities firm to limit or halt existing or planned activities,
6. limit or prevent the development of new or existing business areas or the sale of new or existing products,
7. order that the securities firm or a subsidiary controlled by the securities firm, either directly or indirectly, be simplified through changes to their legal or operational structure to ensure that critical functions can be separated legally and operationally from other functions by the use of resolution tools,
8. order the securities firm to establish a holding company,
9. order the securities firm to submit a plan for meeting the requirement for write-downable liabilities,
10. order the securities firm to issue write-downable liabilities to meet the requirements in Section 198,
11. order the securities firm to take other measures to comply with the requirement for write-downable liabilities in accordance with Section 198,
12. order the securities firm to change the maturity profile of a) capital instruments and b) write-downable liabilities, or
13. order the mixed holding company to establish a separate securities holding company to take over the management of the securities firm, if this is necessary to facilitate resolution and avoid that the use of the resolution tools and powers following from Chapter 4 of the Act on Restructuring and Resolution of Certain Financial Undertakings has negative consequences for the non-financial part of the group.

Subsection 6. The securities firm shall, within one month after the notification of the order in accordance with subsection 5, submit to the Danish Financial Supervisory Authority a plan for compliance therewith.

Subsection 7. The requirement for the Danish Financial Supervisory Authority and Financial Stability to prepare resolution plans is suspended as a result of the notification referred to in subsection 1, until the measures, cf. subsections 2 and 3, or the orders, cf. subsection 5, are implemented.

Subsection 8. The Minister for Business Affairs may lay down detailed rules on the orders listed in subsection 5 and the application thereof.

Section 193. If the Danish Financial Supervisory Authority, after consulting Financial Stability, finds that there are obstacles to the resolution of a credit institution, mortgage credit institution, or securities firm that has permission to provide or perform one or both of the investment services and activities mentioned in Annex 1, Section A, Nos. 3 and 6, as a result of other securities firms that have permission to provide or perform one or both of the investment services and activities mentioned in Annex 1, Section A, Nos. 3 and 6, holding write-downable liabilities in the undertaking in resolution, the Danish Financial Supervisory Authority shall order the securities firm that holds write-downable liabilities to limit its maximum single and aggregate exposures in the undertaking in resolution.

Subsection 2. Subsection 1 does not apply in cases where the securities firm is part of the same resolution group as the securities firm in resolution.

Section 194. If the Danish Financial Supervisory Authority and Financial Stability, in an assessment of the resolution options for a group, cf. Section 191, find that there are significant obstacles to the resolution of the group in question, the Danish Financial Supervisory Authority shall, following a proposal from Financial Stability, in cooperation with the European Banking Authority and after consultation with the competent authorities, prepare and submit a report to:

1. the parent company,
2. Financial Stability, and
3. the resolution authorities of the subsidiaries.

Subsection 2. Section 192 applies mutatis mutandis to groups.

Subsection 3. The report shall:

1. analyze significant obstacles to the effective use of resolution tools and the exercise of resolution powers vis-à-vis the group and its resolution groups, cf. Chapter 4 of the Act on Restructuring and Resolution of Certain Financial Undertakings,
2. contain considerations regarding consequences for the business model of the undertaking, and
3. recommend proportionate and targeted orders that, in the opinion of the Danish Financial Supervisory Authority, are necessary or suitable to remedy or remove the obstacles in question.

Subsection 4. The parent company may, no later than four months after receiving the report prepared in accordance with subsection 1, submit comments and proposals for alternative changes or orders to the Danish Financial Supervisory Authority to remedy or remove the obstacles pointed out in the report from the Danish Financial Supervisory Authority. The Danish Financial Supervisory Authority shall communicate the parent company's comments and proposals to Financial Stability, the European Banking Authority, and the authorities mentioned in subsection 1, No. 3.

Subsection 5. The Danish Financial Supervisory Authority shall, together with Financial Stability, review the parent company's comments and proposals given in accordance with subsection 4, first sentence, with the resolution authorities of the subsidiaries to reach a joint decision on the application of orders under Section 192, subsection 5. The joint decision shall be available no later than four months after the Danish Financial Supervisory Authority has received comments from the parent company. If the Danish Financial Supervisory Authority has not received comments from the parent company, the joint decision shall be available no later than one month after the expiry of the deadline in subsection 4, first sentence.

Subsection 6. The Danish Financial Supervisory Authority shall make a decision on the application of orders if the Danish Financial Supervisory Authority and the resolution authorities of the subsidiaries have not made a joint decision within the deadlines after subsection 5. The Danish Financial Supervisory Authority shall notify the parent company and the resolution authorities of the subsidiaries of this decision. If the resolution authority of a subsidiary has referred the matter to the European Banking Authority within the deadlines, the Danish Financial Supervisory Authority shall postpone its decision until the decision from the European Banking Authority is available. The Danish Financial Supervisory Authority shall then make a decision in accordance with the decision from the European Banking Authority. If the European Banking Authority has not made a decision within one month after the matter was referred, the Danish Financial Supervisory Authority shall make a decision on which orders shall apply.

Subsection 7. The parent company shall, within one month after receiving a decision, cf. subsection 5 or 6, submit a plan for compliance with the orders.

Subsection 8. The Minister for Business Affairs may lay down detailed rules on the application of the orders listed in Section 192, subsection 5, for groups.

Section 195. If the Danish Financial Supervisory Authority and Financial Stability find that there is a significant resolution obstacle for a group, cf. Section 194, as a result of a group entity being in the situation covered by Section 192, subsection 3, the Danish Financial Supervisory Authority shall notify the parent company of its assessment after consulting the resolution authority of the resolution entity and the resolution authorities of the subsidiaries.

Subsection 2. The parent company shall submit to the Danish Financial Supervisory Authority proposals for possible measures and a timetable for the implementation of these measures no later than two weeks after receiving a notification in accordance with subsection 1, with a view to ensuring that the group entity complies with the requirement for write-downable liabilities. The Danish Financial Supervisory Authority shall communicate the parent company's proposals to the European Banking Authority and the authorities mentioned in Section 194, subsection 1, No. 3.

Subsection 3. The Danish Financial Supervisory Authority and Financial Stability shall assess whether the parent company's proposals in accordance with subsection 2 effectively remedy or remove the resolution obstacle in question.

Subsection 4. The Danish Financial Supervisory Authority shall, together with Financial Stability, review the parent company's proposals in accordance with subsection 2 with the resolution authorities of the subsidiaries to reach a joint decision on the application of orders, cf. Section 192, subsection 5. This shall be done no later than two weeks after the Danish Financial Supervisory Authority has received the parent company's proposals and timetable.

Subsection 5. The Danish Financial Supervisory Authority shall make a decision on the application of orders, cf. Section 192, subsection 5, if the Danish Financial Supervisory Authority and the resolution authorities of the subsidiaries have not made a joint decision within the deadline, cf. subsection 4. The Danish Financial Supervisory Authority shall notify the parent company of the group and the resolution authorities of the subsidiaries of this decision. If one of the resolution authorities of the subsidiaries has referred the matter to the European Banking Authority within the deadline in subsection 4, the Danish Financial Supervisory Authority shall postpone its decision until the decision from the European Banking Authority is available, and then make a decision in accordance with the decision from the European Banking Authority. If the European Banking Authority has not made a decision within one month after the matter was referred, the Danish Financial Supervisory Authority shall make a decision on which orders shall apply.

Section 196. The Danish Financial Supervisory Authority shall make a decision on which measures shall be ordered, cf. Section 192, subsection 5, when the Danish Financial Supervisory Authority and Financial Stability are the resolution authority for a resolution entity in a group where the top parent company is established in another country within the European Union or in a country with which the Union has concluded an agreement in the financial sector, and if the group resolution authority and the resolution authorities of the subsidiaries have not made a joint decision within the deadline mentioned in Section 194, subsection 5, or the deadline mentioned in Section 195, subsection 4, if the obstacle to resolution is due to the situation covered by Section 192, subsection 3. The Danish Financial Supervisory Authority shall notify the resolution entity and the group resolution authority of the decision.

Subsection 2. If a resolution authority has referred a matter covered by subsection 1 to the European Banking Authority, the Danish Financial Supervisory Authority shall postpone its decision until the decision from the European Banking Authority is available. The Danish Financial Supervisory Authority shall then make a decision in accordance with the decision from the European Banking Authority. If the European Banking Authority has not made a decision within one month after the matter was referred, the Danish Financial Supervisory Authority shall make a decision on which orders shall apply.

Section 197. The Danish Financial Supervisory Authority shall make a decision on which measures shall be ordered, cf. Section 192, subsection 5, when the Danish Financial Supervisory Authority and Financial Stability are the resolution authority for a subsidiary that is not a resolution entity, in a group where the top parent company is established in another country within the European Union or in a country with which the Union has concluded an agreement in the financial sector, and if the group resolution authority and the resolution authorities of the subsidiaries have not made a joint decision within the deadline mentioned in Section 194, subsection 5, or the deadline mentioned in Section 195, subsection 4, if the obstacle to resolution is due to the situation covered by Section 192, subsection 3. The Danish Financial Supervisory Authority shall notify the subsidiary, the resolution entity, the resolution authority for the relevant resolution entity, and the group resolution authority.

Subsection 2. If a resolution authority has referred a matter covered by subsection 1 to the European Banking Authority, the Danish Financial Supervisory Authority shall postpone its decision until the decision from the European Banking Authority is available. The Danish Financial Supervisory Authority shall then make a decision in accordance with the decision from the European Banking Authority. If the European Banking Authority has not made a decision within one month after the matter was referred, the Danish Financial Supervisory Authority shall make a decision on which measures shall be ordered.

Requirement for Write-Downable Liabilities

Section 198. A securities firm that has permission to provide or perform one or both of the investment services and activities mentioned in Annex 1, Section A, Nos. 3 and 6, shall at all times meet a minimum requirement for write-downable liabilities, which the Danish Financial Supervisory Authority sets after consulting Financial Stability. Securities holding companies and mixed 26. April 2026. 49 No. 467.

holding companies must meet a minimum requirement for eligible liabilities if the Financial Supervisory Authority, after consulting the Financial Stability Board, sets a minimum requirement for eligible liabilities for these. The same applies to financing institutions when the financing institution is a subsidiary of a securities firm that has permission to provide or perform one or both of the investment services and activities mentioned in Annex 1, Section A, nos. 3 and 6, a securities holding company, or a mixed holding company, and the financing institution is included in the supervision of the parent company on a consolidated basis.

Subsection 2. The Financial Supervisory Authority may, after consulting the Financial Stability Board, refrain from setting a requirement for eligible liabilities for a subsidiary of a resolution unit in the following cases:

1. The subsidiary is part of a resolution group, where both the resolution unit and the subsidiary are established in Denmark and the following conditions are met: a) The resolution unit meets the requirement for eligible liabilities set for the resolution unit. b) There are no current or expected significant practical or legal obstacles to the resolution unit's rapid transfer of capital base or repayment of liabilities to the subsidiary in the event that a decision has been taken regarding the exercise of write-down or conversion powers under §§ 214 or 215 or under §§ 17 or 18 a of the Act on Restructuring and Resolution of Certain Financial Undertakings. c) The resolution unit demonstrates to the Financial Supervisory Authority that the subsidiary is managed prudently and declares that the resolution unit, with the permission of the Financial Supervisory Authority, has provided a guarantee for the subsidiary's liabilities, or that the risks in the subsidiary are insignificant. d) The resolution unit's procedures for risk assessment, measurement, and control include the subsidiary. e) The resolution unit holds more than 50 pct. of the voting rights attached to the share capital in the subsidiary, or has the right to appoint or dismiss a majority of the members of the subsidiary's management.

2. The subsidiary is part of a resolution group, where both the parent company and the subsidiary are established in Denmark and the following conditions are met: a) The parent company meets the requirement for eligible liabilities on a consolidated basis in Denmark. b) There are no current or expected significant practical or legal obstacles to the parent company's rapid transfer of capital base or repayment of liabilities to the subsidiary in the event that a decision has been taken regarding the exercise of write-down or conversion powers under §§ 214 or 215 or under §§ 17 or 18 a of the Act on Restructuring and Resolution of Certain Financial Undertakings. c) The parent company demonstrates to the Financial Supervisory Authority that the subsidiary is managed prudently and declares that the parent company, with the permission of the Financial Supervisory Authority, has provided a guarantee for the subsidiary's liabilities, or that the risks in the subsidiary are insignificant. d) The parent company's procedures for risk assessment, measurement, and control include the subsidiary. e) The parent company holds more than 50 pct. of the voting rights attached to the share capital in the subsidiary, or has the right to appoint or dismiss a majority of the members of the subsidiary's management.

Subsection 3. The Financial Supervisory Authority may, after consulting the Financial Stability Board, refrain from setting a minimum requirement for eligible liabilities for a bridge institution and for a company under resolution.

Subsection 4. Liquidation entities are not required to meet a minimum requirement for eligible liabilities, unless the Financial Supervisory Authority decides otherwise after consulting the Financial Stability Board. The Financial Supervisory Authority may make a decision under the first sentence if, after consulting the Financial Stability Board, it finds it justified, particularly taking into account whether the fact that the company is becoming distressed can be expected to have a negative impact on financial stability and the risk of contagion to the financial system, including with regard to the Guarantee Fund's financing capacity. The Financial Supervisory Authority sets the minimum requirement for eligible liabilities for liquidation entities, cf. the first sentence, to an amount that exceeds the liquidation entity's loss-absorbing amount.

Subsection 5. In setting the requirement for eligible liabilities, cf. subsections 1 and 2, the Financial Supervisory Authority must indicate whether the requirement must be met on a consolidated basis, cf. § 201, or at an individual level, cf. § 204.

Subsection 6. The Financial Supervisory Authority must set the minimum requirement for eligible liabilities, cf. subsections 1 and 2, as a percentage of the total risk exposure calculated as the applicable capital base requirement, cf. Article 11, subsection 1, of Regulation (EU) 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms, multiplied by 12.5.

§ 199. The Financial Supervisory Authority sets the requirement for eligible liabilities, cf. § 198, based on the following factors:

1. The resolution group must be able to be resolved using the resolution tools on the resolution unit in a manner that meets the resolution objectives.
2. The resolution unit and its subsidiaries that are not resolution units must have sufficient eligible liabilities to ensure that losses can be absorbed and the capital requirement in the relevant securities firms can be restored to a level where the resolution unit and its subsidiaries that are not resolution units can continue to meet the requirements for permission and perform the activities for which permission has been granted, and where sufficient market confidence is maintained.
3. The resolution unit must have sufficient eligible liabilities to absorb losses and restore the resolution unit's capital requirement to a level where the resolution unit can continue to meet the requirements for permission and perform the activities for which permission has been granted, and where sufficient market confidence is maintained, when the resolution plan anticipates the possibility that certain categories of eligible liabilities are excluded from bail-in or transferred in their entirety to a recipient in a partial transfer.
4. The size, business model, financing model, and risk profile of the securities firm.
5. To what extent the fact that the securities firm becomes distressed will have a negative impact on financial stability, including through contagion to other companies.

Subsection 2. The Financial Supervisory Authority must set the requirement for eligible liabilities for a resolution unit based on whether the resolution plan provides that the resolution unit's subsidiaries, which are established in a country outside the European Union, with which the Union has not concluded an agreement in the financial area, are part of the same resolution group as the resolution unit.

§ 200. Requirements for eligible liabilities can be met with capital base and eligible liabilities, cf. §§ 202, 203, and 205.

Requirements for eligible liabilities for resolution units

§ 201. A resolution unit must meet the requirement for eligible liabilities, cf. § 198, on a consolidated basis at the resolution group level, cf. however subsection 3.

Subsection 2. The consolidation includes only securities firms that have permission to provide or perform one or both of the investment services and activities mentioned in Annex 1, Section A, nos. 3 and 6, which are subject to a requirement for eligible liabilities.

Subsection 3. The Financial Supervisory Authority sets, after consulting the Financial Stability Board, a deadline to meet the requirement for eligible liabilities anew for resolution units that have been subject to write-down or conversion under §§ 214 or 215 or §§ 17 or 18 a of the Act on Restructuring and Resolution of Certain Financial Undertakings, and resolution units for which the Financial Stability Board has used resolution tools. The Financial Supervisory Authority provides, after consulting the Financial Stability Board, interim targets for the resolution unit's fulfillment of the requirement for eligible liabilities for each 12-month period leading up to the set deadline, cf. the first sentence.

§ 202. A resolution unit must meet the requirement for eligible liabilities with capital base and liabilities in nos. 1-4 or both in combination, cf. however § 203:

1. Liabilities that meet the conditions in Article 72 a, Article 72 b, subsection 1, subsection 2, letters a-c and e-n, and subsections 3-5, and Article 72 c of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions.

2. The principal of liabilities from debt instruments that have derivative components and that meet the following conditions: a) The conditions in Article 72 a, subsection 1, and subsection 2, letter a-k, Article 72 b, subsection 1, subsection 2, letter a-c and e-n, and subsections 3-5, and Article 72 c of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions. b) The principal of the debt instrument is known at the time of issuance, is fixed or increasing, and is not affected by an embedded derivative feature, and the total liabilities arising from the debt instrument can be valued daily based on an active and liquid market for buying and selling an equivalent instrument without credit risk in accordance with Articles 104 and 105 of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions. c) The debt instrument is not covered by a netting agreement and the valuation of the debt instrument is not covered by § 27, subsection 3, of the Act on Restructuring and Resolution of Certain Financial Undertakings.

3. Liabilities from debt instruments that have derivative components and that meet the following conditions: a) The conditions in Article 72 a, subsection 1, and subsection 2, letter a-k, Article 72 b, subsection 1, subsection 2, letter a-c and e-n, and subsections 3-5, and Article 72 c of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions. b) The debt instrument contains a contractual provision stating that the value of the claim is fixed or increasing in the event of the issuer's resolution or bankruptcy, and that the value does not exceed the originally paid-in liability amount. c) The debt instrument is not covered by a netting agreement, and the valuation of the debt instrument is not covered by § 27, subsection 3, of the Act on Restructuring and Resolution of Certain Financial Undertakings.

4. Liabilities issued by a subsidiary established in the European Union or in a country with which the Union has concluded an agreement in the financial area, which is part of the same resolution group as the resolution unit, to a capital owner who is not part of the same resolution group, when the following conditions are met: a) The liabilities are issued in accordance with § 205, no. 3. b) The resolution unit's control of the subsidiary will not be affected by the Financial Supervisory Authority's exercise of write-down or conversion powers, cf. §§ 214 or 215, or the Financial Stability Board's exercise of write-down or conversion powers, cf. §§ 17 or 18 a of the Act on Restructuring and Resolution of Certain Financial Undertakings. c) The liabilities do not exceed the amount calculated from the formula in Annex 3, no. 1.

Requirements for subordination for resolution units

§ 203. The Financial Supervisory Authority may, after consulting the Financial Stability Board, decide that resolution units must meet a share of the requirement for eligible liabilities, cf. § 198, subsection 1, corresponding to the highest of either 8 pct. of total liabilities and capital base or the amount calculated from the formula in Annex 3, no. 3, with capital base, subordinated eligible instruments, or with liabilities covered by § 202, no. 4, when the following conditions are met:

1. The non-subordinated liabilities referred to in § 202, nos. 1-3, are ranked in bankruptcy order alongside liabilities that are exempt from bail-in, cf. § 25, subsection 3, of the Act on Restructuring and Resolution of Certain Financial Undertakings, or liabilities that the Financial Stability Board may decide to exempt wholly or partially from bail-in, cf. § 25, subsection 4, of the Act on Restructuring and Resolution of Certain Financial Undertakings.

2. There is a risk that creditors with claims linked to these liabilities will suffer greater losses as a result of a bail-in on non-subordinated liabilities planned in the resolution plan than they would in a bankruptcy proceeding of the resolution unit.

3. The size of the capital base and the other subordinated liabilities do not exceed the amount necessary to ensure that creditors referred to in no. 2 do not suffer losses greater than the losses they would have suffered in a bankruptcy proceeding of the resolution unit.

Subsection 2. The Financial Supervisory Authority sets, after consulting the Financial Stability Board, a deadline to meet the requirement in subsection 1 anew for the resolution units that have been subject to write-down or conversion under §§ 214 or 215 or §§ 17 or 18 a of the Act on Restructuring and Resolution of Certain Financial Undertakings, and resolution units for which the Financial Stability Board has used resolution tools. The Financial Supervisory Authority provides interim targets for the resolution unit's fulfillment of the requirement for each 12-month period leading up to the set deadline, cf. the first sentence.

Requirements for eligible liabilities for securities firms that are not resolution units (internal requirement for eligible liabilities)

§ 204. A securities firm that has permission to provide or perform one or both of the investment services and activities mentioned in Annex 1, Section A, nos. 3 and 6, which is a subsidiary of a resolution unit or a company in a third country, but which is not itself a resolution unit, must meet the requirement for eligible liabilities, cf. § 198, at an individual level, cf. however § 198, subsection 2.

Subsection 2. The Financial Supervisory Authority sets, after consulting the Financial Stability Board, a deadline to meet the requirement for eligible liabilities anew for securities firms that are not resolution units, which have been subject to write-down or conversion under §§ 214 or 215 or under §§ 17 or 18 a of the Act on Restructuring and Resolution of Certain Financial Undertakings, and securities firms that are not resolution units for which the Financial Stability Board has used resolution tools. The Financial Supervisory Authority provides interim targets for the resolution unit's fulfillment of the requirement for eligible liabilities for each 12-month period leading up to the set deadline, cf. the first sentence.

§ 205. A securities firm that has permission to provide or perform one or both of the investment services and activities mentioned in Annex 1, Section A, nos. 3 and 6, which is a subsidiary of a resolution unit or a company in a third country, but which is not itself a resolution unit, may meet the requirement for eligible liabilities with the following capital and liabilities or both in combination:

1. Common equity tier 1 capital.

2. Other capital base issued to entities that a) are part of the same resolution group or b) are not part of the same resolution group, if the resolution unit's control of the company will not be affected by the exercise of write-down or conversion powers, cf. §§ 214 or 215 or §§ 17 or 18 a of the Act on Restructuring and Resolution of Certain Financial Undertakings.

3. Liabilities that meet the following conditions: a) The liability is issued to i) the resolution unit either directly or indirectly through other companies in the same resolution group that bought the liabilities from the company covered by the provision, or ii) an existing capital owner who is not part of the same resolution group as the company covered by the provision, to the extent that the resolution unit's control of the company covered by the provision will not be affected by the Financial Supervisory Authority's exercise of write-down or conversion powers, cf. §§ 214 or 215, or the Financial Stability Board's exercise of write-down or conversion powers, cf. §§ 17 or 18 a of the Act on Restructuring and Resolution of Certain Financial Undertakings. b) The liability meets the conditions in Article 72 a, Article 72 b, subsection 1 and subsection 2, letters a, d-j and n, and Article 72 c of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions. c) The liability is subordinated in bankruptcy proceedings to liabilities that do not meet the conditions in letter a and do not qualify to meet the capital base requirement in no. 1 or 2. d) The liability is covered by write-down or conversion powers, cf. §§ 214 or 215 or §§ 17 or 18 a of the Act on Restructuring and Resolution of Certain Financial Undertakings, and the application of the powers will not affect the resolution unit's control of the subsidiary. e) The liability is not financed directly or indirectly by the company. f) The company cannot demand, redeem, repay, or repurchase the liability before maturity except in the event of the company's bankruptcy. g) The holder of the liability does not have the right to accelerate the planned payments of interest and principal for the liability except in the event of the company's insolvency or liquidation. h) Due interest and dividend payments cannot be changed for the liability based on the credit situation of the company or its parent company.

Requirements for eligible liabilities for liquidation entities

§ 205 a. A liquidation entity must meet at an individual level a requirement for eligible liabilities, which is set pursuant to § 198, subsection 4, with capital base or the following liabilities in nos. 1 and 2 or both in combination:

1. Liabilities that meet the conditions in Article 72 a and Article 72 b, subsection 1, subsection 2, letters a, c and e-n, and subsections 3-5, of the Regulation on prudential requirements for credit institutions of the European Parliament and of the Council.

2. Liabilities from debt instruments that have derivative components, cf. § 202, no. 3 or 4.

Procedure for setting the requirement for eligible liabilities when a resolution college has been established

§ 206. When a resolution college has been established, cf. § 213, requirements for eligible liabilities for resolution units established in Denmark, cf. § 198, are set in accordance with a joint decision made by

1. The Financial Supervisory Authority,
2. the group resolution authority, when this is different from the Financial Supervisory Authority and the Financial Stability Board, and
3. the resolution authorities responsible for a resolution group's subsidiaries established in another country in the European Union or in a country with which the Union has concluded an agreement in the financial area.

Subsection 2. The joint decision must indicate the requirements that apply to

1. consolidated resolution group level for each resolution unit and
2. individual basis for each individual company in the resolution group, when the company is not a resolution unit.

Subsection 3. It may be set in the joint decision that a part of the requirement for eligible liabilities for companies that are not resolution units must be met with instruments issued to companies that do not belong to the resolution group, when

1. it is assessed to be in accordance with the resolution strategy and
2. the resolution unit does not meet the requirement for eligible liabilities at an individual level at the time of the joint decision.

Subsection 4. If there is no joint decision on the requirement for eligible liabilities for the resolution unit, no later than 4 months after the Financial Supervisory Authority has submitted a proposal for requirements for eligible liabilities for the resolution authorities covered by subsection 1, the Financial Supervisory Authority sets the requirement for eligible liabilities after consulting the Financial Stability Board.

Subsection 5. If one of the authorities covered by subsection 1, nos. 2 and 3, has brought the matter before the European Banking Authority before the expiration of the 4-month deadline mentioned in subsection 4, the Financial Supervisory Authority postpones its decision, cf. subsection 4, and awaits the European Banking Authority's decision on the matter. Thereafter, the Financial Supervisory Authority sets requirements for eligible liabilities for the resolution unit in accordance with the European Banking Authority's decision after consulting the Financial Stability Board.

Subsection 6. If the European Banking Authority has not made a decision, no later than 1 month after the matter was brought before it, cf. subsection 5, the Financial Supervisory Authority sets requirements for eligible liabilities for the resolution unit after consulting the Financial Stability Board.

Subsection 7. The Financial Supervisory Authority must send the decision setting the requirement for eligible liabilities for the resolution unit to the following:

1. The resolution unit.
2. Companies that are part of the resolution group and are not resolution units.
3. The group's parent company in the European Union or in countries with which the Union has concluded an agreement in the financial area, when the parent company in question is not itself a resolution unit in the same resolution group.

§ 207. When a resolution college has been established, cf. § 213, the requirement for eligible liabilities for securities firms that have permission to provide or perform one or both of the investment services and activities mentioned in Annex 1, Section A, nos. 3 and 6, established in Denmark, which are not resolution units, cf. § 198, and where the resolution unit is established in another country in the European Union or in a country with which the Union has concluded an agreement in the financial area, is set in accordance with a joint decision made by the following:

1. The Financial Supervisory Authority.
2. The resolution authority for the resolution unit.
3. The group resolution authority, when this is different from the resolution authority for the resolution unit.
4. The resolution authorities responsible for a resolution group's subsidiaries established in another country in the European Union or in a country with which the Union has concluded an agreement in the financial area.

Subsection 2. The joint decision must indicate the requirements that apply to

1. consolidated resolution group level for each resolution unit and

2. an individual basis for each company in the resolution group, when the company is not a resolution entity.

Para. 3. It may be stipulated in the joint decision that part of the requirement for write-down eligible liabilities for securities firms that are not resolution entities must be met with instruments issued to companies that do not belong to the resolution group, when

1. it is assessed to be in accordance with the resolution strategy and
2. the resolution entity does not, at the time of the joint decision, meet the requirement for write-down eligible liabilities, cf. Section 198, on an individual level, cf. Section 204, para. 1.

Para. 4. If there is no joint decision on the requirement for write-down eligible liabilities for companies in a resolution group on an individual basis, the Danish Financial Supervisory Authority shall, after consultation with Financial Stability, set the requirement for write-down eligible liabilities no later than 4 months after the resolution authorities covered by para. 1 have submitted proposals for requirements for write-down eligible liabilities.

Para. 5. If one of the authorities covered by para. 1, no. 2-4, has referred the matter to the European Banking Authority within the 4-month deadline, the Danish Financial Supervisory Authority shall postpone its decision and await the European Banking Authority's decision on the matter. Thereafter, the Danish Financial Supervisory Authority shall, after consultation with Financial Stability, set requirements for write-down eligible liabilities in accordance with the European Banking Authority's decision.

Para. 6. If the European Banking Authority has not made a decision within 1 month after the matter has been referred, cf. para. 5, the Danish Financial Supervisory Authority shall, after consultation with Financial Stability, set requirements for write-down eligible liabilities for the company established in Denmark, which is not a resolution entity.

Para. 7. The Danish Financial Supervisory Authority shall send the decision setting the requirement for write-down eligible liabilities to the companies established in Denmark in a resolution group, which are not resolution entities.

Section 208. The Minister for Business Affairs shall lay down detailed rules on the requirement for write-down eligible liabilities. The Minister for Business Affairs may also lay down rules that derogate from Sections 204 and 205.

Supervision of compliance with the requirement for write-down eligible liabilities

Section 209. The Danish Financial Supervisory Authority supervises compliance with the requirement for write-down eligible liabilities for securities firms that have permission to provide or perform one or both of the investment services and activities mentioned in Annex 1, Section A, no. 3 and 6, cf. Section 198.

Para. 2. If a securities firm does not meet the requirement for write-down eligible liabilities, the Danish Financial Supervisory Authority shall react in at least one of the following ways:

1. Use of powers to remedy or remove obstacles to resolution in accordance with Sections 192 and 194.
2. Implementation of measures under Section 177.
3. Implementation of measures under Section 219.
4. Restriction of the securities firm's distributions with regard to the following distributions: a) Distributions relating to common equity tier 1 capital. b) Allocation of variable remuneration or estimated pension benefits or payment of variable remuneration, if the obligation to pay was introduced at a time when the securities firm did not meet the requirement for write-down eligible liabilities. c) Payments relating to hybrid tier 1 capital instruments.

Para. 3. The Danish Financial Supervisory Authority may also assess whether a securities firm is failing or likely to fail, cf. Section 165.

Reporting to the Danish Financial Supervisory Authority

Section 210. A company subject to a requirement for write-down eligible liabilities, cf. Section 198, shall report the following information to the Danish Financial Supervisory Authority:

1. The size of the capital base or capital base meeting the conditions in Section 205, no. 1 and 2, at least once every half year.
2. The size of write-down eligible liabilities at least once every half year.
3. The size of liabilities covered by bail-in at least once a year.
4. The composition of items covered by no. 1-3 and their maturity profile at least once a year.
5. The hierarchical classification of items covered by no. 1-3 in ordinary bankruptcy proceedings at least once a year.
6. Information on whether items covered by no. 1 and 2 are subject to legislation in a third country, and if so, which third country, and whether they contain the contractual terms in Section 216, para. 1, and Article 52, para. 1, points p and q, and Article 63, points n and o, of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions at least once a year.

Para. 2. Companies that, on the date of reporting this information, have write-down eligible liabilities of at least 150% of the requirement for write-down eligible liabilities are exempt from reporting the size of liabilities covered by bail-in, cf. para. 1, no. 3.

Para. 3. The Danish Financial Supervisory Authority may request that companies report the information in para. 1, no. 1-6, more frequently than specified.

Para. 4. A liquidation entity is not covered by para. 1, unless the Danish Financial Supervisory Authority has set the requirement for write-down eligible liabilities for the liquidation entity to an amount exceeding the liquidation entity's loss absorption amount, cf. Section 198, para. 4. In such cases, the Danish Financial Supervisory Authority shall set the content and frequency of the reporting obligation and notify the liquidation entity thereof.

Section 211. A securities firm subject to a requirement for write-down eligible liabilities shall immediately notify the Danish Financial Supervisory Authority if the securities firm does not meet the requirement for write-down eligible liabilities under Section 198.

Public disclosure

Section 212. A securities firm subject to a requirement for write-down eligible liabilities shall disclose the following information at least once a year:

1. The size of the securities firm's write-down eligible liabilities.
2. The composition of items covered by no. 1, their maturity profile and priority in bankruptcy proceedings of the securities firm.
3. The requirement for write-down eligible liabilities as stated in Section 198, para. 6.

Para. 2. If write-down or conversion powers have been exercised under Sections 214 or 215 or Sections 17 or 18a of the Act on Restructuring and Resolution of Certain Financial Undertakings, or if Financial Stability has used resolution tools against the securities firm, the requirements for public disclosure in para. 1 apply from the date of the deadline to meet the requirement for write-down eligible liabilities anew.

Para. 3. A liquidation entity is not covered by para. 1, unless the Danish Financial Supervisory Authority has set a requirement for write-down eligible liabilities for the liquidation entity, cf. Section 198, para. 4. The Danish Financial Supervisory Authority shall in such cases set the content and frequency of the disclosure obligation and notify the liquidation entity thereof.

Resolution Colleges

Section 213. The Danish Financial Supervisory Authority establishes resolution colleges to carry out the tasks mentioned in Sections 186, 188, 191, 194, 195, 198 and 206 for a group where the top parent company is in Denmark, and where the parent company is a securities firm that has permission to provide or perform one or both of the investment services and activities mentioned in Annex 1, Section A, no. 3 and 6, a mixed holding company or a securities holding company, which has at least one subsidiary that is a securities firm that has permission to provide or perform one or both of the investment services and activities mentioned in Annex 1, Section A, no. 3 and 6.

Para. 2. Resolution colleges consist of the following:

1. The consolidating group resolution authority.
2. The resolution authorities in each member state where a subsidiary subject to consolidated supervision is established.
3. The resolution authorities in the member states where a parent company to one or more of the group's companies, which is a securities holding company or a mixed holding company, is established.
4. The consolidating supervisory authority and the competent authorities in the member states where the resolution authority is a member of the resolution college. If the competent authority in a member state is not the member state's central bank, the competent authority may decide to be accompanied by a representative of the member state's central bank.
5. The responsible ministries, provided that the resolution authorities that are members of the resolution college are not the responsible ministries.
6. The authority responsible for the deposit guarantee scheme in a member state, provided that the resolution authority of the relevant member state is a member of the resolution college.
7. The European Banking Authority.

Para. 3. The Danish Financial Supervisory Authority may decide that a third-country resolution authority may participate as an observer in resolution colleges established in accordance with para. 1, if the third-country resolution authority requests this, and if the following conditions are met:

1. There is a company within the group established in the European Union or in a country with which the Union has concluded an agreement in the financial field, which has a subsidiary.
2. The third-country resolution authority is subject to confidentiality obligations corresponding to those to which the Danish Financial Supervisory Authority is subject.

Para. 4. The Danish Financial Supervisory Authority may participate in resolution colleges established by a group resolution authority established in countries within the European Union or in countries with which the Union has concluded an agreement in the financial field.

Para. 5. The Danish Financial Supervisory Authority establishes and participates in European resolution colleges if a company established outside the European Union or countries with which the Union has concluded an agreement in the financial field,

1. has more than one subsidiary that is a securities firm that has permission to provide or perform one or both of the investment services and activities mentioned in Annex 1, Section A, no. 3 and 6, a securities holding company or a mixed holding company, which is established in a country within the European Union or in a country with which the Union has concluded an agreement in the financial field, and at least one of the subsidiaries is established or located in Denmark, or
2. has more than one parent company that is a securities firm that has permission to provide or perform one or both of the investment services and activities mentioned in Annex 1, Section A, no. 3 and 6, a securities holding company or a mixed holding company, which is established in more than one country within the European Union or in countries with which the Union has concluded an agreement in the financial field, and at least one parent company is established in Denmark.

Para. 6. European resolution colleges established in accordance with para. 5 carry out the tasks mentioned in para. 1. The European resolution colleges otherwise function as resolution colleges established in accordance with para. 1.

Chapter 21 Write-down and conversion of capital instruments and write-down eligible liabilities

Section 214. The Danish Financial Supervisory Authority shall without undue delay write down or convert hybrid capital instruments and supplementary capital instruments, which meet the requirements in Article 9, para. 1, of Regulation (EU) No 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms, in a securities firm that has permission to provide or perform one or both of the investment services and activities mentioned in Annex 1, Section A, no. 3 and 6, into common equity tier 1 instruments, if the Danish Financial Supervisory Authority assesses that the securities firm would not be viable unless the power is exercised. The same applies to write-down eligible liabilities, which meet the conditions in Section 205, no. 3, regardless of whether the liabilities meet the condition in Section 205, no. 3, point b, regarding a remaining maturity of at least 1 year.

Para. 2. A securities firm is considered not to be viable in relation to para. 1 if the conditions in Section 165, para. 1, are met and the Danish Financial Supervisory Authority assesses that there is no prospect that other measures, including measures implemented by the private sector or the Danish Financial Supervisory Authority, within a reasonable time horizon will be able to prevent the company from having to be resolved. The Danish Financial Supervisory Authority shall consult Financial Stability on the assessment in the first sentence.

Para. 3. If the securities firm is a resolution entity that has acquired relevant capital instruments and write-down eligible liabilities indirectly through other companies in the same resolution group, the power to write down or convert these capital instruments and write-down eligible liabilities shall be exercised in a manner that ensures that losses are passed on to the resolution entity.

Para. 4. The Danish Financial Supervisory Authority's determination in accordance with para. 1 shall be based on a valuation in accordance with Chapter 3 of the Act on Restructuring and Resolution of Certain Financial Undertakings. This valuation shall be carried out by Financial Stability upon request from the Danish Financial Supervisory Authority. The decision on the size of the write-down or conversion shall likewise be based on this valuation.

Para. 5. Write-down and conversion of capital instruments and write-down eligible liabilities shall be carried out in accordance with Section 17, para. 4, and Section 18 of the Act on Restructuring and Resolution of Certain Financial Undertakings. As far as the condition in Section 18, para. 2, no. 1, of the Act on Restructuring and Resolution of Certain Financial Undertakings is concerned, it is the Danish Financial Supervisory Authority that shall approve the issuance. Sections 44-46 of the Act on Restructuring and Resolution of Certain Financial Undertakings apply with the necessary adaptations to the Danish Financial Supervisory Authority's write-down or conversion in accordance with para. 1.

Para. 6. Section 74, paras. 2 and 3, and Sections 76, 104-107, 154-157, 162-164, 167-169, 185 and 186 of the Companies Act do not apply in relation to the Danish Financial Supervisory Authority's write-down or conversion in accordance with this provision. The Danish Financial Supervisory Authority may, in connection with the conversion of relevant common equity tier 1 instruments and write-down eligible liabilities, on behalf of the company, cause the issuance of the relevant number of common equity tier 1 instruments to the owners of the relevant capital instruments and write-down eligible liabilities. For the purpose of issuing common equity tier 1 instruments in accordance with the second sentence, the Danish Financial Supervisory Authority may order the company to possess the necessary permission to issue the relevant number of common equity tier 1 instruments.

Para. 7. It is the company's board of directors' responsibility to ensure the necessary changes to the company's articles of association and the necessary registrations in accordance with the rules of the Companies Act.

Para. 8. Shareholders and creditors whose claims have been written down or converted in accordance with para. 1 shall not suffer greater losses than in the bankruptcy of the securities firm.

Para. 9. The Danish Financial Supervisory Authority's assessment in accordance with para. 8 shall be based on the valuation in Section 8 of the Act on Restructuring and Resolution of Certain Financial Undertakings. The valuation shall be carried out by Financial Stability upon request from the Danish Financial Supervisory Authority. If it is established that a shareholder or creditor, including the Resolution Fund, has suffered greater losses than would have been the case in the bankruptcy of the securities firm, the difference shall be paid by the Resolution Fund, cf. Chapter 11 of the Act on Restructuring and Resolution of Certain Financial Undertakings.

Section 215. Section 214 applies mutatis mutandis to groups when

1. the relevant capital instruments are issued by a subsidiary and the relevant capital instrument is included in the capital base on an individual and consolidated level, and when the authority responsible for the consolidated supervision of the concerned group and the Danish Financial Supervisory Authority together have established that, unless the capital instrument is written down or converted, the group will not continue to be viable, or
2. the relevant capital instrument is issued by a parent company supervised by the Danish Financial Supervisory Authority, and the relevant capital instrument is included in the capital base at the parent company level or on a consolidated level and the Danish Financial Supervisory Authority has established that, unless the capital instrument is written down or converted, the group will not continue to be viable.

Para. 2. A group shall be considered not to be viable in relation to para. 1 if the Danish Financial Supervisory Authority, after consultation with Financial Stability, has established that the group is failing or likely to fail, cf. Section 165, para. 3, and the Danish Financial Supervisory Authority assesses that there is no prospect that other measures, including measures implemented by the private sector or the Danish Financial Supervisory Authority, within a reasonable time horizon will be able to prevent the group from having to be resolved.

Para. 3. A subsidiary's relevant capital instruments shall not be written down or converted, cf. para. 1, no. 1, to a greater extent or on worse terms than capital instruments of the same rank in the parent company that have been written down or converted.

Contractual Recognition of the Danish Financial Supervisory Authority's and Financial Stability's Write-down and Conversion Powers

Section 216. A securities firm that has permission to provide or perform one or both of the investment services and activities mentioned in Annex 1, Section A, Nos. 3 and 6, a securities holding company, a mixed holding company, and a financing institute must ensure that contracts entered into after 26 June 2021, which are governed by the legislation of a third country, contain provisions whereby the counterparty acknowledges that

1. the obligation covered by the contract may be subject to the Danish Financial Supervisory Authority's and Financial Stability's write-down and conversion powers, cf. Sections 214 and 215 and Sections 17, 18a and 24 of the Act on the Restructuring and Resolution of Certain Financial Undertakings, subject to Section 24, subsection 4, of the Act on the Restructuring and Resolution of Certain Financial Undertakings, and

2. the counterparty is bound by any reduction of the principal or outstanding amount, conversion, or termination affected by the Danish Financial Supervisory Authority's and Financial Stability's exercise of the powers mentioned in No. 1.

Subsection 2. The Danish Financial Supervisory Authority may order the undertaking to obtain a legal opinion that the contractual provisions pursuant to subsection 1 are binding on the counterparty and can be enforced in accordance with the terms.

Subsection 3. Subsection 1 shall not apply if

1. the obligation is exempt from bail-in, cf. Section 25, subsection 3, of the Act on the Restructuring and Resolution of Certain Financial Undertakings,

2. the obligation is part of eligible cash belonging to natural persons, micro-enterprises, small enterprises, or medium-sized enterprises, cf. Section 2, No. 19, of the Act on the Restructuring and Resolution of Certain Financial Undertakings, and exceeds the amount limit for protected cash, cf. Section 10 of the Act on a Deposit and Investor Guarantee Scheme, or

3. the obligation would be eligible cash belonging to natural persons, micro-enterprises, small enterprises, or medium-sized enterprises, if the funds had not been deposited through branches of institutions established within the European Union or in a country with which the Union has concluded an agreement in the financial area, when the branch is located outside the European Union or in a country with which the Union has concluded an agreement in the financial area.

Subsection 4. Subsection 1 shall not apply if the Danish Financial Supervisory Authority assesses that the obligations or instruments in question can be subject to write-down or conversion under the legislation of a third country or under a binding agreement concluded with the relevant third country.

Subsection 5. The Danish Financial Supervisory Authority may decide that undertakings, whose requirement for liabilities eligible for write-down pursuant to Section 198 corresponds to the undertaking's total loss-absorbing capacity, are not covered by the requirement in subsection 1, provided that the obligations are not used to meet the requirement for liabilities eligible for write-down.

Subsection 6. If an undertaking fails to introduce a contractual provision in accordance with subsection 1, the obligation cannot be used to meet the requirement for liabilities eligible for write-down. This does not prevent the Danish Financial Supervisory Authority and Financial Stability from exercising the write-down and conversion powers, cf. Sections 214 or 215 and Sections 17, 18a and 24 of the Act on the Restructuring and Resolution of Certain Financial Undertakings, subject to Section 24, subsection 4, of the Act on the Restructuring and Resolution of Certain Financial Undertakings.

Section 217. A securities firm that has permission to provide or perform one or both of the investment services and activities mentioned in Annex 1, Section A, Nos. 3 and 6, a securities holding company, a mixed holding company, a mixed financial holding company, or a financing institute must notify the Danish Financial Supervisory Authority if it is not possible to comply with Section 216, subsection 1, in relation to a contract concerning an obligation covered by Section 97 of the Bankruptcy Act. This does not, however, include unsecured bonds and other forms of marketable debt and instruments that create or acknowledge a debt. The notification must indicate the category of the obligation and the reason why it is not possible to introduce the contractual provision.

Subsection 2. The securities firm, securities holding company, mixed holding company, mixed financial holding company, or financing institute must submit all information to the Danish Financial Supervisory Authority, which the Danish Financial Supervisory Authority requests within a reasonable time after receipt of the notification pursuant to subsection 1.

Subsection 3. The duty to introduce a contractual provision, cf. Section 216, subsection 1, ceases automatically from the time when the Danish Financial Supervisory Authority receives a notification in accordance with subsection 1.

Subsection 4. If the Danish Financial Supervisory Authority assesses that it is possible to comply with Section 216, subsection 1, in relation to the relevant contract, the Danish Financial Supervisory Authority may, notwithstanding subsection 3, order the securities firm, securities holding company, mixed holding company, mixed financial holding company, or financing institute to introduce such a contractual provision. The Danish Financial Supervisory Authority must give the order within a reasonable time after the Danish Financial Supervisory Authority has received a message pursuant to subsection 1.

Subsection 5. The Danish Financial Supervisory Authority may order the securities firm, securities holding company, mixed holding company, mixed financial holding company, or financing institute to change its practice regarding the securities firm's, securities holding company's, mixed holding company's, mixed financial holding company's, or financing institute's assessment of whether it is possible to introduce a contractual provision on recognition of Financial Stability's powers in Section 24 of the Act on the Restructuring and Resolution of Certain Financial Undertakings.

Subsection 6. If the Danish Financial Supervisory Authority and Financial Stability assess that contracts that do not contain a provision in accordance with Section 216, subsection 1, constitute a significant obstacle to resolution, the Danish Financial Supervisory Authority must, to the extent necessary, use the powers in Section 192 to remove the relevant obstacle.

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Subsection 7. The Minister for Business Affairs may lay down detailed rules on the categories of obligations covered by Section 97 of the Bankruptcy Act, where it is not possible to introduce a contractual provision as referred to in Section 216, subsection 1.

Contractual Recognition of Financial Stability's Powers to Suspend During Resolution

Section 218. A securities firm that has permission to provide or perform one or both of the investment services and activities mentioned in Annex 1, Section A, Nos. 3 and 6, a securities holding company, or a mixed holding company, which has at least one subsidiary that is a securities firm that has permission to provide or perform one or both of the investment services and activities mentioned in Annex 1, Section A, Nos. 3 and 6, must ensure that the securities firm's contracts, cf. subsection 2, which are governed by the legislation of a third country, contain a provision whereby the parties acknowledge that

1. the contract may be subject to Financial Stability's power to suspend or limit rights and obligations in Sections 4a and 32-34 of the Act on the Restructuring and Resolution of Certain Financial Undertakings, and

2. the parties in relation to the contract are bound by Section 31 of the Act on the Restructuring and Resolution of Certain Financial Undertakings.

Subsection 2. Subsection 1 applies to contracts that

1. create a new obligation or significantly change an existing obligation after 26 June 2021, and

2. contain provisions on payment or delivery obligations, termination rights, or the right to enforce security rights.

Subsection 3. If a securities firm fails to introduce a provision in accordance with subsection 1, this does not prevent Financial Stability from using the powers in Sections 4a and 32-34 of the Act on the Restructuring and Resolution of Certain Financial Undertakings, and Section 31 of the Act on the Restructuring and Resolution of Certain Financial Undertakings will continue to apply.

Section VIII Supervision etc. Chapter 22 Supervision General Rules on Supervision

Section 219. The Danish Financial Supervisory Authority ensures compliance with this law and rules issued pursuant to the law except Section 25, Section 83, subsections 1 and 2, and Section 102.

Subsection 2. The Danish Financial Supervisory Authority further ensures compliance with Section 32, subsection 3, No. 1, cf. Section 32, subsection 6, of the Auditors Act and the following EU acts and rules issued pursuant thereto:

1. Regulation (EU) 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms and regulations issued pursuant thereto.
2. Regulations and rules issued pursuant to Directive (EU) 2019/2034 of the European Parliament and of the Council of 27 November 2019 on the supervision of investment firms.
3. Regulations issued pursuant to Directive 2014/59/EU of the European Parliament and of the Council of 15 May 2014 establishing a framework for the recovery and resolution of credit institutions and investment firms.
4. Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments.
5. Commission Delegated Regulation 2017/565/EU of 25 April 2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council as regards organisational requirements and operating conditions for investment firms and defined terms for the purposes of that directive.
6. Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products (PRIIPs).
7. Regulation (EU) 2017/2402 of the European Parliament and of the Council of 12 December 2017 laying down a general framework for securitisation and creating a specific framework for simple, transparent and standardised securitisation.
8. Regulation (EU) 2019/1238 of the European Parliament and of the Council of 20 June 2019 on a pan-European personal pension product (PEPP).
9. Regulation (EU) 2019/2088 of the European Parliament and of the Council of 27 November 2019 on sustainability-related disclosures in the financial services sector.
10. Council Regulation 2017/1509/EU of 30 August 2017 concerning restrictive measures against the Democratic People's Republic of Korea.
11. Regulation (EU) 2020/852 of the European Parliament and of the Council of 18 June 2020 on the establishment of a framework to facilitate sustainable investment.
12. Regulation of the European Parliament and of the Council on the establishment of a common European access point providing centralised access to publicly available information relevant to financial services, capital markets and sustainability.
13. Regulation (EU) 2023/1114 of the European Parliament and of the Council of 31 May 2023 on markets in crypto-assets and rules issued pursuant thereto.
14. Regulation (EU) 2022/2554 of the European Parliament and of the Council of 14 December 2022 on digital operational resilience for the financial sector and rules issued pursuant thereto.
15. Article 2, subsection 2, first paragraph, point (c), second paragraph, of Regulation (EU) 2024/3005 of the European Parliament and of the Council of 27 November 2024 on transparency and integrity concerning environmental, social and governance (ESG) rating activities and rules issued pursuant thereto.

Subsection 3. The Danish Business Authority ensures compliance with Section 25.

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Section 219a. The Danish Financial Supervisory Authority may exercise the powers following Article 24, subsection 2, points (a), (b) and (d), and subsection 4, of Regulation (EU) 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products (PRIIPs).

Section 220. The Danish Financial Supervisory Authority may determine that the Danish Financial Supervisory Authority's supervision of the provision or performance of investment services and activities covered by Annex 1, Section A, by credit institutions, mortgage credit institutions, and investment management companies, shall be carried out in accordance with the rules therefor in the Act on Financial Business.

Section 221. The Danish Financial Supervisory Authority must organise the ordinary supervisory activities with a view to promoting financial stability and confidence in securities firms and the financial markets. In its supervisory activities, the Danish Financial Supervisory Authority must place emphasis on the sustainability of the individual securities firm's business model. The organisation of supervisory activities must be based on a materiality consideration, where the supervisory effort is proportional to the potential risks or adverse effects. The executive board of the Danish Financial Supervisory Authority is responsible for the organisation of supervisory activities.

Subsection 2. In the organisation of supervisory activities, the Danish Financial Supervisory Authority must consider the potential consequences for financial stability in other countries within the European Union or in a country with which the Union has concluded an agreement in the financial area. This applies in particular in connection with crisis situations. For branches in this country of investment firms that have been granted permission to provide or perform investment services and activities covered by Annex 1 in another country within the European Union or in a country with which the Union has concluded an agreement in the financial area, the Danish Financial Supervisory Authority must monitor the branches and assist in the supervision of the branches.

Subsection 3. The Danish Financial Supervisory Authority may, in special cases, use foreign assistance in connection with the Danish Financial Supervisory Authority's supervisory activities.

Section 222. The Danish Financial Supervisory Authority performs the tasks mentioned in Chapters 20 and 21, including resolution planning, with appropriate operational independence from the Danish Financial Supervisory Authority's supervision of securities firms that have permission to provide or perform one or both of the investment services and activities mentioned in Annex 1, Section A, Nos. 3 and 6.

Subsection 2. The Director of the Danish Financial Supervisory Authority organises the tasks mentioned in subsection 1. The board of the Danish Financial Supervisory Authority approves the organisation of the tasks.

Section 223. The board of the Danish Financial Supervisory Authority participates in the supervision of securities firms, securities holding companies, mixed financial holding companies, and mixed holding companies pursuant to Sections 219 and 230 with the competence that the board is granted pursuant to Section 345 of the Act on Financial Business.

Subsection 2. Chapter 23 applies to members of the board, the observer, and members of the expert panel.

Section 224. The Danish Financial Supervisory Authority may, in certain cases where a parent undertaking in a group is a securities firm, a securities holding company, a mixed financial holding company, or a mixed holding company, derogate from provisions for groups laid down in this law or in rules issued pursuant to the law, taking into account the purpose of the relevant provisions and the activities in the group.

Subsection 2. If it concerns a securities firm group with presence in Denmark and other Member States, the Danish Financial Supervisory Authority and the other relevant competent authorities may, by mutual agreement, derogate from principles on the determination of group supervisors and make a decision to appoint another group supervisor, if the purpose is to ensure effective supervision at consolidated level or supervision of compliance with the group capital test.

Subsection 3. Before the relevant competent authorities make a joint decision pursuant to subsection 2, the parent investment holding company in the European Union or the mixed financial parent holding company in the European Union or the investment firm with the largest total balance sheet, whichever is relevant, shall be given the opportunity to comment on the intended joint decision.

Section 224a. The Danish Financial Supervisory Authority may, in cases where the Danish Financial Supervisory Authority would have been the group supervisor if the parent undertaking had been established in the European Union, require the establishment of a securities holding company or mixed financial holding company in the Union and apply the rules in Article 7 or 8 of Regulation (EU) 2019/2033 of 27 November 2019 on prudential requirements to this securities holding company or mixed financial holding company.

Section 224b. The Danish Financial Supervisory Authority is the collecting body for the information that must be submitted with a view to making it available on the common European access point (ESAP). This applies to information that must be submitted in accordance with this law or rules issued pursuant thereto except Section 156, subsection 4, or one of the following regulations:

1. Regulation of the European Parliament and of the Council on key information documents for packaged retail and insurance-based investment products (PRIIPs).
2. Regulation of the European Parliament and of the Council on sustainability-related disclosures in the financial services sector.

Subsection 2. The Danish Financial Supervisory Authority is furthermore the collecting body for the information submitted on a voluntary basis with a view to making it available on the common European access point (ESAP), cf. Article 3, subsection 1, of the Regulation of the European Parliament and of the Council on the establishment of a common European access point providing centralised access to publicly available information relevant to financial services, capital markets and sustainability.

Inspections etc.

Section 225. The Danish Financial Supervisory Authority must investigate the affairs of securities firms and securities holding companies, including by reviewing ongoing reports and by inspections at the individual undertaking.

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§ 226. After an inspection of a securities brokerage company or a securities brokerage holding company, the Financial Supervisory Authority shall hold a meeting with the participation of the company's board of directors, executive management, external auditor, and any internal audit head, unless the inspection relates solely to limited areas of activity within the company. At the meeting, the Financial Supervisory Authority shall communicate its conclusions regarding the inspection.

Subsection 2. The Financial Supervisory Authority shall, after an inspection visit, send significant conclusions in the form of a written report to the company's board of directors, executive management, external auditor, and any internal audit head.

§ 227. The Financial Supervisory Authority may, independently or in cooperation with other authorities, conduct investigations suitable to promote transparency in the financial market and publish the results of these.

§ 228. The Financial Supervisory Authority may order a securities brokerage company or a securities brokerage holding company to have an independent investigation conducted into one or more matters within the securities brokerage company or securities brokerage holding company, and to bear the costs thereof, if the Financial Supervisory Authority assesses that this is of significant importance for the supervision of the securities brokerage company or securities brokerage holding company, and it does not concern an investigation that is commonly occurring for the Financial Supervisory Authority. The result of the independent investigation shall be provided in a written report, which shall be available by a time set by the Financial Supervisory Authority. The Financial Supervisory Authority may determine that the expert persons referred to in subsections 2-6 shall continuously report to the Financial Supervisory Authority regarding matters in connection with the investigation.

Subsection 2. The independent investigation shall be conducted by one or more expert persons. The securities brokerage company or securities brokerage holding company shall appoint the expert persons within a deadline set by the Financial Supervisory Authority. The Financial Supervisory Authority shall approve the proposed expert persons.

Subsection 3. The securities brokerage company or securities brokerage holding company shall provide the expert persons with the information necessary for the implementation of the independent investigation.

Subsection 4. The expert persons shall deliver a copy of the written report on the investigation to the Financial Supervisory Authority, no later than simultaneously with the report being delivered to the securities brokerage company or securities brokerage holding company.

Subsection 5. The expert persons shall immediately provide the Financial Supervisory Authority with information about matters they become aware of in connection with the independent investigation, if the information is of significant importance for the risk profile or business model of the securities brokerage company or securities brokerage holding company, and, in the case of securities brokerage companies, may lead to a not insignificant risk that these matters will develop such that the securities brokerage company will lose its authorization.

Subsection 6. If the expert person, due to their specific circumstances, cannot pass on the information in accordance with subsections 4 and 5 to the Financial Supervisory Authority, notification to the Financial Supervisory Authority may be made by others than the expert person, including by the securities brokerage company or securities brokerage holding company.

§ 229. The Financial Supervisory Authority may order a securities brokerage company or a securities brokerage holding company to have one or more expert persons follow the securities brokerage company or securities brokerage holding company for a period of up to 12 months with the aim of carrying out the Financial Supervisory Authority's activities, when the Financial Supervisory Authority assesses that there are significant matters giving rise to this. The Financial Supervisory Authority may set the appointment period, cf. sentence 1, to up to 3 years, when the purpose hereof is to follow the company's fulfillment of obligations that the company has been imposed by an authority in another country. The Financial Supervisory Authority may renew the appointment period, cf. sentences 1 and 2, by up to 12 months at a time, if the Financial Supervisory Authority assesses that there is a need for this. The same applies to branches covered by §§ 5 and 7.

Subsection 2. A securities brokerage company or a securities brokerage holding company that has received an order in accordance with subsection 1 shall provide the expert persons with the information and access to meetings that are necessary for the expert persons to follow the daily operations in the securities brokerage company or securities brokerage holding company, including board meetings, executive meetings, and general meetings, as well as the company's branches, with the aim of obtaining information.

Subsection 3. The expert persons shall, in connection with the observation of the daily operations in the securities brokerage company or securities brokerage holding company, inform the Financial Supervisory Authority about matters of significant importance for the Financial Supervisory Authority's activities. The Financial Supervisory Authority may set conditions for the reporting.

Subsection 4. The expert persons are appointed by the Financial Supervisory Authority. The costs for the expert persons may be initially paid by the Financial Supervisory Authority, but are ultimately borne by the concerned securities brokerage company or the concerned securities brokerage holding company. The Financial Supervisory Authority may require advance or continuous payment or security from the securities brokerage company or securities brokerage holding company.

Subsection 5. The Minister for Business may set detailed rules regarding the expert persons, including regarding appointment and remuneration.

§ 230. The Financial Supervisory Authority controls that the rules for information in annual reports and interim reports in §§ 143 and 146-154 a and in rules issued pursuant to § 157 are complied with for securities brokerage companies and securities brokerage holding companies that have issued transferable securities that are admitted to trading on a regulated market, cf. § 213, subsections 1-5 and 8, in the Capital Markets Act.

§ 231. The Financial Supervisory Authority regularly and at least every third year ensures that securities brokerage companies that do not meet the conditions for classification as small and non-interconnected securities brokerage companies, and that have authorization to use the alternative method with internal models for calculating the capital requirement for positions in the trading book, cf. Article 22 of Regulation (EU) 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms, meet the requirements for using the internal models.

Subsection 2. The Financial Supervisory Authority withdraws a securities brokerage company's authorization to use an internal model or orders the securities brokerage company to take appropriate measures to ensure that the model is immediately improved within a set deadline, if there are many breaches, cf. Article 366 of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions, which indicate that the model is not or no longer accurate.

Subsection 3. If a securities brokerage company that has authorization to use an internal model no longer meets the requirements for the use of internal models, the securities brokerage company shall either demonstrate to the Financial Supervisory Authority that the effect of the non-compliance is insignificant, or present a plan and a timetable for compliance. The Financial Supervisory Authority sets requirements that the plan be improved when the Financial Supervisory Authority assesses that it is unlikely that the plan will lead to full compliance with the requirements, or that the deadline is not appropriate.

Subsection 4. The Financial Supervisory Authority withdraws a securities brokerage company's authorization to use an internal model if the Financial Supervisory Authority assesses that it is unlikely that the securities brokerage company will meet the requirements within the set deadline, or if the securities brokerage company has not satisfactorily demonstrated that the effect of the non-compliance is insignificant.

Subsection 5. The Financial Supervisory Authority may limit a securities brokerage company's authorization to areas where the requirements are met, or to areas where the requirements can be met within a reasonable deadline.

Subsection 6. The Financial Supervisory Authority may order a securities brokerage company to pay an additional capital requirement or take other measures to limit the consequences of the non-compliance with the requirements for the use of internal models.

Obtaining Information

§ 232. Securities brokerage companies, securities brokerage holding companies, mixed financial holding companies, mixed holding companies, and persons belonging to these companies, as well as suppliers and sub-suppliers, shall provide the Financial Supervisory Authority with the information necessary for the Financial Supervisory Authority's activities. The same applies to branches and associated agents covered by §§ 3, 5, and 7.

Subsection 2. Information provided in accordance with subsection 1 shall be corrected to the Financial Supervisory Authority as soon as possible if the company subsequently establishes the following:

1. The information was not correct at the time of provision.
2. The information has subsequently become misleading.

§ 233. The Financial Supervisory Authority may at any time, upon proper identification and without a court order, gain access to business premises belonging to securities brokerage companies, securities brokerage holding companies, mixed financial holding companies, and mixed holding companies and their subsidiaries, including through inspection. Sentence 1 also applies to any other company that is part of the supervision of compliance with the group capital test, cf. Article 8 of Regulation (EU) 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms, provided that prior notification is given to other concerned supervisory authorities.

Subsection 2. The Financial Supervisory Authority may at any time, upon proper identification and without a court order, gain access to the companies with which a securities brokerage company or a securities brokerage holding company has a special direct or indirect connection, to the extent that this is necessary to assess the financial position of the securities brokerage company or securities brokerage holding company.

Subsection 3. The Financial Supervisory Authority may require all information, including accounts and accounting material, extracts from books, other business documents, and electronically stored data, which are deemed necessary for the Financial Supervisory Authority's activities or for deciding whether a natural or legal person is covered by the provisions of this Act.

Subsection 4. The Financial Supervisory Authority may at any time, upon proper identification and without a court order, gain access to business premises belonging to a branch or an associated agent established in this country or a supplier or sub-supplier with the aim of obtaining information about the outsourced activity.

Coercive Fines

§ 234. The Financial Supervisory Authority and the Danish Business Authority may impose daily or weekly coercive fines on the board of directors, executive management, external auditor, internal audit head, liquidator, branch manager, or representative body of a securities brokerage company as a coercive measure, if they do not comply in due time with the duties that, pursuant to the Act, Regulation (EU) 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms, or rules issued pursuant to the Act, lie upon them towards the Financial Supervisory Authority and the Danish Business Authority, respectively.

Subsection 2. The Financial Supervisory Authority may impose daily or weekly coercive fines on a natural or legal person or the person responsible for the legal person as a coercive measure, when the person fails to fulfill the duties that follow from § 233, subsections 2 and 3.

Subsection 3. The Financial Supervisory Authority may impose daily or weekly coercive fines on a securities brokerage company as a coercive measure if the securities brokerage company does not comply with an order communicated pursuant to § 242, subsection 1 and subsection 3, sentence 1.

§ 235. The Financial Supervisory Authority may obtain information pursuant to § 232 and § 233, subsections 1-3, for use by the authorities and bodies mentioned in § 257, subsection 1, items 3 and 4.

Powers

§ 236. The Financial Supervisory Authority may decide to apply the requirements of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions to a securities brokerage company that has authorization to provide or perform one or both of the investment services and activities mentioned in Annex I, Section A, items 3 and 6, if the total value of the securities brokerage company's consolidated assets amounts to or exceeds 5 billion euros calculated as an average for the preceding 12 months, and where one or more of the following criteria are met:

1. The securities brokerage company's business covered by Annex I, Section A, items 3 and 6, is of such a scale that its failure or financial difficulties could lead to systemic risk.
2. The securities brokerage company is a clearing member as defined in Article 4, subsection 1, item 3, of Regulation (EU) No 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms.
3. The Financial Supervisory Authority considers it justified in light of the size, nature, scale, and complexity of the securities brokerage company's business, taking into account the general principle of proportionality and one or more of the following factors: a) The securities brokerage company's significance for the economy of the European Union or a relevant member state. b) The significance of the securities brokerage company's cross-border business. c) The securities brokerage company's interconnectedness with the financial system.

Subsection 2. Subsection 1 does not apply to commodity or emission allowance traders, collective investment undertakings, or insurance companies.

Subsection 3. If the Financial Supervisory Authority decides to apply the requirements of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions to a securities brokerage company in accordance with subsection 1, the securities brokerage company is subject to supervision regarding compliance with the prudential requirements in § 14, subsection 7, §§ 64, 64 a-64 c, 70, 70 a, 71, and 72 a, § 75, subsection 3, and §§ 75 a-75 c, 77 a-77 i, 79 a, 80 a-80 c, 124, 125 a-125 h, 142, 143, 143 a, 144, 170, 171, 175, and 200 in the Financial Business Act and rules issued pursuant thereto, as well as Chapters 21-25 in the Financial Business Act.

Subsection 4. If the Financial Supervisory Authority decides to revoke a decision made pursuant to subsection 1, the Financial Supervisory Authority immediately notifies the securities brokerage company.

Subsection 5. The Financial Supervisory Authority's decision pursuant to subsection 1 ceases to apply if the securities brokerage company does not exceed the threshold calculated for a period of 12 consecutive months.

§ 237. The Financial Supervisory Authority may order the management of a securities brokerage company to prepare a statement and plan for the securities brokerage company's financial position and future prospects. The securities brokerage company's board of directors, executive management, external auditor, and internal audit head shall, by signing the order, confirm to the Financial Supervisory Authority that they have been made aware of the content of the Financial Supervisory Authority's order.

Subsection 2. The statement shall

1. be accompanied by an opinion from the securities brokerage company's external auditor, unless the statement as a whole is prepared by this,
2. be submitted to the company's board of directors for approval, and
3. be sent in copy to the Financial Supervisory Authority.

§ 238. The Financial Supervisory Authority may order a securities brokerage company within a deadline set by the Financial Supervisory Authority to take the necessary measures if

1. the securities brokerage company's financial position is so deteriorated that customers' interests are exposed to danger, or
2. there is a not insignificant risk that the securities brokerage company's financial position, due to internal or external conditions, will develop such that the securities brokerage company will lose its authorization.

Subsection 2. The Financial Supervisory Authority may withdraw the securities brokerage company's authorization if the ordered measures pursuant to subsection 1 are not taken within the set deadline.

Subsection 3. Subsections 1 and 2 apply mutatis mutandis to a group where the parent company is a securities brokerage company or a securities brokerage holding company, if there is significant risk that the group's financial position will develop such that the group will not comply with the group capital requirement.

§ 239. If it is probable that a securities brokerage company within the following 12 months will violate §§ 18, 67, 80, 94, 101, 105, 107-113, or 120, or rules issued pursuant thereto or Regulation (EU) No 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms, the Financial Supervisory Authority may order the securities brokerage company to take the necessary measures within a deadline set by the Financial Supervisory Authority.

§ 240. The Financial Supervisory Authority may set supplementary or more frequent reporting requirements for a securities brokerage company than those following from this Act and Regulation (EU) No 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms, including reporting of capital and liquidity positions, if the information to be reported is not overlapping and one of the following conditions is met:

1. The Financial Supervisory Authority has set an individual solvency requirement, cf. § 121, a indicative level of additional capital, cf. § 122, a requirement to strengthen procedures for risk measurement and risk management in relation to the adequate capital, cf. § 120, or a requirement for governance of management arrangements, cf. §§ 67 and 94, pursuant to § 239.
2. The reports are necessary for the Financial Supervisory Authority to have sufficient basis for the assessment of the basis for issuing orders pursuant to § 239.
3. The reports are necessary for the Financial Supervisory Authority's supervisory activities in general.

§ 241. The Financial Supervisory Authority may set additional disclosure requirements for a securities brokerage company.

§ 242. The Financial Supervisory Authority may order a securities brokerage company or a securities brokerage holding company to dismiss a member of the executive management within a deadline set by the Financial Supervisory Authority, if the member of the executive management, pursuant to § 75, subsection 1, or § 76, cannot hold the position.

Subsection 2. The Financial Supervisory Authority may order a member of the board of directors in a securities brokerage company or a securities brokerage holding company to resign within a deadline set by the Financial Supervisory Authority, if the board member, pursuant to § 75, subsection 1, or § 76, cannot hold the office.

Subsection 3. The Financial Supervisory Authority may order a securities brokerage company to dismiss a director when charges have been brought against the concerned

26. april 2026. 62 Nr. 467.

in a criminal case regarding an offense against the Penal Code, the financial legislation or other relevant legislation, until the criminal case is resolved, if a conviction would mean that the director does not meet the requirements in Section 75, subsection 1, no. 3. The Financial Supervisory Authority sets a deadline for compliance with the order. The Financial Supervisory Authority may, under the same conditions as in the first sentence, order a member of the board of directors of a securities brokerage company to resign from their position. The Financial Supervisory Authority sets a deadline for compliance with the order.

Subsection 4. The duration of orders issued pursuant to subsections 1 and 2 on the basis of Section 75, subsection 1, no. 2-6, must be stated in the order.

Subsection 5. Orders issued in accordance with subsections 1-3 may be brought before the courts by the securities brokerage company or the securities brokerage holding company and by the person to whom the order relates. A request to this effect must be submitted to the Financial Supervisory Authority within 4 weeks after the order has been issued to the person concerned. The request does not have suspensive effect on the order, but the court may by ruling determine that the director or board member concerned may maintain their position or office during the proceedings. The Financial Supervisory Authority brings the case before the courts within 4 weeks after receipt of the request. The case is brought in the forms of civil procedure.

Subsection 6. The Financial Supervisory Authority may, on its own initiative or upon application, withdraw an order issued pursuant to subsection 2 and subsection 3, third sentence. If the Financial Supervisory Authority rejects an application to withdraw the order, the applicant may request that the rejection be brought before the courts. A request to this effect must be submitted to the Financial Supervisory Authority within 4 weeks after the rejection has been issued to the person concerned. A request for judicial review may, however, only be made if the order is not time-limited and at least 5 years have elapsed from the date of issuance of the order or at least 2 years have elapsed after the Financial Supervisory Authority's rejection of the withdrawal has been upheld by judgment.

Subsection 7. If the securities brokerage company or securities brokerage holding company has not dismissed the director within the specified deadline, the Financial Supervisory Authority may revoke the license of the securities brokerage company or securities brokerage holding company. The Financial Supervisory Authority may also revoke the license of the securities brokerage company or securities brokerage holding company if a board member does not comply with an order issued pursuant to subsection 2 and subsection 3, third sentence.

Subsection 8. Decisions in matters pursuant to Section 75, subsection 1, as made pursuant to Section 75, subsection 2, may be brought before the courts by the securities brokerage company or securities brokerage holding company and by the person to whom the decision relates. A request to this effect must be submitted to the Financial Supervisory Authority within 4 weeks after the decision has been issued to the person concerned. The request does not have suspensive effect on the decision, but the court may by ruling determine that the person may enter the office or position for which the person has sought approval during the proceedings. The Financial Supervisory Authority brings the case before the courts within 4 weeks after receipt of the request. The case is brought in the forms of civil procedure.

Section 243. The Financial Supervisory Authority may make a decision on a temporary ban on a securities brokerage company's membership in or participation on a trading venue if the securities brokerage company has been imposed an administrative penalty pursuant to Section 234, or if the securities brokerage company violates Section 28, Section 29, subsection 2 or 3, Sections 33, 34, 47, 48, 64, 67, 75, 76, 79, 94, 95 or 107 or Section 108, subsection 1 or 2.

Subsection 2. The Financial Supervisory Authority may establish rules stating that the Financial Supervisory Authority may make a decision on a temporary ban on a securities brokerage company's membership in or participation on a trading venue if the securities brokerage company violates the rules pursuant to this law or rules issued pursuant thereto.

Section 244. If a securities brokerage company or securities brokerage holding company issues transferable securities that are admitted to trading on a regulated market, and the securities brokerage company or securities brokerage holding company does not fulfill its obligations pursuant to Sections 143 or 146-154 or provisions established pursuant to Section 157, the Financial Supervisory Authority may order the securities brokerage company or securities brokerage holding company to change the situation, including an order to publish amended or supplementary information.

Subsection 2. The Financial Supervisory Authority may, when deemed appropriate, itself publish the relevant information or publish the order or suspend or delete the affected transferable securities from trading on a regulated market.

Section 245. If the Financial Supervisory Authority assesses that a securities brokerage company, which has permission to provide or perform one or both of the investment services and activities mentioned in Annex 1, Section A, no. 3 and 6, does not meet or is not expected to meet the requirements of this law or Regulation (EU) No 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms, the Financial Supervisory Authority may hold discussions with interested parties and stakeholders with a view to finding a solution to the securities brokerage company's situation.

Subsection 2. The Financial Supervisory Authority must inform Finansiel Stabilitet if the Financial Supervisory Authority assesses that there is a risk that a securities brokerage company will become or is expected to become non-performing, and the Financial Supervisory Authority intends to make a decision pursuant to Section 165, subsection 3, or Section 166, subsection 1, on this basis, and there is no prospect of a solution to the securities brokerage company's situation in accordance with subsection 1.

Subsection 3. The Financial Supervisory Authority must inform the Minister for Business Affairs when the Financial Supervisory Authority makes a decision pursuant to Section 165, subsection 3, against a securities brokerage company or a group regarding that the securities brokerage company or group is non-performing or expected to be non-performing, if the decision may have implications for the real economy or for financial stability.

Section 246. In cases where a securities brokerage company has been declared bankrupt or the majority of the securities brokerage company's operations have ceased or been transferred, the Financial Supervisory Authority prepares a report on the reasons for this if one of the following circumstances has occurred in connection with or in a short period prior to the securities brokerage company's bankruptcy or the cessation or transfer of operations:

1. The State has suffered direct losses as a result of financial assistance in the winding up of the securities brokerage company.

2. The State has otherwise provided a guarantee or made funds available to the securities brokerage company, its creditors or a purchaser of the whole or part of the securities brokerage company.

Subsection 2. The Financial Supervisory Authority must publish the report. In connection with the publication, Sections 255-258 do not apply, unless the information concerns customer relations or third parties who are or have been involved in attempts to save the securities brokerage company concerned.

Subsection 3. The report must describe the Financial Supervisory Authority's role in the process up to the bankruptcy or the cessation or transfer of operations.

The Consumer Ombudsman

Section 247. The Consumer Ombudsman may bring a case against securities brokerage companies and securities brokerage holding companies regarding actions that contravene fair business practices and good practice, cf. Section 45, subsection 1 and 2, including cases regarding injunctions, orders, compensation and recovery of unlawfully charged amounts.

Subsection 2. The Consumer Ombudsman may handle cases regarding violations of provisions punishable by fine in rules issued pursuant to Section 45, subsection 3.

Subsection 3. Section 24, Section 25, subsection 2, Section 28, subsection 1, Section 32, subsection 1, and Sections 33 and 34 of the Marketing Practices Act apply mutatis mutandis to cases that the Consumer Ombudsman wishes to bring pursuant to subsections 1 and 2.

Subsection 4. The Consumer Ombudsman may be appointed as a group representative in a group action, cf. Chapter 23 a of the Administration of Justice Act.

Section 248. The Financial Supervisory Authority notifies the Consumer Ombudsman if the Financial Supervisory Authority becomes aware that customers of a securities brokerage company may have suffered losses as a result of the securities brokerage company violating Section 45, subsection 1, or provisions issued pursuant to Section 45, subsection 2.

Subsection 2. The Consumer Ombudsman has access to all information in the Financial Supervisory Authority's cases covered by subsection 1, regardless of Sections 255-258.

Subsection 3. The Consumer Ombudsman is subject to confidentiality pursuant to Section 254, subsection 4.

Supervision of Foreign Investment Firms

Section 249. The supervisory authorities of an investment firm that has been granted permission in another country within the European Union or in a country with which the Union has concluded an agreement in the financial area may, after prior notification to the Financial Supervisory Authority, conduct an inspection in a branch that the investment firm has established in this country.

Subsection 2. The Financial Supervisory Authority may, upon request from the supervisory authorities in the investment firm's home country, conduct an inspection in the investment firm's branch established in this country.

Subsection 3. The Financial Supervisory Authority may independently, after consulting the competent authorities in the investment firm's home country, conduct an inspection in the investment firm's branch established in this country.

Subsection 4. Subsections 1-3 apply mutatis mutandis to associated agents established in this country that have been appointed by the investment firm.

Section 250. The Financial Supervisory Authority ensures that an investment firm that has been granted permission in another country within the European Union or in a country with which the Union has concluded an agreement in the financial area, and which conducts business in this country through a branch or an associated agent established in this country, fulfills Sections 45-48, Section 95, subsection 2, no. 5, and subsection 7, and Section 108 and rules issued pursuant thereto and pursuant to Section 96, subsection 2, as well as Articles 14-26 of Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments.

Subsection 2. If the Financial Supervisory Authority finds that the investment firm violates the rules mentioned in subsection 1, the Financial Supervisory Authority may order the cessation of the illegal situation. If the investment firm does not take the necessary steps, the Financial Supervisory Authority may, after notifying the supervisory authorities in the investment firm's home country, take all necessary measures to protect the interests of Danish investors and the proper functioning of the markets.

Section 251. If the Financial Supervisory Authority finds that an investment firm that has been granted permission in another country within the European Union or in a country with which the Union has concluded an agreement in the financial area, and which conducts business in this country through a branch or an associated agent established in this country, or which provides cross-border services in this country, acts in a manner that harms the interests of Danish investors or the proper functioning of the markets, the Financial Supervisory Authority may take all necessary measures to protect the interests of investors or the proper functioning of the markets, including by prohibiting the investment firm from carrying out further transactions in Denmark, when the investment firm's supervisory authorities in the home country have not been able to take the necessary measures to stop actions that harm the interests of investors or the proper functioning of the markets. The Financial Supervisory Authority notifies the supervisory authorities in the investment firm's home country beforehand.

Subsection 2. If the Financial Supervisory Authority finds that an investment firm with permission to operate a multilateral trading facility (MTF) or an organized trading facility (OTF) in another country within the European Union or in a country with which the Union has concluded an agreement in the financial area, and which conducts business in this country through a branch or an associated agent established in this country, or which provides cross-border services in this country, acts in a manner that harms the interests of Danish investors or the proper functioning of the markets, the Financial Supervisory Authority may take all necessary measures to protect the interests of Danish investors or the proper functioning of the markets, including by ordering the investment firm not to grant access for remote members and users in this country to the multilateral trading facility (MTF) or the organized trading facility (OTF), when the supervisory authorities in the investment firm's home country have not been able to take the necessary measures to stop actions that harm the interests of investors or the proper functioning of the markets. The Financial Supervisory Authority notifies the supervisory authorities in the investment firm's home country beforehand.

Section 252. If the Financial Supervisory Authority finds that an investment firm that has been granted permission in another country within the European Union or in a country with which the Union has concluded an agreement in the financial area, and which conducts business in this country through a branch or an associated agent established in this country, or which provides cross-border services in this country, poses a risk to Danish customers or financial stability in Denmark, the Financial Supervisory Authority may take the necessary measures to protect the customers or financial stability, when the investment firm's supervisory authorities in the home country have not been able to take the necessary measures to stop actions that pose a risk to the customers or financial stability. The Financial Supervisory Authority notifies the supervisory authorities in the investment firm's home country, as well as the European Banking Authority and the European Securities and Markets Authority, beforehand.

Verification of Margin Model

Section 252a. The Financial Supervisory Authority may, with a view to assessing whether the condition in Article 23, subsection 1, first subparagraph, point (c), of Regulation (EU) 2019/2033 of 27 November 2019 on prudential requirements for investment firms is fulfilled, request the competent authority in the home country of a clearing member for information regarding the margin model and the parameters used in calculating a securities brokerage company's margin requirements.

Verification of Information

Section 253. The supervisory authorities in another country within the European Union or in a country with which the Union has concluded an agreement in the financial area may, with the permission of the Financial Supervisory Authority, verify information provided by securities brokerage companies, securities brokerage holding companies, mixed financial holding companies, financing undertakings, ancillary service undertakings, mixed holding companies or daughter companies, including daughter companies that are insurance companies, located in this country, which are subject to supplementary supervision by the relevant supervisory authority.

Subsection 2. The Financial Supervisory Authority may, within the framework of the Financial Supervisory Authority's powers, conduct the verification itself.

Subsection 3. The Financial Supervisory Authority may request an auditor or other expert to conduct the verification impartially and report the results immediately.

Chapter 23 Confidentiality

Section 254. Employees of the Financial Supervisory Authority must not disclose information about a person when the person has reported a company or a person to the Financial Supervisory Authority for an offense or potential offense against the financial regulation supervised by the Financial Supervisory Authority, cf. however subsections 2 and 3.

Subsection 2. Subsection 1 does not prevent personal data from being disclosed pursuant to Section 256, subsection 1.

Subsection 3. Subsection 1 does not prevent personal data concerning a customer from being disclosed to a securities brokerage company in connection with cases covered by Section 255, subsection 3, or in cases regarding violations of Chapter 12, when the customer has given explicit consent to the disclosure.

Subsection 4. All persons who receive personal data in accordance with subsection 2 are subject to the confidentiality obligation in subsection 1 with regard to this information.

Section 255. Employees of the Financial Supervisory Authority are liable under the Penal Code Sections 152-152 e to keep confidential information that they become aware of through supervisory activities. The same applies to persons performing service tasks as part of the Financial Supervisory Authority's operations and experts acting on behalf of the Financial Supervisory Authority. This also applies after the employment or contract relationship has ended. The first to third sentences also apply to employees of the Business Authority, insofar as it concerns information that they become aware of through the solution of tasks pursuant to Section 217, subsections 1-5 and 8, of the Capital Markets Act.

Subsection 2. Consent from the person whom the confidentiality obligation is intended to protect does not entitle the persons covered by subsection 1 to disclose confidential information.

Subsection 3. Subsection 1 does not apply to information in cases regarding good conduct, price information and contractual relations, cf. Sections 45-48 and regulations issued pursuant thereto.

Subsection 4. Subsection 1 does not prevent the Financial Supervisory Authority from disclosing confidential information in summary or aggregated form on its own initiative, when neither the individual securities brokerage company nor its customers can be identified.

Subsection 5. Confidential information may be disclosed during a civil lawsuit when a securities brokerage company has been declared bankrupt or entered into liquidation, and provided that the information does not concern customer relations or third parties who are or have been involved in attempts to save the securities brokerage company.

Section 256. Section 255, subsection 1, does not prevent confidential information from being disclosed to the following:

1. The Systemic Risk Council.

2. Other public authorities, including the prosecution authority and the police, in connection with the investigation and prosecution of possible criminal offenses covered by the Penal Code or supervisory legislation.

3. The relevant minister as part of their overall supervision, cf. however Section 257, subsection 6.

4. Administrative authorities and courts that handle decisions made by the Financial Supervisory Authority.

5. The Parliamentary Ombudsman.

6. The Minister for Employment in the event of notification pursuant to the Act on the Labour Market Supplementary Pension, the Act on the Wage Earners' Price Fund and the Act on Work Injury Insurance.

7. A parliamentary commission established by the Folketing, cf. however Section 257, subsections 4 and 6.

8. Investigation commissions established by law or pursuant to the Act on Investigation Commissions, cf. however Section 257, subsections 4 and 6.

9. The Standing Committee of the Folketing concerning the general financial conditions of a financial undertaking, insofar as it concerns crisis management of securities dealing companies, when a decision is made on whether the State should provide a guarantee or make funds available. The same applies in connection with parliamentary control in matters covered by the first sentence.

10. The Auditor General and the National Audit Office.

11. Stakeholders, including authorities, involved in attempts to rescue a distressed securities dealing company, provided that the recipients of the information have a need for this, subject to § 257, para. 6.

12. Auditors appointed by FSR – Danish Auditors under § 144, para. 5, second sentence, of the Act on Financial Business.

13. The Bankruptcy Court, subject to § 257, para. 4, other authorities participating in the liquidation, bankruptcy proceedings, or similar procedures of a securities dealing company, and the liquidator and persons responsible for the statutory audit of the securities dealing company's accounts, provided that the recipients of the information have a need for this to perform their duties.

14. Institutions administering deposit or investor guarantee schemes, provided that the information is necessary for them to perform their work.

15. Financial Stability, provided that Financial Stability has a need for this to perform its duties.

16. Committees, groups, etc., established by the Minister for Business Affairs, with the aim of discussing and coordinating efforts to ensure financial stability.

17. The Danish Business Authority in its capacity as the supervisory authority for compliance with company law, when disclosure is made with a view to strengthening the stability and integrity of the financial system, subject to § 257, para. 4, and the Danish Business Authority and the Audit Board in their capacity as supervisory authorities for the statutory audit of securities dealing companies' accounts, subject to § 257, para. 4. Disclosure under the first sentence may only take place, provided that the recipient has a need for this to perform its duties.

18. Experts assisting the Danish Financial Supervisory Authority, the Danish Business Authority, the Audit Board, and institutions administering deposit or investor guarantee schemes, in the performance of their supervisory tasks, provided that the recipient has a need for the information to perform its duties, subject to § 257, para. 4 and 6.

19. The Faroese Minister for Financial Affairs as part of the responsibility for economic stability in the Faroe Islands and for use in crisis management of securities dealing companies in the Faroe Islands.

20. The competent member of Naalakkersuisut as part of the responsibility for economic stability in Greenland and for use in crisis management of securities dealing companies in Greenland.

21. The Standing Committee of the Faroese Parliament concerning the general financial conditions of a Faroese securities dealing company, insofar as it concerns crisis management of Faroese securities dealing companies, when a decision is made on whether the Faroese Government should provide a guarantee or make funds available. The same applies in connection with parliamentary control in matters covered by the first sentence.

22. The Standing Committee of the Greenland Parliament concerning the general financial conditions of a Greenlandic securities dealing company, insofar as it concerns crisis management of Greenlandic securities dealing companies, when a decision is made on whether Naalakkersuisut should provide a guarantee or make funds available. The same applies in connection with parliamentary control in matters covered by the first sentence.

23. Faroese supervisory authorities in the financial sector, provided that the recipients are subject to a statutory duty of confidentiality corresponding at least to the duty of confidentiality under para. 1, and that the recipients have a need for the information to perform their duties, subject to § 257, para. 4.

24. Authorities or similar bodies in other countries within the European Union or in countries with which the Union has concluded an agreement in the financial sector, which are responsible for the resolution of a securities dealing company, in connection with the authorities' preparation of group resolution plans.

25. Resolution authorities in countries outside the European Union with which the Union has not concluded an agreement in the financial sector.

26. The Centre for Cyber Security, provided that the information is necessary for the Centre to fulfil its statutory tasks as the national central contact point or as a CSIRT.

27. The Danish Data Protection Agency as an independent supervisory authority for compliance with data protection rules, provided that the Danish Data Protection Agency has a need for the information to perform its duties, subject to § 257, para. 4.

Para. 2. Confidential information received by the Danish Financial Supervisory Authority may only be used in connection with the supervisory task, for the imposition of sanctions, or if the decision of the Danish Financial Supervisory Authority is appealed to a higher administrative authority or brought before the courts.

Para. 3. The right to obtain confidential information from the Standing Committee of the Folketing in accordance with para. 1, no. 9, is limited to documents in cases opened at the Danish Financial Supervisory Authority after 16 September 1995. The right to obtain confidential information from the Standing Committee of the Faroese Parliament in accordance with para. 1, no. 21, and from the Standing Committee of the Greenland Parliament in accordance with para. 1, no. 22, is limited to documents in cases opened at the Danish Financial Supervisory Authority after 1 January 2006.

Para. 4. If a debtor, guarantor, or investor has significant obligations to several securities dealing companies, the Danish Financial Supervisory Authority may notify the relevant securities dealing companies thereof.

§ 257. § 255, para. 1, does not prevent confidential information from being disclosed to the following:

1. Danmarks Nationalbank, central banks in countries within the European Union or countries with which the Union has concluded an agreement in the financial sector, the European System of Central Banks and the European Central Bank in their capacity as monetary policy authorities, and public authorities responsible for supervising payment and settlement systems, and other countries within the European Union or countries with which the Union has concluded an agreement in the financial sector, provided that the information is necessary for them to fulfil their statutory tasks, including the execution of monetary policy, supervision of payment and securities settlement systems, and the maintenance of the stability of the financial system.

2. An institution responsible for the clearing of financial instruments or money, if it is necessary to ensure that the institution responds appropriately to defaults or potential defaults on the market where the institution is responsible for clearing, subject to para. 6.

3. Financial supervisory authorities in other countries within the European Union or in countries with which the Union has concluded an agreement in the financial sector, which are responsible for the supervision of securities dealing companies or of the financial markets, authorities and bodies responsible for maintaining financial stability through macroprudential regulation, authorities or bodies with the aim of ensuring financial stability, or bodies participating in the liquidation, bankruptcy proceedings, or similar procedures of securities dealing companies, as well as persons responsible for the statutory audit of securities dealing companies' accounts, provided that the recipients of the information have a need for this to perform their duties.

4. Bodies in other countries within the European Union or in countries with which the Union has concluded an agreement in the financial sector, which supervise bodies participating in the liquidation, bankruptcy proceedings, or similar procedures of securities dealing companies, and authorities in these countries responsible for supervising contractual safeguard arrangements, provided that the recipient of the information has a need for this to perform its duties, subject to para. 4.

5. Bodies in other countries within the European Union or in countries with which the Union has concluded an agreement in the financial sector, which are responsible for detecting breaches of company law, provided that the recipient of the information has a need for this to perform its duties and that disclosure is made with a view to strengthening the stability and integrity of the financial system, subject to para. 4.

6. Experts assisting authorities in other countries within the European Union or in countries with which the Union has concluded an agreement in the financial sector, which supervise bodies participating in the liquidation, bankruptcy proceedings, or similar procedures of securities dealing companies, and authorities in these countries responsible for supervising contractual safeguard arrangements, subject to para. 4.

7. Ministers responsible for financial legislation in other countries within the European Union or in countries with which the Union has concluded an agreement in the financial sector, in connection with the crisis management of a securities dealing company.

8. Committees of Inquiry established by the European Parliament in accordance with Article 226 of the Treaty on the Functioning of the European Union.

9. The European Banking Authority, the European Securities and Markets Authority, and the European Systemic Risk Board, provided that the information is necessary for them to perform their tasks.

10. Financial supervisory authorities in countries outside the European Union with which the Union has not concluded an agreement in the financial sector, which are responsible for the supervision of investment firms or of the financial markets, authorities and bodies responsible for maintaining financial stability through macroprudential regulation, authorities or bodies with the aim of ensuring financial stability and contractual safeguard arrangements, or bodies participating in the liquidation, bankruptcy proceedings, or similar procedures of securities dealing companies, as well as persons responsible for the statutory audit of investment firms' accounts, subject to para. 3 and 4.

11. Bodies in countries outside the European Union with which the Union has not concluded an agreement in the financial sector, which supervise bodies participating in the liquidation, bankruptcy proceedings, or similar procedures of investment firms or securities dealing companies, authorities responsible for supervising contractual safeguard arrangements or institutional safeguard arrangements, and authorities supervising persons responsible for the statutory audit of investment firms' accounts, subject to para. 3 and 4.

12. Bodies in countries outside the European Union or in countries with which the Union has not concluded an agreement in the financial sector, which are responsible for detecting breaches of company law, provided that disclosure is made with a view to strengthening the stability and integrity of the financial system, subject to para. 3 and 4.

13. Experts assisting authorities in countries outside the European Union or in countries with which the Union has not concluded an agreement in the financial sector, which supervise bodies participating in the liquidation, bankruptcy proceedings, or similar procedures of investment firms, and authorities supervising persons responsible for the statutory audit of investment firms' accounts, subject to para. 3 and 4.

14. The Commission, when the information is necessary for the Commission to exercise its powers.

15. Authorities performing tasks in accordance with Regulation (EU) 2022/2554 of the European Parliament and of the Council of 14 December 2022 on digital operational resilience for the financial sector, provided that the information is necessary for these authorities to perform their tasks in accordance with the regulation.

Para. 2. Confidential information received in accordance with para. 1, no. 9, may, regardless of the duty of confidentiality referred to in § 258, be exchanged directly between on the one hand the European Banking Authority, the European Securities and Markets Authority, and bodies established by these, and on the other hand the European Systemic Risk Board.

Para. 3. Disclosure in accordance with para. 1, no. 10-13, may only take place

1. on the basis of an international cooperation agreement, and
2. provided that the recipients are at least subject to a statutory duty of confidentiality corresponding to the duty of confidentiality under § 255, para. 1, and have a need for the information to perform their duties.

Para. 4. Disclosure in accordance with para. 1, no. 4-6, 10-13 and 23, and § 256, para. 1, no. 7, 8, 13, 17 and 18, of confidential information originating from countries within the European Union or countries with which the Union has concluded an agreement in the financial sector, may further only take place if the authorities that provided the information have given their explicit consent, and may only be used for the purpose for which the consent was given. In the event of disclosure of information in accordance with para. 1, no. 4-6, 10-13 and 23, and § 256, para. 1, no. 7, 8, 13, 17 and 18, the Danish Financial Supervisory Authority shall inform the authorities or bodies that disclosed the information of which experts the information will be forwarded to, specifying the powers of the experts.

Para. 5. Disclosure of confidential information to resolution authorities in accordance with § 256, para. 1, no. 24, may only take place if the conditions in para. 3, no. 2, and para. 4 are fulfilled and the resolution functions of the resolution authorities correspond to the functions laid down in Directive 2014/59/EU of the European Parliament and of the Council of 15 May 2014 on a framework for the recovery and resolution of credit institutions and investment firms.

Para. 6. Disclosure of confidential information in accordance with para. 1, no. 2, and § 256, para. 1, no. 3, 7, 8, 11 and 18, may only take place if the authorities or bodies that provided the information, or the authorities in the Member State where the on-site inspection or investigation was carried out, have given their explicit consent, and where the information was received from one of the following authorities etc.:

1. The European Banking Authority, the European Systemic Risk Board, the European Securities and Markets Authority, and bodies established under these and in accordance with this Act, provisions issued in accordance with this Act, other directives concerning credit institutions, regulations issued in accordance with Directive (EU) 2019/2034 of the European Parliament and of the Council of 27 November 2019 on the supervision of investment firms, Article 15 of Regulation (EU) No 1092/2010 of the European Parliament and of the Council of 24 November 2010 on European Union macroprudential oversight of the financial system and establishing a European Systemic Risk Board, Article 31, 35 and 36 of Regulation (EU) No 1093/2010 of the European Parliament and of the Council of 24 November 2010 establishing a European Supervisory Authority (European Banking Authority), and Article 31 and 36 of Regulation (EU) No 1095/2010 of the European Parliament and of the Council of 24 November 2010 establishing a European Supervisory Authority (European Securities and Markets Authority).
2. Authorities responsible for the supervision of financial undertakings, financing institutions, investment institutions, credit rating agencies, and the financial markets.
3. Authorities or bodies responsible for maintaining the stability of the financial system through the application of macroprudential rules.
4. Authorities or bodies with the aim of ensuring financial stability, contractual safeguard arrangements, or institutional safeguard arrangements as referred to in regulations.
5. Institutions administering deposit or investor guarantee schemes.
6. Bodies participating in the liquidation, bankruptcy proceedings, or similar procedures of securities dealing companies.
7. Persons responsible for the statutory audit of securities dealing companies' accounts, or where information has been obtained through on-site inspections or investigations under § 249, para. 1.

§ 258. All persons who, in accordance with § 256, para. 5, and § 257, para. 1, receive confidential information from the Danish Financial Supervisory Authority, are subject to the duty of confidentiality referred to in § 255, para. 1, with regard to this information.

Chapter 24 Parties, Time Limits, Communication and Fees Parties § 259. As a party in relation to the Danish Financial Supervisory Authority, the securities dealing company, the securities dealing holding company, the associated agent established in this country, the mixed financial holding company, the mixed holding company, the investment firm, or the investment holding company, which the Danish Financial Supervisory Authority has made or will make a decision against in accordance with this Act, regulations issued in accordance with this Act, Regulation (EU) 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms, regulations issued in accordance with Directive (EU) 2019/2034 of the European Parliament and of the Council of 27 November 2019 on the supervision of investment firms, and regulations and rules issued in accordance with Regulation (EU) 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms, Directive (EU) 2019/2034 of the European Parliament and of the Council of 27 November 2019 on the supervision of investment firms, and Regulation (EU) 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms, are considered parties.

regulation 2019/2088/EU of 27 November 2019 on sustainability-related disclosures in the financial services sector, Regulation (EU) 2020/852 of the European Parliament and of the Council of 18 June 2020 on the establishment of a framework to facilitate sustainable investment, Regulation (EU) 2023/1114 of the European Parliament and of the Council of 31 May 2023 on markets in crypto-assets, and Regulation (EU) 2022/2554 of the European Parliament and of the Council of 14 December 2022 on digital operational resilience for the financial sector and rules issued thereunder, subject to subsections 2 and 3.

Subsection 2. In the cases listed below, another entity than the securities firm, the securities holding company, the attached agent established in this country, the mixed financial holding company, the mixed holding company, the investment firm, or the investment holding company is also considered a party to the decision of the Danish Financial Supervisory Authority (Finanstilsynet), insofar as the part of the case concerns the relevant entity:

1. The parent company, where this is a securities holding company or a securities firm.
2. Companies with which a securities firm, a securities holding company, a mixed financial holding company, a mixed holding company, an investment firm, or an investment holding company has a special direct or indirect connection, and where the Danish Financial Supervisory Authority can obtain information and conduct inspection visits, cf. Section 233, subsection 2.
3. A natural or legal person of whom the Danish Financial Supervisory Authority requires information to determine whether this person is covered by the provisions of this Act, cf. Section 233, subsection 3.
4. The intended acquirer or holder of a qualifying holding, when the Danish Financial Supervisory Authority is processing cases regarding approval of acquisition, cf. Sections 59, 60 and 63, and when the Danish Financial Supervisory Authority reacts due to lack of notification of a holding or revokes the voting rights attached to the relevant owner's holding, cf. Section 65, subsections 1-3.
5. The auditor of a securities firm or a securities holding company, when the Danish Financial Supervisory Authority orders this person to provide information about the affairs of the securities firm or securities holding company, and in cases regarding prohibition of an auditor having loans etc. in the securities firm that the auditor audits, cf. Section 160, subsections 5 and 6.
6. Companies to which a securities firm or a securities holding company has such a connection that this, according to the decision of the Danish Financial Supervisory Authority, must be included in consolidation, cf. Section 177, subsection 1, in the Act on Financial Business.
7. A company that applies for permission to conduct securities business, cf. Section 13, subsection 1, and Section 20, or whose application is suspended, cf. Section 23.
8. A member of the board of directors or management of a securities firm or a capital owner, when the Danish Financial Supervisory Authority refuses a securities firm permission or withdraws this permission wholly or partly, cf. Section 20, subsection 1, nos. 1, 3 and 4, Sections 21 and 164 and Section 166, subsection 1.
9. Companies that the Danish Financial Supervisory Authority finds have close connections to a securities firm, when permission is refused or withdrawn pursuant to Section 20, subsection 1, nos. 5 and 6, and Section 164.
10. The person who violates the Act's prohibition on using words in a company's name or designation that are covered by the exclusive right of securities firms to names, cf. Section 17, cf. Section 13, subsection 1.
11. The person who violates the Act's prohibition on conducting business covered by Section 13, subsections 1 and 3, without permission.
12. The person against whom the Danish Financial Supervisory Authority makes a decision on whether the person can offer investment services without permission, cf. Section 13, subsection 5.
13. The temporary administrator appointed in the board of directors of a securities firm that has permission to provide or perform one or both of the investment services and activities mentioned in Annex 1, Section A, nos. 3 and 6, pursuant to Section 179 in cases concerning the appointment or dismissal of the temporary administrator.
14. A member of the board of directors or management or a capital owner in a securities firm that has permission to provide or perform one or both of the investment services and activities mentioned in Annex 1, Section A, nos. 3 and 6, or companies that the Danish Financial Supervisory Authority finds have close connections to a securities firm, when the Danish Financial Supervisory Authority makes a decision that the securities firm is considered distressed or likely to become distressed, cf. Section 165.

Subsection 3. As a party, a board member, an auditor, a director, or other senior employees in a securities firm, a securities holding company, a mixed financial holding company, a mixed holding company, an investment firm, or an investment holding company are also considered parties if the decision of the Danish Financial Supervisory Authority is addressed directly to the relevant person. The same applies to the administrator in an administration estate for special covered bonds.

Subsection 4. Party status and party rights according to subsections 2 and 3 are limited to matters where the decisions of the Danish Financial Supervisory Authority were made after 8 October 1998. Insofar as it concerns the transmission of confidential information, cf. Chapter 12, party status and party rights are limited to matters where the decisions of the Danish Financial Supervisory Authority are made after 1 January 2004. Party status and party rights according to subsections 2 and 3 are limited to matters where the decision of the Danish Financial Supervisory Authority was made after 1 July 2009.

Subsection 5. The Danish Financial Supervisory Authority may, when the Authority takes up a case regarding the transmission of confidential information, cf. Chapter 12, grant certain party rights to other natural or legal persons than those mentioned in subsections 2 and 3. Party rights may only be granted insofar as it concerns the part of the case that has direct and significant importance for the relevant person. Party rights must be granted with regard to the protection of confidential information about the securities firms under supervision. The party rights are limited to matters where the Authority's decisions are made after 1 January 2004.

Section 260. As a party in relation to the decisions of the Danish Financial Supervisory Authority regarding suitability and integrity, both the affected securities firm, the affected securities holding company, the affected mixed financial holding company, or the affected mixed holding company and the board member or director whom the decision concerns are considered parties. The same applies to the decisions of the Danish Financial Supervisory Authority pursuant to Sections 76 and 242.

Subsection 2. As a party in relation to decisions of the Danish Financial Supervisory Authority made as part of the Authority's control of accounts submitted according to the rules in Chapter 16 of this Act and the rules issued pursuant to Section 157, and of group accounts covered by Article 4 in Regulation (EC) No 1606/2002 of the European Parliament and of the Council of 19 July 2002 on the application of international accounting standards, any person whom the Danish Financial Supervisory Authority considers a party to the case is also considered a party.

Deadlines

Section 261. The deadlines set in or according to this Act begin to run from the day after the day on which the event triggering the deadline occurs. This applies to the calculation of both day, week, month, and year deadlines.

Subsection 2. If the deadline is specified in weeks, the deadline expires, cf. subsection 1, on the day of the week of the day on which the event triggering the deadline occurred.

Subsection 3. If the deadline is specified in months, the deadline expires, cf. subsection 1, on the day of the month of the day on which the event triggering the deadline occurred. If the deadline expires on a day of the month that does not exist, the deadline always expires on the last day of the month regardless of its length.

Subsection 4. If the deadline is specified in years, the deadline expires, cf. subsection 1, on the anniversary of the day on which the event triggering the deadline occurred.

Subsection 5. If a deadline expires on a weekend, a public holiday, Constitution Day, Christmas Eve, or New Year's Eve, the deadline is extended to the next working day.

Communication

Section 262. The Minister for Business Affairs may set rules stating that written communication to and from the Minister for Business Affairs, the Danish Financial Supervisory Authority, and the Danish Business Authority regarding matters covered by this Act or rules issued pursuant to this Act, must be conducted digitally, and set detailed rules on digital communication, including the use of specific IT systems, special digital formats, and digital signature etc.

Section 263. A digital message is considered to have arrived when it is available to the person to whom the message is addressed.

Section 264. Where it is required by this Act or by rules issued pursuant to this Act that a document issued by others than the Minister for Business Affairs, the Danish Financial Supervisory Authority, or the Danish Business Authority must be signed, this requirement can be fulfilled by using a technique that ensures unique identification of the person who issued the document, subject to subsection 2. Such documents are equated with documents with a personal signature.

Subsection 2. The Minister for Business Affairs may set detailed rules on deviation from the signature requirement. It can be specified hereunder that the requirement for personal signature cannot be deviated from for certain types of documents.

Fee

Section 265. Securities firms and securities holding companies, as well as foreign investment firms providing or performing investment services and activities in this country through a branch or attached agents established in this country, must pay a fee to the Danish Financial Supervisory Authority.

Subsection 2. Foreign investment firms that have been granted permission to provide or perform investment services and activities in a country outside the European Union, with which the Union has not concluded an agreement in the financial area, and for which country the European Commission has not adopted a decision as referred to in Article 47, subsection 1, of Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, or where such a decision is no longer valid, and which provide cross-border services with investment services and activities in this country, must pay a fee to the Danish Financial Supervisory Authority.

Subsection 3. The fee is determined according to Chapter 22 in the Act on Financial Business.

Section IX Penal, Entry into Force, and Transitional Provisions etc. Chapter 25 Penal Provisions

Provisions subject to penalty in this Act

Section 266. Violation of the following provisions is punishable by fine, unless a higher penalty is incurred according to the rest of the legislation:

1. Section 49a, subsections 1 and 3, Section 67, Section 71, subsection 1, nos. 1 and 2, Section 79, subsection 1, 1st sentence, and subsection 2, Section 80, subsections 1, 3, 4 and 6, Section 83, subsections 1 and 2, Section 84, 1st and 2nd sentences, Section 85, subsections 1 and 2, Section 87, Section 89, subsections 1 and 2, Section 90, subsection 1, 1st sentence, and subsection 2, Sections 92 and 94, Section 95, subsections 1 and 2 and subsection 3, 2nd sentence, Section 96, subsection 1, Section 98, subsections 1 and 2, Section 99, subsection 1, Section 100, subsection 1, 2nd sentence, Section 101, subsection 1, Section 102, subsection 1, Section 103, subsection 1, Section 104, subsection 1, 2nd sentence, Section 106, subsections 1-5, Section 107, Section 108, subsection 1, Section 109, subsections 1-6, Section 109a, Section 110, subsections 1, 2 and 4, Section 111, Section 118, subsection 1, Sections 119 and 140, Section 141, subsections 2 and 7, 1st sentence, Section 142, Section 142a, subsections 1 and 2, Section 143, subsection 1, nos. 1-4, Section 145, subsection 2, Section 146, Section 147, subsections 1 and 3 and subsection 4, 1st sentence, Section 148, Section 150, subsections 1 and 2, 1st sentence, Section 153, Section 154, 1st sentence, Section 154a, subsections 1 and 2, Section 159, Section 160, subsections 3 and 5, Section 182, subsections 3 and 5, Sections 183 and 185, Section 192, subsections 2 and 3, Section 198, subsection 1, Section 211, Section 212a, subsections 1 and 2, Section 228, subsections 3 and 6, Section 229, subsection 2, and Section 285, subsections 1, 2, 4 and 5.

2. Article 9, Article 35, Article 38, and Articles 43-54 in Regulation (EU) No 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms.

3. Article 4 in Regulation (EC) No 1606/2002 of the European Parliament and of the Council of 19 July 2002 on the application of international accounting standards.

4. Article 5, subsection 1, Articles 6 and 7, Article 8, subsections 1-3, Article 9, Article 10, subsection 1, Article 13, subsections 1, 3 and 4, and Articles 14 and 19 in Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged and retail investment products (PRIIPs).

5. Article 65, subsection 4, Article 66, subsections 1-5, Article 68, subsections 4-9, Article 69, Article 71, subsections 1-4, Article 72, subsections 2-4, Article 73, subsections 2 and 3, Article 74, Article 75, subsections 3-6 and 9, Article 76, subsections 3, 4 and 9-15, Articles 77, 78 and 79, Article 80, subsections 1-3, and Article 81, subsections 1-14, in Regulation (EU) 2023/1114 of the European Parliament and of the Council of 31 May 2023 on markets in crypto-assets.

6. Article 2, subsection 2, first paragraph, point c, second paragraph, in Regulation (EU) 2024/3005 of the European Parliament and of the Council of 27 November 2024 on transparency and integrity in environmental, social and governance (ESG) rating activities.

Subsection 2. Violation of the following provisions is punishable by fine or imprisonment of up to 4 months, unless a higher penalty is incurred according to the rest of the legislation:

1. Section 13, subsections 1-3, Sections 17 and 32, Section 33, subsections 1, 2 and 6, Section 34, subsections 1 and 3, Section 35, 1st sentence, Section 37, 1st sentence, Section 41, subsection 1, Section 42, subsection 1, Section 43, subsection 1, Section 47, Section 48, subsections 1 and 2, Section 59, subsection 1, Sections 63 and 64, Section 66, subsections 1, 2, and 4, Section 68, subsection 1, Section 69, subsections 1 and 3, Section 70, Section 72, subsection 1, Section 75, subsection 5, cf. subsection 1, nos. 3 and 4, Section 76, Section 88, subsections 1 and 5-8, Section 104, subsection 1, 1st sentence, and subsections 2-4, Section 114, Section 115, subsection 3, Section 116, Section 117, subsection 1, 2nd sentence, and subsection 2, Section 120, subsections 1 and 2, Section 124, Section 125, subsection 1, Section 126, subsection 1, Sections 128 and 129, Section 137, subsections 1 and 2, Sections 155, 156 and 161, Section 162, subsection 1, Section 167, Section 192, subsection 5, and Sections 193 and 232.

2. Article 7, subsections 1-3, Article 8, subsections 1-3, Article 11, subsections 1-3, Articles 37, 38 and 40, and Article 54, subsection 1, point e, and subsection 2, in Regulation (EU) No 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms.

3. Articles 6, 7, 9 and 18-26, Article 27, subsections 1 and 4, and Article 28, subsection 2, in Regulation (EU) No 2017/2402 of the European Parliament and of the Council of 12 December 2017 on a general framework for securitisation and creating a specific framework for simple, transparent and standardised securitisation.

4. Article 39a in the Regulation on markets in financial instruments.

5. Article 59, subsection 1, Article 60, subsection 3, Article 70, subsections 1-4, Article 72, subsection 1, Article 75, subsections 1, 2 and 7, and Article 76, subsections 1, 2 and 5-8, in Regulation (EU) 2023/1114 of the European Parliament and of the Council of 31 May 2023 on markets in crypto-assets.

6. Article 5, subsections 1-3, Article 6, subsections 1-8, Article 7, subsection 1, Article 8, subsections 1-7, Article 9, subsections 1-3, Article 10, subsections 1-4, Article 11, subsections 1-8 and 10, Article 12, subsections 1-4, 6 and 7, Article 13, subsections 1-7, Article 14, subsections 1-3, Article 16, subsections 1 and 2, Article 17, subsections 1-3, Article 18, subsections 1 and 2, Article 19, subsections 1, 3 and 4, Article 24, subsections 1-6, Article 25, subsections 1 and 3, Article 28, subsections 1-4, 7 and 8, Article 29, subsections 1 and 2, and Article 30, subsections 1-3, in Regulation (EU) 2022/2554 of the European Parliament and of the Council of 14 December 2022 on digital operational resilience for the financial sector.

Section 267. A securities firm or a securities holding company that does not comply with an order given pursuant to Section 177, subsection 2, Section 182, subsection 4, Section 188, Section 192, subsection 5, Section 193, Section 228, subsection 1, 1st sentence, Section 229, subsection 1, Section 238, subsection 1, or Section 242, subsections 1-3, or that violates Section 112, subsection 1, in the Companies Act, is punishable by fine.

Subsection 2. Furthermore, the person who violates a prohibition or a restriction or a restriction communicated pursuant to Article 16, Article 17, or Article 24, subsection 2, points a, b or d, or subsection 4, in Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged and retail investment products (PRIIPs) or Articles 40-42 in Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, is punishable by fine.

Subsection 3. A securities firm or a securities holding company that has issued transferable securities listed for trading on a regulated market and which does not comply with an order from the Danish Financial Supervisory Authority pursuant to Section 244, is punishable by fine.

Special criminal offences for natural persons

Section 268. If a member of the board of directors or management of a securities firm or a securities holding company, or an employee who is part of the actual management on a day-to-day basis, is guilty of gross or repeated managerial negligence that results in loss or risk of loss for the company or its shareholders or other investors or customers, the person is punishable by fine or imprisonment of up to 2 years, provided that a higher penalty is not incurred according to other legislation. The same applies if the managerial negligence results in a significantly increased risk that the company is exposed to or used as part of criminal activity.

Subsection 2. Persons who are connected to a securities firm or a securities holding company without being members of the board of directors or management or part of the actual management on a day-to-day basis, and who are guilty of gross or repeated negligence or carelessness that results in loss or risk of loss for the company or its shareholders or other investors or customers, are punishable by fine or imprisonment of up to 2 years, provided that a higher penalty is not incurred according to other legislation. The same applies to employees responsible for a key function if the negligence or carelessness results in a significantly increased risk that the company is exposed to or used as part of criminal activity.

Penalty for providing false information

Section 269. Companies and persons connected to a securities firm who provide false or misleading information regarding matters concerning the securities firm to public authorities are punishable by fine or imprisonment of up to 2 years.

authorities, to the public, to a company body, or to depositors, bondholders, or other investors in the securities brokerage company, unless a higher penalty is incurred under other legislation.

General provisions on penalties

§ 270. A penalty of a fine or imprisonment for up to 4 months may be imposed for violation of provisions in regulations issued pursuant to this Act and in regulations issued pursuant to Regulation (EU) 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms.

Subsection 2. The Danish Financial Supervisory Authority may establish rules on penalties in the form of a fine for violations of provisions contained in European Union regulations adopted by the European Commission pursuant to Directive (EU) 2019/2034 of the European Parliament and of the Council of 27 November 2019 on the supervision of investment firms, Regulation (EU) 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms, and Directive 2014/51/EU of the European Parliament and of the Council of 16 April 2014 amending Directives 2003/71/EC and 2009/138/EC as well as Regulations (EC) No 1060/2009, (EU) No 1094/2010 and (EU) No 1095/2010 insofar as they concern the powers conferred on the European supervisory authority (European Securities and Markets Authority).

§ 271. In determining fines, regard shall be had to the seriousness of the violation and the economic circumstances of the offender. For violations committed by legal persons, regard shall be had in this connection to the securities brokerage company's or securities brokerage holding company's net annual turnover at the time of the violation. For violations committed by natural persons, regard shall be had to the person's income circumstances at the time of the violation.

Subsection 2. A heightened fine shall be imposed for violations that involve

1. a risk to the continued operation of a securities brokerage company,
2. operation of a securities brokerage company without the legally required permit, or
3. gross or repeated disregard of companies' disclosure obligations towards the Danish Financial Supervisory Authority under aggravating circumstances.

Subsection 3. If an economic advantage has been obtained through a violation, it shall be confiscated in accordance with the rules in Chapter 9 of the Criminal Code. If confiscation cannot be carried out, special consideration shall be given to this when determining a fine.

§ 272. Companies and the like (legal persons) may be subject to criminal liability in accordance with the rules in Chapter 5 of the Criminal Code.

Subsection 2. The limitation period for violations of the provisions of this Act, provisions in regulations where criminal liability is established in this Act, or regulations issued pursuant to this Act is 5 years, subject to subsection 3.

Subsection 3. The limitation period is 10 years for violations of § 13, subsections 1 and 2, § 42, subsection 1, § 43, subsection 1, § 67, subsections 1-4, §§ 78, 88 and 94, § 95, subsection 2, nos. 3 and 4, §§ 104, 120-124, 128 and 129, § 137, subsections 1 and 2, § 145, subsection 2, § 148, § 150, subsections 1 and 2, first sentence, § 154, first sentence, § 160, subsections 3 and 5, § 161, § 228, subsection 3, and § 232, subsections 2 and 6.

Fine Notices

§ 273. The Minister for Industry, Business and Financial Affairs may, after consultation with the Minister of Justice, establish rules stating that the Danish Financial Supervisory Authority, in specified cases of violations of this Act and regulations issued pursuant to this Act, which are not considered to result in a penalty higher than a fine, may indicate in a fine notice that the case may be resolved without court proceedings if the person who committed the violation declares themselves guilty of the violation and declares themselves ready to pay a fine as specified in the fine notice within a specified deadline.

Subsection 2. The rules of the Administration of Justice Act regarding requirements for the content of an indictment and regarding the fact that an accused person is not obliged to make a statement shall apply mutatis mutandis to fine notices.

Subsection 3. If the fine is accepted, further prosecution shall cease.

Chapter 26 Delegation and Complaint Provisions

General authorization provisions

§ 274. If the Minister for Industry, Business and Financial Affairs delegates his powers under this Act to the Danish Financial Supervisory Authority, the Minister may establish rules on the right of appeal, including that appeals cannot be brought before another administrative authority.

§ 275. Decisions made by the Danish Financial Supervisory Authority or the Danish Business Authority may be brought before the Business Appeals Tribunal by the person to whom the decision is addressed, no later than 4 weeks after the decision has been communicated to the person in accordance with the following:

1. This Act and regulations issued pursuant thereto.
2. Regulation (EU) No 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms.
3. Regulations issued pursuant to regulations issued pursuant to Directive (EU) 2019/2034 of the European Parliament and of the Council of 27 November 2019 on the supervision of investment firms.
4. Regulations issued pursuant to Directive 2014/59/EU of the European Parliament and of the Council of 15 May 2014 on a framework for the recovery and resolution of credit institutions and investment firms.
5. Regulations and rules issued pursuant to Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions.
6. Regulation (EU) 2019/2088 of the European Parliament and of the Council of 27 November 2019 on sustainability-related disclosures in the financial services sector and regulations issued pursuant thereto.
7. Regulation (EU) 2020/852 of the European Parliament and of the Council of 18 June 2020 on the establishment of a framework to facilitate sustainable investment.
8. Regulation (EU) No 1286/2014 of the European Parliament and of the Council on key information documents for packaged retail and insurance-based investment products for retail investors (PRIIPs).
9. Regulation (EU) 2023/1114 of the European Parliament and of the Council of 31 May 2023 on markets in crypto-assets.
10. Regulation (EU) 2022/2554 of the European Parliament and of the Council of 14 December 2022 on digital operational resilience for the financial sector and regulations issued pursuant thereto.

Subsection 2. Joint decisions made by the Danish Financial Supervisory Authority, Financial Stability, the competent authorities that are part of the supervisory college, or other authorities pursuant to this Act cannot be brought before the Business Appeals Tribunal regardless of subsection 1.

§ 276. The Minister for Industry, Business and Financial Affairs may establish rules that are necessary to apply or implement the decisions or legal acts adopted by the European Commission pursuant to the following:

1. Regulation (EU) 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms.
2. Directive (EU) 2019/2034 of the European Parliament and of the Council of 27 November 2019 on the supervision of investment firms.
3. Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments.
4. Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments.
5. Directive 2014/59/EU of the European Parliament and of the Council of 15 May 2014 on a framework for the recovery and resolution of credit institutions and investment firms.
6. Regulation (EU) 2019/1238 of the European Parliament and of the Council of 20 June 2019 on a pan-European personal pension product.
7. Regulation (EU) 2019/2088 of the European Parliament and of the Council of 27 November 2019 on sustainability-related disclosures in the financial services sector.
8. Regulation (EU) 2020/852 of the European Parliament and of the Council of 18 June 2020 on the establishment of a framework to facilitate sustainable investment.
9. Regulation (EU) 2023/1114 of the European Parliament and of the Council of 31 May 2023 on markets in crypto-assets.
10. Regulation (EU) 2022/2554 of the European Parliament and of the Council of 14 December 2022 on digital operational resilience for the financial sector.

Chapter 27 Publication

Publication by the Danish Financial Supervisory Authority

§ 277. The Danish Financial Supervisory Authority shall publish the following on its website, indicating the company's name, subject to §§ 282 and 283:

1. Reactions given pursuant to § 223 or by the Danish Financial Supervisory Authority after delegation from the Danish Financial Supervisory Authority's board to a supervised company.
2. Reactions given pursuant to § 223 or by the Danish Financial Supervisory Authority after delegation from the Danish Financial Supervisory Authority's board to a company that is not supervised.
3. Decisions to hand over cases to police investigation.
4. The name of companies that violate the prohibition on carrying out activities as a securities brokerage company without a permit, pursuant to § 13.

§ 278. The Danish Financial Supervisory Authority shall inform the public about cases that have been processed by the Danish Financial Supervisory Authority, the prosecution authority, or the courts, and which are of general interest or significant for the understanding of § 45 and regulations issued pursuant thereto.

Subsection 2. The Danish Financial Supervisory Authority may publish a description of the Danish Financial Supervisory Authority's practice pursuant to § 75, subsection 1, no. 1, to the extent that there are cases relevant to increasing transparency regarding the Danish Financial Supervisory Authority's practice in suitability assessments.

§ 279. The Danish Financial Supervisory Authority publishes on its website the name of the company or person in cases of violations of § 59, subsection 1, §§ 63 and 64, § 75, subsection 1, § 76, § 94, subsection 1, § 98, subsection 1, § 107, subsection 1, §§ 185 and 188, § 192, subsections 2, 3 and 5, § 193, § 194, subsections 2, 4 and 7, § 195, subsection 2, § 198, § 201, subsection 1, § 203, § 204, subsection 1, §§ 207 and 210, § 214, subsection 2, § 216, subsections 1 and 2, § 217, subsections 1, 2, 4 and 5, and § 218, subsection 1, relevant articles of Regulation (EU) No 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms, subject to § 283, and in cases of warnings, orders, or periodic penalty payments issued pursuant to § 219. The same applies to warnings, orders, and periodic penalty payments made by the Danish Financial Supervisory Authority's board in the aforementioned cases.

§ 280. If a reaction and the like, which is published pursuant to § 277, no. 1 or 2, or § 279, is brought before the Business Appeals Tribunal or the courts, this must be stated in the publication. The status and the subsequent result of the Business Appeals Tribunal's or the court's decision must also be published on the Danish Financial Supervisory Authority's website as soon as possible.

§ 281. If a case has been handed over to police investigation, and a final or partial guilty verdict has been passed or a fine imposed, or if a case has been resolved with the acceptance of an administrative fine notice, the verdict, fine imposition, or a summary thereof shall be published, subject to § 282, subsections 1 and 2. If the verdict is not final, or if it has been appealed, this must be stated in the publication.

Subsection 2. In cases where the Danish Financial Supervisory Authority has published a decision to hand over a case to police investigation pursuant to § 277, no. 1 and 3, and a decision is made to drop prosecution or not to prosecute, or an acquittal is delivered, the Danish Financial Supervisory Authority shall, upon request from the company concerned, publish information regarding this. The company must submit a copy of the decision to drop prosecution or not to prosecute or a copy of the verdict to the Danish Financial Supervisory Authority simultaneously with the request for publication. If the decision to drop prosecution, the decision not to prosecute, or the verdict is not final, this must be stated in the publication. If the Danish Financial Supervisory Authority receives documentation that the case has been concluded by a final decision to drop prosecution or not to prosecute or a final acquittal, the Danish Financial Supervisory Authority shall remove all information about the decision to hand over the case to police investigation and any subsequent verdicts in the case from the Danish Financial Supervisory Authority's website.

Limitations on the Danish Financial Supervisory Authority's publication

§ 282. Publication pursuant to § 277, nos. 1-3, § 280, or § 281, subsection 1, may not, however, be carried out if

1. it would cause disproportionate damage to the company,
2. it would endanger the stability of the financial markets, or
3. investigative considerations argue against publication.

Subsection 2. The publication pursuant to § 277, nos. 1-3, § 280, or § 281, subsection 1, must not contain

1. confidential information about customer relations or information covered by § 30 of the Act on Public Access to Information in the Public Sector, or
2. confidential information originating from financial supervisory authorities in other countries within or outside the European Union, unless the authorities that provided the information have given their explicit consent.

Subsection 3. If publication is omitted pursuant to subsection 1, publication pursuant to § 277, nos. 1-3, § 280, or § 281, subsection 1, shall be carried out when the considerations that necessitated the omission are no longer valid. This applies, however, only for up to 2 years after the date of the reaction.

Subsection 4. There shall be no publication of reactions pursuant to § 277 regarding the requirements in §§ 75 and 76, unless it concerns reactions pursuant to § 232 on a violation of the requirements.

§ 283. Publication pursuant to § 279 shall be carried out in anonymized form in the following cases:

1. Publication in non-anonymized form would cause disproportionate damage to the company or person.
2. Investigative considerations argue against publication in non-anonymized form.
3. Publication in non-anonymized form would threaten financial stability.
4. Societal considerations regarding the publication of a person's name must be assessed as not being proportional to the considerations regarding the person.

Time and duration of the Danish Financial Supervisory Authority's publication

§ 284. Publication pursuant to this chapter shall be carried out as soon as possible after the person or company has been notified of the reaction or decision and of the Danish Financial Supervisory Authority's intention to publish it. If the Danish Financial Supervisory Authority cannot notify the person concerned, publication may still be carried out.

Subsection 2. The published information must remain on the Danish Financial Supervisory Authority's website for at least 5 years from the date of publication. Publication concerning persons, however, must only remain on the Danish Financial Supervisory Authority's website as long as the information is considered necessary in relation to the societal considerations behind the publication.

Publication by companies

§ 285. If a reaction and the like addressed to a supervised company is published pursuant to § 277, no. 1 or 2, or if a verdict or fine imposition addressed to or made against a supervised company is published pursuant to § 281, subsection 1, the company must publish the relevant reaction and the like, verdict, or fine imposition on its website in a place where it naturally belongs. Publication concerning companies that are not supervised, however, shall only take place on the Danish Financial Supervisory Authority's website.

Subsection 2. The company must publish a reaction and the like as mentioned in subsection 1 as soon as possible and no later than 3 business days after the company has received the reaction and the like, or no later than at the time of publication required by the Capital Markets Act.

Subsection 3. The company must publish a verdict or fine imposition as mentioned in subsection 1 as soon as possible and no later than 10 business days after a verdict has been passed or a fine imposed, or no later than at the time of publication required by the Capital Markets Act.

Subsection 4. Simultaneously with the company's publication pursuant to subsections 1-3, the company must insert a link that provides direct access to the reaction and the like, verdict, fine imposition, or summary, on the front page of the company's website in a visible manner. It must be clearly stated from the link and any associated text that this concerns a reaction from the Danish Financial Supervisory Authority, a verdict, or a fine imposition. Removal of the information from the company's website shall take place according to the same principles as the company uses for other communications, but no earlier than when the link and information have been on the website for 3 months, and no earlier than after the next general meeting or representative meeting.

Subsection 5. If the company comments on the reaction and the like, verdict, fine imposition, or summary pursuant to subsections 1-3, this must be done in continuation thereof, and the comments must be clearly separated from the reaction and the like, verdict, fine imposition, or summary.

Subsection 6. The company must notify the Danish Financial Supervisory Authority of the publication pursuant to subsection 1, including sending a copy of the verdict or fine imposition. The Danish Financial Supervisory Authority shall thereafter publish the verdict, fine imposition, or a summary thereof on its website.

§ 286. If a company has passed on information about the company, and this information has come to the public's attention, the Danish Financial Supervisory Authority may order the company to publish correcting information within a deadline set by the Danish Financial Supervisory Authority if

1. the information is misleading according to the Danish Financial Supervisory Authority's assessment, and
2. the Danish Financial Supervisory Authority assesses that the information may cause damage to the company's customers, other creditors, the financial markets on which the company's shares or financial instruments issued by the securities brokerage company are traded, or financial stability in general.

Subsection 2. The Danish Financial Supervisory Authority may publish the order issued pursuant to subsection 1 if the company does not correct the information in accordance with the Danish Financial Supervisory Authority's order and within the set deadline.

Authorization

§ 287. The Minister for Industry, Business and Financial Affairs may establish rules regarding the obligation of securities brokerage companies and securities brokerage holding companies to publish information about the Danish Financial Supervisory Authority's assessment of the company and about the Danish Financial Supervisory Authority's possibility to publish the information before the company.

Section X Entry into Force Provisions, Transitional Provisions, etc.

Chapter 28 Entry into Force, etc.

§ 288. This Act enters into force on June 26, 2021.

Subsection 2. The requirement in § 212 has effect from January 1, 2024. If the Danish Financial Supervisory Authority has set a deadline pursuant to subsection 3, third sentence, after January 1, 2024, the requirement in § 212 applies from the set deadline.

Subsection 3. The Danish Financial Supervisory Authority, after consulting Financial Stability, sets a deadline for companies to fulfill the requirements in § 198 and § 203, subsection 2. Companies must fulfill the requirements in § 198 and § 203, subsection 2, on January 1, 2024. The Danish Financial Supervisory Authority may, after consulting Financial Stability, and if it is duly justified and appropriate, set a deadline after January 1, 2024. The Danish Financial Supervisory Authority sets interim targets for the fulfillment of the requirements, which companies must fulfill on January 1, 2022. The Danish Financial Supervisory Authority sets interim targets for each 12-month period in the company's transition period.

Subsection 4. Decisions on requirements for write-down eligible liabilities, which were made before this Act enters into force, pursuant to subsection 1, also apply after this Act enters into force, until the Danish Financial Supervisory Authority sets a new requirement for write-down eligible liabilities pursuant to § 198.

Chapter 29 Transitional Provisions, etc.

§ 289. Rules established pursuant to § 6, § 9, subsection 9, § 17, § 33, subsection 5, § 43, subsections 2 and 5, § 46 b, subsection 2, § 61, subsection 9, § 71, subsection 4, § 71 a, subsection 4, § 71 b, subsection 6, § 72, subsection 6, § 124, subsection 7, § 128, subsection 3, § 142, § 143, subsection 1, no. 2, § 181, subsection 1, § 183, subsection 6, § 188, subsection 3, § 192, § 195, subsection 3, § 196, § 199, subsection 12, § 242, § 245 a, subsection 4, § 259, subsection 6, § 260, subsection 8, § 264, subsection 6, § 265, subsection 9, §§ 270, 347 a, 371 and 373 a in the Act on Financial Business remain in force until they are repealed or replaced by new regulations issued pursuant to § 13, subsection 5, § 16, § 41, subsection 4, § 45, subsections 2 and 3, § 48, subsection 4, § 59, subsection 3, § 95, subsection 7, § 96, subsection 2, § 98, subsection 4, § 99, subsection 6, § 120, subsection 4, § 128, subsection 2, § 145, subsection 3, § 150, subsection 3, § 152, subsection 2, § 156, subsection 4, § 157, § 160, subsection 10, § 176, § 182, subsection 4, § 186, subsection 8, § 192, subsection 8, § 194, subsection 8, and §§ 208, 262, 273, 274 and 287.

§ 290. Guidelines agreed upon pursuant to § 29 of the Marketing Act before January 1, 2004, continue to apply to securities brokerage companies until they are repealed or replaced by regulations issued by the Minister for Industry, Business and Financial Affairs pursuant to § 43, subsection 2, in the Act on Financial Business or § 45, subsection 2, in this Act.

§ 291. Chapter 16 of this Act does not apply to the accounting and reporting of securities brokerage companies and securities brokerage holding companies for the financial year 2021. For this financial year, Chapter 13 of the Act on Financial Business applies.

§ 292. Exposures and security interests that were lawfully undertaken or entered into on January 1, 1998, between the chosen auditor or an internal audit or deputy audit manager or employees in securities dealers or securities brokerage companies, where the person is employed, may continue until the originally agreed maturity date.

Subsection 2. Internal audit and deputy audit managers may, regardless of the prohibition in § 87, maintain and utilize economic interests that the person owns at the time this Act enters into force.

§ 293. Directors and branch managers and persons equivalent to them in securities brokerage companies, who on January 1, 1996, lawfully carried out independent business activity or as a board member, employee, or in another way participated in the management or operation of another business activity than that of the securities brokerage company, and who have reported this to the Danish Financial Supervisory Authority pursuant to § 37, subsection 4, in Act No. 1071 of December 20, 1995, on securities brokerage companies, may, regardless of § 89, continue such business activity.

Subsection 2. Persons covered by § 89, who on January 1, 2004, had positions covered by the provision, may continue with them without the board's permission, if the relevant position was reported to the Danish Financial Supervisory Authority before June 30, 2004. If the securities brokerage company had exposures to the business in which the position is held on January 1, 2004, the exposure may continue until the originally agreed maturity date.

Subsection 3. Persons covered by § 90, who on January 1, 2004, had positions covered by the provision, may continue with them without the direction's permission, if the relevant position was reported to the Danish Financial Supervisory Authority before June 30, 2004. If the securities brokerage company had exposures to the business in which the position is held on January 1, 2004, the exposure may continue until the originally agreed maturity date.

§ 294. Rules established pursuant to § 95, subsection 7, of this Act regarding the placement of customers' funds in a special customer account by securities brokerage companies and investment firms shall apply correspondingly.

the application to customer funds received before 1 June 2000. § 295. Section 126 does not apply to investment firms if all properties and shares (parts) in property companies were acquired before 8 October 1998. Subsection 2. Assets covered by subsection 1 may not be written up to a higher book value than the book value the assets had on 8 October 1998. § 296. Section 172, subsection 2, only applies to subordinated capital issued after 1 July 2001. Chapter 30 Changes in other legislation Consequential changes in other legislation § 297. (Omitted) Consequential changes in other laws than the Act on Financial Business §§ 298-306. (Omitted) Chapter 31 The Faroe Islands and Greenland § 307. The Act does not apply to the Faroe Islands and Greenland, but may be brought into force in whole or in part for the Faroe Islands and Greenland by Royal Order with the changes that the respective Faroese and Greenlandic circumstances require. Act No. 568 of 10 May 2022 (Stricter requirements for targets and policies for the underrepresented gender) contains the following entry into force provision: § 11 Subsection 1. The Act enters into force on 1 January 2023. Subsection 2. (Omitted) Act No. 570 of 10 May 2022 (Appointment of resolution authorities for distressed central counterparties and rules for life insurance companies offering health and accident insurance etc.) contains the following entry into force provision: § 13 Subsection 1. The Act enters into force on 1 July 2022, subject to subsections 2-4. Subsections 2-7. (Omitted) Act No. 409 of 25 April 2023 (Implementation of the Liability Committee's proposal on stricter liability assessment for board members etc. in financial companies and amendment of the rules on suitability and integrity) contains the following entry into force provision: § 10 Subsection 1. The Act enters into force on 1 July 2023. Subsections 2-6. (Omitted) Subsection 7. Agreements on exit arrangements, which at the time of the entry into force of the Act have been concluded between an investment firm or an investment holding company and a member of the executive board, must be published on the company's website in accordance with Section 109a of the Act on Investment Firms and Investment Services and Activities as amended by this Act's Section 3, No. 13, no later than 6 months after the Act's entry into force. Subsection 8. Section 109b, Section 109c, subsections 2 and 3, and Section 109d of the Act on Investment Firms and Investment Services and Activities as amended by this Act's Section 3, No. 13, apply to agreements on exit arrangements for a member of the executive board in an investment firm or an investment holding company, which have not yet become due at the time of the Act's entry into force. Subsection 9. Section 109c, subsection 1, of the Act on Investment Firms and Investment Services and Activities as amended by this Act's Section 3, No. 13, applies to agreements on severance payments to a member of the executive board in an investment firm or an investment holding company, which are concluded, extended or renewed after the Act's entry into force. Subsection 10. Section 109c, subsections 4 and 5, of the Act on Investment Firms and Investment Services and Activities as amended by this Act's Section 3, No. 13, do not apply to agreements where the director in an investment firm or an investment holding company has acquired a legal claim to the severance payment at the time of the Act's entry into force. For such agreements, the previously applicable rules apply. Subsections 11-32. (Omitted) Act No. 480 of 12 May 2023 (Extension of the coverage area of the Guarantee Fund for Property Insurance Companies to include life insurance companies conducting work accident insurance business in Denmark, and to include motor liability insurance etc.) contains the following entry into force provision: § 10 Subsection 1. The Act enters into force the day after publication in the Official Gazette, subject to subsections 2-4. Subsection 2. (Omitted) Subsection 3. Section 1, Nos. 1 and 3-11, Section 2, Section 3, Nos. 1-3, 7-18 and 24-28, Section 4, No. 3, Section 5, No. 2, Section 6, Section 7, Nos. 2 and 4-9, 11, 17 and 18, and §§ 8 and 9 enter into force on 1 July 2023. Subsections 4 and 5. (Omitted) Act No. 1546 of 12 December 2023 (Mortgage financing of offshore wind turbines, strengthening of the Danish Financial Supervisory Authority's supervisory powers and coverage of motor liability insurance by the Guarantee Fund for Property Insurance Companies etc.) contains the following entry into force provision: 26 April 2026. 76 No. 467.

§ 15 Subsection 1. The Act enters into force on 1 January 2024, subject to subsection 2. Subsection 2. (Omitted) Subsection 3. Rules issued pursuant to Section 182, subsection 3, of Act No. 1155 of 8 June 2021 on Investment Firms and Investment Services and Activities remain in force until they are repealed or replaced by rules issued pursuant to Section 182, subsection 4, of the Act on Investment Firms and Investment Services and Activities, cf. this Act's Section 4, No. 4. Subsection 4. (Omitted) Act No. 480 of 22 May 2024 (Implementation of the EU Directive on corporate sustainability reporting and the EU Directive on increasing size thresholds in the Accounting Directive etc.) contains the following entry into force and transitional provisions: § 13 Subsection 1. The Act enters into force on 1 June 2024, subject to subsections 2 and 3. Subsections 2-6. (Omitted) Subsection 7. Rules established pursuant to Section 156, subsection 3, of Act No. 1155 of 8 June 2021 on Investment Firms and Investment Services and Activities remain in force until they are repealed or replaced by regulations issued pursuant to Section 156, subsection 4, of the Act on Investment Firms and Investment Services and Activities, cf. this Act's Section 10, No. 9. Subsection 8. (Omitted) § 14 Subsections 1-7. (Omitted) Subsection 8. Section 1, No. 41, Section 7, No. 8, Section 10, No. 9, and Section 11, No. 9, have effect for accounting years beginning on 1 January 2028 or later. Subsections 9-11. (Omitted) Act No. 481 of 22 May 2024 (Supervision under the Regulation on digital operational resilience in the financial sector and the Regulation on markets for crypto-assets, rules for the appointment of an administration company for the Guarantee Fund and remuneration rules for corporate pension funds) contains the following entry into force provision: § 17 Subsection 1. The Act enters into force on 1 July 2024, subject to subsections 2-5. Subsections 2 and 3. (Omitted) Subsection 4. Sections 332c, 332e-332h of the Act on Financial Business as amended by this Act's Section 1, No. 26, and Section 1, No. 41, Section 251b of the Act on Capital Markets as amended by this Act's Section 3, No. 24, Section 275, subsection 1, No. 9, of the Act on Investment Firms and Investment Services and Activities as amended by this Act's Section 4, No. 16, and §§ 7, 14 and 15 enter into force on 30 December 2024. Subsection 5. Section 1, Nos. 6, 8 and 9, Section 2, Nos. 1-3 and 5-18, Section 3, Nos. 5-9 and 12-14, Section 211, subsection 2, No. 16, as amended by this Act's Section 3, No. 18, Section 251c of the Act on Capital Markets as amended by this Act's Section 3, No. 24, Section 4, Nos. 1 and 4, Section 275, subsection 1, No. 10, of the Act on Investment Firms and Investment Services and Activities as amended by this Act's Section 4, No. 16, Section 5, Nos. 1 and 3, Section 6, No. 9, Section 8, Nos. 17 and 19-23, and §§ 9 and 11-13 enter into force on 17 January 2025. Subsections 6-16. (Omitted) Act No. 1602 of 17 December 2024 (Gender Balance Act) contains the following entry into force and transitional provision: § 16. The Act enters into force on 28 December 2024. Subsection 2. The Act has effect for accounting years beginning on 1 January 2025 or later. Subsection 3. (Omitted) Act No. 1666 of 30 December 2024 (Access to a basic business account for entrepreneurs and associations, supervision under the Regulation on European green bonds and annual target setting for the executive board of Danmarks Nationalbank etc.) contains the following entry into force and transitional provision: § 18 Subsection 1. The Act enters into force on 1 January 2025, subject to subsections 2 and 3. Subsection 2. Section 2, Nos. 1, 3 and 18-22, and Section 8, Nos. 1, 2 and 7-11, enter into force the day after publication in the Official Gazette. Subsections 3-8. (Omitted) Subsection 9. Rules established pursuant to Section 182, subsection 4, of the Act on Investment Firms and Investment Services and Activities, cf. Act No. 232 of 1 March 2024, remain in force until they are repealed or replaced by new rules issued pursuant to Section 182, subsection 6, of the Act on Investment Firms and Investment Services and Activities as amended by this Act's Section 8, No. 4. Subsection 10. (Omitted) Act No. 1668 of 30 December 2024 (Amendment of certain laws and provisions in the area of the Ministry of Business Affairs as a result of task abandonment) contains the following entry into force and transitional provision: § 17 Subsection 1. The Act enters into force on 1 January 2025, subject to subsection 2. Subsection 2. (Omitted) Subsection 3. Section 2, Nos. 3 and 4, and §§ 12 and 14-16, have effect for accounting years beginning on 1 January 2024 or later. 26 April 2026. 77 No. 467.

Subsections 4-6. (Omitted) Act No. 52 of 28 January 2025 on independent assurance providers regarding sustainability reporting contains the following entry into force and transitional provision: § 66. The Act enters into force on 1 February 2025, subject to subsections 2 and 3. Subsections 2-10. (Omitted) Act No. 712 of 20 June 2025 (Handling of crypto exposures, preparation of ESG transition plans, new documentation requirements for institutions' management structure, allocation of responsibility and reporting lines, clearer rules for permission to credit institutions from countries outside the EU/EEA (third countries), new supervisory power for the Danish Financial Supervisory Authority to approve significant acquisitions of shareholdings in other companies, penalizing the disclosure regulation, modernization of the rules in the FAIF-UCITS II Directive, strengthening of the rules on combating national and international money laundering and establishment of a common European access point (ESAP) for submission of a number of published information etc.)3) , as amended by Act No. 1638 of 16 December 2025, contains the following entry into force, effect and transitional provisions: § 22 Subsection 1. The Act enters into force on 1 July 2025, subject to subsections 2-13. Subsection 2. (Omitted) Subsection 3. Section 5, No. 30, and Section 6, Nos. 3, 5, 7, 8, 18, 20, 23-33, 49 and 51, enter into force on 29 September 2025. Subsection 4. Section 1, Nos. 1 and 2, Section 5, subsection 1, No. 61-63, of the Act on Financial Business as amended by this Act's Section 1, No. 8, Section 1, Nos. 9, 18, 20-22, 28, 30-36, 55, 56, 59, 60, 62-64, 66 and 67, Section 170b of the Act on Financial Business as amended by this Act's Section 1, No. 69, Section 1, Nos. 71-77, 79-83, 103, 104, 108, 109, 111-113, 115, 121, 123 and 125, and Section 5, Nos. 3-7, enter into force on 1 January 2026. Subsection 5. Section 1, Nos. 100 and 102, Section 2, No. 56, Section 3, No. 42, Section 5, No. 21, Section 6, No. 37, and Section 7, No. 7, enter into force on 1 March 2026. Subsection 6. (Omitted) Subsection 7. Section 1, Nos. 117, 120 and 124, Section 2, Nos. 77 and 83, Section 3, Nos. 53, 54 and 58, Section 5, Nos. 25, 27 and 31, Section 6, No. 56, Section 7, Nos. 11 and 15, and Section 117, subsection 3, of the Act on Corporate Pension Funds as amended by this Act's Section 7, No. 16, enter into force on 2 July 2026. Subsections 8-11. (Omitted) Subsection 12. Section 1, Nos. 38, 39, 78 and 95, Section 2, No. 44, Section 5, Nos. 8, 9, 12, 13 and 18, Section 6, Nos. 12, 19, 21, 22, 46 and 48, Section 7, Nos. 3-5, and Section 14, No. 4, enter into force on 10 January 2030. Subsection 13. (Omitted) § 23 (Omitted) § 24 Subsections 1-6. (Omitted) Subsection 7. Section 1, No. 128, Section 2, No. 82, Section 3, No. 59, Section 5, No. 27, and Section 117, subsection 2, of the Act on Corporate Pension Funds as amended by this Act's Section 7, No. 17, Section 8, No. 14, and Section 9, No. 18, do not apply to violations of Article 13, subsection 3, first paragraph, of Regulation (EU) 2019/2088 of the European Parliament and of the Council of 27 November 2019 on sustainability-related disclosures in the financial services sector, which take place before 2 July 2026. For such violations, the previously applicable rules apply. Subsections 8-10. (Omitted) Act No. 1636 of 16 December 2025 (Postponement of companies' obligation to report on sustainability and deregistration of auditors or independent assurance providers regarding sustainability reporting)4) contains the following entry into force provision: § 5 Subsection 1. The Act enters into force on 31 December 2025, subject to subsection 2. Subsection 2. (Omitted) Act No. 1638 of 16 December 2025 (Abolition of national prospectus threshold, partial abolition of prohibition on share classes in financial companies, insurance companies and investment firms, amendment of publication requirements for admission to trading on a multilateral trading facility, strengthening of the Danish Financial Supervisory Authority's independence etc.)5) contains the following entry into force provision: § 15 Subsection 1. The Act enters into force on 1 January 2026, subject to subsections 2-13. Subsections 2-6. (Omitted) Subsection 7. Section 1, Nos. 2, 7, 8, 11-16, 18 and 19, Section 2, No. 17, and Section 4, No. 7, enter into force on 6 June 2026. Subsection 8. Section 3, Nos. 1, 2, 7 and 8, and Section 4, Nos. 2 and 4-6, enter into force on 25 June 2026. Subsection 9. (Omitted) Subsection 10. Section 1, Nos. 3, 5, 9 and 10, Section 2, Nos. 1 and 3-6, Section 4, No. 3, and Section 5, Nos. 2, 3 and 6, enter into force on 5 December 2026. 26 April 2026. 78 No. 467.

Subsections 11-14. (Omitted) The Danish Financial Supervisory Authority, 26 April 2026 Louise Mogensen / Karina Vilhof Ankergren 26 April 2026. 79 No. 467.

2. Section 128 has by mistake had an incorrect wording. This has been corrected so that Section 128 now has the correct wording.
3. The legislative amendment concerns Section 4, subsection 1 and 3, Section 10, Nos. 13 and 63, Section 14, subsection 1, No. 2, and subsection 3, and Section 219, subsection 2, No. 15.
4. The legislative amendment concerns Section 154b.
5. The legislative amendment concerns the first sentence in the footnote to the Act's title. 26 April 2026. 80 No. 467.

Annex 1 Investment services, investment activities and ancillary services SECTION A

1. Reception and transmission for investors' account of orders concerning one or more of the instruments mentioned in Annex 2.
2. Execution of orders with one or more of the instruments mentioned in Annex 2 for investors' account.
3. Trading for own account with any of the instruments mentioned in Annex 2.
4. Discretionary portfolio management of individual investors' securities holdings following instructions from the investors, provided the holdings comprise one or more of the instruments mentioned in Annex 2.
5. Investment advice.
6. Underwriting of one or more of the instruments mentioned in Annex 2 in connection with issues or placement of such instruments on a firm commitment basis.
7. Placement of financial instruments without firm commitment.
8. Operation of multilateral trading facilities (MTFs).
9. Operation of organized trading facilities (OTFs).
10. Safekeeping and administration for investors' account in connection with one or more of the instruments mentioned in Annex 2, including custody services and services related to one or more of the activities mentioned in Nos. 1-9, but not the issuance and management of securities accounts at the top level as referred to in Section A, point 2, of the Annex to Regulation (EU) No 909/2014 of the European Parliament and of the Council of 23 July 2014 on improving securities settlement in the European Union and on central securities depositories. SECTION B
11. Safe deposit box rental.
12. Credit or lending to an investor, so that this can execute a transaction with one or more of the instruments mentioned in Annex 2, provided the company providing the credit or loan participates in the transaction.
13. Advice to companies regarding capital structures, industrial strategy and related questions as well as advice and services regarding mergers and acquisitions of companies.
14. Foreign exchange transactions, when the transactions in question are part of the provision of investment services.
15. Investment analyses and financial analyses or other forms of general recommendations concerning one or more of the instruments mentioned in Annex 2.
16. Services in connection with underwriting.
17. Investment services and investment activities as well as ancillary services of the type referred to in this Annex regarding the underlying instrument for the derivatives covered by Annex 2, Nos. 5-7 and 10, when these are linked to the investment service or ancillary service.
18. Transmission and advice on loans and credits for leveraged investments. 26 April 2026. 81 No. 467.

Annex 2 Financial instruments

1. Transferable securities (excluding payment instruments) that can be traded on the capital market, including: a) shares in companies and other securities that can be equated with shares in companies, partnerships and other undertakings as well as depositary receipts concerning shares, b) bonds and other debt instruments, including depositary receipts concerning such securities, and c) all other securities by means of which securities mentioned in letter a or b can be acquired or sold, or which are settled in cash with an amount the size of which is determined with securities, currencies, interest rates or yields, commodity indices and other indices and measures as reference,
2. money market instruments, including treasury bills, certificates of deposit and commercial papers, but not payment instruments,
3. units in collective investment undertakings,
4. options, futures, swaps, forward rate agreements (FRAs) and any other derivative contract concerning securities, currencies, interest rates or yields, emission allowances or other derivatives, financial indices or financial measures, which can be settled physically or settled in cash,
5. options, futures, swaps, forward contracts and any other derivative contract concerning commodities, which must be settled in cash, or which can be settled in cash, if one of the parties wishes it for reasons other than default or other ground for termination,
6. options, futures, swaps and any other derivative contract concerning commodities, which can be settled physically, provided they are traded on a regulated market, a multilateral trading facility (MTF) or an organized trading facility (OTF), except wholesale energy products, which are traded on an organized trading facility (OTF), and which can only be settled physically,
7. options, futures, swaps, forward contracts and any other derivative contract concerning commodities, which are not covered by No. 6, and which can be settled physically and do not have a commercial purpose, and which have characteristics similar to other derivative financial instruments,
8. credit derivatives,
9. financial contracts for difference (CFDs),
10. options, futures, swaps, forward rate agreements (FRAs) and any other derivative contract, which concern climatic variables, freight rates, inflation rates or other official economic statistics, and any other derivative contract, which must be settled in cash, or which can be settled in cash, if one of the parties wishes it for reasons other than default or other ground for termination, concerning assets, rights, obligations, indices and measures, which are not covered by Nos. 1-9 and 11, and which have characteristics similar to other derivative financial instruments, taking into account inter alia whether they are traded on a regulated market, an organized trading facility (OTF) or a multilateral trading facility (MTF), and
11. emission allowances consisting of any unit recognized as complying with the requirements of Directive 2003/87/EC of the European Parliament and of the Council of 13 October 2003 establishing a scheme for greenhouse gas emission allowance trading within the Community. 26 April 2026. 82 No. 467.

Annex 3 Calculations regarding requirements for write-down eligible liabilities and subordination Regarding requirements for write-down eligible liabilities

1. The amount, Y, referred to in Section 202, No. 4, letter c, is calculated using the following formula: Y = α – (β + γ) (1) α = The amount constituting the requirement for write-down eligible liabilities for the company, which is a subsidiary of the resolution entity, but which is not itself a resolution entity, cf. Section 201, subsection 1. β = The own funds issued in accordance with Section 205, Nos. 1 and 2. γ = The liabilities issued to and purchased by the resolution entity, either directly or indirectly through other entities in the same resolution group. Regarding requirements for subordination of write-down eligible liabilities
2. The amount, Y, referred to in Section 203, subsection 1, is calculated using the following formula: Z = 2 x η + 2 x θ η = The amount pursuant to the requirement in Article 11, subsection 1, of Regulation (EU) 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms. θ = The amount pursuant to the individual solvency requirement established pursuant to Section 121 or the individual solvency need established pursuant to Section 120. 26 April 2026. 83 No. 467.

Annex 4 DIRECTIVE (EU) 2019/2034 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL DIRECTIVE (EU) 2019/2034 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 27 November 2019 on the prudential supervision of investment firms, amending Directives 2002/87/EC, 2009/65/EC, 2011/61/EU, 2013/36/EU, 2014/59/EU and 2014/65/EU (Text with EEA relevance) THE EUROPEAN PARLIAMENT AND THE COUNCIL OF THE EUROPEAN UNION HAVE HAVING REGARD TO the Treaty on the Functioning of the European Union, and in particular Article 53(1) thereof, HAVING REGARD to the proposal from the European Commission, AFTER transmission of the draft legislative act to the national parliaments, HAVING REGARD to the opinion of the European Central Bank 1), HAVING REGARD to the opinion of the European Economic and Social Committee 2), AFTER following the ordinary legislative procedure 3), AND IN VIEW OF the following considerations: (1) Sound supervision is an integral part of the regulatory conditions under which financial institutions provide services in the Union. Investment firms are, together with credit institutions, covered by Regulation (EU) No 575/2013 of the European Parliament and of the Council 4) and Directive 2013/36/EU of the European Parliament and of the Council 5) as regards their supervisory treatment and supervision, while their authorization and other requirements for organization and sound business practices are laid down in Directive 2014/65/EU of the European Parliament and of the Council 6). (2) The existing supervisory arrangements under Regulation (EU) No 575/2013 and Directive 2013/36/EU are largely based on successive versions of international regulatory standards set by the Basel Committee on Banking Supervision for large banking groups, and only take partial account of the specific risks associated with the various activities of a large number of investment firms. The specific vulnerabilities and risks associated with these investment firms should therefore be addressed further by means of effective, appropriate and proportionate supervisory arrangements at EU level, which contribute to creating a level playing field throughout the Union, ensure effective supervision while keeping compliance costs down, and ensure sufficient capital for investment firms' risks. (3) Sound supervision should ensure that investment firms are managed in an orderly manner and in the best interests of their customers. It should take into account the opportunities for investment firms and their customers to engage in excessive risk-taking and the different degrees of risk that investment firms assume and pose. Such supervision should also aim to avoid imposing disproportionate administrative burdens on investment firms. At the same time, such supervision should make it possible to strike a balance between ensuring the safety and soundness of investment firms and avoiding excessive costs that could undermine the viability of their business activities. 26 April 2026. 84 No. 467.

(4) Many of the requirements stemming from the framework consisting of Regulation (EU) No 575/2013 and Directive 2013/36/EU are designed to address the common risks for credit institutions. The existing requirements are thus largely calibrated to preserve the lending capacity of credit institutions under varying economic cycles and to protect depositors and taxpayers against potential failures, and are not designed to take into account all the different risk profiles that investment firms may have. Investment firms do not hold large portfolios of loans to retail and corporate customers and do not accept deposits. The likelihood that their failure could have adverse effects on overall financial stability is lower than for credit institutions, but investment firms nonetheless pose a risk that needs to be managed through a solid framework. The risks that most investment firms face and pose are thus significantly different from the risks that credit institutions face and pose, and such differences should be clearly reflected in the Union's supervisory framework.

(5) Differences in the application of the existing supervisory frameworks in the various Member States endanger the level playing field for investment firms in the Union, which hinders investors' access to new opportunities and better methods for managing their risks. These differences are due to the general complexity of applying the frameworks to different investment firms on the basis of the services they provide, where some national authorities adapt or streamline this application in national law or practice. In view of the fact that the existing supervisory frameworks do not take into account all the risks that certain types of investment firms face and pose, large capital add-ons have been applied to certain investment firms in some Member States. Uniform provisions should be established regarding these risks to ensure harmonised supervision of investment firms throughout the Union.

(6) There is therefore a need for a specific supervisory scheme for investment firms that are not systemic by virtue of their size and interconnection with other financial and economic actors. Systemic investment firms should, however, continue to be subject to the existing supervisory framework under Regulation (EU) No 575/2013 and Directive 2013/36/EU. These investment firms are a sub-group of investment firms to which the frameworks in Regulation (EU) No 575/2013 and Directive 2013/36/EU currently apply, and they do not benefit from specific exemptions from the principal requirements therein. The largest and most interconnected investment firms have business models and risk profiles that correspond to those of significant credit institutions. They provide 'bank-like' services and assume risks on a significant scale. Furthermore, systemic investment firms are so large and have business models and risk profiles of such a nature that they pose a threat to stable and well-functioning financial markets on a par with large credit institutions. It is therefore appropriate that these investment firms continue to be subject to the rules in Regulation (EU) No 575/2013 and Directive 2013/36/EU.

(7) It is possible that investment firms that trade for their own account, that provide underwriting guarantees for financial instruments, or that place financial instruments on the basis of a firm commitment on a significant scale, or that are clearing members in central counterparties, have business models and risk profiles that correspond to those of credit institutions. In view of their size and activities, it is possible that such investment firms pose a risk to financial stability that is comparable to the risk posed by credit institutions. The competent authorities should have the possibility to require that they continue to be subject to the same supervisory treatment as credit institutions covered by Regulation (EU) No 575/2013, and supervision under Directive 2013/36/EU.

(8) There may be Member States where the authorities responsible for the supervision of investment firms are different from the authorities responsible for the supervision of market conduct. It is therefore necessary to create a mechanism for cooperation and exchange of information between these authorities throughout the Union to ensure harmonised supervision of investment firms that operates quickly and efficiently.

(9) An investment firm may trade via a clearing member in another Member State. In cases where it does so, a mechanism for the exchange of information between the relevant competent authorities in the different Member States should be introduced. Such a mechanism should make it possible to exchange information between the competent authority for the supervision of the investment firm and either the authority supervising the clearing member or the authority supervising the central counterparty, regarding the model and parameters used to calculate the investment firm's margin requirements, where such a calculation method is used as the basis for the investment firm's own funds requirements.

(10) To promote harmonisation of supervisory standards and practices in the Union, the European Supervisory Authority (European Banking Authority), established by Regulation (EU) No 1093/2010 of the European Parliament and of the Council 7), (EBA), should retain primary responsibility for the coordination and convergence of supervisory practices in the field of supervision of investment firms within the European System of Financial Supervision (ESFS) in close cooperation with the European Supervisory Authority (European Securities and Markets Authority), established by Regulation (EU) No 1095/2010 of the European Parliament and of the Council 8), (ESMA).

(11) The requirement for the size of the start-up capital of an investment firm should be based on the services and activities that investment firms are authorised to provide and carry out respectively under Directive 2014/65/EU. The possibility for Member States to reduce the requirement for the size of start-up capital in specific situations, pursuant to Directive 2013/36/EU, on the one hand, and the situation of uneven implementation of the Directive on the other, has led to a situation where the requirement for the size of start-up capital differs in the Union. To bring this fragmentation to an end, the requirement for the size of start-up capital should be harmonised for all investment firms in the Union. With a view to reducing the barriers to market access that currently exist for multilateral trading facilities (MTFs) and organised trading facilities (OTFs), the start-up capital for investment firms operating an MTF or an OTF should be set at the amount referred to in this Directive. If an investment firm authorised to operate an OTF is also authorised to carry out trading for its own account on the conditions laid down in Article 20 of Directive 2014/65/EU, its start-up capital should be set at the amount referred to in this Directive.

(12) Although investment firms should no longer be subject to the scope of Regulation (EU) No 575/2013 or Directive 2013/36/EU, certain concepts used in connection with those legislative acts should retain their well-established meaning. To enable and facilitate consistent interpretation of such concepts when used in EU acts, references in such acts to the start-up capital of investment firms, the supervisory powers conferred on the competent authorities regarding investment firms, the process for investment firms to assess the adequacy of their internal capital, the supervisory review and evaluation process used by the competent authorities for investment firms, and the provisions on governance and remuneration applicable to investment firms, should apply as references to the corresponding provisions in this Directive.

(13) A well-functioning internal market requires that responsibility for the supervision of an investment firm, particularly as regards its solvency and financial soundness, lies with the competent authority of the firm's home Member State. To also achieve effective supervision of investment firms in other Member States where they provide services or have a branch, close cooperation and exchange of information with the competent authorities in those Member States should be ensured.

(14) The competent authorities in host Member States should be able, in individual cases, to carry out on-the-spot checks and investigate the activities carried out by branches of investment firms on their territory, and require information from said branches regarding their activities for information and supervisory purposes, and in particular to ensure stability in the financial system. Supervisory measures for such branches, however, should remain the responsibility of the home Member State.

(15) To protect commercially sensitive information, competent authorities should be subject to rules of professional secrecy when carrying out their supervisory tasks and exchanging confidential information.

(16) With a view to strengthening the supervision of investment firms and the protection of their customers, auditors should carry out their verification impartially and immediately notify the competent authorities of matters that could have serious consequences for an investment firm's financial situation or for its administrative and accounting organisation.

(17) In connection with this Directive, personal data should be processed in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council 9) and Regulation (EU) 2018/1725 of the European Parliament and of the Council 10). In cases where this Directive allows for the exchange of personal data with third countries, the relevant provisions in Chapter V of Regulation (EU) 2016/679 and Chapter V of Regulation (EU) 2018/1725 should in particular apply.

(18) To ensure compliance with the obligations laid down in this Directive and Regulation (EU) 2019/2033 of the European Parliament and of the Council 11), Member States should introduce administrative sanctions and other administrative measures that are effective, proportionate to the infringement, and dissuasive. To ensure that administrative sanctions have a dissuasive effect, they should be published, except in certain well-defined cases. Customers and investors should have access to information about administrative sanctions and other administrative measures imposed on investment firms, to enable them to make informed decisions about their investment options.

(19) To uncover infringements of national provisions transposing this Directive and infringements of Regulation (EU) 2019/2033, Member States should have the necessary investigative powers and establish effective and rapid mechanisms for reporting potential and actual infringements.

(20) Investment firms that are not considered small and non-interconnected should have internal capital that is accessible, and which, in relation to the specific risks they are or may become exposed to, is of an appropriate size and quality and is appropriately distributed. Competent authorities should ensure that investment firms have strategies and processes sufficient to assess and maintain adequate internal capital. Competent authorities should also be able to require that small and non-interconnected investment firms apply similar requirements, where relevant.

(21) Supervisory review and evaluation powers should continue to be an important regulatory tool that enables competent authorities to assess qualitative elements, including internal governance and control and risk management processes and procedures, and to set additional requirements where necessary, including in particular own funds and liquidity requirements, in particular for investment firms that are not considered small and non-interconnected, and where the competent authority also deems it justified and appropriate for small and non-interconnected investment firms.

(22) The principle of equal pay for male and female workers for equal work or work of equal value is enshrined in Article 157 of the Treaty on the Functioning of the European Union (TFEU). This principle should be applied consistently by investment firms. To adapt remuneration to the risk profile of investment firms and to ensure a level playing field, investment firms should be subject to clear principles regarding corporate governance arrangements and remuneration rules that are gender-neutral and take into account the differences between credit institutions and investment firms. However, those rules should not apply to small and non-interconnected investment firms, as the provisions on remuneration and corporate governance in Directive 2014/65/EU are sufficiently comprehensive for these types of investment firms.

(23) Similarly, the Commission's report of 28 July 2016 on the assessment of the remuneration rules under Directive 2013/36/EU and Regulation (EU) No 575/2013 showed that the requirements for deferral and payment in instruments as referred to in Directive 2013/36/EU are not appropriate for small and non-complex investment firms or for staff with variable remuneration on a limited scale. Clear, consistent and harmonised criteria for designating investment firms and individuals exempt from those requirements are necessary to ensure supervisory convergence and a level playing field. In view of the important role of senior management in steering the business and long-term results of investment firms, effective supervision of remuneration practices and trends regarding senior management should be ensured. Competent authorities should therefore be able to monitor the remuneration of senior management.

(24) It is also appropriate to give investment firms some flexibility regarding the manner in which investment firms use non-liquid instruments to pay variable remuneration, provided that such instruments are effective in achieving the goal of aligning staff interests with the interests of various stakeholders such as shareholders and creditors and contribute to aligning variable remuneration with the investment firm's risk profile.

(25) Investment firms' income in the form of fees, commissions and other income related to the provision of various investment services is highly volatile. Limiting the variable component of remuneration to a share of the fixed component of remuneration would affect the investment firm's ability to reduce remuneration in periods of reduced income and could lead to an increase in the investment firm's fixed cost base with resulting risks for the investment firm's ability to withstand periods of economic downturn or falling income. To avoid these risks, non-systemic investment firms should not be subject to a single maximum ratio between the variable and fixed components of remuneration. Such investment firms should instead set appropriate ratios themselves. However, this Directive should not exclude Member States from introducing implementing measures in national legislation intended to subject investment firms to stricter requirements regarding the maximum ratio between the variable and fixed components of remuneration. This Directive should also not prevent Member States from imposing such a maximum ratio on all or specific types of investment firms.

(26) This Directive should not prevent Member States from adopting a stricter approach regarding remuneration when investment firms receive extraordinary public financial support.

(27) Different governance structures are used in the various Member States. In most cases, a one-tier or two-tier governance structure is used. The definitions laid down in this Directive aim to cover all existing structures without expressing a preference for any of them. The definitions are purely functional and aim to set rules with a view to a specific result, regardless of which national company law applies to an institution in the individual Member States. The definitions should therefore not interfere with the general distribution of competences in accordance with national company law.

(28) Management bodies should be understood as bodies that have a management function and a supervisory function. The powers and structure of management bodies differ from Member State to Member State. In Member States where management bodies have a one-tier structure, a single management body usually performs management and supervisory tasks. In Member States with a two-tier system, the supervisory function is performed by a separate supervisory body, which has no management functions, and the management function is performed by a separate management unit, which is responsible for and accountable for the daily management of the company. In accordance with this, different units within the management body are assigned separate tasks.

(29) In response to growing citizen demands for tax transparency and to promote the corporate social responsibility of investment firms, it is appropriate to require that investment firms, unless they are considered small and non-interconnected, report certain information annually, including information on profit, tax paid and any public subsidies received.

(30) The supervisory consolidation method required by Regulation (EU) 2019/2033 should, for groups consisting exclusively of investment firms, be accompanied by a group capital test for simpler group structures to take into account risks relating to groups consisting exclusively of investment firms. However, the decision of the group supervisor should in both cases be based on the same principles as apply in the case of supervision at consolidated level under Directive 2013/36/EU. To ensure proper cooperation, the central elements of coordination measures and in particular information requirements in emergencies or cooperation and coordination arrangements should correspond to the central coordination elements used in connection with the common framework for credit institutions.

(31) The Commission should be able to submit recommendations to the Council regarding negotiations on agreements between the Union and third countries on the practical exercise of supervision of compliance with the group capital test for investment firms whose parent undertakings are established in a third country, and for investment firms operating in a third country whose parent undertakings are established in the Union. Furthermore, Member States and EBA should also be able to conclude cooperation agreements with third countries on the performance of their supervisory tasks.

(32) To guarantee legal certainty and avoid overlaps between the current supervisory framework, which applies to both credit institutions and investment firms, and this Directive, Regulation (EU) No 575/2013 and Directive 2013/36/EU should be amended to exclude investment firms from their scope. Investment firms that are part of a banking group, however, should continue to be subject to those provisions of Regulation (EU) No 575/2013 and Directive 2013/36/EU that are relevant to the banking group, such as the provisions on consolidation rules laid down in Articles 11 to 24 of Regulation (EU) No 575/2013, and the provisions on intermediate parent undertakings in the Union as referred to in Article 21b of Directive 2013/36/EU.

(33) It is necessary to clarify which steps undertakings must take to verify whether they are covered by the definition of a credit institution, pursuant to Article 4(1)(1)(b) of Regulation (EU) No 575/2013, and therefore require authorisation as a credit institution. Since certain investment firms already carry out the activities listed in Section A, points 3) and 6), of Annex I to Directive 2014/65/EU, it is also necessary to ensure clarity regarding continued authorisation for those activities. It is particularly important that competent authorities ensure that the transition from the current framework to the new one provides sufficient regulatory certainty for investment firms.

(34) To ensure effective supervision, it is important that undertakings meeting the conditions in Article 4(1)(1)(b) of Regulation (EU) No 575/2013 apply for authorisation as a credit institution. Competent authorities should therefore have the possibility to impose sanctions on undertakings that do not apply for such authorisation.

(35) The amendment of the definition of 'credit institution' in Regulation (EU) No 575/2013 by Regulation (EU) 2019/2033 from the entry into force of the latter may include investment firms that are already operating on the basis of an authorisation issued in accordance with Directive 2014/65/EU. Those undertakings should be allowed to continue to operate on the basis of their authorisation as investment firms until authorisation as a credit institution is granted. These investment firms should submit an application for authorisation as a credit institution no later than when the average of their total monthly...

assets correspond to or exceed one of the thresholds referred to in Article 4(1)(b) of Regulation (EU) No 575/2013 over a period of 12 consecutive months. If investment firms meet one of the thresholds referred to in Article 4(1)(b) of Regulation (EU) No 575/2013 on the date of entry into force of this Directive, the average of their total monthly assets should be calculated taking into account the 12 consecutive months preceding that date. These investment firms should apply for authorisation as a credit institution within one year and one day from the entry into force of this Directive.

(36) The amendment of the definition of ‘credit institution’ in Regulation (EU) No 575/2013 by Regulation (EU) 2019/2033 may also affect undertakings that have already applied for authorisation as investment firms in accordance with Directive 2014/65/EU and whose application is still pending. Such applications should be transferred to the competent authorities under Directive 2013/36/EU and processed in accordance with the authorisation provisions of that Directive, if the undertakings’ expected total assets correspond to or exceed one of the thresholds in Article 4(1)(b) of Regulation (EU) No 575/2013.

(37) Undertakings referred to in Article 4(1)(b) of Regulation (EU) No 575/2013 should furthermore be subject to all requirements for access to the activity of a credit institution in Section III of Directive 2013/36/EU, including provisions on the withdrawal of authorisation in accordance with Article 18 of that Directive. Article 18 of that Directive should, however, be amended to ensure that competent authorities also have the possibility to withdraw the authorisation granted to a credit institution when the credit institution exclusively uses its authorisation to carry out the activities referred to in Article 4(1)(b) of Regulation (EU) No 575/2013 and has average total assets below the thresholds set out in that point for a period of five consecutive years.

(38) In accordance with Article 39 of Directive 2014/65/EU, third-country companies providing financial services in the Union are subject to national schemes which may require the establishment of a branch in a Member State. In order to facilitate the regular monitoring and assessment of the activities carried out by third-country companies through branches in the Union, competent authorities should be informed of the size and scope of the services and activities provided and carried out through branches in their area.

(39) Specific cross-references in Directive 2009/65/EC of the European Parliament and of the Council 12), Directive 2011/61/EU 13) and Directive 2014/59/EU 14) to provisions in Regulation (EU) No 575/2013 and Directive 2013/36/EU which no longer apply to investment firms from the date of application of this Directive and of Regulation (EU) 2019/2033 should be read as references to the corresponding provisions in this Directive and in Regulation (EU) 2019/2033.

(40) The EBA, in cooperation with ESMA, has drawn up a report based on a thorough background analysis, data collection and consultations on a tailored supervisory regime for all non-systemic investment firms, which serves as the basis for the revised supervisory framework for investment firms.

(41) In order to ensure a harmonised application of this Directive, the EBA should draw up regulatory technical standards further specifying the criteria for allowing certain investment firms to be subject to Regulation (EU) No 575/2013, specifying the information that competent authorities in home and host Member States should exchange in connection with supervision, setting out how investment firms should assess the scope of their activities for the purposes of internal governance requirements, and in particular assessing whether they are small and non-interconnected investment firms. Regulatory technical standards should also specify the categories of staff whose work has a material impact on the risk profile of firms for the purposes of remuneration rules, and which hybrid own-funds instruments and additional own-funds instruments are considered as variable remuneration. Finally, regulatory technical standards should specify the elements for the assessment of specific liquidity risks, the application by competent authorities of additional own-funds requirements and the functioning of supervisory colleges. The Commission should supplement this Directive by adopting the regulatory technical standards developed by the EBA by means of delegated acts in accordance with Article 290 of the TFEU and in accordance with Articles 10 to 14 of Regulation (EU) No 1093/2010. The Commission and the EBA should ensure that those standards can be used by all the investment firms concerned in a manner that is proportionate to the nature, scale and complexity of the investment firms concerned and their business.

(42) The Commission should also be empowered to adopt implementing technical standards developed by the EBA for the exchange of information between competent authorities and disclosure requirements for competent authorities and implementing technical standards developed by the EBA by means of implementing acts in accordance with Article 291 of the TFEU and in accordance with Article 15 of Regulation (EU) No 1093/2010 and Article 15 of Regulation (EU) No 1095/2010.

(43) In order to ensure uniform application of this Directive and to take into account developments in financial markets, the power to adopt acts should be delegated to the Commission in accordance with Article 290 of the TFEU, to supplement this Directive by clarifying the definitions in this Directive, investment firms’ assessments of internal capital and risk and the supervisory powers of competent authorities. It is of particular importance that the Commission carry out appropriate consultations during its preparatory work, including at expert level, and that those consultations be conducted in accordance with the principles laid down in the Interinstitutional Agreement of 13 April 2016 on Better Law-Making 15). In order to ensure equal participation in the preparation of delegated acts, the European Parliament and the Council receive all documents at the same time as Member States’ experts, and their experts have systematic access to Commission expert group meetings dealing with the preparation of delegated acts.

(44) The objective of this Directive, namely to establish an effective and proportionate supervisory framework to ensure that investment firms authorised to operate in the Union can operate on a sound financial basis and be managed in an orderly manner, including in the best interests of their customers, cannot be sufficiently achieved by the Member States but can rather, by reason of its scale and effects, be better achieved at Union level. The Union may therefore adopt measures, in accordance with the principle of subsidiarity as set out in Article 5 of the Treaty on European Union. In accordance with the principle of proportionality, as set out in that Article, this Directive does not go beyond what is necessary in order to achieve that objective.

(45) In accordance with the Joint Political Declaration of 28 September 2011 of Member States and the Commission on explanatory documents 16), Member States have undertaken to accompany, in justified cases, the notification of transposition measures with one or more documents explaining the relationship between the components of a directive and the corresponding parts of national transposition instruments. In the context of this Directive, the legislator considers the transmission of such documents to be justified.

— HAS ADOPTED THIS DIRECTIVE:

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SECTION I SUBJECT-MATTER, SCOPE AND DEFINITIONS

Article 1 Subject-matter This Directive lays down rules regarding: a) the initial capital of investment firms; b) the supervisory powers and tools of competent authorities to exercise supervision over investment firms; c) the supervision by competent authorities of investment firms in a manner compatible with the rules laid down in Regulation (EU) 2019/2033; d) disclosure requirements for competent authorities in the area of regulation and supervision of investment firms.

Article 2 Scope

1. This Directive shall apply to investment firms authorised and supervised in accordance with Directive 2014/65/EU.
2. By way of derogation from paragraph 1, Sections IV and V of this Directive shall not apply to investment firms referred to in Article 1(2) and (5) of Regulation (EU) 2019/2033, which are subject to supervision with regard to compliance with the supervisory requirements of Sections VII and VIII of Directive 2013/36/EU in accordance with Article 1(2), second subparagraph, of Regulation (EU) 2019/2033.

Article 3 Definitions

1. For the purposes of this Directive, the following definitions apply:

1. ‘ancillary business’: a business whose main activity consists in the holding and management of real estate, the management of data processing services or a similar activity which has an ancillary character in relation to the main activity of one or more investment firms;
2. ‘authorisation’: the grant of authorisation to an investment firm in accordance with Article 5 of Directive 2014/65/EU;
3. ‘branch’: a branch as defined in Article 4(1)(30) of Directive 2014/65/EU;
4. ‘close links’: close links as defined in Article 4(1)(35) of Directive 2014/65/EU;
5. ‘competent authority’: a public authority or a public body in a Member State which is officially recognised and vested with supervisory powers over investment firms in accordance with this Directive as part of the applicable supervisory regime in that Member State;
6. ‘commodity and emission allowance trader’: a commodity and emission allowance trader as defined in Article 4(1)(150) of Regulation (EU) No 575/2013;
7. ‘control’: the relationship between a parent undertaking and a subsidiary undertaking as described in Article 22 of Directive 2013/34/EU of the European Parliament and of the Council 17) or in the accounting standards to which investment firms are subject under Regulation (EC) No 1606/2002 of the European Parliament and of the Council 18), or a similar relationship between a natural or legal person and an undertaking;
8. ‘compliance with group capital test’: a parent undertaking of an investment firm group fulfilling the requirements of Article 8 of Regulation (EU) 2019/2033;

26. April 2026. 92 No. 467.

9. ‘credit institution’: a credit institution as defined in Article 4(1)(1) of Regulation (EU) No 575/2013;
10. ‘derivatives’: derivatives as defined in Article 2(1)(29) of Regulation (EU) No 600/2014 of the European Parliament and of the Council 19);
11. ‘financing institution’: a financing institution as defined in Article 4(1)(14) of Regulation (EU) 2019/2033;
12. ‘gender-neutral remuneration policy’: a gender-neutral remuneration policy as defined in Article 3(1)(65) of Directive 2013/36/EU as amended by Directive (EU) 2019/878 of the European Parliament and of the Council 20);
13. ‘group’: a group as defined in Article 2(11) of Directive 2013/34/EU;
14. ‘consolidated situation’: a consolidated situation as defined in Article 4(1)(11) of Regulation (EU) 2019/2033;
15. ‘group supervisor’: the competent authority responsible for supervising whether parent investment firms in the Union and investment firms controlled by parent investment holding companies in the Union or mixed financial holding companies in the Union comply with the group capital test;
16. ‘home Member State’: a home Member State as defined in Article 4(1)(55)(a) of Directive 2014/65/EU;
17. ‘host Member State’: a host Member State as defined in Article 4(1)(56) of Directive 2014/65/EU;
18. ‘initial capital’: the capital required for authorisation as an investment firm, the amount and type of which are specified in Articles 9 and 11;
19. ‘investment firm’: an investment firm as defined in Article 4(1)(1) of Directive 2014/65/EU;
20. ‘investment firm group’: an investment firm group as defined in Article 4(1)(25) of Regulation (EU) 2019/2033;
21. ‘investment holding company’: an investment holding company as defined in Article 4(1)(23) of Regulation (EU) 2019/2033;
22. ‘investment services and activities’: investment services and activities as defined in Article 4(1)(2) of Directive 2014/65/EU;
23. ‘management body’: a management body as defined in Article 4(1)(36) of Directive 2014/65/EU;
24. ‘management body in its supervisory function’: a management body acting in its function of overseeing and monitoring management decision-making;
25. ‘mixed financial holding company’: a mixed financial holding company as defined in Article 2(15) of Directive 2002/87/EC of the European Parliament and of the Council 21);
26. ‘mixed holding company’: a parent undertaking, other than a financial holding company, an investment holding company, a credit institution, an investment firm or a mixed financial holding company as referred to in Directive 2002/87/EC, the subsidiaries of which include at least one investment firm;
27. ‘senior management’: senior management as defined in Article 4(1)(37) of Directive 2014/65/EU;
28. ‘parent undertaking’: a parent undertaking as defined in Article 4(1)(32) of Directive 2014/65/EU;
29. ‘subsidiary undertaking’: a subsidiary undertaking as defined in Article 4(1)(33) of Directive 2014/65/EU;
30. ‘systemic risk’: systemic risk as defined in Article 3(1)(10) of Directive 2013/36/EU;
31. ‘parent investment firm in the Union’: a parent investment firm in the Union as defined in Article 4(1)(56) of Regulation (EU) 2019/2033;
32. ‘parent investment holding company in the Union’: a parent investment holding company in the Union as defined in Article 4(1)(57) of Regulation (EU) 2019/2033;
33. ‘mixed financial parent holding company in the Union’: a mixed financial parent holding company in the Union as defined in Article 4(1)(58) of Regulation (EU) 2019/2033.

2. The Commission is empowered to adopt delegated acts in accordance with Article 58 to supplement this Directive by clarifying the definitions set out in paragraph 1 with a view to: a) ensuring uniform application of this Directive; b) taking into account developments in financial markets in the application of this Directive.

SECTION II COMPETENT AUTHORITIES

Article 4 Designation of competent authorities and their powers

1. Member States shall designate one or more competent authorities to carry out the functions and tasks referred to in this Directive and in Regulation (EU) 2019/2033. Member States shall notify the Commission, the EBA and ESMA of such designation, and, if there is more than one competent authority, of the respective functions and tasks of each competent authority.
2. Member States shall ensure that competent authorities supervise the activities of investment firms and, where relevant, investment holding companies and mixed financial holding companies in order to assess whether they comply with the requirements of this Directive and of Regulation (EU) 2019/2033.
3. Member States shall ensure that competent authorities have all the necessary powers, including the power to carry out on-site inspections in accordance with Article 14, to obtain the information necessary to assess whether investment firms and, where relevant, investment holding companies and mixed financial holding companies comply with the requirements of this Directive and of Regulation (EU) 2019/2033, and to investigate any failure to comply with those requirements.
4. Member States shall ensure that competent authorities have the expertise, resources, operational capacity, powers and independence required to carry out the functions, investigations and sanctions provided for in this Directive.
5. Member States shall require investment firms to provide their competent authorities with all the information necessary to assess whether the investment firms comply with the national provisions transposing this Directive and Regulation (EU) 2019/2033. Investment firms’ internal control mechanisms and administrative and accounting procedures shall enable competent authorities to verify at any time whether those provisions are complied with.
6. Member States shall ensure that investment firms record all their transactions and document the systems and processes covered by this Directive and Regulation (EU) 2019/2033 in such a way that competent authorities can at any time assess whether the firms comply with the national provisions transposing this Directive and Regulation (EU) 2019/2033.

Article 5 Discretion of competent authorities to impose certain requirements of Regulation (EU) No 575/2013 on certain investment firms

1. Competent authorities may decide to apply the requirements of Regulation (EU) No 575/2013 under Article 1(2)(c), first subparagraph, of Regulation (EU) 2019/2033 to an investment firm carrying out any of the activities referred to in points 3 and 6 of Section A of Annex I to Directive 2014/65/EU, if the total value of the investment firm’s consolidated assets amounts to or exceeds EUR 5 billion calculated as an average over the preceding 12 months, and one or more of the following criteria are met: a) The investment firm carries out those activities to such an extent that its failure or financial difficulties could lead to a systemic risk.

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b) The investment firm is a clearing member as defined in Article 4(1)(3) of Regulation (EU) 2019/2033. c) The competent authority considers it justified in light of the size, nature, scope and complexity of the activities of the investment firm concerned, taking into account the principle of proportionality and one or more of the following factors: i) the significance of the investment firm for the economy of the Union or a relevant Member State; ii) the significance of the cross-border activities of the investment firm; iii) the interconnectedness of the investment firm with the financial system.

2. Paragraph 1 shall not apply to commodity or emission allowance traders, collective investment undertakings or insurance undertakings.

3. Where a competent authority decides to apply the requirements of Regulation (EU) No 575/2013 to an investment firm in accordance with paragraph 1, that investment firm shall be subject to supervision with regard to compliance with the supervisory requirements of Sections VII and VIII of Directive 2013/36/EU.

4. Where a competent authority decides to withdraw a decision taken in accordance with paragraph 1, it shall immediately notify the investment firm. Any decision taken by a competent authority in accordance with paragraph 1 shall cease to apply if an investment firm no longer reaches the threshold referred to in that paragraph, calculated over a period of 12 consecutive months.

5. Competent authorities shall immediately inform the EBA of any decision taken in accordance with paragraphs 1, 3 and 4.

6. The EBA shall, in consultation with ESMA, develop draft regulatory technical standards to further specify the criteria in paragraph 1(a) and (b) and ensure consistent application thereof. The EBA shall submit those draft regulatory technical standards to the Commission by 26 December 2020. The Commission is empowered to supplement this Directive by adopting the regulatory technical standards referred to in the second subparagraph in accordance with Articles 10 to 14 of Regulation (EU) No 1093/2010.

Article 6 Cooperation within a Member State

1. Competent authorities shall cooperate closely with public authorities or bodies responsible for the supervision of credit institutions and financing institutions in their Member State. Member States shall require those competent authorities and public authorities or bodies to immediately exchange all information that is crucial or relevant for the performance of their functions and tasks.
2. Competent authorities that are different from the authorities designated in accordance with Article 67 of Directive 2014/65/EU shall establish a mechanism for cooperation with those authorities and for the exchange of all information relevant for the performance of their respective functions and tasks.

Article 7 Cooperation within the European System of Financial Supervision

1. Competent authorities, in carrying out their tasks, shall take into account the convergence of supervisory tools and supervisory practices in the application of the legal provisions adopted under this Directive and Regulation (EU) 2019/2033.

2. Member States shall ensure that:

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a) the competent authorities cooperate with each other as part of the ESFS in good faith and full mutual respect, particularly when ensuring the exchange of relevant, reliable and comprehensive information between themselves and the other parties to the ESFS b) the competent authorities participate in the activities of the EBA and, where relevant, in the colleges of supervisors referred to in Article 48 of this Directive and in Article 116 of Directive 2013/36/EU c) the competent authorities make every effort to ensure compliance with the guidelines and recommendations issued by the EBA in accordance with Article 16 of Regulation (EU) No 1093/2010, and to respond to the warnings and recommendations issued by the European Systemic Risk Board (ESRB) in accordance with Article 16 of Regulation (EU) No 1092/2010 of the European Parliament and of the Council 22) d) the competent authorities cooperate closely with the ESRB e) the tasks and powers assigned to the competent authorities do not prevent them from performing their tasks as members of the EBA or of the ESRB or under this Directive and Regulation (EU) 2019/2033.

Article 8 The EU dimension of supervision When carrying out their general tasks, the competent authorities in each Member State shall duly take into account the potential impact that their decisions may have on the stability of the financial system in other affected Member States and in the Union as a whole, particularly in times of stress, on the basis of the information available at the time.

SECTION III INITIAL CAPITAL

Article 9 Initial capital

1. Investment firms shall, in accordance with Article 15 of Directive 2014/65/EU, in order to be granted authorisation to provide any investment service or to perform any investment activity referred to in Section A, points 3) and 6), of Annex I to Directive 2014/65/EU, have initial capital of EUR 750 000.
2. Investment firms shall, in accordance with Article 15 of Directive 2014/65/EU, in order to be granted authorisation to provide any investment service or to perform any investment activity referred to in Section A, points 1), 2), 4), 5) and 7), of Annex I to Directive 2014/65/EU, without having authorisation to hold either clients' money or clients' financial instruments, have initial capital of EUR 75 000.
3. Other investment firms than those referred to in paragraphs 1, 2 and 4 of this Article shall, in accordance with Article 15 of Directive 2014/65/EU, have initial capital of EUR 150 000.
4. Investment firms authorised to provide the investment service or to perform the investment activities referred to in Section A, point 9), of Annex I to Directive 2014/65/EU, shall have initial capital of EUR 750 000 where those investment firms trade or are authorised to trade on own account.

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Article 10 References to initial capital in Directive 2013/36/EU References in other EU acts to the amount of initial capital as laid down in Directive 2013/36/EU shall be read from 26 June 2021 as references to the amount of initial capital as laid down in Article 9 of this Directive in the following manner: a) References to the initial capital of investment firms as laid down in Article 28 of Directive 2013/36/EU shall be read as references to Article 9(1) of this Directive. b) References to the initial capital of investment firms in Articles 29 and 31 of Directive 2013/36/EU shall be read as references to Article 9(2), (3) or (4) of this Directive, depending on the types of investment services and investment activities that the investment firms provide or perform. c) References to initial capital as laid down in Article 30 of Directive 2013/36/EU shall be read as references to Article 9(1) of this Directive.

Article 11 Composition of initial capital The initial capital of investment firms shall be composed in accordance with Article 9 of Regulation (EU) 2019/2033.

SECTION IV SUPERVISION

CHAPTER 1 Principles of supervision

Division 1 Home and host Member State powers and tasks

Article 12 Powers of the home and host Member State competent authorities The responsibility for the supervision of investment firms shall lie with the competent authorities of the home Member State; this shall not affect the provisions of this Directive imposing responsibility on the competent authorities of the host Member State.

Article 13 Cooperation between competent authorities in different Member States

1. The competent authorities in the different Member States shall cooperate closely in order to perform their tasks under this Directive and Regulation (EU) 2019/2033, in particular by exchanging without delay information on investment firms, including: a) information on the management and ownership of investment firms b) information on the compliance of investment firms with capital requirements c) information on the compliance of investment firms with concentration risk requirements and liquidity requirements 26 April 2026. 97 No. 467.

d) information on the administrative and accounting procedures and internal control mechanisms of investment firms e) information on other relevant factors that may affect the risk posed by investment firms. 2. The competent authorities of the home Member State shall immediately inform the competent authorities of the host Member State of any information and findings regarding any problems and risks posed by an investment firm with regard to customer protection or the stability of the financial system in the host Member State, which they have identified in connection with the supervision of the investment firm's activities. 3. The competent authorities of the home Member State shall respond to information provided by the competent authorities of the host Member State by taking all measures necessary to prevent or remedy any problems and risks referred to in paragraph 2. The competent authorities of the home Member State shall, upon request, provide detailed explanations to the competent authorities of the host Member State on how they have taken into account the information and findings provided by the competent authorities of the host Member State. 4. If, after being informed of the information and findings referred to in paragraph 2, the competent authorities of the host Member State are of the opinion that the competent authorities of the home Member State have not taken the necessary measures referred to in paragraph 3, the competent authorities of the host Member State may, after having informed the competent authorities of the home Member State and the EBA and ESMA, take relevant measures to protect customers to whom services are provided or the stability of the financial system. The competent authorities may refer cases to the EBA where a request for cooperation, in particular a request to exchange information, has been rejected or has not been complied with within a reasonable period. Without prejudice to Article 258 of the TFEU, the EBA may act in such cases within the framework of the powers conferred on it by Article 19 of Regulation (EU) No 1093/2010. The EBA may also, on its own initiative, in accordance with the second subparagraph of Article 19(1) of that Regulation, assist the competent authorities in reaching an agreement on the exchange of information in accordance with this Article. 5. If the competent authorities of the home Member State disagree with the measures taken by the competent authorities of the host Member State, they may refer the matter to the EBA, which shall act in accordance with the procedure in Article 19 of Regulation (EU) No 1093/2010. When the EBA acts in accordance with that Article, it shall deliver its decision within one month. 6. In order to assess the condition in Article 23(1), first subparagraph, point (c), of Regulation (EU) 2019/2033, the competent authority of the home Member State of an investment firm may request the competent authority of the home Member State of a clearing member for information regarding the margin model and the parameters used in the calculation of the margin requirements for that investment firm. 7. The EBA shall develop draft regulatory technical standards specifying the requirements regarding the type and nature of the information referred to in paragraphs 1 and 2. The Commission is empowered to supplement this Directive by adopting the regulatory technical standards referred to in the first subparagraph in accordance with Articles 10 to 14 of Regulation (EU) No 1093/2010. 8. The EBA shall develop draft implementing technical standards to establish standard forms, templates and procedures for the requirements regarding the exchange of information in order to facilitate the supervision of investment firms. The Commission is empowered to adopt the implementing technical standards referred to in the first subparagraph in accordance with Article 15 of Regulation (EU) No 1093/2010. 9. The EBA shall submit to the Commission the draft technical standards referred to in paragraphs 7 and 8 by 26 June 2021 at the latest.

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Article 14 On-site inspections and investigations at branches established in another Member State

1. Where an investment firm authorised in another Member State carries on business through a branch, the host Member State shall ensure that the competent authorities of the home Member State, after notifying the competent authorities of the host Member State, carry out on-site inspections of the information referred to in Article 13(1) and investigate such branches themselves or through intermediaries whom they authorise to do so.
2. The competent authorities of the host Member State shall have the power, for supervisory purposes and if they consider it relevant for the stability of the financial system in the host Member State, to carry out on-site inspections and investigations of the activities carried out by branches of investment firms on their territory and to require information from a branch regarding its activities. Prior to such inspections and investigations, the competent authorities of the host Member State shall immediately consult the competent authorities of the home Member State. As soon as possible after such inspections and investigations, the competent authorities of the host Member State shall inform the competent authorities of the home Member State of the information obtained and the results of the investigations that are relevant for the risk assessment of the investment firm concerned.

Division 2 Confidentiality and reporting obligations

Article 15 Confidentiality and exchange of confidential information

1. Member States shall ensure that the competent authorities and all persons who work or have worked for those competent authorities, including the persons referred to in Article 76(1) of Directive 2014/65/EU, are subject to confidentiality requirements with regard to this Directive and Regulation (EU) 2019/2033. Confidential information which such competent authorities and persons receive in the course of their duties may only be disclosed in summary or aggregate form, provided that no individual investment firm or person can be identified, unless in cases covered by criminal law. Where an investment firm has been declared bankrupt or is being subject to compulsory winding-up, confidential information which does not concern third parties may be disclosed in the course of civil or administrative proceedings where such disclosure is necessary for the purpose of those proceedings.
2. The competent authorities shall use the confidential information collected, exchanged or transmitted in accordance with this Directive and Regulation (EU) 2019/2033 only for the purpose of carrying out their tasks, in particular for the purpose of: a) monitoring compliance with the supervisory requirements of this Directive and of Regulation (EU) 2019/2033 b) imposing sanctions c) bringing competent authorities' decisions before a higher administrative authority d) bringing before the courts under Article 23.
3. Other natural and legal persons and other bodies than the competent authorities which receive confidential information in accordance with this Directive and Regulation (EU) 2019/2033 may only use that information for the purposes for which the competent authority has expressly specified it, or in accordance with national law.
4. The competent authorities may exchange confidential information for the purposes of paragraph 2, may expressly state how that information is to be treated, and may expressly limit further transmission of the information.
5. The obligation referred to in paragraph 1 shall not prevent the competent authorities from transmitting confidential information to the Commission where such information is necessary for the Commission to exercise its powers.
6. The competent authorities may provide the EBA, ESMA, the ESRB, the central banks of the Member States, the European System of Central Banks (ESCB) and the European Central Bank in their capacity as monetary policy authorities and, where relevant, public authorities responsible for the oversight of payment and settlement systems, with confidential information, where such information is necessary for them to perform their tasks.

Article 16 Cooperation agreements with third countries on the exchange of information The competent authorities as well as the EBA and ESMA may, in accordance with Article 33 of Regulation (EU) No 1093/2010 or Article 33 of Regulation (EU) No 1095/2010, as appropriate, for the purpose of carrying out their supervisory tasks under this Directive or Regulation (EU) 2019/2033 and for the exchange of information, enter into cooperation agreements with the supervisory authorities of third countries and with authorities or bodies in third countries responsible for the following tasks, provided that the information transmitted is subject to confidentiality requirements at least equivalent to those laid down in Article 15 of this Directive: a) supervision of credit institutions and financial markets, including supervision of financial entities authorised to operate as central counterparties, where central counterparties are recognised in accordance with Article 25 of Regulation (EU) No 648/2012 of the European Parliament and of the Council 23) b) the winding-up and insolvency of investment firms and similar procedures c) supervision of bodies involved in the winding-up and insolvency of investment firms and similar procedures d) statutory audit of credit institutions or institutions managing guarantee schemes e) supervision of persons responsible for carrying out the statutory audit of the accounts of credit institutions f) supervision of persons active on emissions allowance markets, in order to ensure a consolidated overview of financial markets and spot markets g) supervision of persons active on agricultural commodity derivatives markets, in order to ensure a consolidated overview of financial markets and spot markets.

Article 17 Duties of persons responsible for the audit of annual accounts and consolidated accounts Member States shall provide that a person who is authorised in accordance with Directive 2006/43/EC of the European Parliament and of the Council 24) and who performs in an investment firm the tasks described in Article 73 of Directive 2009/65/EC or Article 34 of Directive 2013/34/EU, or any other statutory task, shall be obliged to report immediately to the competent authorities on any matter or decision concerning that investment firm or concerning an undertaking having close links with that investment firm, which: a) constitutes a significant breach of the laws or administrative provisions adopted in accordance with this Directive b) may affect the continued functioning of the investment firm or c) may lead to a refusal of audit opinion or the issuance of a qualification.

Division 3 Sanctions, investigative powers and right of appeal

Article 18 Administrative sanctions and other administrative measures

1. Without prejudice to the supervisory powers of the competent authorities referred to in Section IV, Chapter 2, Division 4 of this Directive, including investigative powers and powers to impose remedial measures, or to the right of Member States to introduce and impose criminal sanctions, Member States shall lay down rules on administrative sanctions and other administrative measures and ensure that their competent authorities have the power to impose such sanctions and measures in the event of breaches of national provisions transposing this Directive and Regulation (EU) 2019/2033, including where an investment firm: a) does not have internal governance arrangements as referred to in Article 26 b) fails to report information to the competent authorities on compliance with the capital requirements referred to in Article 11 of that Regulation, or provides incomplete or inaccurate information, in breach of Article 54(1)(b) of Regulation (EU) 2019/2033 c) fails to report information to the competent authorities on concentration risk, or provides incomplete or inaccurate information, in breach of Article 54(1)(e) of Regulation (EU) 2019/2033 d) is exposed to a concentration risk that exceeds the limits in Article 37 of Regulation (EU) 2019/2033, subject to Articles 38 and 39 of that Regulation e) repeatedly or systematically fails to hold liquid assets, in breach of Article 43 of Regulation (EU) 2019/2033, subject to Article 44 of that Regulation f) fails to provide information or provides incomplete or inaccurate information, in breach of Part Six of Regulation (EU) 2019/2033 g) makes payments to holders of instruments forming part of the investment firm's own funds, in cases where Articles 28, 52 or 63 of Regulation (EU) No 575/2013 prohibit such payments to holders of instruments forming part of own funds h) is found responsible for a serious breach of national provisions adopted in accordance with Directive (EU) 2015/849 of the European Parliament and of the Council 25) i) allows one or more persons who do not comply with Article 91 of Directive 2013/36/EU to become or remain members of the administrative, management or supervisory body. If Member States do not lay down rules on administrative sanctions for breaches falling under national criminal law, they shall notify the Commission of the relevant criminal law provisions. The administrative sanctions and other administrative measures shall be effective, proportionate and dissuasive.
2. The administrative sanctions and other administrative measures referred to in the first subparagraph of paragraph 1 shall include the following: 26 April 2026. 101 No. 467.

a) a public statement indicating the responsible natural or legal person or the responsible investment firm, investment holding company or mixed financial holding company and the nature of the breach b) an order requiring the responsible natural or legal person to bring the conduct in question to an end and to refrain from repeating that conduct c) a temporary ban on the exercise of functions in investment firms imposed on members of the administrative, management or supervisory body of the investment firm concerned or on any other natural person regarded as responsible d) for legal persons, administrative pecuniary sanctions of up to 10 % of the total annual net turnover of that company in the preceding financial year, including gross income consisting of interest income and similar income, income from shares and other variable or fixed yield securities and fees and commission income e) for legal persons, administrative pecuniary sanctions of up to twice the amount of the profit gained or loss avoided because of the breach, where that profit or loss can be calculated f) for natural persons, administrative pecuniary sanctions of up to EUR 5 000 000 or, in Member States whose currency is not the euro, the corresponding value in national currency on 25 December 2019. Where the company referred to in the first subparagraph, point (d), is a subsidiary, the relevant gross income shall be the gross income shown in the consolidated accounts of the ultimate parent undertaking for the preceding financial year. Member States shall ensure that the competent authority, in the event of an investment firm's breach of national provisions transposing this Directive or of the provisions of Regulation (EU) 2019/2033, may apply administrative sanctions to members of the administrative, management or supervisory body and to other natural persons who, under national law, are responsible for the breach. 3. Member States shall ensure that the competent authorities, when choosing the type of administrative sanctions or other administrative measures referred to in paragraph 1 and when setting the amount of administrative pecuniary sanctions, take into account all relevant circumstances, including, where appropriate: a) the gravity and duration of the breach b) the degree of responsibility of the natural or legal persons responsible for the breach c) the financial strength of the natural or legal persons responsible for the breach, including the total turnover of the legal person or the annual income of the natural person d) the magnitude of the profits gained or losses avoided by the legal persons responsible for the breach e) the losses for third parties caused by the breach f) the level of cooperation of the natural or legal persons responsible for the breach with the relevant competent authorities g) previous breaches by the natural or legal persons responsible for the breach h) any potential systemic consequences of the breach.

Article 19 Investigative powers Member States shall ensure that the competent authorities have all the information-gathering and investigative powers that are necessary to carry out their tasks, including: a) the power to require the following natural or legal persons to provide information on: i) investment firms established in the Member State concerned 26 April 2026. 102 No. 467.

ii) investment holding companies established in the Member State concerned iii) mixed financial holding companies established in the Member State concerned iv) holding companies with mixed activities established in the Member State concerned v) persons belonging to the entities referred to in items i)-iv) vi) third parties to whom the entities referred to in items i)-iv) have outsourced operational functions or activities b) the power to conduct all necessary investigations of all persons referred to in point (a), who are established in or located in the Member State concerned, including: i) the power to require the production of documents from the persons referred to in point (a) ii) the power to examine the accounts and records of the persons referred to in point (a) and to take copies of or extracts from those accounts and records iii) the power to take written or oral statements from the persons referred to in point (a) or from their representatives or staff iv) the power to question any other relevant person with a view to collecting information concerning the subject matter of the investigation c) the power to conduct all necessary investigations of business premises belonging to the legal persons referred to in point (a) and any other undertaking involved in the supervision of compliance with the group capital test, where a competent authority is the group supervisor, subject to prior notification to other competent authorities concerned.

Article 20 Publication of administrative penalties and other administrative measures

1. Member States shall ensure that competent authorities publish on their official websites without undue delay all administrative penalties and other administrative measures imposed in accordance with Article 18, which are not subject to appeal or against which no appeal has been brought within the applicable time limit. That publication shall include information on the type and nature of the infringement and the identity of the legal or natural person on whom the penalty is imposed, or against whom the measure is taken. The information shall be published on the competent authority's official website after the natural or legal person has been informed of the penalty or measure, and only to the extent that the publication is necessary and proportionate.
2. Where Member States allow the publication of administrative penalties or other administrative measures imposed in accordance with Article 18, which are subject to appeal, competent authorities shall also publish on their official websites information on the status and outcome of such appeals.
3. Competent authorities shall publish the administrative penalties or other administrative measures imposed in accordance with Article 18 in an anonymised manner in the following cases: a) where the publication of personal data is considered disproportionate to the penalty or measure imposed on a natural person; b) where the publication would jeopardise the stability of financial markets or an ongoing criminal investigation; c) where the publication would cause disproportionate damage to the investment firms or natural persons concerned.
4. Competent authorities shall ensure that information published in accordance with this Article remains on their official websites for at least five years. Personal data may only be kept on the competent authority's official website for a period that is necessary and proportionate and in accordance with applicable data protection rules. 26 April 2026. 103 No. 467.

Article 21 Reporting of penalties to the EBA Competent authorities shall notify the EBA of administrative penalties and other administrative measures imposed in accordance with Article 18, of any appeal relating to those penalties and other administrative measures, and of the outcome thereof. The EBA shall maintain only a central database of administrative penalties and other administrative measures reported to it, for the purpose of exchanging information between competent authorities. Only competent authorities and ESMA shall have access to the database, which shall be updated regularly and at least annually. The EBA shall maintain a website with links to each competent authority's publication of administrative penalties and other administrative measures imposed in accordance with Article 18, and indicate how long each Member State publishes administrative penalties and other administrative measures.

Article 22 Reporting of infringements

1. Member States shall ensure that competent authorities introduce effective and reliable mechanisms to enable the prompt reporting of potential or actual infringements of national provisions transposing this Directive and Regulation (EU) 2019/2033 to the competent authorities. Those mechanisms shall include the following: a) specific procedures for the receipt, processing and follow-up of such reports, including the establishment of secure communication channels; b) appropriate protection of employees of investment firms who report infringements committed within an investment firm against retaliation, discrimination and other unfair treatment from the investment firm; c) protection of personal data, both with regard to persons who report infringements and natural persons who are alleged to have committed infringements, in accordance with Regulation (EU) 2016/679; d) clear rules ensuring that a person who reports infringements committed within an investment firm is guaranteed confidentiality in all cases, unless the disclosure of information is required by national law in the context of further investigations or subsequent administrative or judicial proceedings.
2. Member States shall require investment firms to have appropriate procedures to enable their employees to report infringements internally through a specific independent channel. Those procedures may be provided by the social partners, provided that the procedures ensure the same protection as that referred to in paragraph 1, points (b), (c) and (d).

Article 23 Right of appeal Member States shall ensure that decisions and measures taken under Regulation (EU) 2019/2033 or under laws, regulations and administrative provisions adopted in accordance with this Directive are subject to the right of appeal. 26 April 2026. 104 No. 467.

CHAPTER 2 Supervisory Process Section 1 Process for the assessment of the adequacy of internal capital and risk

Article 24 Internal capital and liquid assets

1. Investment firms that do not meet the conditions for classification as small and non-interconnected investment firms set out in Article 12(1) of Regulation (EU) 2019/2033 shall have sound, effective and comprehensive arrangements, strategies and processes for the ongoing assessment and maintenance of internal capital and liquid assets of a size, type and distribution that they consider adequate to cover the nature and scale of the risks that they pose to others and that the investment firms themselves are or can become exposed to.
2. The arrangements, strategies and processes referred to in paragraph 1 shall be proportionate and appropriate to the nature, scale and complexity of the activities of the investment firms concerned. They shall be subject to regular internal control. Competent authorities may request investment firms that meet the conditions for classification as small and non-interconnected investment firms set out in Article 12(1) of Regulation (EU) 2019/2033 to apply the requirements of this Article to the extent that the competent authorities deem appropriate.

Section 2 Internal governance, transparency, risk treatment and remuneration

Article 25 Scope of this Section

1. This Section shall not apply if an investment firm determines, on the basis of Article 12(1) of Regulation (EU) 2019/2033, that it meets all the conditions for classification as a small and non-interconnected investment firm set out therein.
2. If an investment firm that has not met all the conditions in Article 12(1) of Regulation (EU) 2019/2033 subsequently meets those conditions, the application of this Section shall cease after a period of six months from the date on which those conditions are met. This Section shall cease to apply to an investment firm only after that period if the investment firm has continued to meet the conditions set out in Article 12(1) of Regulation (EU) 2019/2033 without interruption during that period and has notified the competent authority thereof.
3. If an investment firm determines that it no longer meets all the conditions set out in Article 12(1) of Regulation (EU) 2019/2033, it shall notify the competent authority and comply with the provisions of this Section no later than 12 months after the date on which the assessment took place.
4. Member States shall require investment firms to apply the provisions of Article 32 to remuneration for services rendered or results achieved in the financial year following the financial year in which the assessment referred to in paragraph 3 took place. 26 April 2026. 105 No. 467.

When this Section applies and Article 8 of Regulation (EU) 2019/2033 applies, Member States shall ensure that this Section applies to investment firms on an individual basis. When this Section applies and Article 7 of Regulation (EU) 2019/2033 applies, Member States shall ensure that this Section applies to investment firms on an individual and consolidated basis. Notwithstanding the third subparagraph, this Section shall not apply to subsidiaries included in a consolidation situation that are established in a third country, if the parent undertaking in the Union can demonstrate to the competent authorities that the application of this Section is contrary to the legislation of the third country in which those subsidiaries are established.

Article 26 Internal governance

1. Member States shall ensure that investment firms have robust governance arrangements, including the following: a) a clear organisational structure with well-defined, transparent and consistent lines of responsibility; b) effective procedures to identify, manage, monitor and report the risks to which investment firms are or can become exposed, or the risks that they pose or can pose to others; c) adequate internal control mechanisms, including sound administrative and accounting procedures; d) a remuneration policy and practice that is consistent with and promotes sound and effective risk management. The remuneration policy and practice referred to in point (d) of the first subparagraph shall be gender-neutral.
2. When implementing the arrangements referred to in paragraph 1, the criteria referred to in Articles 28 to 33 shall be taken into account.
3. The arrangements referred to in paragraph 1 shall be proportionate and appropriate to the nature, scale and complexity of the risks associated with the business model and activities of the investment firms.
4. The EBA, in consultation with ESMA, shall issue guidelines on the application of the governance arrangements referred to in paragraph 1. The EBA, in consultation with ESMA, shall issue guidelines on gender-neutral remuneration policies for investment firms in accordance with Article 16 of Regulation (EU) No 1093/2010. Within two years of the publication of those guidelines, the EBA shall, on the basis of the information collected by the competent authorities, publish a report on the application of gender-neutral remuneration policies by investment firms.

Article 27 Country-by-country reporting

1. Member States shall require investment firms that have a branch or a subsidiary that is a credit institution as defined in Article 4(1)(26) of Regulation (EU) No 575/2013, in another Member State or in a third country other than the Member State or the third country in which the authorisation of the investment firm was granted, to publish the following information on an annual basis per Member State and per third country: a) name, nature of activities and location of any subsidiaries and branches; b) turnover; c) number of employees on a full-time equivalent basis; d) profit or loss before tax; e) tax on profit or loss; 26 April 2026. 106 No. 467.

f) public sector contributions received. 2. The information referred to in paragraph 1 of this Article shall be audited in accordance with Directive 2006/43/EC and attached, where possible, as an annex to the annual accounts or, where appropriate, the consolidated annual accounts of the investment firm concerned.

Article 28 Role of the administrative, management or supervisory body in risk management

1. Member States shall ensure that the administrative, management or supervisory body of an investment firm approves and periodically reviews the strategies and policies of the investment firm relating to its risk appetite and to the management, monitoring and limitation of the risks to which the investment firm is or can become exposed, taking into account the macroeconomic environment and the business cycle of the investment firm.
2. Member States shall ensure that the administrative, management or supervisory body devotes sufficient time to ensure proper consideration of the matters referred to in paragraph 1, and that it devotes sufficient resources to the management of all material risks to which the investment firm is exposed.
3. Member States shall ensure that investment firms establish reporting lines to the administrative, management or supervisory body for all material risks and for all risk management policies and any changes thereto.
4. Member States shall require all investment firms that do not meet the criteria in Article 32(4)(a) to establish a risk committee composed of members of the administrative, management or supervisory body who do not perform executive functions in the investment firm concerned. The members of the risk committee referred to in the first subparagraph shall have adequate knowledge, professional competence and expertise to fully understand, manage and monitor the investment firm's risk strategy and risk appetite. They shall ensure that the risk committee advises the administrative, management or supervisory body on the investment firm's overall current and future risk appetite and strategy and assists the administrative, management or supervisory body in monitoring the senior management's implementation of that strategy. The administrative, management or supervisory body retains overall responsibility for the investment firm's risk strategies and policies.
5. Member States shall ensure that the administrative, management or supervisory body in its supervisory function and the risk committee of the administrative, management or supervisory body, if a risk committee has been established, have access to information on the risks to which the investment firm is or can become exposed.

Article 29 Risk treatment

1. Competent authorities shall ensure that investment firms have sound strategies, policies, processes and systems for the identification, measurement, management and monitoring of the following: a) material sources of and effects on client risks and any material impact on the capital base; b) material sources of and effects on market risks and any material impact on the capital base; c) material sources of and effects on the investment firm's own risks, in particular those that could absorb the available capital base; d) liquidity risk within relevant time horizons, including same day, to ensure that investment firms maintain sufficient liquid funds, including with regard to the management of material risk sources, as referred to in points (a), (b) and (c). The strategies, policies, processes and systems shall be proportionate to the complexity, risk profile and scope of activities of the investment firms and to the risk tolerance set by the administrative, management or supervisory body, and shall reflect the significance of the investment firms in each Member State where they carry out activities. For the purposes of point (a) of the first subparagraph and the second subparagraph, competent authorities shall take into account national law regarding the segregation of client money. For the purposes of point (a) of the first subparagraph, investment firms shall consider taking out professional liability insurance as an effective tool in connection with their risk management. For the purposes of point (c) of the first subparagraph, material risk sources for the investment firm itself, where relevant, include material changes in the book value of assets, including claims against affiliated agents, breakdowns of clients or counterparties, positions in financial instruments, in foreign currencies and in commodities, and obligations under performance-based pension schemes. Investment firms shall take due account of any material impact on the capital base when such risks are not sufficiently covered by the capital base requirements as calculated in accordance with Article 11 of Regulation (EU) 2019/2033.
2. Where investment firms are required to wind up or cease their activities, competent authorities shall require investment firms, taking into account the viability and sustainability of their business models and strategies, to take due account of the requirements and necessary resources that are realistic in terms of timeframe and maintenance of the capital base and liquid funds throughout the process of market exit.
3. Notwithstanding Article 25, paragraph 1, points (a), (c) and (d) of this Article shall apply to investment firms that meet the conditions for classification as small and non-interconnected investment firms set out in Article 12(1) of Regulation (EU) 2019/2033.
4. The Commission is empowered to adopt delegated acts in accordance with Article 58 to supplement this Directive in order to ensure that the strategies, policies, processes and systems of investment firms are sound. In this regard, the Commission shall take into account the development of the financial markets, in particular the emergence of new financial products, the development of accounting standards and developments that facilitate convergence in supervisory practice.

Article 30 Remuneration committee

1. Member States shall ensure that investment firms comply with the following principles when designing and applying their policy for the remuneration of categories of staff, including senior management, risk-takers, staff engaged in control functions and any employee whose total remuneration is at least equal to that of the lowest-paid member of senior management or risk-taker, whose work has a material impact on the risk profile of the investment firm or on the assets it manages: a) The remuneration policy is clearly documented and proportionate to the size of the investment firm, its internal organisation and the nature, scale and complexity of its activities. b) The remuneration policy is gender-neutral. c) The remuneration policy is consistent with and promotes sound and effective risk management. d) The remuneration policy is consistent with the business strategy, objectives, values and long-term interests of the investment firm, and incorporates considerations of long-term effects of investment decisions taken. e) The remuneration policy includes measures to avoid conflicts of interest, promotes responsible business conduct and encourages risk awareness and prudent risk-taking. f) The administrative, management or supervisory body of the investment firm, in its supervisory function, is responsible for establishing and periodically reviewing the remuneration policy and has overall responsibility for overseeing its implementation. g) The implementation of the remuneration policy is subject to central and independent internal control by control functions at least once a year. 26 April 2026. 108 No. 467.

h) Staff engaged in control functions work independently of the business units they oversee, have appropriate authority and are remunerated in accordance with the achievement of the objectives linked to their functions, irrespective of the results of the business areas they control. i) The remuneration committee referred to in Article 33 or, if no such committee has been established, the administrative, management or supervisory body in its supervisory function, directly oversees the remuneration of senior management within risk management and compliance functions. j) The remuneration policy clearly distinguishes, taking into account national provisions on wage setting, between the criteria underlying the determination of the following: i) fixed basic salary, which primarily reflects relevant professional experience and organisational responsibility, as part of the terms of employment; ii) variable pay, which reflects sustainable and risk-adjusted results of the employee as well as results beyond the employee's job description. k) The fixed component of remuneration constitutes a sufficiently high proportion of the total remuneration so that a fully flexible policy on variable remuneration components can be pursued, including the possibility of not paying variable remuneration components. 2. Member States shall ensure, for the purposes of point (k) of paragraph 1, that investment firms set appropriate ratios between the fixed and the variable component of total remuneration in their remuneration policies, taking into account the business activities of the investment firms and the associated risks and the influence that the different categories of staff referred to in paragraph 1 have on the risk profile of the firm. 3. Member States shall ensure that investment firms establish and apply the principles referred to in paragraph 1 in a manner that is commensurate with their size and internal organisation and the nature, scale and complexity of their activities. 4. The EBA shall, in consultation with ESMA, draft regulatory technical standards to specify appropriate criteria for the identification of categories of staff whose work has a material impact on the risk profile of the investment firm, as referred to in paragraph 1. The EBA and ESMA shall take due account of Commission Recommendation 2009/384/EC 26) and existing remuneration guidelines under Directives 2009/65/EC, 2011/61/EU and 2014/65/EU, and aim to minimise deviations from existing provisions. The EBA shall submit those draft regulatory technical standards to the Commission by 26 June 2021. The Commission is empowered to supplement this Directive by adopting the regulatory technical standards referred to in the first subparagraph in accordance with Articles 10 to 14 of Regulation (EU) No 1093/2010.

Article 31 Investment firms receiving extraordinary public financial support Member States shall ensure that, when an investment firm receives extraordinary public financial support as defined in Article 2(1)(28) of Directive 2014/59/EU: a) the investment firm does not pay variable remuneration to members of the administrative, management or supervisory body; b) variable remuneration is limited to a portion of net revenues, where variable remuneration paid to staff other than members of the administrative, management or supervisory body is incompatible with the maintenance of a robust capital base in an investment firm and the timely cessation of extraordinary public financial support to it. 26 April 2026. 109 No. 467.

Article 32 Variable Remuneration

1. Member States shall ensure that any variable remuneration awarded and paid by an investment firm to the categories of staff referred to in Article 30(1) meets the following requirements under the same conditions as those set out in Article 30(3):

a) Where variable remuneration is performance-based, the total variable remuneration shall be based on a combination of an assessment of the individual staff member’s results, the results of the relevant business unit, and the overall results of the investment firm.

b) In the assessment of the individual staff member’s results, both financial and non-financial criteria shall be taken into account.

c) The performance assessment referred to in point (a) shall be based on a multi-year period, taking into account the investment firm’s business cycle and business risks.

d) The variable remuneration shall not affect the investment firm’s ability to maintain a sound capital position.

e) Guaranteed variable remuneration shall occur only in connection with new staff members and only in the first year of employment, and only when the investment firm has a sound capital position.

f) Payments made upon early termination of an employment contract shall reflect the results achieved by the staff member over a period and shall not reward poor performance or misconduct.

g) Compensation packages linked to compensation or buy-out from contracts in connection with previous employment shall be aligned with the long-term interests of the investment firm.

h) In measuring the results on which the calculation of variable remuneration pools is based, account shall be taken of all types of current and future risks, as well as the capital costs and liquidity required in accordance with Regulation (EU) 2019/2033.

i) The allocation of variable salary components in the investment firm shall take into account all types of current and future risks.

j) At least 50 % of the variable remuneration shall consist of the following instruments:

i) shares or equivalent ownership interests, depending on the legal structure of the investment firm in question,

ii) share-like instruments or equivalent non-liquid instruments, depending on the legal structure of the investment firm in question,

iii) hybrid core capital instruments or additional capital instruments or other instruments that can be fully converted into genuine core capital instruments or written down, and which sufficiently reflect the credit quality of the investment firm as a going concern,

iv) non-liquid instruments that reflect the instruments in the managed portfolios.

k) Notwithstanding point (j), competent authorities may, if an investment firm does not issue the instruments referred to in that point, approve the use of alternative arrangements that achieve the same purpose.

l) At least 40 % of the variable remuneration shall be deferred for three to five years, as appropriate, depending on the investment firm’s business cycle, the nature of the firm’s business, the firm’s risks, and the staff member’s job responsibilities, unless the variable remuneration represents a very large amount, in which case at least 60 % of the variable remuneration shall be deferred.

m) Up to 100 % of the variable remuneration shall be reduced if the investment firm’s financial results have been modest or negative, including through arrangements relating to deduction or clawback procedures covered by criteria established by investment firms, which in particular concern situations where the staff member:

i) participated in or was responsible for conduct that resulted in significant losses for the investment firm,

ii) is no longer considered fit and proper.

n) Discretionary pension benefits shall be consistent with the investment firm’s business strategy, objectives, values, and long-term interests.

2. Member States shall ensure, with a view to paragraph 1, the following:

a) The persons referred to in Article 30(1) shall not use personal hedging strategies or pension and liability-related insurance to undermine the principles referred to in paragraph 1.

b) Variable salary shall not be paid through financial arrangements or methods that make it easier to fail to comply with this Directive or Regulation (EU) 2019/2033.

3. The instruments referred to in paragraph 1, point (j), shall, for the purposes of that provision, be subject to an appropriate retention policy designed to bring the incentives of the persons into line with the long-term interests of the investment firm and its creditors and customers. Member States or their competent authorities may impose restrictions on the nature and design of these instruments or prohibit the use of certain instruments for variable remuneration.

The deferral of variable remuneration referred to in paragraph 1, point (l), shall not be paid out faster than on a pro rata basis.

As regards paragraph 1, point (n), if a staff member leaves the investment firm before retirement age, the investment firm shall retain the discretionary pension benefits for a period of five years in the form of instruments referred to in point (j). If a staff member reaches retirement age and retires, the discretionary pension benefits shall be paid to the person in question in the form of instruments referred to in point (j) after a five-year retention period.

4. Paragraph 1, points (j) and (l), and paragraph 3, third subparagraph, shall not apply to:

a) investment firms whose average value of on-balance sheet and off-balance sheet assets over the four-year period immediately preceding the financial year in question amounts to EUR 100 million or less;

b) persons whose annual variable remuneration does not exceed EUR 50 000 and does not represent more than one quarter of their total annual remuneration.

5. Notwithstanding paragraph 4, point (a), a Member State may raise the threshold referred to therein, provided that the investment firm meets the following criteria:

a) the investment firm is not one of the three largest investment firms in terms of the total value of assets in the Member State where it is established;

b) the investment firm is not subject to obligations or is subject to simplified obligations regarding recovery and resolution planning in accordance with Article 4 of Directive 2014/59/EU;

c) the size of the investment firm’s on-balance sheet and off-balance sheet trading book activities is EUR 150 million or less;

d) the size of the investment firm’s on-balance sheet and off-balance sheet derivatives activities is EUR 100 million or less;

e) the threshold does not exceed EUR 300 million, and

f) it is appropriate to raise the threshold taking into account the nature and scale of the investment firm’s activities, its internal organisation, and, if relevant, the characteristics of the group to which it belongs.

6. Notwithstanding paragraph 4, point (a), a Member State may lower the threshold referred to in that point, provided that it is appropriate to do so taking into account the nature and scale of the investment firm’s activities, its internal organisation, and, if relevant, the characteristics of the group to which it belongs.

7. Notwithstanding paragraph 4, point (b), a Member State may decide that staff members who are entitled to annual variable remuneration below the threshold and share referred to in that point are not covered by the exception therein due to specific national market conditions regarding remuneration practices or as a result of the nature of these staff members’ areas of responsibility and job profile.

8. EBA shall, in consultation with ESMA, develop draft regulatory technical standards to specify which categories of instruments meet the conditions in paragraph 1, point (j), point (iii), and to specify possible alternative arrangements, as referred to in paragraph 1, point (k).

EBA shall submit these draft regulatory technical standards to the Commission by 26 June 2021.

The Commission is empowered to supplement this Directive by adopting the regulatory technical standards referred to in the first subparagraph in accordance with Articles 10 to 14 of Regulation (EU) No 1093/2010.

9. EBA shall, in consultation with ESMA, adopt guidelines to facilitate the implementation of paragraphs 4, 5 and 6 and to ensure consistent application thereof.

Article 33 Remuneration Committee

1. Member States shall ensure that investment firms that do not meet the criteria in Article 32(4)(a) establish a remuneration committee. The remuneration committee shall have a balanced gender composition and shall make a competent and independent assessment regarding remuneration policies and practices, as well as incentives introduced for risk management, as well as capital and liquidity management. The remuneration committee may be established at the group level.

2. Member States shall ensure that the remuneration committee is responsible for preparing decisions on remuneration to be taken by the management body, including decisions that have consequences for the investment firm’s risks and risk management. The chair and members of the remuneration committee shall be members of the management body who do not perform a management function in the investment firm in question. If worker representation in the management body is provided for in national law, the remuneration committee shall include one or more worker representatives.

3. When preparing the decisions referred to in paragraph 2, the remuneration committee shall take into account the public interest as well as the long-term interests of shareholders, investors, and other stakeholders in the investment firm.

Article 34 Supervision of Remuneration Policy

1. Member States shall ensure that competent authorities collect information published in accordance with Article 51(1)(c) and (d) of Regulation (EU) 2019/2033, as well as information from investment firms on the pay gap between men and women, and use this information to benchmark remuneration trends and practices.

Competent authorities shall submit this information to EBA.

2. EBA shall use the information it receives from competent authorities in accordance with paragraphs 1 and 4 to benchmark remuneration trends and practices at EU level.

3. EBA shall, in consultation with ESMA, issue guidelines on the application of sound remuneration policies. These guidelines shall take into account at least the requirements referred to in Articles 30 to 33 and the principles for sound remuneration policies referred to in Recommendation 2009/384/EC.

4. Member States shall ensure that investment firms provide competent authorities with information on the number of natural persons in each investment firm who are remunerated with EUR 1 million or more per financial year, in remuneration bands of EUR 1 million, including information on their areas of responsibility, the relevant business area, and the main elements of salary, bonus, long-term incentives, and pension contributions.

Member States shall ensure that investment firms provide competent authorities, upon request, with the total remuneration figures for each member of the management body or senior management.

Competent authorities shall send the information referred to in the first and second subparagraphs to EBA, which shall publish them in a common reporting format broken down by home country. EBA may, in consultation with ESMA, issue guidelines to facilitate the implementation of this paragraph and to ensure the uniformity of the information collected.

Article 35 EBA Report on Environmental, Social and Governance Risks EBA shall prepare a report on the introduction of technical criteria for exposures to activities significantly linked to environmental, social and governance (ESG) objectives in connection with the supervisory review and evaluation process, in order to assess the possible sources and effects of risks for investment firms, taking into account existing EU legislation in the field of ESG classification.

The EBA report referred to in paragraph 1 shall cover at least:

a) a definition of ESG risks, including physical risks and transition risks associated with the transition to a more sustainable economy, and, as regards transition risks, risks associated with asset write-downs resulting from regulatory changes, qualitative and quantitative criteria and metrics relevant for the assessment of such risks, and a method for assessing the likelihood of such risks occurring in the short, medium or long term, and the likelihood of such risks having significant financial consequences for an investment firm;

b) an assessment of the likelihood that significant concentrations of specific assets increase ESG risks, including physical risks and transition risks for an investment firm;

c) a description of the processes by which an investment firm can identify, assess, and manage ESG risks, including physical risks and transition risks;

d) the criteria, parameters, and metrics by which supervisors and investment firms can assess the impact of short-, medium-, and long-term ESG risks for the supervisory review and evaluation process.

EBA shall submit the report on its findings to the European Parliament, the Council, and the Commission by 26 December 2021 at the latest.

On the basis of this report, EBA may, if necessary, adopt guidelines to introduce criteria regarding ESG risks for the supervisory review and evaluation process, taking into account the results of the EBA report referred to in this Article.

Section 3 Supervisory Review and Evaluation Process Article 36 Supervisory Review and Evaluation

1. Competent authorities shall, to the extent relevant and necessary taking into account the size, risk profile, and business model of investment firms, supervise the arrangements, strategies, processes, and mechanisms that investment firms put in place to comply with this Directive and Regulation (EU) 2019/2033, and assess the following, if appropriate and relevant, to ensure sound management and coverage of their risks:

a) the risks referred to in Article 29;

b) the geographical location of investment firms’ exposures;

c) investment firms’ business models;

d) the assessment of systemic risks taking into account the identification and measurement of systemic risk in accordance with Article 23 of Regulation (EU) No 1093/2010 or ESRB recommendations;

e) the risks to the security of investment firms’ network and information systems with a view to ensuring confidentiality, integrity, and availability in connection with their processes, data, and assets;

f) investment firms’ exposure to interest rate risks resulting from activities outside the trading book;

g) investment firms’ management systems and the ability of members of the management body to perform their tasks.

For the purposes of this paragraph, competent authorities shall duly take into account whether investment firms have professional liability insurance.

2. Member States shall ensure that competent authorities determine the frequency and scope of the supervision and evaluation referred to in paragraph 1, taking into account the size, nature, scale, and complexity of the investment firms in question and, if relevant, their systemic significance, and taking into account the principle of proportionality.

Only if competent authorities find it necessary, due to the size, nature, scale, and complexity of the investment firms in question, shall they decide on a case-by-case basis whether and how this supervision and evaluation shall be carried out with regard to investment firms that meet the conditions for classification as small and non-interconnected investment firms set out in Article 12(1) of Regulation (EU) 2019/2033.

For the purposes of the first subparagraph, national law regarding the segregation of customer funds shall be taken into account.

3. In carrying out the supervision and performing the evaluation referred to in paragraph 1, point (g), competent authorities shall have access to agendas, minutes, and documents relating to meetings of the management body and its committees, as well as the results of the internal or external assessment of the management body’s performance.

4. The Commission is empowered to adopt delegated acts in accordance with Article 58 to supplement this Directive with a view to ensuring that investment firms’ arrangements, strategies, processes, and mechanisms ensure sound management and coverage of their risks. The Commission shall take into account in this regard the development of financial markets, in particular the emergence of new financial products, the development of accounting standards, and developments that facilitate convergence in supervisory practices.

Article 37 Ongoing Supervision of Permission to Use Internal Models

1. Member States shall ensure that competent authorities regularly and at least every three years supervise investment firms’ compliance with the requirements for permission to use internal models referred to in Article 22 of Regulation (EU) 2019/2033. Competent authorities shall pay particular attention to changes in an investment firm’s business and the use of the aforementioned internal models for new products, and shall supervise and assess whether the investment firm uses well-developed and up-to-date techniques and practices in connection with the aforementioned internal models. Competent authorities shall ensure that significant deficiencies in an investment firm’s internal models with regard to risk coverage are remedied, or take steps to limit the consequences, including by requiring capital add-ons or higher multiplication factors.

2. If there are numerous breaches in internal market risk models, as referred to in Article 366 of Regulation (EU) No 575/2013, indicating that the internal models are not or no longer accurate, competent authorities shall withdraw the permission to use the internal models or impose appropriate measures to ensure that the internal models are improved immediately within a set deadline.

3. If an investment firm that has been granted permission to use internal models no longer meets the requirements for the use of these internal models, competent authorities shall require the investment firm to demonstrate that the impact of the non-compliance is immaterial, or to submit a plan and a deadline for compliance. Competent authorities shall require the submitted plan to be improved if it is unlikely that the plan will lead to full compliance, or if the deadline is not appropriate.

If it is unlikely that the investment firm will meet the requirements within the set deadline, or if it has not satisfactorily demonstrated that the impact of the non-compliance is immaterial, Member States shall ensure that competent authorities withdraw the permission to use internal models or restrict it to areas where the requirements are met, or to areas where the requirements can be met within an appropriate deadline.

4. EBA shall analyse internal models across investment firms and analyse how investment firms using internal models treat similar risks or exposures. EBA shall inform ESMA thereof.

EBA shall, with a view to promoting consistent and effective supervisory practices based on the aforementioned analysis and in accordance with Article 16 of Regulation (EU) No 1093/2010, adopt guidelines with benchmarks on how investment firms should use internal models, and how these internal models should be used for similar risks or exposures.

Member States shall encourage competent authorities to take into account the aforementioned analysis and guidelines in connection with the supervision referred to in paragraph 1.

Section 4 Supervisory Measures and Powers Article 38 Supervisory Measures Competent authorities shall require an investment firm to take the necessary measures at an early stage to address the following issues:

a) an investment firm does not meet the requirements of this Directive or Regulation (EU) 2019/2033;

b) competent authorities have evidence that an investment firm is likely to breach the national provisions implementing this Directive or the provisions of Regulation (EU) 2019/2033 within the next 12 months.

Article 39 Supervisory Powers

1. Member States shall ensure that competent authorities have the necessary supervisory powers to intervene in investment firms’ activities in an effective and proportionate manner when carrying out their tasks.

2. April 2026. 115 No. 467.

3. For the purposes of Article 36, Article 37(3), and Article 38, as well as the application of Regulation (EU) 2019/2033, competent authorities shall have the following powers:

a) to require investment firms to hold a capital buffer exceeding the requirements of Article 11 of Regulation (EU) 2019/2033 in the situations referred to in Article 40 of this Directive, or to adjust the capital buffer and liquid assets required in the event of significant changes in the activities of the relevant investment firms;

b) to require that the arrangements, processes, mechanisms and strategies implemented in accordance with Articles 24 and 26 be strengthened;

c) to require investment firms to submit within one year a plan for renewed compliance with the supervisory requirements of this Directive and Regulation (EU) 2019/2033, to set a deadline for the implementation of that plan, and to require improvements to the plan regarding scope and deadline;

d) to require investment firms to apply a specific provisioning policy or asset treatment for the purposes of the capital buffer requirement;

e) to introduce restrictions on or limit the activities, transactions or networks of investment firms, or to require the divestment of activities that pose excessive risk to the financial soundness of an investment firm;

f) to require that the risk associated with the activities, products and systems of investment firms, including outsourced activities, be reduced;

g) to require investment firms to limit variable remuneration as a percentage of net income where such remuneration is incompatible with the maintenance of a robust capital buffer;

h) to require investment firms to use net profits to strengthen the capital buffer;

i) to require an investment firm to restrict or prohibit distributions or interest payments to shareholders, members or holders of hybrid core capital instruments, provided that such restriction or prohibition is not considered to constitute a default by the investment firm;

j) to introduce supplementary or more frequent reporting requirements than those laid down in this Directive and in Regulation (EU) 2019/2033, including reporting on capital and liquidity positions;

k) to impose specific liquidity requirements in accordance with Article 42;

l) to impose additional disclosure requirements;

m) to require investment firms to limit the risks to the security of their network and information systems in order to ensure confidentiality, integrity and availability in relation to their processes, data and assets.

3. With regard to paragraph 2(j), competent authorities may only require investment firms to provide additional or more frequent reporting if the information to be reported is not overlapping, and if one of the following conditions is met:

a) one of the cases referred to in Article 38(a) and (b) exists;

b) the competent authority considers it necessary to obtain the evidence referred to in Article 38(b);

c) the additional information is required for the supervisory review and evaluation process referred to in Article 36.

Information is considered to be overlapping if the competent authority already possesses the same or substantially the same information, provided that such information can be generated by the competent authority or obtained by the same competent authority by means other than requiring the investment firm to report it. A competent authority shall not require additional information if the information is available to the competent authority in another format or level of detail than the additional information to be reported, and that other format or level of detail does not prevent it from producing information that is substantially the same.

26 April 2026. 116 No. 467.

Article 40 Additional capital buffer requirements

1. Competent authorities may only impose additional capital buffer requirements, pursuant to Article 39(2)(a), if, on the basis of the supervision referred to in Articles 36 and 37, they find that an investment firm is in one of the following situations:

a) the investment firm is exposed to risks or elements of risks, or poses risks to others, that are material and are not covered or not adequately covered by the capital buffer requirements, in particular the K-factors requirements, in Part Three or Part Four of Regulation (EU) 2019/2033;

b) the investment firm does not comply with the requirements referred to in Articles 24 and 26, and other supervisory measures are unlikely to improve the arrangements, processes, mechanisms and strategies sufficiently within a reasonable timeframe;

c) the adjustments with respect to the prudent valuation of the trading book are not sufficient to enable the investment firm to sell or hedge its positions within a short period of time without incurring significant losses under normal market conditions;

d) the supervision carried out in accordance with Article 37 shows that the failure to comply with the requirements for the use of permitted internal models is likely to result in an insufficient capital level;

e) the investment firm repeatedly fails to establish or maintain an adequate level of additional capital buffer, pursuant to Article 41.

2. For the purposes of paragraph 1(a) of this Article, risks or elements of risks are to be considered as not covered or not adequately covered by the capital buffer requirements in Part Three and Part Four of Regulation (EU) 2019/2033 only if the capital considered sufficient by the competent authority following the supervisory review of the assessment carried out by investment firms in accordance with Article 24(1) of this Directive, with regard to size, type and distribution, exceeds the capital buffer requirement for investment firms in Part Three or Part Four of Regulation (EU) 2019/2033.

With regard to the first subparagraph, capital considered sufficient may include risks or elements of risks that are explicitly excluded from the capital buffer requirements in Part Three or Part Four of Regulation (EU) 2019/2033.

3. Competent authorities shall set the level of the required additional capital buffer, pursuant to Article 39(2)(a), as the difference between the capital considered sufficient in accordance with paragraph 2 of this Article and the capital buffer requirement in Part Three or Part Four of Regulation (EU) 2019/2033.

4. Competent authorities shall require investment firms to meet the additional capital buffer requirement referred to in Article 39(2)(a) with capital buffer on the following conditions:

a) at least three quarters of the additional capital requirement are met with core capital;

b) at least three quarters of the core capital shall consist of common equity tier 1 capital;

c) this capital buffer shall not be used to meet the capital buffer requirements referred to in Article 11(1)(a), (b) and (c) of Regulation (EU) 2019/2033.

5. Competent authorities shall justify in writing their decision to impose an additional capital buffer requirement, pursuant to Article 39(2)(a), by providing a clear explanation of the full assessment of the elements referred to in paragraphs 1 to 4 of this Article. This includes, in the case referred to in paragraph 1(d) of this Article, a specific statement as to why the capital set in accordance with Article 41(1) is no longer considered sufficient.

EBA shall, in consultation with ESMA, develop draft regulatory technical standards to specify how risks and elements of risks as referred to in paragraph 2 are to be measured, including risks or elements of risks that are explicitly excluded from the capital buffer requirements in Part Three or Part Four of Regulation (EU) 2019/2033.

26 April 2026. 117 No. 467.

6. EBA shall ensure that the draft regulatory technical standards include guiding qualitative metrics for the additional capital buffer referred to in Article 39(2)(a), taking into account the different business models and legal forms that investment firms may have, and that it is proportionate in light of:

a) the implementation burden for investment firms and competent authorities;

b) the possibility that the higher capital buffer requirements that apply if investment firms do not use internal models justify the imposition of lower capital buffer requirements when risks and elements of risks are assessed in accordance with paragraph 2.

EBA shall submit those draft regulatory technical standards to the Commission by 26 June 2021.

The Commission is empowered to supplement this Directive by adopting the regulatory technical standards referred to in the first subparagraph in accordance with Articles 10 to 14 of Regulation (EU) No 1093/2010.

7. Competent authorities may impose an additional capital buffer requirement in accordance with paragraphs 1 to 6 on investment firms that meet the conditions for classification as small and non-interconnected investment firms set out in Article 12(1) of Regulation (EU) 2019/2033, on the basis of an assessment on a case-by-case basis, and where the competent authorities consider it justified.

Article 41 Guidance on additional capital buffer

1. Taking into account the principle of proportionality and in relation to the size, systemic importance, nature, scale and complexity of the activities carried out by investment firms that do not meet the conditions for classification as small and non-interconnected investment firms set out in Article 12(1) of Regulation (EU) 2019/2033, competent authorities may require such investment firms to hold capital buffer levels that, based on Article 24, are substantially higher than the requirements of Part Three of Regulation (EU) 2019/2033 and of this Directive, including the additional capital buffer requirements referred to in Article 39(2)(a), in order to ensure that cyclical fluctuations do not lead to a failure to meet those requirements or jeopardise the ability of investment firms to wind down or cease activities in an orderly manner.

2. Competent authorities shall, where necessary, review the capital buffer level set by individual investment firms that do not meet the conditions for classification as small and non-interconnected investment firms in Article 12(1) of Regulation (EU) 2019/2033 in accordance with paragraph 1 of this Article, and shall communicate to the relevant investment firm, if appropriate, the conclusions of that review, including any expectation of adjustment to the capital buffer level set in accordance with paragraph 1 of this Article. Such communication shall include a date set by the competent authority by which the adjustment must be completed at the latest.

Article 42 Specific liquidity requirements

1. Competent authorities shall impose only the specific liquidity requirements referred to in Article 39(2)(k) of this Directive if, on the basis of the supervision referred to in Articles 36 and 37 of this Directive, they conclude that investment firms that do not meet the conditions for classification as small and non-interconnected investment firms in Article 12(1) of Regulation (EU) 2019/2033, or that meet the conditions in Article 12(1) of Regulation (EU) 2019/2033 but are not exempt from the liquidity requirement in accordance with Article 43(1) of Regulation (EU) 2019/2033, are in one of the following situations:

a) the investment firm is exposed to liquidity risk or elements of liquidity risk that are material and are not covered or not adequately covered by the liquidity requirement in Part Five of Regulation (EU) 2019/2033;

b) the investment firm does not comply with the requirements referred to in Articles 24 and 26 of this Directive, and other administrative measures are unlikely to improve the arrangements, processes, mechanisms and strategies sufficiently within a reasonable timeframe.

2. For the purposes of paragraph 1(a) of this Article, liquidity risk or elements of liquidity risk are to be considered as not covered or not adequately covered by the liquidity requirement in Part Five of Regulation (EU) 2019/2033 only if the liquidity considered sufficient by the competent authority following the supervisory review of the assessment carried out by investment firms in accordance with Article 24(1) of this Directive, with regard to size and type, exceeds the liquidity requirement for investment firms in Part Five of Regulation (EU) 2019/2033.

3. Competent authorities shall set the level of the specific liquidity requirement, pursuant to Article 39(2)(k) of this Directive, as the difference between the liquidity considered sufficient in accordance with paragraph 2 of this Article and the liquidity requirement in Part Five of Regulation (EU) 2019/2033.

4. Competent authorities shall require investment firms to meet the specific liquidity requirement referred to in Article 39(2)(k) of this Directive with liquid assets as defined in Article 43 of Regulation (EU) 2019/2033.

5. Competent authorities shall justify in writing their decision to impose a specific liquidity requirement, pursuant to Article 39(2)(k), by providing a clear explanation of the full assessment of the elements referred to in paragraphs 1 to 3 of this Article.

6. EBA shall, in consultation with ESMA, develop draft regulatory technical standards to specify, in a manner appropriate to the size, structure and internal organisation of investment firms and to the nature, scale and complexity of their activities, how the liquidity risk and the elements of liquidity risk referred to in paragraph 2 are to be measured.

EBA shall submit those draft regulatory technical standards to the Commission by 26 June 2021.

The Commission is empowered to supplement this Directive by adopting the regulatory technical standards referred to in the first subparagraph in accordance with Articles 10 to 14 of Regulation (EU) No 1093/2010.

Article 43 Cooperation with resolution authorities

Competent authorities shall inform the relevant resolution authorities of any requirement for an additional capital buffer pursuant to Article 39(2)(a) of this Directive for an investment firm that is within the scope of Directive 2014/59/EU, and of any expectation of adjustment as referred to in Article 41(2) of this Directive, in respect of such an investment firm.

Article 44 Disclosure requirements

Member States shall ensure that competent authorities have the powers to:

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a) require investment firms that do not meet the conditions for classification as small and non-interconnected investment firms set out in Article 12(1) of Regulation (EU) 2019/2033, and investment firms as referred to in Article 46(2) of Regulation (EU) 2019/2033, to publish the information referred to in Article 46 of that Regulation more than once a year, and to set deadlines for such publication;

b) require investment firms that do not meet the conditions for classification as small and non-interconnected investment firms set out in Article 12(1) of Regulation (EU) 2019/2033, and investment firms as referred to in Article 46(2) of Regulation (EU) 2019/2033, to use specific media and venues, in particular the websites of investment firms, for publications other than annual accounts;

c) require parent undertakings to publish once a year, either in full or by way of cross-references to equivalent information, a description of their legal structure and the management structure and organisational structure of the investment firm group in accordance with Article 26(1) of this Directive and Article 10 of Directive 2014/65/EU.

Article 45 Obligation to notify EBA

1. Competent authorities shall notify EBA of:

a) their supervisory review and evaluation process, pursuant to Article 36;

b) the methodology used for the decisions referred to in Articles 39, 40 and 41;

c) the levels of administrative penalties set by Member States, pursuant to Article 18.

EBA shall forward the information referred to in this paragraph to ESMA.

2. EBA shall, in consultation with ESMA, assess the information from competent authorities with a view to developing consistency in the supervisory review and evaluation process. EBA may, in order to complete its assessment, after consulting ESMA, request additional information from competent authorities on a proportionate basis and in accordance with Article 35 of Regulation (EU) No 1093/2010.

EBA shall publish the aggregate information referred to in paragraph 1, first subparagraph, point (c), on its website.

EBA shall report to the European Parliament and to the Council on the degree of convergence between Member States' application of this Chapter. EBA shall conduct peer reviews in accordance with Article 30 of Regulation (EU) No 1093/2010, if necessary. EBA shall inform ESMA of such peer reviews.

EBA and ESMA shall, in accordance with Article 16 of Regulation (EU) No 1093/2010 and Article 16 of Regulation (EU) No 1095/2010, respectively, as applicable, issue guidelines to competent authorities with a view to further specifying, in a manner corresponding to the size, structure and internal organisation of investment firms and to the nature, scale and complexity of their activities, the common procedures and methodologies for the supervisory review and evaluation process referred to in paragraph 1, and the assessment of the treatment of the risks referred to in Article 29 of this Directive.

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CHAPTER 3 Supervision of investment firm groups

Section 1 Supervision of investment firm groups at consolidated level and supervision of compliance with the group capital test

Article 46 Determination of group supervisors

1. Member States shall ensure that, if the parent undertaking of an investment firm group is a parent investment undertaking in the Union, consolidated-level supervision or supervision of compliance with the group capital test is carried out by the competent authority for that parent investment undertaking in the Union.

2. Member States shall ensure that, if the parent undertaking of an investment firm is a parent investment holding company in the Union or a mixed financial holding company in the Union, consolidated-level supervision or supervision of compliance with the group capital test is carried out by the competent authority for that investment firm.

3. Member States shall ensure that, if two or more investment firms authorised in two or more Member States have the same parent investment holding company in the Union or the same mixed financial holding company in the Union, consolidated-level supervision or supervision of compliance with the group capital test is carried out by the competent authority for the investment firm authorised in the Member State where the investment holding company or the mixed financial holding company is established.

4. Member States shall ensure that, if the parent undertakings of two or more investment firms authorised in two or more Member States consist of more than one investment holding company or mixed financial holding company with head offices in different Member States, and there is an investment firm in each of those Member States, consolidated-level supervision or supervision of compliance with the group capital test is carried out by the competent authority for the investment firm with the largest total assets.

5. Member States shall ensure that, if two or more investment firms authorised in the Union have the same investment holding company in the Union or mixed financial holding company in the Union as parent undertaking, and none of those investment firms is authorised in the Member State where the investment holding company or the mixed financial holding company is established, consolidated-level supervision or supervision of compliance with the group capital test is carried out by the competent authority for the investment firm with the largest total assets.

6. Competent authorities may, by common agreement, refrain from applying the criteria in paragraphs 3, 4 and 5 if, taking into account the relevant investment firms and the extent of their activities in the relevant Member States, it would not be appropriate to apply them for the purposes of effective consolidated-level supervision or supervision of compliance with the group capital test, and designate another competent authority to carry out consolidated-level supervision or supervision of compliance with the group capital test. In that case, before taking such a decision, the competent authorities shall give the parent investment holding company in the Union or the mixed financial holding company in the Union or the investment firm with the largest total assets, as applicable, the opportunity to comment on the intended decision. The competent authorities shall inform the Commission and EBA of such a decision.

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Article 47 Disclosure requirements in emergencies If an emergency arises, including a situation as described in Article 18 of Regulation (EU) No 1093/2010 or a situation with negative market developments that could potentially threaten market liquidity and the stability of the financial system in one of the Member States where entities of an investment firm group have been granted authorization, the lead supervisor established in accordance with Article 46 of this Directive shall, as soon as practically possible subject to Chapter 1, Section 2 of this Part, notify the EBA, the ESRB and any relevant competent authorities and provide all information necessary for them to carry out their tasks.

Article 48 Supervisory colleges

1. Member States shall ensure that the lead supervisor established in accordance with Article 46 of this Directive may, where necessary, establish supervisory colleges to facilitate the performance of the tasks referred to in this Article and to ensure coordination and cooperation with supervisory authorities of third countries, in particular if necessary for the application of Article 23(1), first subparagraph, point (c), and Article 23(2) of Regulation (EU) 2019/2033 to exchange and update relevant information on the margin model with the supervisory authorities of qualifying central counterparties.

2. Supervisory colleges shall establish the framework for the performance by the lead supervisor, the EBA and the other competent authorities of the following tasks: a) the tasks referred to in Article 47; b) the coordination of requests for information, where necessary to facilitate supervision at the consolidated level, in accordance with Article 7 of Regulation (EU) 2019/2033; c) the coordination of requests for information in cases where several competent authorities for investment firms that are part of the same group need to request information from the competent authority in the home Member State of a clearing member or from the competent authority of the qualifying central counterparty regarding the margin model and the parameters used for the calculation of the margin requirements of the relevant investment firms; d) the exchange of information between all competent authorities and the EBA in accordance with Article 21 of Regulation (EU) No 1093/2010 and with ESMA in accordance with Article 21 of Regulation (EU) No 1095/2010; e) the achievement of agreement on the voluntary delegation of tasks and responsibilities between competent authorities, where relevant; f) the increase of the efficiency of supervision by seeking to avoid unnecessary duplication of supervisory requirements.

3. Supervisory colleges may also be established, where relevant, if subsidiaries of an investment firm group, where the parent undertaking is an investment firm in the Union, a parent investment holding company in the Union or a mixed financial holding company in the Union, are located in a third country.

4. The EBA shall participate in the meetings of supervisory colleges in accordance with Article 21 of Regulation (EU) No 1093/2010.

5. The following authorities shall be members of supervisory colleges: a) the competent authorities responsible for the supervision of subsidiaries of an investment firm group, where the parent undertaking is an investment firm in the Union, a parent investment holding company in the Union or a mixed financial holding company in the Union; b) supervisory authorities of third countries, where relevant, subject to confidentiality requirements which, in the opinion of all competent authorities, are equivalent to the requirements of Chapter 1, Section 2 of this Part.

6. The lead supervisor established in accordance with Article 46 shall chair the meetings of the supervisory college and take decisions. The said lead supervisor shall keep all members of the supervisory college fully informed in advance of the main issues to be discussed and the activities to be considered prior to the holding of meetings. The lead supervisor shall also keep all members of the supervisory college fully informed in good time of the decisions taken at such meetings or the measures implemented. The lead supervisor shall take into account the relevance of the supervisory activity to be planned or coordinated by the authorities referred to in paragraph 5 when taking decisions. The establishment of supervisory colleges and their functioning shall be formalised in writing.

7. In the event of disagreement on a decision taken by the lead supervisor regarding the functioning of supervisory colleges, any concerned competent authority may refer the matter to the EBA and request the assistance of the EBA in accordance with Article 19 of Regulation (EU) No 1093/2010. The EBA may also, on its own initiative, in accordance with the second subparagraph of Article 19(1) of Regulation (EU) No 1093/2010, assist the competent authorities in the event of disagreement regarding the functioning of supervisory colleges as referred to in this Article.

8. The EBA shall, in consultation with ESMA, draft regulatory technical standards to further specify the conditions under which supervisory colleges shall perform the tasks referred to in paragraph 1. The EBA shall submit those draft regulatory technical standards to the Commission by 26 June 2021. The Commission is empowered to supplement this Directive by adopting the regulatory technical standards referred to in the first subparagraph in accordance with Articles 10 to 14 of Regulation (EU) No 1093/2010.

Article 49 Cooperation requirements

1. Member States shall ensure that the lead supervisor and the competent authorities referred to in Article 48(5) provide each other with all relevant information as required, including the following: a) details of the legal and management structure of investment firm groups, including the organisational structure, covering all regulated and unregulated entities, unregulated subsidiaries as well as the parent undertakings and the competent authorities of the regulated entities in investment firm groups; b) procedures for the collection of information from the investment firms in an investment firm group and procedures for the verification of that information; c) any negative development in the investment firms or in other entities of an investment firm group that could seriously affect those investment firms; d) any significant sanctions and extraordinary measures imposed or taken by the competent authorities in accordance with national provisions implementing this Directive; e) the imposition of specific capital requirements in accordance with Article 39 of this Directive.
2. The competent authorities and the lead supervisor may refer questions to the EBA, in accordance with Article 19(1) of Regulation (EU) No 1093/2010, if relevant information has not been communicated without undue delay in accordance with paragraph 1, or if a request for cooperation, in particular for the exchange of relevant information, has been refused or not answered within a reasonable time limit. The EBA may, in accordance with the second subparagraph of Article 19(1) of Regulation (EU) No 1093/2010 and on its own initiative, assist the competent authorities in developing consistent cooperation arrangements.
3. Member States shall ensure that the competent authorities consult each other on the following before adopting a decision that may affect the supervisory tasks of other competent authorities: a) changes in the shareholding, organisational or management structure of investment firms in an investment firm group that require the approval or consent of the competent authorities; b) significant sanctions imposed on investment firms by the competent authorities or any other extraordinary measures taken by those authorities; and c) specific capital requirements imposed in accordance with Article 39.
4. The lead supervisor shall be consulted if the competent authorities are to impose significant sanctions or take any other extraordinary measures as referred to in paragraph 3(b).
5. Notwithstanding paragraph 3, a competent authority shall not be obliged to consult other competent authorities in emergencies, or where such consultation could jeopardise the effectiveness of its decisions, and in such cases the competent authority shall without delay inform the other concerned competent authorities of its decision not to consult.

Article 50 Verification of information concerning entities located in other Member States

1. Member States shall ensure that if a competent authority in a Member State needs to verify information concerning investment firms, investment holding companies, mixed financial holding companies, finance institutions, ancillary service undertakings, mixed holding companies or subsidiaries, including subsidiaries that are insurance undertakings, located in another Member State, and makes a request to that effect, the relevant competent authorities in that other Member State shall carry out that verification in accordance with paragraph 2.
2. The competent authorities that have received a request in accordance with paragraph 1 shall do one of the following: a) carry out the verification themselves within the scope of their powers; b) allow the competent authorities that made the request to carry out the verification; c) request an auditor or other expert to carry out the verification impartially and report the results immediately. The competent authorities that made the request may participate in the verification for the purposes of points (a) and (c).

Section 2 Investment holding companies, mixed financial holding companies and mixed holding companies

Article 51 Inclusion of holding companies in the supervision of compliance with the group capital test Member States shall ensure that investment holding companies and mixed financial holding companies are included in the supervision of compliance with the group capital test.

Article 52 Management qualifications Member States shall require that members of the management body of an investment holding company or a mixed financial holding company have good repute and possess sufficient knowledge, professional competence and experience to perform their tasks effectively, taking into account the specific role of an investment holding company or a mixed financial holding company.

Article 53 Holding companies with mixed activities

1. Member States shall provide that if the parent undertaking of an investment firm is a mixed holding company, the competent authorities responsible for supervising the investment firm may: a) require that the mixed holding company provide them with all information that may be relevant for the supervision of that investment firm; b) supervise transactions between the investment firm and the mixed holding company and its subsidiaries and require that the investment firm have appropriate risk management procedures and internal control mechanisms, including sound reporting and accounting procedures, in order to identify, measure, monitor and control such transactions.
2. Member States shall provide that their competent authorities may carry out or may have external auditors carry out on-the-spot checks of the information received from mixed holding companies and their subsidiaries.

Article 54 Sanctions In accordance with Chapter 2, Section 3 of this Part, Member States shall ensure that administrative sanctions or other administrative measures, which have the purpose of bringing to an end or remedying breaches of the laws and administrative provisions adopted in transposition of this Directive or of addressing the causes of such breaches, may be imposed on investment holding companies, mixed financial holding companies and mixed holding companies or their actual managers.

Article 55 Assessment of third-country supervision and other supervisory methods

1. Member States shall ensure that if two or more investment firms, which are subsidiaries of the same parent undertaking having its head office in a third country, are not subject to effective supervision at the group level, the competent authority shall assess whether the investment firms are subject to supervision by the third-country supervisory authority equivalent to the supervision referred to in this Directive and Part One of Regulation (EU) 2019/2033.
2. If the conclusion of the assessment referred to in paragraph 1 of this Article is that such equivalent supervision does not apply, Member States shall open the possibility for appropriate supervisory methods that fulfil the objectives of supervision in accordance with Article 7 or 8 of Regulation (EU) 2019/2033. The competent authority that would be the lead supervisor if the parent undertaking were established in the Union shall decide on those supervisory methods after consulting the other concerned competent authorities. Any measures taken in accordance with this paragraph shall be reported to the other concerned competent authorities, the EBA and the Commission.
3. The competent authority that would be the lead supervisor if the parent undertaking were established in the Union may, in particular, require the establishment of an investment holding company or mixed financial holding company in the Union and apply Article 7 or 8 of Regulation (EU) 2019/2033 to that investment holding company or mixed financial holding company.

Article 56 Cooperation with third-country supervisory authorities The Commission may, either at the request of a Member State or on its own initiative, submit recommendations to the Council for the negotiation of agreements with one or more third countries regarding ways to supervise the compliance of the following investment firms with the group capital test: a) investment firms, where the parent undertaking has its head office in a third country; b) investment firms located in third countries, where the parent undertaking has its head office in the Union.

PART V PUBLICATION BY COMPETENT AUTHORITIES

Article 57 Publication requirements

1. The competent authorities shall publish all of the following information: a) the text of the laws, administrative provisions and general guidance adopted in their Member State in accordance with this Directive; b) the manner in which the options and discretions available under this Directive and Regulation (EU) 2019/2033 are exercised; c) the general criteria and methods used in connection with the supervisory review and assessment referred to in Article 36 of this Directive; d) aggregate statistical data on key aspects of the implementation of this Directive and Regulation (EU) 2019/2033 in their Member State, including the number and nature of supervisory measures taken in accordance with Article 39(2)(a) of this Directive and of administrative sanctions imposed in accordance with Article 18 of this Directive.
2. The information published in accordance with paragraph 1 shall be sufficiently comprehensive and precise to enable a meaningful comparison of the application of paragraph 1(b), (c) and (d) by the competent authorities in the different Member States.
3. The publication of information shall take place in a common format and be regularly updated. They shall be available at a single electronic location.
4. The EBA shall, in consultation with ESMA, draft implementing technical standards with a view to establishing the format, structure, table of contents and annual publication date for the information referred to in paragraph 1. The Commission is empowered to adopt the implementing technical standards referred to in the first subparagraph in accordance with Article 15 of Regulation (EU) No 1093/2010.
5. The EBA shall submit to the Commission the draft implementing technical standards referred to in paragraph 4 by 26 June 2021.

PART VI DELEGATED ACTS

Article 58 Exercise of the delegation

1. The power to adopt delegated acts is conferred on the Commission subject to the conditions laid down in this Article.
2. The power to adopt delegated acts referred to in Article 3(2), Article 29(4) and Article 36(4) shall be conferred on the Commission for a period of five years from 25 December 2019.
3. The delegation of power referred to in Article 3(2), Article 29(4) and Article 36(4) may be revoked at any time by the European Parliament or by the Council. A decision to revoke shall put an end to the delegation of the powers specified in that decision. It shall take effect the day following the publication of the decision in the Official Journal of the European Union or at a later date specified therein. It shall not affect the validity of delegated acts already in force.
4. Before adopting a delegated act, the Commission shall consult experts designated by each Member State in accordance with the principles laid down in the Interinstitutional Agreement of 13 April 2016 on Better Law-Making.
5. As soon as it adopts a delegated act, the Commission shall notify it simultaneously to the European Parliament and to the Council.
6. A delegated act adopted pursuant to Article 3(2), Article 29(4) and Article 36(4) shall enter into force only if no objection has been expressed either by the European Parliament or by the Council within a period of two months of notification of that act to the European Parliament and the Council or if, before the expiry of that period, the European Parliament and the Council have both informed the Commission that they will not object. That period shall be extended by two months at the initiative of the European Parliament or of the Council.

PART VII AMENDMENTS TO OTHER DIRECTIVES

Article 59 Amendment to Directive 2002/87/EC Article 2(7) of Directive 2002/87/EC is replaced by the following: ‘7) “sectoral rules”: EU acts concerning the supervision of regulated entities, in particular Regulation (EU) No 575/2013 *) and (EU) 2019/2033 **) of the European Parliament and of the Council and Directives 2009/138/EC, 2013/36/EU ***) , 2014/65/EU ****) and (EU) 2019/2033 *****) of the European Parliament and of the Council.’

Article 60 Amendment to Directive 2009/65/EC Article 7(1)(a)(iii) of Directive 2009/65/EC is replaced by the following: ‘(iii) regardless of the amount resulting from those requirements, the management company’s own funds shall at no time be less than the amount set out in Article 13 of Regulation (EU) 2019/2033 ******) of the European Parliament and of the Council.’

Article 61 Amendment to Directive 2011/61/EU Article 9(5) of Directive 2011/61/EU is replaced by the following: ‘5. Notwithstanding paragraph 3, the AIFM’s own funds shall at no time be less than the amount set out in Article 13 of Regulation (EU) 2019/2033 +) of the European Parliament and of the Council.’

Article 62 Amendments to Directive 2013/36/EU Directive 2013/36/EU is amended as follows:

1. The title is replaced by the following: ‘Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC’.
2. Article 1 is replaced by the following: ‘Article 1 Subject matter This Directive lays down rules concerning: a) access to the activity of credit institutions; b) the supervisory powers and tools of competent authorities for the exercise of supervision of credit institutions; c) the supervision by competent authorities of credit institutions in a manner consistent with the rules laid down in Regulation (EU) No 575/2013; d) publication requirements for competent authorities in the field of regulation and supervision of credit institutions.’
3. The following amendments are made to Article 2: a) Paragraphs 2 and 3 are deleted. b) In paragraph 5, point 1) is deleted. c) Paragraph 6 is replaced by the following: ‘6. The entities referred to in paragraph 5, points 3) to 24), of this Article shall be considered as finance institutions for the purposes of Article 34 and Part Seven, Chapter 3.’
4. In Article 3(1), point 4) is deleted.
5. Article 5 is replaced by the following: ‘Article 5’

Coordination within Member States Member States with more than one authority competent to exercise supervision over credit institutions and investment firms shall take the necessary measures to ensure coordination between such authorities.

6. The following Article is inserted:

"Article 8a Specific requirements for the grant of authorisation to the credit institutions referred to in Article 4(1), point 1), point (b), of Regulation (EU) No 575/2013

1. Member States shall require that the undertakings referred to in Article 4(1), point 1), point (b), of Regulation (EU) No 575/2013, which have already been granted authorisation in accordance with Section II of Directive 2014/65/EU, submit an application for authorisation in accordance with Article 8 at the latest on the date on which one of the following situations occurs: (a) the average of the total monthly assets calculated over a period of 12 consecutive months amounts to or exceeds EUR 30 billion, or (b) the average of the total monthly assets calculated over a period of 12 consecutive months is less than EUR 30 billion, and the undertaking is part of a group where the total value of the consolidated assets of all group undertakings, which individually have total assets of less than EUR 30 billion, and which carry out activities as referred to in Section A, points 3) and 6), of Annex I to Directive 2014/65/EU, amounts to or exceeds EUR 30 billion, both calculated as an average over a period of 12 consecutive months.

2. The undertakings referred to in paragraph 1 of this Article may continue to carry out the activities referred to in Article 4(1), point 1), point (b), of Regulation (EU) No 575/2013 until they are granted the authorisation referred to in paragraph 1 of this Article.

3. Notwithstanding paragraph 1 of this Article, the undertakings referred to in Article 4(1), point 1), point (b), of Regulation (EU) No 575/2013, which on 24 December 2019 were carrying on business as an investment firm authorised in accordance with Directive 2014/65/EU, shall apply for authorisation in accordance with Article 8 of this Directive at the latest by 27 December 2020.

4. If a competent authority, after having received the information in accordance with Article 95a of Directive 2014/65/EU, decides that an undertaking should be granted authorisation as a credit institution in accordance with Article 8 of this Directive, it shall notify the undertaking and the competent authority as defined in Article 4(1), point 26), of Directive 2014/65/EU and take over the authorisation procedure from the date of this notification.

5. In the event of a re-granting of authorisation, the competent authority granting the authorisation shall ensure that the process is as streamlined as possible and that information from existing authorisations is taken into account.

6. EBA shall develop draft regulatory technical standards to specify: (a) what information undertakings shall provide to the competent authorities in an application for authorisation, including the business plan referred to in Article 10; (b) which method shall be used to calculate the thresholds referred to in paragraph 1. The Commission is empowered to supplement this Directive by adopting the regulatory technical standards referred to in the first subparagraph, points (a) and (b), in accordance with Articles 10 to 14 of Regulation (EU) No 1093/2010. EBA shall submit those draft regulatory technical standards to the Commission by 26 December 2020 at the latest."

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7. In Article 18, the following point is inserted:

"(aa) exclusively uses its authorisation to carry out the activities referred to in Article 4(1), point 1), point (b), of Regulation (EU) No 575/2013 and has had average total assets below the thresholds set out in that Article for a period of five consecutive years."

8. The following changes are made to Article 20: (a) Paragraph 2 is amended to read:

"2. EBA shall publish and update at least once a year on its website a list of the names of all credit institutions that have been granted authorisation."

(a) The following paragraph is inserted:

"3a. The list referred to in paragraph 2 of this Article shall contain the names of the undertakings referred to in Article 4(1), point 1), point (b), of Regulation (EU) No 575/2013, and shall identify those credit institutions as such. The list shall also indicate any changes compared to the previous version of the list."

9. Article 21b, paragraph 5, is amended to read:

"5. For the purposes of this Article, the following shall apply: (a) The total value of a third-country group's assets in the Union is the sum of the following: (i) the total value of assets belonging to each of the third-country group's institutions in the Union according to its consolidated balance sheet or the amount resulting from their individual balance sheets, if an institution's balance sheet is not consolidated, and (ii) the total value of assets belonging to each of the third-country group's branches, which have been granted authorisation in the Union in accordance with this Directive, Regulation (EU) No 600/2014 of the European Parliament and of the Council, or Directive 2014/65/EU. (b) The term 'institution' also includes investment firms."

10. Section IV is repealed.

11. Article 51, paragraph 1, first subparagraph, is amended to read:

"1. The competent authorities of a host country may request the consolidating supervisor in the cases where Article 112(1) applies, or the competent authorities of the home country, that a branch of a credit institution should be considered significant."

12. Article 53, paragraph 2, is amended to read:

"2. Paragraph 1 shall not prevent the competent authorities from exchanging information with each other or passing on information to the ESRB, EBA, or the European Supervisory Authority (European Securities and Markets Authority) (ESMA), established by Regulation (EU) No 1095/2010 of the European Parliament and of the Council, in accordance with this Directive, Regulation (EU) No 575/2013, Regulation (EU) 2019/2033 of the European Parliament and of the Council, Article 15 of Regulation (EU) No 1092/2010, Articles 31, 35 and 36 of Regulation (EU) No 1093/2010, and Articles 31 and 36 of Regulation (EU) No 1095/2010, Directive (EU) 2019/2033 of the European Parliament and of the Council, and other Directives applicable to credit institutions. Those information shall be subject to paragraph 1."

13. In Article 66, paragraph 1, the following point is inserted:

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"(aa) carrying out at least one of the activities referred to in Article 4(1), point 1), point (b), of Regulation (EU) No 575/2013 and meeting the threshold indicated in that Article without being granted authorisation as a credit institution."

14. Article 76, paragraph 5, sixth subparagraph, is repealed.

15. Article 86, paragraph 11, is amended to read:

"11. Competent authorities shall ensure that institutions have liquidity recovery plans with appropriate strategies and implementation measures to deal with any liquidity shortfalls, including in relation to branches established in another Member State. Competent authorities shall ensure that those plans are tested by the institutions at least once a year, updated on the basis of the results of the alternative scenarios referred to in paragraph 8, and reported to and approved by the senior management, so that internal policies and processes can be adjusted accordingly. Institutions shall take in advance the necessary operational steps to ensure that the liquidity recovery plans can be implemented immediately. Those operational steps shall include the possession of collateral that is immediately available for central bank financing. This includes the possession of collateral in another Member State's currency, if necessary, or a third-country currency, to which the institutions concerned have exposures, and if it is operationally necessary in a host country or third-country area, if the currency to which the institutions are exposed."

16. Article 110, paragraph 2, is repealed.

17. Article 111 is amended to read:

"Article 111 Determination of the consolidating supervisor

1. If the parent undertaking is a parent credit institution in a Member State or a parent credit institution in the Union, supervision at consolidated level shall be exercised by the competent authority that supervises that parent credit institution in a Member State or that parent credit institution in the Union at individual level. If a parent undertaking is a parent investment firm in a Member State or a parent investment firm in the Union, and if none of its subsidiaries is a credit institution, supervision at consolidated level shall be exercised by the competent authority that supervises that parent investment firm in the Member State or the parent investment firm in the Union at individual level. If the parent undertaking is a parent investment firm in a Member State or a parent investment firm in the Union, and at least one of its subsidiaries is a credit institution, supervision at consolidated level shall be exercised by the competent authority for the credit institution or, if there are several credit institutions, by the competent authority for the credit institution with the largest total balance sheet.

2. If a credit institution's or investment firm's parent undertaking is a financial holding company in a Member State, a mixed financial holding company in a Member State, a financial holding company in the Union or a mixed financial holding company in the Union, supervision at consolidated level shall be exercised by the competent authority that supervises the credit institution or investment firm at individual level.

3. If two or more credit institutions or investment firms, which have authorisation in the Union, have the same financial holding company in a Member State, mixed financial holding company in a Member State, financial holding company in the Union or mixed financial holding company in the Union, supervision at consolidated level shall be exercised by: (a) the competent authority for the credit institution, if there is only one credit institution in the group;

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(b) the competent authority for the credit institution with the largest total balance sheet, if there are several credit institutions in the group; (c) the competent authority for the investment firm with the largest total balance sheet, if the group does not include any credit institutions.

4. If consolidation is required in accordance with Article 18(3) or (6) of Regulation (EU) No 575/2013, supervision at consolidated level shall be exercised by the competent authority for the credit institution with the largest total balance sheet or, if the group does not include any credit institutions, by the competent authority for the investment firm with the largest total balance sheet.

5. Notwithstanding paragraph 1, third subparagraph, paragraph 3, point (b), and paragraph 4, where a competent authority supervises at individual level more than one credit institution in a group, the consolidating supervisor shall be the competent authority that supervises at individual level one or more credit institutions in the group, if the total balance sheet of those credit institutions subject to supervision is higher than the total balance sheet of the credit institutions supervised at individual level by any other competent authority. Notwithstanding paragraph 3, point (c), where a competent authority supervises at individual level more than one investment firm within the same group, the consolidating supervisor shall be the competent authority that supervises at individual level one or more investment firms within the group with the highest total balance sheet.

6. In specific cases, the competent authorities may, by common agreement, refrain from applying the criteria in paragraphs 1, 3 and 4 and designate another competent authority to exercise supervision at consolidated level, if it would be inappropriate to apply the criteria set out herein having regard to the credit institutions or investment firms concerned and the relative significance of their activities in the Member States concerned or the need to ensure continuity of the same competent authority's supervision at consolidated level. In that case, the parent institution in the Union, the financial holding company in the Union, the mixed financial holding company in the Union or the credit institution or investment firm with the largest total balance sheet, as appropriate, shall have the right to be heard before the competent authorities take a decision.

7. The competent authorities shall without delay notify the Commission and EBA of any agreement falling within paragraph 6."

18. Article 114, paragraph 1, first subparagraph, is amended to read:

"1. If an emergency arises, including a situation as described in Article 18 of Regulation (EU) No 1093/2010 or a situation with a negative development in the markets, which could potentially threaten market liquidity and the stability of the financial system in one of the Member States where entities in a group are granted authorisation, or where significant branches as referred to in Article 51 are established, the consolidating supervisor shall, as soon as practically possible, subject to Section VII, Chapter 1, Section 2, of this Directive and, where applicable, Section IV, Chapter 1, Section 2, of Directive (EU) 2019/2033, notify EBA and the authorities referred to in Article 58(4) and Article 59, and provide them with all information necessary for them to perform their tasks. Those obligations shall apply to all competent authorities."

19. The following changes are made to Article 116: (a) Paragraph 2 is amended to read:

"2. The competent authorities participating in supervisory colleges and EBA shall work closely together. The confidentiality requirements in Section VII, Chapter 1, Section II, of this Directive and, where applicable, Section IV, Chapter 1, Section 2, of Directive (EU) 2019/2033 shall not prevent the competent authorities from exchanging confidential information within supervisory colleges. The establishment of supervisory colleges and their functioning shall not affect the rights and responsibilities of the competent authorities under this Directive and Regulation (EU) No 575/2013."

(b) Paragraph 6, first subparagraph, is amended to read:

"6. The competent authorities responsible for the supervision of subsidiaries of a parent institution in the Union, a financial holding company in the Union or a mixed financial holding company in the Union and the competent authorities of a host country where significant branches as referred to in Article 51 are established, and, where necessary, ESCB central banks and third-country supervisory authorities, if relevant and subject to confidentiality requirements which, in the opinion of all competent authorities, correspond to the requirements in Section VII, Chapter 1, Section II, of this Directive and, where applicable, Section IV, Chapter 1, Section 2, of Directive (EU) 2019/2033, may participate in supervisory colleges."

(c) Paragraph 9, first subparagraph, is amended to read:

"9. The consolidating supervisor shall, subject to the confidentiality requirements in Section VII, Chapter 1, Section II, of this Directive and, where applicable, Section IV, Chapter 1, Section 2, of Directive (EU) 2019/2033, notify EBA of the supervisory college's activities, including in emergency situations, and provide EBA with all information of particular relevance for supervisory convergence."

20. Article 125, paragraph 2, is amended to read:

"2. Information received within the framework of supervision at consolidated level, including in particular any exchange of information between competent authorities in accordance with this Directive, shall be subject to a duty of confidentiality at least equivalent to that referred to in Article 53(1) of this Directive for credit institutions or in accordance with Article 15 of Directive (EU) 2019/2033."

21. Article 128, paragraph 5, is repealed.

22. Article 129, paragraphs 2, 3 and 4, are repealed.

23. Article 130, paragraphs 2, 3 and 4, are repealed.

24. Article 143, paragraph 1, point (d), is amended to read:

"(d) without prejudice to the provisions in Section VII, Chapter 1, Section II, of this Directive or, where applicable, the provisions in Section IV, Chapter 1, Section 2, of Directive (EU) 2019/2033, the aggregate statistical data on key aspects of the implementation of the prudential framework in each Member State, including the number and nature of supervisory measures taken in accordance with Article 102(1), point (a), of this Directive and of administrative sanctions imposed in accordance with Article 65 of this Directive."

Article 63 Amendments to Directive 2014/59/EU Directive 2014/59/EU is amended as follows:

1. Article 2(1), point 3), is amended to read:

"3) 'investment firm': an investment firm as defined in Article 4(1), point 22), of Regulation (EU) 2019/2033 of the European Parliament and of the Council, which is subject to the initial capital requirement set out in Article 9(1) of Directive (EU) 2019/2033 of the European Parliament and of the Council."

2. In Article 45, the following paragraph is added:

26 April 2026. 133 No. 467.

"3. In accordance with Article 65(4) of Regulation (EU) 2019/2033, references to Article 92 of Regulation (EU) No 575/2013 in this Directive, insofar as they concern own-funds requirements at individual level for investment firms referred to in Article 2(1), point 3), of this Directive, which are not investment firms referred to in Article 1(2) to (5) of Regulation (EU) 2019/2033, shall apply as follows: (a) references to Article 92(1), point (c), of Regulation (EU) No 575/2013 shall apply, insofar as they concern the total leverage ratio requirement in this Directive, as a reference to Article 11(1) of Regulation (EU) 2019/2033; (b) references to Article 92(3) of Regulation (EU) No 575/2013 shall apply, insofar as they concern total risk exposure in this Directive, as a reference to the applicable requirement in Article 11(1) of Regulation (EU) 2019/2033 multiplied by 12.5. In accordance with Article 65 of Directive (EU) 2019/2033, references in this Directive to Article 104a of Directive 2013/36/EU, insofar as they concern the requirement for additional own-funds for investment firms referred to in Article 2(1), point 3), of this Directive, which are not investment firms referred to in Article 1(2) or (5) of Regulation (EU) 2019/2033, shall apply as a reference to Article 40 of Directive (EU) 2019/2033."

Article 64 Amendments to Directive 2014/65/EU Directive 2014/65/EU is amended as follows:

1. Article 8, point (c), is amended to read:

"(c) no longer meets the conditions under which the authorisation was granted, such as compliance with the conditions of Regulation (EU) 2019/2033 of the European Parliament and of the Council."

2. Article 15 is amended to read:

"Article 15 Initial capital Member States shall ensure that competent authorities only grant authorisation if the investment firm has sufficient initial capital in accordance with the requirements of Article 9 of Directive (EU) 2019/2033 of the European Parliament and of the Council, taking into account the envisaged type of investment service or activity."

3. Article 41 is amended to read:

"Article 41 Granting of authorisation

1. The competent authority in the Member State where the third-country company has established or intends to establish a branch shall only grant authorisation if the competent authority is satisfied that: (a) the conditions in Article 39 are met, and (b) the branch of the third-country company will be able to comply with the provisions of paragraphs 2 and 3. The competent authority shall notify the third-country company of whether authorisation has been granted or not within a period of six months after the submission of a complete application.

2. The branch of the third-country company that is granted authorisation in accordance with paragraph 1 shall comply with the obligations laid down in Articles 16 to 20, 23, 24, 25 and 27, Article 28(1), and Articles 30, 31 and 32 of this Directive."

26 April 2026. 134 No. 467.

and Article 3-26 of Regulation (EU) No 600/2014 and measures adopted pursuant thereto, and are subject to supervision by the competent authority of the Member State where the authorization was granted.

Member States shall not impose additional organizational or operational requirements on the branch in areas covered by this Directive, and shall not treat branches of third-country companies more favorably than companies in the Union.

Member States shall ensure that the competent authorities notify ESMA each year of a list of branches of third-country companies that are active in their territory.

ESMA shall publish each year a list of third-country branches that are active in the Union, including the names of the third-country companies to which the branches belong.

3. A branch of a third-country company authorized pursuant to paragraph 1 shall report the following information annually to the competent authority referred to in paragraph 2:

a) the size and scope of the services provided and activities carried out by the branch in the relevant Member State;

b) for third-country companies carrying out the activity referred to in Annex I, Section A, point 3), their monthly minimum, average and maximum exposure to EU counterparties;

c) for third-country companies providing one or both of the services referred to in Annex I, Section A, point 6), the total value of financial instruments originating from EU counterparties for which sales guarantees have been given, or which have been placed based on a firm commitment within the preceding 12 months;

d) the turnover and total value of assets corresponding to the services and activities referred to in point (a);

e) a detailed description of the investor protection schemes available to the branch's customers, including those customers' rights resulting from the investor guarantee scheme referred to in Article 39(2)(f);

f) the risk management policy and risk management arrangements used by the branch in connection with the services and activities referred to in point (a);

g) governance arrangements, including persons with key functions in relation to the branch's activities;

h) any other information that the competent authority considers necessary to enable comprehensive monitoring of the branch's activities.

4. Upon request, the competent authorities shall provide ESMA with the following information:

a) all authorizations granted to branches authorized in accordance with paragraph 1, and any subsequent changes to such authorizations;

b) the size and scope of the services provided and activities carried out by branches in the relevant Member State;

c) the turnover and total assets corresponding to the services and activities referred to in point (b);

d) the names of the third-country groups to which the authorized branches belong.

5. The competent authorities referred to in paragraph 2 of this Article, the competent authorities for entities that are part of the same group as the third-country companies whose branches are authorized in accordance with paragraph 1, as well as ESMA and EBA, shall cooperate closely to ensure that all activities of this group in the Union are subject to comprehensive, consistent and effective supervision in accordance with this Directive, Regulation (EU) No 575/2013, Regulation (EU) No 600/2014, Regulation (EU) 2019/2033, Directive 2013/36/EU and Directive (EU) 2019/2033.

6. ESMA shall draft implementing technical standards to specify the format in which the information referred to in paragraphs 3 and 4 shall be reported.

26 April 2026. 135 No. 467.

ESMA shall submit these draft implementing technical standards to the Commission by 26 September 2020 at the latest.

The Commission is empowered to supplement this Directive by adopting the implementing technical standards referred to in the first subparagraph in accordance with Article 15 of Regulation (EU) No 1095/2010.

4. Article 42 is amended as follows:

'Article 42

Provision of services and activities exclusively at the client's own initiative

1. Member States shall ensure that when a retail client or a professional client as referred to in Annex II, Section II, established or located in the Union, initiates the provision of an investment service or activity from a third-country company exclusively on its own initiative, the authorization requirement in Article 39 shall not apply to the third-country company's provision of that service or activity to that person, including any relationship specifically related to the provision of that service or activity.

2. If a third-country company, including through an entity acting on its behalf, or having close links to that third-country company or any other person acting on behalf of that entity, contacts customers or potential customers in the Union, this shall not be considered a service provided exclusively at the client's own initiative, save for intragroup relationships.

3. An initiative from a client as referred to in paragraph 1 shall not entitle the third-country company to market new categories of investment products or services to that client other than through a branch, where required by national law.'

5. Article 49(1) is amended as follows:

'1. Member States shall require regulated markets to use tick size schemes for shares, depositary receipts, exchange-traded funds (ETFs), certificates and other similar financial instruments, and for any other financial instrument for which regulatory technical standards are developed in accordance with paragraph 4. The application of tick sizes shall not prevent regulated markets from matching orders that are large at the mid-price of current buy and sell prices.'

6. Article 81(3)(a) is amended as follows:

'(a) to verify that the conditions for access to the activity of an investment firm are met, and to facilitate supervision of the investment firms' activities, administrative and accounting practices, and internal control mechanisms.'

7. The following Article is inserted:

'Article 95a

Transitional provision on the notification of authorization to credit institutions as defined in Article 4(1)(1)(b) of Regulation (EU) No 575/2013

The competent authorities shall notify the competent authority referred to in Article 8 of Directive 2013/36/EU if the expected total assets of an entity that has applied for authorization under Section II of this Directive before 25 December 2019 for the purpose of carrying out the activities referred to in points 3) and 6) of Section A of Annex I amount to or exceed EUR 30 billion, and shall notify the applicant thereof.'

26 April 2026. 136 No. 467.

SECTION VIII FINAL PROVISIONS

Article 65

References to Directive 2013/36/EU in other EU acts

As regards the supervision and resolution of investment firms, references to Directive 2013/36/EU in other EU acts shall be construed as references to this Directive.

Article 66

Review

The Commission shall submit to the European Parliament and the Council, in close cooperation with EBA and ESMA, by 26 June 2024 at the latest a report, accompanied if necessary by a legislative proposal, on the following:

a) the remuneration provisions in this Directive and Regulation (EU) 2019/2033, and in Directives 2009/65/EC and 2011/61/EU, with a view to achieving a level playing field for all investment firms active in the Union, including the application of those provisions;

b) the appropriateness of the reporting and disclosure requirements in this Directive and Regulation (EU) 2019/2033, taking into account the principle of proportionality;

c) an assessment, taking into account the report by EBA referred to in Article 35 and the classification of sustainable finance, on whether:

(i) ESG risks should be taken into account in the internal governance of an investment firm;

(ii) ESG risks should be taken into account in the remuneration policy of an investment firm;

(iii) ESG risks should be taken into account in the treatment of risks;

(iv) ESG risks should be included in the supervisory review and evaluation process;

d) the effectiveness of the information exchange arrangements under this Directive;

e) the cooperation between the Union and Member States and third countries on the application of this Directive and Regulation (EU) 2019/2033;

f) the implementation of this Directive and Regulation (EU) 2019/2033 for investment firms based on their legal structure or ownership model;

g) the potential of investment firms to pose a risk of disruption to the financial system with serious negative consequences for the financial system and the real economy, and suitable macroprudential tools to address such risk and replace the requirements in Article 36(1)(d) of this Directive;

h) the conditions under which the competent authorities may, in accordance with Article 5 of this Directive, apply the requirements of Regulation (EU) No 575/2013 to investment firms.

Article 67

Implementation

1. Member States shall adopt and publish by 26 June 2021 at the latest the laws, regulations and administrative provisions necessary to comply with this Directive. They shall immediately inform the Commission thereof.

They shall apply those provisions from 26 June 2021. However, Member States shall apply the provisions necessary to comply with Article 64(5) from 26 March 2020.

Those provisions shall, when adopted, contain a reference to this Directive or be accompanied by such a reference on the occasion of their official publication. Member States shall determine how such reference is to be made.

26 April 2026. 137 No. 467.

2. From the date of entry into force of this Directive, Member States shall ensure that the Commission is informed of any draft regulatory acts they plan to adopt in the area governed by this Directive in sufficient time to enable the Commission to submit its observations.

3. Member States shall communicate to the Commission and to EBA the text of the national provisions which they adopt in the area governed by this Directive.

If the documents accompanying the Member States' notification of implementation measures are not sufficient to fully assess the compliance of the implementing provisions with certain provisions of this Directive, the Commission may, at the request of EBA and for the purpose of carrying out its tasks under Regulation (EU) No 1093/2010, or on its own initiative, require Member States to provide more detailed information on the implementation of those provisions and of this Directive.

Article 68

Entry into force

This Directive shall enter into force on the twentieth day following that of its publication in the Official Journal of the European Union.

Article 69

Addressees

This Directive is addressed to the Member States.

Done at Strasbourg, 27 November 2019.

For the European Parliament For the Council The President The President D. M. SASSOLI T. TUPPURAINEN

26 April 2026. 138 No. 467.

1. OJ C 378, 19.10.2018, p. 5.
2. OJ C 262, 25.7.2018, p. 35.
3. Position of the European Parliament of 16.4.2019 (not yet published in the OJ) and Decision of the Council of 8.11.2019.
4. Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012 (OJ L 176, 27.6.2013, p. 1).
5. Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC (OJ L 176, 27.6.2013, p. 338).
6. Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU (OJ L 173, 12.6.2014, p. 349).
7. Regulation (EU) No 1093/2010 of the European Parliament and of the Council of 24 November 2010 establishing a European Supervisory Authority (European Banking Authority), amending Decision No 716/2009/EC and repealing Commission Decision 2009/78/EC (OJ L 331, 15.12.2010, p. 12).
8. Regulation (EU) No 1095/2010 of the European Parliament and of the Council of 24 November 2010 establishing a European Supervisory Authority (European Securities and Markets Authority), amending Decision No 716/2009/EC and repealing Commission Decision 2009/77/EC (OJ L 331, 15.12.2010, p. 84).
9. 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) (OJ L 119, 4.5.2016, p. 1).
10. Regulation (EU) 2018/1725 of the European Parliament and of the Council of 23 October 2018 on the protection of natural persons with regard to the processing of personal data by the Union institutions, bodies, offices and agencies and on the free movement of such data, and repealing Regulation (EC) No 45/2001 and Decision No 1247/2002/EC (OJ L 295, 21.11.2018, p. 39).
11. Regulation (EU) 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms and amending Regulations (EU) No 1093/2010, (EU) No 575/2013, (EU) No 600/2014 and (EU) No 806/2014 (see page 2019/2033 in this OJ).
12. Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS) (OJ L 302, 17.11.2009, p. 32).
13. Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No 1060/2009 and (EU) No 1095/2010 (OJ L 174, 1.7.2011, p. 1).
14. Directive 2014/59/EU of the European Parliament and of the Council of 15 May 2014 establishing a framework for the recovery and resolution of credit institutions and investment firms and amending Council Directive 82/891/EEC and Directives 2001/24/EC, 2002/47/EC, 2004/25/EC, 2005/56/EC, 2007/36/EC, 2011/35/EU, 2012/30/EU and 2013/36/EU, and Regulations (EU) No 1093/2010 and (EU) No 648/2012 (OJ L 173, 12.6.2014, p. 190).
15. OJ L 123, 12.5.2016, p. 1.
16. OJ C 369, 17.12.2011, p. 14.
17. Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013 on the annual financial statements, consolidated financial statements and related reports of certain types of undertakings, amending Directive 2006/43/EC and repealing Council Directives 78/660/EEC and 83/349/EEC (OJ L 182, 29.6.2013, p. 19).
18. Regulation (EC) No 1606/2002 of the European Parliament and of the Council of 19 July 2002 on the application of international accounting standards (OJ L 243, 11.9.2002, p. 1).
19. Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No 648/2012 (OJ L 173, 12.6.2014, p. 84).
20. Directive (EU) 2019/878 of the European Parliament and of the Council of 20 May 2019 amending Directive 2013/36/EU as regards exempted entities, financial holding companies, mixed financial holding companies, remuneration, supervisory measures and powers and capital conservation measures (OJ L 150, 7.6.2019, p. 253).
21. Directive 2002/87/EC of the European Parliament and of the Council of 16 December 2002 on the supplementary supervision of credit institutions, insurance undertakings and investment firms in a financial conglomerate and amending Council Directives 73/239/EEC, 79/267/EEC, 92/49/EEC, 92/96/EEC, 93/6/EEC and 93/22/EEC and Directives 98/78/EC and 2000/12/EC of the European Parliament and of the Council (OJ L 35, 11.2.2003, p. 1).
22. Regulation (EU) No 1092/2010 of the European Parliament and of the Council of 24 November 2010 on European Union macro-prudential oversight of the financial system and establishing a European Committee for Systemic Risk (OJ L 331, 15.12.2010, p. 1).
23. Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories (OJ L 201, 27.7.2012, p. 1).
24. Directive 2006/43/EC of the European Parliament and of the Council of 17 May 2006 on statutory audits of annual accounts and consolidated accounts, amending Council Directives 78/660/EEC and 83/349/EEC and repealing Directive 84/253/EEC (OJ L 157, 9.6.2006, p. 87).
25. Directive (EU) 2015/849 of the European Parliament and of the Council of 20 May 2015 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing, amending Regulation (EU) No 648/2012 of the European Parliament and of the Council, and repealing Directive 2005/60/EC of the European Parliament and of the Council and Commission Directive 2006/70/EC (OJ L 141, 5.6.2015, p. 73).
26. Commission Recommendation 2009/384/EC of 30 April 2009 on remuneration policies in the financial sector (OJ L 120, 15.5.2009, p. 22). *) Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012 (OJ L 176, 27.6.2013, p. 1). **) Regulation (EU) 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms and amending Regulations (EU) No 1093/2010, (EU) No 575/2013, (EU) No 600/2014 and (EU) No 806/2014 (OJ L 314, 5.12.2019, p. 64). ***) Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC (OJ L 176, 27.6.2013, p. 338).

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) Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU (OJ L 173, 12.6.2014, p. 349).

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*) Directive (EU) 2019/2033 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 (OJ L 314, 5.12.2019, p. 64).

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**) Regulation (EU) 2019/2033 of … on prudential requirements for investment firms and amending Regulations (EU) No 1093/2010, (EU) No 575/2013, (EU) No 600/2014 and (EU) No 806/2014 (OJ L 314, 5.12.2019, p. 64). +) Regulation (EU) 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms and amending Regulations (EU) No 1093/2010, (EU) No 575/2013, (EU) No 600/2014 and (EU) No 806/2014 (OJ L 314, 5.12.2019, p. 64). 26 April 2026. 139 No. 467. ++) Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No 648/2012 (OJ L 173, 12.6.2014, p. 84). +++ ) Regulation (EU) 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms and amending Regulations (EU) No 1093/2010, (EU) No 575/2013, (EU) No 600/2014 and (EU) No 806/2014 (OJ L 314, 5.12.2019, p. 1). +++ ++) Directive (EU) 2019/2033 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 (OJ L 314, 5.12.2019, p. 64). ÷) Regulation (EU) 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms and amending Regulations (EU) No 1093/2010, (EU) No 575/2013, (EU) No 600/2014 and (EU) No 806/2014 (OJ L 314, 5.12.2019, p. 1). ÷÷) Directive (EU) 2019/2033 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 (OJ L 314, 5.12.2019, p. 64). ÷÷÷) Regulation (EU) 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms and amending Regulations (EU) No 1093/2010, (EU) No 575/2013, (EU) No 600/2014 and (EU) No 806/2014 (OJ L 314, 5.12.2019, p. 64). ÷÷÷ ÷) Directive (EU) 2019/2033 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 (OJ L 314, 5.12.2019, p. 64). 26 April 2026. 140 No. 467.