On 3 September 2020, a new European Directive, the Shareholders Rights Directive II ("SRD II"), will enter into force introducing important regulatory changes for intermediaries. SRD II aims to encourage long-term shareholder engagement in European shares by introducing new requirements, including:

• Obligations for all intermediaries in the chain of custody to provide shareholders information to issuers on demand and no later than the business day immediately following the date of receipt of the request;
• Requirements for intermediaries to make available meeting announcements or any other information which an issuer is required to provide to shareholders to enable a shareholder to exercise its rights
• Requirements for intermediaries to facilitate the ability of shareholders to participate in meetings by passing on a shareholder's participation instructions (for example a vote or request to attend the meeting), without delay.

Note that the Directive applies to any intermediary, whether based in the EEA or not. Accordingly, IBKR may in the future forward any request to provide shareholders information that IBKR may receive from issuers (or other appointed entities) whose share is owned through the IBKR accounts of an intermediary or their clients.

Upon receipt of these requests, intermediaries will be required to provide shareholders information directly to the issuers no later than the business day immediately following the date of receipt of the request.

Information to Disclose

• Full name;
• Contact details (address, email address);
• Unique identifiers;
• Number of shares held;
• Category/classes of shares held (Only if explicitly requested);
• Dates from which the shares are held (Only if explicitly requested);
• Depository location;
• Vote-eligible shares.

Requests Thresholds

Member states can establish that the right of the issuer to obtain the shareholders information is only effective with regard to holding of a minimum percentage of voting rights, which where set cannot exceed 0.5%.

Requests Handling

IBKR will send these requests in a standardised electronic format. Shareholders information shall be provided directly to the issuer (or other third party entity appointed) in the format prescribed by SRD II. We recommend that intermediaries review the Commission Implementing Regulation (EU) 2018 1212, which details the regulatory formats.

IBKR has appointed a third party provider, Mediant, to facilitate the requests handling. To use their services, they can be contacted directly at SRDTabulations@mediantonline.com.

Alternatively, intermediaries should ensure that they have alternative ways to reply to these requests for information after 3 September 2020.

Introduction

You can request IBKR Australia perform your Australian short position reporting obligations on your behalf.

What is a short position?

A short position arises where the quantity of an eligible product that you hold is less than the quantity of the eligible product that you have an obligation to deliver, such as when you engaged in short selling an ASX-listed security and borrowed securities from IBKR to cover your delivery obligation.

When do I have a reporting obligation?

Short sellers have an obligation to report certain short positions to the Australian Securities & Investments Commission (ASIC). Reporting on short positions that are below the thresholds set by ASIC is optional. A short position does not need to be reported to ASIC when:

• The value of the position is AUD 100,000 or less; and
• The position is 0.01% or less of the total quantity of securities or products on issue for that security or product.

Otherwise, the short position must be reported.

The following table provides a convenient summary of when a short position must be reported (“Reportable Short Position”):

What you need to know about short position reporting:

It is important that any clients trading or wishing to trade eligible products understand that they may have an obligation to report their Reportable Short Positions to ASIC daily.

This obligation applies to any short sellers with a Reportable Short Position under the rules whether inside or outside of Australia. By default, IBKR Australia does not report Reportable Short Positions on your behalf, so you must arrange for the reporting of your short positions (if required).

IBKR Australia, along with many third-party firms, can provide this service to you subject to applicable terms and conditions.

If you would like IBKR Australia to perform your short position reporting for eligible products held in your IBKR account, please enrol in the service via Client Portal. Currently, this service is offered at no additional cost to IBKR Australia clients.

Please note:

• If your account does not allow shorting of securities, there is no need to sign up for this service.
• IBKR Australia will only offer the option to report all short positions and not only your Reportable Short Positions.

If you enroll in the IBKR short position reporting service:

• You must not hold any other eligible products with any other bank, broker or custodian because our systems use the positions in your IBKR account to determine whether you have a reportable short position. We cannot accurately calculate your short position if you hold eligible positions elsewhere.
• You must ensure that the information you provide us is complete and accurate in all respects, as we are required to provide ASIC with certain personal information about you.
• The obligation to report your short positions is always yours and is not transferred to IBKR under any circumstance (i.e. IBKR does not become responsible for your short position reporting obligations);
• If, for any reason, we are unable to report your short positions to ASIC before the deadline or at all, we will endeavour to inform you as early as possible so that you can make alternative arrangements. However, we make no warranties that you will receive the notification prior to the reporting deadline.

How do I apply?

To apply, all you need to do is log in to your account via the Client Portal, navigate to the Settings > Account Settings menu, click on the “ASIC Short Position Reporting” icon and follow the prompts.

As part of this process, you will need a unique identifier. For Australian applicants, this can be your ACN or ARBN. For overseas clients this can be your SWIFT BIC. Alternatively, you may register with ASIC to obtain a unique identity code.

Upon electing IBKR Australia to perform this short position reporting obligation on your behalf, you must warrant that the reportable short positions held with IBKR Australia represent your entire portfolio in applicable Reportable Short Positions and acknowledge that IBKR Australia will rely on this representation and warranty in good faith on each occasion that it makes a short position report to ASIC on your behalf.

Where can I get more information?

Clients seeking more information on their short position reporting obligations should refer to the following resources:

• ASIC Regulatory Guide 196, which contains an overview of the applicable short selling rules and disclosure requirements.
• ASIC Info Sheet 98, which provides an overview of how to submit short position reports to ASIC via FIX and a list of vendors who may be able to assist you with your short position reporting obligations if you don’t elect to enrol in the IBKR short position reporting service.

简介

欧盟《金融工具市场法规（MiFID）》及其后修订版MiFID II要求盈透证券英国有限公司【Interactive Brokers (U.K.) Limited (IBUK)】根据客户的知识水平、经验和专长将客户分为“零售客户”、“专业客户”或“合格对手方”这几类。 

专业客户与零售客户在监管保障方面的主要区别有：

1. 组合投资的性质与风险说明：以其它服务或产品作为协议条件向零售客户提供投资服务的公司必须：(i) 告知零售投资者组合协议的风险是否与各组成部分单独对应的风险有所不同；并(ii) 向零售客户提供协议不同组成部分的充分说明以及各部分相互作用改变风险的方式。上述要求不适用于专业客户。但是，除了下方第3点的情况外，IBUK的处理方法并不会有太多不同。

2. 差价合约（”CFD“）的投资者保护措施：欧洲证券与市场管理局（”ESMA“）针对向零售客户提供差价合约推出了干预措施。措施包括：(i) 对开仓头寸实施新的杠杆限制，根据底层证券的波动率而定；(ii) 以单个账户为单位的保证金平仓规则，标准化了供应商必须平仓一个或多个未结差价合约的保证金百分比水平；(iii) 以单个账户为单位的负余额保护规则；
(iv) 限制交易差价合约的奖励；以及(v) 标准化风险警示，包括披露差价合约供应商出现亏损的零售投资者账户的百分比。上述要求不适用于专业客户。

3. 与客户的沟通：公司必须确保其与所有客户的沟通均清楚、公证、不具误导性。但是，公司与专业客户沟通（有关其自身、其服务与产品以及其报酬）的方式则可能会和与零售客户沟通的方式不同。公司在信息提供的详细程度、使用的工具以及时间选择方面的责任都会根据客户是零售客户还是专业客户而会有所不同。发送某些产品特定文件（如零售及保险投资产品组合（“PRIIP”）关键信息文件（“KID”）的要求不适用于专业客户。

4. 价值减损报告： 若零售客户账户持有杠杆金融产品头寸或涉及或有负债交易，则如果各产品的初始价值下降10%且之后以10%的倍数下跌，则公司必须通知零售客户。上述要求不适用于专业客户。

5. 合适性：在评估非咨询（non-advised）服务的合适性时，公司须确定客户是否具备必要的经验和知识，能够了解所提供或需求之产品或服务相关的风险。该等合适性评估要求应用到客户时，公司会认为专业客户具备必要的经验和知识了解其被分类为专业客户的该等特定投资服务或交易、或该等类型交易或产品相关的风险。但公司不会对零售客户作此假设，而是必须确定零售客户确实具备必要的经验和知识水平。
 

IBUK提供非咨询服务，在评估既定服务或产品的合适性时，不需要像对零售客户那样对专业客户索取信息或遵守评估程序，如果不能确定某一既定服务或产品的合适性，IBUK也不需要向专业客户发出警告。 

6. 责任免除：在FCA法规下，公司针对零售客户免除或限制其自身责任或义务的能力比针对专业客户时要弱。

7. 金融服务申诉机构：英国金融申诉服务机构对专业客户不可用，除非其是，例如，在其自身行业、业务、技能或专业之外行动的消费者、小型企业或个人。

8. 补偿： IBUK是英国金融服务补偿计划的参与成员。如果IBUK不能履行对您的义务，您有权从该计划索取赔偿。这取决于业务的类型以及索赔的情况；补偿仅对某些类型的索赔人和某些类型的业务可用。从补偿计划获取补偿的资格将根据计划适用的规则确定。
 

重新分类为专业客户

IBUK允许其零售客户申请重新分类为专业客户。我们会告知客户其客户分类，并且客户可随时在账户管理（设置>账户设置>MiFID客户类别）中进行查看。客户也可从本页面请求更改其MiFID分类。

在下方两种情况下，IBUK会考虑将零售客户重新分类为专业客户：

2. 如果基于对客户技能、经验和知识的评估，IBUK有理由相信，考虑所设想之交易或服务的性质，客户能够自行做出投资决定并了解其中风险，则IBUK会将客户作为选择性专业客户。不满足固有专业客户要求的客户仍然可以申请被分类为选择性专业客户。

要获得重新分类，零售客户必须提供证据证明其至少满足以下标准中的两项：

1. 在过去4个季度，客户进行大额金融产品交易的平均频率达每季度10次。

IBUK会考虑以下条件来确定大额交易：

a. 过去4个季度内，进行了至少40笔交易；
b. 过去4个季度内每个季度至少进行了1笔交易；
c. 过去4个季度内进行的最大的40笔交易总名义价值大于200,000欧元；
d. 账户净资产价值大于50,000欧元。

现货外汇和未分配OTC金属交易不纳入计算。

2. 客户持有的金融产品（包括现金）投资组合超过500,000欧元（或等值）；

3. 客户是个人账户持有人或机构账户交易者，且其至少有一年在金融行业要求具备产品知识的专业岗位工作的经验。

重新分类为零售客户 专业客户可以在上述同一账户管理页面（设置>账户设置>MiFID客户类别）向IBUK提出申请将其重新分类为零售客户。

除了受监管实体或由受监管基金经理管理的基金应分类为固有专业客户外，IBUK可接受所有此类请求。

本信息仅用于指导盈透证券全披露清算服务客户。
注：以上信息不作为全面穷尽式指南，也不是对法规的权威性解释，而是对IBUK对待客户分类和重新分类政策之方法的总结。

Introduction

The European Union legislative act known as the Markets in Financial Instruments Directive, or MiFID, as amended by MiFID II, requires Interactive Brokers (U.K.) Limited (IBUK) to classify each Client according to their knowledge, experience and expertise: "Retail", "Professional" or "Eligible Counterparty". 

The main differences in regulatory protections afforded to Professional Clients as compared with Retails Clients are:

1. Description of the nature and risks of packaged investments: A firm that offers an investment service with another service or product or as a condition of the same agreement with a retail client must: (i) inform retail clients if the risks resulting from the agreement are likely to be different from the risks associated with the components when taken separately; and (ii) provide retail clients with an adequate description of the different components of the agreement and the way in which its interaction modifies the risks. The above requirements do not apply in respect of professional clients. However, IBUK will not make such differentiation apart from the case specified under point 3 below.

2. Investor protection measures on the provision of Contracts for Differences (“CFDs”): The European Securities and Markets Authority (“ESMA”) introduced product intervention measures on the provision of CFDs to retail investors. The measures include: (i) New leverage limits on the opening of a position, which vary according to the volatility of the underlying; (ii) A margin close out rule on a per account basis that standardises the percentage of margin at which providers are required to close out one or more open CFDs; (iii) Negative balance protection on a per account basis;
(iv) A restriction on the incentives offered to trade CFDs; and (v) A standardised risk warning, including the percentage of losses on a CFD provider’s retail investor accounts.The above requirements do not apply in respect of professional clients.

3. Communication with clients: A firm must ensure that its communications with all clients are fair, clear and not misleading. However, the way in which a firm may communicate with professional clients (about itself, its services and products, and its remuneration) may be different from the way in which the firm communicates with retail clients. A firm’s obligations in respect of the level of details, medium and timing of the provision of information are different depending on whether the client is a retail or professional client. The requirements to deliver certain product-specific documents, such as Key Information Documents (“KID”) for Packaged Retail and Insurance-based Investment Products (“PRIIPs”), are not applied to professional clients.

4. Depreciation in value reporting: A firm that holds a retail client account that includes positions in leveraged financial instruments or contingent liability transactions must inform the retail client, where the initial value of each instrument depreciates by 10 per cent and thereafter at multiples of 10 per cent. The above requirements do not apply in respect of professional clients.

5. Appropriateness: When assessing appropriateness for non-advised services, a firm may be required to determine whether the client has the necessary experience and knowledge in order to understand the risks involved in relation to the product or service offered or demanded. Where such an appropriateness assessment requirement applies in respect of a client, the firm may assume that a professional client has the necessary experience and knowledge in order to understand the risks involved in relation to those particular investment services or transactions, or types of transaction or product, for which the client is classified as a professional client. A firm may not make such an assumption for a retail client and must determine that a retail client does have the necessary level of experience and knowledge.
 

IBUK provides non-advised services and is not required to request information or adhere to the assessment procedures for a professional client when assessing the appropriateness of a given service or product as with a retail client, and IBUK may not be required to give warnings to the professional client if it cannot determine appropriateness with respect to a given service or product. 

6. Exclusion of liability: Firms’ ability to exclude or restrict any duty or liability owed to clients is narrower under the FCA rules in the case of retail clients than in respect of professional clients.

7. The Financial Services Ombudsman: The services of the Financial Ombudsman Service in the UK may not be available to professional clients, unless they are, for example, consumers, small businesses or individuals acting outside of their trade, business, craft or profession.

8. Compensation: IBUK is a member of the UK Financial Services Compensation Scheme. You may be entitled to claim compensation from that scheme if IBUK cannot meet its obligations to you. This will depend on the type of business and the circumstances of the claim; compensation is only available for certain types of claimants and claims in respect of certain types of business. Eligibility for compensation from the scheme is determined under the rules applicable to the scheme.
 

Re-categorisation as Professional Client

IBUK allows its Retail Clients to request to be re-categorised as Professional Clients. Clients are notified of their Client Category and can check it at any time from Account Management, under Settings> Account Settings> MiFID Client Category. From this same screen, Clients can also request to change their MiFID Category.

IBUK will consider re-categorising Retail Clients to Professional Clients in two instances:

2. IBUK may treat Clients as Elective Professional Clients if, based on an assessment of the Client’s expertise, experience, and knowledge, IBUK is reasonably assured that, in light of the nature of the transactions or services envisaged, the Client is capable of making its own investment decisions and understand the risks involved. Clients who do not meet the requirements to be categorised as Per Se Professional Clients can still request to be categorised as Elective Professional Clients.

To obtain such re-categorisation, Retail Clients must provide evidence that they satisfy at least two (2) of the following criteria:

1. Over the last four (4) quarters, the Client conducted trades in financial instruments in significant size at an average frequency of ten (10) per quarter.

To determine the significant size IBUK considers the following:

a. During the last four quarters, there were at least forty (40) trades; and
b. During each of the last four (4) quarters, there was at least one (1) trade; and
c. The total notional value of the top forty (40) trades of the last four (4) quarters is greater than EUR 200,000; and
d. The account has a net asset value greater than EUR 50,000.

Trades in Spot FX and Unallocated OTC Metals are not considered for the purpose of this calculation.

2. The Client holds a portfolio of financial instruments (including cash) that exceeds EUR 500,000 (or equivalent);

3. The Client is an individual accountholder or a trader of an organisation account who works or has worked in the financial sector for at least one year in a professional position which requires knowledge of products it trades in.

Re-categorisation as Retail Client Professional Clients can request IBUK to be re-categorised as Retail Clients, from the same Account Management page described above (under Settings> Account Settings> MiFID Client Category).

With the sole exception of regulated entities or funds managed by regulated fund managers, which are categorised as Per Se Professional Clients, IBUK accepts all such requests.

THIS INFORMATION IS GUIDANCE FOR INTERACTIVE BROKERS FULLY DISCLOSED CLEARED CUSTOMERS ONLY.
NOTE: THE INFORMATION ABOVE IS NOT INTENDED TO BE A COMPREHENSIVE, EXHAUSTIVE NOR A DEFINITIVE INTERPRETATION OF THE REGULATION, BUT A SUMMARY OF IBUK’S APPROACH TO CLIENT CATEGORISATION AND RE-CATEGORISATION POLICY.