What changed between the adopted text of 24 Apr 2024 and the adopted text of 26 Mar 2026

Removed:▌

Removed:(28) ▌Article 44a is amended as follows:

Removed:(a) the following paragraphs are inserted:

Removed:‘6a. Member States shall ensure that a credit institution issuing eligible instruments qualifying as AT1, Tier 2 instruments or eligible liabilities may sell those instruments to an existing depositor at that credit institution who qualifies as a retail client, as defined in Article 4(1), point (11), of Directive 2014/65/EU, only where the conditions in paragraph 1, points (a), (b) and (c), of this Article are fulfilled and both of the following conditions are met at the time of the purchase:

Removed:(a) the depositor who qualifies as a retail client does not invest an aggregate amount exceeding 10 % of its financial instrument portfolio in instruments referred to in this paragraph;

Removed:(b) the initial investment amount invested in one or more instruments referred to in this paragraph is at least EUR 30 000.

Removed:The credit institution shall ensure that the conditions under points (a) and (b) of this paragraph are met at the time of the purchase, on the basis of the information provided by the retail client in accordance with paragraph 3.

Removed:6b. Eligible instruments referred to in paragraph 6a sold by the issuing credit institution to its depositors qualifying as retail investors without fulfilling the conditions laid down in that paragraph shall not count towards the requirements under Article 45e or 45f for as long as those instruments are held by the depositor to whom they were sold.

Removed:6c. Resolution authorities shall, as part of the assessment of resolvability in accordance with Articles 15 and 16, monitor annually on a group and institution specific basis the extent to which MREL eligible instruments are held by retail investors and report the results to EBA at least once per year. ’;

Removed:(b) the following paragraphs are added:

Removed:‘7a. Member States shall not be required to apply paragraphs 6a and 6b of this Article to instruments referred to in paragraph 6a issued before ... [12 months from the date of entry into force of this amending Directive].

Removed:8. By … [PO please insert the date = 24 months after the date of entry into force of this Directive], EBA shall report to the Commission on the application of this Article. That report shall compare the measures adopted by the Member States to comply with this Article, analyse their effectiveness in protecting retail investors and assess their impact on cross-border operations.

Removed:On the basis of that report, the Commission may submit a legislative proposal to amend this Directive.’;

Removed:(29) in Article 45, paragraph 1 is replaced by the following:

Removed:‘1. Member States shall ensure that institutions and entities referred to in Article 1(1), points (b), (c) and (d), meet, at all times, the requirements for own funds and eligible liabilities where required by and as determined by the resolution authority in accordance with this Article and Articles 45a to 45i.’;

Removed:(30) Article 45b is amended as follows:

Removed:(a) in paragraphs 4, 5 and 7, the word ‘G-SIIs’ is replaced by the words ‘G-SII entities’;

Removed:(b) paragraph 8 is amended as follows:

Removed:(i) in the first subparagraph, the word ‘G-SIIs’ is replaced by the words ‘G-SII entities’;

Removed:(ii) in the second subparagraph, point (c), the word ‘G-SII’ is replaced by the words ‘G-SII entity’;

Removed:(iii) in the fourth subparagraph, the word ‘G-SIIs’ is replaced by the words ‘G-SII entities’;

Removed:(c) the following paragraph 10 is added:

Removed:‘10. Resolution authorities may permit resolution entities to comply with the requirements referred to in paragraphs 4, 5 and 7 using own funds or liabilities as referred to in paragraphs 1 and 3 when all of the following conditions are met:

Removed:(a) for entities that are G-SII entities or resolution entities that are subject to Article 45c(5) or (6), the resolution authority has not reduced the requirement referred to in paragraph 4 of this Article, pursuant to the first subparagraph of that paragraph;

Removed:(b) the liabilities referred to in paragraph 1 of this Article that do not meet the condition referred to in Article 72b(2), point (d), of Regulation (EU) No 575/2013 comply with the conditions set out in Article 72b(4), points (b) to (e), of that Regulation.’;

Removed:(31) Article 45c is amended as follows:

Removed:(a) in paragraph 3, eighth subparagraph, the words ‘critical economic functions’ are replaced by the words ‘critical functions’;

Removed:(b) paragraph 4 is replaced by the following:

Removed:‘4. EBA shall develop draft regulatory technical standards specifying the methodology to be used by resolution authorities to estimate the requirement referred to in Article 104a of Directive 2013/36/EU and the combined buffer requirement for:

Removed:(a) resolution entities at the resolution group consolidated level, where the resolution group is not subject to those requirements under Directive 2013/36/EU;

Removed:(b) entities that are not themselves resolution entities, where the entity is not subject to those requirements under Directive 2013/36/EU on the same basis as the requirements referred to in Article 45f of this Directive.

Removed:EBA shall submit those draft regulatory technical standards to the Commission by … [OP please insert the date = 12 months from the date of entry into force of this amending Directive].

Removed:Power is delegated to the Commission to adopt the regulatory technical standards referred to in the first subparagraph of this paragraph in accordance with Articles 10 to 14 of Regulation (EU) No 1093/2010.’;

Removed:(c) in paragraph 7, eighth subparagraph, the words ‘critical economic functions’ are replaced by the words ‘critical functions’;

Removed:(32) the following Article 45ca is inserted:

Removed:‘Article 45ca

Removed:Determination of the minimum requirement for own funds and eligible liabilities for transfer strategies▌

Removed:1. When applying Article 45c to a resolution entity whose preferred resolution strategy envisages, independently or in combination with other resolution tools, ▌ the use of the sale of business tool or the bridge institution tool▌, the resolution authority shall set the recapitalisation amount provided in Article 45c(3) in a proportionate way on the basis of the following criteria, as relevant:

Removed:(a) the ▌size, business model, funding model and risk profile of the resolution entity or, as relevant, the size of the part of the resolution entity that is subject to the sale of business tool or bridge institution tool;

Removed:(b) the shares, other instruments of ownership, assets, rights or liabilities to be transferred to a recipient as identified in the resolution plan, taking into consideration:

Removed:(i) the core business lines and critical functions of the resolution entity;

Removed:(ii) the liabilities excluded from bail-in pursuant to Article 44(2);

Removed:(iii) the safeguards referred to in Articles 73 to 80;

Removed:(iiia) the expected own funds requirements for any bridge institution that might be needed to implement the market exit of the resolution entity, to ensure compliance by the bridge institution with Regulation (EU) No 575/2013, Directive 2013/36/EU and Directive 2014/65/EU, as applicable;

Removed:(iiib) the expected demand by the recipient for the transaction to be capital neutral with regard to the requirements applicable to the acquiring entity;

Removed:(c) the expected value and marketability of the shares, other instruments of ownership, assets, rights or liabilities of the resolution entity referred to in point (b), taking into account:

Removed:(i) any material impediments to resolvability, identified by the resolution authority, that are ▌related to the application of the sale of business tool or the bridge institution tool;

Removed:(ii) the losses resulting from the assets, rights or liabilities left in the residual institution;

Removed:(iia) a potentially adverse market environment at the time of resolution;

Removed:(d) whether the preferred resolution strategy envisages the transfer of shares or other instruments of ownership issued by the resolution entity, or of all or part of the assets, rights and liabilities of the resolution entity;

Removed:(e) whether the preferred resolution strategy envisages the application of the asset separation tool.

Removed:▌

Removed:3. The application of paragraph 1 shall not result in an amount that is higher than the amount resulting from application of Article 45c(3) or in an amount that is lower than 13,5% of the total risk exposure amount, calculated in accordance with Article 92(3) of Regulation (EU) No 575/2013, and lower than 5% of the total exposure measure of the relevant entity referred to in paragraph 1 of this Article, calculated in accordance with Articles 429 and 429a of Regulation (EU) No 575/2013.’;

Removed:(33) in Article 45d(1), the introductory wording is replaced by the following:

Removed:‘The requirement referred to in Article 45(1) for a resolution entity that is a G-SII entity shall consist of the following:’;

Removed:(34) in Article 45f(1), the third subparagraph is replaced by the following:

Removed:‘By way of derogation from the first and second subparagraphs of this paragraph, Union parent undertakings that are not themselves resolution entities, but are subsidiaries of third-country entities, shall comply with the requirements laid down in Articles 45c and 45d on a consolidated basis.’;

Removed:(35) Article 45l is amended as follows:

Removed:(a) in paragraph 1, point (a) is replaced by the following:

Removed:‘(a) how the requirement for own funds and eligible liabilities set in accordance with Article 45e or Article 45f has been implemented at national level, including Article 45ca, and in particular whether there have been divergences in the levels set for comparable entities across Member States;’