SCHEDULES

SCHEDULE 3EEA Passport Rights

Part I Defined terms

The single market directives

1

“The single market directives” means—

F1(a)

the F2capital requirements directive;

F3(c)

the Solvency 2 Directive;

F4(ca)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(d)

the F5markets in financial instruments directiveF6; F7. . .

(e)

F8the insurance distribution directiveF9; F10...

(f)

the UCITS directive F11; F12...

(g)

the alternative investment fund managers directive F13; and

(h)

the mortgages directive.

The banking co-ordination directives

F14 2

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F15The Solvency 2 Directive

3

“The Solvency 2 Directive” means Directive 2009/138/EC of the European Parliament and of the Council of 25 November 2009 on the taking-up and pursuit of the business of Insurance and Reinsurance (Solvency II).

F16The reinsurance directive

F173A

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The investment services directive

4

F18. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F19The insurance distribution directive

4A

“The insurance distribution directive” means Directive (EU) 2016/97 of the European Parliament and of the Council of 20 January 2016 on insurance distribution (recast) as amended by Directive (EU) 2018/411 of the European Parliament and of the Council of 14 March 2018.

F20The UCITS directive

F214B

“The UCITS directive ” means the Directive of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (No 2009/65/EC) F22, as amended by Directive 2014/91/EU of the European Parliament and of the Council of 23rd July 2014.

F23The markets in financial instruments directive

F244C

“The markets in financial instruments directive” means Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments.

F25The emission allowance auctioning regulation

4D.

“The emission allowance auctioning regulation” means Commission Regulation ( EU ) No 1031/2010 of 12 November 2010 on the timing, administration and other aspects of auctioning of greenhouse gas emission allowances pursuant to Directive 2003/87/ EC of the European Parliament and of the Council of 13 October 2003 establishing a scheme for greenhouse gas emission allowance trading within the Community.

F26The alternative investment fund managers directive

4E.

“The alternative investment fund managers directive” means Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers.

F27The mortgages directive

4F.

“The mortgages directive” means Directive 2014/17/EU of the European Parliament and of the Council of 4th February 2014 on credit agreements for consumers relating to residential immovable property and amending Directives 2008/48/EC and 2013/36/EU and Regulation (EU) No 1093/2010.

EEA firm

5

“EEA firm” means any of the following if it does not have its F28relevant office in the United Kingdom—

(a)

an investment firm (as defined in F29Article 4.1.1 of the markets in financial instruments directive) which is authorised (within the meaning of F30Article 5) by its home state regulator;

F31(b)

a credit institution (as defined in Article 4(1)(1) of the capital requirements regulation) which is authorised (within the meaning of Article 8 of the capital requirements directive) by its home state regulator;

F32(c)

a financial institution (as defined in Article 4(1)(26) of the capital requirements regulation) which is a subsidiary of the kind mentioned in Article 34 of the capital requirements directive and which fulfils the conditions of that Article;

F33(d)

an undertaking pursuing the activity of direct insurance (within the meaning of Article 2 of the Solvency 2 Directive) which has received authorisation under Article 14 of that directive from its home state regulator;

(da)

an undertaking pursuing the activity of reinsurance (within the meaning of Article 2 of the Solvency 2 Directive) as a reinsurance undertaking which has received authorisation under Article 14 of that directive from its home state regulator;

F34(e)

an insurance intermediary (as defined in Article 2.1(3) of the insurance distribution directive), an ancillary insurance intermediary (as defined in Article 2.1(4) of that directive) or a reinsurance intermediary (as defined in Article 2.1(5) of that directive), which is registered with its home state regulator under Article 3 of that directive;

F35(f)

a management company (as defined in paragraph 11B) which is authorised (within the meaning of Article 6 of the UCITS directive) by its home state regulator F36; F37...

(g)

a person who has received authorisation under Article 18.2 of the emission allowance auctioning regulation F38; F39...

(h)

an AIFM (as defined in Article 4.1(b) of the alternative investment fund managers directive) which is authorised (in accordance with F40Article 6.1 of that directive) by its home state regulator F41; or

(i)

a mortgage intermediary which is admitted (in accordance with Article 29(1) of the mortgages directive) by its home state regulator to carry out all or part of the credit intermediation activities set out in Article 4(5) of that directive or to provide advisory services (as defined in Article 4(21) of that directive).

F425A

In paragraph 5, “relevant office” means—

(a)

in relation to a firm falling within sub-paragraph (e) F43or (i) of that paragraph which has a registered office, its registered office;

F44(aa)

in relation to a firm falling within sub-paragraph (h) of that paragraph, its registered office;

(b)

in relation to any other firm, its head office.

EEA authorisation

F45 6

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EEA right

7

“EEA right” means the entitlement of a person to establish a branch, or provide services, in an EEA State other than that in which he has his F46relevant office—

(a)

in accordance with the Treaty as applied in the EEA; and

(b)

subject to the conditions of the relevant single market directive F47or, as the case may be, the emission allowance auctioning regulation.

F487A

In paragraph 7, “relevant office” means—

(a)

in relation to a person who has a registered office and whose entitlement is subject to the conditions of the F49insurance distribution directive F50or the mortgages directive, his registered office;

F51(aa)

F52in relation to a person whose entitlement is subject to the conditions of the alternative investment fund managers directive, its registered office;

F52(aa)

in relation to a person whose entitlement derives from the alternative investment fund managers directive—

(i)

if the person’s registered office is in an EEA State, its registered office;

(ii)

if the person’s registered office is not in an EEA State, the registered office or branch of its legal representative (as defined in Article 4(1)(u) of the alternative investment fund managers directive);

(b)

in relation to any other person, his head office.

EEA State

F538

“EEA State ” has the meaning given by Schedule 1 to the Interpretation Act 1978.

Home state regulator

9

“Home state regulator” means the competent authority (within the meaning of the relevant single market directive F54or, as the case may be, the emission allowance auctioning regulation) of an EEA State (other than the United Kingdom) in relation to the EEA firm concerned.

UK firm

10

“UK firm” means a person whose F55relevant office is in the UK and who has an EEA right to carry on activity in an EEA State other than the United Kingdom.

F5610A

In paragraph 10, “relevant office” means—

(a)

in relation to a firm whose EEA right derives from the F57insurance distribution directive and which has a registered office, its registered office;

F58F59(aa)

in relation to a firm whose EEA right derives from the alternative investment fund managers directive, its registered office;

F59(aa)

in relation to a firm whose EEA right derives from the alternative investment fund managers directive—

(i)

if the firm’s registered office is in an EEA State, its registered office;

(ii)

if the firm’s registered office is not in an EEA State, the registered office or branch of its legal representative (as defined in Article 4(1)(u) of the alternative investment fund managers directive);

(b)

in relation to any other firm, its head office.

F60UK investment firm

10B

”UK investment firm” means a UK firm—

(a)

which is an investment firm, and

(b)

whose EEA right derives from the markets in financial instruments directive.

Host state regulator

11

“Host state regulator” means the competent authority (within the meaning of the relevant single market directive F61or, as the case may be, the emission allowance auctioning regulation) of an EEA State (other than the United Kingdom) in relation to a UK firm’s exercise of EEA rights there.

F62Tied agent

11A

”Tied agent” has the meaning given in Article F634.1.29 of the markets in financial instruments directive.

F64Management company

11B

“Management company” has the meaning given in Article 2.1(b) of the UCITS directive.

UCITS

F6511C

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F66EEAAIFM

F6711D.

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