PS25/13: The MiFID Organisational Regulation

Policy Statement PS25/13 The MiFID Organisational Regulation October 2025

This relates to Consultation Paper 24/24 and Chapter 4 of CP24/11 which is available on our website at www.fca.org.uk/publications Email: cp24-24@fca.org.uk All our publications are available to download from www.fca.org.uk. Request an alternative format Please complete this form if you require this content in an alternative format. Or call 0207 066 1000 Sign up for our news and publications alerts See all our latest press releases, consultations and speeches.

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Contents Chapter 1 Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page 4 Chapter 2 The wider context . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page 7 Chapter 3 Restating the MiFID Org Regulation in our rules . . . . . . . . . . . . . Page 11 Chapter 4 Feedback to CP24/11- changes to the retail conduct rules due to MiFID Org Reg amendments . . . . . . . . . . . . . . . . . . . . . . . . Page 23 Annex 1 Compatibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page 26 Annex 2 List of non-confidential respondents . . . . . . . . . . . . . . . . . . . . . Page 29 Annex 3 Abbreviations used in this paper . . . . . . . . . . . . . . . . . . . . . . . . Page 30 Annex 4 Derivation and Changes Table . . . . . . . . . . . . . . . . . . . . . . . . . . Page 33 Appendix 1 Made rules (legal instrument)

4 Chapter 1 Summary 1.1 This Policy Statement (PS) responds to feedback to Consultation Paper (CP) 24/24. In that CP we outlined our proposal to transfer the firm-facing requirements of the Markets in Financial Instruments Directive Organisational Regulation (MiFID Org Reg) (Commission Delegated Regulation (EU) 2017/565) into FCA Handbook rules. 1.2 This PS also responds to feedback to Chapter 4 CP24/11. In this CP we consulted on removing Conduct of Business Sourcebook (COBS) 16A.4.3UK so it no longer applies as a rule to optional exempt (Article 3) firms, in line with MiFID firms. We also consulted on amending the definition of ‘durable medium’ in the Glossary to make electronic communications the default mode of communication with retail clients. CP24/24 1.3 We proposed keeping the substance of the MiFID Org Reg requirements the same in the first instance, without any policy or scope changes. Most of the changes that have been made are to reflect our Handbook drafting style and to clarify drafting where possible. The few exceptions are set out in the derivation and changes table in Annex 4. 1.4 Provisions we are not replacing in regulatory rules will either be re-stated or repealed by His Majesty’s Treasury (the Treasury). 1.5 Most respondents agreed with our approach and we are finalising the rules largely as consulted on. 1.6 In CP24/24 we also asked how we can subsequently make improvements to the regime. We received a number of suggestions and intend to take these forward over time. We see significant opportunity to enhance the regime. 1.7 In November we will publish a consultation to streamline conflicts of interest requirements and to modernise client categorisation rules. Chapter 2 sets out our next steps in more detail. 1.8 In July, the Treasury laid a Statutory Instrument, The Markets in Financial Instruments (Miscellaneous Amendments) Regulations 2025 (the Statutory Instrument), to restate, with modifications, certain provisions of the MiFID Org Reg which do not relate to firm￾facing requirements. This was signed into legislation in September. 1.9 The Treasury anticipates laying its second Statutory Instrument to revoke the MiFID Org Reg requirements ahead of 23 October 2025 commencement. If the commencement order is not made, we will consider delaying or revoking these rules. 1.10 The Prudential Regulation Authority (PRA) has also consulted separately on restating relevant firm-facing provisions in the MiFID Org Reg, into PRA rules.

5 1.11 The Treasury, FCA and PRA have agreed that the Statutory Instrument and changes to the FCA and PRA rulebooks will all commence, along with the revocation of the MiFID Org Reg on 23 October 2025. 1.12 We could not consult on any changes to the Perimeter Guidance Manual (PERG) until the Treasury published legislation to amend the Regulated Activities Order (RAO) which would apply once the MiFID Org Reg was revoked. This Statutory Instrument was laid in July, amending the RAO. Consequently, we consulted on the related changes to PERG via quarterly CP25/24 in September 2025. CP24/11 1.13 In this CP we consulted on removing the requirement to report a 10% drop in portfolio value to a retail client from Conduct of Business Sourcebook (COBS) 16A.4.3UK so it no longer applies as a rule to optional exempt (Article 3) firms, in line with MiFID firms. This will come into effect on 23 October 2025. 1.14 We also consulted on amending the definition of ‘durable medium’ in the Glossary to make electronic communications the default mode of communication with retail clients in relation to the relevant requirements deriving from the MiFID Org Reg, reflecting changes previously made to the MiFID Org Reg. This will come into effect on 12 January 2026. 1.15 So firms can see all relevant information in one place, we have incorporated all these changes into the instrument in Appendix 1. Chapter 4 sets out the feedback to CP24/11 and our response. Again, most respondents agreed with our approach and we are finalising the rules largely as consulted on. Summary of feedback 1.16 We received 5 responses to CP24/24. All agreed with our general approach of restating the obligations in the MiFID Org Reg in our Handbook with no policy change. 1.17 Most feedback related to specific provisions or rules where respondents felt our proposed drafting had inadvertently expanded the scope of rules or definitions. The tables in Chapter 3 summarise the feedback, grouped by Sourcebook, together with our response. 1.18 One respondent provided feedback on our proposals for Consumer Composite Investments (CCIs) disclosures. We are considering this with the feedback on the CCIs regime and Articles 50 and 51 of the Org Reg. 1.19 As we have finalised the requirements, we have made a small number of minor changes to improve clarity or accuracy. Any changes that are more than minor drafting clarifications, for example, changes as a result of changes to other rules or legislation, are explained in Chapter 3. 1.20 We received 3 responses to CP24/11, which all supported deleting COBS 16A.4.3UK.

6 1.21 Two respondents agreed with our proposed amendments to the durable medium Glossary definition. However, one respondent felt that it was burdensome for firms to inform customers upfront that they may receive relevant information on paper. They would prefer to only provide paper copies when the customer pro-actively requests it. 1.22 All respondents agreed that 3 months was sufficient time for firms to adjust to the changes in the durable medium definition. Who this affects 1.23 The rules and guidance in this PS affect a wide range of firms that the FCA authorises, regulates and recognises. It also affects certain persons not requiring authorisation but who are subject to obligations under Directive 2014/65/EU of the European Parliament and of the Council (MiFID II). Some firms are also authorised and regulated by the PRA. These include: • MiFID investment firms including credit institutions and collective portfolio management investment firms. • MiFID optional exemption ‘Article 3’ firms. • Third country firms. • Undertakings for Collective Investment in Transferrable Securities (UCITS) managers. • Residual Collective Investment Scheme (CIS) operators and small authorised UK Alternative Investment Fund Managers (AIFMs). • Occupational Pension Scheme (OPS) firms. • Recognised investment exchanges (RIEs). Next steps 1.24 The rules in this instrument will come into force on 23 October 2025. The PRA’s instrument to replace the MiFID Org Reg and the Treasury’s Statutory Instrument to revoke the MiFID Org Reg will also come into force on this date. 1.25 The changes to the durable medium definition will come into force 3 months after publication of the final rules on 12 January 2026. The removal of COBS 16A.4.3UK will come into force at the same time as the rest of the MiFID Org Reg transfer. 1.26 As we are re-stating the existing MiFID Org Reg requirements in our rules with no policy change, firms can continue to follow the MiFID Org Reg requirements as they do currently. However, where firms are updating their internal references in the regular course of business, they may need to reflect the new location of the rules.

7 Chapter 2 The wider context 2.1 This chapter provides information on the MiFID Org Reg and its scope. 2.2 This chapter also highlights other, relevant initiatives that are likely to interact with the revocation of the MiFID Org Reg and initiatives we are considering now that the MiFID Org Reg is in our handbook. MiFID Org Reg 2.3 The MiFID Org Reg was adopted in 2017 and supplemented the regulatory framework established by MiFID II. It sets out detailed requirements for firms and contains key conduct and systems and controls obligations for investment firms such as retail platforms, portfolio managers, and wholesale brokers. The regulation is broad in scope, covering: • client categorisation • disclosure • suitability • reporting to clients • best execution • investment research • conflicts of interest • business continuity plans • outsourcing • control procedures and security mechanisms • risk, compliance and internal audit functions • remuneration policies • telephone taping 2.4 In 2018, when implementing MiFID II, we replicated parts of the MiFID Org Reg in the FCA Handbook for certain sourcebooks so that firms could see all the relevant MiFID requirements in one place. So, many firm-facing requirements of the MiFID Org Reg already appear in various parts of the FCA Handbook, including the: • Conduct of Business sourcebook (COBS) • Senior Management Arrangements, Systems and Controls sourcebook (SYSC) • Market Conduct sourcebook (MAR) • Recognised Investment Exchanges sourcebook (REC) • Dispute Resolution sourcebook (DISP) 2.5 As such, many changes we have made designate those copied out requirements as rules and align the language with our Handbook style.

8 2.6 We are also making consequential changes to update references to MiFID Org Reg Articles or Handbook rules, including in the: • Client Assets sourcebook (CASS) • Decision Procedure and Penalties Manual (DEPP) • Disclosure Guidance and Transparency Rules sourcebook (DTR) • General Provisions (GEN) • Professional Firms sourcebook (PROF) • Supervision Manual (SUP) • The MiFID 2 Onshoring Guide (M2G) • Training and Competence sourcebook (TC) • PISCES sourcebook (PS) 2.7 The detailed changes to the Handbook are set out in Appendix 1. MiFID Org Reg Discussion Chapter 2.8 In CP24/24, we included a discussion chapter, Chapter 4, seeking feedback on improvements we could make, over time, to EU derived conduct and organisational rules. Considering our secondary international competitiveness and growth objective, we also identified areas where we could potentially introduce greater flexibility in our rules to allow for future market developments and innovation. 2.9 We received positive feedback on rationalising the SYSC 10 conflicts of interest rules and modernising the COBS 3 rules on client categorisation. We will shortly publish a consultation with proposals to address this feedback. 2.10 We will consider other feedback to the discussion chapter in line with our full work programme in response to the Consumer Duty Call for Input. We will continue to consider opportunities to refine our approach across investment firms over the longer￾term through our usual rule making process, including the initiatives below. Consumer Access to Investments 2.11 We plan to publish an engagement paper on consumer access to investments and the associated regulatory framework, and whether our standards are proportionate to the risks associated with different investments. This supports our 5 year strategy where we commit to support growth and help consumers. 2.12 We will ask for views to help ensure the regulatory framework is delivering an appropriate degree of regulatory protection and has regard to our secondary objective to facilitate growth. We will consider whether changes should be made to certain MiFID derived rules such as the appropriateness assessment, which we sought general feedback on in the discussion chapter of CP24/24.

9 Disclosure Framework– Consumer Composite Investments (CCIs) 2.13 We consulted in CP24/30 and CP25/9 on a new product information framework to replace the Packaged Retail and Insurance-based Investment Products (PRIIPS) Regulation and the Undertakings for Collective Investment in Transferable Securities (UCITS) disclosure requirements. We have proposed a flexible regime that prioritises good consumer outcomes through empowering consumers to make effective, timely and properly informed decisions, and enables firms to tailor their communications to meet consumers’ needs. We plan to publish final rules later this year. 2.14 Articles 50 and 51 of the MiFID Org Reg relate to disclosure of costs and charges information to investors. In CP25/9 we proposed changes to Article 50 and the deletion of Article 51, seeking to align pre- and post-sale product cost disclosures for CCIs in the Product Disclosure Sourcebook (DISC) and COBS. This will ensure cost disclosure is consistent for retail investors across the consumer journey. It will also simplify the requirements for firms. 2.15 We did not propose wider changes to MiFID derived cost disclosure requirements. However, we asked a question on this in the discussion chapter on CP24/24 and will consider the feedback received as part of future work. 2.16 As changes to Articles 50 and 51 were consulted on as part of our proposals for CCIs, this PS does not include feedback on these Articles. We will finalise changes to Articles 50 and 51 alongside our final rules on CCIs, considering feedback to CP24/24, CP24/30, and CP25/9. The changes to the Handbook set out in Appendix 1, preserve Articles 50 and 51 in their current form pending completion of our work on the replacement retail disclosure regime. 2.17 We have, however, amended the text of Articles 50 and 51 in the Handbook (at COBS 6.1ZA.14R and 14.4A.11R respectively) to reflect the changes made to these Articles by the Packaged Retail and Insurance-based Investment Products (Retail Disclosure) (Amendment) Regulations 2024. These changes came into force on 22 November 2024 and broadly sought to exclude costs of manufacturing and managing shares in an investment trust from cost disclosure requirements in the MiFID Org Reg, until the introduction of the CCIs regime. The Advice Guidance Boundary Review (AGBR) 2.18 In June, we published CP25/17 setting out our proposals to close the advice gap by enabling firms to provide a new form of support: targeted support in pensions and investments. These proposals will enable firms to provide suggestions designed for groups of consumers with common characteristics to help them make financial decisions. This consultation also set out our early thinking and direction of travel on simplified advice and clarifying the advice guidance boundary. We also recently published CP25/26 consulting on additional consequential amendments to our rules to ensure that our targeted support proposals work with the existing requirements. 2.19 COBS 9A sets out the key requirements relating to the provision of investment advice. We have proposed that the provision of targeted support be subject to a bespoke set of rules. However, under our proposals firms providing targeted support will still need to

10 consider whether their targeted support service falls within the scope of MiFID activity. To the extent that targeted support relates to financial instruments, it is likely to be within the scope of investment services regulated under MiFID. For this reason, beyond the core targeted support rules and as is the case with investment advice today, firms will need to consider whether their targeted support amounts to MiFID-scope business in determining the broader Handbook rules which apply to them. Revising the definition of Systematic Internalisers (SIs) 2.20 In CP23/32, we consulted on shifting from a quantitative to a qualitative regime for determining which firms are SIs. Completing this shift requires changes to our Handbook. We covered the finalisation of this in Chapter 8 of PS24/14, and the repeal of Articles 12 to 16ZA and 17 of the MiFID Org Reg, which set quantitative thresholds for SI determination across different asset classes. The changes to the SI definition in the UK Markets in Financial Instrument Regulations (MiFIR), as included in FSMA 2023 (but not yet commenced), provide the foundation for the UK to adopt this qualitative approach to SI determination. 2.21 Under the Financial Services and Markets Act 2023 (Commencement No.8) Regulations 2024, the new legislative definition of an SI will take effect on 1 December 2025. The supporting changes to the Handbook adopted in PS24/14 will also take effect on 1 December 2025, drawing together the strands of the new framework. Private Intermittent Securities and Capital Exchange System (PISCES) interaction 2.22 Neither the Treasury’s Statutory Instrument to revoke the MiFID Org Reg, nor the FCA’s replacement rules, change the position for a Pisces operator in relation to the operation of a Pisces. As a result, the MiFID Org Reg continues to apply in a modified form for the purposes of the Pisces sandbox, as provided for by the Pisces Sandbox regulations. We will add guidance to the Pisces sourcebook to explain this.

11 Chapter 3 Restating the MiFID Org Regulation in our rules 3.1 This chapter outlines our responses to feedback received on the restatement of the MiFID Org Reg in our Handbook. For simplicity and clarity this chapter will predominantly explain the feedback to our consultation and our response. For more detail on the approach we took at consultation to transferring the requirements for each sourcebook and the rationale for any specific amendments made, see CP24/24. 3.2 Beyond the feedback received and addressed here, when finalising our rules, we have made a small number of minor drafting changes to the instrument on which we consulted. These have been made to improve clarity and accuracy and do not change the policy and where relevant are highlighted in this chapter. Our approach 3.3 In CP24/24 we explained that we intended to restate the firm-facing obligations from the MiFID Org Reg in our Handbook with no policy changes and to maintain the current scope of application of our rules to MiFID and non-MiFID business. This included maintaining the current application of the provisions of the MiFID Org Reg to third country firms and Article 3 firms as well as to certain non-MiFID services and investments. All respondents agreed with this approach. 3.4 One respondent asked why Articles 18-20 were not addressed in the derivations table. Articles 18-20 of the MiFID Org Reg are addressed in the Treasury’s SI, which amends Schedule 3 to the RAO. These articles will be revoked on 23 October. These articles help define the scope of activities covered by MiFID so are no longer needed once the rules are restated in our Handbook. Consequently, we are not re-stating them in our Handbook and are not including them in the derivations and changes table in Annex 4. Summary of derivation and changes table 3.5 Below we provide a high-level summary of the derivations table in Annex 4. This broadly outlines where we have transferred each of the firm-facing obligations of the MiFID Org Reg into our Handbook.

12 Handbook Location MiFID Org Reg Article Provisions proposed to be re-stated in the Handbook Our general approach (with some limited exceptions, as explained in Annex 4) has been to restate the relevant requirement in the Handbook with changes to reflect Handbook drafting style and to simplify or clarify drafting where possible, without making policy changes. Where possible, we have relied on existing Handbook provisions, such as in the Glossary, to effect the transfer of relevant provisions of the MiFID Org Reg. The application provisions in Articles A1 and 1 of the MiFID Org Reg are given effect through the application provisions of relevant Handbook sourcebooks. Glossary Articles 2, 3, 16a, 28, 36(1), 77 and 78(3) SYSC Articles 21 - 25, 27, 30 - 35, 72, 76 and Annex I COBS Articles 29, 36 - 61, 63 - 71, 73 - 75, Annex I, Annex II and Annex IV MAR Articles 78 - 79 and Annex III MAR and REC Articles 81(1) and 82 DISP Article 26, Annex I Provisions not proposed to be re-stated in the Handbook These are generally provisions which do not impose requirements on firms (not ‘firm-facing’ requirements), such as those relating to scope and powers. These provisions are either already incorporated in UK law (such as the Regulated Activities Order) or have been re-stated or repealed by the Treasury. Articles 4 to 11 (relate to the perimeter and are already accommodated in the RAO) Articles 12 - 16ZA, 17,18,20, 81(2) Articles 83 – 89 (not re-stated as part of this exercise) Recitals 3.6 For recitals already replicated in our Handbook either partially or in full, we proposed maintaining them as guidance, marked by the abbreviation ‘G’ and have removed references to the MiFID Org Reg and other parts of assimilated law. We did not propose keeping any other recitals. 3.7 All respondents agreed with this approach. One respondent asked that we consider other recitals that could be transposed across from the MiFID Org Reg. For example, they suggested that recitals 97 and 98 could be incorporated as guidance in COBS 11. 3.8 We have retained the previously transposed recitals as guidance. We have reviewed the other recitals and have amended COBS 16A.3.1R (6)(e) to reflect Recital 97 on reporting to clients. 3.9 We are not transposing any other recitals from the MiFID Org Reg into the Handbook as we want to simplify and shorten the Handbook and we do not think that including additional recitals as guidance would greatly increase the clarity.

13 Senior Management Arrangements, Systems and Controls sourcebook (SYSC) 3.10 We proposed incorporating Articles 21-25, 27, 30-35, 72 and 76 from the MiFID Org Reg into the relevant Chapters in SYSC as rules by: • Creating a new SYSC rule where the wording of the provision of the MiFID Org Reg differed from existing SYSC provisions; • Adjusting the drafting of existing SYSC rules to align with the relevant MiFID Org Reg provision; or • Aligning Handbook terminology to the equivalent terms in the table in SYSC 1 Annex 1 2.8AR(2) and maintaining the longstanding concept of common platform firm. 3.11 We have maintained some technical differences between the current SYSC 10 rules, derived from different EU regimes, and the MiFID Org Reg provisions. We will shortly publish a consultation which will consider how we can rationalise SYSC 10. 3.12 The table below outlines feedback to this section of the CP and our response. Feedback received Our response In MIFIDPRU 7.1.3 the table refers to changes in SYSC. It was suggested that SYSC 7.1.6R has changed the reference to ‘investment services and activities’ in MiFID Org Reg Article 23(2) to ‘designated investment business’, which is wider in scope. There has been no change to the scope or policy. In SYSC 7.1.6R where the words ‘investment services and activities’ have been replaced with ‘designated investment business’ this is the result of the adaption to Handbook terminology following the list of equivalent terms in the table in SYSC 1 Annex 1 2.8AR(2). This table shows where the words ‘investment service’ and ‘investment services and activities’ have the meaning of ‘designated investment business’. In SYSC 7.1.7R, the restatement of Article 23(2) (second paragraph) states that firms must have risk management policies and procedures in place that satisfy specified rule requirements and are ‘consistently effective’. The phrase ’are consistently effective’ may be a change in scope or policy. We have restricted the application of the words ’are consistently effective’ to an operator of an electronic system in relation to lending. We have made amendments to SYSC 7.1.7R to reflect this change. In SYSC 8.1.6-AR, the restatement of We have deleted the wording of ’any relevant’ Article 31(1) includes additional wording services and activities” from SYSC 8.1.6-AR that may extend the scope to ‘any relevant and replaced this with ’critical or important services and activities’. operational functions’.

14 Feedback received Our response In SYSC 8.1.8R(9), the requirement for access to the premises of the service provider does not include the phrase ’where necessary for the purpose of effective oversight in accordance with this article’, as stated in MiFID Org Reg Article 31(2)(i). We have added text to SYSC 8.1.8R(9) to include this and to align with MiFID Org Reg Article 31(2) (i). In SYSC 8.1.10R, there is an incorrect cross- We have corrected this minor error in SYSC reference to SYSC 8.1.11-AR, it should be to 8.1.11-AR which should refer to SYSC 8.1.11-AG SYSC 8.1.11-CR. as the reference in SYSC 8.1.10R should cover all the provisions that incorporate Articles 31 and 32 of the MIFID Org Reg. In SYSC 9.1.1BR(1), a reference is made to SYSC 10.1.6-AR, which does not appear and is not included in this transposition exercise. We have corrected the reference in SYSC 9.1.1BR(1) to read SYSC 10.1.6R and SYSC 10.1.6- AAR to correct this small error. In SYSC 9.1.2-AR(4), we may have incorrectly transposed MiFID Org Reg Article 72(1)(d). The text should read ‘IT systems or any other efficient technology exploitation’. Article 72(1)(d) of the MiFID Org Reg states that: ‘it allows IT or any other efficient exploitation when the analysis of the data cannot be easily carried out due to the volume and the nature of the data’. We used the word ’technology’ instead of ’exploitation’ as we considered it was more appropriate in this context. However, we have added some additional explanation to further clarify. This includes replacing the sentence ‘it must allow IT systems or any other efficient technology when the analysis of the data cannot be easily carried out due to the volume and the nature of the data’ with ’it must allow the use of IT systems or any other efficient technology when the analysis of the data cannot be easily carried out due to the volume and the nature of the data’. The proposed changes to SYSC 10.1.-2 may result in SYSC 10.1.-4R and SYSC 10.1.-3R being applicable to a common platform firm, which are the application rules that apply to insurance intermediaries. We have retained the text as consulted on as the obligations in SYSC 10 derived from the Insurance Distribution Directive and are currently applicable to common platform firms when they conduct insurance distribution. However, we will revisit this provision in the upcoming consultation on SYSC 10. In SYSC 10.1.11R(2)(b), the references for common platform firms need to be updated. Procedures and measures must include listed items ’where appropriate’ rather than ’where necessary’, per MiFID Org Reg Article 34(3). We have kept the text as consulted on, but we will revisit this provision in the upcoming consultation on SYSC 10. In the meantime, we do not expect there to be any change in how firms should consider their obligation under the rules.

15 Feedback received Our response In Annex B of the CP, we had proposed amendments to the SYSC sourcebook and in table B of this Annex we outlined changes to the application of the common platform requirements in SYSC 4 to 10 to MiFID optional exemption firms and third country firms. An effect of the amendments to table B in SYSC is that SYSC 10.1.6AAR and SYSC 10.1.11AAR apply as guidance to third country firms in relation to all their business activities, rather than only to insurance distribution activities. This could be an expansion of scope as previously these provisions only applied as rules in relation to insurance distribution activities and were seen as ’not applicable’ for all other activities. We have retained the text we have consulted on. We have carefully considered the application of the common platform requirements and think that the application of SYSC to third country firms who will also be subject, in varying degrees, to the rules of their home regulators, strikes an appropriate balance. We will re-consider this feedback in the upcoming SYSC 10 consultation. In the draft Handbook text, in the Glossary definition of remuneration, the amendment to the existing Glossary definition references SYSC 19F.1.4AR, which does not exist and is not being added as part of this transposition exercise. We have deleted the reference to SYSC 19F.1.4AR in the definition of remuneration in the Glossary. Conduct of Business sourcebook (COBS): 3.13 We proposed some limited changes to COBS to improve the readability of the rules and make them easier to navigate. For example, amending COBS 1 to simplify and clarify the application of COBS to Temporary Permission (TP) firms, Gibraltar firms and others. 3.14 For more information on the changes and our rationale, see CP24/24.

16 Feedback received Our response In COBS 1.1.1AER (which concerns the We do not consider our changes alter the scope application of COBS to firms selling, or and have kept the proposed drafting of COBS advising on, structured deposits), we have 1.1.1AER as it applies to COBS 11.2A.34R. applied COBS 11.2A.34R (best execution) to structured deposits. Respondents suggested that this would be a change of Article 65 of the MiFID Org Reg (and therefore COBS 11.2A.34 R) applies to a firm when selling or advising on structured deposits on the basis scope. that Article 65 stems from Article 24 of MiFID II. Article 1(4) of MiFID II provided that Article 24 (unlike Article 27 which relates specifically to order execution) was to apply to firms when selling, or advising in relation to, structured products. The effect of Article 1(2) of the MiFID Org Reg is that references in Article 65 to ‘financial instruments’ are to be read as including reference to structured deposits. In GEN 1.2.4, we had proposed that previous We have retained GEN 1.2.4 as guidance, rather guidance be made a rule, and that firms than making it a rule. We agree that the purpose must comply with COBS 4.5A.16R rather of this provision is to signpost the requirement in than have regard to the requirement in (what is now) COBS 4.5A.16 R. We have updated article 44(8) of the MiFID Org Reg, which is the drafting to refer to COBS 4.5A.16R rather reproduced at COBS 4.5A.16UK. than Article 44(8) of the MiFID Org Reg. COBS 6.2B.9R(2)(a) contains an error where ’their’ had been replaced by ’its’ but had not been struck out. This has been amended. By changing the reference in COBS 6 We did not seek to change the meaning of the Annex 7, from ’product suppliers’ to relevant provision so we have kept the reference ’product providers’ we would be narrowing to ‘product supplier’. However, we will consider the definition, as ’product provider’ has a whether we can further clarify the drafting of specific meaning in the FCA handbook. this provision to ensure better alignment with Handbook terminology as part of our final rules for CCIs. Replacing ’investment advice or portfolio management services’ in COBS 9A.2.4UK (1) with ’service’ could suggest a wider application of the rule. We have retained the approach proposed in the CP to replace ’investment advice or portfolio management service’ with ’service’. The application provision in COBS 9A.1.1R makes clear that COBS 9A applies to a firm providing investment advice or portfolio management in the course of MiFID, equivalent third country or optional exemption business. A respondent noted that they could not The relevant requirement is in Annex I see an existing obligation in the MiFID of the MiFID Org Reg, Record keeping, Org Reg, equivalent to that proposed at Communications with Clients (investment COBS 9A.4.2AR to keep a record of the advice to retail clients). information required by paragraph (3) of the proposed rule (information about investment advice provided).

17 Feedback received Our response In COBS 11A.1.7R(1), the specific UK MiFID inducement rules have been replaced with a broad reference to ‘the relevant applicable requirements in COBS 2.3A and COBS 6.2B.11’ creating uncertainty. References in the MiFID Org Reg to MiFID II provisions must be read as including corresponding level 2 provisions. The approach we have taken avoids the need to cross reference multiple individual COBS rules. We have retained the cross reference to COBS 2.3A, but we have deleted the reference to COBS 6.2B.11, as this rule does not correspond to MiFID inducements rules. It was unclear from the rules if additional defined terms will be introduced that are not listed in Annex A of the instrument, for example ’issuer client’ in COBS 11A.1.8(2). In COBS 11A ‘issuer client’ is not a new definition but ‘issuer’ and ‘client’ would each link to respective Glossary definitions. We have clarified this in the drafting. The only new definitions are those listed in Annex A of the instrument. In COBS 12.2.18AR and COBS 12.2.1.9R(1), the reference to SYSC 10.1.12DR(2) seem to be an error as this rule reference does not exist. It should instead be SYSC 10.1.12G. We have amended the drafting to refer to SYSC 10.1.11R(2). In COBS 16A.3.1(6)(m), the requirement to disclose the amount of any mark-up or mark-down had been amended to apply where the firm ’acted as principal in executing the transaction’ instead of where ’dealing on own account’. We agree that there is a slight difference in scope between the concepts of dealing on own account and dealing as principal, so we have retained the existing reference to ‘dealing on own account’. In COBS 16A.4.1R(1), the requirement in Article 60(1) has been slightly amended so that a firm providing a portfolio management service must provide the client with a ’periodic statement of the activities carried out on behalf of that client’. This requirement should specify it covers ‘portfolio management activities carried out on behalf of the client’. We have reinstated the term ‘portfolio management’ to provide clarity. 3.15 Beyond the changes above, we have made some additional minor changes to the drafting on which we consulted to improve clarity and accuracy. 3.16 COBS 14.3A.5AR restates Article 48(3) of the MiFID Org Reg and relates to the publication of a prospectus. Beyond the change needed to restate this Article, we have provided for a further change to COBS 14.3A.5AR which is specified to enter into force on 19 January 2026. This change relates to the Handbook changes, set out in PS25/9 (New rules for the public offers and admissions to trading regime). These are consequential to the changes to the UK framework for public offers of securities to the public introduced by the Public Offers and Admissions to Trading Regulations 2024.

18 Market Conduct Sourcebook (MAR) 3.17 In CP24/24 we outlined how we proposed to replicate the substance of Articles 77 to 79, 81 (1), 82 and Section B of Annex III in new provisions throughout MAR 5. 3.18 Article 80 has also been copied into MAR 5.6A for Multilateral Trading Facilities (MTFs) and MAR 5A.9 for Organised Trading Facilities (OTFs). 3.19 Article 80 sets out the considerations a regulator or trading venue must take into account in suspending or removing from trading, a financial instrument that would likely cause significant damage to investors’ interests or the orderly functioning of the market. The corresponding provisions relating to the regulator needed to remain in legislation and are addressed in the Markets in Financial Instruments (Miscellaneous Amendments) Regulations 2025. These articles will be revoked on 23 October so we have not re-stated them in our Handbook and have not included them in the derivations and changes table in Annex 4. Feedback received Our response In MAR 1 Annex 3R, the table in the CP refers to MAR 5.3A and MAR 5.5A, instead of the MiFID Org Reg provisions which could be a material issue for affected firms. We will maintain the drafting of the table in the CP which refers to MAR 5.3A and MAR 5.5A. The drafting translated a reference to Article 48 of MiFID II into relevant Handbook provisions without any policy change and so should not affect firms. Suggestion that we consider including a new Glossary definition for ’related financial instrument’ as used in MAR 5.6.1R and MAR 5A.8.1R. We agree that the use of the Glossary definition of ‘related financial instrument’ is not appropriate in MAR 5.6.1R and MAR 5A.8.1R. As is the case in the corresponding provisions in the MiFID Org Reg, the unitalicised term ’related’ will be used for the purposes of MAR 5.6.1R and MAR 5A.8.1R. In MAR 5.6.4G and MAR 5A.8.2G, the provisions derive from Recitals 6 and 10 of Commission Delegated Regulation (EU) 2016/522 rather than the MiFID Org Reg and questioned whether this changes the scope. We will maintain the drafting for MAR 5.6.4G and MAR 5A.8.2G. Recitals 6 and 10 of Commission Delegated Regulation (EU) 2016/522 have much the same list of indications of market abuse as in the MiFID Org Reg. The addition of guidance provisions is to help with interpretation and does not change the policy or scope. The thresholds included in sub-sections (b)(i) and (ii) of the Glossary definition of SME contain discrepancies. Instances of the word ’year’ should be replaced with ’day’ and instances of the word ’share’ should be replaced with ‘year’. We have amended the Glossary definition in line with this suggestion. 3.20 Beyond the changes above, we have made some additional minor changes to MAR 5.10.2AR(3)(c) and (h), which are consequential to changes to the Handbook that are set out in PS25/9 (New rules for the public offers and admissions to trading regime).

19 3.21 Transitional provisions in relation to MAR 5.10.2AR(3)(c) and (h) are set out in MAR TP 3A. These reflect that, until 19 January 2026, the UK prospectus regime (as defined in MAR TP 3A) remains in force. MAR TP 3A provides that, until 19 January 2026: (1) MAR 5.10.2AR(3)(c) only applies in cases where the UK prospectus regime (as defined in MAR TP 3A) does not apply and (2) MAR 5.10.2AR(3)(h) also refers to dissemination to the public of prospectuses drawn up in accordance with the UK prospectus regime (as defined in MAR TP 3A). From 19 January 2026, the UK prospectus regime (as defined in MAR TP 3A) will not apply and MAR TP 3A will no longer have application. Recognised Investment Exchange sourcebook (REC) 3.22 We made minor revisions to REC. For example, in REC 2.16A for recognised investment exchanges running SME growth markets we have reflected that in FSMA 2023 we have a general rule-making power for Recognised Investment Exchanges (RIEs). 3.23 We also proposed deleting the provisions of the delegated regulation of MiFID that were copied out in REC 2.6,10,11,15 & 16 as these provisions were no longer in force. Feedback received Restating Articles 80-82 of the MiFID Org Reg under the REC sourcebook may expand the application of these provisions. Our response Since our consultation the Treasury has published its own secondary legislation applying these requirements to RIEs. We have updated our material on the recognition requirements for exchanges in our REC sourcebook to reflect the legislation. Dispute Resolution: Complaints sourcebook (DISP) 3.24 We proposed amending DISP 1.1A which sets out the requirements for dealing with complaints and DISP 2.3, which sets out the activities under the Financial Ombudsman Service’s compulsory jurisdiction. Alongside other Glossary definition amendments, we proposed amending the definition of a MiFID complaint by replacing the reference to it being a complaint to which Article 26 of the MiFID Org Reg applies, with the current wording in DISP 1.1A.3G which sets out the scope of Article 26.

20 Feedback received In DISP 1.1A.19G, the reference to Recital 38 and in DISP 2.3.1BG, the reference to Recital 15 in the accompanying note has been removed without restating it. The Financial Ombudsman Our response As outlined in CP24/24, recitals that have previously been replicated in our Handbook (either partially or in full) will be maintained as guidance and marked by the abbreviation ‘G’. We are not preserving any other recitals or references to the MiFID Org Reg in our Handbook. The relevant provisions at DISP 1.1A.19G and DISP 2.3.1BG remain unchanged and only their notes referring to the MiFID Org Reg are being deleted. 3.25 In CP24/24, paragraphs 3.43-3.45 were a joint consultation with the Financial Ombudsman. The FOS proposed that where the FCA is amending the Glossary definitions used in compulsory jurisdiction rules that are mirrored in the voluntary jurisdiction, the Financial Ombudsman will mirror those changes in the voluntary jurisdiction. 3.26 The Financial Ombudsman has the power, with the consent of the FCA, to make certain types of compulsory jurisdiction rules known as ’scheme rules’. The Financial Ombudsman proposed to adopt the FCA’s proposed changes to the Glossary definitions into its scheme rules where those Glossary terms are used in the Financial Ombudsman’s scheme rules. The FCA and Financial Ombudsman asked for feedback on the proposed approach. 3.27 We received 1 response to these questions. The respondent agreed with the proposals. The Financial Ombudsman will pursue its proposals as set out in the CP of mirroring our proposed changes to DISP in its voluntary jurisdiction and adopting our proposed changes to the Glossary into its scheme rules where those Glossary definitions are already used in the Financial Ombudsman scheme rules. Derivation and changes table 3.28 We asked if there were any inconsistencies in the derivations table set out in our CP that might affect firms’ compliance or understanding of our proposed changes. We received 1 response to note an error on page 60-61 of the CP where Article 22(3)(d) and (e) and Article 22(4) had been incorrectly noted as Article 23. 3.29 We have corrected the error in the derivations table. 3.30 We also asked for feedback on our approach to the future of each provision of the MiFID Org Reg as outlined in the derivations table in Annex 4 of the CP. We received 1 response agreeing with our approach.

21 3.31 We asked if there were any provisions not currently proposed for restatement in the Handbook that should be included. We received 1 response supporting our proposals. 3.32 We have continued with our proposed approach to the future of each provision of the MiFID Org Reg. We have not identified any other MiFID Org Reg provisions that need to be re-stated in the Handbook. Rights of action 3.33 We proposed that our approach to the application of section 138D of FSMA rights broadly followed the existing way in which the relevant sourcebooks address those rights. For example, that the right of action provided for by section 138D would generally apply to breaches of MiFID Org Reg requirements which were restated in COBS but not to those which were restated in SYSC. 3.34 We asked if the provisions in the legal instrument were clearly aligned with the policy objectives outlined in the CP and if stakeholders agreed with our proposed approach to the application of the rights of action under section 138D of FSMA. 3.35 We did not receive any feedback and we have made the rules as consulted on. Cost Benefit Analysis (CBA) 3.36 In CP24/24, we explained that we had not conducted a CBA as our proposals did not include substantive policy changes. Under section 138L(3) of FSMA we are not required to publish a CBA if, in making the appropriate comparison, we consider either there will be no increase in costs or the increase in costs will be of minimal significance. 3.37 The rules we are introducing replicate the relevant requirements in the MiFID Org Reg once these have been repealed. As these rules maintain existing requirements, we do not consider there will be any increase in ongoing compliance costs above those which exist currently. Firms may incur some one-off costs in familiarising themselves with the changes, but we consider these costs will be minimal. 3.38 There were 3 responses on the approach to our CBA. Two respondents agreed that there is no resulting policy change. Another respondent agreed with our decision not to include a CBA but noted that there will still be costs for firms through the re-write of policies, processes and procedure documents, as well as systems changes and demands on staff time, and suggested that these costs will disproportionately affect small businesses.

22 Our response While there will be some compliance costs from reading the PS, we do not anticipate the need for any material systems changes or significant demands on staff time. Where firms are updating their internal references in the regular course of business, they may need to update any internal references to reflect the new location of the rules. We remain of the view that a CBA is not necessary. Other feedback 3.39 We asked if stakeholders had other feedback on the CP. 3.40 One respondent asked for clarity on the timing of our proposed changes, and whether there would be a transitional period to enable firms to make any necessary documentation changes. It was also suggested that we take a proportionate approach to supervision to allow firms to make the changes. Our response The rules will take effect from 23 October 2025 and there will be no transitional period or long stop date since we are maintaining the existing requirements and do not expect there to be a need for firms to make material systems change. Consequential amendments 3.41 In addition to our main Handbook instrument in Appendix 1, we are making 2 short consequential instruments to correspond with other instruments being made by the Treasury and the PRA. The first is an instrument which brings into force the rule in MAR 10.4.3A relating to commodity derivatives positions and weekly reports, replacing the corresponding provision in the MiFID Org Reg. That rule, which was due to enter into force on 6 July 2026, is now commencing on 23 October 2025 to coincide with the revocation of article 83 of the MiFID Org Reg relating to position reporting. 3.42 The second instrument is a standards instrument amending MiFID RTS 6 relating to algorithmic trading to reflect the revocation of article 23 of the MiFID Org Reg and its restatement in SYSC 7. Neither instrument results in any substantive change for firms.

23 Chapter 4 Feedback to CP24/11- changes to the retail conduct rules due to MiFID Org Reg amendments 4.1 This chapter contains feedback to the proposed Handbook changes to reflect changes the Treasury made to the MiFID Org Reg in the Markets in Financial Instruments (Investor Reporting) (Amendment) Regulations 2022 (SI 2022/1297). We consulted on these changes in Chapter 4 of CP24/11. Annex 1 sets out how this links to our objectives. Background 4.2 In 2018, we copied parts of the MiFID Org Reg into the Handbook when implementing MiFID II. This was done: • To enable MiFID firms to see the relevant MiFID requirements in one place; and • As part of MiFID’s implementation, we were required to extend certain requirements that were ‘at least analogous’ to those in MiFID and its implementing measures to ‘optional exemption firms’ / ‘Article 3 firms’. Broadly, this was firms receiving and transmitting orders and/or providing investment advice in relation to certain financial instruments that do not hold client assets and did not undertake cross border services. Where relevant, we generally elected to apply the same requirements to these firms as to MiFID firms. So, we copied out various provisions of the MiFID Org Reg, which were applied to these firms as FCA rules. 4.3 In 2022, the Treasury made changes to certain conduct rules derived from MiFID II (see the Markets in Financial Instruments (Investor Reporting) (Amendment) Regulations 2022, SI 2022/1297). This implemented changes to the investor reporting regime resulting from the Wholesale Markets Review. The changes were designed to reduce regulatory burden without compromising an appropriate degree of regulatory protection. These changes: • Removed the requirement for firms providing portfolio management services to inform a retail client when the value of their portfolio fell by 10%. • Made electronic communications the default mode of communication with retail clients. 4.4 These requirements had already been changed for MiFID investment firms trading with professional clients (reflected for professional clients in our Handbook in 2022), but the Government wanted to consult more widely before applying the amendments to dealings with retail clients.

24 Summary of proposals 4.5 In CP24/11 we proposed aligning the equivalent rules in our Handbook for optional exemption firms with the provisions of assimilated legislation, as amended, applicable to MiFID firms. We proposed: • Removing the requirement to report a 10% drop in portfolio value to a retail client from COBS 16A.4.3UK. • Changing the definition of ‘durable medium’ in the Glossary to make electronic communications the default mode of communication with retail clients, reflecting the amendments made to the MiFID Org Reg. Firms would still need to inform retail clients upfront that they can request paper copies. 4.6 We asked stakeholders for their views on the proposed amendments, the scope of the durable medium definition, and the proposed implementation period. Feedback 4.7 We received 3 responses to our consultation. Removal of the COBS 16A.4.3 reporting requirement 4.8 Two respondents provided feedback to this question and supported our proposal to delete COBS 16A.4.3UK. Durable medium definition 4.9 One respondent supported the new Glossary definition and agreed that it sufficiently captured the scope of the rules to which it is intended to apply. 4.10 However, another respondent suggested that for all electronic transactions the default ‘durable medium’ should be electronic provision with paper copies to be provided only on request, rather than as an option that customers need to be informed of upfront. This respondent highlighted that by reducing the number of hard copies, firms could reduce their costs and environmental impact. They noted that while hard copies may be appropriate for some consumers to aid accessibility, other tools are now available. They also requested that this change be extended to the Insurance Conduct of Business Sourcebook (ICOBS). 4.11 One respondent agreed that 3 months was sufficient for optional exemption firms to adjust to the changes to the durable medium definition. 4.12 We recognise the benefits of providing information to retail clients in an electronic format and by making this the default position for requirements derived from the MiFID Org Reg we aim to help firms realise these benefits. 4.13 However, firms should still be required to inform retail clients upfront that they can receive paper communications. Many consumers prefer and need paper copies. We want to ensure that these consumers are aware of this option and can easily get paper

25 copies by requiring firms to inform them upfront. There is a risk that by not doing this we would be digitally excluding some consumers, as without firms telling them, they may not be aware that they can ask for and obtain paper copies. 4.14 The remaining feedback supported our proposals and we are proceeding with them substantially as we consulted on. Cost benefit analysis 4.15 Section 138I(2)(a) of FSMA requires us to publish a cost benefit analysis (CBA) when proposing draft rules unless, in line with section 138L(3) of FSMA, we believe that there will be no increase in costs or that the increase will be of minimal significance. In CP 24/11, we explained our view that a CBA was not required for our proposals because the amendments would not lead to increased costs, or the increase would be of minimal significance. Our position remains unchanged. Environmental, social and governance considerations 4.16 In developing these proposals, we have considered our duty under section 3B(1)(c) of FSMA to have regard to the need to contribute towards the Secretary of State achieving compliance with the net zero emissions target in section 1 of the Climate Change Act 2008. These proposals may help to support compliance with the Government’s net zero target. To the extent that retail clients do not already opt-in to receive electronic communications, the move to electronic communication by default may lead to a reduction in paper waste and a potential reduction in emissions from any activities associated with paper communications. We have carefully considered the feedback above, but to advance our consumer protection objective, we are of the view that it is appropriate for us to retain this requirement.

26 Annex 1 Compatibility statement Compliance with legal requirements

1. This Annex records the FCA’s compliance with a number of legal requirements applicable to the rules and technical standard requirements in this PS, including an explanation of the FCA’s reasons for concluding that our rules are compatible with certain requirements under the Financial Services and Markets Act 2000 (FSMA).
2. This Annex also explains why under section 138I(2)(d) and section 138S FSMA we believe the rules made (a) are compatible with our general duty, under section 1B(1) FSMA, so far as reasonably possible, to act in a way which is compatible with our strategic objective and advances one or more of our operational objectives, (b) so far as reasonably possible, advance the secondary international competitiveness and growth objective, under section 1B(4A) FSMA, and (c) comply with our general duty under section 1B(5)(a) FSMA to have regard to the regulatory principles in section 3B FSMA.
3. We have made some changes to the draft instrument we consulted on in CP24/24 and added two short consequential instruments, so that the rules and guidance work as intended. We do not consider the changes to the rules and guidance as consulted on are significant for the purposes of s138I(5) Financial Services and Markets Act (FSMA) 2000, nor do they have an impact on the compatibility statement set out in CP24/24. Expected effect on mutual societies
4. The FCA does not expect the Handbook, and standards instrument in this paper to have a significantly different impact on mutual societies, as there is intended to be minimal or no policy changes. Materiality statement
5. This section on materiality statement applies in relation to the changes to our rules and guidance made under Part 9C of FSMA 2000 which were consulted on in CP24/24. This statement does not apply to those rules that have been made under our general FSMA rule-making powers. In our opinion, these changes to our existing Part 9C rules in SYSC 19G and the prudential sourcebook for MiFID Investment Firms (MIFIDPRU) 7 are not material under sections: • 143G(1) of FSMA – because we consider that they do not affect standards set by an international body.

27 • 143I(3) and (5) of FSMA – because they do not affect relevant equivalence decisions. 6. More generally, we do not consider that they materially change any risks to consumers, the market or the UK financial system arising from FCA investment firms. We also consider that the rationale set out in paragraphs 22 to 26 of CP24/24 for why these changes are not material continues to apply to the finalised amendments. 7. The changes consist of replacing cross-references to the MiFID Org Reg in SYSC 19G and MIFIDPRU 7 with the corresponding proposed new provisions in SYSC. In our opinion, the changes are consequential in nature and we do not consider that they will impose substantive new obligations on firms or parent entities and therefore we do not expect them to increase the operational burden. How it links to our objective Our strategic aims 8. The UK Government has committed to strengthening capital markets to ensure they deliver for investors and firms, and support UK growth. In her 2024 Mansion House Speech, the Chancellor announced her intention to make further technical changes to the wholesale markets framework. This included committing to commencing the revocation of the detailed firm-facing regulations in the MiFID Org Reg so they can be replaced by rules in the FCA and PRA rulebooks. 9. This publication supports our commitment to supporting growth and helping consumers navigate their financial lives as set out in our strategy. This work will allow us in future to tailor our rules to better suit UK markets and UK consumers, while maintaining market integrity, consumer protection and enhancing market confidence. Consumer protection 10. Our rules and requirements will ensure that consumers continue to benefit from the same levels of protection that currently apply to the provision of investment services once the MiFID Org Reg has been revoked. Secondary International Competitiveness and Growth Objective 11. We consider our rules and requirements are proportionate and compatible with our secondary international competitiveness and growth (SICGO) objective, as they simplify and clarify existing obligations. 12. Once the firm-facing requirements are re-stated in our Handbook we will be able to consider any further changes through our usual rule making process, with the added flexibility of not needing to amend legislation first. In line with the SICGO, we will consider policy options that advance our primary objectives, better enable firms to thrive and innovate in the UK and to compete internationally.

28 Outcomes we are seeking and measuring success 13. The FCA and the PRA will commence the changes to our respective rulebooks at the same time that the Treasury commences the repeal of the MiFID Org Reg on October 23 2025. For the replacement rules, we want to provide continuity and clarity, simplifying requirements where possible, without changing their scope or application. 14. The rules and requirements that we have set out in this PS are expected to have a minimal impact and not change the regulatory requirements already in place. We will monitor any feedback or comments we receive once the rules are in place. Equality and Diversity considerations 15. We have considered the equality and diversity issues that may arise from the rules in this Policy Statement. 16. We continue to believe that the rules we have made will not materially impact any of the groups with protected characteristics under the Equality Act 2010.

29 Annex 2 List of non-confidential respondents CP24/24 The Association for Financial Markets in Europe (AFME) The British Venture Capital Association (BVCA) The Investment Association (IA) The London Stock Exchange PLC, Baroness Bowles of Berkhamsted and Baroness Altmann CP24/11 The Investment Association (IA) The Lloyd’s Market Association (LMA)

30 Annex 3 Abbreviations used in this paper Abbreviation Description AGBR Advice Guidance Boundary Review AIFM Alternative Investment Fund Manager CASS Client Assets Sourcebook CBA Cost Benefit Analysis CCI Consumer Composite Investments CIS Collective Investment Scheme COBS Conduct of Business sourcebook CP Consultation Paper CRR UK Capital Requirements Regulation DEPP Decision Procedure and Penalties Manual DISP The Dispute Resolution sourcebook DTR Disclosure Guidance and Transparency Rules sourcebook ECP Eligible Counterparty EU European Union FCA Financial Conduct Authority FSMA Financial Services and Markets Act GEN General Provisions sourcebook HSD Handbook Style Drafting ICOBS Insurance Conduct of Business Sourcebook IPCD Implementation Period Completion Date

31

Abbreviation Description M2G The MiFID 2 Onshoring Guide MAR Market Conduct Sourcebook MiFID Markets in Financial Instruments Directive MiFID II Directive 2014/65/EU of the European Parliament and of the Council MiFID Org Reg Markets in Financial Instruments Directive Organisational Regulation MiFI Regs Markets in Financial Instruments Regulations MiFIDPRU Prudential sourcebook for MiFID Investment Firms MTF Multilateral Trading Facilities OPS Occupational Pension Scheme OTF Organised Trading Facilities PERG Perimeter Guidance Manual PISCES Private Intermittent Securities and Capital Exchange System PRA Prudential Regulation Authority PRIIPs Packaged Retail and Insurance-based investment products Regulation PROF Professional Firms Sourcebook PS Policy Statement RAO Regulated Activities Order REC Recognised Investment Exchange sourcebook RIE Recognised Investment Exchange RRRs Recognition Requirements Regulations SI Systematic Internalisers SICGO Secondary International Competitiveness and Growth Objective SME growth Small and Medium-sized Enterprise growth markets markets SUP Supervision Manual

32 Abbreviation Description SYSC Systems & Controls Sourcebook TC Training and Competence Sourcebook TP Temporary Permission UCITS Undertakings for Collective Investment in Transferable Securities UK United Kingdom

Annex 4 Derivation and Changes Table

1. The origin of the MiFID Org Reg as a directly applicable EU regulation meant that, for the firms and services or activities it covered, where the regulation was replicated in our Handbook this was with the abbreviation ‘EU’ at the start of the provision (becoming a ‘UK’ abbreviation after the EU withdrawal implementation period). These abbreviations will be removed and requirements in these provisions reproduced in Handbook rules underpinned by Glossary definitions and application provisions sitting within an existing Handbook structure (which also applies corresponding requirements to firms besides MiFID investment firms, in accordance with Handbook drafting style (HDS)).
2. Provisions that we are not replacing in regulatory rules are being either repealed or restated by Treasury through the Markets in Financial Instruments (Miscellaneous Amendments) Regulation 2025. This SI and our rules both come into force on 23 October 2025. MiFID ORG Regulation Article Handbook Reference Subject matter Handbook style drafting or other comment Article A1 Application Art A1 Not restated Application The application of each provision deriving from the MiFID Org Reg is reflected in the application sections for each of the relevant sourcebooks where they are proposed to be incorporated. Glossary definitions including “MiFID investment firm”, “common platform firm” and “UK RIE” further enable the replacing of MiFID Org Reg provisions in corresponding Handbook provisions 33

MiFID ORG Regulation Article Handbook Reference Subject matter Handbook style drafting or other comment Art 1(1) Not restated Management companies The application of each provision deriving from the MiFID Org Reg is reflected in the application sections for each of the relevant sourcebooks where they are proposed to be incorporated. Glossary definitions including “MiFID investment firm”, which incorporates a collective portfolio management investment firm, further enable the replacing of MiFID Org Reg provisions in corresponding Handbook provisions Art 1(1A) Not restated Management companies See commentary for Article 1(1) Art 1(2) Not restated Management companies See commentary for Article 1(1) Art 1(3) Not restated Firms with temporary permissions Not restated as the concept of ‘relevant firm’ is already subsumed within the existing Glossary definition of “TP firm” Art 1(4) Not restated Firms with temporary permissions No longer applicable Art 1(5) GEN 2.2.26R(3) and (4), SYSC Firms with temporary permissions Reflected in the application of the relevant FCA 1 Annex 1, DISP 1.1.3R(-1), sourcebooks where the provisions are incorporated and COBS 1 Annex 2 the Glossary terms used within these, with no policy change or change in scope Art 1(6) Not restated Firms with temporary permissions Not restated as the concept of ‘relevant firm’ is already subsumed within the existing Glossary definition of “TP firm” Article 2 Definitions Art 2(1) Existing definition of ‘relevant person’ in Glossary Definition of relevant person No restatement into FCA Handbook necessary as this is an existing definition. No drafting changes except removal of the note 34

MiFID ORG Regulation Article Handbook Reference Subject matter Handbook style drafting or other comment Art 2(2) Existing definition of ‘financial analyst’ in Glossary Definition of financial analyst No restatement into FCA Handbook necessary as this is an existing definition. No drafting changes except removal of the note Art 2(3) Existing definition of ‘outsourcing’ in Glossary Definition of outsourcing No restatement into FCA Handbook necessary as this is an existing definition. No drafting changes except removal of the note Art 2(3a) Already within the existing definition of “personal transaction” in the Glossary of definitions Definition of person with whom a relevant person had a family relationship No restatement into FCA Handbook necessary as this is already subsumed within the Glossary definition of ‘personal transaction’. It is not used in any MiFID Org Reg or in any other Glossary definitions so does not need to be a free-standing definition. No drafting changes except removal of the reference to MiFID Org Reg Art 2(4) Existing definition of ‘securities financing transaction’ in Glossary Definition of securities financing transaction No restatement into FCA Handbook necessary as this is an existing definition. Only drafting changes are to replace references to assimilated law with references to UK legislation and to apply the relevant part of the definition to the relevant parts of the Handbook Art 2(5) Existing definition of ‘remuneration’ in Glossary Definition of remuneration No restatement into FCA Handbook necessary as this is an existing definition. No drafting changes except to apply the relevant part of the definition to the relevant parts of the Handbook Art 2(6) Existing definition of ‘commodity’ in Glossary; Definition of commodity Restated into Glossary of definitions Art 2(7) Existing definition of ‘portfolio management’ in Glossary Definition of portfolio management No restatement into FCA Handbook necessary as this is already an existing definition 35

MiFID ORG Regulation Article Handbook Reference Subject matter Handbook style drafting or other comment Art 2(8) Existing definition of ‘retail client’ in Glossary Definition of retail client No restatement into FCA Handbook necessary as this is already an existing definition Art 2(9) Existing definition of ‘limit order’ in Glossary Definition of limit order No restatement into FCA Handbook necessary as this is already an existing definition Art 2(10) Existing definition of ‘management company’ in Glossary Definition of management company No restatement into FCA Handbook necessary as this is already an existing definition Art 2(11) Existing definition of ‘tied agent’ in Glossary Definition of tied agent No restatement into FCA Handbook necessary as this is already an existing definition Art 2(12) Existing definition of ‘group’ in Glossary Definition of group No restatement into FCA Handbook necessary as this is already an existing definition Art 2(13) Existing definition of ‘durable medium’ in Glossary Definition of durable medium No restatement into FCA Handbook necessary as this is already an existing definition Art 2(14) Not restated References to FCA sourcebooks No longer needed so not restated Art 2(15) Not restated References to PRA sourcebooks Not needed for FCA purposes so not restated into FCA Handbook Art 2(16) New definition of ‘UK law on markets in financial instruments’ in Glossary Definition of UK law on markets in financial instruments Restated into Glossary of definitions with references to assimilated law replaced by references to UK legislation Art 2(16B) New definition of ‘Part 9C rules’ in Glossary Definition of Part 9C rules Restated into Glossary of definitions Art 2(16C) Already within the existing definition of ‘UK CRR’ in the Glossary Definition of CRR rules No restatement into FCA Handbook necessary as this is already subsumed within the existing definition ‘UK CRR’. It is not used in any MiFID Org Reg or in any other Glossary definitions so does not need to be a free￾standing definition 36

MiFID ORG Regulation Article Handbook Reference Subject matter Handbook style drafting or other comment Art 2(16D) New definition of ‘closed￾ended investment company that is UK-listed’ Definition of closed-ended investment company that is UK￾listed No restatement into FCA Handbook. Where the definition is used, reference is made to the definition as set out in Article 2(3) of the PRIIPs Regulation Art 2(17) No longer needed Meaning of expressions used to be the same as in MiFIR, MiFI Regs and Data Reporting Service Provider Regs (DRSP) Not needed as terms used in provisions are given the relevant meanings through the FCA Glossary Article 3 Conditions applying to the provision of information Art 3(1) Existing definition of 'durable medium' in Glossary Definition of durable medium No restatement into FCA Handbook necessary as this is already an existing definition. Drafting changes are to reflect the version of the definition as it currently appears in the MiFID Org Reg Art 3(1ZA) Existing definition of 'durable medium' in Glossary Definition of durable medium No restatement into FCA Handbook necessary as this is already an existing definition. Drafting changes are to reflect the version of the definition as it currently appears in the MiFID Org Reg Art 3(1A) Existing definition of 'durable medium' in Glossary Definition of durable medium No restatement into FCA Handbook necessary as this is already an existing definition. Drafting changes are to reflect the version of the definition as it currently appears in the MiFID Org Reg Art 3(2) Existing definition of 'website conditions' in Glossary Definition of website conditions No restatement into FCA Handbook necessary as this is already an existing definition. Minor drafting changes only Art 3(3) Existing definitions of ‘durable medium’ and 'website conditions' in Glossary Definitions of ‘durable medium’ and ‘website conditions’ No restatement into FCA Handbook necessary as these are already existing definitions. Minor drafting changes only 37

MiFID ORG Regulation Article Handbook Reference Subject matter Handbook style drafting or other comment Article 4 Provision of investment service in an incidental manner Art 4 Not restated into FCA Handbook Provision of investment service in an incidental manner This relates to the FCA perimeter. It is already in the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (“RAO”) so does not need to be restated Article 5 Wholesale energy products that must be physically settled Art 5 Not restated into FCA Handbook Wholesale energy products that must be physically settled This relates to the FCA perimeter. It is already in the RAO so does not need to be restated Article 6 Energy derivative contracts relating to oil and coal and wholesale energy products Art 6 Not restated into FCA Handbook Energy derivative contracts relating to oil and coal and wholesale energy products This relates to the FCA perimeter. It is already in the RAO so does not need to be restated Article 7 Other derivative financial instruments Art 7 Not restated into FCA Handbook Other derivative financial instruments This relates to the FCA perimeter. It is already in the RAO so does not need to be restated Article 8 Derivatives under paragraph 10 of Part 1 of Schedule 2 to the Regulated Activities Order 38

MiFID ORG Regulation Article Handbook Reference Subject matter Handbook style drafting or other comment Art 8 Not restated into FCA Handbook Derivatives under paragraph 10 of Part 1 of Schedule 2 to the Regulated Activities Order This relates to the FCA perimeter. It is already in the RAO so does not need to be restated Article 9 Investment advice Art 9 Not restated into FCA Handbook Investment advice This relates to the FCA perimeter. It is already in the RAO so does not need to be restated Article 10 Characteristics of other derivative contracts relating to currencies Art 10 Not restated into FCA Handbook Characteristics of other derivative contracts relating to currencies This relates to the FCA perimeter. It is already in the RAO so does not need to be restated Article 11 Money-market instruments Art 11 Not restated into FCA Handbook Money-market instruments This relates to the FCA perimeter. It is already in the RAO so does not need to be restated Article 12 Systematic internalisers for shares, depositary receipts, ETFs, certificates and other similar financial instruments Art 12 Not restated into FCA Handbook Assimilated law to be revoked without restatement Article 13 Systematic internalisers for bonds Art 13 Not restated into FCA Handbook Assimilated law to be revoked without restatement 39

MiFID ORG Regulation Article Handbook Reference Subject matter Handbook style drafting or other comment Article 14 Systematic internalisers for structured finance products Art 14 Not restated into FCA Handbook Assimilated law to be revoked without restatement Article 15 Systematic internalisers for derivatives Art 15 Not restated into FCA Handbook Assimilated law to be revoked without restatement Article 16 Systematic internalisers for emission allowances Art 16 Not restated into FCA Handbook Assimilated law to be revoked without restatement Article 16ZA Transitional period: data for calculations Art 16ZA Not restated into FCA Handbook Assimilated law to be revoked without restatement Article 16a Participation in matching arrangements Art 16a Amendment to existing definition within the Glossary of definitions Meaning of “dealing on own account” Amendment to existing definition of “dealing on own account” in the Glossary to incorporate the meaning given in Art 16a. No drafting changes made Article 17 Relevant assessment periods 40

MiFID ORG Regulation Article Handbook Reference Subject matter Handbook style drafting or other comment Art 17 Not restated into FCA Handbook Assimilated law to be revoked without restatement … … Article 21 General organisational requirements Art 21(1)(a) SYSC 4.1.1-AR(a) Requirements on decision-making procedures and organisational structure Restated into FCA Handbook with HSD changes only Art 21(1)(b) SYSC 5.1.12R Requirements on awareness of procedures Restated into FCA Handbook with HSD changes only Art 21(1)(c) SYSC 4.1.1-AR(b) Requirements on internal control mechanisms Restated into FCA Handbook with HSD changes only Art 21(1)(d) SYSC 5.1.1R Competent employees rule Restated into FCA Handbook with HSD changes only Art 21(1)(e) SYSC 4.1.1-AR(c) Requirements on internal reporting Restated into FCA Handbook with HSD changes only Art 21(1)(f) SYSC 4.1.1-AR(d) Requirements on orderly records Restated into FCA Handbook with HSD changes only Art 21(1)(g) SYSC 5.1.6R Requirements on the segregation of functions Restated into FCA Handbook with HSD changes only Art 21(1) last paragraph SYSC 4.1.1-AR and 5.1.13R Proportionality on the application of requirements Restated into FCA Handbook with HSD changes only. Art 21(2) SYSC 4.1.1-AR(2) Requirements on the security, integrity and confidentiality of information Restated into FCA Handbook with HSD changes only. Art 21(3) SYSC 4.1.1-AR(3) Requirements on business continuity Restated into FCA Handbook with HSD changes only. 41

MiFID ORG Regulation Article Handbook Reference Subject matter Handbook style drafting or other comment Art 21(4) SYSC 4.1.1-AR(4) Requirements on accounting policies Restated into FCA Handbook with HSD changes only. Art 21(5) SYSC 4.1.1-AR(5) and 5.1.14R Requirements to regularly monitor the adequacy of their systems and control mechanisms Restated into FCA Handbook with HSD changes only. Article 22 Compliance Art 22(1) SYSC 6.1.2-AR Requirements to establish and maintain compliance procedures Restated into FCA Handbook with HSD changes only Art 22(2) SYSC 6.1.3-AR Requirements establish and maintain a permanent and effective compliance function Restated into FCA Handbook with HSD changes only Art 22(2)(a) SYSC 6.1.3-AR Restated into FCA Handbook with HSD changes only Art 22(2)(b) SYSC 6.1.3-AR Restated into FCA Handbook with HSD changes only Art 22(2)(c) SYSC 6.1.3-AR Restated into FCA Handbook with HSD changes only Art 22(2)(d) SYSC 6.1.3-AR Restated into FCA Handbook with HSD changes only Art 22(2) last paragraph SYSC 6.1.3-BR Restated into FCA Handbook with HSD changes only Art 22(3) SYSC 6.1.3-CR Requirements to discharge the responsibilities of the compliance function Restated into FCA Handbook with HSD changes only Art 22(3)(a) SYSC 6.1.3-CR Restated into FCA Handbook with HSD changes only Art 22(3)(b) SYSC 6.1.3-CR Restated into FCA Handbook with HSD changes only Art 22(3)(c) SYSC 6.1.3-CR Restated into FCA Handbook with HSD changes only 42

MiFID ORG Regulation Article Handbook Reference Subject matter Handbook style drafting or other comment Art 22(3)(d) SYSC 6.1.3-CR Restated into FCA Handbook with HSD changes only Art 22(3)(e) SYSC 6.1.3-CR Restated into FCA Handbook with HSD changes only Art 22(4) SYSC 6.1.5AR Proportionality on the application of requirements Restated into FCA Handbook with HSD changes only Article 23 Risk management Art 23(1)(a) SYSC 7.1.2-AR Requirements to establish, implement and maintain adequate risk management policies Restated into FCA Handbook with HSD changes only Art 23(1)(b) SYSC 7.1.3R Requirements to adopt effective arrangements, processes and mechanisms to manage the firms’ risks Restated into FCA Handbook with HSD changes only Art 23(1)(c) SYSC 7.1.5R Requirements to monitor the adequacy and effectiveness of the investment firm’s risk management policies and procedures Restated into FCA Handbook with HSD changes only Art 23(2) first paragraph SYSC 7.1.6R Requirements to establish and maintain a risk management function Restated into FCA Handbook with HSD changes only Art 23(2)(a) SYSC 7.1.6R(1) Restated into FCA Handbook with HSD changes only Art 23(2)(b) SYSC 7.1.6R(2) Restated into FCA Handbook with HSD changes only Art 23(2) second paragraph SYSC 7.1.7R Further requirements on risk management Restated into FCA Handbook with HSD changes only Article 24 Internal Audit 43

MiFID ORG Regulation Article Handbook Reference Subject matter Handbook style drafting or other comment Art 24 SYSC 6.2.1R Requirement to establish and maintain an internal audit function Restated into FCA Handbook with HSD changes only Article 25 Responsibility of Senior Management Art 25(1) first paragraph SYSC 4.3.2-AR(1) Requirements on the responsibility of senior management Restated into FCA Handbook with HSD changes only Art 25(1) second paragraph SYSC 4.3.2-AR(2) Requirements on the allocation of functions Restated into FCA Handbook with HSD changes only Art 25(2) SYSC 4.3.2-AR(3) Requirements on internal reporting Restated into FCA Handbook with HSD changes only Art 25(3) SYSC 4.3.2-AR(3) Further requirements on internal reporting Restated into FCA Handbook with HSD changes only Art 25(4) Glossary definition of ‘supervisory function’ Supervisory function No restatement into FCA Handbook necessary as this is already an existing definition. Article 26 Complaints handling Art 26(1) DISP 1.1A 12, 13 & 37 Requirements on establishing and maintaining a complaints handling policy Restated into FCA Handbook with no change Art 26(2) DISP 1.1A 10 & 16 Requirements on publishing a complaints handling policy Restated in FCA Handbook with no change Art 26(3) DISP 1.1A.17 Requirements on establishing a complaints management function Restated into FCA Handbook with no change Art 26(4) DISP 1.1A 24/29 Requirements to communicate with clients clearly when handling a complaint Restated into FCA Handbook with no change 44

MiFID ORG Regulation Article Handbook Reference Subject matter Handbook style drafting or other comment Art 26(5) DISP 1.1A 25/30 Requirements on informing consumers with complaints about their options Restated into FCA Handbook with HSD changes only Art 26(6) DISP 1.1A.38 Requirements on providing information to relevant authorities about complaints and complaints handling Restated into FCA Handbook with no change Art 26(7) DISP 1.1A.18 Requirements on a firm to analyse their complaints and complaints handling data Restated into FCA Handbook with no change Article 27 Remuneration policies and practices Art 27(1) SYSC 19F.1.4AR Requirements to define and implement remuneration policies and practices under appropriate internal procedures Restated into FCA Handbook with no change Art 27(2) SYSC 19F.1.4AR Requirements to ensure that their remuneration policies and practices apply to all relevant persons Restated into FCA Handbook with no change Art 27(3) SYSC 19F.1.4AR Requirement of senior management to approve the remuneration policy Restated into FCA Handbook with no change Art 27(4) SYSC 19F.1.4AR Further requirements on remuneration and similar incentives Restated into FCA Handbook with no change Article 28 Scope of personal transactions 45

MiFID ORG Regulation Article Handbook Reference Subject matter Handbook style drafting or other comment Art 28 Amendment to existing definition in the Glossary of definitions Definition of personal transaction Restated into FCA Glossary by amendment to existing definition of “personal transaction”. Drafting change made to ensure the correct scope of the definition applies to the relevant FCA rules. Article 29 Personal transactions Art 29(1) COBS 11.7A.5R(1) Arrangements in relation to personal transactions Restated into FCA Handbook with HSD changes only Art 29(2) COBS 11.7A.5R(2) Arrangements in relation to personal transactions Restated into FCA Handbook with HSD changes only Art 29(3) COBS 11.7A.5R(3) Arrangements in relation to personal transactions Restated into FCA Handbook with HSD changes only Art 29(4) COBS 11.7A.5R(4) Arrangements in relation to personal transactions Restated into FCA Handbook with HSD changes only Art 29(5) COBS 11.7A.5R(5) and (5A) Arrangements in relation to personal transactions Restated into FCA Handbook with HSD changes only Art 29(6) COBS 11.7A.2R(3) Application Restated into FCA Handbook with HSD changes only Article 30 Scope of critical importance operational functions Art 30(1) SYSC 8.1.4AR Scope of critical importance operational functions Restated into FCA Handbook with HSD changes only Art 30(2)(a) SYSC 8.1.5R(1) Functions not considered as critical or important Restated into FCA Handbook with HSD changes only Art 30(2)(b) SYSC 8.1.5R(2) Restated into FCA Handbook with HSD changes only 46

MiFID ORG Regulation Article Handbook Reference Subject matter Handbook style drafting or other comment Article 31 Outsourcing of critical or important operational functions Art 31(1) SYSC 8.1.6-AR Requirements and conditions to outsource critical or important functions Restated into FCA Handbook with HSD changes only Art 31(2) first paragraph [and second paragraph] SYSC 8.1.7R and SYSC 8.1.8R Requirements to exercise due skill, care and diligence when entering into, managing or terminating any arrangement for the outsourcing to a service provider of critical or important operational functions Restated into FCA Handbook with HSD changes only Art 31(2)(a) SYSC 8.1.8R(1) Conditions for the outsourcing to a service provider of critical or important operational functions Restated into FCA Handbook with HSD changes only Art 31(2)(b) SYSC 8.1.8R(2) Restated into FCA Handbook with HSD changes only Art 31(2)(c) SYSC 8.1.8R(3) Restated into FCA Handbook with HSD changes only Art 31(2)(d) SYSC 8.1.8R(4) Restated into FCA Handbook with HSD changes only Art 31(2)(e) SYSC 8.1.8R(5) Restated into FCA Handbook with HSD changes only Art 31(2)(f) SYSC 8.1.8R(6) Restated into FCA Handbook with HSD changes only Art 31(2)(g) SYSC 8.1.8R(7) Restated into FCA Handbook with HSD changes only Art 31(2)(h) SYSC 8.1.8R(8) Restated into FCA Handbook with HSD changes only Art 31(2)(i) SYSC 8.1.8R(9) Restated into FCA Handbook with HSD changes only Art 31(2)(j) SYSC 8.1.8R(10) Restated into FCA Handbook with HSD changes only Art 31(2)(k) SYSC 8.1.8R(11) Restated into FCA Handbook with HSD changes only Art 31(2)(l) SYSC 8.1.8R(12) Restated into FCA Handbook with HSD changes only 47

MiFID ORG Regulation Article Handbook Reference Subject matter Handbook style drafting or other comment Art 31(3) SYSC 8.1.9R Requirements on the content of the service agreement Restated into FCA Handbook with HSD changes only Art 31(4) SYSC 8.1.10R Requirements where the investment firm and the service provider are members of the same group Restated into FCA Handbook with HSD changes only Art 31(5) SYSC 8.1.11-AR Requirements on the availability of information for supervisory purposes Restated into FCA Handbook with HSD changes only Article 32 Service providers located in third countries Art 32(1)(a) SYSC 8.1.11-BR(1) Requirements on service providers located in third countries Restated into FCA Handbook with HSD changes only Art 32(1)(b) SYSC 8.1.11-BR(2) Restated into FCA Handbook with HSD changes only Art 32 (2)(a) SYSC 8.1.11-CG(1) Restated into FCA Handbook with HSD changes only Art 32(2)(b) SYSC 8.1.11-CG(1) Restated into FCA Handbook with HSD changes only Art 32(2)(c) SYSC 8.1.11-CG(1) Restated into FCA Handbook with HSD changes only Art 32 (2)(d) SYSC 8.1.11-CG(1) Restated into FCA Handbook with HSD changes only Art 32 (3) SYSC 8.1.11-CG(2) Restated into FCA Handbook with HSD changes only Article 33 Conflicts of interest potentially detrimental to a client Art 33 SYSC 10.1.4R Requirements on the identification of types of conflicts Restated into FCA Handbook with HSD changes only Article 34 Conflicts of interest policy 48

MiFID ORG Regulation Article Handbook Reference Subject matter Handbook style drafting or other comment Art 34(1) SYSC 10.1.10R Requirement to establish, implement and maintain an effective conflicts of interest policy Restated into FCA Handbook with HSD changes only Art 34(2)&(3) SYSC 10.1.11R Requirements on the content of the conflicts of interest policy Restated into FCA Handbook with HSD changes only Art 34(4) SYSC 10.1.8R and 10.1.9AR Requirements to prevent or manage conflicts of interest Restated into FCA Handbook with HSD changes only Art 34(5) SYSC 10.1.11AAR Requirements on the review of the conflicts of interest policy Restated into FCA Handbook with HSD changes only Article 35 Record of service or activities giving rise to detrimental conflict of interest Art 35 SYSC 10.1.6R and 10.1.6AAR Requirements on record of conflicts Restated into FCA Handbook with HSD changes only Article 36 Investment research and marketing communications Art 36(1) Existing definition in Glossary of definitions Definition of investment research Amendment made to existing definition of “investment research” to replace the cross-reference to the article with the full definition from the article. Art 36(2) COBS 12.2.18R(1) Obligations in relation to non￾independent research Restated into FCA Handbook with HSD changes only Article 37 Additional organisational requirements in relation to investment research or marketing communication 49

MiFID ORG Regulation Article Handbook Reference Subject matter Handbook style drafting or other comment Art 37(1) COBS 12.2.19R(1) & COBS 12.2.18AR Conflict of interest obligations in relation to investment research and non-independent research Restated into FCA Handbook with HSD changes only Art 37(2) COBS 12.2.21R Arrangements in relation to investment research Restated into FCA Handbook with HSD changes only Art 37(3) COBS 12.2.19R(2) Exemption from Art 37(1) Restated into FCA Handbook with HSD changes only Article 38 Additional general requirements in relation to underwriting or placing Art 38 (1) COBS 11A.1.2R Requirements to provide specific information to issuer clients Restated into FCA Handbook with HSD changes only Art 38 (2) COBS 11A.1.3R(1) Requirement to identify underwriting and placing operations Restated into FCA Handbook with HSD changes only Art 38 (3) COBS 11A.1.3R(2) Requirement to ensure that adequate controls are in place to manage conflicts of interest Restated into FCA Handbook with HSD changes only Article 39 Additional requirements in relation to pricing of offerings in relation to issuance of financial instruments Art 39(1) COBS 11A.1.4R Requirement for systems and controls to manage conflicts of interest Restated into FCA Handbook with HSD changes only Art 39(2) COBS 11A.1.5R Further requirements concerning the provision of information Restated into FCA Handbook with HSD changes only 50

MiFID ORG Regulation Article Handbook Reference Subject matter Handbook style drafting or other comment Article 40 Additional requirements in relation to placing Art 40(1) COBS 11A.1.6R(1) Arrangements in relation to placing Restated into FCA Handbook with HSD changes only Art 40(2) COBS 11A.1.6R(2) Arrangements in relation to conflicts of interest Restated into FCA Handbook with HSD changes only Art 40(3) COBS 11A.1.6R(3) Third party payments or benefits Restated into FCA Handbook with HSD changes only Art 40(4) COBS 11A.1.6R(4) Requirement for allocation policy Restated into FCA Handbook with HSD changes only Art 40(5) COBS 11A.1.6R(5) Requirement in relation to allocation Restated into FCA Handbook with HSD changes only Article 41 Additional requirements in relation to advice, distribution and self￾placement Art 41(1) COBS 11A.1.7R(1) Arrangements for prevention of conflicts Restated into FCA Handbook with HSD changes only Art 41(2) COBS 11A.1.7R(2) Arrangements for prevention of conflicts Restated into FCA Handbook with HSD changes only Art 41(3) COBS 11A.1.7R(3) Disclosure of conflicts Restated into FCA Handbook with HSD changes only Art 41(4) COBS 11A.1.7R(4) Additional disclosure requirements Restated into FCA Handbook with HSD changes only 51

MiFID ORG Regulation Article Handbook Reference Subject matter Handbook style drafting or other comment Article 42 Additional requirements in relation to lending or provision of credit in the context of underwriting or placement Art 42(1) COBS 11A.1.8R(1) Arrangements for prevention of conflicts Restated into FCA Handbook with HSD changes only Art 42(2) COBS 11A.1.8R(2) Disclosure of conflicts Restated into FCA Handbook with HSD changes only Art 42(3) COBS 11A.1.8R(3) Sharing of information Restated into FCA Handbook with HSD changes only Article 43 Record keeping in relation to underwriting or placing Art 43 COBS 11A.1.19R Record keeping Restated into FCA Handbook with HSD changes only Article 44 Fair, clear and not misleading information requirements Art 44(1) COBS 4.5A.3 R (1) General requirements Restated into FCA Handbook with HSD changes only Art 44(2) COBS 4.5A.3 R (2) General requirements Restated into FCA Handbook with HSD changes only Art 44(3) COBS 4.5A.7 R Comparative information Restated into FCA Handbook with HSD changes only Art 44(4) COBS 4.5A.10 R Past performance Restated into FCA Handbook with HSD changes only Art 44(5) COBS 4.5A.12 R Simulated past performance Restated into FCA Handbook with HSD changes only Art 44(6) COBS 4.5A.14 R Future performance Restated into FCA Handbook with HSD changes only Art 44(7) COBS 4.5A.8 R Referring to tax Restated into FCA Handbook with HSD changes only 52

MiFID ORG Regulation Article Handbook Reference Subject matter Handbook style drafting or other comment Art 44(8) COBS 4.5A.16 R Information that uses the name of the FCA or PRA Restated into FCA Handbook with HSD changes only Article 45 Information concerning client categorisation Art 45(1) COBS 3.3.1A R (1) General notifications Restated into FCA Handbook with HSD changes only Art 45(2) COBS 3.3.1A R (2) General notifications Restated into FCA Handbook with HSD changes only Art 45(3) COBS 3.7.3A R Providing clients with a higher level of protection Restated into FCA Handbook with HSD changes only Article 46 General requirements for information to clients Art 46(1) COBS 8A.1.5 R (1) General requirements for information to clients Restated into FCA Handbook with HSD changes only Art 46(2) COBS 6.1ZA.17 R (1) and COBS 14.3A.7 R Timing of disclosure Restated into FCA Handbook with HSD changes only Art 46(2A) COBS 6.1ZA.17 R (2) Timing of disclosure Restated into FCA Handbook with HSD changes only Art 46(2B) COBS 6.1ZA.17 R (3) Timing of disclosure Restated into FCA Handbook with HSD changes only Art 46(3) COBS 6.1ZA.19 R, COBS 8A.1.7 R and COBS 14.3A 9 R Medium of disclosure Restated into FCA Handbook with HSD changes only Art 46(4) COBS 6.1ZA.20 R and COBS 14.3A 10 R Keeping the client up to date Restated into FCA Handbook with HSD changes only Art 46(5) COBS 4.5A.9 R Consistent financial promotions Restated into FCA Handbook with HSD changes only Art 46(6) COBS 4.7.-1A R Direct offer financial promotions Restated into FCA Handbook with HSD changes only 53

MiFID ORG Regulation Article Handbook Reference Subject matter Handbook style drafting or other comment Article 47 Information about the investment firm and its services for clients and potential clients Art 47(1) COBS 6.1ZA.5 R Information about a firm and its services Restated into FCA Handbook with HSD changes only Art 47(2) COBS 6.1ZA.8 R (1) Information about a firm’s portfolio management service Restated into FCA Handbook with HSD changes only Art 47(3) COBS 6.1ZA.8 R (2) and (3) Information about a firm’s portfolio management service Restated into FCA Handbook with HSD changes only Article 48 Information about financial instruments Art 48(1) COBS 14.3A.5 R (1) and (2) and COBS 14.3A.7 R Providing a description of the nature and risks of financial instruments Restated into FCA Handbook with HSD changes only Art 48(2) COBS 14.3A.5 R (3) Providing a description of the nature and risks of financial instruments Restated into FCA Handbook with HSD changes only Art 48(3) COBS 14.3A.5A R and COBS 14.3A.7 R Providing a description of the nature and risks of financial instruments Restated into FCA Handbook with HSD changes only Art 48(4) COBS 14.3A.5B R Providing a description of the nature and risks of financial instruments Restated into FCA Handbook with HSD changes only Art 48(5) COBS 14.3A.5C R Providing a description of the nature and risks of financial instruments Restated into FCA Handbook with HSD changes only 54

MiFID ORG Regulation Article Handbook Reference Subject matter Handbook style drafting or other comment Article 49 Information concerning safeguarding of client financial instruments or client funds Art 49(1) COBS 6.1ZA.9 R Information concerning safeguarding of financial instruments belonging to clients and client money Restated into FCA Handbook with HSD changes only Art 49(2) COBS 6.1ZA.9 R (1) (a) Information concerning safeguarding of financial instruments belonging to clients and client money Restated into FCA Handbook with HSD changes only Art 49(3) COBS 6.1ZA.9 R (1) (b) Information concerning safeguarding of financial instruments belonging to clients and client money Restated into FCA Handbook with HSD changes only Art 49(4) COBS 6.1ZA.9 R (1) (c) Information concerning safeguarding of financial instruments belonging to clients and client money Restated into FCA Handbook with HSD changes only Art 49(5) COBS 6.1ZA.9 R (1) (d) Information concerning safeguarding of financial instruments belonging to clients and client money Restated into FCA Handbook with HSD changes only Art 49(6) COBS 6.1ZA.9 R (2) Information concerning safeguarding of financial instruments belonging to clients and client money Restated into FCA Handbook with HSD changes only 55

MiFID ORG Regulation Article Handbook Reference Subject matter Handbook style drafting or other comment Art 49(7) COBS 6.1ZA.9 R (3) Information concerning safeguarding of financial instruments belonging to clients and client money Restated into FCA Handbook with HSD changes only Article 50 Information on costs and associated charges Art 50 COBS 6.1ZA.14 R Costs and associated charges disclosure Restated into FCA Handbook with no changes. Changes consulted on separately in CP 25/9 (Further proposals on product information for Consumer Composite Investments) Article 51 Information provided Art 51 COBS 14.3A.11 R Information provided in relation to units in collective investment undertakings or PRIIPs Restated into FCA Handbook with no changes. Changes consulted on separately in CP 25/9 (Further proposals on product information for Consumer Composite Investments) Article 52 Information about investment advice Art 52(1) COBS 6.2B.32 R and COBS Requirements for firms providing Restated into FCA Handbook with HSD changes only 6.2B.35 R both independent and restricted advice and disclosing the nature of advice provided. Art 52(2) COBS 6.2B.36 R (1)(a) Disclosing the nature of advice provided Restated into FCA Handbook with HSD changes only Art 52(3) COBS 6.2B.36 R (1)(b) and (2) Disclosing the nature of advice provided Restated into FCA Handbook with HSD changes only 56

MiFID ORG Regulation Article Handbook Reference Subject matter Handbook style drafting or other comment Art 52(4) COBS 6.2B.36 R (2) Disclosing the nature of advice provided Restated into FCA Handbook with HSD changes only Art 52(5) COBS 9A.3.8 R Periodic assessments Restated into FCA Handbook with HSD changes only Article 53 Investment advice on an independent basis Art 53(1) COBS 6.2B.18 R Sufficient range Restated into FCA Handbook with HSD changes only Art 53(2) COBS 6.2B.15 R Requirements for firms providing focused independent advice Restated into FCA Handbook with HSD changes only Art 53(3) COBS 6.2B.29 R Requirements for firms providing both independent and restricted advice Restated into FCA Handbook with HSD changes only Article 54 Assessment of suitability and suitability report Art 54(1) COBS 9A.2.23 R and COBS 9A.3.1 R Automated or semi-automated systems and explaining the reasons for assessing suitability Restated into FCA Handbook with HSD changes only Art 54(2) COBS 9A.2.4 R Assessing the extent of the information required Restated into FCA Handbook with HSD changes only Art 54(3) COBS 9A.2.5 R Professional clients Restated into FCA Handbook with HSD changes only Art 54(4) COBS 9A.2.7 R Obtaining information about a client’s financial situation Restated into FCA Handbook with HSD changes only Art 54(5) COBS 9A.2.8 R Obtaining information about a client’s investment objectives Restated into FCA Handbook with HSD changes only 57

MiFID ORG Regulation Article Handbook Reference Subject matter Handbook style drafting or other comment Art 54(6) COBS 9A.2.15 R Identifying the subject of a suitability assessment Restated into FCA Handbook with HSD changes only Art 54(7) COBS 9A.2.9 R and COBS 9A.2.10 R Reliability of information Restated into FCA Handbook with HSD changes only Art 54(8) COBS 9A.2.13 R Insufficient information Restated into FCA Handbook with HSD changes only Art 54(9) COBS 9A.2.19 R Adequate policies and procedures Restated into FCA Handbook with HSD changes only Art 54(10) COBS 9A.2.20 R Unsuitability Restated into FCA Handbook with HSD changes only Art 54(11) COBS 9A.2.18 R Switching Restated into FCA Handbook with HSD changes only Art 54(12) COBS 9A.3.3 R Providing a suitability report Restated into FCA Handbook with HSD changes only Art 54(13) COBS 9A.3.9 R Periodic assessments Restated into FCA Handbook with HSD changes only Article 55 Provisions common to the assessment of suitability or appropriateness Art 55(1) COBS 9A.2.6 R and COBS 10A.2.4 R Obtaining information about knowledge and experience Restated into FCA Handbook with HSD changes only Art 55(2) COBS 9A.2.11 R and COBS 10A.2.5 R Discouraging the provision of information Restated into FCA Handbook with HSD changes only Art 55(3) COBS 9A.2.12 R and COBS 10A.2.6 R Reliance on information Restated into FCA Handbook with HSD changes only Article 56 Assessment of appropriateness and related record-keeping obligations 58

MiFID ORG Regulation Article Handbook Reference Subject matter Handbook style drafting or other comment Art 56(1) COBS 10A.2.3 R Assessing a client’s knowledge and experience Restated into FCA Handbook with HSD changes only Art 56(2) COBS 10A.7.2 R (2) Record keeping Restated into FCA Handbook with HSD changes only Article 57 Provision of services in non￾complex instruments Art 57 COBS 10A.4.2 R Other non-complex financial instruments Restated into FCA Handbook with HSD changes only Article 58 Retail and professional client agreements Art 58 COBS 8A.1.4 R Providing a client agreement: retail and professional clients Restated into FCA Handbook with HSD changes only Article 59 Reporting obligations in respect of execution of orders other than for portfolio management Art 59(1) COBS 16A.3.1 R (1), (2), (3) and (4) Execution of orders other than when undertaking portfolio management Restated into FCA Handbook with HSD changes only Art 59(2) COBS 16A.3.1 R (1)(c) Execution of orders other than when undertaking portfolio management Restated into FCA Handbook with HSD changes only Art 59(3) COBS 16A.3.1 R (5) Execution of orders other than when undertaking portfolio management Restated into FCA Handbook with HSD changes only 59

MiFID ORG Regulation Article Handbook Reference Subject matter Handbook style drafting or other comment Art 59(4) COBS 16A.3.1 R (6) and (7) Execution of orders other than when undertaking portfolio management Restated into FCA Handbook with HSD changes only Art 59(5) COBS 16A.3.1 R (8) Execution of orders other than when undertaking portfolio management Restated into FCA Handbook with HSD changes only Article 60 Reporting obligations in respect of portfolio management Art 60(1) COBS 16A.4.1 R (1) Provision by a firm and contents Restated into FCA Handbook with HSD changes only Art 60(2) COBS 16A.4.1 R (2) Provision by a firm and contents Restated into FCA Handbook with HSD changes only Art 60(3) COBS 16A.4.1 R (3) Provision by a firm and contents Restated into FCA Handbook with HSD changes only Art 60(4) COBS 16A.4.1 R (4) Provision by a firm and contents Restated into FCA Handbook with HSD changes only Article 61 Reporting obligations in respect of eligible counterparties Art 61 COBS 1 Annex 1, 1.1 R Application to eligible counterparty business Incorporated in the table of application to eligible counterparty business in COBS 1 Annex 1 Article 62 Additional reporting obligations for portfolio management or contingent liablity transactions 60

MiFID ORG Regulation Article Handbook Reference Subject matter Handbook style drafting or other comment Art 62 Repealed by Markets in Financial Instruments (Investor Reporting) (Amendment) Regulations 2022/1297 reg.2(4) (January 18, 2023) Article 63 Statements of client financial instruments or client funds Art 63(1) COBS 16A.5.1 R (1) and (2) Statements of client financial instruments or client funds Restated into FCA Handbook with HSD changes only Art 63(2)(a) COBS 16A.5.1 R 1(b), (3) and (4) Statements of client financial instruments or client funds Restated into FCA Handbook with HSD changes only Art 63(3) COBS 16A.5.1 R (5) Statements of client financial instruments or client funds Restated into FCA Handbook with HSD changes only Article 64 Best execution criteria Art 64(1) COBS 11.2A.8R(1) Best execution criteria Restated into FCA Handbook with HSD changes only Art 64(2) COBS 11.2A.8R(2) Specific instructions Restated into FCA Handbook with HSD changes only Art 64(3) COBS 11.2A.8R(3) Commissions Restated into FCA Handbook with HSD changes only Art 64(4) COBS 11.2A.8R(4) OTC products Restated into FCA Handbook with HSD changes only Article 65 Duty of investment firms carrying out portfolio management and reception and transmission of orders to act in the best interests of the client 61

MiFID ORG Regulation Article Handbook Reference Subject matter Handbook style drafting or other comment Art 65(1) COBS 11.2A.34R(1) Duty of portfolio managers to act in the client’s best interest Restated into FCA Handbook with HSD changes only Art 65(2) COBS 11.2A.34R(2) Duty of receivers and transmitters to act in the client’s best interest Restated into FCA Handbook with HSD changes only Art 65(3) COBS 11.2A.34R(3) Requirements for acting in client’s best interest Restated into FCA Handbook with HSD changes only Art 65(4) COBS 11.2A.34R(4) Obtaining best possible result for client Restated into FCA Handbook with HSD changes only Art 65(5) COBS 11.2A.34R(5) Order execution policy Restated into FCA Handbook with HSD changes only Art 65(6) COBS 11.2A.34R(6) Information on order execution policy Restated into FCA Handbook with HSD changes only Art 65(7) COBS 11.2A.34R(7) Monitoring the effectiveness of order execution policy; material change Restated into FCA Handbook with HSD changes only; definition of ‘material change’ moved into Glossary as a new Glossary term Art 65(8) COBS 11.2A.1R(5) Exception to application of the provision Restated into FCA Handbook with HSD changes only Article 66 Execution policy Art 66(1) COBS 11.2A.25R(1) Order execution policy requirements Restated into FCA Handbook with HSD changes only Art 66(2) COBS 11.2A.25R(2) Information to depend on class of financial instrument Restated into FCA Handbook with HSD changes only Art 66(3) COBS 11.2A.25R(3) Information to be provided to clients Restated into FCA Handbook with HSD changes only 62

MiFID ORG Regulation Article Handbook Reference Subject matter Handbook style drafting or other comment Art 66(4) COBS 11.2A.25R(4) Information on fees Restated into FCA Handbook with HSD changes only Art 66(5) COBS 11.2A.25R(5) Information on execution venues Restated into FCA Handbook with HSD changes only Art 66(6) COBS 11.2A.25R(6) Information on third party payments Restated into FCA Handbook with HSD changes only Art 66(7) COBS 11.2A.25R(7) Information on benefits received by the firm Restated into FCA Handbook with HSD changes only Art 66(8) COBS 11.2A.25R(8) Client requests for information Restated into FCA Handbook with HSD changes only Art 66(9) COBS 11.2A.25R(9) Information for retail clients Restated into FCA Handbook with HSD changes only Article 67 General principles Art 67(1) COBS 11.3.2AR(1) Carrying out client orders Restated into FCA Handbook with HSD changes only Art 67(2) COBS 11.3.4AR Settlement of executed orders Restated into FCA Handbook with HSD changes only Art 67(3) COBS 11.3.5AR Use of information relating to pending client orders Restated into FCA Handbook with HSD changes only Article 68 Aggregation and allocation of orders Art 68(1) COBS 11.3.7AR Aggregation and allocation of orders Restated into FCA Handbook with HSD changes only Art 68(2) COBS 11.3.8AR Partial execution of aggregated client orders Restated into FCA Handbook with HSD changes only Article 69 Aggregation and allocation of transactions for own account 63

MiFID ORG Regulation Article Handbook Reference Subject matter Handbook style drafting or other comment Art 69(1) COBS 11.3.9AR Aggregation and allocation of transactions for own account Restated into FCA Handbook with HSD changes only Art 69(2) COBS 11.3.10AR Partial execution of aggregated order Restated into FCA Handbook with HSD changes only Art 69(3) COBS 11.3.11AR Procedures designed to prevent reallocation Restated into FCA Handbook with HSD changes only Article 70 Prompt, fair and expeditious execution of client orders and publication of unexecuted client limit orders for shares traded on a trading venue Art 70(1) COBS 11.4.3AR(1) Obligation to make unexecuted client limit orders public Restated into FCA Handbook with HSD changes only Art 70(2) COBS 11.4.3AR(2) Regulated markets and MTFs to be prioritised Restated into FCA Handbook with HSD changes only Article 71 Eligible counterparties Art 71(1) COBS 3.6.4A R Per se eligible counterparties No restatement into FCA Handbook necessary as this already exists in COBS. Art 71(2) COBS 3.7.3B R (1) Providing clients with a higher level of protection Restated into FCA Handbook with HSD changes only Art 71(3) COBS 3.7.3B R (2) Providing clients with a higher level of protection Restated into FCA Handbook with HSD changes only 64

MiFID ORG Regulation Article Handbook Reference Subject matter Handbook style drafting or other comment Art 71(4) COBS 3.7.3B R (3) Providing clients with a higher level of protection Restated into FCA Handbook with HSD changes only Art 71(5) COBS 3.6.4B R Elective eligible counterparties Restated into FCA Handbook with HSD changes only Article 72 Retention of records Art 72(1)(a) SYSC 9.1.2-AR(1) Requirements and conditions on the retention of records Restated into FCA Handbook with HSD changes only Art 72(1)(b) SYSC 9.1.2-AR(2) Restated into FCA Handbook with HSD changes only Art 72(1)(c) SYSC 9.1.2-AR(3) Restated into FCA Handbook with HSD changes only Art 72(1)(d) SYSC 9.1.2-AR(4) Restated into FCA Handbook with HSD changes only Art 72(1)(e) SYSC 9.1.2-AR(5) Restated into FCA Handbook with HSD changes only Art 72(2) SYSC 9.1.1BR(1) Requirements on minimum records Restated into FCA Handbook with HSD changes only Art 72(3) SYSC 9.1.1BR(2) Further requirements on records of policies and procedures Restated into FCA Handbook with HSD changes only Article 73 Record keeping of rights and obligations of the investment firm and client Art 73 COBS 8A.1.10R Record keeping: client agreements Restated into FCA Handbook with HSD changes only Article 74 Record keeping of client orders and decision to deal Art 74 COBS 11.5A.2R Recording initial orders received from clients Restated into FCA Handbook with HSD changes only 65

MiFID ORG Regulation Article Handbook Reference Subject matter Handbook style drafting or other comment Article 75 Record keeping of transactions and order processing Art 75 COBS 11.5A.3 R Record keeping in relation to transactions and order processing Restated into FCA Handbook with HSD changes only Article 76 Recording of telephone conversations or electronic communications Art 76(1) to (7) SYSC 10A.1.15R Obligations for telephone and electronic communications Restated into FCA Handbook with HSD changes only Art 76(8) SYSC 10A.1.12AR Requirements on notifications to clients Restated into FCA Handbook with HSD changes only Art 76(9) to (11) SYSC 10A.1.16R Requirements on record-keeping Restated into FCA Handbook with HSD changes only Article 77 Qualification as an SME Art 77(1)(a) Glossary – SME definition Deeming provisions for SMEs with shares traded for less than 3 years Restated into FCA Handbook with HSD changes only Art 77(1)(b) Glossary – SME definition Deeming provisions for SMEs with shares traded for less than 3 years Restated into FCA Handbook with HSD changes only Art 77(1)(c) Glossary – SME definition Deeming provisions for SMEs with shares traded for less than 3 years Restated into FCA Handbook with HSD changes only Art 77(2) Glossary – SME definition Deeming provision for SME with no equity instruments traded on a venue Restated into FCA Handbook with HSD changes only 66

MiFID ORG Regulation Article Handbook Reference Subject matter Handbook style drafting or other comment Article 78 Registration as an SME growth market Art 78(1) MAR 5.10.2AR(1) and (2) Registration as an SME growth market Language amended to clarify this is a firm-facing obligation Art 78(2)(a) MAR 5.10.2AR(3)(a) Registration as an SME growth market Restated into FCA Handbook with HSD changes only Art 78(2)(b) MAR 5.10.2AR(3)(b) Registration as an SME growth market Restated into FCA Handbook with HSD changes only Art 78(2)(c) MAR 5.10.2AR(3)(c) Registration as an SME growth market Restated into FCA Handbook with HSD changes only Art 78(2)(d) MAR 5.10.2AR(3)(d) Registration as an SME growth market Restated into FCA Handbook with HSD changes only Art 78(2)(e) MAR 5.10.2AR(3)(e) Registration as an SME growth market Restated into FCA Handbook with HSD changes only Art 78(2)(f) MAR 5.10.2AR(3)(f) Registration as an SME growth market Restated into FCA Handbook with HSD changes only Art 78(2)(g) MAR 5.10.2AR(3)(g) Registration as an SME growth market Restated into FCA Handbook with HSD changes only Art 78(2(h) MAR 5.10.2AR(3)(h) Registration as an SME growth market Restated into FCA Handbook with HSD changes only Art 78(2)(i) MAR 5.10.2AR(3)(i) Registration as an SME growth market Restated into FCA Handbook with HSD changes only 67

MiFID ORG Regulation Article Handbook Reference Subject matter Handbook style drafting or other comment Art 78(2)(j) MAR 5.10.2AR(3)(j) Registration as an SME growth market Restated into FCA Handbook with HSD changes only Art 78(3) MAR TP 3A Definition of UK law implementing Directive 2003/71/EC Deleted and transitional provisions introduced in relation to MAR 5.10.2AR(3)(c) and (h) are set out in MAR TP 3A. Article 79 Deregistration as an SME Growth market Art 79(1) MAR 5.10.2CR(1) Deregistration as an SME growth market Restated with HSD changes only Art 79(2) MAR 5.10.2CR(2) Deregistration as an SME growth market Restated with HSD changes only … … Article 81 Circumstances where significant infringements of the rules of a trading venue or disorderly trading conditions or system disruptions in relation to a financial instrument may be assumed Art 81(1) MAR 5.6.1R (4) Obligation to consider the factors in Restated into FCA Handbook with HSD changes only MAR 5A.8.1R (4) MAR 1 Annex 3(1) when assessing the requirement to inform the REC 3.25.2R (1) FCA of significant infringements of the rules of the trading venue, disorderly trading conditions or systems disruptions 68

MiFID ORG Regulation Article Handbook Reference Subject matter Handbook style drafting or other comment Art 81(2) Not restated Clarification on the circumstances in which information under A.81(1) would be required Not restated into FCA Handbook as not needed Article 82 Circumstances where a conduct indicating behaviour that is prohibited under Regulation (EU) No 596/2014 may be assumed Art 82(1) MAR 5.6.1R (5) Obligation to consider the Restated into FCA Handbook with HSD changes only MAR 5A.8.1R (5) factors in MAR 1 Annex 3(2) when assessing whether the requirement REC 3.25.3R (1) to inform the FCA of conduct that may indicate a breach of the Market Abuse Regulation applies Art 82(2) MAR 5.6.1AR (1) MAR 5A.8.1AR (1) REC 3.25.3(2) Obligation to consider additional factors for trading venues where financial instruments or related financial instruments are traded Restated into FCA Handbook with HSD changes only Art 82(3) MAR 5.6.1AR (2) MAR 5A.8.1AR (2) REC 3.25.3(3) Obligations to take into account front running behaviours Restated into FCA Handbook with HSD changes only Article 83 Position reporting Art 83 Not restated as part of this exercise. See FCA PS 25/1: Reforming the commodity derivatives regulatory framework Position reporting See FCA PS 25/1: Reforming the commodity derivatives regulatory framework and MAR 10.4.3A R to be commenced in accordance with Commodity Derivatives (Position limits, position management and perimeter)(No 2) Instrument 2025. 69

MiFID ORG Regulation Article Handbook Reference Subject matter Handbook style drafting or other comment Article 84 Obligation to provide market data on a reasonable commercial basis Art 84 Not restated as part of this exercise. See FCA CP23/33: Consultation on payments to data providers and DRSP forms including Policy Statement for the framework for UK consolidated tape (CP23/15) Obligation to provide market data on a reasonable commercial basis Not restated as part of this exercise. Issues relating to Articles 84-89 were considered in the making of the Data Reporting Services Forms (Amendment) Instrument 2024 [See FCA CP23/33: Consultation on payments to data providers and DRSP forms including Policy Statement for the framework for UK consolidated tape (CP23/15)]. Article 84 was revoked as of 5 April 2024 pursuant to regulation 4(d) (i) SI 2023/1382 Article 85 Provision of market data on the basis of cost Art 85 Not restated as part of this exercise. See FCA CP23/33: Consultation on payments to data providers and DRSP forms including Policy Statement for the framework for UK consolidated tape (CP23/15) Provision of market data on the basis of cost See commentary for Article 84 Article 86 Obligation to provide market data on a non￾discriminatory basis 70

MiFID ORG Regulation Article Handbook Reference Subject matter Handbook style drafting or other comment Art 86 Not restated as part of this exercise. See FCA CP23/33: Consultation on payments to data providers and DRSP forms including Policy Statement for the framework for UK consolidated tape (CP23/15) Obligation to provide market data on a non-discriminatory basis See commentary for Article 84 Article 87 Per user fees Art 87 Not restated as part of this exercise. See FCA CP23/33: Consultation on payments to data providers and DRSP forms including Policy Statement for the framework for UK consolidated tape (CP23/15) Per user fees See commentary for Article 84 Article 88 Unbundling and disaggregating market data Art 88 Not restated as part of this exercise. See FCA CP23/33: Consultation on payments to data providers and DRSP forms including Policy Statement for the framework for UK consolidated tape (CP23/15) Unbundling and disaggregating market data See commentary for Article 84 Article 89 Transparency obligation 71

MiFID ORG Regulation Article Handbook Reference Subject matter Handbook style drafting or other comment Art 89 Not restated as part of this exercise. See FCA CP23/33: Consultation on payments to data providers and DRSP forms including Policy Statement for the framework for UK consolidated tape (CP23/15) Transparency obligation See commentary for Article 84 Article 90 Determination of the substantial importance of the operations of a trading venue in a host Member State Art 90 Not restated as previously revoked Determination of the substantial importance of the operations of a trading venue in a host Member State Not restated as previously revoked Article 91 Entry into force and application Art 91 Not restated as not needed Entry into force and application Not restated as not needed Annex I Record-keeping Annex I Client COBS 2.2A.7 R, COBS Content as provided for under Combination of existing COBS rules and new rules assessment – 3.8.2 R, COBS 4.11A.3 Article 24(4) of MiFID and Articles information to R, COBS 6.1ZA.25 R, 44 to 51 of the MiFID Org Reg clients COBS6.2B.40B R, COBS 8A.1.9 R, COBS 9A.4.2A R and COBS 14.3A.13 R 72

MiFID ORG Regulation Article Handbook Reference Subject matter Handbook style drafting or other comment Annex I Client assessment – client agreements COBS 8A.1.9 R and 8A.1.10R Records as provided for under Article 25(5) of MiFID and Article 58 of the MiFID Org Reg Combination of existing COBS rule and new rule Annex I Client COBS 9A.4.2A R, COBS Content as provided for under Combination of existing COBS rule and new rule assessment – 10A.7.2 R Article 25(2) and (3) of MiFID and Assessment of Articles 54, 55 and 60 of the MiFID suitability and Org Reg appropriateness Annex I Order handling – Client￾order handling– aggregated transactions COBS 11.3.15R Records as provided for under Articles 67 to 70 of the MiFID Org Reg Restated into FCA Handbook as new rule, in same location as the rules replicating Articles 67-70 of MiFID Org Reg Annex I Order handling – Aggregation and allocation of transactions for own account COBS 11.3.15R Records as provided for under Article 69 of the MiFID Org Reg Restated into FCA Handbook as new rule, in same location as the rule replicating Article 69 of MiFID Org Reg Annex I Client Orders and transactions – record keeping of client orders or decisions to deal COBS 11.5A.2R Records as provided for under Article 74 of the MiFID Org Reg. Restated into FCA Handbook with HSD changes only 73

MiFID ORG Regulation Article Handbook Reference Subject matter Handbook style drafting or other comment Annex I Client Orders and transactions – record keeping of transactions and order processing COBS 11.5A.3R Records as provided for under Article 75 of the MiFID Org Reg Restated into FCA Handbook with HSD changes only Annex I Reporting to clients – obligation in respect of services provided to clients COBS 16A.2.4R Contents as provided for under Articles 59 to 63 of the MiFID Org Reg Restated into FCA Handbook as a new rule, in same location as the rules replicating Articles 59, 60 and 63 of MiFID Org Reg Annex I Safeguarding of client assets – client financial instruments held by an investment firm CASS 6.2.1R, Article 2(1)(a): CASS 6.2.2R Article 2(1)(b): CASS 6.6.3R Article 2(1)(c): CASS 6.6.34R Article 2(4): CASS 6.3.6AR Article 2(5): CASS 10.1.7R Records as provided for under Article 16(8) of MiFID and under Article 2 of Commission Delegated Directive (EU) 2017/593 Existing rules in FCA Handbook Annex I Safeguarding of client assets – client funds held by an investment firm CASS 7.12.1R, Article 2(1)(a): CASS 7.15.2R Article 2(1)(b): CASS 7.15.3R Article 2(1)(c): CASS 7.15.20R Article 2(5): CASS 10.1.7R Records as provided for under Article 16(9) of MiFID and under Article 2 of Delegated Directive (EU) 2017/593 Existing rule in FCA Handbook Annex I Safeguarding of client assets – use of client financial instruments CASS 6.4.3R Records provided for under Article 5 of Delegated Directive (EU) 2017/593 Existing rule in FCA Handbook 74

MiFID ORG Regulation Article Handbook Reference Subject matter Handbook style drafting or other comment Annex I Communications with clients – information about costs and associated charges COBS 6.1ZA.25R Contents as provided for under Article 50 of MiFID Org Reg Restated into FCA Handbook as a new rule, in same location as the rules replicating Article 50 of MiFID Org Reg Annex I Communications with clients – information about the investment firm and its services, financial instruments and safe-guarding of client assets COBS 6.1ZA.25R and COBS 14.3A.13R Content as provided for under Articles 47, 48 and 49 of MiFID Org Reg Restated into FCA Handbook as new rules, in same locations as the rules replicating Articles 47, 48 and 49 of MiFID Org Reg Annex I Communications with clients – information to clients COBS 4.11A.3R Records of communication – see Article 46 of MiFID Org Reg Restated into FCA Handbook as a new rule Annex I Communications with clients– marketing communications (except in oral form) COBS 4.11A.3R Each marketing communication issued by the investment firm (except in oral form) as provided under Articles 44 and 46 of MiFID Org Reg Restated into FCA Handbook as a new rule 75

MiFID ORG Regulation Article Handbook Reference Subject matter Handbook style drafting or other comment Annex I Communications with clients – investment advice to retail clients COBS 9A.4.2AR (i) The fact, time and date that investment advice was rendered and (ii) the financial instrument that was recommended (iii) the suitability report provided to the client – see Article 54 of the MiFID Org Reg Restated into FCA Handbook as a new rule, in same location as the rules replicating Article 54 of MiFID Org Reg Annex I Communications with clients – investment research COBS 12.2.25R Each item of research issued by the investment firm in a durable medium – see Articles 36 and 37 MiFID Org Reg Restated into FCA Handbook as new rule, in same location as the rules replicating Articles 36 and 37 of MiFID Org Reg Annex I Organisational requirements – the firm’s business and internal organisation SYSC 9.1.1BR(1) Records as provided for under Article 21(1)(f) of MiFID Org Reg Restated into FCA Handbook as new rule Annex I SYSC 9.1.1BR(1) Each compliance report to Restated into FCA Handbook as new rule Organisational management body - see Article requirements 22(2) (c) and Article 25(2) of MiFID – compliance Org Reg reports Annex I Organisational requirements – conflicts of interest record SYSC 9.1.1BR(1) Records as provided for under Article 35 of MiFID Org Reg Restated into FCA Handbook as new rule 76

MiFID ORG Regulation Article Handbook Reference Subject matter Handbook style drafting or other comment Annex I Organisational requirements – inducements COBS 2.3A.34AR The information disclosed to clients under Article 24(9) of MiFID. Also see Article 11, 12 and 13 of Delegated Directive (EU) 2017/593 Restated into FCA Handbook as new rule Annex I Organisational requirements – risk management reports SYSC 9.1.1BR(1) Each risk management report to senior management. See Article 23(1)(b) and Article 25(2) of MiFID Org Reg Restated into FCA Handbook as new rule Annex I Organisational requirements – internal audit reports SYSC 9.1.1BR(1) Each internal audit report to senior management – see Article 24 and Article 25(2) of MiFID Org Reg Restated into FCA Handbook as new rule Annex I Organisational requirements – complaints￾handling records DISP 1.1A.37R Each complaint and the complaint handling measures taken to address the complaint – see Article 26 of MiFID Org Reg Obligation restated to FCA Handbook through amendment to existing rule Annex I COBS 11.7A.5R(5)(c) and Records as provided for under Restated into FCA Handbook as new rule, in same Organisational requirements – records of personal records SYSC 9.1.1BR(1) Article 29(5)(c) of MiFID Org Reg location as the rule replicating Article 29(5)(c) MiFID Org Reg Annex II Costs and charges Table 1 COBS 6 Annex 7 R Identified costs that should form part of the costs to be disclosed to the clients Restated into FCA Handbook with HSD changes only 77

MiFID ORG Regulation Article Handbook Reference Subject matter Handbook style drafting or other comment Table 2 COBS 6 Annex 7 R Identified costs that should form part of the costs to be disclosed to the clients Restated into FCA Handbook with HSD changes only Annex III Requirement for operators of trading venues to immediately inform their national competent authority Annex III MAR 1 Annex III Requirement for operators of trading venues to immediately inform their national competent authority Restated into FCA Handbook with HSD changes only Annex IV [No title] Annex IV section 1 COBS 11.5A.4R Minimum details to be recorded in relation to client orders and decisions to deal Restated into FCA Handbook with HSD changes only Annex IV section 2 COBS 11.5A.5R Minimum details to be recorded in relation to transactions and order processing Restated into FCA Handbook with HSD changes only 78

Appendix 1 Made rules (legal instrument)

FCA 2025/40 FOS 2025/4 MARKETS IN FINANCIAL INSTRUMENTS (TRANSFER OF MiFID ORGANISATIONAL REGULATION) INSTRUMENT 2025 Powers exercised by the Financial Conduct Authority A. The Financial Conduct Authority (“the FCA”) makes this instrument in the exercise of the powers and related provisions in or under: (1) the following sections of the Financial Services and Markets Act 2000 (“the Act”): (a) section 73A (Part 6 Rules); (b) section 89A (Transparency rules); (c) section 89B (Provision of voteholder information); (d) section 137A (The FCA’s general rules); (e) section 137R (Financial promotion rules); (f) section 137T (General supplementary powers); (g) section 138D (Actions for damages); (h) section 139A (Power of the FCA to give guidance); (i) section 143C (Duty to make rules applying to FCA investment firms); (j) section 143D (Duty to make rules applying to parent undertakings); (k) section 143E (Powers to make rules applying to parent undertakings); (l) section 226 (Compulsory jurisdiction); and (m) section 300H (Rules relating to investment exchanges and data reporting service providers); (2) regulation 11 of the Financial Services and Markets Act 2000 (Recognition Requirements for Investment Exchanges, Clearing Houses and Central Securities Depositories) Regulations 2001 (SI 2001/995); and (3) the other rule and guidance making powers listed in Schedule 4 (Powers exercised) to the General Provisions of the FCA’s Handbook. B. The rule-making powers listed above are specified for the purposes of section 138G(2) (Rule-making instruments) of the Act. C. The FCA approves the Voluntary Jurisdiction rules and guidance to be made and amended, the standard terms for Voluntary Jurisdiction participants to be fixed and varied and the scheme rules made and amended by the Financial Ombudsman Service Limited under this instrument. Powers exercised by the Financial Ombudsman Service Limited D. The Financial Ombudsman Service Limited: (1) makes and amends the rules and guidance for the Voluntary Jurisdiction; and (2) fixes and varies the standard terms for Voluntary Jurisdiction participants,

FCA 2025/40 FOS 2025/4 to incorporate the changes to the Glossary of definitions as set out in Annex A to this instrument; and (3) makes and amends the scheme rules, in order to incorporate the changes to the Glossary of definitions as set out in Annex A to this instrument, in the exercise of the following powers and related provisions in the Act: (a) section 227 (Voluntary Jurisdiction); (b) paragraph 8 (Information, advice and guidance) of Schedule 17; (c) paragraph 14 (The scheme operator’s rules) of Schedule 17; (d) paragraph 18 (Terms of reference to the scheme) of Schedule 17; and (e) paragraph 20 (Voluntary Jurisdiction rules: procedure) of Schedule 17. E. The making and amendment of the rules and guidance, the fixing and varying of the standard terms and the making and amendment of scheme rules by the Financial Ombudsman Service Limited, as set out at Paragraph D above, is subject to the consent and approval of the Financial Conduct Authority. Commencement F. Part 2 of Annex A to this instrument comes into force on 12 January 2026. G. Part 2 of Annex F to this instrument comes into force on 19 January 2026. H. All other parts of this instrument come into force on 23 October 2025. Interpretation I. In this instrument, any reference to any provision of assimilated direct legislation is a reference to it as it forms part of assimilated law. Amendments to the Handbook J. The modules of the FCA’s Handbook of rules and guidance listed in column (1) below are amended in accordance with the Annexes to this instrument listed in column (2) below. (1) (2) Glossary of definitions Annex A Senior Management Arrangements, Systems and Controls sourcebook (SYSC) Annex B Training and Competence sourcebook (TC) Annex C General Provisions (GEN) Annex D Prudential sourcebook for MiFID Investment Firms (MIFIDPRU) Annex E Conduct of Business sourcebook (COBS) Annex F Banking: Conduct of Business sourcebook (BCOBS) Annex G Client Assets sourcebook (CASS) Annex H Page 2 of 252

FCA 2025/40 FOS 2025/4 Market Conduct sourcebook (MAR) Annex I Supervision manual (SUP) Annex J Decision Procedure and Penalties manual (DEPP) Annex K Dispute Resolution: Complaints sourcebook (DISP) Annex L Professional Firms sourcebook (PROF) Annex M Recognised Investment Exchanges sourcebook (REC) Annex N Disclosure Guidance and Transparency Rules sourcebook (DTR) Annex O Amendments to the Pisces sourcebook (PS) K. The Pisces sourcebook (PS) is amended in accordance with Annex P to this instrument. The Pisces sourcebook (PS) forms part of the FCA Handbook but is not digitally incorporated into the Handbook website. Amendments to material outside the Handbook L. The MiFID 2 Onshoring Guide (M2G) is amended in accordance with Annex Q to this instrument. Notes M. In the Annexes to this instrument, the notes (indicated by “Note:” or “Editor’s note:”) are included for the convenience of readers, but do not form part of the legislative text. Citation N. This instrument may be cited as the Markets in Financial Instruments (Transfer of MiFID Organisational Regulation) Instrument 2025. By order of the Board of the Financial Conduct Authority 2 October 2025 By order of the Board of the Financial Ombudsman Service Limited 2 October 2025 Page 3 of 252

FCA 2025/40 FOS 2025/4 Annex A Amendments to the Glossary of definitions In this Annex, underlining indicates new text and striking through indicates deleted text, unless otherwise stated. Part 1: Comes into force on 23 October 2025 Insert the following new definitions in the appropriate alphabetical position. The text is not underlined. DGSD Directive 2014/49/EU of the European Parliament and of the Council of 16 April 2014 on deposit guarantee schemes (recast). EU MiFID Commission Delegated Regulation (EU) 2017/565 of 25 April 2016 Org supplementing MiFID of the European Parliament and of the Council as Regulation regards organisational requirements and operating conditions for investment firms and defined terms for the purposes of that Directive. Gibraltar- a Gibraltar-based firm which would be a MiFID investment firm if it had a based Part 4A permission in relation to its MiFID business and its head office or investment firm registered office in the United Kingdom. material (in COBS 11) a significant event that could impact parameters of best change execution, such as cost, price, speed, likelihood of execution and settlement, size, nature or any other consideration relevant to the execution of the order. MiFID best (in COBS 11) the obligation of a firm under COBS 11.2A.2R, COBS execution 11.2A.9R, COBS 11.2A.12R and COBS 11.2A.15R. obligation Part 9C rules has the meaning given in section 143F(1) of the Act. UK law on (1) assimilated law relating to the Market Abuse Regulation including: market abuse (a) the requirements in the Act related to the Market Abuse Regulation including the market abuse regime; (b) the Market Abuse Regulation; (c) the Market Abuse Regulation regulatory technical standards and implementing technical standards; (d) the Criminal Justice Act 1993; (e) the Financial Services Act 2012; and (f) FCA rules relating to the Market Abuse Regulation; (2) FCA rules substituting the Market Abuse Regulation; and Page 4 of 252

FCA 2025/40 FOS 2025/4 (3) FCA rules substituting assimilated law in (1)(b) and (c). UK law on markets in financial instruments (1) assimilated law relating to MiFID including: (a) requirements imposed by or under the Act; (b) MiFIR; (c) MiFIR Delegated Regulation; (d) MiFID regulatory technical standards and implementing technical standards; (e) MiFIR regulatory technical standards and implementing technical standards; (f) MiFI Regulations; (g) FCA rules relating to MiFID; and (h) PRA rules relating to MiFID. (2) FCA rules and PRA rules substituting the UK version of Commission Delegated Regulation (EU) 2017/565 of 25 April 2016 which was part of UK law by virtue of the EUWA as at 23 October 2025. (3) FCA rules substituting assimilated law in (1)(b) to (f). Amend the following definitions as shown. algorithmic … trading [Note: article 4(1)(39) of MiFID] client money … (2A) (in MIFIDPRU, FEES, CASS 6, CASS 7, CASS 7A and CASS 10 and, in so far as it relates to matters covered by CASS 6, CASS 7, COBS and IPRU(INV) 11) subject to the client money rules, money of any currency: (a) that a firm receives or holds for, or on behalf of, a client in the course of, or in connection with, its MiFID business and (in relation to COBS only, if the context requires) its equivalent business of a third country investment firm; or … … commodity … Page 5 of 252

common platform organisational requirements common platform record-keeping requirements common platform requirements competent employees rule compliance requirements for SMCR firms FCA 2025/40 FOS 2025/4 (3) (in relation to the UK provisions which implemented or correspond to MiFID or MiFIR including MAR 10) any goods of a fungible nature that are capable of being delivered, including metals and their ores and alloys, agricultural products, and energy such as electricity. [Note: article 2(6) of the MiFID Org Regulation] (1) SYSC 4 to SYSC 9; and. (2) those articles of the MiFID Org Regulation as applied in accordance with SYSC 1 Annex 1 2.8AR(1)214, SYSC 1 Annex 1 3.2-AR, SYSC 1 Annex 1 3.2-BR, SYSC 1 Annex 1 3.2CR and SYSC 1 Annex 1 3.3R. [deleted] (in relation to common platform firms) the following: (1) SYSC 9; and. (2) those articles of the MiFID Org Regulation as applied in accordance with SYSC 1 Annex 1 2.8AR(1), SYSC 1 Annex 1 3.2-AR, SYSC 1 Annex 1 3.2-BR, SYSC 1 Annex 1 3.2CR and SYSC 1 Annex 1 3.3R. [deleted] (1) SYSC 4 to SYSC 10; and. (2) those articles of the MiFID Org Regulation as applied in accordance with SYSC 1 Annex 1 2.8AR(1), SYSC 1 Annex 1 3.2-AR, SYSC 1 Annex 1 3.2-BR, SYSC 1 Annex 1 3.2CR and SYSC 1 Annex 1 3.3R. [deleted] (a) for an insurer, a managing agent and the Society, SYSC 3.1.6R; and (b) for a common platform firm, article 21(1)(d) of the MiFID Org Regulation that applies in accordance with SYSC 1 Annex 1 2.8R and SYSC 1 Annex 1 2.8AR; [deleted] (ba) for a MiFID optional exemption firm and a third country firm, article 21(1)(d) of the MiFID Org Regulation that applies in accordance with SYSC 1 Annex 1 2.8R, SYSC 1 Annex 1 2.8AR and SYSC 1 Annex 1 3.2CR; and [deleted] (c) for every other firm, SYSC 5.1.1R (where it applies). any of the following requirements: … (c) article 22 of the MiFID Org Regulation (Compliance) SYSC 6.1.2-AR, SYSC 6.1.3-AR, SYSC 6.1.3-BR, SYSC 6.1.3-CR and SYSC 6.1.5AR; or Page 6 of 252

     

FCA 2025/40 FOS 2025/4 (d) article 22 of the MiFID Org Regulation (as applied in accordance with SYSC 1 Annex 1 2.8AR, SYSC 1 Annex 1 3.2-AR, SYSC 1 Annex 1 3.2-BR, SYSC 1 Annex 1 3.2CR and SYSC 1 Annex 1 3.3R); or [deleted] … dealing on own trading against proprietary capital resulting in the conclusion of transactions in account one or more financial instruments, except where the firm participates in matching arrangements entered into with entities outside its own group with the objective or consequence of carrying out de facto riskless back-to-back transactions in a financial instrument outside a trading venue. … derivative (1) … (2) (in REC, MAR 5, and MAR 5A and COBS 12) those financial instruments financial instruments defined in article 2(1)(24)(c) of MiFIR or referred to in paragraphs 4 to 10 of Part 1 of Schedule 2 to the Regulated Activities Order. … durable (1) Subject to satisfying any applicable conditions in (2) to (4): medium (a) paper; or (b) any instrument which enables the recipient to store information addressed personally to the recipient in a way accessible for future reference and for a period of time adequate for the purposes of the information and which allows the unchanged reproduction of the information stored. (2) In relation to the equivalent business of a third country investment firm, MiFID optional exemption business or collective portfolio management, if the relevant rule derives from the MiFID Org Regulation or is a rule which implemented the UCITS Directive, the UCITS implementing Directive or the UCITS implementing Directive No 2 the instrument used must be: (i) appropriate to the context in which the business is to be carried (a) on; and (ii) specifically chosen by the recipient when offered the choice (b) between that instrument and paper. (2A) If the relevant rule derives from the MiFID Org Regulation: In relation to rules in COBS 3, COBS 6.1ZA (other than COBS 6.1ZA.22R), COBS 6.2B, COBS 8A, COBS 11.2A, COBS 14.3A, COBS 16A.3, Page 7 of 252

FCA 2025/40 FOS 2025/4 COBS 16A.4 and COBS 16A.5 insofar as they apply to MiFID optional exemption business: (iii) the requirements in (i) and (ii) (2)(a) and (b) above only apply (a) in relation to retail clients or potential retail clients; (iv) where the client or potential client is a retail client, or potential (b) retail client, who has requested to receive the information on paper, that information must be provided on paper and free of charge; and (v) firms must provide all information required to be provided in a (c) durable medium by the relevant rule to clients or potential clients in electronic format, except where the client or potential client is a retail client, or potential retail client. (3) In relation to rules in COBS 3, COBS 6.1ZA (other than COBS 6.1ZA.22R), COBS 6.2B, COBS 8A, COBS 11.2A, COBS 14.3A, COBS 16A.3, COBS 16A.4 and COBS 16A.5 insofar as they apply to MiFID or equivalent third country business: (a) if the recipient is a retail client: (i) they must be informed of the right to receive the information on paper instead of in electronic format; and (ii) if the retail client requests to receive the information on paper, the information must be provided on paper and free of charge; and (b) in any other case, the information must be provided in electronic format. (4) In ICOBS and, in relation to life policies, in COBS: (vi) the instrument used must be appropriate in the context of the (a) business conducted between the insurance distributor and (for ICOBS) the customer or (for COBS) the client; and (vii) the customer (for ICOBS) or client (for COBS) must be given (b) the choice between information on paper and the instrument used, and must specifically choose the latter medium. (5) For the purposes of this definition, the provision of information by means of electronic communications shall be treated as is to be considered appropriate to the context in which the business between the firm and the client is, or is to be, carried on if there is evidence that the client has regular access to the internet. The provision by the client of an e-mail address for the purposes of the carrying on of that business is sufficient. Page 8 of 252

EEA UCITS management company financial analyst financial instrument FCA 2025/40 FOS 2025/4 [Note: article 2(f) of, and Recital 20 to, the Distance Marketing Directive, articles 2(1)(18), 23(4) and 23(6) of the IDD, article 4(1)(62) of MiFID and article 3(1), (1A) and (1B) of the MiFID Org Regulation, articles 75(2) and 81(1) of the UCITS Directive, article 20(3) of the UCITS implementing Directive and article 7 of the UCITS implementing Directive No 2] a management company an undertaking established in the EEA, the regular business of which is the management of EEA UCITS schemes. … [Note: article 2(1) of the MiFID Org Regulation] (1) (other than in (2) and (3)) those instruments specified in Part 1 of Schedule 2 to the Regulated Activities Order, that is in summary: … (da) (in relation to derivative contracts relating to a currency) has the meaning in article 10 of the MiFID Org Regulation) paragraph 3 of Part 2 of Schedule 2 to the Regulated Activities Order, (in summary) an instrument which is not: (i) an instrument which is not a contract within the meaning of paragraph 3(2) of that article; or (ii) a means of payment as described in paragraph 3(1)(b) of that article; … (f) options, futures, swaps, and any other derivative contract relating to commodities that can be physically settled provided that they are traded on a regulated market, a UK MTF or a UK OTF, except for wholesale energy products (having regard to article 6 of the MiFID Org Regulation) traded on a UK OTF that must be physically settled where the conditions of article 5 of the MiFID Org Regulation are met (having regard to paragraph 4 of Part 2 of Schedule 2 to the Regulated Activities Order); (g) options, futures, swaps, forwards and any other derivative contracts relating to commodities, that can be physically settled not otherwise mentioned in (f) and: (i) not being for commercial purposes or wholesale energy products traded on an EU OTF that must be physically settled, having regard to article 7(4) of the MiFID Org Regulation paragraph 6 of Part 2 of Schedule 2 to the Regulated Activities Order; Page 9 of 252

internal audit requirements for SMCR firms investment research FCA 2025/40 FOS 2025/4 (ii) which have the characteristics of other derivative financial instruments having regard to article 7(1) of the MiFID Org Regulation paragraph 5 of Part 2 of Schedule 2 to the Regulated Activities Order; and (iii) not being spot contracts having regard to articles 7 (1) and (2) of the MiFID Org Regulation paragraph 5 of Part 2 of Schedule 2 to the Regulated Activities Order; … (j) options, futures, swaps, forward rate agreements and any other derivative contracts relating to: … (xii) a derivative contract to which article 8 of the MiFID Org Regulation paragraph 7 of Part 2 of Schedule 2 to the Regulated Activities Order applies; where the conditions in articles 7(3) and (4) of the MiFID Org Regulation paragraph 8 of Part 2 of Schedule 2 to the Regulated Activities Order are met; [Note: article 44(1)(15) and section C of Annex I to MiFID and articles 7 and 8 of the MiFID Org Regulation] … any of the following requirements: … (c) article 24 of the MiFID Org Regulation (Internal audit) SYSC 6.2.1R; or (d) article 24 of the MiFID Org Regulation (Internal audit) (as applied in accordance with SYSC 1 Annex 1 2.8AR, SYSC 1 Annex 1 3.2- AR, SYSC 1 Annex 1 3.2-BR, SYSC 1 Annex 1 3.2CR and SYSC 1 Annex 1 3.3R); or [deleted] … has the meaning in article 36(1) of the MiFID Org Regulation. research or other information recommending or suggesting an investment strategy, explicitly or implicitly, concerning one or several financial instruments or the issuers of financial instruments, including any opinion as to the present or future value or price of such instruments, intended for distribution channels or for the public, and in relation to which the following conditions are met: (a) the research or information is labelled or described as ‘investment research’ or in similar terms or is otherwise presented as an objective Page 10 of 252

MiFID complaint FCA 2025/40 FOS 2025/4 or independent explanation of the matters contained in the recommendation; (b) if the recommendation in question were made by a firm to a client, it would not constitute the provision of a personal recommendation. [Note: article 36(1) of the MiFID Org Regulation] any oral or written expression of dissatisfaction, whether justified or not, from, or on behalf of, a person about the provision of, or failure to provide, a financial service or a redress determination: (a) which alleges that the complainant has suffered (or may suffer) financial loss, material distress or material inconvenience; and (b) either: (i) to which article 26 of the MiFID Org Regulation applies; or is a complaint about: (A) the provision of investment services or ancillary services to a client by an investment firm; (B) the provision of one or more investment services to a client by a CRD credit institution; (C) selling structured deposits to clients, or advising clients on them, where the sale or advice is provided by an investment firm or a CRD credit institution; (D) the activities permitted by the UK provisions which implemented article 6(3) of the UCITS Directive when carried on by a collective portfolio management investment firm; and (E) the activities permitted by the UK provisions which implemented article 6(4) of the AIFMD when carried on by a collective portfolio management investment firm; or (ii) which concerns the equivalent business of a third country investment firm. [Note: For the application of article 26 of the MiFID Org Regulation, see the UK provisions which implemented articles 1(1), 1(3), 1(4), 39 and 41 of MiFID, article 1 of the MiFID Org Regulation, DISP 1.1A.3G and DISP 1.1A.4G] [Note: a MiFID complaint which falls within the jurisdiction of the Financial Ombudsman Service is a complaint] Page 11 of 252

non￾independent research outsourcing periodic statement personal recommendati on personal transaction regulatory system FCA 2025/40 FOS 2025/4 an investment recommendation that does not meet the conditions set out in article 36(1) of the MiFID Org Regulation constitute investment research. [Note: article 36(1) of the MiFID Org Regulation] … [Note: article 2(3) of the MiFID Org Regulation and article 13(28) of the Solvency II Directive] a report which a firm is required to provide to a client pursuant to: … (b) article 60(1) of the MiFID Org Regulation COBS 16A.4.1R where the firm is carrying on MiFID business; MiFID, equivalent third country or optional exemption business. (c) GEN 2.2.22AR and COBS 16A.4.1UK where the firm is carrying on the equivalent business of a third country investment firm; [deleted] (d) COBS 16A.1.2R and COBS 16A.4.1UK where the firm is carrying on MiFID optional exemption business. [deleted] [Note: see COBS 16A.4.1UK where article 60(1) of the MiFID Org Regulation is reproduced] … [Note: article 2(1)(15) of the IDD, article 9 of the MiFID Org Regulation and article 53(1C) and 53(1D) of the Regulated Activities Order] … a trade in a designated investment, or in COBS 11.7A only, a trade in a financial instrument, effected by or on behalf of a relevant person, where at least one of the following criteria are met: … [Note: article 16(2) of MiFID and article 28 of the MiFID Org Regulation] (1) the arrangements for regulating a firm or other person in or under the Act, including the threshold conditions, the Principles and other rules, the Statements of Principle, codes and guidance, or in or under the CCA, and including any relevant provisions of a an onshored regulation such as those contained in the MiFID Org Regulation and the UK CRR. … Page 12 of 252

FCA 2025/40 FOS 2025/4 relevant … person [Note: article 2(1) of the MiFID Org Regulation and article 3(3) of the UCITS implementing Directive] remuneration (1) (except where (2), (3), (4) or (5) apply) any form of remuneration, including salaries, discretionary pension benefits and benefits of any kind. [Note: article 92(2) of CRD] (2) (in relation to those articles of the MiFID Org Regulation as applied in accordance with SYSC 1 Annex 1 2.8AR, SYSC 1 Annex 1 3.2- AR, SYSC 1 Annex 1 3.2-BR, SYSC 1 Annex 1 3.2CR, SYSC 1 Annex 1 3.3R; SYSC 6.1.3-CR; SYSC 19F.1.1R; SYSC 19F.1.3R and SYSC 19F.1.4R) all forms of payments or financial or non-financial benefits provided directly or indirectly by a firm to relevant persons in the provision of one or more of designated investment business, ancillary activities and ancillary services to clients. For the purposes of paragraph (2) of this definition, references to designated investment business include selling, or advising clients in relation to structured deposits. [Note: article 2(5) of the MiFID Org Regulation] … retail market business … (3) … [Note: paragraphs (ii) to (iv) derive from article 57 of the MiFID Org Regulation] … risk control requirements for SMCR firms any of the following requirements: … (d) article 23 of the MiFID Org Regulation (Risk management) SYSC 7.1.2-AR, SYSC 7.1.3R, SYSC 7.1.5R, SYSC 7.1.6R and SYSC 7.1.7R; or (e) article 23(2) of the MiFID Org Regulation (as applied in accordance with SYSC 1 Annex 1 2.8AR, SYSC 1 Annex 1 3.2-AR, SYSC 1 Annex 1 3.2-BR, SYSC 1 Annex 1 3.2CR and SYSC 1 Annex 1 3.3R); or [deleted] Page 13 of 252

FCA 2025/40 FOS 2025/4 … securities financing transaction (1) (in COBS, other than in relation to MiFID, equivalent third country or optional exemption business) an instance of stock lending or stock borrowing or the lending or borrowing of other financial instruments, a repurchase or reverse repurchase transaction, or a buy-sell back or sell￾buy back transaction. (1A) (in COBS (in relation to MiFID, equivalent third country or optional exemption business), COLL, DEPP, EG, FEES and FUND) a transaction defined in article 3(11) of the Securities Financing Transactions Regulation as follows: (a) a repurchase transaction, as defined in article 3(9) of that regulation; (b) securities or commodities lending and securities or commodities borrowing as defined in article 3(7) of that regulation; (c) a buy-sell back transaction or sell-buy back transaction as defined in article 3(8) of that regulation; and (d) a margin lending transaction as defined in article 3(10) of that regulation. … senior … management (2) (in SYSC (except SYSC 4.3.2-AR, SYSC 4.3A, SYSC 7.1.6R, SYSC 8.1.6-AR, SYSC 9.1.1BR, SYSC 10.1.6AAR, SYSC 19F and paragraph (1) of the definition of supervisory function) and in accordance with article 4(1)(10) of the UK CRR) those persons who are a natural person and who exercise executive functions in an institution and who are responsible and accountable to the management body for the day-to￾day management of the institution. (3) (in SYSC 4.3.2-AR, SYSC 4.3A, SYSC 7.1.6R, SYSC 8.1.6-AR, SYSC 9.1.1BR, SYSC 10.1.6AAR, SYSC 19F, paragraph (1) of the definition of supervisory function and COBS 2.3B) those persons who are a natural person, who exercise executive functions in common platform firms and who are responsible and accountable to the management body for the day-to-day management of the firm, including for the implementation of the policies concerning the distribution of services and products to clients by it and its personnel. … [Note: article 4.1(37) of MiFID] Page 14 of 252

FCA 2025/40 FOS 2025/4 small and medium-sized enterprise or SME (1) (in MAR 5): (a) companies that had an average market capitalisation of less than €200,000,000 based on end-year quotes for the previous three 3 calendar years.; (b) an issuer whose shares have been admitted to trading for less than 3 years where its market capitalisation is below €200,000,000 based on any of the following: (i) the closing share price of the first day of trading, if its shares have been admitted to trading for less than 1 year; (ii) the last closing share price of the first year of trading, if its shares have been admitted to trading for more than 1 year but less than 2 years; (iii ) the average of the last closing share prices of the first 2 years of trading, if its shares have been admitted to trading for more than 2 years but less than 3 years. (c) an issuer that has no equity instrument traded on any trading venue if the nominal value of its debt issuances over the previous calendar year, on all trading venues across the United Kingdom, does not exceed €50,000,000. … suitability report a report which a firm must provide to its client which, among other things, explains why the firm has concluded that a recommended transaction is suitable for the client and which is provided pursuant to: … (b) article 54(12) of the MiFID Org Regulation COBS 9A.3.3R where the firm is carrying on MiFID business MiFID, equivalent third country or optional exemption business; or (c) GEN 2.2.22AR and COBS 9A.3.3UK where the firm is carrying on the equivalent business of a third country investment firm; [deleted] (d) COBS 9A.1.2R and COBS 9A.3.3UK where the firm is carrying on MiFID optional exemption business; or [deleted] … supervisory function (1) any function within a common platform firm that is responsible for the supervision of its senior personnel senior management. … Page 15 of 252

FCA 2025/40 FOS 2025/4 third party prospectus … [Note: recital 73 to the MiFID Org Regulation] website conditions the following conditions: … (2) the client must specifically consent to the provision of that information in that form (in respect of the provision of information to a client in relation to MiFID, equivalent third country or optional exemption business pursuant to rules in COBS 6.1ZA, COBS 8A, COBS 11.2A.25R or COBS 14.3A, only in the case of if the client is a retail client if the relevant rule derives from the MiFID Org Regulation); … [Note: article 23(5) of the IDD, article 3 of the MiFID Org Regulation and article 38(2) of the KII Regulation] Delete the following definitions. The text is not shown struck through. MiFID Org the UK version of Commission Delegated Regulation (EU) 2017/565 of Regulation 25 April 2016 supplementing MiFID 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, which is part of UK law by virtue of the EUWA. MiFID Org a firm to which the MiFID Org Regulation is directly applicable. Regulation firm structured deposit any of the following activities, specified in Part II of the Regulated regulated Activities Order (Specified Activities), which is carried on by way of activities business in relation to structured deposits: (a) dealing in investments as agent; (b) arranging (bringing about) deals in investments; (c) making arrangements with a view to transactions in investments; (d) managing investments; and (e) advising on investments (except P2P agreements). Part 2: Comes into force on 12 January 2026 Amend the following definition as shown. Page 16 of 252

FCA 2025/40 FOS 2025/4 durable medium … (2A) In relation to rules in COBS 3, COBS 6.1ZA (other than COBS 6.1ZA.22R), COBS 6.2B, COBS 8A, COBS 11.2A, COBS 14.3A, COBS 16A.3, COBS 16A.4 and COBS 16A.5 insofar as they apply to MiFID optional exemption business: (a) the requirements in (2)(a) and (b) above apply in relation to retail clients or potential retail clients; (b) where the client or potential client is a retail client, or potential retail client, who has requested to receive the information on paper, that information must be provided on paper and free of charge; and (c) firms must provide all information required to be provided in a durable medium by the relevant rule to clients or potential clients in electronic format, except where the client or potential client is a retail client, or potential retail client. [deleted] (3) In relation to rules in COBS 3, COBS 6.1ZA (other than COBS 6.1ZA.22R), COBS 6.2B, COBS 8A, COBS 11.2A, COBS 14.3A, COBS 16A.3, COBS 16A.4 and COBS 16A.5 insofar as they apply to MiFID or equivalent third country business MiFID, equivalent third country or optional exemption business: (a) if the recipient is a retail client: (i) they must be informed of the right to receive the information on paper instead of in electronic format; and (ii) if the retail client requests to receive the information on paper, the information must be provided on paper and free of charge; and (b) in any other case, the information must be provided in electronic format. … Page 17 of 252

FCA 2025/40 FOS 2025/4 Annex B Amendments to the Senior Management Arrangements, Systems and Controls sourcebook (SYSC) In this Annex, underlining indicates new text and striking through indicates deleted text, unless otherwise stated. 1 Application and purpose … 1 Annex 1 1 Annex 1 Part 1 Detailed application of SYSC Part 1 … … 1 Annex 1 Part 2 Part 2 Application of the common platform requirements (SYSC 4 to 10) Who? … 2.7A G … 2.7B R (1) Subject to SYSC 1 Annex 1 2.7BR(2), the common platform requirements do not apply to a Gibraltar-based investment firm. (2) A Gibraltar-based investment firm, when carrying on what would otherwise be MiFID business, must comply with the: (a) common platforms requirements on financial crime; and Page 18 of 252

FCA 2025/40 FOS 2025/4 (b) common platform record-keeping requirements in accordance with SYSC 1 Annex 1 2.17R. What? … 2.8A R (1) Subject to (2), (3) and (5), in SYSC 1 Annex 1 2.8R, articles 1(2), 21 to 25, 30 to 32 and 72 of the MiFID Org Regulation (including any relevant definitions in the Glossary, MiFIR and the MiFID Org Regulation) apply as if they were rules or guidance in accordance with Part 3 (Tables summarising the application of the common platform requirements to different types of firm) to a firm’s carrying on of the business set out in SYSC 1 Annex 1 2.8R which is not MiFID business or a structured deposits regulated activity. [deleted] (1A) Subject to (2), (3) and (6), articles 33 to 35 of the MiFID Org Regulation (including any relevant definitions in the Glossary, MiFIR and the MiFID Org Regulation) apply as if they were rules or guidance in accordance with Part 3 (Tables summarising the application of the common platform requirements to different types of firm) to a firm’s carrying on of the business set out in SYSC 10.1.1R which is not MiFID business or a structured deposits regulated activity. [deleted] (2) References in Column (1) to a word or phrase used in the MiFID Org Regulation for the purpose of (1) have the meaning indicated in Column (2) of the table below: (1) (2) “ancillary services” ancillary services or ancillary activities associated with the firm’s regulated activities “client” and “potential client” client “competent authority” FCA Page 19 of 252

FCA 2025/40 FOS 2025/4 “investment firm” and “firm” firm “investment service” and “investment services and activities” designated investment business “portfolio management” and “portfolio management service” managing investments “shall” must [deleted] … (4) This rule does not apply to a collective portfolio management investment firm in relation to the firm’s business other than its MiFID business. [deleted] (5) The requirements in article 72 of the MiFID Org Regulation SYSC 9.1.1B and SYSC 9.1.2-AR do not apply to a firm to the extent that SYSC 9.1.2CR applies to the firm. (6) SYSC 1 Annex 1 2.8AR(1A) does not apply to a firm to the extent that SYSC 10A applies to the firm (see SYSC 1 Annex 1 3.1AG). [deleted] 2.8B G The purpose of SYSC 1 Annex 1 2.8R and SYSC 1 Annex 1 2.8AR is that the common platform organisational requirements and the common platform requirements on conflicts of interest also apply when carrying on any of the activities listed in SYSC 1 Annex 1 2.8R or SYSC 10.1.1R respectively even where they do not involve investment services and/or activities and, where relevant, ancillary services (unless provided otherwise within a specific rule). [deleted] 2.8C G SYSC 1 Annex 1 2.8AR(3) has the effect that, where the requirement in the MiFID Org Regulation that is a common Page 20 of 252

FCA 2025/40 FOS 2025/4 platform organisational requirement or a common platform requirement on conflicts of interest includes a reference or cross reference to another part of the MiFID Org Regulation, that reference or cross reference is given the same meaning as for the purposes of SYSC 1 Annex 1 2.8AR. [deleted] 2.8D G For the purpose of SYSC 1 Annex 1 2.8AR, a firm should apply any guidance published by the FCA that assists with interpreting the definitions in MiFID, MiFIR and the MiFID Org Regulation. [deleted] … 2.10 R The provisions on record-keeping in SYSC 9, and articles 21 and 72 of the MiFID Org Regulation SYSC 4.1.1-AR, SYSC 5.1.1R, SYSC 5.1.6R, SYSC 5.1.12R, SYSC 5.1.13R and SYSC 5.1.14R, apply as set out in SYSC 1 Annex 1.2.8R and SYSC 1 Annex 1.2.8AR, except that they only apply to the carrying on of ancillary activities that are performed in relation to: (1) designated investment business; (2) home finance activity; (3) insurance distribution activity; (4) credit-related regulated activity; and (5) regulated pensions dashboard activity. … 2.14B G Firms should refer to articles 38 to 42 of the MiFID Org Regulation COBS 11A.1 (Underwriting and placing) for additional organisational requirements for underwriting and placing. 2.14C R References to designated investment business include selling, or advising clients in relation to structured deposits. … Actions for damages Page 21 of 252

FCA 2025/40 FOS 2025/4 1 Annex 1 Part 3 2.19 R A contravention of a rule in the common platform requirements and in SYSC 10A (Recording telephone conversations and electronic communications) does not give rise to a right of action by a private person under section 138D of the Act (and each of those rules is specified under section 138D(3) of the Act as a provision giving rise to no such right of action). Part 3 Tables summarising the application of the common platform requirements to different types of firm 3.1 G The common platform requirements apply as described in the following table (subject to the provisions in Part 2 of this Annex (Application of the common platform requirements)). Type of firm Common platform requirements Common platform firm SYSC 1 Annex 1 3.2G, SYSC 1 Annex 1 3.2-AR and SYSC 1 Annex 1 3.2-BR … … … Common platform firm 3.2 G For a common platform firm (other than a dormant asset fund operator not subject to MiFID): (1) SYSC 4 to SYSC 10 apply in accordance with Column A in Table A below; and. (2) articles 1(2), 21 to 25, 30 to 35 and 72 of the MiFID Org Regulation are directly applicable to the firm. [deleted] … Page 22 of 252

FCA 2025/40 FOS 2025/4 3.2-A R For a common platform firm (other than a dormant asset fund operator not subject to MiFID), articles 1(2), 21 to 25, 30 to 35 and 72 of the MiFID Org Regulation apply to the firm’s business other than MiFID business or structured deposits regulated activities as if the MiFID Org Regulation applied to the firm as rules in accordance with SYSC 1 Annex 1 2.8R and SYSC 1 Annex 1 2.8AR. [deleted] 3.2-B R For a common platform firm that is a dormant asset fund operator and is not subject to MiFID: (1) SYSC 4 to SYSC 10 apply in accordance with Column A in Table A below; and (2) articles 1(2), 21 to 25, 30 to 35 and 72 of the MiFID Org Regulation apply as if the MiFID Org Regulation applied to the firm as rules in accordance with SYSC 1 Annex 1 2.8R and SYSC 1 Annex 1 2.8AR. [deleted] … MiFID optional exemption firm and a third country firm 3.2C R For a MiFID optional exemption firm and a third country firm: (1) SYSC 4 to SYSC 10 apply as rules or as guidance in accordance with Table B below in the following way: (a) where a rule is shown modified as ‘Guidance’, it should be read as guidance (as if “should” appeared in that rule instead of “must”); and (b) the provision should be applied in a proportionate manner, taking into account the nature, scale and complexity of the firm’s business; and. (2) articles 1(2), 21 to 25, 30 to 32 and 72 of the MiFID Org Regulation apply as if the MiFID Org Regulation applied to the firm as rules (in accordance with SYSC 1 Annex 1 2.8R and SYSC 1 Annex 1 2.8AR) or as guidance in accordance with Part 1 of Table C below. Part 2 of Table C sets out those articles of the MiFID Org Regulation. [deleted] Page 23 of 252

FCA 2025/40 FOS 2025/4 … Other firms … 3.3 R For all other firms: (1) SYSC 4 to SYSC 10 apply as rules or as guidance in accordance with Column B in Table A below in the following way: (a) where a rule is shown modified in Column B as ‘Guidance’, it should be read as guidance (as if “should” appeared in that rule instead of “must”); and (b) the provision should be applied in a proportionate manner, taking into account the nature, scale and complexity of the firm’s business; and. (2) articles 1(2), 21 to 25, 30 to 35 and 72 of the MiFID Org Regulation do not apply. [deleted] … 1 Annex 1 Table A: Application of the common platform requirements in SYSC 4 to Table A SYSC 10 Provision SYSC 4 COLUMN A Application to a common platform firm other than to a UCITS investment firm COLUMN A+ Application to a UCITS management company COLUMN A++ Application to a full-scope UK AIFM of an authorised AIF COLUMN B Application to all other firms apart from insurers, UK ISPVs, managing agents, the Society, full-scope UK AIFMs of unauthorised AIFs, MiFID optional exemption firms Page 24 of 252

FCA 2025/40 FOS 2025/4 and third country firms … SYSC 4.1.1R … … … … SYSC 4.1.1-AR Rule Rule for a UCITS investment firm; otherwise not applicable Not applicable Not applicable … SYSC 4.3.2R … … … … SYSC 4.3.2-AR Rule Rule for a UCITS investment firm in relation to its MiFID business; otherwise not applicable Not applicable Not applicable … Provision SYSC 5 COLUMN A Application to a common platform firm other than to a UCITS investment firm COLUMN A+ Application to a UCITS management company COLUMN A++ Application to a full-scope UK AIFM of an authorised AIF COLUMN B Application to all other firms apart from insurers, UK ISPVs, managing agents, the Society, full￾scope UK AIFMs of unauthorised AIFs, MiFID optional exemption firms Page 25 of 252

FCA 2025/40 FOS 2025/4 and third country firms … SYSC 5.1.1R Not applicable Rule Rule Not applicable Rule … SYSC 5.1.6R Not applicable Rule Rule Guidance Guidance … SYSC 5.1.12R Not applicable Rule Rule Not applicable Guidance … SYSC 5.1.13R Not applicable Rule Rule Not applicable Rule SYSC 5.1.14R Not applicable Rule Rule Not applicable Guidance … Provision SYSC 6 COLUMN A Application to a common platform firm other than to a UCITS investment firm COLUMN A+ Application to a UCITS management company COLUMN A++ Application to a full-scope UK AIFM of an authorised AIF COLUMN B Application to all other firms apart from insurers, UK ISPVs, managing agents, the Society, full￾scope UK AIFMs of unauthorised AIFs, MiFID Page 26 of 252

FCA 2025/40 FOS 2025/4 optional exemption firms and third country firms … SYSC 6.1.2R … … … … SYSC 6.1.2-AR Rule Rule for a UCITS investment firm in relation to its MiFID business; otherwise not applicable Not applicable Not applicable … SYSC 6.1.3R … … … … SYSC 6.1.3-AR Rule Rule for a UCITS investment firm in relation to its MiFID business; otherwise not applicable Not applicable Not applicable SYSC 6.1.3-BR Rule Rule for a UCITS investment firm in relation to its MiFID business; otherwise not applicable Not applicable Not applicable SYSC 6.1.3-CR Rule Rule for a UCITS investment Not applicable Not applicable Page 27 of 252

FCA 2025/40 FOS 2025/4 firm; otherwise not applicable … SYSC 6.1.5R … … … … SYSC 6.1.5AR Rule Rule for a UCITS investment firm; otherwise not applicable Not applicable Not applicable … SYSC 6.2.1R Not applicable Rule Rule Not applicable Guidance, but applies as a rule to an operator of an electronic system in relation to lending … Provision SYSC 7 COLUMN A Application to a common platform firm other than to a UCITS investment firm COLUMN A+ Application to a UCITS management company COLUMN A++ Application to a full-scope UK AIFM of an authorised AIF COLUMN B Application to all other firms apart from insurers, UK ISPVs, managing agents, the Society, full￾scope UK AIFMs of unauthorised AIFs, MiFID optional exemption firms and third country firms … Page 28 of 252

FCA 2025/40 FOS 2025/4 SYSC Not applicable Rule for a UCITS Not applicable Guidance, but 7.1.2R investment firm in relation to its non-MiFID business; otherwise guidance applies as a rule to an operator of an electronic system in relation to lending SYSC 7.1.2-AR Rule Not applicable Not applicable Not applicable … SYSC Not applicable Rule for a UCITS Not applicable Guidance, but 7.1.3R Rule investment firm in relation to its non-MiFID business; otherwise guidance applies as a rule for an operator of an electronic system in relation to lending … SYSC Not applicable Rule for a UCITS Not applicable Guidance, but 7.1.5R Rule investment firm in relation to its non-MiFID business; otherwise guidance applies as a rule to an operator of an electronic system in relation to lending SYSC Not applicable Rule for a UCITS Not applicable Guidance, but 7.1.6R Rule investment firm in relation to its non-MiFID business; otherwise guidance applies as a rule to an operator of an electronic system in relation to lending SYSC Not applicable Rule for a UCITS Not applicable Guidance, but 7.1.7R Rule investment firm in relation to its non-MiFID business; applies as a rule to an operator of an electronic system in Page 29 of 252

FCA 2025/40 FOS 2025/4 otherwise guidance relation to lending … Provision SYSC 8 COLUMN A Application to a common platform firm other than to a UCITS investment firm COLUMN A+ Application to a UCITS management company COLUMN A++ Application to a full-scope UK AIFM of an authorised AIF COLUMN B Application to all other firms apart from insurers, UK ISPVs, managing agents, the Society, full￾scope UK AIFMs of unauthorised AIFs, MiFID optional exemption firms and third country firms … SYSC 8.1.4R … … … … SYSC 8.1.4AR Rule Rule for a UCITS investment firm; otherwise not applicable Not applicable Not applicable SYSC 8.1.5R Not applicable Rule Rule for a UCITS investment firm; otherwise guidance Not applicable Guidance … SYSC 8.1.6R … … … … Page 30 of 252

FCA 2025/40 FOS 2025/4 SYSC 8.1.6-AR Rule Rule for a UCITS Not applicable Not applicable investment firm; otherwise not applicable … SYSC 8.1.7R Not applicable Rule Rule for a UCITS investment Not applicable Guidance firm in relation to its non￾MiFID business; otherwise guidance SYSC 8.1.8R Not applicable Rule Rule for a UCITS investment Not applicable Guidance firm in relation to its non￾MiFID business; otherwise guidance SYSC 8.1.9R Not applicable Rule Rule for a UCITS investment Not applicable Guidance firm in relation to its non￾MiFID business; otherwise guidance SYSC 8.1.10R Not applicable Rule Rule for a UCITS investment Not applicable Guidance firm in relation to its non￾MiFID business; Page 31 of 252

FCA 2025/40 FOS 2025/4 otherwise guidance SYSC 8.1.11R … … … … SYSC 8.1.11-AR Rule Rule for a UCITS investment firm in relation to its MiFID business; otherwise not applicable Not applicable Not applicable SYSC 8.1.11-BR Rule Rule for a UCITS investment firm in relation to its MiFID business; otherwise not applicable Not applicable Not applicable SYSC 8.1.11-CG Guidance Guidance for a UCITS investment firm in relation to its MiFID business; otherwise not applicable Not applicable Not applicable … Provision SYSC 9 COLUMN A Application to a common platform firm other than to a UCITS investment firm COLUMN A+ Application to a UCITS management company COLUMN A++ Application to a full-scope UK AIFM of an authorised AIF COLUMN B Application to all other firms apart from insurers, UK ISPVs, managing agents, the Society, full￾scope UK AIFMs of unauthorised Page 32 of 252

FCA 2025/40 FOS 2025/4 AIFs, MiFID optional exemption firms and third country firms … SYSC 9.1.1AR … … … … SYSC 9.1.1BR Rule applies only in relation to MiFID business Rule applies only in relation to MiFID business of a UCITS investment firm Not applicable Not applicable SYSC 9.1.2R … … … … SYSC 9.1.2- AR Rule applies only in relation to MiFID business Rule applies only in relation to MiFID business of a UCITS investment firm Not applicable Not applicable … Provision SYSC 10 Column A Application to a common platform firm other than to a UCITS investment firm COLUMN A+ Application to a UCITS management company COLUMN A++ Application to a full-scope UK AIFM of an authorised AIF Column B Application to all other firms apart from insurers, UK ISPVs, managing agents, the Society, full￾scope UK AIFMs of unauthorised AIFs, MiFID optional exemption firms Page 33 of 252

FCA 2025/40 FOS 2025/4 and third country firms … SYSC Not Rule, but not Not applicable Guidance - but 10.1.4R applicable applicable in applies as a rule Rule relation to insurance in relation to the production or distribution arrangement of activities investment research, or the production or dissemination of non-independent research, in accordance with COBS 12.2 Not applicable in relation to insurance distribution activities or funeral plan distribution … … … … … SYSC Not Rule Rule in relation Guidance - but 10.1.6R applicable to insurance applies as a rule: Rule distribution activities. (a) in relation to the production or Otherwise not arrangement of applicable investment research, or the production or dissemination of non-independent research, in accordance with COBS 12.2; and (b) in relation to insurance distribution activities and funeral plan distribution … … … … … Page 34 of 252

FCA 2025/40 FOS 2025/4 SYSC Not Rule in relation Rule in relation Rule in relation 10.1.6AAR applicable to insurance to insurance to insurance Rule distribution activities distribution activities distribution activities and funeral plan distribution … … … … … SYSC Rule in Rule Rule in relation Rule 10.1.8R relation to to insurance insurance distribution distribution activities. activities. Otherwise, not Otherwise, applicable not applicable SYSC 10.1.9G Not applicable Guidance Guidance Not applicable Guidance SYSC Not Rule in relation Rule in relation Guidance - but 10.1.9AR applicable to insurance to insurance applies as a rule Rule distribution activities. distribution activities. in relation to insurance Otherwise, not Otherwise, not distribution applicable applicable activities and funeral plan distribution SYSC Not Rule Rule in relation Guidance - but 10.1.10R applicable to insurance applies as a rule: Rule distribution activities. (a) in relation to the production or Otherwise, not arrangement of applicable investment research, or the production or dissemination of non-independent research, in accordance with COBS 12.2; and (b) in relation to insurance distribution activities and Page 35 of 252

FCA 2025/40 FOS 2025/4 funeral plan distribution SYSC Not Rule Rule in relation Guidance - but 10.1.11R applicable to insurance applies as a rule: Rule distribution activities. (a) in relation to the production or Otherwise, not arrangement of applicable investment research, or the production or dissemination of non-independent research, in accordance with COBS 12.2; and (b) in relation to insurance distribution activities and funeral plan distribution … SYSC Not Rule in relation Rule in relation Rule in relation 10.1.11AA applicable to insurance to insurance to insurance R Rule distribution activities distribution activities distribution activities and funeral plan distribution … 1 Annex 1 Table B: Application of the common platform requirements in SYSC 4 to 10 Table B to MiFID optional exemption firms and third country firms Provision COLUMN A MiFID optional exemption firms COLUMN B Third country firms SYSC 4 … SYSC 4.1.1R … … Page 36 of 252

FCA 2025/40 FOS 2025/4 Provision COLUMN A MiFID optional exemption firms COLUMN B Third country firms SYSC 4 SYSC 4.1.1-AR Rule (1)(a): Guidance (1)(b), (c), (d) and first paragraph: Rule (2): Rule (3) to (5): Guidance … SYSC 4.3.2R … … SYSC 4.3.2-AR Guidance (1) and (2): Rule (3): Guidance … Provision COLUMN A MiFID optional exemption firms COLUMN B Third country firms SYSC 5 … SYSC 5.1.1R Not applicable Rule Not applicable Rule … SYSC 5.1.6R Not applicable Rule Not applicable Guidance … Page 37 of 252

FCA 2025/40 FOS 2025/4 SYSC 5.1.12R Not applicable Rule Not applicable Guidance … SYSC 5.1.13R Not applicable Rule Not applicable Rule SYSC 5.1.14R Not applicable Rule Not applicable Guidance … Provision COLUMN A MiFID optional exemption firms COLUMN B Third country firms SYSC 6 … SYSC 6.1.2R … … SYSC 6.1.2-AR Guidance Guidance … SYSC 6.1.3R … … SYSC 6.1.3-AR Guidance Guidance SYSC 6.1.3-BR Guidance Guidance SYSC 6.1.3-CR Guidance (1), (3), (4) and (5): Guidance (2): Rule … Page 38 of 252

FCA 2025/40 FOS 2025/4 SYSC 6.1.5R … … SYSC 6.1.5AR Guidance Guidance … SYSC 6.2.1R Not applicable Guidance Not applicable Guidance … Provision COLUMN A MiFID optional exemption firms COLUMN B Third country firms SYSC 7 … SYSC 7.1.2R … … SYSC 7.1.2-AR Guidance Guidance … SYSC 7.1.3R Not applicable Guidance Not applicable Guidance … SYSC 7.1.5R Not applicable Guidance Not applicable Guidance SYSC 7.1.6R Not applicable Guidance Not applicable Guidance SYSC 7.1.7R Not applicable Guidance Not applicable Guidance Page 39 of 252

FCA 2025/40 FOS 2025/4 … Provision COLUMN A MiFID optional exemption firms COLUMN B Third country firms SYSC 8 … SYSC 8.1.4R … … SYSC 8.1.4AR Guidance Guidance SYSC 8.1.5R Not applicable Guidance Not applicable Guidance … … … SYSC 8.1.6R … … SYSC 8.1.6-AR Rule Rule … SYSC 8.1.7R Not applicable Guidance Not applicable Guidance SYSC 8.1.8R Not applicable Guidance Not applicable Guidance SYSC 8.1.9R Not applicable Guidance Not applicable Guidance SYSC 8.1.10R Not applicable Guidance Not applicable Guidance SYSC 8.1.11R … … Page 40 of 252

FCA 2025/40 FOS 2025/4 SYSC 8.1.11-AR Guidance Guidance SYSC 8.1.11-BR Rule Guidance SYSC 8.1.11-CG Guidance Guidance … Provision COLUMN A MiFID optional exemption firms COLUMN B Third country firms SYSC 9 … SYSC 9.1.1AR … … SYSC 9.1.1BR Rule Guidance SYSC 9.1.2R … … SYSC 9.1.2-AR Rule Guidance … Provision COLUMN A MiFID optional exemption firms COLUMN B Third country firms SYSC 10 … SYSC 10.1.6AAR Rule in relation to insurance distribution activities Rule Guidance – but applies as a rule in relation to insurance distribution activities … Page 41 of 252

FCA 2025/40 FOS 2025/4 SYSC 10.1.9AR Rule in relation to insurance distribution activities. Otherwise not applicable Rule in relation to insurance distribution activities. Otherwise not applicable … SYSC 10.1.11AAR Rule in relation to insurance distribution activities Rule Guidance, but applies as a rule in relation to insurance distribution activities … Table C is deleted in its entirety. The deleted text is not reproduced in this instrument. Amend the following as shown. 4 General organisational requirements 4.1 General requirements … Application to a common platform firm 4.1.-2 G For a common platform firm: (1) the MiFID Org Regulation applies, as summarised in SYSC 1 Annex 1 3.2G, SYSC 1 Annex 1 3.2-AR and SYSC 1 Annex 1 3.2-BR; and [deleted] (2) the rules and guidance apply as set out in the table below: Subject Applicable rule or guidance General requirements SYSC 4.1.1R, SYSC 4.1.1-AR, SYSC 4.1.1CR, SYSC 4.1.2R, SYSC 4.1.2AAR Business continuity SYSC 4.1.6R, SYSC 4.1.7R, SYSC 4.1.8G Audit committee SYSC 4.1.11G, SYSC 4.1.13G, SYSC 4.1.14G Page 42 of 252

FCA 2025/40 FOS 2025/4 Persons who effectively direct the business SYSC 4.2.1R, SYSC 4.2.2R, SYSC 4.2.3G, SYSC 4.2.4G, SYSC 4.2.5G, SYSC 4.2.6R Responsibility of senior personnel SYSC 4.3.2-AR, SYSC 4.3.3G Management body SYSC 4.3A.-1R to SYSC 4.3A.7R Nominations committee SYSC 4.3A.8R to SYSC 4.3A.11R Application to a MiFID optional exemption firm and to a third country firm 4.1.-1 G For a MiFID optional exemption firm and a third country firm: (1) the rules and guidance in this chapter apply to them as if they were rules or as guidance in accordance with SYSC 1 Annex 1 3.2CR(1); and. (2) those articles of the MiFID Org Regulation in SYSC 1 Annex 1 2.8AR and 3.2CR apply to them as if they were rules or as guidance in accordance with SYSC 1 Annex 1 3.2CR(2). [deleted] General requirements 4.1.1 R … 4.1.1-A R (1) A common platform firm must, taking into account the nature, scale and complexity of its business, and the nature and range of the activities carried on in the course of its designated investment business, comply with the following organisational requirements: (a) establish, implement and maintain decision-making procedures and an organisational structure which clearly and in a documented manner specifies reporting lines and allocates functions and responsibilities; (b) establish, implement and maintain adequate internal control mechanisms designed to secure compliance with decisions and procedures at all levels of the common platform firm; (c) establish, implement and maintain effective internal reporting and communication of information at all relevant levels of the common platform firm; and (d) maintain adequate and orderly records of its business and internal organisation. (2) A common platform firm must establish, implement and maintain systems and procedures that are adequate to safeguard the security, Page 43 of 252

FCA 2025/40 FOS 2025/4 integrity and confidentiality of information, taking into account the nature of the information in question. (3) A common platform firm must establish, implement and maintain an adequate business continuity policy aimed at ensuring, in the case of an interruption to its systems and procedures, the preservation of essential data and functions and the maintenance of its designated investment business, or, where that is not possible, the timely recovery of such data and functions and the timely resumption of its designated investment business. (4) A common platform firm must establish, implement and maintain accounting policies and procedures that enable it, at the request of the FCA, to deliver in a timely manner to the FCA financial reports which reflect a true and fair view of its financial position and which comply with all applicable accounting standards and rules. (5) A common platform firm must monitor and, on a regular basis, evaluate the adequacy and effectiveness of its systems, internal control mechanisms and arrangements established in accordance with SYSC 4.1.1-AR(1) to (4), SYSC 5.1.1R, SYSC 5.1.6R, SYSC 5.1.12R, SYSC 5.1.13R and SYSC 5.1.14R, and take appropriate measures to address any deficiencies. … 4.1.2 R For a common platform firm, the arrangements, processes and mechanisms referred to in SYSC 4.1.1R must be comprehensive and proportionate to the nature, scale and complexity of the risks inherent in the business model and of the common platform firm’s activities and must take into account the specific technical criteria described in article 21(3) of the MiFID Org Regulation SYSC 4.1.1-AR(3), SYSC 5.1.7R, SYSC 7 and whichever of the following is applicable: … … Business continuity … 4.1.8 G The matters dealt with in a business continuity policy should include: … (6) regular testing of the business continuity policy in an appropriate and proportionate manner in accordance with SYSC 4.1.10R and for a common platform firm with article 21(5) of the MiFID Org Regulation SYSC 4.1.1-AR(5) and SYSC 5.1.14R. Page 44 of 252

FCA 2025/40 FOS 2025/4 … 4.3 Responsibility of senior personnel … 4.3.2 R … 4.3.2-A R (1) A common platform firm, when allocating functions internally, must ensure that senior management and, where appropriate, the supervisory function, are responsible for ensuring that the firm complies with its obligations under the UK law on markets in financial instruments. In particular, senior management and, where appropriate, the supervisory function must assess and periodically review the effectiveness of the policies, arrangements and procedures put in place to comply with the firm’s obligations under the UK law on markets in financial instruments, and take appropriate measures to address any deficiencies. (2) When allocating significant functions among senior management under SYSC 4.3.2-AR(1), a common platform firm must: (a) establish who is responsible for overseeing and maintaining the firm’s organisational requirements; and (b) keep up-to-date records of such allocation. (3) A common platform firm must ensure that: (a) its senior management receive on a frequent basis, and at least annually, written reports on the matters covered by SYSC 6.1.2-AR, SYSC 6.1.3-AR, SYSC 6.1.3-BR, SYSC 6.1.3-CR, SYSC 6.1.5R, SYSC 6.2.1R, SYSC 7.1.2-AR, SYSC 7.1.3R and SYSC 7.1.5R to SYSC 7.1.7R, indicating in particular whether the appropriate remedial measures have been taken in the event of any deficiencies; and (b) the supervisory function, if any, receives on a regular basis written reports on the same matters. … 5 Employees, agents and other relevant persons 5.1 Skills, knowledge and expertise [Note: ESMA has also issued guidelines under article 16(3) of the ESMA Regulation covering certain aspects of the MiFID compliance function requirements. See http://www.esma.europa.eu/content/Guidelines-certain-aspects￾MiFID-compliance-function-requirements.] Page 45 of 252

FCA 2025/40 FOS 2025/4 Application to a common platform firm 5.1.-2 G For a common platform firm: (1) the MiFID Org Regulation applies, as summarised in SYSC 1 Annex 1 3.2G, SYSC 1 Annex 1 3.2-AR and SYSC 1 Annex 1 3.2-BR; and [deleted] (2) the rules and guidance apply as set out in the table below: Subject Applicable rule or guidance Competent employees rule, knowledge and competence and segregation of functions SYSC 5.1.1R, SYSC 5.1.2G to SYSC 5.1.5AG, SYSC 5.1.5AAR, SYSC 5.1.5ABR, SYSC 5.1.5ACG to SYSC 5.1.5AEG, SYSC 5.1.6R, SYSC 5.1.7R, SYSC 5.1.8G to SYSC 5.1.11G, SYSC 5.1.12R, SYSC 5.1.13R, SYSC 5.1.14R … Application to an MiFID optional exemption firm and to a third country firm 5.1.-1 G For a MiFID optional exemption firm and a third country firm: (1) the rules and guidance in this chapter apply to them as if they were rules or as guidance in accordance with SYSC 1 Annex 1 3.2CR(1); and. (2) those articles of the MiFID Org Regulation in SYSC 1 Annex 1 2.8AR and 3.2CR apply to them as if they were rules or as guidance in accordance with SYSC 1 Annex 1 3.2CR(2). [deleted] Competent employees rule 5.1.1 R A firm (other than a common platform firm) must employ personnel with the skills, knowledge and expertise necessary for the discharge of the responsibilities allocated to them. [Note: articles 12(1)(a) and 14(1)(c) of the UCITS Directive and article 5(1) of the UCITS implementing Directive] … Knowledge and competence … 5.1.5AB R A firm must ensure, and be able to demonstrate to the FCA, at the FCA’s request, that any relevant individuals possess the necessary knowledge and Page 46 of 252

FCA 2025/40 FOS 2025/4 competence so as to ensure that the firm is able to meet its obligations related to information to clients, and the assessment of suitability and appropriateness and reporting to clients under: SYSC, COBS and PROD in relation to MiFID business. (1) those rules which implement articles 24 and 25 of MiFID (including those rules which implement related provisions under the MiFID Delegated Directive); and [deleted] (2) related provisions of the MiFID Org Regulation. [deleted] [Note: article 25(1) of MiFID] … Segregation of functions 5.1.6 R A common platform firm and a management company must ensure that the performance of multiple functions by its relevant persons does not and is not likely to prevent those persons from discharging any particular functions soundly, honestly and professionally. [Note: article 5(3) of the UCITS implementing Directive] … Awareness of procedures: common platform firm and management company 5.1.12 R A common platform firm and a management company must ensure that its relevant persons are aware of the procedures which must be followed for the proper discharge of their responsibilities. [Note: article 4(1)(b) of the UCITS implementing Directive] … General 5.1.13 R The systems, internal control mechanisms and arrangements established by a firm (other than a common platform firm) in accordance with this chapter must take into account the nature, scale and complexity of its business and the nature and range of financial services, claims management services and other activities undertaken in the course of that business. [Note: articles 4(1) final paragraph and 5(4) of the UCITS implementing Directive] 5.1.14 R A common platform firm and a management company must monitor and, on a regular basis, evaluate the adequacy and effectiveness of its systems, internal control mechanisms and arrangements established in accordance with this chapter, and take appropriate measures to address any deficiencies. Page 47 of 252

FCA 2025/40 FOS 2025/4 [Note: article 4(5) of the UCITS implementing Directive] … 6 Compliance, internal audit and financial crime 6.1 Compliance … Application to a common platform firm 6.1.-2 G For a common platform firm: (1) the MiFID Org Regulation applies, as summarised in SYSC 1 Annex 1 3.2G, SYSC 1 Annex 1 3.2-AR and SYSC 1 Annex 1 3.2-BR; and [deleted] (2) the rules and guidance apply as set out in the table below: Subject Applicable rule or guidance Adequate policy and procedures SYSC 6.1.1R, SYSC 6.1.1AG, SYSC 6.1.2- AR Compliance function SYSC 6.1.3-AR, SYSC 6.1.3-BR, SYSC 6.1.3- CR, SYSC 6.1.4-AG SYSC 6.1.7R, SYSC 6.1.4-ABG, SYSC 6.1.5AR Internal audit SYSC 6.2.1R, SYSC 6.2.2G Financial crime SYSC 6.3.1R to SYSC 6.3.11G Application to an MiFID optional exemption firm and to a third country firm 6.1.-1 G For a MiFID optional exemption firm and a third country firm: (1) the rules and guidance in this chapter apply to them as if they were rules or as guidance in accordance with SYSC 1 Annex 1 3.2CR(1); and. (2) those articles of the MiFID Org Regulation in SYSC 1 Annex 1 2.8AR and 3.2CR apply to them as if they were rules or as guidance in accordance with SYSC 1 Annex 1 3.2CR(2). [deleted] Adequate policy and procedures … Page 48 of 252

FCA 2025/40 FOS 2025/4 6.1.2 R … 6.1.2-A R A common platform firm must, taking into account the nature, scale and complexity of its business, and the nature and range of financial services and activities undertaken in the course of its designated investment business, establish, implement and maintain adequate policies and procedures designed to detect any risk of failure by the firm to comply with its obligations under the UK law on markets in financial instruments, as well as associated risks, and put in place adequate measures and procedures designed to minimise such risks and to enable the FCA to exercise its powers effectively under the UK law on markets in financial instruments. … Compliance function 6.1.3 R … 6.1.3-A R A common platform firm must establish and maintain a permanent and effective compliance function which operates independently and which has the following responsibilities: (1) to monitor on a permanent basis and to assess, on a regular basis, the adequacy and effectiveness of the measures, policies and procedures put in place in accordance with SYSC 6.1.2-AR, and the actions taken to address any deficiencies in the firm’s compliance with its obligations; (2) to advise and assist the relevant persons responsible for carrying out the firm’s designated investment business to comply with the firm’s obligations under the UK law on markets in financial instruments; (3) to report to the management body, at least on an annual basis, on: (a) the implementation and effectiveness of the overall control environment for the firm’s designated investment business; (b) the risks that have been identified; and (c) the complaints-handling reporting as well as remedies undertaken or to be undertaken; (4) to monitor the operations of the complaints-handling process and consider complaints as a source of relevant information in the context of its general monitoring responsibilities. 6.1.3-B R To comply with SYSC 6.1.3-AR(1) and (2), the firm’s compliance function must conduct an assessment on the basis of which it must establish a risk￾based monitoring programme that takes into consideration all areas of the firm’s designated investment business and any relevant ancillary services and ancillary activities associated with the firm’s regulated Page 49 of 252

FCA 2025/40 FOS 2025/4 activities, including relevant information gathered in relation to the monitoring of complaints-handling. The monitoring programme must establish priorities determined by the compliance risk assessment ensuring that compliance risk is comprehensively monitored. 6.1.3-C R In order to enable the compliance function referred to in SYSC 6.1.3-AR and SYSC 6.1.3-BR to discharge its responsibilities properly and independently, a common platform firm must ensure that the following conditions are satisfied: (1) the compliance function must have the necessary authority, resources, expertise and access to all relevant information; (2) a compliance officer must be appointed and replaced by the management body and must be responsible for the compliance function and for any reporting as to compliance required in relation to the UK law on markets in financial instruments and by SYSC 4.3.2-AR(3); (3) the compliance function reports on an ad-hoc basis directly to the management body where it detects a significant risk of failure by the firm to comply with its obligations under the UK law on markets in financial instruments; (4) the relevant persons involved in the compliance functions must not be involved in the performance of the services or activities they monitor; (5) the method of determining the remuneration of the relevant persons involved in the compliance function must not compromise their objectivity and must not be likely to do so. … 6.1.4-AB G (1) This guidance is relevant to an SMCR firm required to appoint a compliance officer under SYSC 6.1.4R or article 22(3) of the MiFID Org Regulation SYSC 6.1.3-CR as applicable. (2) Taking account of the nature, scale and complexity of its activities, the firm should have appropriate procedures to ensure that the removal or any other disciplinary sanctioning of the compliance officer does not undermine the independence of the compliance function. (3) In the FCA’s view, it will be appropriate, in many cases, for the removal or any other disciplinary sanctioning of the compliance officer to require the approval of a majority of the management body, including at least a majority of its members who do not perform any executive function in the firm. … Page 50 of 252

FCA 2025/40 FOS 2025/4 6.1.5 R … 6.1.5A R A common platform firm need not comply with SYSC 6.1.3-CR(4) or SYSC 6.1.3-CR(5) if it is able to demonstrate that in view of the nature, scale and complexity of its business, and the nature and range of its designated investment business, the requirements under those rules are not proportionate and that its compliance function continues to be effective. In that case, a common platform firm must assess whether the effectiveness of the compliance function is compromised, and the assessment must be reviewed on a regular basis. … 6.2 Internal audit 6.2.1 R A firm that is a common platform firm or a management company or an operator of an electronic system in relation to lending management company must, where appropriate and proportionate in view of the nature, scale and complexity of its business and the nature and range of its financial services and activities or (if it is a common platform firm) its designated investment business, undertaken in the course of that business, establish and maintain an internal audit function which is separate and independent from the other functions and activities of the firm and which has the following responsibilities: (1) to establish, implement and maintain an audit plan to examine and evaluate the adequacy and effectiveness of the firm’s systems, internal control mechanisms and arrangements; (2) to issue recommendations based on the result of work carried out in accordance with (1); (3) to verify compliance with those recommendations; (4) to report in relation to internal audit matters in accordance with SYSC 4.3.2R or (if it is a common platform firm) SYSC 6.1.3-AR and SYSC 6.1.3-BR. [Note: article 11 of the UCITS implementing Directive] … 6.2.1B G (1) This guidance is relevant to an SMCR firm required to establish and maintain an internal audit function under article 24 of the MiFID Org Regulation SYSC 6.2.1R. … 6.2.2 G (1) The term ‘internal audit function’ in SYSC 6.2.1R (and SYSC 4.1.11G), and for a common platform firm in article 24 of the MiFID Org Regulation SYSC 6.2.1R, refers to the generally understood Page 51 of 252

FCA 2025/40 FOS 2025/4 concept of internal audit within a firm, that is, the function of assessing adherence to and the effectiveness of internal systems and controls, procedures and policies. … … 7 Risk control 7.1 Risk control requirements … Application to a common platform firm 7.1.-2 G For a common platform firm: (1) the MiFID Org Regulation applies, as summarised in SYSC 1 Annex 1 3.2G, SYSC 1 Annex 1 3.2-AR and SYSC 1 Annex 1 3.2- BR; and [deleted] (2) the rules and guidance apply as set out in the table below: Subject Applicable rule or guidance Risk assessment SYSC 7.1.1G, SYSC 7.1.2-AR Risk management SYSC 7.1.3R, SYSC 7.1.4R, SYSC 7.1.4AG, SYSC 7.1.5R, SYSC 7.1.6R, SYSC 7.1.7R Risk control: remuneration SYSC 7.1.7BG, SYSC 7.1.7BBG Risk control: additional provisions SYSC 7.1.7CG, SYSC 7.1.8G, SYSC 7.1.9R to SYSC 7.1.16R Additional rules for CCR firms SYSC 7.1.16CR to SYSC 7.1.22R Application to an MiFID optional exemption firm and to a third country firm 7.1.-1 G For a MiFID optional exemption firm and a third country firm: (1) the rules and guidance in this chapter apply to them as if they were rules or as guidance in accordance with SYSC 1 Annex 1 3.2CR(1); and. Page 52 of 252

FCA 2025/40 FOS 2025/4 (2) those articles of the MiFID Org Regulation in SYSC 1 Annex 1 2.8AR and 3.2CR apply to them as if they were rules or as guidance in accordance with SYSC 1 Annex 1 3.2CR(2). [deleted] Risk assessment … 7.1.2R R … 7.1.2-A R A common platform firm must establish, implement and maintain adequate risk management policies and procedures which identify the risks relating to the firm’s activities, processes and systems and, where appropriate, set the level of risk tolerated by the firm. … Risk management 7.1.3 R A firm that is a UCITS investment firm common platform firm or an operator of an electronic system in relation to lending must adopt effective arrangements, processes and mechanisms to manage the risk relating to the firm’s activities, processes and systems, in light of that the level of risk tolerance set in accordance with SYSC 7.1.2R or (if it is common platform firm) SYSC 7.1.2-AR. … 7.1.5 R A firm that is a UCITS investment firm common platform firm or an operator of an electronic system in relation to lending must monitor the following: (1) the adequacy and effectiveness of the firm’s risk management policies and procedures; (2) the level of compliance by the firm and its relevant persons with the arrangements, processes and mechanisms adopted in accordance with SYSC 7.1.3R; (3) the adequacy and effectiveness of measures taken to address any deficiencies in those policies, procedures, arrangements, processes and mechanisms, including failures by the relevant persons to comply with such arrangements or processes and mechanisms or follow such policies and procedures. 7.1.6 R A firm that is a UCITS investment firm common platform firm or an operator of an electronic system in relation to lending must, where appropriate and proportionate in view of the nature, scale and complexity of its business and the nature and range of the investment services and activities designated investment business undertaken in the course of that Page 53 of 252

FCA 2025/40 FOS 2025/4 business, establish and maintain a risk management function that operates independently and carries out the following tasks: (1) implementation of the policies and procedures referred to in SYSC 7.1.2R to SYSC 7.1.5R; and (2) provision of reports and advice to senior personnel in accordance with SYSC 4.3.2R or (if it is a common platform firm) to senior management in accordance with SYSC 4.3.2-AR(3). 7.1.7 R Where a firm that is a UCITS investment firm common platform firm or an operator of an electronic system in relation to lending is not required under SYSC 7.1.6R to maintain a risk management function that functions independently, it must nevertheless be able to demonstrate that the policies and procedures which it has adopted in accordance with SYSC 7.1.2R to SYSC 7.1.5R satisfy the requirements of those rules and (in the case of an operator of an electronic system in relation to lending) are consistently effective. … Risk control: additional provisions … 7.1.8 G … (2) The term ‘risk management function’ in SYSC 7.1.6R and SYSC 7.1.7R, and for a common platform firm in article 23(2) of the MiFID Org Regulation, refers to the generally understood concept of risk assessment within a firm, that is, the function of setting and controlling risk exposure. … … Additional rules for CRR firms … 7.1.21 R (1) A CRR firm’s risk management function (article 23 of the MiFID Org Regulation SYSC 7.1.2-AR, SYSC 7.1.3R, SYSC 7.1.5R to SYSC 7.1.7R) must be independent from the operational functions and have sufficient authority, stature, resources and access to the management body. … … 8 Outsourcing Page 54 of 252

FCA 2025/40 FOS 2025/4 8.1 General outsourcing requirements … Application to a common platform firm 8.1.-2 G For a common platform firm: (1) the MiFID Org Regulation applies, as summarised in SYSC 1 Annex 1 3.2G, SYSC 1 Annex 1 3.2-AR and SYSC 1 Annex 1 3.2-BR; and [deleted] (2) the rules and guidance apply as set out in the table below: Subject Applicable rule or guidance General requirements SYSC 8.1.1R, SYSC 8.1.2G, SYSC 8.1.3G, SYSC 8.1.12G Scope of critical and important operational functions SYSC 8.1.4AR, SYSC 8.1.5R Outsourcing critical or important operational functions SYSC 8.1.6-AR to SYSC 8.1.8R, SYSC 8.1.9R, SYSC 8.1.10R, SYSC 8.1.11-AR, SYSC 8.1.11-BR, SYSC 8.1.11-CG, SYSC 8.1.12G Application to an MiFID optional exemption firm and to a third country firm 8.1.-1 G For a MiFID optional exemption firm and a third country firm: (1) the rules and guidance in this chapter apply to them as if they were rules or as guidance in accordance with SYSC 1 Annex 1 3.2CR(1); and. (2) those articles of the MiFID Org Regulation in SYSC 1 Annex 1 2.8AR and 3.2CR apply to them as if they were rules or as guidance in accordance with SYSC 1 Annex 1 3.2CR(2). [deleted] General requirements … 8.1.3 G SYSC 4.1.1R requires a firm to have effective processes to identify, manage, monitor and report risks and internal control mechanisms. Except in relation to those functions described in SYSC 8.1.5R and (for a common platform firm in article 30(2) of the MiFID Org Regulation), where a firm relies on a third party for the performance of operational functions which are not critical or important for the performance of relevant services and activities Page 55 of 252

FCA 2025/40 FOS 2025/4 (see SYSC 8.1.1R(1)) on a continuous and satisfactory basis, it should take into account, in a manner that is proportionate given the nature, scale and complexity of the outsourcing, the rules in this section in complying with that requirement. Scope of critical and important operational functions 8.1.4 R … 8.1.4A R For the purposes of this chapter, an operational function is regarded as critical or important if a defect or failure in its performance would materially impair the continuing compliance of a common platform firm with the conditions and obligations of its authorisation or its other obligations under the UK law on markets in financial instruments, or its financial performance, or the soundness or the continuity of its designated investment business. 8.1.5 R For a UCITS investment firm common platform firm and without prejudice to the status of any other function, the following functions will not be considered as critical or important for the purposes of this chapter: (1) the provision to the firm of advisory services, and other services which do not form part of the relevant services and activities of the firm, including the provision of legal advice to the firm, the training of personnel of the firm, billing services and the security of the firm’s premises and personnel; (2) the purchase of standardised services, including market information services and the provision of price feeds; (3) the recording and retention of relevant telephone conversations or electronic communications subject to SYSC 10A. … Outsourcing critical or important operational functions 8.1.6 R … 8.1.6-A R If a common platform firm outsources critical or important operational functions, it remains fully responsible for discharging all of its obligations under the UK law on markets in financial instruments and must comply with the following conditions: (1) the outsourcing must not result in the delegation by senior management of their responsibility; (2) the relationship and obligations of the firm towards its clients under the UK law on markets in financial instruments must not be altered; Page 56 of 252

FCA 2025/40 FOS 2025/4 (3) the conditions with which the firm must comply in order to be authorised, and to remain so, must not be undermined; (4) none of the other conditions subject to which the firm’s authorisation was granted must be removed or modified. … 8.1.7 R A UCITS investment firm common platform firm must exercise due skill, and care and diligence when entering into, managing or terminating any arrangement for the outsourcing to a service provider of critical or important operational functions or of any relevant services and activities. 8.1.8 R A UCITS investment firm common platform firm must in particular take the necessary steps to ensure that the following conditions are satisfied: (1) the service provider must have the ability, capacity, appropriate organisational structure supporting the performance of the outsourced functions, and any authorisation authorisation required by law to perform the outsourced functions, services or activities reliably and professionally; (2) the service provider must carry out the outsourced services effectively, and in compliance with applicable laws and regulatory requirements, and to this end the firm must establish methods for assessing the standard of performance of the service provider and for reviewing on an ongoing basis the services provided by the service provider; (3) the service provider must properly supervise the carrying out of the outsourced functions, and adequately manage the risks associated with the outsourcing; (4) appropriate action must be taken if it appears that the service provider may not be carrying out the functions effectively and in compliance with applicable laws and regulatory requirements; (5) the firm must retain the necessary expertise to supervise the outsourced functions effectively and to manage the risks associated with the outsourcing, and must supervise those functions and manage those risks effectively supervise the outsourced functions or services and manage the risks associated with the outsourcing, and to this end the firm must retain the necessary expertise and resources to supervise the outsourced functions effectively and to manage those risks; (6) the service provider must disclose to the firm any development that may have a material impact on its ability to carry out the outsourced functions effectively and in compliance with applicable laws and regulatory requirements; Page 57 of 252

FCA 2025/40 FOS 2025/4 (7) the firm must be able to terminate the arrangement for the outsourcing where necessary, with immediate effect when this is in the interest of its clients, without detriment to the continuity and quality of its provision of services to clients; (8) the service provider must co-operate with the FCA and any other relevant competent authority in connection with the outsourced activities; (9) the firm, its auditors, the FCA and any other relevant competent authority competent authority must have effective access to data related to the outsourced activities, as well as to the business premises of the service provider, where necessary for the purpose of effective oversight in accordance with this provision; and the FCA and any other relevant competent authority competent authority must be able to exercise those rights of access; (10) the service provider must protect any confidential information relating to the firm and its clients; (11) the firm and the service provider must establish, implement and maintain a contingency plan for disaster recovery and periodic testing of backup facilities where that is necessary having regard to the function, service or activity that has been outsourced.; (12) the firm must ensure that the continuity and quality of the outsourced functions or services are maintained also in the event of termination of the outsourcing either by transferring the outsourced functions or services to another third party or by performing them itself. 8.1.9 R A UCITS investment firm common platform firm must ensure that the respective rights and obligations of the firm and of the service provider are clearly allocated and set out in a written agreement. In particular, the firm must keep its instruction and termination rights, its rights of information, and its right to inspections and access to books and premises. The agreement must ensure that outsourcing by the service provider only takes place with the firm’s consent in writing. 8.1.10 R If a UCITS investment firm common platform firm, and the service provider are members of the same group, the firm may, for the purpose of complying with SYSC 8.1.6-AR, SYSC 8.1.7R to SYSC 8.1.11R SYSC 8.1.10R, SYSC 8.1.11-BR and SYSC 8.2 and SYSC 8.3 SYSC 8.1.11-CG, take into account the extent to which the UCITS investment firm common platform firm controls the service provider or has the ability to influence its actions. 8.1.11 R … 8.1.11-A R A common platform firm must make available on request to the FCA all information necessary to enable the FCA to supervise the compliance of the Page 58 of 252

FCA 2025/40 FOS 2025/4 performance of the outsourced activities with the requirements of the UK law on markets in financial instruments. 8.1.11-B R In addition to the requirements in SYSC 8.1.6-AR, SYSC 8.1.7R to SYSC 8.1.10R and SYSC 8.1.11-AR, where a common platform firm outsources functions related to portfolio management provided to clients to a service provider located in a third country, the firm must ensure that the following conditions are satisfied: 8.1.11-C G (1) the service provider is authorised or registered in its home jurisdiction to provide that service and is effectively supervised by a regulatory body in that third country; and (2) there is an appropriate cooperation agreement between the FCA and the regulatory body of the service provider. For the purposes of the cooperation agreement referred to in SYSC 8.1.11- BR(2): (1) If the FCA enters into such agreement with a regulatory body in a third country, the FCA would include provisions to: (a) obtain on request the information necessary to carry out their supervisory tasks pursuant to the UK law on markets in financial instruments; (b) (c) obtain access to the documents relevant for the performance of their supervisory duties maintained in the third country; receive information from the regulatory body in the third country as soon as possible for the purpose of investigating apparent breaches of the requirements under the UK law on markets in financial instruments; (d) cooperate with regard to enforcement, in accordance with the national and international law applicable to the regulatory body in a third country and the FCA in the United Kingdom in cases of breach of the requirements under the UK law on markets in financial instruments. (2) The FCA publishes on its website a list of the cooperation agreements with regulatory bodies in third countries. [Note: The list of FCA’s cooperation agreements with regulatory bodies in third countries can be found at: https://www.fca.org.uk/publication/corporate/outsourcing-portfolio￾management-list-cooperation-agreements-2018.pdf] … 8.1.12 G As SUP 15.3.8G explains, a firm should notify the FCA when it intends to rely on a third party for the performance of operational functions which are Page 59 of 252

FCA 2025/40 FOS 2025/4 critical or important for the performance of relevant services and activities on a continuous and satisfactory basis. [Note: recital 44 to the MiFID Org Regulation] … 9 Record-keeping 9.1 General rules on record-keeping Application to a common platform firm 9.1.-2 G For a common platform firm: (1) the MiFID Org Regulation applies, as summarised in SYSC 1 Annex 1 3.2G, SYSC 1 Annex 1 3.2-AR and SYSC 1 Annex 1 3.2-BR; and [deleted] (2) the rules and guidance apply as set out in the table below: Subject Applicable rule or guidance General requirements SYSC 9.1.1AR, SYSC 9.1.1BR, SYSC 9.1.2-AR Specific requirements for insurance distribution SYSC 9.1.2AR, SYSC 9.1.2DR Guidance on record￾keeping SYSC 9.1.2BG, SYSC 9.1.4G, SYSC 9.1.5G, SYSC 9.1.6G, SYSC 9.1.6AG Application to an MiFID optional exemption firm and to a third country firm 9.1.-1 G For a MiFID optional exemption firm and a third country firm: (1) the rules and guidance in this chapter apply to them as if they were rules or as guidance in accordance with SYSC 1 Annex 1 3.2CR(1); and. (2) those articles of the MiFID Org Regulation in SYSC 1 Annex 1 2.8AR and 3.2CR apply to them as if they were rules or as guidance in accordance with SYSC 1 Annex 1 3.2CR(2). [deleted] General requirements … 9.1.1A R … Page 60 of 252

FCA 2025/40 FOS 2025/4 9.1.1B R A common platform firm must: (1) at least keep the records in relation to organisational requirements as set out in the table below: Organisational requirements Type of record Summary of content The firm’s business and internal organisation Records as provided for under SYSC 4.1.1- AR(1)(d) Compliance reports Each compliance report to management body Conflict of Interest record Records as provided for under SYSC 10.1.6R and SYSC 10.1.6-AAR Risk management reports Each risk management report to senior management Internal audit reports Each internal audit report to senior management Records of personal transactions Records as provided for under COBS 11.7A.5R(5)(c) (2) keep written records of any policies and procedures it is required to maintain to comply with its obligations under the UK law on markets in financial instruments and the UK law on market abuse. 9.1.2 9.1.2-A R R … In relation to its MiFID business, a common platform firm must retain records in a medium that allows the storage of information in a way accessible for future reference by the FCA, and so that the following conditions are met: (1) the FCA or any other relevant competent authority must be able to access them readily and to reconstitute each key stage of the processing of each transaction; Page 61 of 252

FCA 2025/40 FOS 2025/4 (2) it must be possible for any corrections or other amendments, and the contents of the records prior to such corrections and amendments, to be easily ascertained; (3) it must not be possible for the records otherwise to be manipulated or altered; (4) it must allow the use of IT systems or any other efficient technology when the analysis of the data cannot be easily carried out due to the volume and the nature of the data; and (5) the firm’s arrangements must comply with the record keeping requirements irrespective of the technology used. … Guidance on record-keeping … 9.1.6 G Schedule 1 to each module of the Handbook sets out a list summarising the record-keeping requirements of that module. A common platform firm should also refer to the record-keeping requirements in the MiFID Org Regulation. … 10 Conflicts of interest 10.1 Application … Application to a common platform firm 10.1.-2 G For a common platform firm: (1) the MiFID Org Regulation applies, as summarised in SYSC 1 Annex 1 3.2G, SYSC 1 Annex 1 3.2AR and SYSC 1 Annex 1 3.2-BR; and [deleted] (2) the rules and guidance in the table below apply: Subject Applicable rule or guidance Application SYSC 10.1.-4R, SYSC 10.1.-3R General application SYSC 10.1.1R Page 62 of 252

FCA 2025/40 FOS 2025/4 Provision of services Requirements only apply if a service is provided SYSC 10.1.2G Identifying conflicts SYSC 10.1.3R Types of conflicts SYSC 10.1.4R, SYSC 10.1.5G Records of conflicts SYSC 10.1.6R, SYSC 10.1.6AAR Managing conflicts SYSC 10.1.7R Disclosure of conflicts SYSC 10.1.8R, SYSC 10.1.9G, SYSC 10.1.9AR Conflicts policy SYSC 10.1.10R, SYSC 10.1.12G Contents of policy SYSC 10.1.11R, SYSC 10.1.11AAR, SYSC 10.1.11ABR … … Requirements only apply if a service is provided 10.1.2 G (1) The requirements in this section only apply where a service is provided by a firm. The status of the client to whom the service is provided (as a retail client, professional client or eligible counterparty) is irrelevant for this purpose. [Note: recital 46 to the MiFID Org Regulation] … … Types of conflicts 10.1.4 R For the purposes of identifying the types of conflict of interest that arise, or may arise, in the course of providing a service and whose existence may damage the interests of a client, a management company firm must take into account, as a minimum, whether the firm or a relevant person, or a person directly or indirectly linked by control to the firm: (1) is likely to make a financial gain, or avoid a financial loss, at the expense of the client; Page 63 of 252

FCA 2025/40 FOS 2025/4 (2) has an interest in the outcome of a service provided to the client or of a transaction carried out on behalf of the client, which is distinct from the client's interest in that outcome; (2A) in the case of a management company providing collective portfolio management services for a UCITS scheme, (2) also applies where the service is provided to, or the transaction is carried out on behalf of, a client other than the UCITS scheme; (3) has a financial or other incentive to favour the interest of another client or group of clients over the interests of the client; (4) carries on the same business as the client; or in the case of a management company, carries on the same activities for the UCITS scheme and for another client or clients which are not UCITS schemes; or (5) (except in the case of a common platform firm or MiFID optional exemption firm) receives or will receive from a person other than the client an inducement in relation to a service provided to the client, in the form of monies, goods or services, other than the standard commission or fee for that service.; or (6) (in the case of a common platform firm or a MiFID optional exemption firm) receives or will receive from a person other than the client an inducement in relation to a service provided to the client, in the form of monetary or non-monetary benefits or services. The conflict of interest may result from the firm or person providing a service referred to in SYSC 10.1.1R or engaging in any other activity or, in the case of a management company, whether as a result of providing collective portfolio management services or otherwise. [Note: article 17(1) of the UCITS implementing Directive] 10.1.4A G Other firms (except common platform firms, MiFID optional exemption firms, third country firms, UCITS management companies and insurance intermediaries) should take account of the rule on the types of conflicts (see SYSC 10.1.4R) in accordance with SYSC 1 Annex 1 3.3R. … 10.1.5 G The circumstances which should be treated as giving rise to a conflict of interest cover cases where there is a conflict between the interests of the firm or certain persons connected to the firm or the firm’s group and the duty the firm owes to a client; or between the differing interests of two or more of its clients, to whom the firm owes in each case a duty. It is not enough that the firm may gain a benefit if there is not also a possible disadvantage to a client, or that one client to whom the firm owes a duty Page 64 of 252

FCA 2025/40 FOS 2025/4 may make a gain or avoid a loss without there being a concomitant possible loss to another such client. [Note: recital 45 to the MiFID Org Regulation] Records of conflicts 10.1.6 R A management company, an insurance intermediary and a firm carrying on funeral plan distribution firm must keep and regularly update a record of the kinds of service or activity carried out by or on behalf of that firm in which a conflict of interest entailing a material risk of damage, or for a common platform firm or a MiFID optional exemption firm, a risk of damage, to the interests of one or more clients has arisen or, in the case of an ongoing service or activity, may arise. [Note: article 20(1) of the UCITS implementing Directive] 10.1.6A G Other firms (other than common platform firms, MiFID optional exemption firms, third country firms and insurance intermediaries) should also take account of the rule on records of conflicts (see SYSC 10.1.6R) in accordance with SYSC 1 Annex 1 3.2BR, SYSC 1 Annex 1 3.2CR and SYSC 1 Annex 1 3.3R). 10.1.6AA R An insurance intermediary and a firm carrying on funeral plan distribution A firm must ensure that its management body senior management receives on a frequent basis, and at least annually, written reports on all situations referred to in SYSC 10.1.6R. 10.1.6B G A Where SYSC 10.1.6AAR applies as guidance to a firm in accordance with SYSC 1 Annex 1.3.3R, a firm (other than a common platform firm and an insurance intermediary) should read SYSC 10.1.6AAR as if “should” appeared in that rule instead of “must”. … Disclosure of conflicts 10.1.8 R (1) If arrangements made by a firm under SYSC 10.1.7R are not sufficient to ensure, with reasonable confidence, that risks of damage to the interests of a client will be prevented, the firm must clearly disclose the following to the client before undertaking business for the client: (a) the general nature or sources of conflicts of interest, or both; and (b) the steps taken to mitigate those risks. (2) The disclosure must: (a) be made in a durable medium; Page 65 of 252

FCA 2025/40 FOS 2025/4 (b) clearly state that the organisational and administrative arrangements established by the firm to prevent or manage that conflict are not sufficient to ensure, with reasonable confidence, that the risks of damage to the interests of the client will be prevented; (c) include specific description of the conflicts of interest that arise in the provision of funeral plan distribution, insurance distribution activities, investment services or ancillary services services, taking into account the nature of the client to whom the disclosure is being made; (d) explain the risks to the client that arise as a result of the conflicts of interest; and (e) include sufficient detail, taking into account the nature of the client, to enable that client to take an informed decision with respect to the service in the context of which the conflict of interest arises. (3) This rule does not apply to the extent that SYSC 10.1.21R applies. [Note: 23(2) and (3) of MiFID and article 28(2) and (3) of the IDD] 10.1.9 G Firms should aim to identify and manage the conflicts of interest arising in relation to their various business lines and their group’s activities under a comprehensive conflicts of interest policy. In particular, the disclosure of conflicts of interest by a firm should not exempt it from the obligation to maintain and operate the effective organisational and administrative arrangements under SYSC 10.1.7R. While disclosure of specific conflicts of interest is required by SYSC 10.1.8R, an over-reliance on disclosure without adequate consideration as to how conflicts may appropriately be managed is not permitted. 10.1.9A R A firm must treat disclosure of conflicts pursuant to SYSC 10.1.8R as a measure of last resort to be used only where the effective organisational and administrative arrangements established by the firm to prevent or manage its conflicts of interest in accordance with SYSC 10.1.3R and SYSC 10.1.7R are not sufficient to ensure, with reasonable confidence, that risks of damage to the interests of the client will be prevented. Conflicts policy 10.1.10 R (1) A management company, an insurance intermediary and a firm carrying on funeral plan distribution must establish, implement and maintain an effective conflicts of interest policy that is set out in writing and is appropriate to the size and organisation of the firm and the nature, scale and complexity of its business. (2) Where the management company, or insurance intermediary or firm carrying on funeral plan distribution is a member of a group, the Page 66 of 252

FCA 2025/40 FOS 2025/4 policy must also take into account any circumstances, of which the firm is or should be aware, which may give rise to a conflict of interest arising as a result of the structure and business activities of other members of the group. [Note: article 18(1) of the UCITS implementing Directive] Contents of policy 10.1.11 R (1) The conflicts of interest policy must include the following content: (a) it must identify in accordance with SYSC 10.1.3R, SYSC 10.1.4R, SYSC 10.1.4BR and SYSC 10.1.4CR (as applicable), by reference to the specific services and activities carried out by or on behalf of the management company, insurance intermediary or firm carrying on funeral plan distribution, the circumstances which constitute or may give rise to a conflict of interest entailing a material risk of damage, or for a common platform firm or a MiFID optional exemption firm a risk of damage, to the interests of one or more clients; and (b) it must specify procedures to be followed and measures to be adopted by a firm in order to manage, or for a common platform firm or MiFID optional exemption firm to prevent or manage, such conflicts. (2) The procedures and measures provided for in paragraph (1)(b) must: (a) be designed to ensure that relevant persons engaged in different business activities involving a conflict of interest of the kind specified in paragraph (1)(a) carry on those activities at a level of independence appropriate to the size and activities of the management company firm and of the group to which either of them respectively belongs, and to the materiality of the risk of damage to the interests of clients; (aa) (for an insurance intermediary or a firm carrying on funeral plan distribution) be designed to ensure that the insurance distribution activities or funeral plan distribution are carried out in accordance with the best interests of the client and are not biased due to conflicting interests of the insurance intermediary, the firm carrying on funeral plan distribution or another client; and (b) include, for an insurance intermediary or a firm carrying on funeral plan distribution, where appropriate, the following, and for a management company, such of the following as are necessary and appropriate for the Page 67 of 252

FCA 2025/40 FOS 2025/4 management company to ensure the requisite degree of independence: (i) effective procedures to prevent or control the exchange of information between relevant persons engaged in activities involving a risk of a conflict of interest where the exchange of that information may harm the interests of one or more clients; (ii) the separate supervision of relevant persons whose principal functions involve carrying out activities on behalf of, or providing services to, clients whose interests may conflict, or who otherwise represent different interests that may conflict, including those of the firm; (iii) the removal of any direct link between the remuneration of relevant persons principally engaged in one activity and the remuneration of, or revenues generated by, different relevant persons principally engaged in another activity, where a conflict of interest may arise in relation to those activities; (iv) measures to prevent or limit any person from exercising inappropriate influence over the way in which a relevant person carries out services or activities; (v) measures to prevent or control the simultaneous or sequential involvement of a relevant person in separate services or activities where such involvement may impair the proper management of conflicts of interest; and (vi) (for insurance intermediaries or firms carrying on funeral plan distribution) a gifts and benefits policy which determines clearly under which conditions gifts and benefits can be accepted or granted and which steps are to be taken when accepting and granting gifts and benefits. … 10.1.11A G Other firms (except common platform firms, UCITS management companies, MiFID optional exemption firms, third-country firms, and insurance intermediaries and firms carrying on funeral plan distribution) should take account of the rules relating to conflicts of interest policies (see SYSC 10.1.10R and SYSC 10.1.11R) in accordance with SYSC 1 Annex 1 3.2BR, SYSC 1 Annex 1 3.2CR and SYSC 1 Annex 1 3.3R. Page 68 of 252

FCA 2025/40 FOS 2025/4 10.1.11AA R An insurance intermediary and a firm carrying on funeral plan distribution A firm must assess and periodically review, on at least an annual basis, the conflicts of interest policy established in accordance with SYSC 10.1.10R and SYSC 10.1.11R (or for a common platform firm or MiFID optional exemption firm, SYSC 10.1.8R, SYSC 10.1.9AR to SYSC 10.1.11R) and should take all appropriate measures to address any deficiencies (such as over reliance on disclosure of conflicts of interest). 10.1.11AB R A common platform firm and a MiFID optional exemption firm, in relation to its insurance distribution activities, must: (1) take into account the factors set out in SYSC 10.1.4BR(4) and SYSC 10.1.4CR(5) when complying with article 33 of the MiFID Org Regulation (as applied as a rule by SYSC 1 Annex 1 3.2-AR or 3.2- BR(2)) SYSC 10.1.4R; and (2) include the measure set out in SYSC 10.1.11R(2)(b)(vi) in the list of measures to be adopted, where necessary, when complying with article 34(3) of the MiFID Org Regulation (as applied as a rule by SYSC 1 Annex 1 3.2-AR or 3.2-BR(2)) SYSC 10.1.11R(2). … 10.1.12 G In drawing up a conflicts of interest policy which identifies circumstances which constitute or may give rise to a conflict of interest, a firm should pay special attention to the activities of investment research and advice, proprietary trading, portfolio management and corporate finance business, including underwriting or selling in an offering of securities and advising on mergers and acquisitions. In particular, such special attention is appropriate where the firm or a person directly or indirectly linked by control to the firm performs a combination of two or more of those activities. [Note: recital 47 to the MiFID Org Regulation] … 10A Recording telephone conversations and electronic communications 10A.1 Application Application … 10A.1.3 R For a firm in SYSC 10A.1.1R(1) (other than a MiFID investment firm or a third country investment firm) MiFIR, and any EU Regulation adopted under MiFIR or MiFID which is an onshored regulation, apply to the extent relevant to the subject matter of this chapter as if the firm were a MiFID investment firm providing investment services or performing investment activities in accordance with article 16(7) of MiFID. [deleted] Page 69 of 252

FCA 2025/40 FOS 2025/4 … 10A.1.5 G Firms should refer to article 76 of the MiFID Org Regulation, which contains additional requirements on recording of telephone conversations or electronic communications, in addition to this chapter. [deleted] Obligations for telephone and electronic communications … 10A.1.10 G A MiFID optional exemption firm that chooses to take advantage of the provisions in SYSC 10A.1.9R should set out its decision in its recording policy. Further, any minute or note made in accordance with SYSC 10A.1.9R should contain all relevant substantive details of the conversation, as well as the information set out in SYSC 10A.1.9R(4)(a) to (d). MiFID optional exemption firms should note that the effect of SYSC 10A.1.3R is to require their compliance, as relevant, with article 76 of the MiFID Org Regulation, including that records must be: (1) stored in a durable medium which allows them to be replayed or copied; and (2) retained in a format that does not allow the original record to be altered or deleted. Notification … 10A.1.12 G … 10A.1.12A R (1) Before carrying out any activities referred to in SYSC 10A.1.1R(2) (and that are not excluded by SYSC 10A.1.4R) for new and existing clients, a firm must inform the client that: (a) the conversations and communications are being recorded; and (b) a copy of the recording of such conversations and communications with the client will be available, upon request, for a period of: (i) 5 years to the client; and (ii) 7 years to the FCA. (2) A firm must present the information referred to in SYSC 10A.1.11R to SYSC 10A.1.12AR(1) in the same language(s) used to provide designated investment business to clients. … Page 70 of 252

FCA 2025/40 FOS 2025/4 Record-keeping 10A.1.14 R … Additional requirements on recording of telephone conversations or electronic communications 10A.1.15 R A firm must: (1) establish, implement and maintain an effective recording of telephone conversations and electronic communications policy, set out in writing, and appropriate to the size and organisation of the firm, and the nature, scale and complexity of its business. The policy must include the following content: (a) the identification of the telephone conversations and electronic communications, including relevant internal telephone conversations and electronic communications, that are subject to the requirements in accordance with this chapter; and (b) the specification of the procedures to be followed and measures to be adopted to ensure the firm’s compliance with SYSC 10A.1.6R and SYSC 10A.1.7R where exceptional circumstances arise and the firm is unable to record the conversation/communication on devices issued, accepted or permitted by the firm. A firm must retain the evidence of such circumstances and make it accessible to the FCA; (2) ensure that the management body has effective oversight and control over the policies and procedures relating to the firm’s recording of telephone conversations and electronic communications; (3) ensure that the arrangements to comply with recording requirements are technology-neutral; (4) periodically evaluate the effectiveness of the firm’s policies and procedures and adopt any such alternative or additional measures and procedures as are necessary and appropriate at a minimum when a new medium of communication is accepted or permitted for use by the firm; (5) keep and regularly update a record of those individuals who have firms’ devices or privately owned devices that have been approved for use by the firm; (6) educate and train employees in procedures governing the requirements in this chapter; (7) monitor compliance with the recording and record-keeping requirements in accordance with this chapter, by periodically Page 71 of 252

FCA 2025/40 FOS 2025/4 monitoring the records of transactions and orders, including relevant conversations, subject to those requirements in a proportionate and risk-based manner; and (8) demonstrate to the FCA, at the FCA’s request, the policies, procedures and management oversight of the recording rules. 10A.1.16 R A firm must: (1) record in a durable medium all relevant information related to relevant face-to-face conversations with clients. The information recorded shall include at least the following: (a) date and time of meetings; (b) location of meetings; (c) identity of the attendees; (d) initiator of the meetings; and (e) relevant information about the client order including the price, volume, type of order and when it shall be transmitted or executed; (2) store records in a durable medium, which allows them to be: (a) replayed or copied; (b) retained in a format that does not allow the original record to be altered or deleted. The period of time for the retention of a record must begin on the date when the record is created; and (c) readily accessible and available to clients, upon request; (3) ensure the quality, accuracy and completeness of the records of all telephone recordings and electronic communications. … 19F Remuneration and performance management 19F.1 MiFID remuneration incentives … Remuneration policies and practices 19F.1.4 R (1) A dormant account fund operator in respect of its investment services and ancillary services common platform firm (unless it is a collective portfolio management investment firm), a MiFID optional exemption firm in respect of its investment services and ancillary Page 72 of 252

FCA 2025/40 FOS 2025/4 services and a third country firm in respect of its MiFID or equivalent third country business must: … 19F.1.5 G A firm should also be aware of: (1) in the case of a common platform firm (but excluding a collective portfolio management investment firm), the requirements on remuneration in article 27 of the MiFID Org Regulation applying to it; [deleted] … … 19G MIFIDPRU Remuneration Code … 19G.5 Application of remuneration requirements to material risk takers Identifying material risk takers … 19G.5.3 R For the purposes of SYSC 19G.5.1R, a staff member’s professional activities are deemed to have a material impact on a firm’s risk profile or the assets the firm manages if one or more of the following criteria are met: … (8) in a firm that has permission for carrying on at least one of the regulated activities in (4)(a) to (g), the staff member is responsible for managing one of the following activities: … (c) outsourcing arrangements of critical or important functions as referred to in article 30(1) of the MiFID Org Regulation SYSC 8.1.4AR; and … … 24 Senior managers and certification regime: Allocation of prescribed responsibilities … 24.3 Who prescribed responsibilities should be allocated to Page 73 of 252

FCA 2025/40 FOS 2025/4 … Dividing and sharing management functions between different people … 24.3.10 G (1) The FCA expects a firm to divide and allocate responsibilities under this chapter between its SMF managers so that responsibilities are grouped together appropriately. (2) The firm should make the judgement: (a) in (1); and (b) about whether and how responsibilities should be shared; under: (c) SYSC 4.1.1R (robust governance arrangements); (d) any other applicable Handbook requirements, including: (i) SYSC 2 (Apportionment of Responsibilities); and (ii) SYSC 24.3.7G to SYSC 24.3.9G;. (iii) article 21 of the MiFID Org Regulation (as applied in accordance with SYSC 1 Annex 1 2.8AR, SYSC 1 Annex 1 3.2AR, SYSC 1 Annex 1 3.2BR, SYSC 1 Annex 1 3.2CR and SYSC 1 Annex 1 3.3R); and SYSC 4.1.1-AR, SYSC 5.1.1R, SYSC 5.1.6R, SYSC 5.1.12R, SYSC 5.1.13R and SYSC 5.1.14R. (e) article 21 of the MiFID Org Regulation (General organisational requirements) or other similar relevant onshored regulations. [deleted] … … Sch 1 Record keeping requirements … Sch 1.2 G Handbook reference Subject of record Contents of record When record must be made Retention period … Page 74 of 252

FCA 2025/40 FOS 2025/4 SYSC 9.1.1AR … … … … SYSC 9.1.1BR Organisational requirements Details of the firm’s policies and procedures on organisational requirements related to: Within a reasonable time 5 years (a) The firm’s business and internal organisation (b) Compliance reports (c) Conflict of Interest record (d) Risk management reports (e) Internal audit reports (f) Records of personal transactions … Sch 2 Notification requirements Sch 2.1 G (1) The aim of the guidance in the following table is to give the reader a quick over-all view of the relevant notification requirements. (2) It is not a complete statement of those requirements and should not be relied on as if it were. (3) Table Handbook reference Matter to be notified Contents of the notification Trigger event Page 75 of 252

FCA 2025/40 FOS 2025/4 … SYSC 10A.1.12AR A firm must inform to new and existing clients that: Matters as described in SYSC 10A.1.12AR Before carrying out any activities referred to in SYSC 10A.1.1R(2) (and that are not excluded by SYSC 10A.1.4R) (a) the conversations and communications are being recorded; and (b) a copy of the recording of such conversations and communications with the client will be available, upon request, for a period of: 5 years to the client; and 7 years to the FCA. SYSC 19D.3.51R … … … … Sch 5 Rights of action for damages … Sch 5.4 G Chapter/Appendix Section/Annex Paragraph Right of action under section 138D For private person? Removed? For other person? … SYSC 4 to SYSC 10 SYSC 10A No Yes SYSC 1 Annex 1.2.19R No …

Page 76 of 252

FCA 2025/40 FOS 2025/4 Annex C Amendments to the Training and Competence sourcebook (TC) In this Annex, underlining indicates new text and striking through indicates deleted text. 4 Specified modified requirements 4.1 Specified requirements for MiFID investment firms and for third country investment firms … 4.1.3 R References in TC 4.1.4R to a relevant individual’s knowledge and competence are to the knowledge and competence necessary to ensure that the firm, on behalf of which the relevant individual acts, is able to meet its obligations related to information to clients, and the assessment of suitability and appropriateness and reporting to clients under: SYSC, COBS and PROD in relation to MiFID business. (1) those rules which implement articles 24 and 25 of MiFID (including those rules which implement related provisions under the MiFID Delegated Directive); and [deleted] (2) related provisions of the MiFID Org Regulation. [deleted] … Page 77 of 252

FCA 2025/40 FOS 2025/4 Annex D Amendments to the General Provisions (GEN) In this Annex, underlining indicates new text and striking through indicates deleted text. 1 FCA approval and emergencies … 1.2 Referring to approval by the FCA … 1.2.2A R (1) Unless required to do so under the regulatory system, a firm must ensure that neither it nor anyone acting on its behalf claims, in a public statement or to a client, expressly or by implication, that its affairs, or any aspect of them, have the approval or endorsement of the FCA or another competent authority. (1A) Paragraph (1) does not apply to a firm to the extent that it is incompatible with obligations under article 44(8) of the MiFID Org Regulation COBS 4.5A.16R. … … 1.2.4 G A firm that carries on MiFID, equivalent third country or optional exemption business should have regard to the requirement in article 44(8) of the MiFID Org Regulation which is reproduced at COBS 4.5A.16UK is reminded of the requirement in COBS 4.5A.16R regarding use of the name of the FCA or PRA. … 2 Interpreting the Handbook … 2.2 Interpreting the Handbook … Onshored Regulations and third country firms 2.2.22A R (1) … … Page 78 of 252

FCA 2025/40 FOS 2025/4 (4) GEN 2.2.22AR(1) is subject to articles 2A to 2E article 1(2A) to (2E) of MiFIR and article 1(3) to (5) of the MiFID Org Regulation. (5) In relation to TP firms GEN 2.2.22AR(1) does not apply requirements imposed by and under MiFIR or by the MiFID Org Regulation in addition to those referred to in articles (2A to 2E article 1(2A) to (2E) of MiFIR and article 1(3) to (5) of the MiFID Org Regulation. … MiFID technical standards 2.2.29 R (1) … (2) The provisions referred to in (1) are technical standards deriving from previously adopted EU regulations under MiFID which are assimilated law, except: … (c) to the extent that their application to a TP firm would be inconsistent with the application to that firm of Chapter 5 of the MiFID Org Regulation or MAR 10.4. … Guidance applying while a firm has temporary permission … 2.2.35A G A TP firm should refer to the provisions listed below, which identify the rules and guidance in their sourcebooks that came into force after IP completion day and in respect of which special provision has been made to apply them to TP firms. PRIN 3.1.13R, COBS 1.1.1CR, COBS 2.2.-1R, COBS 4.12A.3R COBS 4.12B.1R COBS 10.1.2R, COBS 14.3.1R and COBS 22.6.1R, COBS 1 Annex 2, Part 1 (which sets out the application of COBS to TP firms), … Page 79 of 252

FCA 2025/40 FOS 2025/4 … Page 80 of 252

FCA 2025/40 FOS 2025/4 Annex E Amendments to the Prudential sourcebook for MiFID Investment Firms (MIFIDPRU) In this Annex, underlining indicates new text and striking through indicates deleted text. 7 Governance and risk management 7.1 Application … 7.1.3 R MIFIDPRU 7 applies as follows: Section of MIFIDPRU 7 Application to SNI MIFIDPRU investment firms Application to non￾SNI MIFIDPRU investment firms Application at the level of an investment firm group … MIFIDPRU Does not apply Applies to a non-SNI Does not apply 7.2A (Risk MIFIDPRU management investment firm that function) has a risk management function in accordance with article 23 of the MIFID Org Regulation SYSC 7.1.2-AR, SYSC 7.1.3R, SYSC 7.1.5R, SYSC 7.1.6R and SYSC 7.1.7R …

… 7.2A Risk management function 7.2A.1 R MIFIDPRU 7.2A.2R and MIFIDPRU 7.2A.3R apply to a non-SNI MIFIDPRU investment firm that has a risk management function in accordance with article 23 of the MIFID Org Regulation SYSC 7.1.2-AR, SYSC 7.1.3R, SYSC 7.1.5R, SYSC 7.1.6R and SYSC 7.1.7R. Page 81 of 252

FCA 2025/40 FOS 2025/4 … Page 82 of 252

FCA 2025/40 FOS 2025/4 Annex F Amendments to the Conduct of Business sourcebook (COBS) In this Annex, underlining indicates new text and striking through indicates deleted text, unless stated otherwise. [Editor’s note: The shading shown in the ‘Conduct, Perimeter Guidance and Miscellaneous Provisions (MiFID 2) Instrument 2017’ (FCA 2017/39) and reflected as relevant in the ‘Exiting the European Union: Business Standards Sourcebooks (Amendments) Instrument 2019’ (FCA 2019/23) for certain provisions in COBS 3, COBS 4, COBS 6, COBS 8A, COBS 9A, COBS 10A, COBS 11, COBS 11A, COBS 12, COBS 14.3A and COBS 16A below is removed. This change is not shown.] Part 1: Comes into force on 23 October 2025 1 Application 1.1 General application Introduction 1.1.-1 G (1) COBS 1.1.1R contains the general application rule. This is the starting point for the application of this sourcebook. (2) This section extends the general application of parts of this sourcebook to: (a) certain activities relating to deposits (including structured deposits) (COBS 1.1.1AR to COBS 1.1.1AER); (b) the activity of issuing electronic money (COBS 1.1.1BR); and (c) auction regulation bidding (COBS 1.1.1ER). (3) The general application of this sourcebook is further modified by: (a) COBS 1 Annex 1, Part 1, in relation to certain activities of a firm (COBS 1.1.2R); (b) COBS 1 Annex 1, Part 2, in relation to the location from which a firm’s activities are carried on (COBS 1.1.2R); and (c) individual chapters of this sourcebook (which may extend the general application of this sourcebook) (COBS 1.1.3R). (4) The application of this sourcebook to TP firms and Gibraltar-based firms is addressed in COBS 1 Annex 2 (COBS 1.1.1CR). (5) Further guidance on: Page 83 of 252

FCA 2025/40 FOS 2025/4 (a) the application of this sourcebook is in COBS 1 Annex 1, Part 3; and (b) the interpretation of certain words and phrases used in this sourcebook is in COBS 1.4. Designated investment business and long-term insurance business in relation to life policies General application rule 1.1.1 R … Deposits (including structured deposits) 1.1.1A R This sourcebook applies to a firm with respect to activities carried on in relation to deposits from an establishment maintained by it, or its appointed representative, in the United Kingdom only as follows: Section / chapter Application in relation to deposits (1) Rules in this sourcebook which implemented articles 24, 25, 26, 28 and 30 of MiFID (and related provisions of the MiFID Delegated Directive) (see COBS 1.1.1ADG) The rules specified in COBS 1.1.1AER. A MiFID investment firm, a third country investment firm and a MiFID optional exemption firm when selling, or advising a client in relation to, a structured deposit. … Structured deposits: further provisions 1.1.1AA R Except in COBS 6.2B, in the rules referred to in COBS 1.1.1AR(1) (and in any related guidance), references to: (1) investment services and designated investment business include selling, or advising clients in relation to, structured deposits; and (2) financial instruments and designated investments include structured deposits. 1.1.1AB UK Article 1(2) of the MiFID Org Regulation specifies how its provisions should be read where they apply to firms selling, or advising on, structured deposits. 1(2) References to investment firms shall encompass credit institutions and references to financial instruments shall encompass structured deposits in relation to all the requirements (so far as relevant) in Chapters II to IV of this Regulation. [deleted] Page 84 of 252

FCA 2025/40 FOS 2025/4 1.1.1AC R A third country investment firm and a MiFID optional exemption firm must also comply with the provisions of the MiFID Org Regulation which relate to the rules which implemented the articles of MiFID referred to in COBS 1.1.1AR(1), as modified by article 1(2) of the MiFID Org Regulation, when selling, or advising a client in relation to, a structured deposit. [deleted] 1.1.1AD G The rules which implemented the provisions of MiFID and the MiFID Delegated Directive referred to in COBS 1.1.1AR(1) can be found in the chapters of COBS in the following table and are followed by a ‘Note:’. [deleted] COBS chapter Description COBS 2 Conduct of business obligations COBS 3 Client categorisation COBS 4 Communicating with clients, including financial promotions COBS 6 Information about the firm, its services and remuneration COBS 8A Client agreements COBS 9A Suitability (MiFID provisions) COBS 10A Appropriateness (for non-advised services) (MiFID provisions) COBS 11 Dealing and managing COBS 14 Providing product information to clients COBS 16A Reporting information to clients (MiFID provisions) [Note: article 1(4) of MiFID] 1.1.1AE R The rules which apply to a firm in COBS 1.1.1AR(1) when selling, or advising a client in relation to, a structured deposit: (1) are those in the sections or provisions of this sourcebook specified in the table below which constitute UK law on markets in financial instruments; and (2) as those rules otherwise apply to the firm in relation to MiFID, equivalent third country or optional exemption business. Page 85 of 252

FCA 2025/40 FOS 2025/4 COBS chapter Description COBS 2 Conduct of business obligations COBS 3 Client categorisation COBS 4 Communicating with clients, including financial promotions COBS 6.1ZA Information about the firm and compensation information (MiFID and insurance distribution provisions) COBS 6.2B Describing advice services COBS 8A Client agreements (MiFID provisions) COBS 9A Suitability (MiFID and insurance-based investment products provisions) COBS 10A Appropriateness (for non-advised services) (MiFID and insurance-based investment products provisions) COBS 11.2A.34R Best execution – MiFID provisions COBS 11.3 Client order handling COBS 11.4 Client limit orders COBS 11.5A Record keeping: client orders and transactions COBS 11A.1 Underwriting and placing COBS 12.2 Investment research and non-independent research COBS 14.3A Information about financial instruments (MiFID provisions) COBS 16A Reporting information to clients (MiFID and insurance-based investment products provisions) 1.1.1AF G The effect of COBS 1.1.1AER is that a rule in this sourcebook only applies to a firm when selling, or advising a client in relation to, a structured deposit if that rule: Page 86 of 252

FCA 2025/40 FOS 2025/4 (1) would apply to the firm in relation to MiFID, equivalent third country or optional exemption business; and (2) derives from MiFID or its implementing measures. … Application to TP firms and Gibraltar-based firms 1.1.1C R In addition to the application rules in COBS as relevant, TP firms and Gibraltar-based firms carrying on business from an establishment in the United Kingdom must also comply with the provisions in: This sourcebook applies to TP firms and Gibraltar-based firms as specified in COBS 1 Annex 2. (1) COBS 16.6.7AR (drawdown pensions: annual statements) and COBS 16.6.8R to COBS 16.6.13G (income withdrawals – annual statements); (2) COBS 19.10 (Drawdown, investment pathways and cash warnings). (3) COBS TP 2 paragraphs 2.8G to 2.8J (Other Transitional Provisions) 1.1.1D G Unless the contrary intention appears, a reference to Gibraltar-based firm in COBS 1.1.1CR has the same meaning as in the Gibraltar Order. COBS 1 Annex 2 also contains guidance on the application of this sourcebook to TP firms and Gibraltar-based firms. … 1.1.6 G … Actions for damages 1.1.7 R A contravention of a rule in this sourcebook that requires specific records to be kept for the purpose of complying with rules in SYSC 9 does not give rise to a right of action by a private person under section 138D of the Act (and each of those rules is specified under section 138D(3) of the Act as a provision giving rise to no such right of action). COBS 1.2 (Markets in Financial Instruments Directive) and COBS 1.3 (Insurance distribution) are deleted in their entirety. The deleted text is not shown but the sections are marked [deleted], as shown below. 1.2 Markets in Financial Instruments Directive [deleted] 1.3 Insurance distribution [deleted] Page 87 of 252

FCA 2025/40 FOS 2025/4 Insert the following new section, COBS 1.4, after COBS 1.3 (Insurance distribution). The text is not underlined. [Editor’s note: Most of the text at COBS 1.4.2G is not new; it is moved from COBS 1.2.5G and COBS 1.3.5G.] 1.4 Interpretation Purpose 1.4.1 G The purpose of this section is to provide guidance on the interpretation of certain words and phrases used in this sourcebook. In good time 1.4.2 G (1) Certain provisions in this sourcebook require firms to provide clients with information ‘in good time’ (for example, COBS 6.1ZA.19AR). (2) In determining what constitutes the provision of information ‘in good time’, a firm should take into account, having regard to the urgency of the situation, the client’s need for sufficient time to read and understand the information before taking an investment decision. (3) A client is likely to require more time to review information given on a complex or unfamiliar product or service, or a product or service a client has no experience with, than a client considering a simpler or more familiar product or service, or where the client has relevant prior experience. Amend the following as shown. [Editor’s note: The amendments to COBS 1 Annex 1, Part 1 1.1R below reflect the effect of article 61 of the MiFID Org Regulation which was originally copied out at COBS 16A.3.5UK but is now deleted.] 1 Annex Application (see COBS 1.1.2R) 1 Part 1: What? Modifications to the general application of COBS according to activities

1. Eligible counterparty business 1.1 R The COBS provisions shown below do not apply to eligible counterparty business except, where the eligible counterparty Page 88 of 252

FCA 2025/40 FOS 2025/4 business is in scope of the IDD, those provisions which implemented or derived from the IDD continue to apply. COBS provision Description … COBS 4 (other than COBS 4.2, and COBS 4.4.1R, COBS 4.5A.9UK and COBS 4.7.-1AUK) Communicating with clients including financial promotions … COBS 6.1ZA.16R COBS 6.1ZA (other than COBS 6.1ZA.11R to COBS 6.1ZA.13R) Information about costs and charges of different services or products (MiFID provisions) COBS 6.1ZA.22R Compensation information (MiFID provisions) … COBS 8A (other than COBS 8A.1.5UK to COBS 8A.1.8G) Client agreements (MiFID provisions) … COBS 12.2.18UK COBS 12.2.18R Labelling of non-independent research COBS 14.3 Information about designated investments (non-MiFID provisions) COBS 14.3A (other than COBS 14.3A.3R) Information about financial instruments (MiFID provisions) COBS 16 Reporting information to clients (non￾MiFID provisions) COBS 16A.3 Occasional reporting: MiFID business [Note: paragraphs 1 and 2 of article 30(1) of MiFID] … 3A. Operators of OTFs Page 89 of 252

FCA 2025/40 FOS 2025/4 3A.1 G A firm which operates an organised trading facility should refer to MAR 5A.3.9R which specifies how the provisions in this sourcebook apply to that activity. [deleted] … … Insert the following new Annex, COBS 1 Annex 2, after COBS 1 Annex 1 (Application (see COBS 1.1.2R)). The text is not underlined. 1 Annex Application to TP firms and Gibraltar-based firms (see COBS 1.1.1CR) 2 Part 1: TP firms

1. Introduction 1.1 G (1) GEN 2.2 sets out how the Handbook applies to TP firms. (2) This Part supplements GEN 2.2 by further specifying how provisions in this sourcebook apply to TP firms. (3) In summary, the combined effect of GEN 2.2.26R and the rules in this Annex is that, for the purposes of this sourcebook, TP firms are subject to those rules which: (a) applied to them immediately prior to IP completion day (whether or not derived from EU law); (b) implemented an EU Directive and which relate to a matter which, immediately before IP completion day, was reserved to the TP firm’s Home State or to the EEA State from where the service is provided; and (c) came into force after IP completion day and which are specified in this Annex. (4) However, GEN 2.2.26R(3) and (4) and paragraph 3 of this Annex include provisions which mean that a TP firm does not contravene certain rules in this sourcebook which derive from EU law to the extent that it complies with or applies a relevant provision of its Home State’s law or directly applicable EU law.
2. Application of COBS Page 90 of 252

FCA 2025/40 FOS 2025/4 2.1 R In addition to those rules specified in GEN 2.2.26R, a TP firm must also comply with: (1) those rules, as in force from time to time, which substitute the UK version of Commission Delegated Regulation (EU) 2017/565 of 25 April 2016 which was part of UK law by virtue of the EUWA as at 23 October 2025; [Note: The FCA has provided derivation and changes tables which indicate where provisions of assimilated EU law appear in the Handbook: https://www.fca.org.uk/firms/repeal￾replacement-retained-eu-law/derivation-changes-tables] (2) (to the extent that the rule does not already apply to such a TP firm as a result of GEN 2.2.26R) the provisions in: (a) COBS 2.2 (Information disclosure before providing services (other than MiFID and insurance distribution)), where a rule in that section applies to a firm carrying on designated investment business in relation to a non-mass market investment; (b) COBS 4.5.2R (Communicating with retail clients (non￾MiFID provisions) – General rule); (c) COBS 4.10 (Approving and confirming compliance of financial promotions); (d) COBS 4.11 (Record keeping: financial promotion); (e) COBS 4.12A (Promotion of restricted mass market investments); (f) COBS 4.12B (Promotion of non-mass market investments); (g) the rules in COBS 4 (Communicating with clients, including financial promotions) in so far as they relate to the communication and approval of financial promotions relating to qualifying cryptoassets; (h) COBS 10 (Appropriateness (for non-advised services) (non-MiFID and non-insurance-based investment products provisions)); (i) COBS 14.3 (Information about designated investments (non-MiFID provisions)), where a rule in that chapter applies to a firm which is arranging (bringing about) or executing a deal in a speculative illiquid security; Page 91 of 252

FCA 2025/40 FOS 2025/4 (j) COBS 16.6.7AR (Drawdown pensions: annual statements) and COBS 16.6.8R to COBS 16.6.13G (Income withdrawals – annual statements) in relation to business carried on from an establishment in the United Kingdom; (k) COBS 19.10 (Drawdown, investment pathways and cash warnings) in relation to business carried on from an establishment in the United Kingdom; and (l) COBS TP 2 paragraphs 2.8G to 2.8J (Other Transitional Provisions) in relation to business carried on from an establishment in the United Kingdom. 3. Evidencing compliance 3.1 R A TP firm does not contravene a rule applied by paragraph 2.1R(1) (‘the relevant rule’) to the extent that: (1) at the time the firm was required to comply with the rule, the firm (or its appointed representative) complied with a requirement in Commission Delegated Regulation (EU) 2017/565 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 as it has effect in EU law (‘the EEA requirement’) in relation to the services it provides in or into the United Kingdom; and (2) the EEA requirement has equivalent effect to the relevant rule as it applies in the United Kingdom. 3.2 R Paragraph 3.1R does not apply unless a TP firm can demonstrate to the FCA that, at the relevant time, it complied with or applied a provision in that paragraph to the extent referred to there. 3.3 G (1) The purpose of paragraph 3.1R is to achieve an equivalent effect to GEN 2.2.26R(3) and (4) in relation to rules in this sourcebook that derive from the EU MiFID Org Regulation. (2) Further guidance on the application of the Handbook to TP firms can be found in GEN 2.2. Part 2: Gibraltar-based firms

1. Introduction Page 92 of 252

FCA 2025/40 FOS 2025/4 1.1 G (1) GEN 2.3 sets out how the Handbook applies to Gibraltar￾based firms. (2) This Part supplements GEN 2.3 by further specifying how provisions in this sourcebook apply to Gibraltar-based firms. (3) In summary, the combined effect of GEN 2.3.1R and the rules in this Annex is that, for the purposes of this sourcebook, Gibraltar-based firms are subject to: (a) rules which applied to them immediately prior to IP completion day (whether or not derived from EU law); and (b) rules which came into force after IP completion day and which are specified in this Annex. 2. Application of COBS 2.1 R In addition to those rules applying by virtue of GEN 2.3.1R, a Gibraltar-based firm must also comply with: (1) (in relation to a Gibraltar-based investment firm), those rules, as in force from time to time, which substitute the UK version of Commission Delegated Regulation (EU) 2017/565 of 25 April 2016 which was part of UK law by virtue of the EUWA as at 23 October 2025 when carrying on business from an establishment in the United Kingdom; [Note: The FCA has provided derivation and changes tables which indicate where provisions of assimilated EU law appear in the Handbook: https://www.fca.org.uk/firms/repeal￾replacement-retained-eu-law/derivation-changes-tables] (2) (to the extent that the rule does not already apply to such a Gibraltar-based firm as a result of GEN 2.3.1R) the provisions in: (a) COBS 2.2 (Information disclosure before providing services (other than MiFID and insurance distribution)), where a rule in that section applies to a firm carrying on designated investment business in relation to a non-mass market investment; (b) COBS 4.5.2R (Communicating with retail clients (non￾MiFID provisions) – General rule); (c) COBS 4.10 (Approving and confirming compliance of financial promotions); Page 93 of 252

FCA 2025/40 FOS 2025/4 (d) COBS 4.11 (Record keeping: financial promotion); (e) COBS 4.12A (Promotion of restricted mass market investments); (f) COBS 4.12B (Promotion of non-mass market investments); (g) the rules in COBS 4 (Communicating with clients, including financial promotions) in so far as they relate to the communication and approval of financial promotions relating to qualifying cryptoassets; (h) COBS 10 (Appropriateness (for non-advised services) (non-MiFID and non-insurance-based investment products provisions)); (i) COBS 14.3 (Information about designated investments (non-MiFID provisions)), where a rule in that chapter applies to a firm which is arranging (bringing about) or executing a deal in a speculative illiquid security; (j) COBS 16.6.7AR (Drawdown pensions: annual statements) and COBS 16.6.8R to COBS 16.6.13G (Income withdrawals – annual statements) in relation to business carried on from an establishment in the United Kingdom; (k) COBS 19.10 (Drawdown, investment pathways and cash warnings) in relation to business carried on from an establishment in the United Kingdom; and (l) COBS TP 2 paragraphs 2.8G to 2.8J (Other Transitional Provisions) in relation to business carried on from an establishment in the United Kingdom. Amend the following as shown. 2 Conduct of business obligations … 2.2 Information disclosure before providing services (other than MiFID and insurance distribution) Application 2.2.-1 R … Page 94 of 252

FCA 2025/40 FOS 2025/4 (3) Where a rule in this section applies to a firm carrying on designated investment business in relation to a non-mass market investment the rule also applies to: (a) a TP firm (to the extent that the rule does not already apply to such a TP firm as a result of GEN 2.2.26R); and (b) Gibraltar-based firm to the extent that the rule does not already apply to such a Gibraltar-based firm as a result of GEN 2.3.1R. [deleted] [Editor’s note: The application of this sourcebook to TP firms and Gibraltar-based firms is now addressed in COBS 1 Annex 2.] … 2.2A Information disclosure before providing services (MiFID and insurance distribution provisions) Application 2.2A.1 R … 2.2A.1A G Certain provisions in this section require firms to provide clients with information ‘in good time’. Guidance on the provision of information ‘in good time’ can be found in COBS 1.4.2G. … 2.2A.5 R … Record-keeping 2.2A.6 G A firm to which SYSC 9 applies is required to keep records of all services, activities and transactions undertaken by it. 2.2A.7 R In complying with the requirements in SYSC 9, a firm to which those rules apply must keep a record of the information provided to clients in compliance with the rules in this section applicable to MiFID, equivalent third country or optional exemption business. … 2.3A Inducements relating to MiFID, equivalent third country or optional exemption business and insurance-based investment products … Disclosure of payments or benefits received from, or paid to, third parties … Page 95 of 252

FCA 2025/40 FOS 2025/4 2.3A.13 R In implementing the requirements of COBS 2.3A.10R to COBS 2.3A.12R, a firm must take into account the costs and charges rules in: (1) (for MiFID, equivalent third country or optional exemption business) COBS 6.1ZA.11R and, COBS 6.1ZA.12R and article 50 of the MiFID Org Regulation (see COBS 6.1ZA.14UK) COBS 6.1ZA.14R; and … … Acceptable minor non-monetary benefits 2.3A.19 R … [Note: articles 24(7)(b) and 24(8) of MiFID; and article 12(2) and (3) of the MiFID Delegated Directive and article 72(3) of the MiFID Org Regulation] … Record keeping: inducements … 2.3A.33 G In relation to the MiFID business of a firm, article 72 and Annex 1 of the MiFID Org Regulation SYSC 9 also make makes provision for the keeping of records on inducements. [Note: article 72 and Annex 1 of the MiFID Org Regulation] [Editor’s note: The substance of the following deleted text can now be found at SYSC 9.1.2- AR.] 2.3A.34 R In relation to the equivalent business of a third country investment firm and MiFID optional exemption business, information disclosed to the client in accordance with COBS 2.3A.6R(2), (3) and (4) and COBS 2.3A.10R to COBS 2.3A.12R must be retained in a medium that allows the storage of information in a way accessible for future reference by the FCA, and in such a form and manner that: (1) the FCA is able to access it readily and to reconstitute each key stage of the processing of each transaction; (2) it is possible for any corrections or other amendments, and the contents of the records prior to such corrections or amendments, to be easily ascertained; Page 96 of 252

FCA 2025/40 FOS 2025/4 (3) it is not possible for the records otherwise to be manipulated or altered; (4) it can be exploited through information technology or any other efficient method of exploitation when analysis of the data cannot be easily carried out due to the volume and nature of the data; and (5) the firm’s arrangements comply with the record keeping requirements irrespective of the technology used. [deleted] 2.3A.34 R In complying with the requirements in SYSC 9, a firm to which those rules A apply must keep a record of the information provided to clients in compliance with the rules in this section applicable to MiFID, equivalent third country or optional exemption business. … 3 Client categorisation 3.1 Application Scope … 3.1.2A R Subject to COBS 3.1.3R and COBS 3.6.4CR, in this chapter provisions marked “UK” apply to a firm’s business other than MiFID business as if they were rules. [deleted] … Mixed business 3.1.4 R If a firm conducts business for a client involving both: (1) MiFID or equivalent third country business; and (2) other regulated activities subject to this chapter; it must categorise that client for such business in accordance with the provisions in this chapter that apply to MiFID or equivalent third country business, including those provisions applied to the equivalent business of a third country investment firm as a result of COBS 3.1.2AR. … 3.3 General notifications … 3.3.1A UK Articles 45(1) and (2) of the MiFID Org Regulation require firms to R provide clients with specified information concerning client categorisation. Page 97 of 252

FCA 2025/40 FOS 2025/4 (1) 45(1) Investment firms shall A firm must notify a new clients client, and any existing clients client that the investment firm firm has newly categorised as required by UK law on markets in financial instruments this chapter, of their categorisation as a retail client retail client, a professional client professional client or an eligible counterparty eligible counterparty in accordance with that Directive this chapter. (2) (2) Investment firms shall A firm must inform clients a client in a durable medium durable medium about: (a) any right that client client has to request a different categorisation; and about (b) any limitations to the level of client client protection that a different categorisation would entail. [Note: articles 45(1) and (2) of the MiFID Org Regulation] 3.3.1B R The information referred to in article 45(2) of the MiFID Org Regulation (as reproduced at COBS 3.3.1AUK) in COBS 3.3.1AR(2) must be provided to clients a client prior to any the provision of services. [Note: paragraph 2 of section I of annex II to MiFID] … 3.6 Eligible counterparties … Elective eligible counterparties 3.6.4 R A firm may treat a client as an elective eligible counterparty in relation to business other than MiFID or equivalent third country business if: … (2) the firm adheres to the procedure set out at COBS 3.6.4BUK COBS 3.6.4BR. 3.6.4A R Provided that it adheres to the procedure set out at COBS 3.6.4BUK COBS 3.6.4BR, a firm may treat a client as an elective eligible counterparty in relation to MiFID or equivalent third country business if the client: … 3.6.4B UK Article 71(5) of the MiFID Org Regulation sets out the procedure to be R followed where a client requests to be treated as an eligible counterparty. Page 98 of 252

3.7 FCA 2025/40 FOS 2025/4 71(5) Where If a client client requests to be treated as an eligible counterparty eligible counterparty, in accordance with [COBS 3.6.4R or COBS 3.6.4AR], the following procedure shall must be followed: (a) the investment firm shall firm must provide the client client with a (1) clear written warning of the consequences for the client client of such a request, including the protections they may lose; and (b) the client shall client must confirm in writing: (2) (a) the request to be treated as an eligible counterparty eligible counterparty either generally or in respect of one or more investment services or a transaction or type of transaction or product; and (b) that they are aware of the consequences of the protection protections they may have lost lose as a result of the request. … Providing clients with a higher level of protection … 3.7.3A UK Article 45(3) of the MiFID Org Regulation sets out provisions in respect of R giving clients a higher level of protection. 45(3) Investment firms A firm may, either on their its own initiative or at the request of the client client concerned, treat a client that client in the following manner: (a) as a professional professional client or retail client retail client where (1) that client client might otherwise be classified as an eligible counterparty eligible counterparty pursuant to [COBS 3.6.2R]; or (b) as a retail client retail client where that client client that is considered (2) a professional client professional client pursuant to Part 2 of Schedule 1 to Regulation (EU) No 600/2014 COBS 3.5.2R. 3.7.3B UK Article 71(2) to (4) of the MiFID Org Regulation sets out provisions R applying to eligible counterparties requesting a higher level of protection. (1) 71(2) Where, pursuant to [COBS 3.7.1R], an eligible counterparty If an eligible counterparty requests treatment re-categorisation as a client whose business with an investment firm is subject to rules in the Conduct of Business; Market Conduct; Senior Management Arrangements, Systems and Controls and the Product Intervention and Product Governance sourcebooks which were relied on immediately before IP completion day to implement Articles 24, 25, 27 and 28 of Directive 2014/65/EU (“the relevant rules”) client that Page 99 of 252

FCA 2025/40 FOS 2025/4 benefits from a higher degree of investor protection, a firm must require that the request should: (a) be made in writing,; and shall (b) indicate whether the treatment as retail client a retail client or professional client professional client refers to one or more investment services or transactions, or one or more types of transaction or product. (3) Where an eligible counterparty requests treatment as a client whose (2) business with an investment firm is subject to the relevant rules If an eligible counterparty makes the request in (1), but does not expressly request treatment as a retail client retail client, the firm shall firm must treat that eligible counterparty eligible counterparty as a professional client professional client. (4) Where If the eligible counterparty eligible counterparty expressly (3) requests treatment as a retail client retail client, the investment firm shall firm must treat the eligible counterparty eligible counterparty as a retail client retail client, applying the provisions in respect of requests of non-professional treatment specified in paragraph 4 of Schedule 1 to Regulation (EU) No 600/2014 COBS 3.7.1R, COBS 3.7.2G and COBS 3.7.5R. … 4 Communicating with clients, including financial promotions 4.1 Application Who? What? … 4.1.1B R (1) TP firms must comply with the rules in (3) and (4) to the extent that those rules do not already apply to those TP firms as a result of GEN 2.2.26R. (2) Gibraltar-based firms must comply with the rules in (3) and (4) to the extent that those rules do not already apply to such a Gibraltar￾based firm as a result of GEN 2.3.1R. (3) The rules are those in: (a) COBS 4.5.2R (communicating with retail clients – general rule); (b) COBS 4.10 (approving and confirming compliance of financial promotions); and (c) COBS 4.11 (Record keeping: financial promotion). Page 100 of 252

FCA 2025/40 FOS 2025/4 (4) The rules are those in this chapter in so far as they relate to the communication and approval of financial promotions relating to qualifying cryptoassets. [deleted] 4.1.1C G COBS 4.12A.3R and COBS 4.12B.1R apply the rules on promoting restricted mass market investments and non-mass market investments to TP firms and Gibraltar-based firms. [deleted] [Editor’s note: The application of this sourcebook to TP firms and Gibraltar-based firms is now addressed in COBS 1 Annex 2.] … 4.1.4 G … (2) In the case of MiFID, equivalent third country or optional exemption business, certain requirements in this chapter are subject to an exemption for the communication of a third party prospectus in certain circumstances (see recital 73 of the MiFID Org Regulation). This has a similar effect to the exemption in article 70(1)(c) of the Financial Promotion Order, which is referred to in the definition of an excluded communication. … … 4.1.7 G … [Note: see recital 16 to the MiFID Org Regulation] … 4.2 Fair, clear and not misleading communications The fair, clear and not misleading rule … 4.2.2 G … [Note: article 30(1) of MiFID and recital 65 to the MiFID Org Regulation, article 17(2) of the IDD] … 4.5A Communicating with clients (including past, simulated past and future performance) (MiFID provisions) Application Page 101 of 252

FCA 2025/40 FOS 2025/4 … 4.5A.2 R Provisions in this section marked “UK” apply in relation to MiFID optional exemption business as if they were rules (see COBS 1.2.2G). [deleted] 4.5A.2A G The effect of GEN 2.2.22AR is that provisions in this section marked “UK” also apply in relation to the equivalent business of a third country investment firm as if they were rules. [deleted] General requirements 4.5A.3 UK (1) 44(1) Investment firms shall A firm must ensure that all information R they address addressed to, or disseminate disseminated in such a way that it is likely to be received by, retail a retail client or professional clients a professional client or potential retail or professional clients, including marketing communications, satisfies the conditions laid down in paragraphs 2 to 8 in (2) and COBS 4.5A.7R to COBS 4.5A.16R. (2) 44(2) Investment firm shall A firm must ensure that the information referred to in paragraph 1 in (1) complies with the following conditions: (a) the information includes the name of the investment firm, firm; (b) the information is accurate and always gives a fair and prominent indication of any relevant risks when referencing any potential benefits of an investment service investment service or financial instrument, financial instrument; (c) the information uses a font size in the indication of relevant risks that is at least equal to the predominant font size used throughout the information provided, as well as a layout ensuring that ensures that such indication is prominent,; (d) the information is sufficient for, and presented in a way that is likely to be understood by, the average member of the group to whom it is directed, or by whom it is likely to be received,; (e) the information does not disguise, diminish or obscure important items, statements or warnings,; (f) the information is consistently presented in the same language throughout all forms of information and marketing materials that are provided to each client client, unless the client client has accepted agreed to receive information in more than one language,; and (g) the information is up-to-date and relevant to the means of communication used. Page 102 of 252

FCA 2025/40 FOS 2025/4 [Note: article 44(1) and (2) of the MiFID Org Regulation] … Comparative information 4.5A.7 UK (1) 44(3) Where the This rule applies to information that compares: R (a) investment investment services or ancillary services, ancillary services; (b) financial instruments, financial instruments; or (c) persons persons providing investment investment services or ancillary services, ancillary services. (2) investment firms shall A firm must ensure that the following conditions are satisfied: (a) the comparison is meaningful and presented in a fair and balanced way; (b) the sources of the information used for the comparison are specified; and (c) the key facts and assumptions used to make the comparison are included. [Note: article 44(3) of the MiFID Org Regulation] Referring to tax 4.5A.8 UK 44(7) Where the If any information refers to a particular tax treatment, a R firm must ensure that it shall prominently state states that the tax treatment depends on the individual circumstances of each client client and may be subject to change in the future. [Note: article 44(7) of the MiFID Org Regulation] Consistent financial promotions 4.5A.9 UK 46(5) Investment firms shall A firm must ensure that information contained R in a marketing communication is consistent with any information the firm firm provides to clients clients in the course of carrying on investment investment services and ancillary services ancillary services. [Note: article 46(5) of the MiFID Org Regulation] Past performance Page 103 of 252

FCA 2025/40 FOS 2025/4 4.5A.10 UK 44(4) Where the A firm must ensure that information that contains an R indication of past performance of a financial instrument financial instrument, a financial index or an investment service, investment firms shall ensure that investment service satisfies the following conditions are satisfied: (a) that indication is not the most prominent feature of the (1) communication; (b) the information must include includes appropriate performance (2) information which covers the preceding 5 years, or the whole period for which the financial instrument financial instrument has been offered, the financial index has been established, or the investment service investment service has been provided (where less than five 5 years), or such longer period as the firm firm may decide, and in every case that performance information is based on complete 12- month periods; (c) the reference period and the source of information is are clearly (3) stated; (d) the information contains a prominent warning that the figures refer to (4) the past and that past performance is not a reliable indicator of future results; (e) where if the indication relies on figures denominated in a currency (5) other than pounds sterling, the currency is clearly stated, together with a warning that the return may increase or decrease as a result of currency fluctuations; and (f) where if the indication is based on gross performance, the effect of (6) commissions, fees or other charges are is disclosed. [Note: article 44(4) of the MiFID Org Regulation] 4.5A.11 G … [Note: recital 65 to the MiFID Org Regulation] Simulated past performance 4.5A.12 UK 44(5) Where the A firm must ensure that information includes or refers to R that contains an indication of simulated past performance, investment firms shall ensure that the information relates to a financial instrument or a financial index, and satisfies the following conditions are satisfied: (1) it relates to a financial instrument or a financial index; (2) 44(5)(a) the simulated past performance is based on the actual past performance of one or more financial instruments financial instruments or financial indices which are the same as, or Page 104 of 252

FCA 2025/40 FOS 2025/4 substantially the same as, or underlie, the financial instrument financial instrument concerned; (3) 44(5)(b) in respect of the actual past performance referred to in point (a) (2), the conditions set out in points (a) to (c), (e) and (f) of paragraph 4 paragraphs (1) to (3), (5) and (6) of the rule on past performance (COBS 4.5A.10R) are satisfied complied with; and (4) 44(5)(c) the information contains a prominent warning that the figures refer to simulated past performance and that past performance is not a reliable indicator of future performance. [Note: article 44(5) of the MiFID Org Regulation] 4.5A.13 G For the purposes of COBS 4.5A.12UK, the conditions referred to in article 44(5)(b) can be found reproduced in COBS 4.5A.10UK. [deleted] Future performance 4.5A.14 UK 44(6) Where the A firm must ensure that information that contains R information on an indication of future performance, investment firms shall ensure that satisfies the following conditions are satisfied: (a) the information it is not based on or and does not refer to simulated (1) past performance; (b) the information it is based on reasonable assumptions supported by (2) objective data; (c) where the information is based on gross performance, the effect of (3) commissions, fees or other charges is disclosed; (d) the information it is based on performance scenarios in different (4) market conditions (both negative and positive scenarios), and reflects the nature and risks of the specific types of instruments included in the analysis; and (e) the information it contains a prominent warning that such forecasts (5) are not a reliable indicator of future performance. [Note: article 44(6) of the MiFID Org Regulation] 4.5A.15 G A firm should not provide information on future performance if it is not able to obtain the objective data needed to comply with the requirements regarding information on future performance in COBS 4.5A.14UK COBS 4.5A.14R. For example, objective data in relation to EIS shares may be difficult to obtain. Information that uses the name of any competent authority the FCA or PRA 4.5A.16 UK 44(8) The information shall must not use the name of any competent R authority the FCA or PRA in such a way that would indicate or suggest Page 105 of 252

FCA 2025/40 FOS 2025/4 endorsement or approval by that authority the FCA or PRA of the products or services of the investment firm firm. [Note: article 44(8) of the MiFID Org Regulation] … 4.7 Direct offer financial promotions Application 4.7.-2 R This section (other than COBS 4.7.-1AEU to COBS 4.7.-1DG COBS 4.7.- 1AR) does not apply in relation to a communication: … 4.7.-1 G (1) COBS 4.7.-1AUK to COBS 4.7.-1AR and COBS 4.7.1R contain provisions on the communication of direct offer financial promotions. (2) In broad terms: (a) COBS 4.7.-1AUK COBS 4.7.-1AR is relevant to a firm communicating a direct offer financial promotion in relation to its MiFID, equivalent third country or optional exemption business; … (3) However, a MiFID investment firm, third country investment firm or MiFID optional exemption firm which is subject to the requirements in COBS 4.7.-1AUK COBS 4.7.-1AR may be subject to the rule rule in COBS 4.7.1R to the extent that it communicates a direct offer financial promotion: (a) which is not a marketing communication; or (b) which does not relate to its MiFID, equivalent third country or optional exemption business. Direct offer financial promotions relating to MiFID, equivalent third country or optional exemption business 4.7.-1A UK (1) 46(6) Marketing communications This rule applies in relation to a R marketing communication that relates to a firm’s MiFID, equivalent third country or optional exemption business: (a) containing an offer or invitation of the following nature and specifying the manner of response or including a form by which any response may be made, shall include such of the information referred to in Articles 47 to 50 as is relevant to that offer or invitation that contains: Page 106 of 252

FCA 2025/40 FOS 2025/4 (a) an offer to enter into an agreement in relation to a (i) financial instrument or investment service financial instrument, investment service or ancillary service ancillary service with any person person who responds to the communication; or (b) an invitation to any person person who responds (ii) to the communication to make an offer to enter into an agreement in relation to a financial instrument or investment service financial instrument, investment service or ancillary service ancillary service.; and (b) which specifies the manner of response or includes a form by which any response may be made. (2) A firm must ensure that a marketing communication of the type in (1) includes such of the information referred to in the rules on information disclosure (COBS 6.1ZA and COBS 14.3A) as is relevant to that offer or invitation. (3) However, the first subparagraph shall This rule does not apply require the information in (2) to be included in the marketing communication if, in order to respond to an offer or invitation contained in the marketing communication it, the potential client client must refer to another document or documents, which, alone or in combination, contain that information. [Note: article 46(6) of the MiFID Org Regulation] Effect of provisions marked “UK” for third country investment firms and MiFID optional exemptions firms 4.7.-1B R Provisions in this section marked “UK” apply in relation to MiFID optional exemption business as if they were rules (see COBS 1.2.2G). [deleted] 4.7.-1C G The effect of GEN 2.2.22AR is that provisions in this section marked “UK” also apply in relation to the equivalent business of a third country investment firm as if they were rules. [deleted] 4.7.-1D G For the purposes of COBS 4.7.-1AUK, the provisions of articles 47 to 50 of the MiFID Org Regulation can be found reproduced in COBS 6.1ZA and COBS 14.3A. [deleted] Other direct offer financial promotions 4.7.1 R (1) Subject to (3) and (4), a firm must ensure that a direct offer financial promotion that is addressed to, or disseminated in such a way that it is likely to be received by, a retail client contains: … Page 107 of 252

FCA 2025/40 FOS 2025/4 … … 4.11 Record keeping: financial promotion General … 4.11.1A G A MiFID investment firm, third country investment firm or MiFID optional exemption firm should refer to the requirements on record keeping in the MiFID Org Regulation and SYSC 9. [deleted] … Insert the following new section, COBS 4.11A, after COBS 4.11 (Record keeping: financial promotion). The text is not underlined. 4.11A Record keeping: MiFID, equivalent third country and optional exemption business 4.11A.1 R This section applies to a firm in relation to its MiFID, equivalent third country or optional exemption business. 4.11A.2 G A firm to which SYSC 9 applies is required to keep records of all services, activities and transactions undertaken by it. 4.11A.3 R In complying with the requirements in SYSC 9, a firm to which those rules apply must keep a record of: (1) each communication to a client; and (2) each marketing communication issued by the firm (other than in oral form). Amend the following as shown. 4.12A Promotion of restricted mass market investments … Application … 4.12A.3 R In this section, reference to a firm includes: Page 108 of 252

6 FCA 2025/40 FOS 2025/4 (1) TP firms, to the extent that this section does not already apply to those TP firms as a result of GEN 2.2.26R; and (2) Gibraltar-based firms, to the extent that this section does not already apply to such a Gibraltar-based firm as a result of GEN 2.3.1R. [deleted] [Editor’s note: The application of this sourcebook to TP firms and Gibraltar-based firms is now addressed in COBS 1 Annex 2.] … 4.12B Promotion of non-mass market investments Application 4.12B.1 R This section applies to: (1) firms;, (2) TP firms, to the extent that this section does not already apply to those TP firms as a result of GEN 2.2.26R; and [deleted] (3) Gibraltar-based firms, to the extent that this section does not already apply to such a Gibraltar-based firm as a result of GEN 2.3.1R, [deleted] … … 4.12B.3 R Throughout this section, references to a firm include a TP firm and a Gibraltar-based firm. [deleted] [Editor’s note: The application of this sourcebook to TP firms and Gibraltar-based firms is now addressed in COBS 1 Annex 2.] … Information about the firm, its services and remuneration … 6.1ZA Information about the firm and compensation information (MiFID and insurance distribution provisions) Application … 6.1ZA.2 G … Page 109 of 252

FCA 2025/40 FOS 2025/4 6.1ZA.2 G Certain provisions in this section require firms to provide clients with A information ‘in good time’. Guidance on the provision of information ‘in good time’ can be found in COBS 1.4.2G. Application to insurance distribution activities 6.1ZA.2 R The only rules in this section which apply to a firm when carrying on B insurance distribution activities are: (1) those which are expressed to apply to a firm carrying on insurance distribution activities; (2) those which implemented the IDD; and (3) those which are derived from the IDD Regulation. 6.1ZA.2 G For the purposes of COBS 6.1ZA.2BR, if a rule implemented a requirement C of the IDD or is derived from the IDD Regulation, a note (“Note:”) to that effect follows the relevant rule. Effect of provisions marked “UK” for third country investment firms and MiFID optional exemption firms 6.1ZA.3 R Provisions in this section (and in COBS 6 Annex 7UK to which this section refers) marked “UK” apply in relation to MiFID optional exemption business as if they were rules (see COBS 1.2.2G). [deleted] 6.1ZA.4 G The effect of GEN 2.2.22AR is that provisions in this section marked “UK” also apply in relation to the equivalent business of a third country investment firm as if they were rules. [deleted] [Note: ESMA has issued guidelines under article 16(3) of the ESMA Regulation on cross-selling practices, 11 July 2016/ESMA/2016/574 (EN).] Information about a firm and its services: MiFID business 6.1ZA.5 UK 47(1) Investment firms shall In good time before the provision of R investment services or ancillary services to a client, a firm must provide clients or potential clients that client with the following general information, where if relevant: (a) the name and address of the investment firm firm, and the contact (1) details necessary to enable clients a client to communicate effectively with the firm firm; (b) the languages in which the client client may communicate with the (2) investment firm firm, and receive documents and other information from the firm firm; Page 110 of 252

FCA 2025/40 FOS 2025/4 (c) the methods of communication to be used between the investment (3) firm firm and the client client including, where relevant, those for the sending and reception of orders; (d) a statement of the fact that the investment firm firm is authorised and (4) the name and contact address of the competent authority that has authorised it by the FCA or the PRA, as applicable; (e) where if the investment firm firm is acting through an appointed (5) representative or a tied agent tied agent, a statement of this fact; (f) the nature, frequency and timing of the reports on the performance of (6) the service to be provided by the investment firm firm to the client client in accordance with [COBS 9A.3.2R and COBS 16A.2.1R]; (g) where if the investment firm firm holds client financial instruments (7) client financial instruments or client funds client money, a summary description of the steps which it takes to ensure their protection, including summary details of any relevant investor compensation or deposit guarantee scheme which applies to the firm firm by virtue of its activities in the United Kingdom; and (h) in relation to the firm’s conflicts of interest policy: (8) (a) a description, which may be provided in summary form, of the conflicts of interest policy maintained by the firm in accordance with Article 34 conflicts of interest policy; and (i) (b) at the request of if requested by the client client, further details of that conflicts of interest policy the conflicts of interest policy in a durable medium durable medium or by means of via a website (where that does not constitute a durable medium durable medium) provided that the conditions set out Article 3(2) website conditions are satisfied. The information listed in points (a) to (i) shall be provided in good time before the provision of investment services or ancillary services to clients or potential clients. [Note: article 47(1) of the MiFID Org Regulation] … Information about a firm’s portfolio management service: MiFID business 6.1ZA.8 UK (1) 47(2) When A firm providing the service of portfolio management, R investment firms shall a portfolio management service must establish an appropriate method of evaluation and comparison such as a meaningful benchmark, based on the investment objectives of the client client and the types of financial instruments financial Page 111 of 252

FCA 2025/40 FOS 2025/4 instruments included in the client client portfolio, so as to enable the client for whom the service is provided client to assess the firm’s firm’s performance. (2) 47(3) Where investment firms propose If a firm proposes to provide portfolio management services a portfolio management service to a client or potential client client, they shall the firm must provide the client, in addition to the information required under paragraph 1, client with such of the following information as is applicable (in addition to the information required by COBS 6.1ZA.5R): (a) information on the method and frequency of valuation of the financial instruments financial instruments in the client client portfolio; (b) details of any delegation of the discretionary management of all or part of the financial instruments financial instruments or funds in the client client portfolio; (c) a specification of any benchmark against which the performance of the client client portfolio will be compared; (d) the types of financial instrument financial instrument that may be included in the client client portfolio and types of transaction that may be carried out in such instruments those financial instruments, including any limits; and (e) the management objectives, the level of risk to be reflected in the manager’s exercise of discretion, and any specific constraints on that discretion. (3) The information listed in points (a) to (e) shall be provided A firm must provide the information in (2) in good time before the provision of investment services investment services or ancillary services ancillary services to clients or potential clients a client. [Note: articles 47(2) and (3) of the MiFID Org Regulation] Information concerning safeguarding of designated investments belonging to clients and client money: MiFID business 6.1ZA.9 UK (1) 49(1) Investment firms holding financial instruments A firm that R holds financial instruments or funds belonging to clients shall client money for a client subject to the custody chapter or the client money chapter must provide those clients or potential clients that client with the following information specified in paragraphs 2 to 7 where relevant.: (a) if applicable: (i) 49(2) The investment firm shall inform the client or potential client where that the financial instruments Page 112 of 252

FCA 2025/40 FOS 2025/4 financial instruments or funds client money of that client client may be held by a third party on behalf of the investment firm firm; (ii) and of the responsibility of the investment firm firm under the applicable national law for any acts or omissions of the third party; and (iii) the consequences for the client client of the insolvency of the third party.; (b) 49(3) Where financial instruments if applicable, that the financial instruments of the client or potential client client may, if permitted by national law, be held in an omnibus account by a third party, the investment firm shall inform the client of this fact and shall provide and a prominent warning of the resulting risks.; (c) 49(4) The investment firm shall inform the client or potential client where if it is not possible under national law for client financial instruments financial instruments belonging to a client held with a third party to be separately identifiable from the proprietary financial instruments financial instruments of that third party or of the investment firm firm, that fact and shall provide a prominent warning of the resulting risks.; (d) 49(5) The investment firm shall inform the client or potential client where if applicable, that accounts that contain financial instruments financial instruments or funds client money belonging to that client or potential client client are or will be subject to the law of a jurisdiction other than that of the United Kingdom United Kingdom and shall indicate an indication that the rights of the client or potential client client relating to those financial instruments financial instruments or funds client money may differ accordingly. (2) 49(6) An investment firm shall inform the client A firm that holds financial instruments or client money for a client must inform the client, if applicable: (a) about the existence and the terms of any security interest or lien which the firm firm has or may have over the client’s financial instruments client’s financial instruments or funds client money, or any right of set-off it holds in relation to those instruments the client’s financial instruments or funds. client money; and (b) Where applicable, it shall also inform the client of the fact that a depository may have a security interest or lien over, or right of set-off in relation to, those instruments financial instruments or funds client money. Page 113 of 252

FCA 2025/40 FOS 2025/4 (3) 49(7) An investment firm A firm that holds financial instruments or client money for a client must also, before entering into securities financing transactions securities financing transactions in relation to financial instruments financial instruments held by it on behalf of a client client, or before otherwise using such financial instruments financial instruments for its own account or the account of another client shall client, in good time before the use of those instruments financial instruments provide the client client, in a durable medium durable medium, with clear, full and accurate information on the obligations and responsibilities of the investment firm firm with respect to the use of those financial instruments financial instruments, including the terms for their restitution, and on the risks involved. [Note: article 49 of the MiFID Org Regulation] … Information concerning safeguarding of client money: insurance distribution 6.1ZA.1 R (1) Where a firm doing insurance distribution activities holds client 0A money for a retail client and has elected to comply with the client money chapter, it must provide that client with the information specified in: … (b) (if it is a firm doing MiFID, equivalent third country or optional exemption business) COBS 6.1ZA.9UK COBS 6.1ZA.9R and COBS 6.1.7R(1)(e); in relation to that client money. (2) For the purposes of COBS 6.1ZA.10AR(1)(b), COBS 1.2.3R applies except ‘funds’ should be read as meaning client money that a firm receives or holds for, or on behalf of, a client in the course of, or in connection with, its insurance distribution activities. [deleted] (3) … … Costs and associated charges disclosure: MiFID [Editor’s note: Articles 50 and 51 of the MiFID Org Reg are being preserved without changes. They will be addressed as part of the FCA’s separate work on a new disclosure regime for certain retail investment products.] 6.1ZA.1 UK 50(1) For the purposes of providing information to clients on all costs and 4 R charges pursuant to [COBS 6.1ZA.11R] COBS 6.1ZA.11R (“the relevant rule”), investment firms shall comply with the detailed requirements in paragraphs 2 to 10. Page 114 of 252

FCA 2025/40 FOS 2025/4 … 50(2) For ex-ante and ex-post disclosure of information on costs and charges to clients, investment firms shall aggregate the following: … (b) all costs and associated charges associated with the manufacturing and managing of the financial instruments, except any costs of manufacturing and managing shares in a closed-ended investment company that is UK-listed (as that term is defined in article 2(3) of the PRIIPs Regulation). … [Note: article 50 of the MiFID Org Regulation] 6.1ZA.1 G ‘Annex II’ of the MiFID Org Regulation referred to in COBS 6.1ZA.14R is 4A reproduced in COBS 6 Annex 7UK COBS 6 Annex 7R. … Timing of disclosure: MiFID business 6.1ZA.1 UK (1) 46(2) Subject to paragraph 2A (2) and unless otherwise provided, 7 R investment firms a firm must, provide a client with the information required by this section in good time before the provision of investment services investment services or ancillary services ancillary services to clients or potential clients, to provide the information required under Articles 47 to 50 to a client. (2) 46(2A) Where If the agreement to buy or sell a financial instrument financial instrument is concluded using a means of distance communication, which prevents the delivery of the information on costs and charges before that conclusion the firm: (a) the investment firm must give the client or potential client client the option of receiving the information on costs and charges over the telephone before the conclusion of the transaction; and (b) may, subject to meeting satisfying the conditions referred to in paragraph 2B(a) and (b) in (3), the investment firm may provide the information on costs and charges to clients in: (i) in electronic format; or (ii) where if requested by a retail client or potential retail client retail client, on paper, without undue delay after the conclusion of the transaction. Page 115 of 252

FCA 2025/40 FOS 2025/4 (3) 46(2B) The conditions referred to in paragraph 2A(b) in (2)(b) are that: (a) the client or potential client client has requested and or consented to receiving the information without undue delay after the conclusion of the transaction; and (b) the investment firm firm has given the client or potential client client the option of delaying the conclusion of the transaction until the client has they have received the information. [Note: article 46(2), (2A) and (2B) of the MiFID Org Regulation] 6.1ZA.1 G The following provisions of COBS reproduce the information requirements 8 contained in Articles 47 to 50 of the MiFID Org Regulation: COBS 6.1ZA.5UK, COBS 6.1ZA.8UK, COBS 6.1ZA.9UK, COBS 6.1ZA.14UK, and COBS 14.3A.5UK. [deleted] Medium of disclosure: MiFID business 6.1ZA.1 UK 46(3) The Except where expressly provided, a firm must provide the 9 R information referred to in paragraphs 1 to 2B shall be provided required by this section in relation to MiFID, equivalent third country or optional exemption business in a durable medium durable medium or by means of a website (where it does not constitute a durable medium durable medium) provided that the conditions specified in Article 3(2) website conditions are satisfied. [Note: article 46(3) of the MiFID Org Regulation] … Keeping the client up to date: MiFID business 6.1ZA.2 UK (1) 46(4) Investment firms shall A firm carrying on MiFID, equivalent 0 R third country or optional exemption business must notify a client client in good time about any material change to the information provided under Articles 47 to 50 this section which is relevant to a service that the firm firm is providing to that client client. (2) That The notification shall in (1) must be given in a durable medium durable medium if the information to which it relates is was given in a durable medium durable medium. [Note: article 46(4) of the MiFID Org Regulation] … Existing clients: MiFID business Page 116 of 252

FCA 2025/40 FOS 2025/4 6.1ZA.2 G (1) … 1 [Note: recital 69 to the MiFID Org Regulation] … … Record keeping: information about the firm and compensation information for MiFID business and insurance distribution 6.1ZA.2 G … 3 6.1ZA.2 G A firm to which SYSC 9 applies is required to keep records of all services, 4 activities and transactions undertaken by it. 6.1ZA.2 R In complying with the requirements in SYSC 9, a firm to which those rules 5 apply must keep a record of the information provided to each client in compliance with the rules in this section applicable to MiFID, equivalent third country or optional exemption business. … 6.2B Describing advice services Application … 6.2B.4 G … 6.2B.4A G Certain provisions in this section require firms to provide clients with information ‘in good time’. Guidance on the provision of information ‘in good time’ can be found in COBS 1.4.2G. Introduction 6.2B.5 G This section transposed provisions in MiFID contains UK law on markets in financial instruments on describing advice services relating to financial instruments and structured deposits for all clients and reproduces a number of provisions of the MiFID Org Regulation as explained in COBS 1.2. The requirements apply in relation to MiFID, equivalent third country or optional exemption business. The requirements are extended to apply to other investment advice and cover other retail investment products when the client is a retail client in the United Kingdom. … Interpretation of provisions marked “UK” the relevant rules: MiFID business Page 117 of 252

FCA 2025/40 FOS 2025/4 6.2B.7 R A firm must treat obligations in relation to financial instruments as extending to other retail investment products when complying with COBS 6.2B.15R, COBS 6.2B.18R, COBS 6.2B.29R, COBS 6.2B.32R, COBS 6.2B.35R and COBS 6.2B.36R (“the provisions relevant rules”) in this section marked “UK” in the course of MiFID business with a retail client in the United Kingdom. 6.2B.8 G References to financial instruments include structured deposits (but not other retail investment products) when a firm is complying with the provisions in this section marked “UK” relevant rules in the course of MiFID business with a retail client outside the United Kingdom or with a professional client. [Note: article 1(2) of the MiFID Org Regulation] Interpretation of provisions marked “UK” the relevant rules: non-MiFID business 6.2B.9 R In relation to business that is not MiFID business, a firm must comply with provisions in this section marked “UK” as if they were rules the relevant rules but: (1) reading references to financial instruments as including structured deposits and (if the client is a retail client in the United Kingdom) other retail investment products; (2) (for business that is not equivalent business of a third country investment firm or MiFID optional exemption business) the firm need not comply with the following provisions of the MiFID Org Regulation requirement in: (a) the requirement in paragraph 2 of article 52(1) of the MiFID Org Regulation (reproduced in COBS 6.2B.32UK) COBS 6.2B.32R(3) not to give undue prominence to their its independent advice services; (b) the requirement in article 52(4) of the MiFID Org Regulation (reproduced in COBS 6.2B.36UK) COBS 6.2B.36R(2)(c) to distinguish the range of financial instruments issued or provided by entities not being closely linked with the firm; and (c) the requirement in article 53(3)(c) of the MiFID Org Regulation (reproduced in COBS 6.2B.29UK) COBS 6.2B.29R(4) that a firm does not allow a natural person to provide both independent advice and restricted advice. Interpretation: non-independent advice and restricted advice 6.2B.10 G This section refers to both “restricted advice” and “non-independent advice”. These terms have the same meaning. [deleted] … Page 118 of 252

FCA 2025/40 FOS 2025/4 Requirements for firms providing focused independent advice 6.2B.14 G … [Note: recital 71 to the MiFID Org Regulation] 6.2B.15 UK 53(2) An investment firm A firm that provides investment advice on an R independent basis independent advice and that focuses on certain categories or a specified range of financial instruments shall comply with the following requirements financial instruments must: (a) the firm shall market itself in a way that is intended only to attract (1) clients clients with a preference for those categories or range of financial instruments financial instruments; (b) the firm shall require clients clients to indicate that they are only (2) interested in investing in the specified category or range of financial instruments financial instruments; and (c) prior to the provision of the service, the firm shall ensure that its (3) service is appropriate for each new client client on the basis that its business model matches: (a) the client’s client’s needs and objectives,; and (b) the range of financial instruments financial instruments that are suitable for the client client.; and (4) Where this is not the case the firm shall not provide such a its service to the client client if the firm is not satisfied as to the matters in (3). [Note: article 53(2) of the MiFID Org Regulation] 6.2B.16 G (1) COBS 6.2B.15UK COBS 6.2B.15R means that a firm providing independent advice need not provide advice on all relevant products. A firm may market itself as, for example, an independent stockbroker that provides independent advice on shares only. A firm might alternatively market itself on the basis of providing independent advice on a particular product market such as ethical and socially responsible investments. The requirements in COBS 6.2B.15UK COBS 6.2B.15R apply to ensure that clients of a firm that provides independent advice on a focused basis properly understand the nature of the advice that they will receive and that the service is appropriate. … Sufficient range 6.2B.17 G The extent of the assessment which a firm is required to undertake in order to meet the requirement to assess a sufficient range of relevant products will depend on: Page 119 of 252

FCA 2025/40 FOS 2025/4 (1) the nature of the independent advice service provided by the firm (general or focused) for the purposes of COBS 6.2B.15UK COBS 6.2B.15R; … 6.2B.18 UK R (1) (2) 53(1) Investment firms providing investment advice on an independent basis shall A firm that provides independent advice must define and implement a selection process to assess and compare a sufficient range of financial instruments financial instruments available on the market in accordance with [COBS 6.2B.11R]. The selection process shall include the following elements in (1) must ensure that: (a) (b) the number and variety of financial instruments financial instruments considered is proportionate to the scope of investment advice investment advice services offered by the independent investment adviser; the number and variety of financial instruments financial instruments considered is adequately representative of financial instruments the financial instruments available on the market; and (c) the quantity of financial instruments financial instruments issued by the investment firm firm itself or by entities closely linked to the investment firm itself it is proportionate to the total amount of financial instruments financial instruments considered; and. (d) A firm must ensure that the criteria for selecting the various financial (3) instruments shall include financial instruments for the purposes of (1): (a) consider all relevant aspects such as of the financial instruments including risks, costs and complexity; (b) as well as consider the characteristics of the investment firm’s firm’s clients, clients; and (c) shall ensure that the selection of the instruments financial instruments that may be recommended is not biased. (4) Where such a A firm that provides investment advice must not present itself as independent if the comparison in (1) is not possible due to the business model of the firm or the specific scope of the service provided, the investment firm providing investment advice shall not present itself as independent. [Note: article 53(1) of the MiFID Org Regulation] Page 120 of 252

FCA 2025/40 FOS 2025/4 6.2B.19 G … (2) Notwithstanding (1), since the assessment conducted by the firm must be such as to ensure the client’s investment objectives can be suitably met, a firm providing independent advice should be in a position to advise on all types of relevant product within the scope of the market (for the purposes of COBS 6.2B.15UK COBS 6.2B.15R) on which it provides advice. When the client is a retail client in the United Kingdom, this means being in a position to advise on all types of financial instrument, structured deposit and other retail investment products. … Guidance on the independence standard … 6.2B.22 G The fact that a firm is owned by, or owns, in whole or in part, the issuer or provider of relevant products does not prevent that firm from providing independent advice, provided that the firm’s assessment of relevant products is: … (3) not biased (COBS 6.2B.18UK COBS 6.2B.18R). … Requirements for firms providing both independent and restricted advice 6.2B.29 UK 53(3) An investment firm offering investment advice on A firm that offers R both an independent basis independent advice and on a non-independent basis shall comply with the following obligations restricted advice must: (a) in good time before the provision of its services a personal (1) recommendation to a client, the investment firm has informed inform its clients that client, in a durable medium durable medium, whether the advice will be independent independent advice or non￾independent restricted advice in accordance with [COBS 6.2B.33R] and the relevant implementing measures to COBS 6.2B.36R; (b) the investment firm has presented present itself as independent for the (2) only in respect of those services for in relation to which it provides investment advice on an independent basis independent advice; and (c) the investment firms has have adequate organisational requirements (3) and controls in place to ensure that: (a) both types of advice services and advisers are clearly separated from each other; and Page 121 of 252

FCA 2025/40 FOS 2025/4 (b) that clients clients are: (i) not likely to be confused about the type of advice that they are receiving; and (ii) are given the type of advice that is appropriate for them.; and (4) The investment firm shall not allow a natural person to provide both independent independent advice and non-independent advice restricted advice. [Note: article 53(3) of the MiFID Org Regulation] … 6.2B.32 UK 52(1) Where advice is offered or provided If a firm offers or provides both R independent advice and restricted advice to the same client client on both an independent and non-independent basis, investment firms shall it must: (1) explain the scope of both services to allow investors enable the client to understand the differences between them; and (2) not present itself as an independent investment adviser for the overall activity.; and (3) Firms shall not give undue prominence to their independent investment advice its independent advice services over its non￾independent investment restricted advice services in their its communications with clients clients. [Note: article 52(1) of the MiFID Org Regulation] Disclosing the nature of advice provided … 6.2B.35 UK 52(1) Investment firms shall A firm must explain to a client in a clear and R concise way: (1) whether and why investment advice investment advice qualifies as independent independent advice or non-independent restricted advice; and (2) the type and nature of the any restrictions that apply, including, when if providing investment advice on an independent basis independent advice, the prohibition to receive and retain on receiving and retaining inducements. [Note: article 52(1) of the MiFID Org Regulation] Page 122 of 252

FCA 2025/40 FOS 2025/4 6.2B.36 UK R (1) 52(2) Investment firms providing investment advice, on an independent or non-independent basis, shall A firm (whether providing independent advice or restricted advice) must: (a) explain to the client a client: (i) the range of financial instruments financial instruments that it may be recommended, including recommend; and (ii) the firm’s firm’s relationship with the issuers or providers of the instruments. any of those financial instruments; and (b) 52(3) Investment firms shall in accordance with the scope of its service, provide to a client a description of: (i) the types of financial instruments financial instruments it has considered,; and (ii) the range of financial instruments financial instruments and providers it has analysed per in relation to each type of instrument according to the scope of the service, financial instrument. (2) and, when providing independent advice, A firm that provides independent advice must: (a) explain to a client how the service provided satisfies the conditions for the provision of investment advice on an independent basis independent advice (COBS 6.2B.11R); and (b) inform a client of the factors taken into consideration considered in the selection process used by the investment firm firm to recommend financial instruments provide its personal recommendation including, but not limited to, such as risks, costs and complexity of the financial instruments. financial instruments; and (c) 52(4) When the range of financial instruments distinguish, in relation to each type of financial instrument assessed by the investment firm providing investment advice on an independent basis firm, the range of financial instruments issued or provided by entities not having any links with the firm, if the range of financial instruments assessed includes: (i) the investment firm’s firm’s own financial instruments financial instruments or those issued or provided by entities having close links (or any other close legal or economic relationship) with the investment firm as well as firm; and Page 123 of 252

FCA 2025/40 FOS 2025/4 (ii) other issuers or providers which are not linked or related, the investment firm shall distinguish, for each type of financial instrument, the range of the financial instruments issued or provided by entities not having any links with the investment firm financial instruments issued or provided by other issuers or providers which are not linked or related to the firm. [Note: article 52(2), (3) and (4) of the MiFID Org Regulation] … Record keeping 6.2B.40 G … 6.2B.40 A G A firm to which SYSC 9 applies is required to keep records of all services, activities and transactions undertaken by it. 6.2B.40 B R In complying with the requirements in SYSC 9, a firm to which those rules apply must keep a record of the information provided to each client in compliance with COBS 6.2B.33R as it applies to MiFID, equivalent third country or optional exemption business. … 6 Annex 7 UK R Identified costs that should form part of the costs to be disclosed to clients This Annex belongs to COBS 6.1ZA.14UK COBS 6.1ZA.14R.1 Table 1 – All costs and associated charges charged for the investment service(s) and/or ancillary services provided to the client that should form part of the amount to be disclosed. Cost items to be disclosed Examples One-off charges related to the provision of an investment service All costs and charges paid to the investment firm firm at the beginning or at the end of the provided investment service(s) provision of investment services. Deposit fees, termination fees and switching costs2 . Ongoing charges related to the provision of an All ongoing costs and charges paid to investment firms firms for their services Management fees, advisory fees, custodian fees. Page 124 of 252

FCA 2025/40 FOS 2025/4 investment service provided to the client client. All costs related to transactions initiated in the course of the provision of an investment service All costs and charges that are related to transactions performed by the investment firm firm or other parties. Broker commissions3 , entry￾and exit-charges paid to the fund manager, platform fees, mark ups (embedded in the transaction price), stamp duty, transactions tax and foreign exchange costs. Any charges that are related to ancillary services Any costs and charges that are related to ancillary services ancillary services that are not included in the costs mentioned above. Research costs. Custody costs. Incidental costs Performance fees. Table 2 – All costs and associated charges related to the financial instrument that should form part of the amount to be disclosed. Cost items to be disclosed Examples One-off charges All costs and charges (included in the price or in addition to the price of the financial instrument financial instrument) paid to product suppliers at the beginning or at the end of the investment in the financial instrument financial instrument. Front-loaded management fee, structuring fee4 , distribution fee. Ongoing charges All ongoing costs and charges related to the management of the financial product financial instrument that are deducted from the value of the financial instrument financial instrument during the period of the investment in the financial Management fees, service costs, swap fees, securities lending costs and taxes, financing costs. Page 125 of 252

FCA 2025/40 FOS 2025/4 instrument financial instrument. All costs related to the transactions All costs and charges that are incurred as a result of the acquisition and disposal of investments financial instruments. Broker commissions, entry- and exit-charges paid by the fund, mark ups embedded in the transaction price, stamp duty, transactions tax and foreign exchange costs. Incidental costs Performance fees. 1 It should be noted that certain cost items appear in both tables but are not duplicative since they respectively refer to costs of the product and costs of the service. Examples are the management fees (in Table 1, this refers to management fees charged by an investment firm a firm providing the service of portfolio management portfolio management to its clients clients, while in Table 2 this refers to management fees charged by an investment fund manager to its investor) and broker commissions (in Table 1, this refers to commissions incurred by the investment firm firm when trading on behalf of its clients clients, while in Table 2 this refers to commissions paid by investment funds when trading on behalf of the fund). 2 Switching costs should be understood as costs (if any) that are incurred by investors clients by switching from one investment firm firm to another investment firm. 3 Broker commissions should be understood as costs that are charged by investment firms firms for the execution of orders. 4 Structuring fees should be understood as fees charged by manufacturers of structured investment products for structuring the products. They may cover a broader range of services provided by the manufacturer. [Note: Annex II of the MiFID Org Regulation] … 8A Client agreements (MiFID provisions) 8A.1 Client agreements (MiFID, equivalent third country or optional exemption business) Application and purpose provisions … 8A.1.2 R Provisions in this chapter marked “UK” apply to MiFID optional exemption firms as if they were rules. [deleted] 8A.1.3 G In order to provide legal certainty and enable clients clients to better understand the nature of the services with which they are provided, Page 126 of 252

FCA 2025/40 FOS 2025/4 investment firms firms that provide investment investment services or ancillary services ancillary services to clients clients should enter into a written basic agreement with the client client, setting out the essential rights and obligations of the firm firm and the client client. [Note: recital 90 to the MiFID Org Regulation] 8A.1.3A G Certain provisions in this section require firms to provide clients with information ‘in good time’. Guidance on the provision of information ‘in good time’ can be found in COBS 1.4.2G. Providing a client agreement: retail and professional clients 8A.1.4 UK (1) Investment firms providing any investment service or the ancillary R service referred to in paragraph 1 of Part 3A of Schedule 2 to the Regulated Activities Order to a client after the date of application of this Regulation This rule applies to a firm that provides to a client: (a) an investment service; or (b) the ancillary service in paragraph 1 of Part 3A of Schedule 2 to the Regulated Activities Order (safekeeping and administration of financial instruments). (2) shall A firm must enter into a written basic agreement with the client client, in on paper or another durable medium, with the client setting out the essential rights and obligations of the firm and the client durable medium. (3) Investment firms providing investment advice shall comply with this obligation The requirement in (2) only applies to a firm that provides investment advice where the firm will undertake a periodic assessment of the suitability of the financial instruments financial instruments or services recommended is performed. (4) The written agreement in (2) must set out the essential rights and obligations of the firm and the client and must include the following: (a) a description of the services, and where relevant the nature and extent of the investment advice any investment advice, to be provided; (b) in case of portfolio management services, if the services covered by the agreement include portfolio management: (i) the types of financial instruments financial instruments that may be purchased and sold and; (ii) the types of transactions that may be undertaken on behalf of the client, as well as client; and Page 127 of 252

FCA 2025/40 FOS 2025/4 (iii) any instruments or transactions that are prohibited; and (c) a description of the main features of any services referred to in paragraph 1 of Part 3A of Schedule 2 to the Regulated Activities Order of the type in (1)(b) to be provided, including where applicable: (i) the role of the firm firm with respect to corporate actions relating to client client instruments; and (ii) the terms on which securities financing transactions securities financing transactions involving client client securities will generate a return for the client client. [Note: article 58 of the MiFID Org Regulation] General requirement for information to clients 8A.1.5 UK (1) 46(1) Investment firms shall, in good time before a client or R potential client is bound by any agreement for the provision of investment services or ancillary services or before the provision of those services, whichever is the earlier to A firm must provide that client or potential client a client with the following information: (a) the terms of any such agreement for the provision of investment services or ancillary services; and (b) the information required by Article 47 COBS 6.1ZA.5R and COBS 6.1ZA.8R relating to that agreement or to those investment investment services or ancillary services ancillary services. (2) The firm must provide the terms and information in (1): (a) in good time before the client is bound by the agreement; or (b) if earlier, before the provision of the relevant investment services or ancillary services. [Note: article 46(1) of the MiFID Org Regulation] 8.1.6 UK 46(2) Subject to paragraph 2A, investment firms must, in good time before the provision of investment services or ancillary services to clients or potential clients, to provide the information required under Articles 47 to 50. 46(2A) Where the agreement to buy or sell a financial instrument is concluded using a means of distance communication, which prevents the delivery of the information on costs and charges before that conclusion: Page 128 of 252

FCA 2025/40 FOS 2025/4 (a) the investment firm must give the client or potential client the option of receiving the information on costs and charges over the telephone before the conclusion of the transaction; and (b) subject to meeting the conditions referred to in paragraph 2B(a) and (b), the investment firm may provide the information on costs and charges to clients in: (i) electronic format; or (ii) where requested by a retail client or potential retail client, on paper, without undue delay after the conclusion of the transaction. 46(2B) The conditions referred to in paragraph 2A(b) are: (a) the client or potential client has requested and consented to receiving the information without undue delay after the conclusion of the transaction; and (b) the investment firm has given the client or potential client the option of delaying the conclusion of the transaction until the client has received the information. [deleted] [Note: article 46(2), (2A) and (2B) of the MiFID Org Regulation] 8A.1.7 UK 46(3) The information referred to in paragraphs 1 to 2B shall COBS R 8A.1.5R must be provided in a durable medium durable medium or by means of a website (where it does not constitute a durable medium durable medium) provided that the conditions specified in Article 3(2) website conditions are satisfied. [Note: article 46(3) of the MiFID Org Regulation] Avoiding duplicate information 8A.1.8 G (1) Articles 47 to 50 of the MiFID Org Regulation require Rules in COBS 6.1ZA and COBS 14.3A require a firm to provide a client with information about: … … (3) The requirements for firms to provide clients with the information referred to in (1) are set out at COBS 6.1ZA. [deleted] [Note: recital 84 to MiFID] Record keeping: client agreements Page 129 of 252

FCA 2025/40 FOS 2025/4 … 8A.1.10 UK 73 Records which set out the respective rights and obligations of the R investment firm firm and the client client under an agreement to provide services, or the terms on which the firm firm provides services to the client client, shall must be retained for at least the duration of the relationship with the client client. [Note: article 73 of the MiFID Org Regulation] … 9A Suitability (MiFID and insurance-based investment products provisions) 9A.1 Application and purpose … Effect of provisions marked “UK” for third country investment firms and MiFID optional exemption firms 9A.1.2 R Provisions in this chapter marked “UK” and including a Note (‘Note:’) referring to the MiFID Org Regulation apply in relation to MiFID optional exemption business as if they were rules. [deleted] 9A.1.3 G The effect of GEN 2.2.22AR is that provisions in this chapter marked “UK” also apply in relation to the equivalent business of a third country investment firm as if they were rules. [deleted] 9A.1.4 R [deleted] Application to investment advice in relation to insurance-based investment products 9A.1.5 R The only rules in this chapter which apply to a firm when providing investment advice in relation to an insurance-based investment product are: (1) those which implemented the IDD; and (2) those which are derived from the IDD Regulation. 9A.1.6 G For the purposes of COBS 9A.1.5R, if a rule implemented a requirement of the IDD or is derived from the IDD Regulation, a note (“Note:”) to that effect follows the relevant rule. 9A.2 Assessing suitability: the obligations … 9A.2.2 G … [Note: recital 87 to the MiFID Org Regulation] Page 130 of 252

FCA 2025/40 FOS 2025/4 9A.2.3 G … [Note: recital 89 to the MiFID Org Regulation] … Assessing the extent of the information required: MiFID business 9A.2.4 UK 54(2) Investment firms shall A firm must: R (1) determine the extent of the information to be collected obtained from clients a client in light of all the features of the investment advice or portfolio management services service to be provided to those clients. that client; and (2) Investment firms shall obtain from clients or potential clients the client such information as is necessary for the firm firm to understand the essential facts about the client client and to have a reasonable basis for determining, giving due consideration to the nature and extent of the service provided, that the specific transaction to be recommended, or entered into in the course of providing a portfolio management portfolio management service, satisfies the following criteria: (a) it meets the investment objectives of the client client in question, including client’s their risk tolerance; (b) it is such that the client client is able financially to bear any related investment risks consistent with his their investment objectives; and (c) it is such that the client client has the necessary experience and knowledge in order to understand the risks involved in the transaction or in the management of his their portfolio. [Note: article 54(2) of the MiFID Org Regulation] … Professional clients: MiFID business 9A.2.5 UK 54(3) Where an investment firm provides an investment service to a R professional client it shall be entitled to If the client is a professional client, the firm can assume that: (1) in relation to the products, transactions and services for which it is so classified, the client client has the necessary level of experience and knowledge for the purposes of point (c) of paragraph 2. COBS 9A.2.4R(2)(c); and Page 131 of 252

FCA 2025/40 FOS 2025/4 (2) Where that investment service consists in the provision of investment advice to a professional client covered by Part 2 of Schedule 1 to Regulation (EU) No 600/2014, the investment firm shall be entitled to assume (in relation to the provision of investment advice to a per se professional client only) for the purposes of point (b) of paragraph 2 that COBS 9A.2.4R(2)(b), the client client is able financially to bear any related investment risks consistent with the investment objectives of that client client. [Note: article 54(3) of the MiFID Org Regulation] Obtaining information about knowledge and experience: MiFID business 9A.2.6 UK 55(1) Investment firms shall ensure that the The information regarding a R client’s or potential client’s client’s knowledge and experience in the investment field includes the following must include, to the extent appropriate to the nature of the client client, the nature and extent of the service to be provided and the type of product or transaction envisaged, including their complexity and the risks involved, information on: (a) the types of service, transaction and financial instrument financial (1) instrument with which the client client is familiar; (b) the nature, volume, and frequency of the client’s client’s (2) transactions in financial instruments financial instruments and the period over which they have been carried out; and (c) the level of education, and profession or relevant former profession (3) of the client or potential client client. [Note: article 55(1) of the MiFID Org Regulation] … Obtaining information about a client’s financial situation: MiFID business 9A.2.7 UK 54(4) The information regarding the financial situation of the client or R potential client shall client must include, where relevant, information on the source and extent of his their regular income, his their assets, including liquid assets, investments and real property, and his their regular financial commitments. [Note: article 54(4) of the MiFID Org Regulation] … Obtaining information about a client’s investment objectives: MiFID business 9A.2.8 UK 54(5) The information regarding the investment objectives of the client or R potential client shall client must include, where relevant, information on the length of time for which the client wishes they wish to hold the investment, Page 132 of 252

FCA 2025/40 FOS 2025/4 his their preferences regarding risk taking, his their risk profile, and the purposes of the investment. [Note: article 54(5) of the MiFID Org Regulation] … Reliability of information: MiFID business 9A.2.9 UK (1) 54(7) Investment firms shall A firm must take reasonable steps to R ensure that the information collected about their clients or potential clients its clients is reliable. (2) This shall The steps in (1) must include, but shall are not be limited to, the following: (a) ensuring clients clients are aware of the importance of providing accurate and up-to-date information; (b) ensuring all tools, such as risk assessment profiling tools or tools to assess a client’s client’s knowledge and experience, employed in the suitability assessment process are fit-for￾purpose and are appropriately designed for use with their clients the firm’s clients, with any limitations identified and actively mitigated through the suitability assessment process; (c) ensuring questions used in the process are likely to be understood by clients clients, capture an accurate reflection of the client’s client’s objectives and needs, and the information necessary to undertake the suitability assessment; and (d) taking steps, as appropriate, to ensure the consistency of client client information, such as by considering whether there are obvious inaccuracies in the information provided by clients clients. [Note: article 54(7) of the MiFID Org Regulation] … Maintaining adequate and up-to-date information: MiFID business 9A.2.10 UK 54(7) Investment firms having If a firm has an on-going relationship with R the client a client, such as by providing an on-going advice or portfolio management service portfolio management, shall it must have, and be able to demonstrate, appropriate policies and procedures to maintain adequate and up-to-date information about clients that client to the extent necessary to fulfil the requirements under paragraph 2 in COBS 9A.2.4R. [Note: article 54(7) of the MiFID Org Regulation] Discouraging the provision of information: MiFID business Page 133 of 252

FCA 2025/40 FOS 2025/4 9A.2.11 UK 55(2) An investment firm shall A firm must not discourage encourage a R client or potential client from providing client not to provide information required for the purposes of [COBS 9A.2.1R and COBS 10A.2.1R]. [Note: article 55(2) of the MiFID Org Regulation] … Reliance on information: MiFID business 9A.2.12 UK 55(3) An investment firm shall be A firm is entitled to rely on the R information provided by its clients or potential clients clients unless it is aware or ought to be aware that the information is manifestly out of date, inaccurate or incomplete. [Note: article 55(3) of the MiFID Org Regulation] … Insufficient information: MiFID business 9A.2.13 UK 54(8) Where, when providing the investment service of investment advice R or portfolio management, an investment firm If a firm does not obtain the information required by under [COBS 9A.2.1R], the firm shall it must not recommend investment services investment services or financial instruments financial instruments to the client or potential client client. [Note: article 54(8) of the MiFID Org Regulation] … Identifying the subject of a suitability assessment: MiFID business 9A.2.15 UK (1) 54(6) Where a client If a client is a legal person or a group of two or R more natural persons, or where if one or more natural persons are represented by another natural person, the investment firm shall firm must establish, record and implement a policy which sets out: (a) as to who should be subject to the suitability assessment; and (b) how this the suitability assessment will be done in practice, including from whom information about knowledge and experience, financial situation and investment objectives should be collected. The investment firm shall record this policy. (2) For the purposes of (1): (a) Where if a natural person is represented by another natural person or where, the financial situation and investment objectives to be considered must be those of the underlying client rather than of the representative. However, the Page 134 of 252

FCA 2025/40 FOS 2025/4 knowledge and experience to be considered must be that of the representative or the person authorised to carry out transactions on behalf of the underlying client; and (b) if a legal person having requested treatment as professional client in accordance with Part 3 of Schedule 1 to Regulation (EU) No 600/2014 is to be considered for the suitability assessment is an elective professional client, the financial situation and investment objectives shall to be considered must be those of the legal person or, in relation to the natural person, the underlying client rather than of the representative. The knowledge and experience shall must be that of the representative of the natural person or the person authorised to carry out transactions on behalf of the underlying client client. [Note: article 54(6) of the MiFID Org Regulation] … Switching: MiFID business 9A.2.18 UK 54(11) When providing investment advice investment advice or portfolio R management services portfolio management to retail clients that involve involves switching investments, either by selling an instrument and buying another or by exercising a right to make a change in regard to an existing instrument, investment firms shall a firm must collect the necessary information on the client’s client’s existing investments and the recommended new investments and shall undertake an analysis of the costs and benefits of the switch, such that they are reasonably able to demonstrate that the benefits of switching are greater than the costs. The requirements laid down in the first subparagraph do not apply to services provided to professional clients. [Note: article 54(11) of the MiFID Org Regulation] … Adequate policies and procedures: MiFID business 9A.2.19 UK 54(9) Investment firms shall A firm must have in place, and be able to R demonstrate, adequate policies and procedures in place to ensure that they understand: (1) it understands the nature, and features, including the costs and risks, of investment services the investment services and financial instruments financial instruments selected for their clients its clients; and (2) that they assess, while taking into account cost and complexity, it assesses whether equivalent investment services investment services Page 135 of 252

FCA 2025/40 FOS 2025/4 or financial instruments can financial instruments could meet their client’s its client’s profile. [Note: article 54(9) of the MiFID Org Regulation] Unsuitability: MiFID business 9A.2.20 UK 54(10) When providing the investment service of investment advice R investment advice or portfolio management portfolio management, an investment firm shall a firm must not recommend or decide to trade where none of the services or instruments are suitable for the client client. [Note: article 54(10) of the MiFID Org Regulation] … Guidance on assessing suitability: MiFID business and insurance-based investment products 9A.2.21 G … [Note: recital 88 to the MiFID Org Regulation, recital 9 to the IDD Regulation] … Automated or semi-automated systems: MiFID business 9A.2.23 UK 54(1) Where investment advice or portfolio management services are R provided A firm that provides investment advice or portfolio management services (in whole or in part) through an automated or semi-automated system, the responsibility to undertake remains responsible for the suitability assessment shall lie with the investment firm providing the service and shall not be reduced required by this section. That obligation is not affected by the use of an electronic system in making the personal recommendation personal recommendation or decision to trade. [Note: second paragraph of article 54(1) of the MiFID Org Regulation] … 9A.3 Information to be provided to the client Explaining the reasons for assessing suitability: MiFID business 9A.3.1 UK (1) 54(1) Investment firms shall A firm must not create any ambiguity R or confusion about their its responsibilities in the process when assessing the suitability of investment services investment services or financial instruments financial instruments in accordance with [COBS 9A.2.1R]. Page 136 of 252

FCA 2025/40 FOS 2025/4 (2) When undertaking the suitability assessment, the firm shall a firm must inform clients or potential clients the client, clearly and simply, that the reason for assessing suitability is to enable the firm firm to act in the client’s client’s best interest. [Note: first paragraph of article 54(1) of the MiFID Org Regulation] … Providing a suitability report: MiFID business 9A.3.3 UK (1) 54(12) When providing investment advice, investment firms shall R investment advice to a retail client, a firm must provide the client with a report to the retail client that includes an outline of: (a) the advice given and how the recommendation provided is suitable for the retail client them, including; and (b) how it the recommendation meets the client’s their objectives and personal circumstances with reference to: (i) the investment term required,; (ii) client’s their knowledge and experience; and (iii) client’s their attitude to risk and capacity for loss. (2) Investment firms shall draw clients’ attention to and shall A firm must include in the suitability report suitability report information on whether the recommended services or instruments are likely to require the retail client retail client to seek a periodic review of their arrangements, and draw the client’s attention to this information. (3) Where an investment firm Paragraph (4) applies to a firm that provides a service that involves involving periodic assessments of suitability. (4) Following the first suitability report provided to the client at the commencement of the service, any assessments and reports, the subsequent reports after the initial service is established: (a) may need only cover changes in: (i) the relevant services or instruments involved and/or; (ii) the circumstances of the client client; and (b) may not need not to repeat all of the details of information in the first report. [Note: article 54(12) of the MiFID Org Regulation] Page 137 of 252

FCA 2025/40 FOS 2025/4 … 9A.3.3A R … Guidance on suitability reports … 9A.3.5 G … [Note: recital 85 to the MiFID Org Regulation] 9A.3.5A G Certain provisions in this section require firms to provide clients with information ‘in good time’. Guidance on the provision of information ‘in good time’ can be found in COBS 1.4.2G. … Periodic assessments: MiFID business 9A.3.8 UK (1) 52(5) Investments firms providing This rule applies to a firm that R provides a client with a periodic assessment of the suitability of the recommendations provided pursuant to Article 54(12) COBS 9A.3.3R. (2) shall The firm must disclose all of the following to the client: (a) the frequency and extent of the periodic suitability assessment and, where relevant, the conditions that trigger that assessment; (b) the extent to which the information previously collected will be subject to reassessment; and (c) the way in which an updated recommendation will be communicated to the client client. [Note: article 52(5) of the MiFID Org Regulation] 9A.3.9 UK (1) 54(13) Investment firms A firm providing a periodic suitability R assessment shall must review, in order to enhance the service, the suitability of the recommendations given at least annually. (2) The frequency of this the periodic suitability assessment shall must be increased depending on where appropriate by reference to the risk profile of the client client and the type of financial instruments financial instruments recommended. [Note: article 54(13) of the MiFID Org Regulation] … Page 138 of 252

FCA 2025/40 FOS 2025/4 9A.4 Record keeping and retention periods for suitability records … 9A.4.2 R … Record keeping: MiFID business 9A.4.2A R In complying with the requirements in SYSC 9, a firm to which those rules apply must keep a record of: (1) its compliance with the rules in COBS 9A.2 and COBS 9A.3 applicable to MiFID, equivalent third country or optional exemption business in respect of each assessment of suitability it undertakes; (2) its compliance with COBS 9A.3.6R in informing each client to which it provides investment advice whether it will provide a periodic assessment of suitability; and (3) in respect of investment advice provided to a retail client: (a) the time and date on which the investment advice was provided; (b) the financial instrument that was recommended; and (c) the suitability report provided to the client. … 10 Appropriateness (for non-advised services) (non-MiFID and non-insurance￾based investment products provisions) 10.1 Application … 10.1.2 R … (2) The rules in this chapter also apply to: (a) a TP firm (to the extent that the rule does not already apply to such a TP firm as a result of GEN 2.2.26R); and (b) a Gibraltar-based firm to the extent that the rule does not already apply to such a Gibraltar-based firm as a result of GEN 2.3.1R). [deleted] … [Editor’s note: The application of this sourcebook to TP firms and Gibraltar￾based firms is now addressed in COBS 1 Annex 2.] Page 139 of 252

FCA 2025/40 FOS 2025/4 … 10A Appropriateness (for non-advised services) (MiFID and insurance-based investment products provisions) 10A.1 Application … Application … 10A.1.3 R The effect of GEN 2.2.22AR is that provisions in this chapter marked “UK” and including a Note (‘Note:’) referring to the MiFID Org Regulation also apply in relation to the equivalent business of a third country investment firm as if they were rules. [deleted] 10A.1.4 R [deleted] Application to services in relation to insurance-based investment products 10A.1.5 R The only rules in this chapter which apply to a firm when carrying on insurance distribution in relation to an insurance-based investment product are: (1) those which implemented the IDD; and (2) those which are derived from the IDD Regulation. 10A.1.6 G For the purposes of COBS 10A.1.5R, if a rule implemented a requirement of the IDD or is derived from the IDD Regulation, a note (“Note:”) to that effect follows the relevant rule. 10A.2 Assessing appropriateness: the obligations … Assessing a client’s knowledge and experience: MiFID business 10A.2.3 UK (1) 56(1) Investment firms, shall When assessing appropriateness, a R firm must determine whether that client the client has the necessary experience and knowledge in order to understand the risks involved in relation to the product or investment service investment service offered or demanded when assessing whether an investment service as referred to in [COBS 10A.1.1R] is appropriate for a client. (2) An investment firm shall be entitled to A firm may assume that a professional client professional client has the necessary experience and knowledge in order to understand the risks involved in relation to those particular investment services investment services or Page 140 of 252

FCA 2025/40 FOS 2025/4 transactions, or types of transaction or product, for which the client is they are classified as a professional client professional client. [Note: article 56(1) of the MiFID Org Regulation] … Information regarding a client’s knowledge and experience: MiFID business 10A.2.4 UK 55(1) Investment firms shall ensure that For the purposes of COBS R 10A.2.1R, the information regarding a client’s or potential client’s client’s knowledge and experience in the investment field includes the following must include, to the extent appropriate to the nature of the client client, the nature and extent of the service to be provided and the type of product or transaction envisaged, including their complexity and the risks involved, information on: (a) the types of service, transaction and financial instrument financial (1) instrument with which the client client is familiar; (b) the nature, volume, and frequency of the client’s client’s (2) transactions in financial instruments financial instruments and the period over which they have been carried out; and (c) the level of education, and profession or relevant former profession (3) of the client or potential client client. [Note: article 55(1) of the MiFID Org Regulation] … Discouraging the provision of information: MiFID business 10A.2.5 UK 55(2) An investment firm shall A firm must not discourage encourage a R client or potential client from providing client not to provide information required for the purposes of [COBS 9A.2.1R and COBS 10A.2.1R]. [Note: article 55(2) of the MiFID Org Regulation] … Reliance on information: MiFID business 10A.2.6 UK 55(3) An investment firm shall be A firm is entitled to rely on the R information provided by its clients or potential clients a client unless it is aware or ought to be aware that the information is manifestly out of date, inaccurate or incomplete. [Note: article 55(3) of the MiFID Org Regulation] … Page 141 of 252

FCA 2025/40 FOS 2025/4 Knowledge and experience: MiFID business and insurance-based investment products 10A.2.8 G Depending on the circumstances, a firm may be satisfied that the client’s knowledge alone is sufficient for him them to understand the risks involved in a product or service. Where reasonable, a firm may infer knowledge from experience. Increasing the client’s understanding: MiFID business and insurance-based investment products 10A.2.9 G If, before assessing appropriateness, a firm seeks to increase the client’s level of understanding of a service or product by providing information to him them, relevant considerations are likely to include the nature and complexity of the information and the client’s existing level of understanding. … 10A.4 Assessing appropriateness: when it need not be done due to type of investment … Other non-complex financial instruments 10A.4.2 UK 57 A financial instrument which is not explicitly specified in [COBS R 10A.4.1R(2)] shall be considered as A financial instrument is non-complex for the purposes of paragraph (2)(f) of that rule COBS 10A.4.1R(2)(f) if it satisfies the following criteria: (a) it does not fall within Article 2(1)(24)(c) of Regulation (EU) No (1) 600/2014 or paragraphs 4 to 11 of Part 1 of Schedule 2 to the Regulated Activities Order it is not: (a) a financial instrument covered by paragraphs 4 to 11 of Part 1 of Schedule 2 to the Regulated Activities Order; or (b) a security giving the right to acquire or sell a transferable security or giving rise to a cash settlement determined by reference to transferable securities, currencies, interest rates or yields, commodities or other indices or measures; (b) there are frequent opportunities to dispose of, redeem, or otherwise (2) realise that instrument at prices that are publicly available to market participants and that are either market prices or prices made available, or validated, by valuation systems independent of the issuer; (c) it does not involve any actual or potential liability for the client (3) client that exceeds the cost of acquiring the instrument; Page 142 of 252

FCA 2025/40 FOS 2025/4 (d) it does not incorporate a clause, condition or trigger that could (4) fundamentally alter the nature or risk of the investment financial instrument or pay out profile, such as investments a financial instrument that incorporate incorporates a right to convert the instrument it into a different investment; (e) it does not include any explicit or implicit exit charges that have the (5) effect of making the investment financial instrument illiquid even though there are technically frequent opportunities to dispose of, redeem or otherwise realise it; and (f) adequately comprehensive information on its characteristics is (6) publicly available and is likely to be readily understood so as to enable the average retail client retail client to make an informed judgment as to whether to enter into a transaction in that instrument. [Note: article 57 of the MiFID Org Regulation] … 10A.7 Record keeping and retention periods for appropriateness records … Record keeping: MiFID business 10A.7.2 UK (1) 56(2) Investment firms shall A firm must maintain records of the R appropriateness assessments undertaken which shall include the following: it undertakes. (2) The records maintained under (1) must include: (a) the result of the appropriateness assessment; (b) any warning given to the client a client: (i) where the investment service that an investment service or product purchase was had been assessed as potentially inappropriate for the client, whether the client asked to proceed with the transaction despite the warning and, where applicable, whether the firm accepted the client’s request to proceed with the transaction them; or (ii) that the client did not provide sufficient information to enable the firm to undertake an appropriateness assessment; (c) any warning given to the client where the client did not provide sufficient information to enable the firm to undertake an appropriateness assessment, whether the client asked to Page 143 of 252

FCA 2025/40 FOS 2025/4 proceed with the transaction despite this warning and, where applicable, whether the firm accepted the client’s request to proceed with the transaction whether the client asked to proceed with a transaction despite being given a warning in (b); and (d) if applicable, whether the firm accepted the client’s request to proceed with a transaction despite being given a warning in (b). [Note: article 56(2) of the MiFID Org Regulation] … 11 Dealing and managing 11.1 Application General application … 11.1.2 R Save as may be provided in the relevant sections, in this chapter, provisions marked “UK” apply to a firm which is not a MiFID investment firm as if they were rules. [deleted] 11.1.2A G Certain provisions in this chapter require firms to provide clients with information ‘in good time’. Guidance on the provision of information ‘in good time’ can be found in COBS 1.4.2G. … Application of section on personal account dealing 11.1.4 The section on personal account dealing applies to the designated investment business of a firm in relation to activities carried on from an establishment establishment in the United Kingdom. … 11.2A Best execution – MiFID provisions 11.2A.1 R (1) Subject to (2) to (4), the following provisions apply to a firm’s business other than MiFID business as if they were rules: (a) provisions within this chapter marked “UK”. [deleted] … (4) … Page 144 of 252

FCA 2025/40 FOS 2025/4 (5) Where a firm that provides the service of portfolio management or reception and transmission of orders also executes the orders received or the decision to deal on behalf of its client’s portfolio: (a) it must comply with COBS 11.2A.8R and COBS 11.2A.25R; and (b) COBS 11.2A.34R does not apply. … Application of best execution obligation … 11.2A.4 G … [Note: first sentence, recital 103 to the MiFID Org Regulation] … 11.2A.6 G … [Note: second sentence, recital 103 to the MiFID Org Regulation] 11.2A.7 G … [Note: recital 104 to the MiFID Org Regulation] Best execution criteria 11.2A.8 UK (1) 64 (1) When A firm must, when executing client client orders, R investment firms shall take into account the following criteria for determining the relative importance of the factors referred to in [COBS 11.2A.2R] execution factors: (a) the characteristics of the client client, including the categorisation of the client client as retail or professional; (b) the characteristics of the client client order, including where the order involves a securities financing transaction (SFT) securities financing transaction; (c) the characteristics of financial instruments financial instruments that are the subject of that order; (d) the characteristics of the execution venues execution venues to which that order can be directed. For the purposes of this Article and Articles 65 and 66, ‘execution venue’ includes a regulated market, an MTF, an OTF, a systematic internaliser, or a market maker or other liquidity provider or an Page 145 of 252

FCA 2025/40 FOS 2025/4 entity that performs a similar function in a third country to the functions performed by any of the foregoing. (2) An investment firm A firm satisfies its obligation under [COBS 11.2A.2R, COBS 11.2A.3G, COBS 11.2A.9R, COBS 11.2A.12R and COBS 11.2A.15R] to take all sufficient steps to obtain the best possible result for a client MiFID best execution obligation to the extent that it executes an order or a specific aspect of an order following specific instructions from the client client relating to the order or the specific aspect of the order. (3) Investment firms shall A firm must not structure or charge their its commissions in such a way as to discriminate unfairly between execution venues execution venues. (4) When A firm must, when executing orders or taking decision decisions to deal in OTC OTC products including bespoke products, the investment firm shall check the fairness of the price proposed to the client client, by gathering market data used in the estimation of the price of such product and, where possible, by comparing with similar or comparable products. Role of price … 11.2A.10 G … [Note: recital 101 to the MiFID Org Regulation] 11.2A.11 G … [Note: recital 101 to the MiFID Org Regulation] Following specific instructions from a client … 11.2A.13 G … [Note: recital 102 to the MiFID Org Regulation] 11.2A.14 G … [Note: recital 102 to the MiFID Org Regulation] … Execution policies 11.2A.25 UK (1) 66 (1) Investment firms shall A firm must review, its order R execution policy and order execution arrangements: Page 146 of 252

FCA 2025/40 FOS 2025/4 (a) at least on an annual basis; and (b) execution policy established pursuant to [COBS 11.2A.20R], as well as their order execution arrangements. Such a review shall also be carried out whenever a material change as defined in Article 65(7) occurs upon occurrence of a material change that affects the firm’s firm’s ability to continue to obtain the best possible result for the execution of its client client orders on a consistent basis using the venues included in its execution policy., An investment firm shall assess whether a material change has occurred and shall and as part of such review, must consider making changes to the relative importance of the best execution factors execution factors in meeting the overarching best execution requirement its MiFID best execution obligation. (2) The information on the execution policy shall must be customised depending on the class of financial instrument financial instrument and type of the service provided and shall must include information set out in paragraphs 3 to 9 (3) to (9). (3) Investment firms shall A firm must provide clients clients, in a durable medium (or by means of a website, in accordance with the website conditions to the extent it is not a durable medium), with the following details on their its execution policy in good time prior to the provision of the service: (a) in compliance with COBS 11.2A.8R(1), an account of the relative importance the investment firm firm assigns, in accordance with the criteria specified in Article 59(1), to the factors referred to in [COBS 11.2A.2R] execution factors, or the process by which the firm firm determines the relative importance of those factors.; (b) a list of the execution venues execution venues on which the firm firm places significant reliance in meeting its obligation to take all reasonable steps to obtain on a consistent basis the best possible result for the execution of client orders MiFID best execution obligation and specifying which execution venues execution venues are used for each class of financial instruments financial instruments, for retail client retail client orders, professional client professional client orders and SFTs securities financing transactions; (c) a list of factors used to select an execution venue execution venue, including qualitative factors such as clearing schemes, circuit breakers, scheduled actions, or any other relevant consideration, and the relative importance of each factor;. The information about the factors used to select an execution venue execution venue for execution shall must be consistent Page 147 of 252

FCA 2025/40 FOS 2025/4 with the controls used by the firm firm to demonstrate to clients clients that best execution has been achieved in on a consistent basis when reviewing the adequacy of its policy and arrangements; (d) how the execution factors execution factors of price costs, speed, likelihood of execution and any other relevant factors are considered as part of all sufficient steps to obtain the best possible result for the client client; (e) where applicable, information that the firm firm executes orders outside a trading venue trading venue, the consequences, for example counterparty risk arising from execution outside a trading venue, and upon client client request, additional information about the consequences of this means of execution; (f) a clear and prominent warning that any specific instruction from a client client may prevent the firm firm from taking the steps that it has designed and implemented in its execution policy to obtain the best possible result for the execution of those orders in respect of the elements covered by those instructions; (g) a summary of the selection process for execution venues execution venues, execution strategies employed, the procedures and process used to analyse the quality of execution obtained and how the firms firms monitor and verify that the best possible results were obtained for clients clients. That information shall be provided in a durable medium, or by means of a website (where that does not constitute a durable medium) provided that the conditions specified in Article 3(2) are satisfied. (4) Where investment firms apply a firm applies different fees depending on the execution venue execution venue, the firm shall firm must explain these differences in sufficient detail in order to allow the client client to understand the advantages and the disadvantages of the choice of a single execution venue execution venue. (5) Where investment firms invite clients a firm invites clients to choose an execution venue execution venue, fair, clear and not misleading information shall must be provided to prevent the client client from choosing one execution venue execution venue rather than another on the sole basis of the price policy applied by the firm firm. Page 148 of 252

FCA 2025/40 FOS 2025/4 (6) Investment firms shall A firm must only receive third-party payments that comply with [COBS 2.3A.5R, COBS 2.3A.6R and COBS 2.3A.7E] the rules in COBS 2.3A and shall must inform clients clients about the inducements that the firm firm may receive from the execution venues execution venues. The information shall must specify the fees charged by the investment firm firm to all counterparties involved in the transaction, and where the fees vary depending on the client client, the information shall must indicate the maximum fees or range of the fees that may be payable. (7) Where an investment firm a firm charges more than one participant in a transaction, in compliance with [COBS 2.3A.5R, COBS 2.3A.6R and COBS 2.3A.7E] the rules in COBS 2.3A, the firm shall firm must inform its client client of the value of any monetary or non-monetary benefits received by the firm firm. (8) Where a client client makes reasonable and proportionate requests for information about its policies or arrangements and how they are reviewed to an investment firm a firm, that investment firm shall firm must answer clearly and within a reasonable time. (9) Where an investment firm a firm executes orders for retail clients retail clients, it shall must provide those clients clients with a summary of the relevant policy, focused on the total cost they incur. 11.2A.26 G … [Note: recital 99 to the MiFID Org Regulation] 11.2A.27 G … [Note: recital 99 to the MiFID Org Regulation] … 11.2A.29 G … [Note: recital 108 to the MiFID Org Regulation] 11.2A.30 G … [Note: recital 105 to the MiFID Org Regulation] … 11.2A.33 G … [Note: recital 107 to the MiFID Org Regulation] Duty of portfolio managers, receivers and transmitters to act in client’s best interest Page 149 of 252

11.2A.34 FCA 2025/40 FOS 2025/4 UK R (1) 65 (1) Investment firms, when providing portfolio management, shall comply with the obligation [COBS 2.1.1R] to act in accordance with the best interests of their clients A firm that provides portfolio management services must comply with the client’s best interests rule when placing orders with other entities persons for execution that result from decisions by the investment firm firm to deal in financial instruments financial instruments on behalf of its client client. (2) Investment firms, when providing A firm that provides the service of reception and transmission of orders, shall must comply with the obligation under [COBS 2.1.1R] to act in accordance with the best interests of their clients client’s best interests rule when transmitting client client orders to other entities persons for execution. (3) In order to comply with the client’s best interests rule in the way described in paragraphs 1 or 2 (1) or (2), investment firms shall a firm must comply with paragraphs 4 to 7 of this Article and Article 64(4) (4) to (8). (4) Investment firms shall A firm must take all sufficient steps to obtain the best possible result for their clients its client, taking into account the factors referred to in Article 27(1) of Directive 2014/65/EU. The execution factors, the relative importance of these factors shall which must be determined by reference: (a) to the criteria set out in Article 64(1) execution criteria; and, (b) for retail clients retail clients, to the requirement under Article 27(1) of Directive 2014/65/EU COBS 11.2A.9R. An investment firm A firm satisfies its obligations under paragraph 1 or 2 (1) or (2), and is not required to take the steps mentioned in this paragraph, to the extent that it follows specific instructions from its client client when placing an order with, or transmitting an order to, another entity for execution. (5) Investment firms shall A firm must establish and implement a policy that enables them it to comply with the obligation in paragraph 4 (4). The policy shall must identify, in respect of each class of instruments, the entities persons with which the orders are placed or to which the investment firm firm transmits orders for execution. The entities persons identified shall must have execution arrangements that enable the investment firm firm to comply with its obligations under this Article rule when it places or transmits orders to that entity person for execution. (6) Investment firms shall A firm must provide information to their its clients clients on the policy in (5) and its execution policy established in accordance with paragraph 5 and paragraphs 2 to 9 of Article 66 COBS 11.2A.25R(2) to (9). Investment firms shall The Page 150 of 252

FCA 2025/40 FOS 2025/4 firm must provide clients clients with appropriate information about the firm firm and its services and the entities persons chosen for execution. Upon reasonable request from a client client, investment firms shall a firm must provide its clients clients or potential clients clients with information about entities where the orders are transmitted or placed for execution. (7) Investment firms shall A firm must: (a) monitor on a regular basis the effectiveness of the its policy established in accordance with paragraph 5 (5) and, in particular, shall monitor the execution quality of the entities identified in that policy and, where appropriate, correct any deficiencies.; (b) Investment firms shall review the policy its order execution policy and order execution arrangements at least annually. Such a review shall also be carried out and whenever a material change material change occurs that affects the firm’s firm’s ability to continue to obtain the best possible result for their clients. its clients; (c) Investment firms shall assess whether a material change material change has occurred and shall must consider making changes to the execution venues execution venues or entities persons on which they place it places significant reliance in meeting the overarching best execution requirement its MiFID best execution obligation. A material change shall be a significant event that could impact parameters of best execution such as cost, price, speed, likelihood of execution and settlement, size, nature or any other consideration relevant to the execution of the order. (8) This Article shall not apply where the investment firm that provides the service of portfolio management or reception and transmission of orders also executes the orders received or the decisions to deal on behalf of its client’s portfolio. In those cases, Articles 64 and 66 of this Regulation, and rules in [COBS] which were relied on immediately before exit to implement Article 27 of Directive 2014/65/EU shall apply. When executing client orders or taking decisions to deal in OTC products, including bespoke products, the firm must check the fairness of the price proposed to the client by gathering market data used in the estimation of the price of such product and, where possible, by comparing with similar or comparable products. 11.2A.35 G … [Note: recital 106 to the MiFID Org Regulation] Page 151 of 252

FCA 2025/40 FOS 2025/4 11.2A.36 G … [Note: recital 100 to the MiFID Org Regulation] … 11.3 Client order handling General principles … 11.3.1A R (1) Subject to (2) and (3), in this chapter provisions marked “UK” apply to a firm’s business other than MiFID business as if they were rules. [deleted] (2) Provisions which derive from recitals to MiFID or the MiFID Org Regulation apply to all firms as guidance. [deleted] (3) COBS 11.3.4AUK, which reproduces article 67(2) of the MiFID Org Regulation, COBS 11.3.4AR does not apply to a UCITS management company. … Carrying out client orders 11.3.2A UK 67 (1) Investment firms shall satisfy the following conditions A firm must, R when carrying out client client orders: (a) ensure that orders executed on behalf of clients clients are promptly (1) and accurately recorded and allocated; (b) carry out otherwise comparable client client orders sequentially and (2) promptly unless the characteristics of the order or prevailing market conditions make this impracticable, or the interests of the client client require otherwise; (c) inform a retail client retail client about any material difficulty (3) relevant to the proper carrying out of orders promptly upon becoming aware of the difficulty. 11.3.3 G … [Note: recital 110 to the MiFID Org Regulation] … Settlement of executed orders Page 152 of 252

FCA 2025/40 FOS 2025/4 11.3.4A UK 67 (2) Where an investment firm a firm is responsible for overseeing or R arranging the settlement of an executed order, it shall must take all reasonable steps to ensure that any client financial instruments client financial instruments or client funds client money received in settlement of that executed order are promptly and correctly delivered to the account of the appropriate client client. … Use of information relating to pending client orders 11.3.5A UK 67 (3) An investment firm shall A firm must not misuse information R relating to pending client client orders, and shall must take all reasonable steps to prevent the misuse of such information by any of its relevant persons relevant persons. 11.3.6 G Without prejudice to the Market Abuse Regulation, for the purposes of the provision on the misuse of information (see COBS 11.3.5AEU COBS 11.3.5AR), any use by a firm of information relating to a pending client order in order to deal on own account in the financial instruments to which the client order relates, or in related financial instruments, should be considered a misuse of that information. However, the mere fact that market makers or bodies authorised to act as counterparties confine themselves to pursuing their legitimate business of buying and selling financial instruments, or that persons authorised to execute orders on behalf of third parties confine themselves to carrying out an order dutifully, should not in itself be deemed to constitute a misuse of information. [Note: recital 110 to the MiFID Org Regulation] Aggregation and allocation of orders … 11.3.7A UK 68 (1) Investment firms shall A firm must not carry out a client client order R or a transaction for own account in aggregation with another client client order unless the following conditions are met: (a) it is unlikely that the aggregation of orders and transactions will (1) work overall to the disadvantage of any client client whose orders is are to be aggregated; (b) it is disclosed to each client client whose order is to be aggregated (2) that the effect of aggregation may work to its disadvantage in relation to a particular order; and (c) the firm has established and effectively implemented an order (3) allocation policy is established and effectively implemented, providing which provides for the fair allocation of aggregated orders and transactions, including how the volume and price of Page 153 of 252

FCA 2025/40 FOS 2025/4 orders determines allocations and the treatment of partial executions. 11.3.7B R A management company must ensure that the order allocation policy referred to in article 68(1)(c) of the MiFID Org Regulation, reproduced at COBS 11.3.7AUK, COBS 11.3.7AR(3) is in sufficiently precise terms. [Note: article 28(1) of the UCITS implementing Directive] … Partial execution of aggregated client orders 11.3.8A UK 68 (2) Where an investment firm a firm aggregates an order with one or R more other client client orders and the aggregated order is partially executed, it shall must allocate the related trades in accordance with its order allocation policy. Aggregation and allocation of transactions for own account … 11.3.9A UK 69 (1) Investment firms A firm which have has aggregated transactions for R own account with one or more client client orders shall must not allocate the related trades in a way that is detrimental to a client client. 11.3.10A UK (1) 69 (2) Where an investment firm a firm aggregates a client client R order with a transaction for own account and the aggregated order is partially executed, it shall must allocate the related trades to the client client in priority to the firm firm. (2) Where an investment firm a firm aggregates a client client order with a transaction for own account and the aggregated order is partially executed, it shall must allocate the related trades to the client client in priority to the firm firm. Where an investment firm the firm is able to demonstrate on reasonable grounds that without the combination it would not have been able to carry out the order on such advantageous terms, or at all, it may allocate the transaction for own account proportionally, in accordance with its order allocation policy referred to in Article 68(1)(c) COBS 11.3.7AR(3). … 11.3.11A UK 69 (3) As part of the order allocation policy referred to in Article 68(1)(c) R COBS 11.3.7AR(3), investment firms shall a firm must put in place procedures designed to prevent the reallocation, in a way that is detrimental to the client client, of transactions for own account which are executed in combination with client client orders. 11.3.12 G … Page 154 of 252

FCA 2025/40 FOS 2025/4 [Note: recital 109 to the MiFID Org Regulation] … Transposition of client order handling provisions in the UCITS Implementing Directive 11.3.14 G (1) This section applies to a UCITS management company as a result of COBS 18.5B.2R. (2) The provisions of the MiFID Org Regulation reproduced in this section apply to a UCITS management company as a result of COBS 11.3.1AR. [deleted] (3) Some of these the provisions were used to in this chapter transpose provisions of the UCITS implementing Directive, as set out in the table below: MiFID Org Regulation Provision COBS 11.3 provision UCITS implementing Directive transposition article 67(1) COBS 11.3.2AUK COBS 11.3.2AR article 27(1) second paragraph article 67(3) COBS 11.3.5AUK COBS 11.3.5AR article 27(2) article 68(1) COBS 11.3.7AUK COBS 11.3.7AR, as modified by COBS 11.3.7BR article 28(1) article 68(2) COBS 11.3.8AUK COBS 11.3.8AR article 28(2) article 69(1) COBS 11.3.9AUK COBS 11.3.9AR article 28(3) article 69(2) COBS 11.3.10AUK COBS 11.3.10AR article 28(4) 11.3.15 R A firm subject to COBS 11.3.2AR to COBS 11.3.13G must retain the records it is required to make under those rules. 11.4 Client limit orders Obligation to make unexecuted client limit orders public Page 155 of 252

FCA 2025/40 FOS 2025/4 11.4.-1 R In this chapter provisions marked “UK” apply to a firm’s business other than MiFID business as if they were rules. [deleted] … How client limit orders may be made public … 11.4.3 UK A client client limit order in respect of shares shares admitted to trading on a A R regulated market or traded on a trading venue which have not been immediately executed under prevailing market condition conditions as referred to in COBS 11.4.1R shall be is considered available to the public when the investment firm has submitted the order for execution to a regulated market or a MTF or the order has been published by a person person authorised to provide data reporting services data reporting services under the DRS Regulations and can be easily executed as soon as market conditions allow. … 11.5A Record keeping: client orders and transactions 11.5A. R (1) Subject to (2), in this chapter provisions marked “UK” apply to a 1 firm’s business other than MiFID business as if they were rules. [deleted] (2) Provisions in this chapter which are marked “UK” do This section does not apply to corporate finance business carried on by a firm which is not a MiFID investment firm. Recording initial orders received from clients 11.5A. UK (1) 74 An investment firm shall A firm must, in relation to every initial 2 R order received from a client client and in relation to every initial decision to deal taken, immediately record and keep at the disposal of the competent authority FCA at least the details set out in Section 1 of Annex IV [reproduced below at COBS 11.5A.4UK] to this Regulation COBS 11.5A.4R to the extent they are applicable to the order or decision to deal in question. (2) Where the details set out in Section 1 of Annex IV to this Regulation COBS 11.5A.4R are also prescribed in requirements imposed by or under Articles 25 and 26 of Regulation No (EU) 600/2014, these details should be maintained in a consistent way and according to the same standards prescribed in requirements imposed by or under Articles 25 and 26 of Regulation No (EU) 600/2014. Page 156 of 252

FCA 2025/40 FOS 2025/4 Record keeping in relation to transactions and order processing 11.5A. UK (1) 75 Investment firms shall A firm must, immediately after receiving 3 R a client order or making a decision to deal to the extent they are applicable to the order or decision to deal in question, record and keep at the disposal of the competent authority FCA at least the details set out in Section 2 of Annex IV [reproduced below at COBS 11.5A.5UK] COBS 11.5A.5R. (2) Where the details set out in Section 2 of Annex IV COBS 11.5A.5R are also prescribed in requirements imposed by or under Articles 25 and 26 of Regulation No (EU) 600/2014, they shall must be maintained in a consistent way and according to the same standards prescribed in requirements imposed by or under Articles 25 and 26 of Regulation (EU) No 600/2014. Minimum details to be recorded in relation to client orders and decisions to deal 11.5A. UK The minimum details to be recorded in accordance with COBS 11.5A.2R are 4 R as follows:

1. Name and designation of the client client
2. Name and designation of any relevant person relevant person acting on behalf of the client client
3. A designation to identify the trader (Trader ID) responsible within the investment firm firm for the investment decision
4. A designation to identify the algorithm (Algo ID) responsible within the investment firm firm for the investment decision;
5. B/S indicator; …
6. Any other details, conditions and particular instructions from the client client
7. The date and exact time of the receipt of the order or the date and exact time of when the decision to deal was made. The exact time must be measured according to the methodology prescribed in Commission Delegated Regulation (EU) 2017/574 of 7 June 2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council with regard to regulatory technical standards for the level of accuracy of business clocks or technical standards made by the Financial Conduct Authority under paragraph 33 of Schedule 1 MiFID RTS 25. Page 157 of 252

FCA 2025/40 FOS 2025/4 Minimum details to be recorded in relation to transactions and order processing 11.5A. UK The minimum details to be recorded in accordance with COBS 11.5A.3R are 5 R as follows:

1. Name and designation of the client client
2. Name and designation of any relevant person relevant person acting on behalf of the client client
3. A designation to identify the trader (Trader ID) responsible within the investment firm firm for the investment decision
4. A designation to identify the Algo (Ago ID) responsible within the investment firm firm for the investment decision …
5. A unique identification for each group of aggregated clients’ clients’ orders (which will be subsequently placed as one block order on a given trading venue). This identification should indicated indicate “aggregated_X” with X representing the number of clients clients whose orders have been aggregated …
6. The name and other designation of the person person to whom the order was transmitted …
7. B/S indicator; …
8. The date and exact time of submission of the order or decision to deal. The exact time must be measured according to the methodology prescribed in Commission Delegated Regulation (EU) 2017/574 of 7 June 2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council with regard to regulatory technical standards for the level of accuracy of business clocks or in technical standards made by the Financial Conduct Authority under paragraph 26 of Schedule 3 MiFID RTS 25.
9. The date and exact time of any message that is transmitted to and received from the trading venue in relation to any events affecting an order. The exact time must be measured according to the Page 158 of 252

FCA 2025/40 FOS 2025/4 methodology prescribed under the RTS MiFID RTS 25 on clock synchronisation. 34. The date and exact time any message that is transmitted to and received from another investment firm in relation to events affecting an order. The exact time must be measured according to the methodology prescribed in Commission Delegated Regulation (EU) 2017/574 of 7 June 2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council with regard to regulatory technical standards for the level of accuracy of business clocks or in technical standards made by the Financial Conduct Authority under paragraph 26 of Schedule 3 MiFID RTS 25. 35. Any message that is transmitted to and received from the trading venue in relation to orders placed by the investment firm firm 36. Any other details and conditions that was submitted to and received from another investment firm firm in relation with the order … … 11.7 Personal account dealing … Rule on personal account dealing … 11.7.2 R For the purposes of this section, the relevant provisions are: (1) the rules article 37(2)(a) and (b) of the MiFID Org Regulation on personal transactions undertaken by financial analysts copied out in COBS 12.2.21EU which apply as rules as a result of COBS 12.2.15R COBS 12.2.21R(1)(a) and (b); and (2) article 67(3) of the MiFID Org Regulation on the misuse of information relating to pending client orders copied out in COBS 11.3.5AEU which applies as a rule as a result of COBS 11.3.1AR COBS 11.3.5AR. … 11.7A Personal account dealing relating to MiFID, equivalent third country or optional exemption business Application Page 159 of 252

FCA 2025/40 FOS 2025/4 … 11.7A. R (1) Subject to (2), in this chapter provisions marked “UK” apply to a 2 firm in relation to its equivalent third country or optional exemption business as if they were rules. [deleted] (2) In this chapter, provisions which derive from recitals to MiFID or the MiFID Org Regulation apply to a firm in relation to its business which is the equivalent business of a third country investment firm or MiFID optional exemption business as guidance. [deleted] (3) The requirements in COBS 11.7A.5R do not apply in respect of the following personal transactions: (a) personal transactions effected under a discretionary portfolio management service where there is no prior communication in connection with the transaction between the portfolio manager and the relevant person or other person for whose account the transaction is executed; (b) personal transactions in units or shares, in UCITS or AIFs that are subject to supervision under the law of the UK which requires an equivalent level of risk spreading in their assets, where the relevant person and any other person for whose account the transactions are effected are not involved in the management of that undertaking. … Scope of personal transactions 11.7A. UK 28 For the purposes of Article 29 and Article 37, a personal transaction shall 4 be a trade in a financial instrument effected by or on behalf of a relevant person, where at least one of the following criteria are met: (a) the relevant person is acting outside the scope of the activities he carries out in this professional capacity; (b) the trade is carried out for the account of any of the following persons: (i) the relevant person; (ii) any person with who he has a family relationship, or with whom he has close links; (iii) a person in respect of whom the relevant person has a direct or indirect material interest in the outcome of the trade, other Page 160 of 252

FCA 2025/40 FOS 2025/4 than obtaining a fee or commission for the execution of the trade. [deleted] Requirements relating to personal transactions 11.7A. UK (1) 29 (1) Investment firms shall ensure that relevant persons do A firm 5 R must establish, implement and maintain adequate arrangements aimed at preventing the activities set out in paragraphs 2, 3 and 4 (2) to (4) in the case respect of any relevant person of its relevant persons who is are involved in activities that may give rise to a conflict of interest, or who has have access to inside information within the meaning of Article 7(1) of Regulation (EU) No 596/2014 inside information or to other confidential information relating to clients clients or transactions with, of or for, clients clients, by virtue of an activity carried out by him them on behalf of the firm firm. (2) Investment firms shall A firm must ensure that relevant persons relevant persons do not enter into a personal transaction personal transaction which meets at least one of the following criteria: (a) that person is prohibited from entering into it under Regulation (EU) No 596/2014 the Market Abuse Regulation; (b) it involves the misuse or improper disclosure of that confidential information; (c) it conflicts or is likely to conflict with an obligation of the investment firm firm under UK law on markets in financial instruments UK law on markets in financial instruments. (3) Investment firms shall A firm must ensure that relevant persons relevant persons do not advise or recommend, other than in the proper course of employment or contract for services, any other person person to enter into a transaction in financial instruments financial instruments which, if it were a personal transaction personal transaction of the relevant person relevant person, would be covered by paragraph 2 or Article 37(2)(a) or (b) or Article 67(3) COBS 11.3.5AR, COBS 11.7A.5R(2) or COBS 12.2.21R(1)(a) or (b); (4) Without prejudice Subject to Article 10 (1) of Regulation (EU) No 596/2014 the Market Abuse Regulation, investment firms shall a firm must ensure that relevant persons relevant persons do not disclose, other than in the normal course of his their employment or contract for services, any information or opinion to any other person person where the relevant person relevant person knows, or reasonably ought to know, that as a result of that disclosure that Page 161 of 252

FCA 2025/40 FOS 2025/4 other person person will or would be likely to take either of the following steps: (a) to enter into a transaction in financial instruments financial instrument which, if it were a personal transaction personal transaction of the relevant person relevant person, would be covered by paragraphs 2 or 3 or Article 37(2)(a) or (b) or Article 67(3) COBS 11.3.5AR, COBS 11.7A.5R(2) or COBS 12.2.21R(1)(a) or (b); (b) to advise or procure another person person to enter into such a transaction. (5) The Firms must design the arrangements required under paragraph 1 shall be designed (1) in such a way to ensure that: (a) each relevant person relevant person covered by paragraphs 1, 2, 3 and 4 this rule is aware of the restrictions on personal transactions personal transactions, and of the measures established by the investment firm firm in connection with personal transactions personal transactions and disclosure, in accordance with paragraphs 1, 2, 3 and 4 under this rule; (b) the firm firm is informed promptly of any personal transaction personal transaction entered into by a relevant person relevant person, either by notification of that transaction or by other procedures enabling the firm firm to identify such transactions; (c) a record is kept of the personal transaction personal transaction notified to the firm of firm or identified by it, including any authorisation or prohibition in connection with such a transaction. (5A) In the case of outsourcing arrangements, the investment firm shall firm must ensure that the firm third party to which the activity is outsourced maintains a record of personal transactions personal transactions entered into by any relevant person relevant person and provides that information to the investment firm firm promptly on request. (6) Paragraphs 1 to 5 shall not apply to the following personal transactions: (a) personal transactions effected under a discretionary portfolio management service where there is no prior communication in connection with the transaction between the portfolio Page 162 of 252

FCA 2025/40 FOS 2025/4 manager and the relevant person or other person for whose account the transaction is executed; (b) personal transactions in undertakings for collective investments in transferable securities (UCITS) or AIFs that are subject to supervision under the law of the United Kingdom which requires an equivalent level of risk spreading in their assets, where the relevant person and any other person for whose account the transactions are effected are not involved in the management of that undertaking. [deleted] 11.7A. R … 6 [Note: recital 42 to the MiFID Org Regulation] … 11A Underwriting and placing 11A.1 Underwriting and placing General application 11A.1. R … 1 (2) Subject to (3), in this chapter provisions marked “UK” apply to the equivalent business of a third country investment as if they were rules. [deleted] (3) In this chapter, provisions which derive from recitals to MiFID or the MiFID Org Regulation apply to the equivalent business of a third country investment firm as guidance. Requirements to provide specific information to issuer clients 11A.1. UK 38 (1) Investment firms Firms which provide advice on corporate finance 2 strategy, as set out in Paragraph 3 of Part 3A of Schedule 2 to the Regulated R Activities Order Regulated Activities Order, and provide the service of underwriting or placing of financial instruments, shall financial instruments must, before accepting a mandate to manage the offering, have arrangements in place to inform the issuer client issuer client of the following: (a) the various financing alternatives available with the firm firm, and (1) an indication of the amount of transaction fees associated with each alternative; Page 163 of 252

FCA 2025/40 FOS 2025/4 (b) the timing and the process with regard to the corporate finance (2) advice on pricing of the offer (c) the timing and the process with regard to the corporate finance (3) advice on placing of the offering; (d) details of the targeted investors, to whom the firm firm intends to (4) offer the financial instruments financial instruments; (e) the job titles and departments of the relevant individuals involved in (5) the provision of corporate finance advice on the price and allotment of financial instruments financial instruments; and (f) firm’s the firm’s arrangements to prevent or manage conflicts of (6) interest that may arise where the firm firm places the relevant financial instruments financial instruments with its investment clients of clients or with its own proprietary book. Requirements to identify underwriting and placing operations and to ensure that adequate controls are in place to manage conflicts of interest 11A.1. UK (1) 38 (2) Investment firms shall Firms must have in place a centralised 3 R process to identify all underwriting and placing operations of the firm firm and record such information, including the date on which the firm firm was informed of potential underwriting and placing operations. Firms shall Firms must identify all potential conflicts of interest arising from other activities of the investment firm firm, or group group, and implement appropriate management procedures. In cases where an investment firm a firm cannot manage a conflict of interest by way of implementing appropriate procedures, the investment firm shall firm must not engage in the operation. (3) Investment firms Firms providing execution and research services (2) as well as carrying out underwriting and placing activities shall must ensure adequate controls are in place to manage any potential conflicts of interest between these activities and between their different clients clients receiving those services. Additional requirements: in relation to pricings of offerings in relation to the issuance of financial instruments 11A.1. UK 39 (1) Investment firms shall Firms must have in place systems, controls 4 R and procedures to identify and prevent or manage conflicts of interest that arise in relation to possible under-pricing or over-pricing of an issue or involvement of relevant parties in the process. In particular, investment firms shall firms must as a minimum requirement establish, implement and maintain internal arrangements to ensure both of the following: (a) that the pricing of the offer does not promote the interests of other (1) clients clients or firm’s firm’s own interests, in a way that may conflict with the issuer client’s issuer client’s interests; and Page 164 of 252

FCA 2025/40 FOS 2025/4 (b) the prevention or management of a situation where persons (2) responsible for providing services to the firm’s firm’s investment clients clients are directly involved in decisions about corporate finance advice on pricing to the issuer client issuer client. … Further requirements concerning the provision of information 11A.1. UK 39 (2) Investment firms shall Firms must provide clients clients with 5 R information about how the recommendation as to the price of the offering and the timings involved is determined. In particular, the firm shall firm must inform and engage with the issuer client issuer client about any hedging or stabilisation strategies it intends to undertake with respect to the offering, including how these strategies may impact the issuer client’s issuer client’s interests. During the offering process, firms shall firms must also take all reasonable steps to keep the issuer client issuer client informed about developments with respect to the pricing of the issue. 11A.1. UK (1) 40 (1) Investment firms Firms placing financial instruments shall 6 R financial instruments must establish, implement and maintain effective arrangements to prevent recommendations on placing from being inappropriately influenced by any existing or future relationships. (2) Investment firms shall Firms must establish, implement and maintain effective internal arrangements to prevent or manage conflicts of interests that arise where persons responsible for providing services to the firm’s firm’s investment clients clients are directly involved in decisions about recommendations to the issuer client issuer client on allocation. (3) Investment firms shall Firms must not accept any third-party payments or benefits unless such payments or benefits comply with rules made by the Financial Conduct Authority under the Financial Services and Markets Act 2000 which were relied on before IP completion day to implement requirements laid down in Article 24 of Directive 2014/65/EU relevant applicable requirements in COBS 2.3A. In particular, the following practices shall will be considered not compliant with those requirements and shall will therefore be considered not acceptable: (a) an allocation made to incentivise the payment of disproportionately high fees for unrelated services provided by the investment firm firm (‘laddering’), such as disproportionately high fees or commissions paid by an investment client client, or disproportionately high volumes of business at normal levels of commission provided by the investment client client, as a compensation for receiving an allocation of the issue; Page 165 of 252

11A.1. 7 FCA 2025/40 FOS 2025/4 (b) an allocation made to a senior executive or a corporate officer of an existing or potential issuer client issuer client, in consideration for the future or past award of corporate finance business (‘spinning’); and (c) an allocation that is expressly or implicitly conditional on the receipt of future orders or the purchase of any other service from the investment firm firm by an investment client client, or any entity of which the investor is a corporate officer. (4) Investment firms shall A firm must establish, implement and maintain an allocation policy that sets out the process for developing allocation recommendations. The allocation policy shall must be provided to the issuer client issuer client before agreeing to undertake any placing services. The policy shall must set out relevant information that is available at that stage, about the proposed allocation methodology for the issue. (5) Investment firms shall A firm must involve the issuer client issuer client in discussions about the placing process in order for the firm firm to be able to understand and take into account the client’s client’s interests and objectives. The investment firm shall firm must obtain the issuer client’s issuer client’s agreement to its proposed allocation per type of client client for the transaction in accordance with the allocation policy. UK R (1) 41 (1) Investment firms shall Firms must have in place systems, controls and procedures to identify and manage the conflicts of interest that arise when providing investment services investment services to an investment client client to participate in a new issue, where the investment firm firm receives commissions, fees or any monetary or non-monetary benefits in relation to arranging the issuance. Any commissions, fees or monetary or non-monetary benefits shall must comply with the relevant applicable requirements in [COBS 2.3A.5R to COBS 2.3A.7E, COBS 2.3A.15R, COBS 2.3A.16R, COBS 2.3A.19R] COBS 2.3A and be documented in the investment firm’s firm’s conflicts of interest policies and reflected in the firm’s firm’s inducements arrangements. (2) Investment firms Firms engaging in the placement of financial instruments financial instruments issued by themselves or by entities within the same group group, to their own clients clients, including their existing depositor clients in the case of credit institutions, or investment funds managed by entities of their group group, shall must establish, implement and maintain clear and effective arrangements for the identification, prevention or management of the potential conflicts of interest that arise in relation to this type of activity. Such arrangements shall must Page 166 of 252

FCA 2025/40 FOS 2025/4 include consideration of refraining from engaging in the activity, where conflicts of interest cannot be appropriately managed so as to prevent any adverse effects on clients clients. (3) When disclosure of conflicts of interest is required, investment firms shall firms must comply with the requirements in Article 34(4) SYSC 10.1.8R, including an explanation of the nature and source of the conflicts of interest inherent to this type of activity, providing details about the specific risks related to such practices in order to enable clients clients to make an informed investment decision. (4) Investment firms Firms which offer financial instruments issued financial instruments that are issued by themselves or other group group entities to their clients clients and that are included in the calculation of prudential requirements specified in Regulation (EU) No 575/2013 of the European Parliament and of the Council¹, the law of the United Kingdom or any part of the United Kingdom (“UK law”) which was relied on before IP completion day to implement the Prudential sourcebook for MiFID Investment Firms (MIFIDPRU), the UK CRR, Directive 2013/36/EU of the European Parliament and of the Council² or Directive 2014/59/EU of the European Parliament and of the Council³ or the PRA and FCA rules implementing the RRD, shall must provide those clients clients with additional information explaining the differences between the financial instrument financial instrument and bank deposits in terms of yield, risk, liquidity and any protection provided in accordance with UK law which was relied on before IP completion day to implement Directive 2014/49/EU of the European Parliament and of the Council the PRA rules implementing the DGSD. ¹ 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.l) ² 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) ³ 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 Regulation (EU) No Page 167 of 252

FCA 2025/40 FOS 2025/4 1093/2010 and (EU) No 648/2012, of the European Parliament and of the Council (OJ L 173, 12.6.201, p190) Further requirements in relation to lending on provision of credit in the context of underwriting or placement 11A.1. UK (1) 42 (1) Where any previous lending or credit to the issuer client 8 R issuer client by an investment firm a firm, or an entity within the same group group, may be repaid with the proceeds of an issue, the investment firm shall firm must have arrangements in place to identify and prevent or manage any conflicts of interest that may arise as a result. (2) Where the arrangements taken to manage conflicts of interest prove insufficient to ensure that the risk of damage to the issuer client issuer client would be prevented, investment firms shall firms must disclose to the issuer client issuer client the specific conflicts of interest that have arisen in relation to their, or group group entities’, activities in a capacity of credit provider, and their activities related to the securities offering. (3) Investment firms’ Firms’ conflict of interest policy shall must require the sharing of information about the issuer’s issuer’s financial situation with group group entities acting as credit providers, provided this would not breach information barriers set up by the firm firm to protect the interests of a client client. Record keeping requirements in relation to underwriting or placing 11A.1. UK Investment firms shall Firms must keep records of the content and timing of 9 R instructions received from clients clients. A record of the allocation decisions taken for each operation shall must be kept to provide for a complete audit trail between the movements registered in clients’ clients’ accounts and the instructions received by the investment firm firm. In particular, the final allocation made to each investment client shall client must be clearly justified and recorded. The complete audit trail of the material steps in the underwriting and placing process shall must be made available to competent authorities the FCA upon request. … 12 Investment research … 12.2 Investment research and non-independent research … Application Page 168 of 252

FCA 2025/40 FOS 2025/4 12.2.14 G R This section applies to a firm that: (1) produces, or arranges for the production of, investment research that is intended or likely to be subsequently disseminated to clients of the firm or to the public, under its own responsibility or that of a member of its group (see COBS 12.2.19R to COBS 12.2.21AG); or (2) produces or disseminates non-independent research (see COBS 12.2.18R to COBS 12.2.18BG). 12.2.14 G The concept of dissemination of investment research to clients or the public A does not include dissemination exclusively to persons within the group of the firm. 12.2.15 R Where this section applies to a firm in relation to business other than its MiFID business, provisions in this section marked “UK” shall apply as if they were rules, other than those that copy out recitals, which shall apply as if they were guidance. [deleted] 12.2.16 G (1) This section applies to both investment research and non￾independent research. (2) Non-independent research is not presented as objective or independent and is accordingly considered a marketing communication. (3) Both investment research and non-independent research are sub￾categories of the type of information defined as an investment recommendation in COBS 12.4. [deleted] Investment research and non-independent research 12.2.17 UK 36(1) For the purposes of Article 37 investment research shall be research or other information recommending or suggesting an investment strategy, explicitly or implicitly, concerning one or several financial instruments or the issuers of financial instruments, including any opinion as to the present or future value or price of such instruments, intended for distribution channels or for the public, and in relation to which the following conditions are met: (a) the research or information is labelled or described as investment research or in similar terms, or is otherwise presented as an objective or independent explanation of the matters contained in the recommendation; (b) if the recommendation in question were made by an investment firm to a client, it would not constitute the provision of investment advice for the purposes of UK law on markets in financial instruments. [deleted] Page 169 of 252

FCA 2025/40 FOS 2025/4 Non-independent research with reference to investment recommendations as defined in the Market Abuse Regulation – identification 12.2.18 UKR (1) 36(2) A recommendation of the type covered by point (35) of Article 3(1) of Regulation (EU) 596/2014 that does not meet the conditions set out in paragraph 1 shall be treated A firm which produces or disseminates non-independent research must: (a) treat it as a marketing communication for the purposes of UK law on markets in financial instruments and investment firms that produce or disseminate that recommendation shall and ensure that it is clearly identified as such.; (b) Additionally, firms shall ensure that any such recommendation the non-independent research contains a clear and prominent statement that (or, in the case of an oral recommendation, to the effect that) it has not been prepared in accordance with legal requirements designed to promote the independence of investment research investment research, and that it is not subject to any prohibition on dealing ahead of the dissemination of investment research investment research. Non-independent research – conflicts of interest 12.2.18 R A firm which produces or disseminates non-independent research must A implement the measures set out in SYSC 10.1.11R(2), in relation to the relevant persons involved in the production of the non-independent research and other relevant persons whose responsibilities or business interests may conflict with the interests of the persons to whom such research is disseminated. 12.2.18 G In relation to non-independent research, firms are reminded to consider their B SYSC 10 obligations more generally and, in particular, whether conflicts arise in relation to: (1) relevant persons trading in financial instruments that are the subject of non-independent research which they know the firm has published or intends to publish before clients have had a reasonable opportunity to act on it (other than when the firm is acting as market maker in good faith and in the ordinary course of market making, or in the execution of an unsolicited client order); and (2) the preparation of non-independent research which is intended first for internal use by the firm and then for later publication to clients. Conflicts of interest Investment research – conflicts of interest Page 170 of 252

FCA 2025/40 FOS 2025/4 12.2.19 UK (1) R 37(1) Investment firms which produce, or arrange for the production of, investment research that is intended or likely to be subsequently disseminated to clients of the firm or to the public, under their own responsibility or that of a member of their group, shall ensure the implementation of all the measures set out in Article 34(3) in relation to the financial analysts involved in the production of the investment research and other relevant persons whose responsibilities or business interests may conflict with the interests of the persons to whom the investment research is disseminated. The obligations in the first subparagraph shall also apply in relation to recommendations referred to in Article 36(2). Recital 51 The measures and arrangements adopted by an investment firm to manage the conflicts of interests that might arise from the production and dissemination of material that is presented as investment research should be appropriate to protect the objectivity and independence of financial analysts and of the investment research they produce. Those measures and arrangements should ensure that financial analysts enjoy an adequate degree of independence from the interests of persons whose responsibilities or business interests may reasonably be considered to conflict with the interests of the persons to whom the investment research is disseminated. Recital 52 Persons whose responsibilities or business interests may reasonably be considered to conflict with the interests of the persons to whom investment research is disseminated should include corporate finance personnel and persons involved in sales and trading on behalf of clients or the firm. Recital 55 The concept of dissemination of investment research to clients or the public should not include dissemination exclusively to persons within the group of the investment firm. Current recommendations should be considered to be those recommendations contained in investment research which have not been withdrawn and which have not lapsed. The substantial alteration of investment research produced by a third party should be governed by the same requirements as the production of research. Subject to (2), a firm which produces, or arranges for the production of, investment research that is intended or likely to be subsequently disseminated to clients of the firm or to the public, under its own responsibility or that of a member of its group, must implement the Page 171 of 252

(2) 12.2.19 G (1) A (2) 12.2.20 G (1) (2) (3) FCA 2025/40 FOS 2025/4 measures set out in SYSC 10.1.11R(2), in relation to the financial analysts involved in the production of the investment research and other relevant persons whose responsibilities or business interests may conflict with the interests of the persons to whom such research is disseminated. Paragraph (1) does not apply to a firm which disseminates investment research produced by another person to the public or to clients where the following conditions are met: (a) the person that produces the investment research is not a member of the group to which the firm belongs; (b) the firm does not substantially alter the recommendations within the investment research; (c) the firm does not present the investment research as having been produced by it; and (d) the firm verifies that the producer of the investment research is subject to requirements equivalent to those under this chapter in relation to the production of that research, or has established a policy setting such requirements. The measures and arrangements adopted by the firm to manage the conflicts of interests that might arise from the production and dissemination of material that is presented as investment research should be appropriate to protect the objectivity and independence of financial analysts and of the investment research they produce. Those measures and arrangements should ensure that financial analysts enjoy an adequate degree of independence from the interests of persons whose responsibilities or business interests may reasonably be considered to conflict with the interests of the persons to whom the investment research is disseminated. The substantial alteration of investment research produced by a third party should be governed by the same requirements as the production of investment research. Firms which produce, or arrange for the production of, investment research or non-independent research are also reminded of their obligations under SYSC 10 (Conflicts of interest). COBS 12.2.19UK relates to the management of conflicts of interest in relation to investment research. In relation to non-independent research, firms may wish to consider whether conflicts arise in relation to: Page 172 of 252

FCA 2025/40 FOS 2025/4 (a) relevant persons trading in financial instruments that are the subject of non-independent research which they know the firm has published or intends to publish before clients have had a reasonable opportunity to act on it (other than when the firm is acting as market maker in good faith and in the ordinary course of market making, or in the execution of an unsolicited client order); and (b) the preparation of non-independent research which is intended first for internal use by the firm and then for later publication to clients. [deleted] Measures and arrangements required for investment research 12.2.21 UK (1) 37(2) Investment firms referred to in the first subparagraph of R paragraph 1 shall A firm falling within COBS 12.2.19R(1) must have in place arrangements designed to ensure that the following conditions are satisfied: (a) financial analysts financial analysts and other relevant persons relevant persons do not undertake personal transactions personal transactions or trade, other than as market makers market makers acting in good faith and in the ordinary course of market making or in the execution of an unsolicited client client order, on behalf of any other person person, including the investment firm firm, in financial instruments financial instruments to which investment research investment research relates, or in any related financial instruments financial instruments, with knowledge of the likely timing or content of that investment research investment research which is not publicly available or available to clients clients and cannot readily be inferred from information that is so available, until the recipients of the investment research investment research have had a reasonable opportunity to act on it; (b) in circumstances not covered by point (a) (1)(a), financial analysts financial analysts and any other relevant persons relevant persons involved in the production of investment research investment research do not undertake personal transactions personal transactions in financial instruments financial instruments to which the investment research investment research relates, or in any related financial instruments financial instruments, contrary to current recommendations, except in exceptional circumstances and with the prior approval of a member of the firm’s firm’s legal or compliance function; Page 173 of 252

FCA 2025/40 FOS 2025/4 (c) a physical separation exists between the financial analysts financial analysts involved in the production of investment research investment research and other relevant persons relevant persons whose responsibilities or business interests may conflict with the interests of the persons persons to whom the investment research investment research is disseminated or, when considered not appropriate to the size and organisation of the firm firm as well as the nature, scale and complexity of its business, the establishment and implementation of appropriate alternative information barriers; (d) the investment firms themselves firm itself, financial analysts financial analysts, and other relevant persons relevant persons involved in the production of the investment research investment research do not accept inducements from those with a material interest in the subject-matter of the investment research investment research; (e) the investment firms themselves firm itself, financial analysts financial analysts, and other relevant persons relevant persons involved in the production of the investment research investment research do not promise issuers issuers favourable research coverage; (f) before the dissemination of investment research issuers, relevant persons investment research to issuers, where the draft includes a recommendation or target price, no person, other than financial analysts financial analysts, and any other persons are not permitted to review a draft of the investment research investment research except for the purpose of verifying the accuracy of factual statements made in that research, or for any purpose other than verifying compliance with the firm’s firm’s legal obligations, where the draft includes a recommendation or a target price. (2) For the purposes of this paragraph (1)(a) and (b), ‘related financial instrument financial instrument’ shall be means any financial instrument financial instrument the price of which is closely affected by price movements in another financial instrument financial instrument which is the subject of investment research investment research, and includes a derivative derivative on that other financial instrument financial instrument. Recital 53 Page 174 of 252

12.2.21 G (1) A (2) FCA 2025/40 FOS 2025/4 Exceptional circumstances in which financial analysts and other persons connected with the investment firm who are involved in the production of investment research may, with prior written approval, undertake personal transactions in instruments to which the research relates should include those circumstances where, for personal reasons relating to financial hardship, the financial analyst or other person is required to liquidate a position. Recital 54 Fees, commissions, monetary or non-monetary benefits received by the firm providing investment research from any third party should only be acceptable when they are provided in accordance with requirements specified in Article 24(9) of Directive 2014/65/EU and Article 13 of Commission Delegated Directive (EU) 2017 / 593. Recital 56 Financial analysts should not engage in activities other than the preparation of investment research where engaging in such activities are inconsistent with the maintenance of that person’s objectivity. These include participating in investment banking activities such as corporate finance business and underwriting, participating in ‘pitches’ for new business or ‘road shows’ for new issues of financial instruments; or being otherwise involved in the preparation of issuer marketing. The phrase “participating in ‘pitches’ for new business” in Recital 56 to the MiFID Org Regulation would generally include a financial analyst interacting with an issuer to whom the firm is proposing to provide underwriting or placing services (including the issuer’s representatives outside of the firm and any person who has an ownership interest in the issuer), until both: (a) the firm that employs the financial analyst has agreed to carry on regulated activities that amount to underwriting or placing services for the issuer; and (b) the extent of the firm’s obligations to provide underwriting or placing services to the issuer as compared to the underwriting or placing services of any other firm that is appointed by the issuer for the same offering is confirmed in writing between the firm and issuer. (a) It may nevertheless be possible, in limited circumstances, for a financial analyst’s interactions with any such person referred to under paragraph (1) to be entirely separate from the firm’s ‘pitches’ such that the risk to their objectivity being impaired would be reasonably low. Page 175 of 252

(3) 12.2.21 G (1) B (2) (3) 12.2.21 G (1) FCA 2025/40 FOS 2025/4 (b) However, the FCA considers that would not be the case where the analyst is aware of the ‘pitches’, or may have reason to believe that the firm is conducting the ‘pitches’. In any case a firm should recognise that any situation in which there is a connection between its ‘pitches’ and a person with whom its financial analyst interacts can give rise to a conflict of interest (see SYSC 10 (Conflicts of interest) and the relevant provisions of the MiFID Org Regulation). [deleted] For the purposes of COBS 12.2.21R(1)(b): (a) exceptional circumstances in which financial analysts and other persons connected with the firm who are involved in the production of investment research may, with prior written approval, undertake personal transactions in instruments to which the research relates should include those circumstances where, for personal reasons relating to financial hardship, the financial analyst or other person is required to liquidate a position; and (b) current recommendations should be considered to be those contained in investment research which have not been withdrawn and which have not lapsed. For the purposes of COBS 12.2.21R(1)(c), persons whose responsibilities or business interests may reasonably be considered to conflict with the interests of the persons to whom investment research is disseminated should include corporate finance personnel and persons involved in sales and trading on behalf of clients or the firm. For the purposes of COBS 12.2.21R(1)(d), fees, commissions and monetary or non-monetary benefits received by the firm providing investment research from any third party should only be acceptable when they are provided in accordance with COBS 2.3A. Financial analysts should not engage in activities other than the preparation of investment research where engaging in such activities is inconsistent with the maintenance of their objectivity. These include participating in investment banking activities such as corporate finance business and underwriting, participating in ‘pitches’ for new business or ‘road shows’ for new issues of financial instruments, or being otherwise involved in the preparation of issuer marketing. Page 176 of 252 C

FCA 2025/40 FOS 2025/4 (2) ‘Participating in ‘pitches’ for new business’ would generally include a financial analyst interacting with an issuer to whom the firm is proposing to provide underwriting or placing services (including the issuer’s representatives outside of the firm and any person who has an ownership interest in the issuer) until: (a) the firm that employs the financial analyst has agreed to carry on regulated activities that amount to underwriting or placing services for the issuer; and (b) the extent of the firm’s obligations to provide underwriting or placing services to the issuer as compared to the underwriting or placing services of any other firm that is appointed by the issuer for the same offering is confirmed in writing between the firm and issuer. (3) It may nevertheless be possible, in limited circumstances, for a financial analyst’s interactions with any such person referred to under (5) to be entirely separate from the firm’s ‘pitches’ such that the risk to their objectivity being impaired would be reasonably low. (4) However, the FCA considers that would not be the case where the analyst is aware of the ‘pitches’, or may have reason to believe that the firm is conducting the ‘pitches’. (5) In any case, a firm should recognise that any situation in which there is a connection between its ‘pitches’ and a person with whom its financial analyst interacts can give rise to a conflict of interest (see SYSC 10 (Conflicts of interest)). Exemptions from article 37(1) of the MiFID Org Regulation 12.2.22 UK 37(3) Investment firms which disseminate investment research produced by another person to the public or to clients shall be exempt from complying with paragraph 1 if the following criteria are met: (a) the person that produces the investment research is not a member of the group to which the investment firm belongs; (b) the investment firm does not substantially alter the recommendations within the investment research; (c) the investment firm does not present the investment research as having been produced by it; (d) the investment firm verifies that the producer of the research is subject to requirements equivalent to the requirements under this Regulation in relation to the production of that research, or has established a policy setting such requirements. [deleted] Page 177 of 252

FCA 2025/40 FOS 2025/4 … 12.2.24 G … 12.2.25 R A firm subject to COBS 12 must retain the records it is required to make under these rules. … 13 Preparing product information … 13.2 Product information: production standards, form and contents 13.2.1 G … [Note: article 29(4) of the MiFID implementing Directive] … 13.4 Contents of a key features illustration … Exceptions … 13.4.5 G Although there may be no obligation to include a projection in a key features illustration, where a firm chooses to include one, the projection it should: (1) Comply comply with the requirements in this section unless the projection relates to an investment that is a financial instrument.; or (2) Where where the projection relates to a financial instrument, the firm should comply with either: (a) the requirements in article 44(6) of the MiFID Org Regulation (see COBS 4.5A.14UK) COBS 4.5A.14R where the firm is carrying on MiFID, equivalent third country or optional exemption business); or (b) the requirements in COBS 4.6.7R where the firm is not carrying on MiFID, equivalent third country or optional exemption business. … 13.5 Preparing product information: other projections Page 178 of 252

FCA 2025/40 FOS 2025/4 … Projections: other situations … 13.5.2B G Where a firm communicates a projection for a packaged product that is a financial instrument, the following future performance requirements are likely to apply: (1) article 44(6) of the MiFID Org Regulation (see COBS 4.5A.14UK) COBS 4.5A.14R where the firm is carrying on MiFID, equivalent third country or optional exemption business; or (2) COBS 4.6.7R where the firm is not carrying on MiFID, equivalent third country or optional exemption business. Exceptions to the projection rules: projections for more than one product 13.5.3 R A firm that communicates a projection of benefits for a packaged product which is not a financial instrument, as part of a combined projection where other benefits being projected include those for a financial instrument or structured deposit, is not required to comply with the projection rules in COBS 13.4, COBS 13.5 and COBS 13 Annex 2 to the extent that the combined projection complies with the future performance requirements in either: (1) article 44(6) of the MiFID Org Regulation (see COBS 4.5A.14UK) COBS 4.5A.14R where the firm is carrying on MiFID, equivalent third country or optional exemption business; or (2) COBS 4.6.7R where the firm is not carrying on MiFID, equivalent third country or optional exemption business. 13.5.4 G The general requirement that communications be fair, clear and not misleading will nevertheless mean that a firm that elects to comply with the future performance rule in COBS 4.6.7R, or, if applicable, the requirement in article 44(6) of the MiFID Org Regulation (see COBS 4.5A.14UK) COBS 4.5A.14R, will need to explain how the combined projection differs from other information that has been or could be provided to the client client, including a projection provided under the projection rules in COBS 13.4, COBS 13.5 and COBS 13 Annex 2. In particular, the firm should identify where a projection in real terms is required under COBS 13. … 14 Providing product information to clients … 14.3 Information about designated investments (non-MiFID provisions) Page 179 of 252

FCA 2025/40 FOS 2025/4 Application 14.3.1 R (1) … … (3) Where a rule in this chapter applies to a firm which is arranging (bringing about) or executing a deal in a speculative illiquid security, the rule also applies to: (a) a TP firm (to the extent that the rule does not already apply to such a TP firm as a result of GEN 2.2.26R); and (b) a Gibraltar-based firm (having the same meaning as in the Gibraltar Order) to the extent that the rule does not already apply to such a Gibraltar-based firm as a result of GEN 2.3.1R). [deleted] [Editor’s note: The application of this sourcebook to TP firms and Gibraltar-based firms is now addressed in COBS 1 Annex 2.] 14.3.1 G A firm carrying on MiFID, equivalent third country or optional exemption A business should consider whether the requirements in articles 46 and 48 of the MiFID Org Regulation apply; see COBS 14.3A (Information about financial instruments (MiFID provisions)) apply. … 14.3A Information about financial instruments (MiFID provisions) Application 14.3A. R … 1 14.3A. G Certain provisions in this section require firms to provide clients with 1A information ‘in good time’. Guidance on the provision of information ‘in good time’ can be found in COBS 1.4.2G. Effect of provisions marked “UK” for third country investment firms and MiFID optional exemption firms 14.3A. R Provisions in this section marked “UK” apply in relation to MiFID optional 2 exemption business as if they were rules (see COBS 1.2.2G). [deleted] 14.3A. G The effect of GEN 2.2.22AR is that provisions in this section marked “UK” 2A also apply in relation to the equivalent business of a third country investment firm as if they were rules. [deleted] Providing a description of the nature and risks of financial instruments Page 180 of 252

FCA 2025/40 FOS 2025/4 … 14.3A. 5 UK R (1) 48(1) Investment firms shall A firm must provide clients or potential clients in good time before the provision of investment services or ancillary services to clients or potential clients a client with a general description of the nature and risks of financial instruments financial instruments, taking into account, in particular, the client’s client’s categorisation as either a retail client retail client, professional client professional client or eligible counterparty eligible counterparty. (2) That The description in (1) shall must explain, in sufficient detail to enable the client to take investment decisions on an informed basis: (a) the nature of the specific type of instrument financial instrument concerned,; (b) the functioning and performance of the financial instrument financial instrument in different market conditions, including both positive and negative conditions,; and (c) as well as the risks particular to that specific type of instrument in sufficient detail to enable the client to take investment decisions on an informed basis financial instrument. (3) 48(2) The description of risks referred to in paragraph 1 shall include, where Where relevant to the specific type of instrument financial instrument concerned and the status and level of knowledge of the client client, the following elements description of the risks in (1) and (2) must include: (a) the risks associated with that type of financial instrument financial instrument, including an explanation of leverage and its effects and; (aa) the risk of losing the entire investment, including the risks associated with insolvency of the issuer or related events, such as bail in; (b) the volatility of the price of such instruments and any limitations on the available market for such instruments; (c) information on any impediments to, or restrictions for on, disinvestment, for example (which as may, for example, be the case for relevant to illiquid financial instruments financial instruments or financial instruments financial instruments with a fixed investment term), including. This must include: Page 181 of 252

FCA 2025/40 FOS 2025/4 (i) an illustration of the possible exit methods and consequences of any exit,; (ii) possible constraints on the sale of such instruments; and (iii) the estimated time frame for the sale of the financial instrument such instruments before recovering the initial costs of the transaction in that type of financial instruments; (d) the fact that an investor might assume, as a result of transactions in such instruments, financial commitments and other additional obligations, including contingent liabilities, additional to the cost of acquiring the instruments; and (e) any margin requirements or similar obligations, applicable to instruments of that type. 48(3) Where an investment firm provides a retail client or potential retail client with information about a financial instrument that is the subject of a current offer to the public and a prospectus has been published in connection with that offer in accordance with the law of the United Kingdom which was relied on immediately before IP completion day to implement Directive 2003/71/EC, as that law is amended from time to time, that firm shall in good time before the provision of investment services or ancillary services to clients or potential clients inform the client or potential client where that prospectus is made available to the public. 48(4) Where a financial instrument is composed of two or more different financial instruments or services, the investment firm shall provide an adequate description of the legal nature of the financial instrument, the components of that instrument and the way in which the interaction between the components affects the risks of the investment. 48(5) In the case of financial instruments that incorporate a guarantee or capital protection, the investment firm shall provide a client or a potential client with information about the scope and nature of such guarantee or capital protection. When the guarantee is provided by a third party, information about the guarantee shall include sufficient detail about the guarantor and the guarantee to enable the client or potential client to make a fair assessment of the guarantee. [Note: article 48 of the MiFID Org Regulation] 14.3A. 5A R If a firm provides a retail client with information about a financial instrument that is the subject of a current offer to the public and a prospectus has been published in connection with that offer in accordance with the Prospectus Regulation, that firm must inform the client where that prospectus is made available to the public. Page 182 of 252

14.3A. 5B 14.3A. 5C 14.3A. 6 14.3A. 7 FCA 2025/40 FOS 2025/4 R Where a financial instrument is composed of 2 or more different financial instruments or services, a firm must provide an adequate description of: (1) the legal nature of that financial instrument; (2) the components of that financial instrument; and (3) the way in which the interaction between the components affects the risks of the investment. R (1) Where a financial instrument incorporates a guarantee or capital protection, a firm must provide the client with information about the scope and nature of that guarantee or capital protection. (2) When the guarantee is provided by a third party, the information in (1) must include sufficient detail about the guarantor and the guarantee to enable the client to make a fair assessment of the guarantee. Satisfying the provision rules G (1) Where a firm is required to provide information to a client before the provision of a service, each transaction in respect of the same type of financial instrument should not be considered as the provision of a new or different service. [Note: recital 69 to the MiFID Org Regulation] … Timing of disclosure UK 46(2) Subject to paragraph 2A, investment firms A firm must, provide a R client with the information required by this section in good time before the provision of investment services investment services or ancillary services ancillary services to clients or potential clients, to provide the information required under Articles 47 to 50 a client. 46(2A) Where the agreement to buy or sell a financial instrument is concluded using a means of distance communication, which prevents the delivery of the information on costs and charges before that conclusion: (a) the investment firm must give the client or potential client the option of receiving the information on costs and charges over the telephone before the conclusion of the transaction; and (b) subject to meeting the conditions referred to in paragraph 2B(a) and (b), the investment firm may provide the information on costs and charges to clients in: (i) electronic format; or Page 183 of 252

FCA 2025/40 FOS 2025/4 (ii) where requested by a retail client or potential retail client, on paper, without undue delay after the conclusion of the transaction. 46(2B) The conditions referred to in paragraph 2A(b) are: (a) the client or potential client has requested and consented to receiving the information without undue delay after the conclusion of the transaction; and (b) the investment firm has given the client or potential client the option of delaying the conclusion of the transaction until the client has received the information. [Note: article 46(2), (2A) and (2B) of the MiFID Org Regulation] 14.3A. G The provisions in COBS that reproduce the information requirements 8 contained in articles 47 to 50 of the MiFID Org Regulation are: COBS 6.1ZA.5UK, COBS 6.1ZA.8UK, COBS 6.1ZA.9UK, COBS 6.1ZA.14UK and COBS 14.3A.5UK. [deleted] Medium of disclosure 14.3A. UK 46(3) The information referred to in paragraphs 1 to 2B shall provided in 9 R accordance with the rules in this section must be provided in a durable medium durable medium or by means of a website (where it does not constitute a durable medium durable medium) provided that the conditions specified in Article 3(2) website conditions are satisfied. [Note: article 46(3) of the MiFID Org Regulation] Keeping the client up-to-date 14.3A. 10 UK R (1) 46(4) Investment firms shall A firm must notify a client client in good time about any material change to the information provided under Articles 47 to 50 the rules in this section which is relevant to a service that the firm firm is providing to that client client. (2) That The notification shall in (1) must be given in a durable medium durable medium if the information to which it relates is was given in a durable medium durable medium. [Note: article 46(4) of the MiFID Org Regulation] [Editor’s note: Articles 50 and 51 of the MiFID Org Reg are being preserved without changes. They will be addressed as part of FCA’s separate work on a new disclosure regime for certain retail investment products.] Information provided in relation to units in collective investment undertakings or PRIIPs Page 184 of 252

FCA 2025/40 FOS 2025/4 14.3A.11 UK 51 Investment firms distributing units in collective investment undertakings R or PRIIPs shall additionally inform their clients about any other costs and associated charges related to the product which may have not been included in the UCITS KID or PRIIPs KID and about the costs and charges relating to their provision of investment services in relation to that financial instrument. The requirements in paragraph 1 do not include any costs of manufacturing and managing shares in a closed-ended investment company that is UK￾listed (as that term is defined in Article 2(3) of the PRIIPs Regulation). [Note: article 51 of the MiFID Org Regulation] Record keeping 14.3A.12 G A firm to which SYSC 9 applies is required to keep records of all services, activities and transactions undertaken by it. 14.3A.13 R In complying with the requirements in SYSC 9, a firm to which those rules apply must keep a record of the information provided to each client in compliance with the rules in this section applicable to MiFID, equivalent third country or optional exemption business. … 14 Lifetime ISA information Annex 1 This Annex belongs to COBS 13.3.1R(3) and COBS 14.2.1R(4A). Information which comprises the following: … 4 Projections 4.1 R Where a firm chooses to provide a projection, including a personal projection, in relation to investing in a lifetime ISA in addition to the information in COBS 14 Annex 1 3 (Example outcome of retirement saving by a retail client in a lifetime ISA), a firm must ensure that: … (2) where a firm that communicates a projection for a lifetime ISA in relation to its MiFID or equivalent third country business, the projection complies with the future performance requirements in article 44(6) of the MiFID Org Regulation (see COBS 4.5A.14UK) COBS 4.5A.14R; and … Page 185 of 252

FCA 2025/40 FOS 2025/4 … … 16A Reporting information to clients (MiFID and insurance-based investment products provisions) 16A.1 Application … Effect of provisions marked “UK” for third country investment firms and MiFID optional exemption firms 16A.1.2 R Provisions in this chapter marked “UK” and including a Note (‘Note:’) referring to the MiFID Org Regulation apply in relation to MiFID optional exemption business as if they were rules (see COBS 1.2.2G). [deleted] 16A.1.2A G The effect of GEN 2.2.22AR is that provisions in this chapter marked “UK” also apply in relation to the equivalent business of a third country investment firm as if they were rules. [deleted] 16A.1.3 R [deleted] Application to activities in relation to insurance-based investment products 16A.1.4 R The only rules in this chapter which apply to a firm when carrying on insurance distribution activities in relation to an insurance-based investment product are: (1) those which implemented the IDD; and (2) those which are derived from the IDD Regulation. 16A.1.5 G For the purposes of COBS 16A.1.4R, if a rule implemented a requirement of the IDD or is derived from the IDD Regulation, a note (“Note:”) to that effect follows the relevant rule. 16A.2 General client reporting and record keeping requirements … 16A.2.2 G … 16A.2.3 G A firm to which SYSC 9 applies is required to keep records of all services, activities and transactions undertaken by it. 16A.2.4 R In complying with the requirements in SYSC 9, a firm to which those rules apply must keep a record of each report provided to a client in compliance Page 186 of 252

FCA 2025/40 FOS 2025/4 with the rules in this chapter applicable to MiFID, equivalent third country and optional exemption business. 16A.3 Occasional reporting: MiFID business Execution of orders other than when undertaking portfolio management 16A.3.1 UK (1) 59(1) Investment firms having If a firm has carried out an order on R behalf of a retail client retail client or a professional client professional client, other than for portfolio management, shall, in respect of that order it must: (a) promptly provide the retail client or professional client, as applicable client, in a durable medium durable medium, with the essential information concerning the execution of that order; (b) in the case of a retail client, send a notice to a retail client the client a notice in a durable medium durable medium confirming execution of the order: (i) as soon as possible and no later than the first business day business day following execution; or, (ii) where if the confirmation is received by the investment firm firm from a third party, no later than the first business day business day following receipt of the confirmation from the third party.; and (c) supply the client, on request, with information about the status of their order. (2) Paragraph (1) does not apply to a firm providing a portfolio management service. (3) Point (b) shall Paragraph (1)(b) does not apply where if the confirmation would contain the same information as a confirmation that is to be promptly dispatched to the client client by another person person. (4) Points (a) and (b) shall Paragraphs (1)(a) and (b) do not apply where orders to an order executed on behalf of clients relate a client that relates to bonds a bond funding a mortgage loan agreements agreement with the said clients, in which case the client. The report on the transaction shall must be made at the same time as the terms of the mortgage loan are communicated, but no later than one month after the execution of the order. 59(2) In addition to the requirements under paragraph 1, investment firms shall supply the client, on request, with information about the status of his order. Page 187 of 252

FCA 2025/40 FOS 2025/4 (5) 59(3) In the case of retail client orders If a firm carries out an order for a retail client relating to units units or shares shares in a collective investment undertaking which is part of a series of orders that are executed periodically, investment firms shall it must: (a) either take the action specified in point (b) of paragraph 1 comply with (1)(b) in relation to that order; or (b) provide the retail client client, at least once every six months, with the information listed in paragraph 4 (6) in respect of those transactions. (6) 59(4) The notice referred to in point (b) of paragraph 1 shall required by (1)(b) must include such of the following information as is applicable and, where if relevant, in accordance with the regulatory technical standards on reporting obligations adopted in accordance with Article 26 of Regulation (EU) No 600/2014 MiFID RTS 22: (a) the reporting firm firm identification; (b) the name or other designation of the retail client client; … (e) the type of the order (for example, a limit order, market order or other specific type of order); … (m) a total sum of the commissions and expenses charged and, where the retail client client so requests, an itemised breakdown including, where relevant, the amount of any mark-up or mark-down mark-up or mark-down imposed by the firm where the transaction was executed by an investment firm the firm when dealing on own account, and the investment firm firm owes a duty of best execution to the retail client client; … (o) the retail client’s client’s responsibilities in relation to the settlement of the transaction, including the time limit for payment or delivery as well as the appropriate account details where these details and responsibilities have not previously been notified to the retail client client; and (p) where the retail client’s if the client’s counterparty was the investment firm firm itself or any person person in the investment firm’s group firm’s group or another retail client retail client of the investment firm firm, the fact that this was Page 188 of 252

FCA 2025/40 FOS 2025/4 the case unless the order was executed through a trading system that facilitates anonymous trading. (7) For the purposes of point (k) calculating the unit price in (6)(k), where the order is executed in tranches, the investment firm firm may supply the retail client retail client with information about the price of each tranche or the average price. Where If the average price is provided, the investment firm shall firm must supply the retail client retail client with information about the price of each tranche upon request. (8) 59(5) The investment firm firm may provide the retail client retail client with the information referred to in paragraph 4 (6) using standard codes if it also provides an explanation of the codes used. [Note: article 59 of the MiFID Org Regulation] … Reporting obligations in respect of eligible counterparties 16A.3.5 UK 61 The requirements in articles 46 to 51 and 59 do not apply to services provided to eligible counterparties. [deleted] [Note: article 61 of the MiFID Org Regulation] [Editor’s note: Article 61 of the MiFID Org Reg is now incorporated in the table modifying the application of COBS to eligible counterparty business in COBS 1 Annex 1, Part 1 1.1R.] 16A.4 Periodic reporting Provision by a firm and contents: MiFID business 16A.4.1 UK (1) 60(1) Investments firms which provide the service of portfolio R management to retail clients If a firm is providing a portfolio management service on behalf of a retail client or professional clients shall professional client, it must provide each such client the client with a periodic statement periodic statement of the portfolio management activities carried out on behalf of that client in a durable medium of the portfolio management activities carried out on behalf of that client durable medium, unless such a statement is provided by another person person. (2) 60(2) The periodic statement required under paragraph 1 shall periodic statement must: (a) provide a fair and balanced review of the activities undertaken and of the performance of the client’s portfolio during the reporting period; and Page 189 of 252

FCA 2025/40 FOS 2025/4 (b) shall include, where relevant, the following information to retail clients in the case of a retail client, include such of the following information as is applicable: (a) the name of the investment firm firm; (i) (b) the name or other designation of the client’s client’s (ii) account; (c) a statement of the contents and the valuation of the (iii) portfolio, including details of: (A) each financial instrument financial instrument held, its market value, or fair value if market value is unavailable; (B) and the cash balance at the beginning and at the end of the reporting period,; and (C) the performance of the portfolio during the reporting period; (d) the total amount of fees fees and charges incurred (iv) during the reporting period, itemising at least total management fees fees and total costs associated with execution, and including, where relevant, a statement that a more detailed breakdown will be provided on request; (e) a comparison of performance during the period (v) covered by the statement with the investment performance benchmark (if any) agreed between the investment firm firm and the client client; (f) the total amount of dividends, interest and other (vi) payments received during the reporting period in relation to the client’s client’s portfolio; (g) information about other corporate actions giving rights (vii) in relation to financial instruments financial instruments held in the portfolio; (h) for each transaction executed during the period, such (viii) of the information referred to in Article 59(4)(c) to (l) where relevant COBS 16A.3.1R(6)(c) to (l) as is applicable, unless the client client elects to receive information about executed transactions on a Page 190 of 252

FCA 2025/40 FOS 2025/4 transaction-by-transaction basis, in which case paragraph 4 of this Article shall apply (4) applies. (3) 60(3) The periodic statement referred to in paragraph 1 shall periodic statement in (1) must be provided to retail clients a retail client once every three 3 months, except in the following cases: (a) where if the investment firm firm: (i) provides its retail clients the client with access to an online system, which qualifies as a durable medium, durable medium, and provides the client with easy access to: (A) where up-to-date valuations of the client’s client’s portfolio can be accessed; and (B) where the client can easily access the information required by Article 63(2) specified in COBS 16A.5.1R(3); and (ii) the firm has evidence that the client client has accessed a valuation of their portfolio at least once during the relevant quarter; (b) in cases where paragraph 4 applies, the periodic statement the periodic statement must be provided at least once every 12 months; if: (i) the retail client elects to receive information about executed transactions on a transaction-by-transaction basis (COBS 16A.4.1R(4)); and (ii) there are no transactions in: (A) financial instruments covered by paragraphs 4 to 11 of Part 1 of Schedule 2 to the Regulated Activities Order; or (B) securities giving the right to acquire or sell a transferable security or giving rise to a cash settlement determined by reference to transferable securities, currencies, interest rates or yields, commodities or other indices or measures; (c) where if the agreement between an investment firm the firm and a retail client the retail client for a portfolio management service portfolio management authorises a leveraged portfolio, the periodic statement periodic statement must be provided at least once a month. Page 191 of 252

FCA 2025/40 FOS 2025/4 The exception provided for in point (b) shall not apply in the case of transactions in financial instruments covered by Article 2(1)(24)(c) of Regulation (EU) No 600/2014 or paragraphs 4 to 11 of Part 1 of Schedule 2 to the Regulated Activities Order. (4) 60(4) Investment firms, in cases where the retail client If a retail client elects to receive information about executed transactions on a transaction-by-transaction basis, shall the firm must: (a) provide promptly to the retail client, on the execution of a transaction by the portfolio manager, promptly provide to the retail client the essential information concerning that transaction in a durable medium. durable medium; and (b) The investment firm shall unless the confirmation would contain the same information as a confirmation that is to be promptly dispatched to the retail client by another person, send the retail client retail client a notice confirming the transaction and containing the information referred to in Article 59(4) COBS 16A.3.1R(6): (i) no later than the first business day business day following that execution; or, (ii) where if the confirmation is received by the investment firm firm from a third party, no later than the first business day business day following receipt of the confirmation from the third party. The second subparagraph shall not apply where the confirmation would contain the same information as a confirmation that is to be promptly dispatched to the retail client by another person. [Note: article 60 of the MiFID Org Regulation] 16A.4.2 G In accordance with COBS 2.4.9R, a firm may dispatch a periodic statement (as required by article 60(1) of the MiFID Org Regulation, see COBS 16A.4.1UK COBS 16A.4.1R) to an agent, other than the firm or an associate of the firm, nominated by the client in writing. … Additional reporting obligations for portfolio management or contingent liability transactions 16A.4.3 UK 62(1) Investment firms providing the service of portfolio management to a retail client must inform the client where the overall value of the portfolio, as evaluated at the beginning of each reporting period, depreciates by 10% and thereafter at multiples of 10%, no later than the end of the business day Page 192 of 252

FCA 2025/40 FOS 2025/4 in which the threshold is exceeded or, in a case where the threshold is exceeded on a non-business day, the close of the next business day. 62(2) Investment firms that hold a retail client account that includes positions in leveraged financial instruments or contingent liability transactions shall inform the client, where the initial value of each instrument depreciates by 10% and thereafter at multiples of 10%. Reporting under this paragraph should be on an instrument-by-instrument basis, unless otherwise agreed with the client, and shall take place no later than the end of the business day in which the threshold is exceeded or, in a case where the threshold is exceeded on a non-business day, the close of the next business day. [Note: article 62 of the MiFID Org Regulation] [deleted] Guidance on contingent liability transactions 16A.4.4 G ... [Note: recital 96 to the MiFID Org Regulation] Guidance on contingent liability transactions … 16A.5 Statements of client financial instruments or client funds 16A.5.1 UK (1) 63(1) Investment firms A firm that hold client financial instruments R holds financial instruments or client funds shall client money for a client must send that client, at least on a quarterly basis, to each client for whom they hold financial instruments or funds, a statement in a durable medium durable medium of those financial instruments financial instruments or funds client money, unless: (a) such a statement: (i) has been provided in any other periodic statement. a periodic statement; or (ii) Upon client request, firms shall has been requested more frequently by a client, in which case the firm must provide such statement it more frequently at a commercial cost.; or (b) the firm: (i) provides the client with access to an online system, which qualifies as a durable medium, where the client can easily access up-to-date statements of their financial instruments or client money; and Page 193 of 252

FCA 2025/40 FOS 2025/4 (ii) has evidence that the client has accessed an up-to-date statement at least once during the relevant quarter. (2) The first subparagraph shall not apply to a credit institution that is a CRR firm as defined in Article 4(1)(2A) of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions and investment firms A UK credit institution need not send a statement in respect of deposits within the meaning of Article 2(1)(23A) of Regulation (EU) No 600/2014 held by that institution MiFIR held by it. (3) 63(2) The statement of client assets referred to in paragraph 1 shall (1) must include the following information: (a) details of all the financial instruments financial instruments or funds client money held by the investment firm firm for the client client at the end of the period covered by the statement; (b) the extent to which any client financial instruments financial instruments or client funds client money have been the subject of securities financing transactions securities financing transactions; (c) the extent of any benefit that has accrued to the client client by virtue of participation in any securities financing transactions securities financing transactions, and the basis on which that benefit has accrued; (d) a clear indication of the assets or funds client money which are subject to the rules of the UK law on markets in financial instruments rules in CASS relating to MiFID business and those that are not, such as those that are subject to Title Transfer Collateral Agreement title transfer collateral arrangements and excluded either from the custody rules as a result of CASS 6.1.6R(3) or from the client money rules as a result of CASS 7.11.1R(4); (e) a clear indication of which assets are affected by some any peculiarities in their ownership status, for instance due to a security interest; and (f) the market or estimated value, when the market value is not available, of the financial instruments financial instruments included in the statement with a clear indication of the fact that the absence of a market price is likely to be indicative of a lack of liquidity. The evaluation of the estimated value shall must be performed by the firm firm on a best effort basis. (4) In cases where the portfolio of a client client includes the proceeds of one or more unsettled transactions, the information referred to in point (a) (3)(a) may be based either on the trade date or the Page 194 of 252

FCA 2025/40 FOS 2025/4 settlement date, provided that the same basis is applied consistently to all such information in the statement. The periodic statement of client assets referred to in paragraph 1 shall not be provided where the investment firm provides its clients with access to an online system, which qualifies as a durable medium, where up-to-date statements of client’s financial instruments or funds can be easily accessed by the client and the firm has evidence that the client has accessed this statement at least once during the relevant quarter. (5) 63(3) Investment firms A firm which hold financial instruments holds financial instruments or funds client money and which carry out the service of portfolio management provides a portfolio management service for a client client may include the statement of client assets referred to in paragraph 1 (1) in the periodic statement periodic statement it provides to that client pursuant to Article 60(1) client. [Note: article 63 of the MiFID Org Regulation] … 18 Specialist Regimes … 18.5 Residual CIS operators and small authorised UK AIFMs … General modifications … 18.5.3A G (1) COBS 1.2 (Markets in Financial Instruments Directive) contains modifications to the text of the MiFID Org Regulation where this is applied as rules to firms that are not subject to those provisions directly. (2) These modifications apply to COBS 11.3 (Client order handling), which is applied in the table at COBS 18.5.2R. [deleted] … 18.5B UCITS management companies … General modifications … Page 195 of 252

FCA 2025/40 FOS 2025/4 18.5B.5 G (1) COBS 1.2 (Markets in Financial Instruments Directive) contains modifications to the text of the MiFID Org Regulation where this is applied as rules to firms that are not subject to those provisions directly. (2) These modifications apply to the following sections that are applied in the table in COBS 18.5B.2R: (a) COBS 11.3 (Client order handling); and (b) COBS 11 Annex 1EU (Regulatory technical standard 28). [deleted] … 18.8A OPS firms … Interpretation and general modifications 18.8A.2 R Where a COBS rule specified in this section applies to an OPS firm, the following modifications apply: (1) a reference to: … (b) “investment firm” is to be construed as a reference to an OPS firm; and (2) if an OPS firm is required by a COBS rule specified in this section to provide information to, or obtain consent from, a client, that firm must ensure that the information is provided to, or consent obtained from, each of the trustees of the occupational pension scheme or welfare trust for whom that firm is acting; and. (3) subject to the modifications in COBS 18.8A.6 R, COBS 18.8A.15R(4) and COBS 18.8A.16R(4), COBS 1.2.3R (References in COBS to the MiFID Org Regulation) applies where a COBS provision marked “UK” applies to an OPS firm. [deleted] … Best execution … 18.8A.14 R The provisions in COBS 11.2A (Best execution – MiFID provisions) marked “UK” and COBS 11 Annex 1UK (Regulatory Technical Standard Page 196 of 252

FCA 2025/40 FOS 2025/4 28) apply to an OPS firm to which (1) applies as if they were rules. [deleted] Modification of best execution rules 18.8A.15 R … (2) The requirement in COBS 11.2A.34UK (see article 65(6) of the MiFID Org Regulation) COBS 11.2A.34R to make public for each class of financial instruments: (a) the top five investment firms used by an OPS firm to execute client orders; and (b) information on the quality of execution obtained, applies in accordance with (3). … (4) In COBS 11.2A, a reference to: … (b) “portfolio management” in COBS 11.2A.34UK (see article 65(1) of the MiFID Org Regulation) COBS 11.2A.34R is to be construed as a reference to OPS activity falling within the scope of COBS 18.8A.13R and which involves the OPS firm placing orders with other entities for execution that result from decisions by the OPS firm to deal in financial instruments on behalf of its client; and … Client order handling 18.8A.16 R … (2) The provisions in COBS 11.3 (Client order handling) marked “UK” apply to an OPS firm as if they were rules. [deleted] … … Sch 1 Record keeping requirements Sch 1.1 G The aim of the guidance in the following table in COBS Sch 1.3G is to give the reader a quick overall view of the relevant record keeping requirements. Page 197 of 252

FCA 2025/40 FOS 2025/4 … Sch 1.2A G (1) A MiFID investment firm, third country investment firm or MiFID optional exemption firm should refer to the requirements on record keeping in the MiFID Org Regulation this sourcebook and SYSC 9. In particular, Annex I to the MiFID Org Regulation contains a minimum list of records to be kept by those firms to which it applies. [Note: article 72 of the MiFID Org Regulation] … Sch 1.3 G Handbook reference Subject of record Contents of record When record must be made Retention period COBS 2.2A.7R Information before providing services Information provided to clients COBS 2.3.17R (1) … … … … … COBS 2.3A.32R … … … … COBS 2.3A.34A Inducements Information provided to clients … COBS 4.11.5R … … … … COBS 4.11A.3R Communications to clients Each communication to a client. Page 198 of 252

FCA 2025/40 FOS 2025/4 Each marketing communication issued by the firm (other than in oral form). … COBS 4.12A.11R (5) COBS 4.12B.21R (5) … … … … COBS 6.1ZA.25 R Information about the firm and compensation information (MiFID business) Information provided to clients about the firm and compensation information … COBS 6.1C.21R … … … … COBS 6.2B.40B R Describing advice services Information provided to clients … COBS 9A.4.1G … … … … COBS 9A.4.2AR Suitability record (MiFID business) Records of suitability assessments and information provided to clients; time/date of advice provided; financial Page 199 of 252

FCA 2025/40 FOS 2025/4 instrument recommended; suitability report … COBS 10A.7.2U K COBS 10A.7.2R Appropriateness (MiFID provisions) Records of appropriateness assessments including the results of such assessments and any warnings given to clients Date of assess￾ment At least 5 years COBS 10A.7.2A R … … … … COBS 11.3.15R Client order handling – aggregated transactions, aggregation and allocation of transactions for own account Records the firm is required to make under COBS 11.3.2AR to COBS 11.3.13G … COBS 11.5A.4U K COBS 11.5A.2R Client orders Initial orders from clients and decisions to deal Immedia￾tely At least 5 years COBS 11.5A.5U K COBS 11.5A.3R Client orders Transactions and order processing Immedia￾tely At least 5 years … COBS 11.7A.5U K COBS 11.7A.5R Personal account dealing (MiFID provisions) A record of any personal transaction notified or identified, Date of notifica￾tion, identifica￾At least 5 years Page 200 of 252

FCA 2025/40 FOS 2025/4 including any authorisation or prohibition tion or decision … COBS 11A.1.9U K COBS 11A.1.9R Underwriting and placing Content and timing of instructions received from clients and allocation decisions Date of receipt of instruc￾tions or of allocation decision 5 years COBS 12.2.25R Investment research Records the firm is required to make under COBS 12 (Investment Research) COBS 14.3A.13R Information about financial instruments (MiFID business) Information provided to clients about financial instruments … COBS 16.3.11R … … … … COBS 16A.2.4R Reporting information to clients (MiFID business) Records of reports provided to clients COBS 16A.3.1U K COBS 16A.3.1R Confirmation to clients (MiFID provisions) A copy of a confirmation From date of despatch to client At least 5 years COBS 16A.4.1U K COBS 16A.4.1R Periodic statements (MiFID provisions) A copy of a periodic statement sent to a client From date of despatch to client At least 5 years Page 201 of 252

FCA 2025/40 FOS 2025/4 … … Sch 5 Rights of action for damages … Sch 5.2 G If a "Yes" appears in the column headed "For private person?", the rule may be actionable by a "private person" under section 138D (or, in certain circumstances, his fiduciary or representative; see article 6(2) and (3)(c) of the Financial Services and Markets Act 2000 (Rights of Action) Regulations 2001 (SI 2001/2256)). A "Yes" in the column headed "Removed" indicates that the FCA has removed the right of action under section 150(2) 138D(3) of the Act. If so, a reference to the rule in which it is removed is also given. … Sch 5.4 G Right of action under section 138D Chapter/ Appendix Section/ Annex Paragraph For private person? Removed? For other person? … The fair, clear and not misleading rule Yes In part (Note 1) No Any rule in COBS which imposes a requirement to keep a record for the purpose of complying with SYSC 9 No Yes (COBS 1.1.7R) No … Part 2: Comes into force on 19 January 2026 Page 202 of 252

14 FCA 2025/40 FOS 2025/4 Providing product information to clients … 14.3A Information about financial instruments (MiFID provisions) … Providing a description of the nature and risks of financial instruments … 14.3A.5 R If a firm provides a retail client with information about a financial A instrument that is the subject of a current offer to the public offer of transferable securities to the public and a prospectus has been published in connection with that offer in accordance with the Prospectus Regulation rules in PRM, that firm must inform the client where that prospectus is made available to the public. … TP2 Other Transitional Provisions (1) (2) (3) (4) (5) (6) Material to which the transitional provision applies Transitional provision Transitional provision: dates in force Handbook provisions: coming into force … 2.6B … … … … … 2.6C COBS 14.3A.5AR R If a firm provides a retail client with information about a financial instrument that is the subject of a current offer of transferable securities to the public and a prospectus has been published before 19 January 2026 in connection with that offer in accordance with the Prospectus Regulation, that firm From 19 January 2026 19 January 2026 Page 203 of 252

FCA 2025/40 FOS 2025/4 must inform the retail client where that prospectus is made available to the public. … Page 204 of 252

FCA 2025/40 FOS 2025/4 Annex G Amendments to the Banking: Conduct of Business sourcebook (BCOBS) In this Annex, underlining indicates new text and striking through indicates deleted text. 1 Application … 1 Annex 1 Structured deposit business Application of BCOBS to firms selling structured deposits 1.1 R The BCOBS provisions shown below do not apply to a MiFID investment firm, a third country investment firm or a MiFID optional exemption firm in relation to the sale of structured deposits subject to the rules specified in COBS 1.1.1AR(2) COBS 1.1.1AR(1). … … 1.3 G A MiFID investment firm, a third country investment firm or a MiFID optional exemption firm that sells structured deposits should consider COBS 1.1.1AR to COBS 1.1.1ABR COBS 1.1.1AER. These rules specify how certain provisions in COBS apply to a firm in relation to the sale of structured deposits. … Page 205 of 252

FCA 2025/40 FOS 2025/4 Annex H Amendments to Client Assets sourcebook (CASS) In this Annex, underlining indicates new text and striking through indicates deleted text. 3 Collateral … 3.2 Requirements Application … 3.2.4 G When appropriate, firms that enter into the arrangements with retail clients covered in this chapter will be expected to identify in the statement of custody assets sent to the client in accordance with COBS 16.4 (Statements of client designated investments or client money), article 63 of the MiFID Org Regulation (see COBS 16A.5 (Statements of client financial instruments or client funds) or CASS 9.5 (Reporting to clients on request) details of the assets which form the basis of the arrangements. Where the firm utilises global netting arrangements, a statement of the assets held on this basis will suffice. … 7 Client money rules … 7.13 Segregation of client money … Client bank accounts … 7.13.14 R A firm may only use one or more client bank accounts under CASS A 7.13.13R(3A)(b) if: (1) prior to using any such client bank accounts, it: … (b) provides each of its clients with a written explanation of the risks that arise as a result of the longer notice period for withdrawals that: Page 206 of 252

FCA 2025/40 FOS 2025/4 … (ii) in respect of the medium of the explanation, satisfies whichever of COBS 6.1.13R (Medium of disclosure) or COBS 6.1ZA.19EU COBS 6.1ZA.19R (Medium of disclosure) applies to the firm in respect of its obligations to provide information to the client; and … … 9 Information to clients … 9.4 Information to clients concerning custody assets and client money … 9.4.2A R (1) Firms to which COBS 6.1ZA (Information about the firm and compensation information (MiFID and insurance distribution provisions)) applies are reminded of the requirements under article 49 of the MiFID Org Regulation (which are directly applicable to some firms and which are also applied to firms in other circumstances under COBS 6.1ZA.3R) COBS 6.1ZA.9R to provide certain information to a client when the firm is holding the client’s financial instruments or funds (see COBS 6.1ZA.9EU COBS 6.1ZA.9R) and the requirement under COBS 6.1ZA.10AR when a firm doing insurance distribution activities is holding client money and has elected to comply with the client money chapter. (2) COBS 6.1ZA (Information about the firm and compensation information (MiFID and insurance distribution provisions)) applies to a firm in relation to its MiFID, equivalent third country or optional exemption business or its insurance distribution activities for a client. 9.4.2B R A firm to which COBS 6.1ZA applies that holds custody assets or client money must, in relation to its business for which COBS 6.1ZA applies: (1) provide the information referred to in paragraphs 2 to 7 of article 49 of the MiFID Org Regulation COBS 6.1ZA.9R for any custody asset that the firm may hold for a client, including: (a) any custody asset which is a designated investment but not a financial instrument; and (b) any custody asset which is neither a designated investment nor a financial instrument; and Page 207 of 252

FCA 2025/40 FOS 2025/4 (2) provide the information in (1) to each of its clients. … 9.4.4 G (1) Firms are reminded of their obligation, under COBS 4.2.1R, to be fair, clear and not misleading in their communications with clients. (2) Firms are also reminded of the requirements in respect of communications made to retail clients under COBS 4.5 and clients under article 44 of the MiFID Org and COBS 4.5A (as applicable). 9.5 Reporting to clients on request … 9.5.2 G Firms are reminded that the requirements in COBS 16.4, article 63 of the MiFID Org Regulation and COBS 16A.4 and COBS 16A.5.1R only set out the minimum frequency at which firms must report to their clients on their holdings of designated investments and/or client money. Firms may choose to report to their clients more frequently. … 9.5.4A R (1) Firms to which COBS 16A applies are reminded of the requirements under article 63 of the MiFID Org Regulation (which are directly applicable to some firms and which are also applied to firms in other circumstances under COBS 16A.1.2R) COBS 16A.5.1R in relation to quarterly statements when the firm is holding a client’s financial instruments or funds client money (see COBS 16A.4.1EU COBS 16A.4.1R and COBS 16A.5.1EU COBS 16A.5.1R). … … 9.5.4C G A firm to which COBS 16A applies may combine the statement required under CASS 9.5.4BR with a statement issued in response to a request made under the last sentence of the first sub-paragraph of article 63(1) of the MiFID Org Regulation COBS 16A.5.1R(1)(a)(ii). … 9.5.9 G Firms are reminded that under CASS 3.2.4G firms that enter into arrangements with retail clients covered by CASS 3 (Collateral) should, when appropriate, identify in any statement of custody assets sent to the client under COBS 16.4 (Statements of client designated investments or client money), article 63 of the MiFID Org Regulation COBS 16A.5.1R or COBS 16A.4 (as applicable) or this section the details of the assets which form the basis of that collateral arrangement. Page 208 of 252

FCA 2025/40 FOS 2025/4 Annex I Amendments to the Market Conduct sourcebook (MAR) In this Annex, underlining indicates new text and striking through indicates deleted text, unless otherwise stated. Insert the following new Annex, MAR 1 Annex 3R, after MAR 1 Annex 2UK (Accepted Market Practices). The text is not underlined. 1 Requirement for operators of trading venues to inform the FCA immediately Annex 3R 1 Signals that may indicate significant infringements of the rules of a trading venue or disorderly trading conditions or system disruptions in relation to a financial instrument Significant infringements of the rules of a trading venue (1) Market participants infringe rules of the trading venue which aim to protect the market integrity, the orderly functioning of the market or the significant interests of the other market participants. (2) A trading venue considers that an infringement is of sufficient severity or impact to justify consideration of disciplinary action. Disorderly trading conditions (3) The price discovery process is interfered with over a significant period of time. (4) The capacities of the trading system are reached or exceeded. (5) Market makers or liquidity providers repeatedly claim mis-trades. (6) Breakdown or failure of critical mechanisms under paragraphs 3 to 3F of the Schedule to the Recognition Requirements Regulations, and MAR 5.3A and MAR 5.5A, which are designed to protect the trading venue against the risks of algorithmic trading. System disruptions (7) Any major malfunction or breakdown of the system for market access that results in participants losing their ability to enter, adjust or cancel their orders. (8) Any major malfunction or breakdown of the system for the matching of transactions that results in participants losing certainty over the status of completed transactions or live orders as well as Page 209 of 252

FCA 2025/40 FOS 2025/4 unavailability of information indispensable for trading (eg, index value dissemination for trading certain derivatives on that index). (9) Any major malfunction or breakdown of the systems for the dissemination of pre- and post-trade transparency and other relevant data published by trading venues. (10) Any major malfunction or breakdown of the systems of the trading venue to monitor and control the trading activities of the market participants; and any major malfunction or breakdown in the sphere of other interrelated services providers, in particular central counterparties and central securities depositories that has repercussions on the trading system. 2 Signals that may indicate abusive behaviour under the Market Abuse Regulation Signals of possible insider dealing or market manipulation (1) Unusual concentration of transactions and/or orders to trade in a particular financial instrument with one member or participant or between certain members or participants. (2) Unusual repetition of a transaction among a small number of members or participants over a certain period of time. Signals of possible insider dealing (3) Unusual and significant trading or submission of orders to trade in the financial instruments of a company by certain members or participants before the announcement of important corporate events or of price sensitive information relating to the company, and orders to trade or transactions resulting in sudden and unusual changes in the volume of orders or transactions and/or prices before public announcements regarding the financial instrument in question. (4) Orders to trade are given or transactions are undertaken by a market member or participant before or immediately after that member or participant or persons publicly known as linked to that member or participant produce or disseminate research or investment recommendations that are made publicly available. Signals of possible market manipulation The signals described in (18) to (23) are particularly relevant in an automated trading environment. (5) Orders to trade given or transactions undertaken which represent a significant proportion of the daily volume of transactions in the relevant financial instrument on the trading venue concerned, in Page 210 of 252

FCA 2025/40 FOS 2025/4 particular when these activities lead to a significant change in the price of the financial instruments. (6) Orders to trade given or transactions undertaken by a member or participant with a significant buying or selling interest in a financial instrument which lead to significant changes in the price of the financial instrument on a trading venue. (7) Orders to trade given or transactions undertaken which are concentrated within a short time span in the trading session and lead to a price change which is subsequently reversed. (8) Orders to trade given which change the representation of the best bid or offer prices in a financial instrument admitted to trading or traded on a trading venue, or more generally the representation of the order book available to market participants, and are removed before they are executed. (9) Transactions or orders to trade by a market participant with no other apparent justification than to increase or decrease the price or value of, or to have a significant impact on the supply of, or demand for, a financial instrument, namely near the reference point during the trading day, eg, at the opening or near the close. (10) Buying or selling of a financial instrument at the reference time of the trading session (eg, opening, closing, settlement) in an effort to increase, to decrease or to maintain the reference price (eg, opening price, closing price, settlement price) at a specific level (usually known as ‘marking the close’). (11) Transactions or orders to trade which have the effect of, or are likely to have the effect of, increasing or decreasing the weighted average price of the day or of a period during the session. (12) Transactions or orders to trade which have the effect of, or are likely to have the effect of, setting a market price when the liquidity of the financial instrument or the depth of the order book is not sufficient to fix a price within the session. (13) In the case of execution of a transaction, changing the bid-offer prices when this spread is a factor in the determination of the price of another transaction whether or not on the same trading venue. (14) Entering orders representing significant volumes in the central order book of the trading system a few minutes before the price determination phase of the auction and cancelling these orders a few seconds before the order book is frozen for computing the auction price so that the theoretical opening price might look higher or lower than it otherwise would do. Page 211 of 252

FCA 2025/40 FOS 2025/4 (15) Engaging in a transaction or series of transactions which are shown on a public display facility to give the impression of activity or price movement in a financial instrument (usually known as ‘painting the tape’). (16) Transactions carried out as a result of the entering of buy and sell orders to trade at, or nearly at, the same time, with a very similar quantity and similar price, by the same or different but colluding market members or participants (usually known as ‘improper matched orders’). (17) Transactions or orders to trade which have the effect of, or are likely to have the effect of, bypassing the trading safeguards of the market (eg, as regards volume limits, price limits, bid/offer spread parameters, etc). (18) Entering of orders to trade or a series of orders to trade, executing transactions or series of transactions likely to start or exacerbate a trend and to encourage other participants to accelerate or extend the trend in order to create an opportunity to close out or open a position at a favourable price (usually known as ‘momentum ignition’). (19) Submitting multiple or large orders to trade often away from the touch on one side of the order book in order to execute a trade on the other side of the order book. Once that trade has taken place, the manipulative orders will be removed (usually known as ‘layering and spoofing’). (20) Entry of small orders to trade in order to ascertain the level of hidden orders and particularly used to assess what is resting on a dark platform (usually know as a ‘ping order’). (21) Entry of large numbers of orders to trade and/or cancellations and/or updates to orders to trade so as to create uncertainty for other participants, slowing down their process and to camouflage their own strategy (usually known as ‘quote stuffing’). (22) Posting of orders to trade, to attract other market members or participants employing traditional trading techniques (‘slow traders’), that are then rapidly revised onto less generous terms, hoping to execute profitably against the incoming flow of ‘slow traders’ orders to trade (usually known as ‘smoking’). (23) Executing orders to trade or a series of orders to trade, in order to uncover orders of other participants, and then entering an order to trade to take advantage of the information obtained (usually known as ‘phishing’). (24) The extent to which, to the best knowledge of the operator of a trading venue, orders to trade given or transactions undertaken show Page 212 of 252

FCA 2025/40 FOS 2025/4 evidence of position reversals in a short period and represent a significant proportion of the daily volume of transactions in the relevant financial instrument on the trading venue concerned, and might be associated with significant changes in the price of a financial instrument admitted to trading or traded on the trading venue. Signals for cross-product market manipulation, including across trading venues The signals described below are particularly relevant to the operator of a trading venue where both a financial instrument and related financial instruments are admitted to trading or traded or where the above-mentioned instruments are traded on several trading venues operated by the same operator. (25) Transactions or orders to trade which have the effect of, or are likely to have the effect of increasing, decreasing or maintaining the price of a financial instrument during the days preceding the issue, optional redemption or expiry of a related derivative or convertible. (26) Transactions or orders to trade which have the effect of, or are likely to have the effect of, maintaining the price of the underlying financial instrument below or above the strike price, or other element used to determine the pay-out (eg, barrier) of a related derivative at expiration date. (27) Transactions which have the effect of, or are likely to have the effect of, modifying the price of the underlying financial instrument so that it surpasses or does not reach the strike price, or other element used to determine the pay-out (eg, barrier) of a related derivative at expiration date. (28) Transactions which have the effect of, or are likely to have the effect of, modifying the settlement price of a financial instrument when this price is used as a reference or determinant, namely, in the calculation of margins requirements. (29) Orders to trade given or transactions undertaken by a member or participant with a significant buying or selling interest in a financial instrument which lead to significant changes in the price of the related derivative or underlying asset admitted to trading on a trading venue. (30) Undertaking trading or entering orders to trade in one trading venue or outside a trading venue (including entering indications of interest) with a view to improperly influencing the price of a related financial instrument in another or in the same trading venue or outside a trading venue (usually known as ‘cross-product manipulation’). Page 213 of 252

FCA 2025/40 FOS 2025/4 (31) Creating or enhancing arbitrage possibilities between a financial instrument and another related financial instrument by influencing reference prices of one of the financial instruments can be carried out with different financial instruments (eg, rights or shares, cash markets or derivatives markets, warrants or shares, etc). In the context of rights issues, it could be achieved by influencing the (theoretical) opening or (theoretical) closing price of the rights. Amend the following as shown. 5 Multilateral trading facilities (MTFs) … 5.6 Reporting requirements 5.6.1 R A firm must: … (2) supply the information required under this rule without delay to the FCA and any other authority competent for the investigation and prosecution of market abuse; and (3) provide full assistance to the FCA, and any other authority competent for the investigation and prosecution of market abuse, in its investigation and prosecution of market abuse occurring on or through the firm’s systems.; (4) when assessing whether the requirement to inform the FCA immediately of significant infringements of the rules of its trading venue, or disorderly trading conditions or system disruptions in relation to a financial instrument applies, consider the signals listed in MAR 1 Annex 3R 1; and (5) when assessing whether the requirement to immediately inform the FCA of conduct that may indicate behaviour that is prohibited under the Market Abuse Regulation applies, consider the signals listed in MAR 1 Annex 3R 2. 5.6.1A R (1) A firm operating one or several trading venues where a financial instrument and/or related financial instrument are traded must apply a proportionate approach and exercise judgement on the signals triggered, including any relevant signals not specifically included in MAR 1 Annex 3R 2, before informing the FCA, taking into account the following: (a) the deviations from the usual trading pattern of the financial instruments admitted to trading or traded on its trading venue; and Page 214 of 252

FCA 2025/40 FOS 2025/4 (b) the information available or accessible to the firm, whether that be internally as part of the operations of the trading venue or publicly available. (2) (a) A firm operating one or several trading venues must also take into account front running behaviours, which consist in a market member or participant trading, for its own account, ahead of its client. (b) For the purposes of (a), a firm must use the order book data required to be recorded by the trading venue pursuant to Article 25 of MiFIR (Obligation to maintain records) – in particular, those relating to the way the member or participant conducts its trading activity. [Note: article 31(2) of MiFID and articles 81 and 82 of the MiFID Org Regulation] … 5.6.3 R … 5.6.4 G (1) For the purposes of the signals referred to in MAR 1 Annex 3R, references to ‘order to trade’ should encompass all types of orders, including initial orders, modifications, updates and cancellations of orders, irrespective of whether or not they have been executed and irrespective of the means used to access the trading venue. (2) The list of signals of insider dealing and market manipulation is neither exhaustive nor determinative of market abuse or attempts of market abuse, as each of the signals may not necessarily constitute market abuse or attempts of market abuse per se. Transactions or orders to trade meeting one or more signals may be conducted for legitimate reasons or in compliance with the rules of the trading venue. 5.6A Suspension and removal of financial instruments 5.6A.1 R … [Note: article 32 of MiFID, article 80 of the MiFID Org Regulation, MiFID RTS 18 and MiFID ITS 2] 5.6A.2 R (1) For the purposes of MAR 5.6A.1R(1), a suspension or a removal from trading of a financial instrument will be likely to cause significant damage to investors’ interests or the orderly functioning of the market in at least the following circumstances: (a) where it would create a systemic risk undermining financial stability, such as where the need exists to unwind a dominant market position, or where settlement obligations would not be met in a significant volume; Page 215 of 252

FCA 2025/40 FOS 2025/4 (b) where the continuation of trading on the market is necessary to perform critical post-trade risk management functions when there is a need for the liquidation of financial instruments due to the default of a clearing member under the default procedures of a CCP and a CCP would be exposed to unacceptable risks as a result of an inability to calculate margin requirements; (c) where the financial viability of the issuer would be threatened, such as where it is involved in a corporate transaction or capital raising. (2) For the purposes of determining whether a suspension or a removal is likely to cause significant damage to the investor’s interest or the orderly functioning of the markets in any particular case, a firm must consider all relevant factors, including: (a) the relevance of the market in terms of liquidity where the consequences of the actions are likely to be more significant where those markets are more relevant in terms of liquidity than in other markets; (b) the nature of the envisaged action where actions with a sustained or lasting impact on the ability of investors to trade a financial instrument on trading venues, such as removals, are likely to have a greater impact on investors than other actions; (c) the knock-on effects of a suspension or removal of sufficiently related derivatives, indices or benchmarks for which the removed or suspended instrument serves as an underlying or constituent; (d) the effects of a suspension on the interests of market end users who are not financial counterparties, such as entities trading in financial instruments to hedge commercial risks. (3) A firm must also take into account the factors set out in MAR 5.6A.2R(2) when deciding not to suspend or remove a financial instrument on the basis of circumstances other than those specified in MAR 5.6A.2R(1). … 5.10 Operation of an SME growth market Registering an MTF as an SME growth market … 5.10.2 R … 5.10.2 R For the purposes of MAR 5.10.2R, a firm must: A Page 216 of 252

FCA 2025/40 FOS 2025/4 (1) determine whether at least 50% of the issuers admitted to trading on an MTF are SMEs on the basis of a calculation of the average ratio of SMEs over the total number of issuers whose financial instruments are admitted to trading on that market; (2) calculate the average ratio on 31 December of the previous calendar year as the average of the 12 end-of-month ratios of that calendar year; and (3) demonstrate that the MTF: (a) has established and applies rules providing for objective and transparent criteria for the initial and ongoing admission to trading of issuers on its venue; (b) has an operating model which is appropriate for the performance of its functions and ensures the maintenance of fair and orderly trading in the financial instruments admitted to trading on its venue; (c) has established and applies rules that require an issuer seeking admission of its financial instruments to trading on the MTF to publish an appropriate admission document as required by the rules of the operator of the MTF, drawn up under the responsibility of the issuer and clearly stating whether or not it has been approved or reviewed and by whom; (d) has established and applies rules that define the minimum content of the admission document referred to in (c), in such a way that sufficient information is provided to investors to enable them to make an informed assessment of the financial position and prospects of the issuer, and the rights attaching to its securities; (e) requires the issuer to state, in the admission document referred to in (c), whether or not, in its opinion, its working capital is sufficient for its present requirements or, if not, how it proposes to provide the additional working capital needed; (f) has made arrangements for the admission document referred to in (c) to be subject to an appropriate review of its completeness, consistency and comprehensibility; (g) requires the issuers whose securities are traded on its venue to publish annual financial reports within 6 months after the end of each financial year, and half yearly financial reports within 4 months after the end of the first 6 months of each financial year; (h) ensures dissemination to the public of admission documents referred to in (c), financial reports referred to in (g) and information defined in Article 7(1) of the Market Abuse Regulation (Authorisation of deferred publication) publicly disclosed by the issuers whose securities are traded on its venue, Page 217 of 252

FCA 2025/40 FOS 2025/4 by publishing them on its website, or providing a direct link to the page of the website of the issuers where such documents, reports and information are published; (i) ensures that the regulatory information referred to in (h) and direct links remain available on its website for a period of at least 5 years; (j) requires issuers seeking admission of their shares to trading on its venue for the first time to allocate a minimum amount of their issued shares available for trading on the MTF, in accordance with a threshold to be established by the operator of the MTF and expressed either as an absolute value or as a percentage of the total issued share capital. 5.10.2 G Transitional provisions in relation to MAR 5.10.2AR(3)(c) and (h) are set out in AA MAR TP 3A. These reflect that, until 19 January 2026, the UK prospectus regime (as defined in MAR TP 3A) remains in force. MAR TP 3A provides that, until 19 January 2026: (1) MAR 5.2.10AR(3)(c) only applies in cases where the UK prospectus regime (as defined in MAR TP 3A) does not apply; and (2) MAR 5.10.2AR(3)(h) also refers to dissemination to the public of prospectuses drawn up in accordance with the UK prospectus regime (as defined in MAR TP 3A). From 19 January 2026, the UK prospectus regime (as defined in MAR TP 3A) will not apply and MAR TP 3A will no longer have application. 5.10.2B R (1) The operator of an MTF may exempt issuers that have no equity instruments traded on the MTF from the requirement to publish half￾yearly financial reports referred to in MAR 5.10.2AR(3)(g). (2) Where the operator of an MTF exercises the option under MAR 5.10.2BR(1), issuers that have no equity instruments traded on the MTF will not be required to publish half-yearly financial reports pursuant to MAR 5.10.2AR(3)(g). 5.10.2C G (1) An SME growth market may be deregistered where the proportion of SMEs, as determined in accordance with MAR 5.10.2AR(1), falls below 50% for 3 consecutive calendar years. (2) The operator of an SME growth market is liable to deregistration where the conditions in MAR 5.10.2R(2) to (7) and MAR 5.10.2AR(3) are no longer satisfied. … 5A Organised trading facilities (OTFs) Page 218 of 252

FCA 2025/40 FOS 2025/4 … 5A.3 Specific requirements for OTFs … Other MiFID Obligations 5A.3.9 R A firm must comply with the obligations under the following provisions of MiFID, in the course of operating an OTF: (1) Articles 16(2), 16(3) (first subparagraph), 16(4), 16(5), 16(6), 16(7), 16(8), 16(9), and 16(10); (2) Articles 24(1), (3), (4), (5), (9), (10) and (11); (3) Articles 25(3) (except to the extent that article 25(4) applies), and 25(6) (to the extent applicable); (4) Article 27; and (5) Article 28. [Note: article 20(8) of MiFID. The above MiFID provisions are transposed as follows in the FCA Handbook: (1) SYSC 6.1.1, SYSC 10.1.7, SYSC 4.1.6, SYSC 8.1.1, SYSC 4.1.1(1), SYSC 4.1.1(3), SYSC 9.1.1A, SYSC 10A, CASS 6.2.1 and CASS 7.12.1; (2) COBS 2.1.1, COBS 4.2.1, COBS 4.3.1, COBS 2.2A.2, COBS 2.2A.3, COBS 2.3A.5, SYSC 19F.1.2 and COBS 6.1ZA.16; (3) COBS 10A.2.1, COBS 10A.2.2, COBS 10A.3.1, COBS 10A.3.2, COBS 10A.4.1, COBS 8A, COBS 16A.2.1 and COBS 9A.3.2; (4) COBS 11.2A; and (5) COBS 11.3.] [deleted] … 5A.8 Reporting requirements 5A.8.1 R A firm must: … (2) supply the information required under this rule without delay to the FCA and any other authority competent for the investigation and prosecution of market abuse; and Page 219 of 252

FCA 2025/40 FOS 2025/4 5A.8.1 A 5A.8.2 R G (3) provide full assistance to the FCA, and any other authority competent for the investigation and prosecution of market abuse, in its investigation and prosecution of market abuse occurring on or through the firm’s systems.; (4) when assessing whether the requirement to inform the FCA immediately of significant infringements of the rules of its trading venue or disorderly trading conditions or system disruptions in relation to a financial instrument applies, consider the signals listed in MAR 1 Annex 3R 1; and (5) when assessing whether the requirement to immediately inform the FCA of conduct that may indicate behaviour that is prohibited under the Market Abuse Regulation applies, consider the signals listed in MAR 1 Annex 3R 2. (1) A firm operating one or several trading venues where a financial instrument and/or related financial instrument are traded must apply a proportionate approach and exercise judgement on the signals triggered, including any relevant signals not specifically included in MAR 1 Annex 3R 2, before informing the FCA, taking into account the following: (a) the deviations from the usual trading pattern of the financial instruments admitted to trading or traded on its trading venue; and (b) the information available or accessible to the firm, whether that be internally as part of the operations of the trading venue or publicly available. (2) (a) A firm operating one or several trading venues must also take into account front running behaviours, which consist in a market member or participant trading, for its own account, ahead of its client. (b) For the purposes of (a) a firm must use the order book data required to be recorded by the trading venue pursuant to Article 25 of MiFIR (Obligation to maintain records) – in particular, those relating to the way the member or participant conducts its trading activity. [Note: article 31(2) of MiFID, articles 81 and 82 of the MiFID Org Regulation, MiFID RTS 18 and MiFID ITS 2] (1) For the purposes of the signals referred to in MAR 1 Annex 3R, references to ‘order to trade’ should encompass all types of orders, including initial orders, modifications, updates and cancellations of orders, irrespective of whether or not they have been executed and irrespective of the means used to access the trading venue. (2) The list of signals of insider dealing and market manipulation is neither exhaustive nor determinative of market abuse or attempts of market Page 220 of 252

FCA 2025/40 FOS 2025/4 abuse, as each of the signals may not necessarily constitute market abuse or attempts of market abuse per se. Transactions or orders to trade meeting one or more signals may be conducted for legitimate reasons or in compliance with the rules of the trading venue. 5A.9 Suspension and removal of financial instruments 5A.9.1 R … [Note: article 32 of MiFID, article 80 of the MiFID Org Regulation and MiFID RTS 18] 5A.9.2 R (1) For the purposes of MAR 5A.9.1R(1), a suspension or a removal from trading of a financial instrument will be likely to cause significant damage to investors’ interests or the orderly functioning of the market in at least the following circumstances: (a) where it would create a systemic risk undermining financial stability, such as where the need exists to unwind a dominant market position, or where settlement obligations would not be met in a significant volume; (b) where the continuation of trading on the market is necessary to perform critical post-trade risk management functions when there is a need for the liquidation of financial instruments due to the default of a clearing member under the default procedures of a CCP and a CCP would be exposed to unacceptable risks as a result of an inability to calculate margin requirements; (c) where the financial viability of the issuer would be threatened, such as where it is involved in a corporate transaction or capital raising. (2) For the purposes of determining whether a suspension or a removal is likely to cause significant damage to the investors’ interest or the orderly functioning of the markets in any particular case, a firm must consider all relevant factors, including: (a) the relevance of the market in terms of liquidity where the consequences of the actions are likely to be more significant where those markets are more relevant in terms of liquidity than in other markets; (b) the nature of the envisaged action where actions with a sustained or lasting impact on the ability of investors to trade a financial instrument on trading venues, such as removals, are likely to have a greater impact on investors than other actions; (c) the knock-on effects of a suspension or removal of sufficiently related derivatives, indices or benchmarks for which the removed or suspended instrument serves as an underlying or constituent; Page 221 of 252

FCA 2025/40 FOS 2025/4 (d) the effects of a suspension on the interests of market end users who are not financial counterparties, such as entities trading in financial instruments to hedge commercial risks. (3) A firm must also take into account the factors set out in (2) when deciding not to suspend or remove a financial instrument on the basis of circumstances other than those specified in (1). … Insert the following new transitional provision, MAR TP 3A, after MAR TP 3 (Transitional provisions relating to trading venue operators). The text is all new and is not underlined. TP 3A Transitional provisions relating to registering an MTF as an SME growth market (1) (2) Material to which the transitional provision applies (3) (4) Transitional provision (5) Transitional provision: dates in force (6) Handbook provision: coming into force Definition (1) MAR TP 3A R In these transitional provisions, the term ‘UK prospectus regime’ means UK law corresponding to and implementing the EU Prospectus Regulation including: (1) the Prospectus Regulation; (2) the Prospectus RTS Regulation; (3) the PR Regulation; (4) Part VI of the Act; and (5) rules in PRR. From 23 October 2025 to 18 January 2026 23 October 2025 Transitional provisions (2) MAR 5.10.2AR(3)( c) R MAR 5.10.2AR(3)(c) must be read as if the words ‘an appropriate admission document as required by the From 23 October 2025 to 18 January 2026 19 January 2026 Page 222 of 252

FCA 2025/40 FOS 2025/4 rules of the operator of the MTF’ are replaced by ‘, in cases where the UK prospectus regime does not apply, an appropriate admission document’. (3) MAR R MAR 5.10.2AR(3)(h) From 23 19 January 2026 5.10.2AR(3)( must be read as October 2025 to h) follows: ‘ensures dissemination to the public of prospectuses drawn up in accordance with the UK prospectus regime, admission documents referred to in (c), financial reports referred to in (g) and information defined in Article 7(1) of the Market Abuse Regulation (Authorisation of deferred publication) publicly disclosed by the issuers whose securities are traded on its venue, by publishing them on its website, or providing a direct link to the page of the website of the issuers where such documents, reports and information are published;’ 18 January 2026 Amend the following as shown. Sch 5 Rights of action for damages … Sch 5.2 G Page 223 of 252

FCA 2025/40 FOS 2025/4 Chapter/ Appendix Section/ Annex Paragraph For Private Person? Removed For other person? … MAR 4 (all rules) Yes Yes MAR 3.1.5R No MAR 5 (all rules) Yes Yes No MAR 5A (all rules) Yes Yes No Page 224 of 252

FCA 2025/40 FOS 2025/4 Annex J Amendments to the Supervision manual (SUP) In this Annex, underlining indicates new text and striking through indicates deleted text. 6 Applications to vary and cancel Part 4A permission and to impose, vary or cancel requirements … 6.4 Applications for cancellation of permission … When will the relevant regulator grant an application for cancellation of permission? … 6.4.22 G In d regu carri eciding whether to cancel a firm’s Part 4A permission, the relevant lator will take into account all relevant factors in relation to business ed on under that permission, including whether: … (3) the firm has ceased to hold or control custody assets in accordance with instructions received from clients and COBS 6.1.7R or article 49 of the MiFID Org Regulation (see COBS 6.1ZA.9EU) COBS 6.1ZA.9R (Information concerning safeguarding of designated investments belonging to clients and client money); … … 6 Annex 4 Additional guidance for a firm winding down (running off) its business … 6 Annex 4.2A G Page 225 of 252

FCA 2025/40 FOS 2025/4 1 A firm must comply with CASS 5.5.80 R and CASS 7.11.34R (Client money: discharge of fiduciary duty) and CASS 7.11.50 R (Allocated but unclaimed client money) if it is ceasing to hold client money. A firm must also cease to hold or control custody assets in accordance with instructions received from clients and COBS 6.1.7R or article 49 of the MiFID Org Regulation (see COBS 6.1ZA.9EU) COBS 6.1ZA.9R (Information concerning safeguarding of designated investments belonging to clients and client money). These rules apply to both repayment and transfer to a third party. … … 10C FCA senior managers regime for approved persons in SMCR firms … 10C.6 FCA required functions Compliance oversight function (SMF16) 10C.6.1 R The compliance oversight function is the function of acting in the capacity of a person who is allocated the function in: … (2) article 22(3) of the MiFID Org Regulation SYSC 6.1.3-CR; (3) article 22(3) of the MiFID Org Regulation (as applied in accordance with SYSC 1 Annex 1 2.8AR, SYSC 1 Annex 1 3.2AR, SYSC 1 Annex 1 3.2BR, SYSC 1 Annex 1 3.2CR and SYSC 1 Annex 1 3.3R); [deleted] … … Page 226 of 252

FCA 2025/40 FOS 2025/4 Annex K Amendments to the Decision Procedure and Penalties manual (DEPP) In this Annex, underlining indicates new text and striking through indicates deleted text. 6 Penalties … 6.2 Deciding whether to take action … Action against individuals under section 66 of the Act … 6.2.5 G In some cases it may not be appropriate to take disciplinary measures against a firm for the actions of an individual (an example might be where the firm can show that it took all reasonable steps to prevent the breach). In other cases, it may be appropriate for the FCA to take action against both the firm and the individual. For example, a firm may have breached the rule requiring it to take reasonable care to establish and maintain such systems and controls as are appropriate to its business (SYSC 3.1.1R or SYSC 4.1.10R or article 21(5) of the MiFID Org Regulation SYSC 4.1.1-AR(5) and SYSC 5.1.14R (as applied in accordance with SYSC 1 Annex 1 2.8AR, SYSC 1 Annex 1 3.2-AR, SYSC 1 Annex 1 3.2- BR, SYSC 1 Annex 1 3.2CR and SYSC 1 Annex 1 3.3R), and an individual may have taken advantage of those deficiencies to front run orders or misappropriate assets. … Page 227 of 252

1 FCA 2025/40 FOS 2025/4 Annex L Amendments to the Dispute Resolution: Complaints sourcebook (DISP) In this Annex, underlining indicates new text and striking through indicates deleted text. Treating complaints fairly … 1.1A Complaints handling requirements for MiFID complaints Application: Who? What? … 1.1A.2 R For the MiFID complaints of a third country investment firm, the provisions marked “UK” shall apply as rules. [deleted] 1.1A.3 G A MiFID complaint is, amongst other things, a complaint to which article 26 of the MiFID Org Regulation applies, being a complaint about: … [Note: see article 1(1), 1(3) and 1(4) of MiFID, and article 1 of the MiFID Org Regulation] … 1.1A.6 R (1) Only the provisions in this section marked “UK” and DISP 1.1A.39R (a) to (l) below apply to a MiFID complaint received from a retail client, professional client or an eligible counterparty that is not an eligible complainant.: (a) 1.1A.10R; (b) 1.1A.12R; (c) 1.1A.13R; (d) 1.1A.16R; (e) 1.1A.17R; (f) 1.1A.18R; (g) 1.1A.24R; (h) 1.1A.25R; Page 228 of 252

FCA 2025/40 FOS 2025/4 (i) 1.1A.29R; (j) 1.1A.30R; (k) 1.1A.37R; and (l) 1.1A.38R. … Application: Where? 1.1A.7 R … Table: Application of DISP 1.1A to the MiFID business of firms in the UK, and the equivalent business of third country investment firms (1) Provision (2) Provision applies to the MiFID business of a firm carried on from an establishment in the UK? (3) Provision applies to the equivalent third country business of a third country investment firm where the complaint is received from a retail client or an elective professional client? 1.1A.10UK 1.1A.10R Yes Yes … 1.1A.12UK 1.1A.12R Yes Yes 1.1A.13UK 1.1A.13R Yes Yes … 1.1A.16UK 1.1A.16R Yes Yes 1.1A.17UK 1.1A.17R Yes Yes 1.1A.18UK Yes Yes Page 229 of 252

FCA 2025/40 FOS 2025/4 1.1A.18R … 1.1A.24UK 1.1A.24R Yes Yes 1.1A.25UK 1.1A.25R Yes Yes … 1.1A.29UK 1.1A.29R Yes Yes 1.1A.30UK 1.1A.30R Yes Yes … 1.1A.37UK 1.1A.37R Yes Yes 1.1A.38UK 1.1A.38R Yes Yes … Interpretation of this section 1.1A.8 G This section contains a number of provisions marked with the status letters “UK”, which have been selectively reproduced from the MiFID Org Regulation. [deleted] 1.1A.9 G References in column (1) to a word or phrase used in those provisions marked “UK” have the meaning indicated in column (2) of the table below: (1) (2) “complaint” MiFID complaint “investment firm” and “firm” MiFID investment firm Page 230 of 252

FCA 2025/40 FOS 2025/4 [Note: for the definition of “client” see recital (103) and article 4(1)(9) of MiFID] [deleted] Consumer awareness 1.1A.10 UK Investment firms shall MiFID investment firms must publish the details of the R process to be followed when handling a complaint MiFID complaint. Such details shall must include information about the complaints management policy and the contact details of the complaints management function. This information shall must be provided to clients or potential clients, on request, or when acknowledging a complaint MiFID complaint. [Note: article 26(2) of the MiFID Org Regulation] … Complaints handling 1.1A.12 UK Investment firms shall MiFID investment firms must establish, implement R and maintain effective and transparent complaints management policies and procedures for the prompt handling of MiFID clients’ or potential clients’ complaints. [Note: first paragraph, article 26(1) of the MiFID Org Regulation] 1.1A.13 UK The complaints management policy shall must provide clear, accurate and R up-to-date information about the complaints-handling process. This policy shall must be endorsed by the firm’s MiFID investment firm’s management body. [Note: second paragraph, article 26(1) of the MiFID Org Regulation] … 1.1A.16 UK Investment firms shall MiFID investment firms must enable clients and R potential clients to submit complaints MiFID complaints free of charge. [Note: article 26(2) of the MiFID Org Regulation] 1.1A.17 UK Investment firms shall MiFID investment firms must establish a complaints R management function responsible for the investigation of complaints MiFID complaints. This function may be carried out by the compliance function. [Note: article 26(3) of the MiFID Org Regulation] 1.1A.18 UK Investment firms’ MiFID investment firms’ compliance function shall must R analyse complaints MiFID complaints and complaints-handling data to ensure that they identify and address any risks or issues. [Note: article 26(7) of the MiFID Org Regulation] Page 231 of 252

FCA 2025/40 FOS 2025/4 1.1A.19 G MiFID complaints should be handled effectively and in an independent manner. [Note: recital (38) of the MiFID Org Regulation] … Complaints resolved by close of the third business day 1.1A.23 R If a MiFID investment firm resolves a MiFID complaint by close of business on the third business day following the day day on which it is received, it may choose to comply with DISP 1.1A.24UK DISP 1.1A.24R to DISP 1.1A.27G rather than with DISP 1.1A.28R to DISP 1.1A.34G. 1.1A.24 UK When handling a complaint MiFID complaint, investment firms shall MiFID R investment firms must communicate with clients or potential clients clearly, in plain language that is easy to understand and shall must reply to the complaint MiFID complaint without undue delay. [Note: article 26(4) of the MiFID Org Regulation] 1.1A.25 UK Investment firms shall MiFID investment firms must communicate the firm’s R their position on the complaint MiFID complaint to clients or potential clients and inform the clients or potential clients about their options, including that they may be able to refer the complaint to an alternative dispute resolution entity, as defined in regulation 4 of the ADR Regulations, or that the client may be able to take civil action. [Note: article 26(5) of the MiFID Org Regulation. See the ADR Directive.] 1.1A.26 R The explanation given by MiFID investment firms to clients or potential clients in accordance with DISP 1.1A.25UK DISP 1.1A.25R must also: … 1.1A.27 G The information regarding the Financial Ombudsman Service required to be provided in a communication sent under DISP 1.1A.25UK DISP 1.1A.25R and referred to in DISP 1.1A.26R should be set out clearly, comprehensibly, in an easily accessible way and prominently within the text of those responses. [Note: article 13 of the ADR Directive] Complaints time limits … 1.1A.29 UK When handling a complaint MiFID complaint, investment firms shall MiFID R investment firms must communicate with clients or potential clients clearly, in plain language that is easy to understand and shall must reply to the complaint without undue delay. Page 232 of 252

FCA 2025/40 FOS 2025/4 [Note: article 26(4) of the MiFID Org Regulation] 1.1A.30 UK Investment firms shall MiFID investment firms must communicate the firm’s R their position on the complaint MiFID complaint to clients or potential clients and inform the clients or potential clients about their options, including that they may be able to refer the complaint to an alternative dispute resolution entity, as defined in regulation 4 of the ADR Regulations, or that the client may be able to take civil action. [Note: article 26(5) of the MiFID Org Regulation. See the ADR Directive.] 1.1A.31 R The explanation given by MiFID investment firms to clients or potential clients in accordance with DISP 1.1A.30UK DISP 1.1A.30R must also: … 1.1A.32 G The information regarding the Financial Ombudsman Service required to be provided in a final response sent under DISP 1.1A.30UK DISP 1.1A.30R and referred to in DISP 1.1A.31R should be set out clearly, comprehensibly, in an easily accessible way and prominently within the text of those responses. [Note: article 13 of the ADR Directive] … Complaints records 1.1A.37 UK Investment firms shall MiFID investment firms must keep a record of the R complaints received and the measures taken for their resolution. [Note: article 26(1) of the MiFID Org Regulation; see also article 72 of the MiFID Org Regulation regarding the retention of records] Complaints reporting 1.1A.38 UK Investment firms shall MiFID investment firms must provide information on R complaints and complaints-handling to the relevant competent authorities and, where applicable under national law, to an alternative dispute resolution (ADR) entity. [Note: article 26(6) of the MiFID Org Regulation] … Complaints data publication … 1.1A.41 G The effect of the complaints data publication rules and DISP 1.1A.37UK DISP 1.1A.37R is that, for the purposes of complying with those rules, a Page 233 of 252

FCA 2025/40 FOS 2025/4 firm’s complaints data summary should include relevant data about any MiFID complaints received by the firm. … 1 Annex Application of DISP 1 to type of respondent / complaint 2G The table below summarises the application of DISP 1. Where the table indicates that a particular section may apply, its application in relation to any particular activity or complaint is dependent on the detailed application provisions set out in DISP 1. Page 234 of 252

FCA 2025/40 FOS 2025/4 Type of DISP 1.1A DISP 1.2 DISP 1.3 DISP 1.4 - 1.8 DISP 1.9 DISP 1.10 DISP 1.10A DISP 1.10B respondent/ Requirements Consumer Complaints complaint for MiFID awareness handling resolution record rule reporting data reporting investment rules etc. rules publication directions firms rules … firm in relation Applies Does not Does not DISP Does not apply Applies as set Applies as set Does not apply to MiFID for retail apply apply 1.7 applies as (but see DISP out in DISP out in DISP complaints clients and set out in DISP 1.1A.37UK 1.1A 1.1A concerning professional 1.1A DISP MiFID clients, and 1.1A.37R business carrie (where d on from an relevant) eligi establishment ble in the UK (or counterparties in an EEA State, in the (see also DISP case of a TP 1.1A.6R) firm with respect to services provided into the United Kingdom) … Page 235 of 252

FCA 2025/40 FOS 2025/4 equivalent business of a third country investment firm in relation to MiFID complaints Applies as set out in DISP 1.1A Does not apply Does not apply Applies as set out in DISP 1.1A Does not apply (but see DISP 1.1A.37EU DISP 1.1A.37R) Applies as set out in DISP 1.1A Applies as set out in DISP 1.1A Does not apply … Page 236 of 252

FCA 2025/40 FOS 2025/4 … 2 Jurisdiction of the Financial Ombudsman Service … 2.3 To which activities does the Compulsory Jurisdiction apply? Activities by firms … 2.3.1A R … [Note: see article 1(1), 1(3) and 1(4) and article 75 of MiFID, and articles 1 and 26(5) of the MiFID Org Regulation] 2.3.1B G For the purposes of DISP 2.3.1AR, the Ombudsman can consider a complaint about an act carried out by a MiFID investment firm that is preparatory to the provision of an investment service or ancillary service which is an integral part of such a service. This includes, for example, generic advice given by a MiFID investment firm to a client prior to, or in the course of, the provision of investment advice or another investment service or ancillary service. [Note: recitals 15 and 16 of the MiFID Org Regulation] 2.3.1C G For guidance regarding the type of advice that is considered investment advice for the purposes of MiFID, see PERG 13.3, Q21. … Sch 1 Record keeping requirements … Sch 1.2 G Handbook reference Subject of record Contents of record When record must be made Retention period DISP 1.1A.37U K DISP 1.1A.37R MiFID complaints subject to DISP 1.1A. Each MiFID complaint received and the complaint handling measures taken to address the Not specified [Note: see article 26(1), article 72, and Annex 1 of the MiFID Not specified [Note: see article 72 of the MiFID Org Regulation]

FCA 2025/40 FOS 2025/4 MiFID complaint and for its resolution [Note: see article 26(1), article 72, and Annex 1 of the MiFID Org Regulation] Org Regulation] … Page 238 of 252

FCA 2025/40 FOS 2025/4 Annex M Amendments to the Professional Firms sourcebook (PROF) In this Annex, underlining indicated new text and striking through indicates deleted text. 2 Status of exempt professional firm 2.1 Designated professional bodies and exempt regulated activities … Exempt regulated activities … 2.1.16 G (1) An exempt professional firm providing a service which is an investment service is required to do so in accordance with article 4 of the MiFID Org Regulation paragraph 6 of Part 2 of Schedule 3 to the Regulated Activities Order. (2) In the FCA’s view, PROF 2.1.14G is also relevant for these purposes as well as the approach to disclosure described in PROF 4.1.4G, noting that article 4(c) of the MiFID Org Regulation paragraph 6(c) of Part 2 of Schedule 3 to the Regulated Activities Order imposes a disclosure obligation when an exempt professional firm markets or otherwise promotes its ability to provide investment services. Page 239 of 252

FCA 2025/40 FOS 2025/4 Annex N Amendments to the Recognised Investment Exchanges sourcebook (REC) In this Annex, underlining indicates new text and striking through indicates deleted text. 2 Recognition requirements … 2.6 General safeguards for investors, suspension and removal of financial instruments from trading and order execution on regulated markets … Suspension and removal of financial instruments from trading 2.6.6 UK … Significant damage to investors’ interests or orderly functioning of financial markets 2.6.6A UK (1) For the purpose of paragraph 7E of the Schedule to the Recognition Requirements Regulations, the following are circumstances in which a suspension or removal from trading of a financial instrument would be likely to cause significant damage to the interests of investors or the orderly functioning of the financial market: (a) where it would create a systemic risk undermining financial stability, such as where the need exists to unwind a dominant market position, or where settlement obligations would not be met in a significant volume; (b) where the continuation of trading on the trading venue is necessary to perform critical post-trade risk management functions when: (i) as a result of the default of a clearing member there is a need for the liquidation of financial instruments under the default procedures of a central counterparty; and (ii) a central counterparty would be exposed to unacceptable risks as a result of an inability to calculate margin requirements; (c) where the financial viability of the issuer would be threatened, such as where it is involved in a corporate transaction or capital raising. (2) In determining in any other circumstance whether a suspension or removal would be likely to cause significant damage to the interests Page 240 of 252

FCA 2025/40 FOS 2025/4 of investors or the orderly functioning of the financial markets, the exchange must have regard (among other things) to the following: (a) the liquidity of the market concerned, taking account of the fact that the consequences of a suspension or removal are likely to be greater where the market is more liquid; (b) the nature of the suspension or removal where actions with a sustained or lasting impact on the ability of investors to trade a financial instrument on trading venues, such as removals, are likely to have a greater impact on investors than other actions; (c) the knock-on effects of a suspension or removal of sufficiently related derivatives, indices or benchmarks for which the removed or suspended instrument serves as an underlying or constituent; (d) the effects of a suspension on the interests of market end users who are not financial counterparties, such as entities trading in financial instruments to hedge commercial risks. … 2.6.10 UK [Note: articles 4 and 5 of MiFIR, MiFID RTS 1 and MiFID RTS 3 on the double volume cap mechanism and the provision of information for the purposes of transparency and other calculations] [deleted] Article 18 of the MiFID Regulation Waivers based on market model and type of order or transaction (1) Waivers in accordance with Article 29(2) and 44(2) of [MiFID] [(see REC 2.6.3UK)] may be granted by the [FCA] for systems operated by an MTF or a regulated market, if those systems satisfy one of the following criteria: (a) they must be based on a trading methodology by which the price is determined in accordance with a reference price generated by another system, where that reference price is widely published and is regarded generally by market participants as a reliable reference price; (b) they formalise negotiated transactions [(see REC 2.6.11EU)], each of which meets one of the following criteria: (i) it is made at or within the current volume weighted spread reflected on the order book or the quotes of the market makers of the regulated market or MTF operating that system or, where the share is not traded continuously, Page 241 of 252

FCA 2025/40 FOS 2025/4 within a percentage of a suitable reference price, being a percentage and a reference price set in advance by the system operator; (ii) it is subject to conditions other than the current market price of the share [see REC 2.6.12EU)] For the purposes of point (b), the other conditions specified in the rules of the regulated market or MTF for a transaction of this kind must also have been fulfilled. In the case of systems having functionality other than as described in points (a) or (b), the waiver shall not apply to that other functionality. (2) Waivers in accordance with Articles 29(2) and 44(2) of [MiFID] [(see REC 2.6.3 UK)], based on the type of orders may be granted only in relation to orders held in an order management facility maintained by the regulated market or the MTF pending their being disclosed to the market. 2.6.11 UK [Note: article 5 of MiFIR, and MiFID RTS 3] [deleted] Article 19 of the MiFID Regulation References to negotiated transaction For the purpose of Article 18(1)(b) [(see REC 2.6.10 EU)] a negotiated transaction shall mean a transaction involving members or participants of a regulated market or an MTF which is negotiated privately but executed within the regulated market or MTF and where that member or participant in doing so undertakes one of the following tasks: (a) dealing on own account with another member or participant who acts for the account of a client; (b) dealing with another member or participant, where both are executing orders on own account; (c) acting for the account of both the buyer and seller; (d) acting for the account of the buyer, where another member or participant acts for the account of the seller; (e) trading for own account against a client order. … Page 242 of 252

FCA 2025/40 FOS 2025/4 2.6.15 UK [Note: article 6 of MiFIR now covers post-trade transparency requirements for trading venues in respect of shares, depositary receipts, ETFs, certificates and other similar financial instruments and article 10 of MiFIR imposes similar requirements in respect of bonds, structured finance products, emission allowances and derivatives] [deleted] Article 27(1) of the MiFID Regulation Post-trade transparency obligation (1) ... regulated markets, and ... market operators operating an MTF shall, with regard to transactions in respect of shares admitted to trading on regulated markets concluded ... within their systems, make public the following details: (a) the details specified in points 2, 3, 6, 16, 17, 18 and 21 of Table 1 of Annex I [(see REC 2.6.16 EU)] (b) an indication that the exchange of shares is determined by factors other than the current market valuation of the share, where applicable [(see REC 2.6.17 EU)]; (c) an indication that the trade was a negotiated trade, where applicable; (d) any amendments to previously disclosed information, where applicable. Those details shall be made public either by reference to each transaction or in a form aggregating the volume and price of all transactions in the same share taking place at the same price at the same time. 2.6.16 UK [Note: MiFID RTS 1] [deleted] Points 2, 3 6, 16, 17, 18 and 21 of Table 1 of Annex I of the MiFID Regulation 2. Trading Day The trading day on which the transaction was executed. 3. Trading time The time at which the transaction was executed, reported in the local time of the competent authority to which the transaction will be reported, and the basis in which the transaction is reported expressed as Co-ordinated Universal Time (UTC) +/- hours. Page 243 of 252

2.7 FCA 2025/40 FOS 2025/4 6. Instrument Identification This shall consist in:

• a unique code to be decided by the competent authority (if any) to which the report is made identifying the [share] which is the subject of the transaction;
• if the [share] in question does not have a unique identification code, the report must include the name of the [share] ...

16. Unit Price The price per [share] excluding commission and (where relevant) accrued interest. ...
17. Price Notation The currency in which the price is expressed …
18. Quantity The number of units of the [shares].
19. Venue identification Identification of the venue where the transaction was executed. That identification shall consist ... [of the regulated market or MTF's] ... unique harmonised identification code; … … Position management and position reporting in relation to commodity derivatives 2.7A.1 UK … Paragraph 7BB – Position reporting … (2) The [UK RIE] must: (a) where it meets the minimum threshold, as specified in article 83 (position reporting) of Commission Delegated Regulation (EU) 2017/565 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 rules made by the FCA under regulation 11, Page 244 of 252

FCA 2025/40 FOS 2025/4 make public a weekly report with the aggregate positions held by the different categories of persons for the different commodity derivatives, emission allowances, or emission allowance derivatives traded on the trading venue specifying - … … … … 2.16A Operation of a multilateral trading facility (MTF) or an organised trading facility (OTF) 2.16A.1 UK Schedule to the Recognition Requirements Regulations, Paragraph 9A-9H … Paragraph 9F – Specific requirements for organised trading facilities: execution of orders … (6) The second discretion is whether to match a specific client order with other orders available on the organised trading facility at a given time, provided the exercise of such discretion is in compliance with specific instructions received from the client and in accordance with the [UK RIE’s] obligations under— (a) section 11.2A of the Conduct of Business sourcebook; (b) Articles 64 to 66 of Commission Delegated Regulation (EU) 2017/565 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; [deleted] … … … 2.16A.1 D R For the purposes of complying with the requirement set out in paragraph 9E of the Schedule to the Recognition Requirement Regulations (SME Growth Markets), the The rules set out by the FCA in MAR 5.10 (Operation of an Page 245 of 252

FCA 2025/40 FOS 2025/4 SME growth market) apply to a UK RIE operating a multilateral trading facility as an SME growth market, as though it was an a MiFID investment firm. … … 3 Notification rules for UK recognised bodies … 3.25 Significant breaches of rules and disorderly trading conditions 3.25.1 R … 3.25.2 R When assessing whether the requirement to inform the FCA immediately of significant infringements of the rules of its trading venue or disorderly trading conditions or system disruptions in relation to a financial instrument applies, a UK RIE must consider the signals listed in MAR 1 Annex 3R 1. 3.25.3 R (1) When assessing whether the requirement to immediately inform the FCA of conduct that may indicate behaviour that is prohibited under the Market Abuse Regulation applies, a UK RIE must consider the signals listed in MAR 1 Annex 3R 2. (2) A UK RIE operating one or several trading venues where a financial instrument and/or related financial instrument are traded must apply a proportionate approach and exercise judgement on the signals triggered, including any relevant signals not specifically included in MAR 1 Annex 3R 2, before informing the FCA, taking into account the following: (a) the deviations from the usual trading pattern of the financial instruments admitted to trading or traded on its trading venue; and (b) the information available or accessible to the UK RIE, whether that be internally as part of the operations of the trading venue or publicly available. (3) (a) A UK RIE operating one or several trading venues must also take into account front running behaviours, which consist in a market member or participant trading, for its own account, ahead of its client. (b) For the purposes of (a), a UK RIE must use the order book data required to be recorded by the trading venue pursuant to Article 25 of MiFIR (Obligation to maintain records) – in Page 246 of 252

FCA 2025/40 FOS 2025/4 particular, those relating to the way the member or participant conducts its trading activity. 3.25.4 G (1) For the purposes of the signals referred to in MAR 1 Annex 3 references to ‘order to trade’ should encompass all types of orders, including initial orders, modifications, updates and cancellations of orders, irrespective of whether or not they have been executed and irrespective of the means used to access the trading venue. (2) The list of signals of insider dealing and market manipulation is neither exhaustive nor determinative of market abuse or attempts of market abuse, as each of the signals may not necessarily constitute market abuse or attempts of market abuse per se. Transactions or orders to trade meeting one or more signals may be conducted for legitimate reasons or in compliance with the rules of the trading venue. … Sch 5 Rights of action for damages Sch 5.1 G There are no rights of action under section 150 section 138D of the Act in respect of any contravention by a recognised body of any rule made under the Act. Page 247 of 252

FCA 2025/40 FOS 2025/4 Annex O Amendments to the Disclosure Guidance and Transparency Rules sourcebook (DTR) In this Annex, underlining indicates new text and striking through indicates deleted text. 5 Vote Holder and Issuer Notification Rules … 5.4 Aggregation of managed holdings … 5.4.2 R (1) The parent undertaking of an investment firm authorised by the FCA or the PRA under the United Kingdom provisions which implemented MiFID shall not be required to aggregate its holdings with the holdings which such investment firm manages on a client-by-client basis within the meaning of Article 2(7) of the MiFID Org Regulation when undertaking portfolio management, provided that: … … … Page 248 of 252

6.3 FCA 2025/40 FOS 2025/4 Annex P Amendments to the Pisces sourcebook (PS) In this Annex, underlining indicates new text and striking through indicates deleted text. Normal application of the Handbook in the Pisces sandbox arrangements 6.3.1 G The rules and guidance in the Handbook apply as normal unless specifically provided for in this sourcebook or the Pisces sandbox regulations. The normal position is that: (1) the Handbook applies with respect to a Pisces operator as it ordinarily applies with respect to its Part 4A permissions, or, if the Pisces operator is an exempt person, as it ordinarily applies to an exempt person of the same kind; and (2) as a Pisces is not treated as a trading venue under the Pisces sandbox arrangements, the Handbook applies in connection with Pisces shares as it ordinarily applies in connection with shares that are not admitted to trading on a trading venue. 6.3.2 G The reference to an exempt person, in the Pisces context, specifically refers to a person who is exempt from the general prohibition with respect to a regulated activity under section 285(2) of the Act. 6.3.3 G The Pisces sandbox regulations modify certain statutory provisions (specified in Schedule 1 to the regulations), and provide that other provisions in relevant enactments that refer to provisions so modified are to be treated as modified accordingly. The effect is that if an existing rule refers to a statutory provision that has been modified by the Pisces sandbox regulations, that rule is read as referring to the statutory provision as modified. 6.3.4 G Part 7 of Schedule 1 to the Pisces sandbox regulations provides for modified application of the MiFID Org Regulation. For most purposes, the remaining provisions of the MiFID Org Regulation are revoked in Treasury secondary legislation under the Financial Services and Markets Act 2023, and replaced by FCA rules (the ‘FCA successor rules’). The revocation of the MiFID Org Regulation, however, does not apply in relation to a Pisces operator in relation to the operation of a Pisces. The FCA successor rules also do not apply in relation to the operation of a Pisces. The result is that instead of the FCA successor rules, including those relating to UK operators of trading venues, the MiFID Org Regulation continues to apply in a modified form, as provided for by the Pisces sandbox regulations. Page 249 of 252

FCA 2025/40 FOS 2025/4 Annex Q Amendments to the MiFID 2 Onshoring Guide (M2G) In this Annex, underlining indicates new text and striking through indicates deleted text. 2 Onshoring of senior management arrangements and systems and controls obligations 2.1 Background … 2.1.4 G The Commission Delegated Regulation 2017/565 of 25 April 2016 ), as onshored by the Exit Regulations, contains detailed organisational requirements for those firms to which it applies, including authorised MiFID investment firms and credit institutions. [deleted] … 2.3 Main types of senior management and organisational requirements in MiFID II … 2.3.2 G The general organisational requirements in article 16 are added to by detailed provisions in the MiFID Org Regulation SYSC including the following areas: … 2.4 MiFID II onshoring and SYSC 2.4.1 G The combination of senior management and systems and controls requirements for firms in a directive and regulation means that FCA rules are used to onshore the provisions in the directive. As such, the approach to onshoring MiFID II retains the familiar approach of the common platform and the following: … • a rule which has the effect, amongst other things, of extending the application of certain parts of the MiFID Org Regulation to all of a UK MiFID investment firm’s designated investment business, MiFID or otherwise (SYSC 1 Annex 1 2.8AR) (in the Handbook, the definition of ‘MiFID investment firm’ captures any UK firm to which MiFID would apply if the United Kingdom were a Member State); • a rule which extends the application of the MiFID Org Regulation in relation to general organisational requirements, compliance, risk Page 250 of 252

FCA 2025/40 FOS 2025/4 management, internal audit, responsibility of senior management, remuneration policies and practices and outsourcing to all of a MiFID optional exemption firm’s designated investment business, by way of rule or guidance depending on the individual provision (SYSC 1 Annex 1 3.2CR discussed further in M2G 2.5); • signposting references in the application provisions to individual SYSC chapters to identify the relevant articles of the MiFID Org Regulation which supplement the rules implementing the MiFID requirements. These are also listed in the new Table C in SYSC 1 Annex 1; … 2.5 Navigating SYSC … 2.5.2 G SYSC 1.1A summarises the application of the sourcebook to different types of firms. UK MiFID investment firms and MiFID optional exemption firms fall into the category of ‘every other firm’ in SYSC 1.1A and so the applicable chapters are 4 to 12, 18, 19A, 19D and 21. The detailed application of the provisions in chapters 4-10 is cut back in SYSC 1 Annex 1 and it is this annex which provides the starting point for understanding and determining the application of the common platform requirements to your business. More specifically, SYSC 1 Annex 1 Part 3.1G provides a roadmap for individual categories of firms, including UK MiFID investment firms and MiFID optional exemption firms, in explaining how the common platform requirements and the MiFID Org Regulation apply to them. These include requirements that were previously contained in the MiFID Org Regulation and restated to sit within FCA rules. 2.6 UK MiFID investment firms 2.6.1 G In the case of UK MiFID investment firms, these are common platform firms for the purposes of the Handbook so are subject to the following MiFID II related obligations: … • The MiFID Org Regulation. Certain provisions of the MiFID Org Regulation are also adapted to apply to the firm’s non-MiFID business in accordance with SYSC 1 Annex 1.2.8R and SYSC 1 Annex 1.2.8AR. The effect of SYSC 1 Annex 1.2.8AR is to adapt the MiFID Org Regulation so that a small number of its terms are to be read as if they were broader corresponding Handbook terms. For example, references in the MiFID Org Regulation to ‘investment service’ and ‘investment services and activities’ are to be read as ‘designated investment business’. This helps maintain a common single Page 251 of 252

FCA 2025/40 FOS 2025/4 standard of organisational requirements applying to all of a UK MiFID investment firm’s business. … 2.7 MiFID optional exemption firms 2.7.1 G MiFID optional exemption firms are subject to the following MiFID II related obligations: … • Articles 21 to 25, 27, 30 to 35 and 72 of the MiFID Org Regulation are applied to the business of a MiFID optional exemption firm in accordance with SYSC 1 Annex 1 3.2CR. The effect of SYSC 1 Annex 1 3.2CR is to apply these provisions of the MiFID Org Regulation: (i) as either rules or guidance in accordance with SYSC 1 Annex 1 Part 3 Table C; and (ii) to the firm’s regulated activities generally and other activities identified in SYSC 1 Annex 1.2.8R. The effect of SYSC 1 Annex 1 3.2CR is to also to adapt articles 21 to 25, 27, 30 to 35 and 72 of the MiFID Org Regulation so that a small number of terms in the regulation are to be read as if they were broader corresponding Handbook terms, as set out in SYSC 1 Annex 1.2.8AR. … … 2 Annex 1 Overview G The diagrams in this Annex provide an overview of organisational requirements deriving from MiFID II and the location of their implementation, as well as the MiFID Org Regulation including its extension to non-MiFID II business in the case of UK MiFID investment firms and MiFID optional exemption firms. The diagram focuses on the position of UK MiFID investment firms (other than CPMI and authorised professional firms) and MiFID optional exemption firms. … MiFID Org Regulation [Editor’s note: The diagram “MiFID Org Regulation” is deleted.] Page 252 of 252

FCA 2025/41 TECHNICAL STANDARDS (MARKETS IN FINANCIAL INSTRUMENTS REGULATION) (ORGANISATIONAL REQUIREMENTS) INSTRUMENT 2025 Powers exercised A. The Financial Conduct Authority (“the FCA”) makes this instrument in the exercise of the powers and related provisions in or under: (1) article 51 of, and paragraphs 23 and 44 of Schedule 3 to, 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; and (2) the following sections of the Financial Services and Markets Act 2000 (“the Act”) as amended by the Financial Regulators’ Powers (Technical Standards etc.) (Amendment etc) (EU Exit) Regulations 2018: (a) section 137T (General supplementary powers). (b) section 138P (Technical standards); (c) section 138Q (Standards instruments); and (d) section 138S (Application of Chapters 1 and 2). B. The provisions referred to above are specified for the purpose of section 138Q(2) (Standards instruments) of the Act. Pre-conditions to making C. The FCA has consulted the Prudential Regulation Authority and the Bank of England as appropriate in accordance with section 138P of the Act. D. The requirement for Treasury approval under section 138R of the Act has been met. Modifications E. The following technical standard, which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, is amended in accordance with the Annex to this instrument. Commission Delegated Regulation (EU) 2017/589 of 19 July 2016 supplementing Directive 2014/65 EU of the European Parliament and of the Council with regard to regulatory technical standards specifying the organisational requirements of investment firms engaged in algorithmic trading. Commencement F. This instrument comes into force on 23 October 2025.

FCA 2025/41 Citation G. This instrument may be cited as the Technical Standards (Markets in Financial Instruments Regulation) (Organisational Requirements) Instrument 2025. By order of the Board 2 October 2025 Page 2 of 3

FCA 2025/41 In this Annex, underlining indicates new text and striking through indicates deleted text. Annex Commission Delegated Regulation (EU) 2017/589 of 19 July 2016 supplementing Directive 2014/65 EU of the European Parliament and of the Council with regard to regulatory technical standards specifying the organisational requirements of investment firms engaged in algorithmic trading. … Article 9 Annual self-assessment and validation (Article 17(1) of Directive 2014/65/EU) … (2) The risk management function of the investment firm referred to in Article 23(2) of Commission Delegated Regulation (EU) 2017/565, shall must draw up the validation report and, for that purpose, involve staff with the necessary technical knowledge. The risk management function shall inform the compliance function of any deficiencies identified in the validation report. … (5) Where an investment firm has not established a risk management function referred to in Article 23(2) of Delegated Regulation (EU) 2017/565, the requirements set out in relation to the risk management function in this Regulation shall apply to any other function established by the investment firm having regard to rule 7.1.7 of the Senior Management Arrangements, Systems and Controls sourcebook in the Handbook of Rules and Guidance published by the FCA (SYSC 7.1.7R) in accordance with Article 23(2) of Delegated Regulation (EU) 2017/565. … Page 3 of 3

FCA 2025/49 COMMODITY DERIVATIVES (POSITION LIMITS, POSITION MANAGEMENT AND PERIMETER) (No 2) INSTRUMENT 2025 Powers exercised A. The Financial Conduct Authority (“the FCA”) makes this instrument in the exercise of the powers and related provisions in or under: (1) the following sections of the Financial Services and Markets Act 2000 (“the Act”): (a) section 137A (The FCA’s general rules); (b) section 137T (General supplementary powers); (c) section 293 (Notification requirements); and (d) section 300H (Rules relating to investment exchanges and data reporting service providers); (2) regulation 11 of the Financial Services and Markets Act 2000 (Recognition Requirements for Investment Exchanges, Clearing Houses and Central Securities Depositories) Regulations 2001 (SI 2001/995); (3) regulation 15A of the Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2017 (SI 2017/701); and (4) the other rule making powers listed in Schedule 4 (Powers exercised) to the General Provisions of the FCA’s Handbook. B. The rule-making powers listed above are specified for the purposes of section 138G(2) (Standards instruments) of the Act. Commencement C. This instrument comes into force on 23 October 2025. Amendments to the Commodity Derivatives (Position Limits, Position Management and Perimeter) Instrument 2025 (FCA 2025/4) D. The coversheet of the Commodity Derivatives (Position Limits, Position Management and Perimeter) Instrument 2025 (FCA 2025/4) is amended in accordance with the Annex to this instrument. Citation E. This instrument may be cited as the Commodity Derivatives (Position Limits, Position Management and Perimeter) (No 2) Instrument 2025. By order of the Board 2 October 2025

FCA 2025/49 Annex Amendments to the Commodity Derivatives (Position Limits, Position Management and Perimeter) Instrument 2025 (FCA 2025/4) In this Annex, underlining indicates new text. The coversheet of the Commodity Derivatives (Position Limits, Position Management and Perimeter) Instrument 2025 (FCA 2025/4) is amended as shown below. Commencement E. Part 2 of Annex A, Parts 1 and 3 of Annex B and Annexes D and E come into force on 6 July 2026, except where paragraph EA applies. EA. The insertion of Glossary definitions “weekly report” and “open interest” in Part 2 of Annex A, and the insertion of MAR 10.4.3AR in Part 1 of Annex B come into force on 23 October 2025. … Page 2 of 2

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