A new Markets in Financial Instruments Directive MiFID II 2014/65/ЕС and amendments to the Markets in Financial Instruments Act in 2018
In the past years financial markets have changed considerably. For this reason, the European Union amended MiFID I and adopted MiFID II Directive with the purpose offering investors a high level of protection and improving the regulation and transparency of financial markets.
In 2014 Directive 2014/65/EU and Regulation (EU) No 600/2014 of the European Parliament and of the Council were adopted which together with the applicable regulatory technical standards set the new European legal framework referred to as MiFID II.
The new EC rules are reflected in Bulgarian legislation through their transposition into the Markets in Financial Instruments Act. The amendment to the Bulgarian law in accordance with MiFID II Directive was carried out and enacted by the Parliament of the Republic of Bulgaria. The amended Markets in Financial Instruments Act came into effect on 16.02.2018.
The new regulatory framework at EU level and in Bulgaria includes a wide range of services and activities offered to investors. To that end, it is necessary to provide for the degree of harmonisation needed to offer investors a high level of protection and to allow investment firms to provide services throughout the Union by virtue of a license obtained in the respective home member state.
1. Strengthen the regulatory framework in respect of markets in financial instruments, including when trade is carried out outside a regulated market. The goal is to achieve greater transparency;
2. Offer investors a high level of protection;
3. Restore confidence in financial markets;
4. Address unregulated areas whose weaknesses have been exposed;
5. Ensure that supervisors are granted adequate powers to fulfil their tasks.
Collective Investment Schemes – direct investments and savings plans in Mutual Funds Amundi offered by UniCredit Bulbank AD
Structured deposits (such as bank deposits due on the maturity date the performance of which is related to financial benchmark indicators, instruments, commodities or the combinations thereof);
- Offer investors a high level of protection;
- Investment firms shall record telephone conversations, meetings and electronic communications which may lead to a conclusion of a transaction;
- Absolute transparency with regard to consulting services, products and costs;
- Extended suitability assessment of the service offered to a client;
- Provide information about the advantages and risks of investment products and services;
- Achieve greater transparency and strengthen the regulatory framework in respect of markets in financial instruments;
- More flexible and efficient market structures;
- Stricter financial markets regulation;
- Enhanced supervisory functions of regulatory bodies, including powers to impose sanctions;
- Address unregulated areas whose weaknesses have been exposed;
- Investment firms shall make public, on an annual basis, the top five execution venues where they executed client orders in the preceding year regarding the volume of transactions.
New requirements in offering investment products – Collective investment schemes / investment funds/.
With regard to the necessity to identify a target market when the bank distributes financial instruments, each investment firm shall have a personal profile, specifying experience, expertise, financial standing and investment goals in order to compare the chosen financial instrument with the client’s profile.
Providing clients with a document containing key investor information as regards any financial instruments the bank has created or distributed before the conclusion of a transaction;
A new document will come into use – minutes which shall be taken before the conclusion of a transaction or after the meeting if no financial instrument transaction has been conducted. It will be available to the client upon request.
Regular communication /at the end of each quarter/ with the client about the good standing of the client's investments.
Provide an estimate of expected costs related to the provision of a financial instrument before the completion of the transaction;
Information about the impact of costs on expected return;
Annual report about all costs related to the client’s investments.
A Legal Entity Identifier about investors (LEI) which shall be used in carrying out transactions in financial instruments (it does not apply to Savings Plans Amundi).
A new improved framework about investors in carrying out transactions in financial instruments. Full details can be found in the Policy on the Execution of Client Orders of UniCredit Bulbank AD.
Annual information report on the quality of executed client orders for trade in financial instruments, made in accordance with
COMMISSION DELEGATED REGULATION (EU) 2017/576 of 8 June 2016.
In accordance with the requirements of COMMISSION DELEGATED REGULATION (EU) 2017/576 of 8 June 2016 UniCredit Bulbank AD publishes separate reports on the top execution venues, in terms of trade volumes, as follows:
– The top five execution venues for all executed orders of clients during the previous year, depending on the class of financial instruments, which instruments have been classified in terms of traded volumes;
– The top five execution venues to which UCB has direct access for all executed orders of clients during the previous year, depending on the class of financial instruments, which instruments have been classified in terms of traded volumes;
– The top five execution venues to which UCB does not have direct access for all executed orders of clients during the previous year, depending on the class of financial instruments, which instruments have been classified in terms of traded volumes; /this information report is not obligatory/
– The top five investment firms to which it submitted or sold client orders for execution during the previous year, depending on the class of financial instruments, classified in terms of traded volumes:
The information from the reports is published separately in accordance with the type of client – non-professional and professional
The following information is indicated in the reports:
· the class of the financial instruments;
· the name and identifier of the venue;
· the volume of the client orders executed at the respective execution venue, expressed as a percentage of the total executed volume;
· the number of client orders executed at the respective execution venue, expressed as a percentage of total executed orders; · percentage of the executed orders, which were passive and aggressive orders;
· percentage of orders, which were directed orders;
· a confirmation of whether UCB has executed an average of less than one trade per business day in the previous year in that class of financial instruments.
Short summary of the published reports:
Information summary derived from a comprehensive monitoring of the quality of client order execution achieved by the execution venues, in relation to the requirements of art. 3 of the COMMISSION DELEGATED REGULATION (EU) 2017/576 for 2018.
1. All client orders placed with the Bank were of the ‘’directed order’’ type;
2. UniCredit Bulbank AD is a minority shareholder in the Bulgarian Stock Exchange AD, operator on the Bulgarian Stock Exchange Sofia market;
3. There were no special arrangements with execution venues, regarding the payments that were made or received, discounts, rebates or any received non-monetary benefits for 2018;
4. For regulated markets other than Bulgarian Stock Exchange Sofia AD, UniCredit Bulbank AD, in its capacity as an investment firm, submits client orders to brokers for execution, in accordance with the instructions included with the orders.
5. In complying with the requirements an update of the list of execution venues was made, with regard to UniCredit Bulbank AD’s ability to ensure access to the listed execution venues on the basis of arrangements made with third parties.
6. With regard to the type of orders received in the 2018 period – directed order, the execution was performed regardless of the client’s category, strictly adhering to the instructions of the client.
7. The output of a consolidated tape provider established under Article 65 of Directive 2014/65/EU was not used.
MiFID compliant client classification
All clients (investors) that will be classified by UniCredit Bulbank AD in compliance with MiFID and the national Law for Markets in financial instruments and Ordinance №38 by definition of the listed regulatory documents are clients, that do not answer to the necessary criteria for professional clients.
All clients (investors) that will be classified by UniCredit Bulbank AD in compliance with MiFID and the national Law for Markets in financial instruments and Ordinance №38 by definition of the listed regulatory documents are clients that possess experience, knowledge and skills in order to undertake self-dependent investment decisions and properly assess all related risks.
Further to the described above definition as professional clients the Bank may classify:
a) Credit instructions
b) Investment intermediaries
c) Other institutions that are liable to licensing
d) Insurance companies
e) Collective investment enterprises
f) Pension funds
g) Entities that by profession trade with derivative financial instruments on commodities
h) Legal entities that offer investment services or execute investment activities that are expressed only in trading for their own account on markets for financial futures or options or other derivative financial instruments on the money market with the only objective hedging of positions on the markets of derivative financial instruments, or when they trade on someone else’s account (also participant in the market) on these markets, or determine the price for them and when they are guaranteed by a clearing member of the very same market, when the responsibilities for execution of the contracts closed by such entities are assumed by a clearing member of that market.
i) Other institutional investors
j) Big companies that comply with at least two of the listed below criteria:
- Profit and Loss balance- at least € 20.000.000 in BGN equivalency
- Net turnover - at least € 40.000.000 in BGN equivalency
- Own capital - at least € 2.000.000 in BGN equivalency
k) National and regional state agencies and state agencies that participate in the governing of the national debt, central banks, international institutions such as the World Bank, International Currency Fund, Central European Bank, European Investment Banks and other similar international organizations.
l) Other institutional investors whose major activity is the investment in financial instruments, including entities that perform the services of securitization of actives or other financial transactions.
Furthermore, relying on the possibilities that MiFID and the national Law for Markets in financial instruments and Ordinance №38 allow, a client that has initially been classified as a retail client may be treated by UniCredit Bulbank AD as a professional one upon his request if he answers to at least two from the listed below criteria
a) Throughout the last year, the client has made an average of 10 deals with significant volume on the respective market.
b) The worth of the investment portfolio of the person that includes financial instruments and money deposits exceeds the BGN equivalency of € 500.000
c) The person works or has worked in the financial sector for no less than one year and captures/ has captured a position that requires knowledge of the respective deals or services
All clients (investors) that will be classified by UniCredit Bulbank AD in compliance with MiFID and the national Law for Markets in financial instruments and Ordinance №38 by definition of the listed regulatory documents are:
- Investment intermediaries
- Credit institutions
- Insurance companies
- Collective investment schemes
- Pension funds
- Pension - insurance associations
- State agencies that participate in the governing of the national debt
- Central Banks and international institutions
Level of protection
According to the regulations of MiFID and the national legislative framework, depending on the client class that you will be granted with, UniCredit Bulbank AD will provide you with the necessary level of protection prior execution of your investment orders.
For instance, if you are classified as a retail client (by the MiFID standards), the Bank specialist who will take care of your order will ask you various questions related to your knowledge, experience and know-how in deals with investment instruments. Also you may be addressed with a questions aiming to furnish the Bank with information related to your financial situation and risk bearing willingness in order to assess to what extend the investment instrument subject to your contractual relationships with UniCredit Bulbank AD are appropriate for you. In order to secure more clear perception of your personal risk bearing scope, you will be kindly requested to personally declare your risk type on a scale from R1 to R5 (for better understanding of our risk matrix, please see the table below):
Definition of class
No fluctuations in value apart from the risks mentioned, e.g. deposits, savings books, saving with building societies
Slight fluctuations in value (from a current perspective, up to 10% p.a.; stronger fluctuations are possible)
Medium-level fluctuations in value (over 10% p.a.; in exceptional cases, a complete loss is possible)
Speculative investments which may involve the complete loss of the invested capital, because the client wants to take advantage of a very high earnings potential
Extremely risky investments which may involve, beyond the complete loss of the invested capital, the demand for additional funds
Surely, it is your legitimate right to decline provision of the requested information, but in such a case UniCredit Bulbank AD shall be not kept responsible for any kind of risk that may occur at a given point in time throughout the lifetime of your investment. This means that all risks will be for your personal account.
In comparison, if you are classified as a professional client, prior acceptance of your order for investment deals with securities UniCredit Bulbank AD will try to obtain information only related to your investment objectives, and if you are an eligible counterparty according to the MiFID and local legislation standards, the Bank will assume that you possess the necessary funds, knowledge, know-how and experience and will execute your orders at your own responsibility.
According to MiFID and local legislation, you have the right to request different client class level. Please see below chart:
Further to the described above information MiFID and its local legislative equivalency oblige all investment intermediaries to develop and make known to the public the following policies:
- Execution policy (list of execution venues will be part of the Execution policy)
- MiFID compliant general terms and conditions for investment intermediation
- Investment products risk classification matrix
- Compliance and conflict of interests policy
More detailed information regarding above policies will be listed on our Internet page in a due course.