ASIC RG 172 — ASIC Regulatory Guide – RG 172 Financial markets: Domestic and overseas operators

Page 1 REGULATORY GUIDE 172 Financial markets: Domestic and overseas operators September 2026 About this guide This guide provides guidance about the licensing regime and regulatory obligations for operators of financial markets. Page 2 REGULATORY GUIDE 172: Financial markets: Domestic and overseas operators © Australian Securities and Investments Commission September 2026 Page 2 About ASIC regulatory documents In administering legislation ASIC issues the following types of regulatory documents. Consultation papers: seek feedback from stakeholders on matters ASIC is considering, such as proposed relief or proposed regulatory guidance. Regulatory guides: give guidance to regulated entities by:  explaining when and how ASIC will exercise specific powers under legislation (primarily the Corporations Act)  explaining how ASIC interprets the law  describing the principles underlying ASIC’s approach  giving practical guidance (e.g. describing the steps of a process such as applying for a licence or giving practical examples of how regulated entities may decide to meet their obligations). Information sheets: provide concise guidance on a specific process or compliance issue or an overview of detailed guidance. Reports: describe ASIC compliance or relief activity or the results of a research project. Document history This guide was issued in September 2026 and is based on legislation and regulations as at the date of issue. This guide replaces:  Superseded Regulatory Guide 172 Financial markets: Domestic and overseas operators, issued 2 August 2022  Superseded Regulatory Guide 172 Australian market licences: Australian operators, issued 6 March 2002 with Addendum 1 added in November 2012  Superseded Regulatory Guide 177 Australian market licences: Overseas operators, issued 30 October 2003  Superseded Regulatory Guide 223 Guidance on ASIC market integrity rules for competition in exchange markets, issued 4 May 2015, Sections B, C, F, H and the parts of Sections D, E and G that apply to market operators Disclaimer This guide does not constitute legal advice. We encourage you to seek your own professional advice to find out how the Corporations Act and other applicable laws apply to you, as it is your responsibility to determine your obligations. Examples in this guide are purely for illustration; they are not exhaustive and are not intended to impose or imply particular rules or requirements. Page 3 REGULATORY GUIDE 172: Financial markets: Domestic and overseas operators © Australian Securities and Investments Commission September 2026 Page 3 Contents Introduction to this guide ....................................................................... 5 PART 1 Obligations under the Corporations Act for all licensed market operators ....................................................................... 6 A Overview of Part 1 .................................................................... 7 Role of financial markets ...................................................................... 7 Regulation of financial markets ............................................................. 7 Objectives and outcomes of market operator regulation....................... 7 B Do you need a market licence? .............................................. 9 When do you need a licence? .............................................................. 9 Is your operation a financial market? .................................................... 9 C What type of licence? ............................................................ 13 Domestic or overseas licence? ........................................................... 13 Tier 1 or tier 2 licence? ....................................................................... 13 Is your market venue ‘operated in this jurisdiction’? ........................... 15 D Market licensee obligations .................................................. 19 Application of licence obligations to tiers of market venues ................ 19 Explanation of licence obligations ....................................................... 22 E Overseas market licence ....................................................... 48 Overview............................................................................................. 48 Our licensing approach ....................................................................... 48 What are the obligations of overseas licensees? ................................ 52 How will we assess compliance? ........................................................ 54 F Can you get a market licence exemption? .......................... 55 Overview............................................................................................. 55 When an exemption may be granted .................................................. 55 When exemptions will not likely be granted ........................................ 56 G ASIC supervision, suspension or revocation of a licence, and other matters ................................................................... 57 ASIC market surveillance ................................................................... 57 ASIC supervision ................................................................................ 57 Suspension and cancellation of a licence ........................................... 59 ASIC's power to require reports .......................................................... 60 Approval to have more than 20% voting power .................................. 60 H Applications ............................................................................ 63 How to apply for a licence, variation or exemption ............................. 63 PART 2 Obligations under the market integrity rules ...................... 66 I Overview of Part 2 .................................................................. 67 ASIC market integrity rules ................................................................. 67 Scope and application of the rules ...................................................... 67 J Pre-trade transparency .......................................................... 70 Scope and application ........................................................................ 70 Orders and quotes to be pre-trade transparent .................................. 71 Exceptions .......................................................................................... 72 Content of pre-trade disclosures ......................................................... 77 Priority for pre-trade transparent orders.............................................. 78 K Post-trade transparency ........................................................ 79 Scope and application ........................................................................ 79 Market participants’ obligations to report data .................................... 79 Market operators’ obligations to validate post-trade information ........... 81 Market operators’ obligations to make data available ......................... 83 Course-of-sales information................................................................ 84 L Consolidation of pre-trade and post-trade information ..... 86 Scope and application ........................................................................ 86 Obligations on market operators ......................................................... 86 Minimum standards for data consolidators ......................................... 87 Page 4 REGULATORY GUIDE 172: Financial markets: Domestic and overseas operators © Australian Securities and Investments Commission September 2026 Page 4 M Data feeds and regulatory data ............................................ 89 Scope and application ........................................................................ 89 Data feeds to ASIC ............................................................................. 89 Information about market participants ................................................ 90 Regulatory data .................................................................................. 90 N Changes to procedures ......................................................... 94 Scope and application ........................................................................ 94 Notifying ASIC of material changes to procedures ............................. 94 O Extreme price movements .................................................... 96 Scope and application ........................................................................ 96 Market level order entry controls: Anomalous order thresholds ............ 97 Market level controls: Preventing extreme price movements............ 100 Transparent policies for trade cancellations ..................................... 107 P Market operator cooperation and operational requirements ........................................................................ 109 Scope and application ...................................................................... 109 Trading suspensions and system outages........................................ 110 Information sharing between market operators ................................ 112 Assignment of common identifiers and symbols ............................... 115 Synchronised clocks ......................................................................... 116 Tick sizes .......................................................................................... 118 Record keeping ................................................................................ 119 Good fame and character requirement ............................................. 120 Q Technological and operational resilience ......................... 121 Scope and application ...................................................................... 121 Trading controls ................................................................................ 122 Critical business services ................................................................. 123 Information security .......................................................................... 134 Business continuity plans ................................................................. 137 Governance ...................................................................................... 143 Appendix 1: Listing principles ........................................................... 145 Principles for listing rules .................................................................. 145 Appendix 2: Pre-trade and post-trade transparency data fields .... 149 Key terms ............................................................................................. 152 Related information ............................................................................. 159 Page 5 REGULATORY GUIDE 172: Financial markets: Domestic and overseas operators © Australian Securities and Investments Commission September 2026 Page 5 Introduction to this guide RG 172.1 This guide is divided into two parts. RG 172.2 Part 1 relates to the obligations of market operators set out under Pts 7.2 and 7.2A of the Corporations Act 2001 (Corporations Act). These obligations are relevant for all licensed or exempt market operators, as applicable. RG 172.3 Part 2 relates to the obligations of certain domestic market operators that are subject to the ASIC market integrity rules, as specifically identified in: (a) the ASIC Market Integrity Rules (Securities Markets) 2017; and (b) the ASIC Market Integrity Rules (Futures Markets) 2017. Page 6 REGULATORY GUIDE 172: Financial markets: Domestic and overseas operators—Part 1 © Australian Securities and Investments Commission September 2026 Page 6 PART 1 Obligations under the Corporations Act for all licensed market operators RG 172.4 Part 1 of this guide outlines our role in, and approach to, regulation of financial markets as defined under s767A of the Corporations Act. It deals with a range of financial markets (also referred to as market venues in this regulatory guide) operating in Australia and covers those operated by domestic and overseas operators. RG 172.5 It sets out: (a) our approach to, and outcomes of, market regulation; (b) when we take you to be operating a financial market; (c) our approach to, and guidance on, the obligations of licensees; (d) tailored regulation of overseas operators; (e) exemptions from the licence regime; (f) our supervision of licensees; and (g) applying for a licence or exemption. Page 7 REGULATORY GUIDE 172: Financial markets: Domestic and overseas operators—Part 1 © Australian Securities and Investments Commission September 2026 Page 7 A Overview of Part 1 Key points The market licence regime applies to a broad range of venues, from traditional exchanges to non-exchange market venues. We seek to regulate licensed venues to ensure they are operated in a fair, orderly and transparent manner. Role of financial markets RG 172.6 Market venues, whether they are traditional exchanges or non-exchange market venues, perform a critical function in the financial system by facilitating the flow of capital between suppliers of capital (e.g. retail and institutional investors) and users of capital (e.g. businesses and government). In fulfilling this role, market venues support efficient capital allocation for funding economic growth, provide access to investment opportunities for wealth creation, and facilitate risk management across the economy. Regulation of financial markets RG 172.7 ASIC’s main functions in regulating market operators are to: (a) assess applications for market licences and exemptions, changes to operating rules, and other matters concerning the structure and operation of financial markets; (b) assess and enforce operators’ compliance with their obligations; and (c) enforce the prohibition on a person operating, or holding out that the person operates, a financial market in Australia, if the person does not hold a licence or an exemption. RG 172.8 For domestic licensed markets, we also have frontline responsibility for supervising secondary trading activity taking place on those markets and making and ensuring compliance with the ASIC market integrity rules: see Part 2 of this guide. Objectives and outcomes of market operator regulation RG 172.9 ASIC’s regulatory objectives are to facilitate effective capital formation and risk management, and support investor interests. In doing so, we help maintain the integrity, quality and international reputation of the Australian Page 8 REGULATORY GUIDE 172: Financial markets: Domestic and overseas operators—Part 1 © Australian Securities and Investments Commission September 2026 Page 8 financial system, therefore enabling Australian businesses to access capital more efficiently and cost effectively. RG 172.10 In seeking to ensure financial market operators meet their statutory obligation to operate markets that are fair, orderly and transparent, our regulatory focus is directed at market operators delivering the following outcomes: (a) Price formation: Price formation on the market reflects genuine supply and demand. There is transparency to users about the consequences of trading decisions, including an indication of whether and at what price/volume trading may occur on the market as well as the reliable distribution of price-sensitive information. (b) Orderly functioning of the market: The market is able to operate as intended with controls for undue aberrations or extreme volatility. The operation of the market is also supported by robust technology and operational risk resourcing and controls to ensure resiliency and enable it to function reliably in all appropriate circumstances. (c) Fair access: Access to facilities and services is provided in a fair, transparent and non-discriminatory manner, including as to commercial terms. This includes access to order types, products, data and other services. Fair access is provided to users and, where appropriate, other stakeholders. (d) Users are informed and receive fair treatment: Sufficient information is available to enable informed use of the market, including about how the market operates. Where market operators provide information to market users, they do so in an efficient and effective way. The interests of different users are appropriately balanced, with like treatment for like circumstances and no market users are unduly favoured over others. (e) Admission: Operators have rules and practices to ensure that admission of participants, users and products is designed to achieve high-quality outcomes—and apply appropriate ongoing expectations and transparency about when discipline, removal or suspension may occur. Note: See Appendix 1 for more details on our expectations for markets that have a listing function. (f) Market integrity: Operators have capacity and arrangements to administer and oversee the market so that market integrity outcomes are achieved. RG 172.11 In seeking to ensure market operators achieve these outcomes, we administer the licensing regime in a substantially consistent manner for operators in similar circumstances, and maintain a technology-neutral approach. Page 9 REGULATORY GUIDE 172: Financial markets: Domestic and overseas operators—Part 1 © Australian Securities and Investments Commission September 2026 Page 9 B Do you need a market licence? Key points You will need a market licence if you operate a financial market in this jurisdiction. The definition of ‘financial market’ is broad. We also provide guidance on when we are more likely to have a regulatory interest in a particular market venue under the market licensing regime. When do you need a licence? RG 172.12 The Corporations Act prohibits a person from operating, or holding out that they operate, a financial market in Australia, unless the person has: (a) an Australian market licence that authorises the person to operate the market; or (b) an exemption from the licensing requirement (s791A): see Section F. Is your operation a financial market? RG 172.13 A financial market is defined in s767A as a facility through which: (a) offers to acquire or dispose of financial products are regularly made or accepted; or (b) offers or invitations are regularly made to acquire or dispose of financial products that are intended to result or may reasonably be expected to result, directly or indirectly, in: (i) the making of offers to acquire or dispose of financial products; or (ii) the acceptance of such offers. Note: See s767A(1). RG 172.14 This section outlines our approach to this definition, including our approach to who is a participant on a financial market. What is a financial market? RG 172.15 The definition in s767A(1) is broad and applies to any form of technology or physical infrastructure that would enable persons to make or accept offers or invitations by means of the facility. Page 10 REGULATORY GUIDE 172: Financial markets: Domestic and overseas operators—Part 1 © Australian Securities and Investments Commission September 2026 Page 10 RG 172.16 The essential feature of both an offer and an invitation is that the offer or invitation is intended to result, or may reasonably be expected to result, in a binding contract. This includes: (a) formal contractual offers; (b) requests for others to make a formal contractual offer; and (c) requests to enter a course of negotiations with a view to entering into a binding contract. RG 172.17 We are more likely to have a strong regulatory interest in a market venue if it has one or more features that enable some or all of the terms of the agreement to occur by means of the facility. RG 172.18 This is the case even where steps may also occur away from the facility to finalise, amend or confirm the agreement’s terms. For example, if a facility enables a person to receive and respond to a request for quote, we are more likely to have a regulatory interest, even if elements of the process for finalising and documenting a trade (such as confirmation of the terms of the contract, checking credit limits, amending agreed terms or adding to them) are done elsewhere. Note: The definition in s767A(1) does not include any post-trade processes that may be required, such as meeting obligations under the agreement. A person who operates a facility for this purpose may be operating a clearing and settlement (CS) facility: see the definition in s768A and Regulatory Guide 211 Clearing and settlement facilities: Australian and overseas operators (RG 211). Elements of the s767A(1) definition RG 172.19 As explained above, offers and invitations can range from formal contractual offers to requests to enter a course of negotiations. This means the offers and invitations that may be made through a facility can differ in the information contained and in form, but the facility would still be a financial market as long as it meets the elements of the definition. RG 172.20 For example, a request to enter a course of negotiations may include one or more of the product, person, price or indicative price, volume or other component of a potential contract, while a binding contractual offer may be expected to identify the key elements of the contract. RG 172.21 A facility can be an integrated infrastructure made up of multiple components. Such integrated infrastructure may be a financial market even if any or all of its components, when considered in isolation, do not of themselves constitute a financial market. RG 172.22 A number of component parts may constitute a single facility where, for example: (a) the component parts are owned or controlled by the same entity or are part of the same corporate group; or Page 11 REGULATORY GUIDE 172: Financial markets: Domestic and overseas operators—Part 1 © Australian Securities and Investments Commission September 2026 Page 11 (b) together the component parts enable offers or invitations to be made and/or accepted, and no component part is a regulated market. RG 172.23 Section 767A refers to offers or acceptances being ‘regularly’ made or accepted. The term ‘regularly’ means the facility can provide recurring opportunities to acquire or dispose of financial products through the facility. ‘Regularly’ does not mean continuously or at specified intervals. RG 172.24 This means the requirement of regularity may be satisfied even if there are small numbers of infrequent offers or invitations made or accepted through the facility because, for example: (a) the facility only operates for a short period of time; (b) there is limited commercial activity taking place through the facility; (c) the facility only serves a small part of the overall market in the relevant product class; or (d) the facility operates in respect of less liquid financial products. What is not considered to be a financial market? RG 172.25 Section 767A(2)(a) stipulates that persons engaged in ‘designated conduct’ do not operate a financial market and therefore are not required to hold a licence. Designated conduct is: (a) subject to the regulations, a person making or accepting offers or invitations to acquire or dispose of financial products on the person’s own behalf or on behalf of one party to the transaction only; (b) conducting treasury operations between related corporate bodies; (c) conducting an auction of forfeited shares by a licensed auctioneer; and (d) any other conduct of a kind prescribed by regulations. RG 172.26 Section 767A(2)(a) describes the type of conduct ordinarily engaged in by a participant on a market venue, such as that of a market maker or broker (i.e. making an offer to buy or sell a financial product on a person’s own behalf or on behalf of another person). A person undertaking the specified activity would not be required to hold a market licence, and may be required to hold an Australian financial services (AFS) licence or be exempt from AFS licensing. Note: Section 766D specifically provides that a person makes a market in a financial product where, if the person’s actions occurred on a facility or in a place, it would not constitute operating a financial market because of the effect of s767A(2)(a). That is, the actions defined under s766D(1)(a) and (b) would be treated as market making, not as operating a market venue, because of s767A(2)(a). Page 12 REGULATORY GUIDE 172: Financial markets: Domestic and overseas operators—Part 1 © Australian Securities and Investments Commission September 2026 Page 12 The informal OTC market RG 172.27 With the evolution of markets, transactions that were previously directly negotiated between participants have moved out of informal OTC markets and onto market venues. Where these market venues exhibit the core features specified in s767A(1) of markets that require a market licence or an exemption, the Australian market licensing regime applies to these market venues. Note: See the Explanatory Memorandum to the Financial Services Reform Bill 2001, which also refers to ‘transactions which are considered to form part of the informal “OTC market”’. Who is a ‘participant’? RG 172.28 A ‘participant’ of a market venue is defined in s767A(4) as ‘a person who is allowed to directly participate in the venue under the market’s operating rules’. We consider that a person ‘directly participates’ in a venue if: (a) the person’s access to the market venue’s trading mechanism, for the purpose of making offers or invitations through the venue, is not intermediated; or (b) the person has, or is taken to have, direct legal responsibility for an offer or invitation that has been made through the market venue (including for some or all of the obligations that arise immediately once a market contract is formed). RG 172.29 Our interpretation of ‘participant’ excludes a person who is able to transmit an offer or an invitation to a venue’s trading platform by means of an automated (‘straight through’) electronic order processing facility, in circumstances where: (a) the venue’s trading platform identifies the offer or invitation as having been transmitted from another person (‘participant’); and (b) the venue’s operating rules make the participant (or another participant) legally responsible for the transmission. RG 172.30 In this situation, we consider that the person’s access to the market venue is intermediated and the person does not ‘directly participate’ in the venue. This is the case whether the operator or some other person makes the automated electronic order processing facility available. Page 13 REGULATORY GUIDE 172: Financial markets: Domestic and overseas operators—Part 1 © Australian Securities and Investments Commission September 2026 Page 13 C What type of licence? Key points This section provides guidance on: • whether you should apply for a domestic or overseas market licence; • which tier of licence would apply to your market and how we will determine the tiers; and • when your market may be operating in this jurisdiction. Domestic or overseas licence? Domestic market licence RG 172.31 If you operate a financial market in Australia, you must hold a domestic licence under s795B(1) unless you are eligible to hold an overseas market licence under s795B(2). Overseas market licence RG 172.32 If your principal place of business is located in a foreign country, you may be eligible to apply for an overseas market licence under s795B(2). For details see Section E. Tier 1 or tier 2 licence? RG 172.33 Market venues differ in their nature, size and complexity. This reflects the nature of products and participants that the venue serves, and the venue’s business model. Some market venues may therefore pose specific risks or greater risks than others to the financial system and to investor confidence and trust. RG 172.34 To facilitate these differences, Pt 7.2 of the Corporations Act sets out a range of obligations which licensees may be subject to either in whole or in part. RG 172.35 We administer the licence regime so as to create two broad tiers of licences. We designate licences as tier 1 licences (that are generally expected to comply with all licensing obligations) or tier 2 licences (that would be expected to comply with a subset of tailored obligations). Both domestic and overseas market operators could be designated as a tier 1 or tier 2 licensee for the market venues they operate. Page 14 REGULATORY GUIDE 172: Financial markets: Domestic and overseas operators—Part 1 © Australian Securities and Investments Commission September 2026 Page 14 Risk assessment RG 172.36 The decision to designate a market venue as a tier 1 or tier 2 venue will be based on our risk assessment: (a) tier 1 market venues are, or are expected to become, significant to the Australian economy or the efficiency and integrity of, and investor confidence in, the financial system. This tier is expected to include the traditional exchanges (including small equities or futures exchanges) as well as a small number of other market venues that meet the ‘significance’ criteria. We would expect that domestic market venues seeking international regulatory equivalence would typically do so on the basis that they are a tier 1 market in Australia; (b) tier 2 applies to most other licensed market venues. We would not generally permit tier 2 market venues to use ‘exchange’ or ‘stock/securities/futures market’ in their title or in documentation such as marketing material. Note: This is in addition to restrictions on the use of the term ‘stock exchange’. See item 6319, Sch 6 of the Corporations Regulations 2001 (Corporations Regulations). RG 172.37 The types of regulatory risks that we consider in determining which tier should apply to a market venue include the following. If the answer to any of these is yes, then generally the market venue would be a tier 1 market: (a) whether the failure of the market venue could result in severe disruption to the financial system or part of the financial system (e.g. where the market is part of an interconnected group with other financial market infrastructure services); (b) whether there is the potential for contagion risk as a result of competition in trading between market venues for the same financial products (e.g. price movements are quickly reflected on other markets) and activities may directly affect other markets (e.g. cross-market manipulation); (c) whether the failure of the primary price formation function of the market venue (e.g. information about the pricing of the financial products traded on the facility would be impaired) could have detrimental implications for financial products and contracts that are important to the financial system; and (d) whether the nature of the market venue raises risks to the efficiency and integrity of, and investor confidence in, the financial system (e.g. intermediated listing markets with retail investor participation). RG 172.38 For overseas operators, we will determine whether you are a tier 1 or tier 2 market venue, and undertake the ‘sufficient equivalence’ assessment against the obligations that would apply under our licensing regime. If you are Page 15 REGULATORY GUIDE 172: Financial markets: Domestic and overseas operators—Part 1 © Australian Securities and Investments Commission September 2026 Page 15 regulated as an exchange in your home jurisdiction, you should expect to be assessed as a tier 1 market venue. RG 172.39 Other overseas venues that are not considered exchanges in their home jurisdiction (e.g. swap execution facilities or multilateral trading facilities) may also expect to be a tier 1 market venue. This is consistent with the approach outlined above that domestic market venues seeking international regulatory equivalence would typically do so on the basis that they are a tier 1 market in Australia: see RG 172.36(a). RG 172.40 Under this risk-based approach, generally we would not be prescriptive about whether a particular service or product must be provided by, or traded on, a tier 1 venue. However, we would consider whether specific conditions may apply: see RG 172.54–RG 172.57. As part of our ongoing supervision of a licensee, we would periodically review whether a market venue is in the appropriate tier. RG 172.41 We will take these factors into account when considering whether a market venue should move from a tier 2 to a tier 1 licence, or vice versa. This may occur, for example, when the nature, size and complexity of a market venue, or the risks posed by the market venue, change compared to the case at the time of the licence application. We would consult the operator about the time needed for the operator and participants to undertake any regulatory compliance changes. Changes between tiers could be done by varying the conditions on a licence or imposing additional conditions on a licence: see RG 172.54–RG 172.57. Is your market venue ‘operated in this jurisdiction’? RG 172.42 A market venue is taken to be operated in Australia if it is: (a) operated by a body corporate that is registered under Ch 2A: s791D(1); or (b) covered by a declaration. We may declare that a financial market is operated by a body corporate in this jurisdiction because the market has a material connection with this jurisdiction: s791D(2). Criteria for declarations that financial markets have a material connection with this jurisdiction RG 172.43 Under s791E(1), we may declare that a market has a material connection with this jurisdiction by applying a two‑step test: (a) Step 1: whether the market has a connection with this jurisdiction; and (b) Step 2: whether that connection is material. Page 16 REGULATORY GUIDE 172: Financial markets: Domestic and overseas operators—Part 1 © Australian Securities and Investments Commission September 2026 Page 16 Step 1: Does the market have a connection with this jurisdiction? RG 172.44 A financial market has a connection with this jurisdiction if one or more of the following paragraphs in s791E(2) apply to the market: (a) the market has operations located in this jurisdiction; (b) the market provides a market for financial products: (i) denominated in Australian currency; or (ii) issued by a domestic corporation or by the Commonwealth, a State or a Territory; (c) the market provides a market for financial products based on something else (of any nature whatsoever and whether or not deliverable) located or issued in this jurisdiction including, for example, one or more of the following: (i) an asset; (ii) a rate (including an interest rate or exchange rate); (iii) an index; (iv) a commodity; (d) one or more current or expected participants in the market are resident or based in this jurisdiction; Note: A ‘participant’ is defined in s767A(4) as a person allowed to directly participate in the venue under the market’s operating rules. A person directly participates if their access is not intermediated, or they have (or are taken to have) direct legal responsibility for an offer or invitation made through the venue: see RG 172.29–RG 172.31. (e) the market targets investors resident or based in this jurisdiction; (f) circumstances determined by ASIC by legislative instrument under s791E(4)(a) apply. When is a market venue targeted at Australian investors? RG 172.45 All the facts and circumstances need to be assessed in order to determine whether a market venue targets Australian investors. The following factors may indicate that a market venue is targeting Australian investors: (a) one or more participants in Australia have direct secure access to the market venue platform through a market screen; (b) the operator, or a person acting with the endorsement of the operator, promotes the market venue in Australia by, for example: (i) advertising the market venue in Australia; or (ii) sending direct mail or email publicity about the market venue to Australian addresses; (c) the prices on the market venue are denominated in Australian dollars; or Page 17 REGULATORY GUIDE 172: Financial markets: Domestic and overseas operators—Part 1 © Australian Securities and Investments Commission September 2026 Page 17 (d) the market venue is regularly used by Australian investors. Targeting Australian investors RG 172.46 If you want to establish that your market venue does not target Australian investors, you will need to supply clear evidence to support your claim. It is not enough to just indicate (e.g. in a disclaimer) that you are not targeting Australian investors. RG 172.47 A market venue may not be targeting Australian investors if an Australian participant who accesses the market venue is presented with information that clearly and prominently: (a) states that the market venue is targeted at residents of some other jurisdiction; or (b) lists the jurisdictions (other than Australia) in which the market venue is authorised to operate, and that information is true. RG 172.48 In addition, a market venue might not be targeting Australian investors if the operator takes precautions designed to prevent the use of the market by Australian investors, including screening invitations, offers and acceptances from Australian addresses. By comparison, if a market venue’s services specifically allow access to Australian investors, this may indicate that it is targeting Australian investors. Step 2: If a market has a connection with this jurisdiction, is the connection material? RG 172.49 If a market has a connection with this jurisdiction, ASIC must consider whether the connection is material: s791E((3). A financial market’s connection is material if ASIC considers that either or both of the following apply: (a) the size and extent of current or expected aggregate activity in the market by participants in the market is material to: (i) the risk management activities of those participants; or (ii) the efficient allocation of capital or liquidity to the Australian economy; or (iii) the provision of fair, orderly and transparent financial markets to those participants who are resident or based in this jurisdiction; or (iv) confident and informed decision making by consumers of financial products or financial services who are resident or based in this jurisdiction; (b) the circumstances determined by ASIC by legislative instrument, with consent by the Minister, apply (see s791E(4)(b) and s791F(1)). Page 18 REGULATORY GUIDE 172: Financial markets: Domestic and overseas operators—Part 1 © Australian Securities and Investments Commission September 2026 Page 18 RG 172.50 ASIC may by legislative instrument determine circumstances for the purposes of paragraph s791E(3)(b) or determine, for each paragraph of s791E(3), principles for working out if that paragraph applies to a financial market. ASIC declarations RG 172.51 We may request a body corporate to give us information about its financial market within a specified time period to help us assess whether the financial market has a material connection with this jurisdiction: s791E(5). RG 172.52 If at any time after a body corporate receives a declaration from ASIC that the financial market operated by the body corporate has a material connection with this jurisdiction, the body corporate may request in writing that ASIC refer its declaration to the Minister. ASIC must refer such a request to the Minister immediately. If the Minister considers it appropriate, after being referred the declaration by ASIC, the Minister may direct ASIC to vary or revoke its declaration. RG 172.53 ASIC may also revoke a declaration if we no longer consider the market’s connection with this jurisdiction to be material. Note: See s791G. Page 19 REGULATORY GUIDE 172: Financial markets: Domestic and overseas operators—Part 1 © Australian Securities and Investments Commission September 2026 Page 19 D Market licensee obligations Key points This section sets out which licence obligations imposed under the Corporations Act would typically be expected to apply to each tier of licence. We also provide additional explanations about how licensees may be expected to comply with some licence obligations. Application of licence obligations to tiers of market venues RG 172.54 A tiered licensing regime allows licence obligations to be applied in a way that takes into account the nature of the market venue and products traded on the venue. This approach allows ASIC to: (a) retain the key obligations in Pt 7.2 for all licensees (e.g. the obligation to maintain a fair, orderly and transparent market, undertake appropriate supervision of the market and provide reasonable assistance to ASIC); (b) exempt tier 2 licensees from certain obligations that are not appropriate or are unnecessary; and (c) adapt additional obligations to the nature, size and complexity of venues. This could be done through specific exemptions, licence conditions or both. RG 172.55 Table 1 sets out the obligations that we generally expect would apply to each tier of domestic or overseas licence. Under this table, tier 1 market venues would be subject to obligations that generally apply to exchanges and highly regulated market venues in other jurisdictions. RG 172.56 We would consider adapting licensing obligations for specific market venues or a class of venues (e.g. to facilitate emerging or specialised venues). We may also consider imposing additional obligations if a market venue exhibits additional regulatory risks (such as additional risks to investor trust and confidence). RG 172.57 Generally, we do not expect to be prescriptive about whether a particular service or product must be provided by, or traded on, a tier 1 venue. This approach is consistent with the approach taken under key overseas regulatory regimes. We will consider whether specific conditions may apply (e.g. the product admission and disclosure requirements where a market venue seeks to trade certain equity market products). In limited circumstances, we may expect a particular type of market venue to be a tier 1 market venue (e.g. if a market venue is a declared financial market under the Corporations Act). Page 20 REGULATORY GUIDE 172: Financial markets: Domestic and overseas operators—Part 1 © Australian Securities and Investments Commission September 2026 Page 20 Table 1: Licence obligations Licence obligations Tier 1 Tier 2 Obligations applying to domestic and overseas operators This is a blank cell This is a blank cell Operate the market venue in a fair, orderly and transparent manner (s792A(1)(a)) Yes Yes Comply with the conditions on the licence (s792A(1)(b)) Yes Yes Have adequate arrangements for handling conflicts; monitor and enforce compliance with operating rules (s792A(1)(c)) Yes Yes Have sufficient resources to operate the market venue properly (s792A(1)(d)) Yes Yes For domestic markets—have approved compensation arrangements (s792A(1)(e)) Yes, if market provides intermediated retail access Yes, if market provides intermediated retail access If operator is a foreign body corporate—be registered under Div 2 of Pt 5B.2 (s792A(1)(f)) Yes Yes Take all reasonable steps to ensure core officers are fit and proper to perform their functions (s792A(1)(ha)(iii)) Yes Yes Take all reasonable steps to ensure core officers are capable, including being competent, to perform their functions (s792A(1)(ha)(iv)) Yes Yes Take all reasonable steps to ensure no disqualified individual becomes involved, or remains involved, in the licensee (s792A(1)(i)) Yes Yes Take all reasonable steps to ensure no individual against whom an FMI banning order is made is involved, or remains involved, in the licensee or contravenes the FMI banning order (s792A(1)(j)) Yes Yes Comply with directions and requirements from ASIC (s794A, 794AA, 794B, 794BA, 794D); assist ASIC, including by providing documents and access to market facilities (792D, 792E) Yes Yes For widely held market bodies—take all reasonable steps to ensure that an unacceptable control situation does not exist (s792A(1)(h)) Yes, if widely held market body No Page 21 REGULATORY GUIDE 172: Financial markets: Domestic and overseas operators—Part 1 © Australian Securities and Investments Commission September 2026 Page 21 Licence obligations Tier 1 Tier 2 Obligation to notify ASIC as soon as practicable (domestic and overseas operators) This is a blank cell This is a blank cell All licensees  licensee breaches an obligation under s792A (s792B(1))  licensee suspects significant contravention of operating rules or Corporations Act (s792B(2)(c))  after a person becomes, or ceases to be, a director, secretary or senior manager of a licensee, or its holding company (including when a person changes from one of those positions to another) (s792B(5)(a))  after a licensee becomes aware that a person has come to have, or has ceased to have, more than 20% of the voting power in the licensee, or its holding company (s792B(5)(b)) Yes Yes Tier 1 licensees only  licensee provides a new class of financial service (s792B(2)(a))  licensee takes disciplinary action against participant (s792B(2)(b))  licensee becomes aware that participant may not be meeting AFS licence obligations (s792B(3)) Yes No, periodic notification may be required Operating rules and operating procedures This is a blank cell This is a blank Obligation to have operating rules: domestic and overseas licensees (s793A) Yes Yes, as applicable Changes to operating rules: changes to the operating rules may be disallowed (domestic licensees only (s793E)) Yes Yes, as appropriate Changes to operating rules: notify ASIC of each change to operating rules (overseas licensees only (s793D)) No, periodic notification No, periodic notification of significant changes Content of operating rules: all domestic licensees (reg 7.2.07)  arrangements for access to the market  how orders are executed  the products available on the market  obligations on participants and listed entities relating to conflicts  participant conduct obligations  how disorderly trading is dealt with  action for participant breaches of operating rules  if market venue has listing function, obligations relating to listing, admission and delisting, and conduct of listed entities Yes Yes, as appropriate Content of operating rules: tier 1 domestic licensees only (reg 7.2.07)  how licensee monitors participant compliance  terms of contract formed between participants  participant dispute resolution  how licensee investigates participant disputes  have operating rules that comply with s798DA in specified circumstances Yes Yes, as appropriate Page 22 REGULATORY GUIDE 172: Financial markets: Domestic and overseas operators—Part 1 © Australian Securities and Investments Commission September 2026 Page 22 Licence obligations Tier 1 Tier 2 Content of operating procedures: tier 1 domestic licensees only (reg 7.2.08)  exchange of information with CS facilities and other operators  integrity and security of systems  how to monitor compliance with operating rules  assess, investigate, settle participant disputes  recording and effective disclosure of transactions  information about market processes Yes No Comply with ASIC determination on having certain operating procedures: overseas licensees only (s793A(4)) Yes Yes, as appropriate Licence obligations applying only to overseas operators This is a blank cell This is a blank cell Obligations relating to home jurisdiction (s792A(1)(g), s792B(4))  remain authorised in home jurisdiction  obtain ASIC’s approval before relocating to another jurisdiction  notify ASIC if no longer authorised in home jurisdiction  notify ASIC of significant changes to home regime Yes Yes Note: In this guide, references to regulations (regs) are to the Corporations Regulations, unless otherwise specified. Explanation of licence obligations Nature, scale and complexity of market venue RG 172.58 Licensees are expected to consider how to comply with their licence obligations in the context of the nature, scale and complexity of the market venue. We will also take into account these factors when supervising the licensee. RG 172.59 ‘Nature, size and complexity’ includes factors such as: (a) the products and services you offer; (b) the diversity and structure of your operations (including the geographical spread of your operations and the extent to which you outsource any of your functions); (c) the volume and size of transactions you are responsible for; (d) how many of the clients which access your market are retail, and how many are wholesale; (e) the number of people in your organisation; and (f) the flow-on effects from any failure of the market which you are operating. Page 23 REGULATORY GUIDE 172: Financial markets: Domestic and overseas operators—Part 1 © Australian Securities and Investments Commission September 2026 Page 23 Fair, orderly and transparent RG 172.60 Under s792A(1)(a), a licensee must do all things necessary to ensure that the market venue is fair, orderly and transparent, to the extent that it is reasonably practicable to do so. This obligation applies both as: (a) a broad description of all the licensee obligations; and (b) a separate obligation that the licensee must comply with. RG 172.61 Because this obligation underlies all the other licensee obligations, a licensee that is not meeting one of its other licensee obligations is also likely not to be meeting this obligation. A licensee that meets this obligation is more likely to operate a venue that achieves the regulatory outcomes in RG 172.10. RG 172.62 ‘Fair, orderly and transparent’ should be treated as a composite phrase. If there is a conflict between the elements of the phrase, we expect a licensee to achieve an appropriate balance between the demands of each element. RG 172.63 The obligation ‘to do all things necessary’ is qualified by the phrase ‘to the extent it is reasonably practicable to do so’. In other words, a licensee must do everything reasonably practicable to ensure that the market venue is fair, orderly and transparent. RG 172.64 As market venues evolve (e.g. with increased reliance on third-party services through outsourcing arrangements or the use of different trading protocols), licensees should assess how these developments may affect their obligation to operate the market venue in a fair, orderly and transparent manner. Licensees should consider the impact on direct users of the venue, other stakeholders and, for tier 1 venues in particular, the wider Australian financial system. RG 172.65 All licensees should be transparent about how the market venue is operated. Licensees should also be transparent about the activities conducted on the venue to the extent appropriate. For example, tier 1 venues in particular should provide an appropriate degree of pre- and post-trade transparency about the transactions conducted on the venue. It may also be appropriate for tier 1 venues—especially exchanges—to publish information about the fee incentives they may offer to certain participants to post offers or invitations on the venue. We also expect that all market participants seeking access to a licensee’s systems or services (including co-location services) should have access on fair, non-discriminatory terms. RG 172.66 If a licensee is not doing something that we think is necessary for the market venue to be fair, orderly and transparent, we will only assess it as complying with this obligation where the licensee can satisfy ASIC that it is not reasonably practicable for it to do that thing. Cost by itself will not make it ‘not reasonably practicable’ to do a particular thing, unless the cost to the licensee is manifestly excessive or unreasonable when compared to the Page 24 REGULATORY GUIDE 172: Financial markets: Domestic and overseas operators—Part 1 © Australian Securities and Investments Commission September 2026 Page 24 market integrity, investor protection or other benefits that would result from doing the thing. RG 172.67 Some licensees and/or participants are subject to specific obligations that also help to promote fairness, orderliness and transparency, such as volatility controls and pre- and post-trade transparency obligations in market integrity rules. These specific obligations are only a subset of a licensee’s overall obligation to operate a fair, orderly and transparent market venue, and do not absolve a licensee from compliance with this overall obligation. Sufficient resources: Financial RG 172.68 Section 792A(1)(d) requires licensees to have sufficient financial resources to operate the market venue properly. This requirement helps ensure that: (a) the licensee has sufficient financial resources to operate the market venue in compliance with the Corporations Act; (b) there is a financial buffer that decreases the risk of a disorderly or non- compliant wind-up if the business fails; and (c) there are incentives for the licensee and its owners to comply through risk of financial loss. RG 172.69 A licensee’s assessment of adequate financial resources must be based on a reasonable estimate of its revenue, expenses and liabilities. For newly established market venues, it may not be appropriate to include any revenue in the assessment of its financial resources. For longer-established market venues, the venue’s history of operation can be taken into account in determining the projected revenue, expenses and liabilities. RG 172.70 A licensee must generally assess what financial resources will be sufficient to fund all its activities, not just the operation of a particular market venue. This is because the stability and continuity of a particular venue should not be in conflict with the overall commercial operations of the licensee. RG 172.71 What would be considered ‘sufficient’ financial resources will depend on the nature, size and complexity of a business. Generally, licensees should hold sufficient financial resources to enable the operator to cover the operating costs of the market venue for at least six months. We would expect an operator to hold more than six months’ operating expenses if that is necessary to facilitate an orderly wind-down of the venue. RG 172.72 To determine the level of financial resources that would constitute six months of operating expenses, a licensee should consider the costs that would be incurred under service agreements or outsourcing agreements (including agreements with related entities) relevant to the operation of the market venue. Particularly for tier 1 market venues, we expect the licensee’s determination of the level of financial resources to include the operating Page 25 REGULATORY GUIDE 172: Financial markets: Domestic and overseas operators—Part 1 © Australian Securities and Investments Commission September 2026 Page 25 expenses of a related entity whose function is to provide outsourced services to the venue. RG 172.73 We may require a licensee to comply with more stringent financial resources requirements, such as determining the level of financial resources needed using a specified method. We may do so after considering factors such as: (a) the extent of retail participation in the venue; (b) the operator’s role in overseeing primary issuance on the venue; and (c) the importance of the venue to the financial system. RG 172.74 We may also stipulate financial resources requirements if the venue exhibits specific risks, for example: (a) if a tier 1 venue relies on guarantees or other forms of non-cash financial support from offshore entities; (b) if a licensee has significant other businesses that may pose a risk to the adequacy of the financial resources available to operate the venue; or (c) for tier 1 venues in particular, if we identify intra-group dependencies or links with other market infrastructure within a corporate group that create additional regulatory risks. Sufficient resources: Technological RG 172.75 Under s792A(1)(d), licensees are required to have sufficient resources, including appropriate technological resources. What is ‘sufficient’ will depend on the nature, size and complexity of the venue. As a licensee’s services and operating environment may change over time, it should keep its technological resources under review to ensure it operates its market properly. ‘Technological resources’ is a broad concept that includes the requirement to: (a) apply robust IT governance arrangements; (b) have adequate controls to ensure the effective delivery of critical services including planning, building, operating and monitoring; and (c) ensure critical services are resilient to system failures and security breaches. Note: Some licensees may also have related obligations under Chapter 8A of the ASIC Market Integrity Rules (Securities Markets) 2017 (Securities Markets Rules) and ASIC Market Integrity Rules (Futures Markets) 2017 (Futures Markets Rules): see Section Q of this guide. RG 172.76 The guidance in this section focuses on systems and controls. More generally, we expect licensees to have technological resources that are commensurate with the scale and complexity of services provided. We also encourage licensees to consider the adoption of recognised industry standards for IT governance and IT service management. For example, Page 26 REGULATORY GUIDE 172: Financial markets: Domestic and overseas operators—Part 1 © Australian Securities and Investments Commission September 2026 Page 26 licensees may consider the following standards when developing business continuity arrangements: (a) Control Objectives for Information and Related Technology (COBIT), an IT governance control framework that helps support regulatory compliance, risk management and aligning IT strategy with organisational goals. COBIT is an internationally recognised framework; (b) the International Standards Organization (ISO) standard, ISO/IEC 20000-2:2019 Information technology—Service management—Part 2: Guidance on the application of service management systems, an international standard for IT service management; and (c) the Information Technology Infrastructure Library (ITIL), a widely accepted approach to IT service management. Testing RG 172.77 Licensees should have appropriate testing arrangements to ensure that their systems are functional and reliable, and do not pose a threat to fair and orderly trading. The testing methodologies should be designed to ensure: (a) the operation of the system complies with relevant regulatory obligations; (b) controls embedded in the system work as intended; and (c) electronic trading systems can continue to work effectively in stressed market conditions. Note: See RG 172.224 for guidance about making test results available to ASIC. RG 172.78 When introducing or modifying an electronic trading system, relevant testing should be performed before going live, including but not limited to: (a) Functional testing: A licensee should perform functional testing to ensure that a system works as intended by verifying its features against its functional requirements. Testing can also involve the functionality of the interrelation of one order to another. For example, the licensee should test the functionality of orders in the trading system (i.e. entry, amendment, cancellation and execution of an order). Examples of orders include iceberg orders and pegged orders. (b) Connectivity testing: A licensee should perform connectivity testing to validate the continuity of network communications by verifying that the network is properly connected, with message traffic taking the desired route. For example, if a licensee plans to introduce a new electronic trading system, it could use a ‘simulated trading environment’ to make sure that the system and market participants are properly connected to enable interactions to take place. Connectivity testing could also involve testing data feeds to the licensee (such as from market data providers, relevant CS facilities) as well as the connectivity between licensees. Page 27 REGULATORY GUIDE 172: Financial mark