MIFIDPRU 8 DISCLOSURE APRIL 2026

Introduction

The Financial Conduct Authority (“FCA” or “regulator”) in the Prudential sourcebook for MiFID Investment Firms in the FCA Handbook (“MIFIDPRU”) sets out the detailed prudential requirements that apply to Polunin Capital Partners Limited (“PCP” or the “Firm”). Chapter 8 of MIFIDPRU (“MIFIDPRU 8”) sets out public disclosure rules and guidance with which the Firm must comply, further to those prudential requirements.

PCP is classified under MIFIDPRU as a non-small and non-interconnected MIFIDPRU investment firm (“Non-SNI MIFIDPRU Investment Firm”). As such, the Firm is required by MIFIDPRU 8 to disclose information on the following areas:

• Risk management objectives and policies;
• Governance arrangements;
• Own funds;
• Own funds requirements; and
• Remuneration policy and practices.

The purpose of these disclosures is to give stakeholders and market participants an insight into the Firm’s culture and data on the Firm’s own funds and own funds requirements, and allow potential investors to assess the Firm’s financial strength.

This report has been prepared on an individual entity basis. The information disclosed is proportionate to PCP’s size and organisation, and to the nature, scope and complexity of PCP’s business.

This document has been prepared by PCP in accordance with the requirements of MIFIDPRU 8 and is verified by PCP’s Board of Directors. Unless otherwise stated, all figures are as at 31st December 2025, which is the Firm’s financial year end.

Risk Management Objectives and Policies

This section describes PCP’s risk management objectives, and policies for the categories of risk addressed by the requirements of the Firm in the following areas:

• Own funds.
• Concentration risk.
• Liquidity.

Business Strategy

PCP is an investment management firm focused on actively-managed Emerging Markets and International equity strategies following a valuation driven and contrarian investment approach. As at 31 December 2025 the Firm managed: five funds, including one Luxembourg UCITS fund, one ERISA trust, a Cayman Islands’ hedge fund, two Delaware LLC private funds and five separately managed accounts. The Firm has approximately £5.8bn of assets under management (“AUM”). The AUM of the hedge fund accounts for less than 0.5% of the Firm’s total AUM, and is the only fund or client managed by the Firm that is permitted to borrow to invest.

The underlying investors in the Firm’s funds, as well as its separately managed accounts, are typically institutional investors, such as pension funds, endowments, sovereign wealth funds, and other professional investors.

PCP’s revenue growth is driven primarily by an increase in the underlying asset base on which it charges a management fee. This is achieved by prudent investment of the Firm’s AUM (with each strategy ascribed a maximum AUM to limit the risk of style drift) and by seeking additional asset inflows from prospective clients and fund investors.

In 2025, the launch of an International Value (“IV”) strategy (focused on listed equities in Developed Markets, excluding North America) with an existing client resulted in a new discretionary mandate and a non-discretionary advisory mandate. As at 31st December 2025 the Firm had approximately £454 million in revenue generating assets under advisory mandates.

Costs are controlled carefully by the Firm’s Board to ensure long-term profitability. The Firm’s business model, controls, and controls assessment, are subject to periodic external independent review. It is the conclusion of the Firm that its overall potential for harm is low.

Own Funds Requirement

PCP is required to maintain own funds that are at least equal to the Firm’s own funds requirement. The own funds requirement is the higher of the Firm’s:

• Permanent minimum capital requirement (“PMR”): The level of own funds required to operate at all times. Based on the MiFID investment services and activities that the Firm currently has permission to undertake this is set at £75,000;
• Fixed overhead requirement (“FOR”): The minimum amount of capital that PCP would need to have to absorb losses if the Firm has cause to wind down exit the market. This is equal to one quarter of the Firm’s relevant expenditure; and
• K-factor requirement (“KFR”): The KFR is intended to calculate a minimum amount of capital that PCP would need for the ongoing operation of its business. The K-factors that apply to the Firm’s business are K-AUM (calculated on the basis of the Firm’s assets under management (“AUM”)) and K-COH (calculated on the basis of the client orders handled by the Firm).

PCP’s Own Funds Requirement is currently set by its FOR, as this is the highest of the three metrics.

A method adopted by the Firm to manage the risk of breach of the Firm’s own funds requirement is the maintenance of a healthy own funds surplus above the own funds requirement. In the event that the Firm’s own funds drop to an amount equal to 110% of the Firm’s own funds threshold requirement, the Firm will immediately notify its Governing Body, as well as the regulator. The Governing Body will consider the necessary steps required in order to increase the own funds buffer; this may include injecting more own funds into the Firm.

Concentration Risk

The Firm currently manages money for 14 clients, with each fund client in turn comprising assets from multiple investors. Our clients and fund investors are predominantly institutional with long term investment horizons and asset flows governed by sophisticated investment teams.

The Firm manages treasury counterparty risk by diversifying its capital balances across several internationally recognised regulated financial institutions.

The Firm believes that the potential for harm associated with its business strategy, based on the Firm’s concentration risk, is low.

Liquidity

The Firm is required to maintain sufficient liquidity to ensure that there is no significant risk that its liabilities cannot be met as they fall due and to ensure that it has appropriate (liquid) resources in the event of a stress scenario.

The potential for harm associated with PCP’s business strategy, based on the Firm’s basic liquid assets requirement, is low. As with regard to its own funds requirement, this is due to the relatively stable and consistent growth in the Firm’s revenues and asset base and maintenance of a healthy core liquid assets surplus above the basic liquid assets requirement. The Firm retains an amount it considers suitable for providing sufficient liquidity to meet the working capital requirements under various conditions. PCP has since inception maintained sufficient liquidity within the business to meet its obligations, and there are no perceived threats to this given the cash deposits its holds. This has been achieved by disciplined budgeting and management accounting, and by the application of key stress tests to budget projections in order to ensure adequate liquidity is set aside to allow the Firm to cope with potential, difficult operating conditions. The Firm typically invoices clients on a quarterly basis and actively monitors aged debtors to ensuring effective cash flow and resource management. The cash position of the Firm is monitored by the Chief Financial Officer on an ongoing basis, with detailed financial reporting provided to the full Board of Directors on at least a quarterly basis.

Risk Management Structure

The Firm has appointed two directors to oversee Risk Management at the Firm: the Compliance & Risk Officer (CRO) is responsible for the monitoring of pre- and post-trade compliance, administration of pre-trade compliance systems, adherence to client guidelines, and portfolio risk. The CRO works with the Chief Operating Officer (COO) who oversees all aspects of operational risk including trading, settlements, I.T., and Business Continuity. The CRO and COO each chair a quarterly Committee – the Compliance Committee and Operating Risk Committee respectively – with responsibility to report on risk matters to the Board.

PCP has one risk framework, the Risk Map. The Risk Map sits at the centre of the Firm’s risk framework, and is reviewed by the CRO and COO on at least an annual basis before being presented to the Firm’s Board for discussion and re-approval. The Risk Map contains detail of all identified business risks, with commensurate impact levels, policies and procedures for their mitigation, and the senior staff members deemed responsible for managing the risk.

The Firm’s Internal Capital Adequacy and Risk Assessment (“ICARA”) is the responsibility of the CRO, with the financial inputs into this overseen by the CFO. The ICARA is produced by the CRO at least annually and is reviewed by the Board. The ICARA demonstrates how the Firm has sufficient financial resources to mitigate potential risks and harm to the Firm and its clients, and can undertake an orderly wind-down of the company should the need arise.

The Firm’s Board meets quarterly and will discuss projections for profitability, cash flow, regulatory capital management, business planning and risk management at each meeting. The Firm’s Operating Risk Committee and Compliance Committee report into each quarterly Board meeting.

Appropriate action is taken where risks are identified that fall outside of the Firm’s tolerance levels or where the need for remedial action is required in respect of identified weaknesses in PCP’s mitigating controls.

Governance Arrangements

The Board of PCP is ultimately responsible for overseeing the Firm’s governance arrangements and ensuring a sound system of internal control and risk management is maintained. The Board is responsible for ensuring that it identifies and considers the balance of interests between all stakeholders including PCP’s clients, and manages conflicts of interest appropriately. The Board meets on a quarterly basis. Amongst other things, the Board approves and oversees the implementation of the Firm’s strategic objectives and risk appetite, ensures the integrity of the Firm’s accounting and financial reporting systems, including financial and operational controls, ensures compliance with the requirements of the regulatory system, assesses the adequacy of policies relating to the provision of services to clients, and provides oversight of the Firm’s senior management. It is assisted in fulfilling its responsibilities by various committees that have been set up to oversee key areas of risk in the business on an ongoing basis, and whose reports to the Board are presented at the quarterly Board meeting (or at ad hoc Board meetings should the need arise). These committees, which are chaired by members of senior management, include: Operational Risk, Compliance, Valuation and ESG. The Board believes that the Firm has in operation effective governance arrangements to achieve its strategic objectives while also ensuring that the risks to the Firm, its stakeholders, and the wider market are identified, managed, and mitigated.

Due to the lack of complexity of the Firm’s business scope and the Firm being a relatively small non-SNI the management body and senior management functions are carried out by the same individuals, collectively referred to as the Board of Directors (the “Board”). The Board has overall responsibility for PCP and is therefore responsible for defining and overseeing the governance arrangements at the Firm.

A key document that is reviewed, discussed, and ratified by the Board at least annually is the Senior Management Systems and Controls Document (“SYSC Document”), as this demonstrates how the Firm has met its obligations with regard to its governance arrangements. The SYSC Document provides the Board with information on the functioning and performance of all aspects of the Firm, including the following areas:

• General organisational requirements, including steps taken by the Firm to ensure continuity and regularity in the performance of its regulated activities, and the Firm’s accounting policies.
• Employees, including steps taken by the Firm to ensure that employees have the necessary skills, knowledge, and expertise for the discharge of the responsibilities allocated to them, and to ensure that they are fit and proper persons.
• Policies, procedures, and controls for meeting its compliance and financial crime requirements.
• Internal capital adequacy and risk assessment process.
• Outsourcing of critical or material operating functions or activities.
• Record-keeping controls and arrangements.
• Conflicts of interest management.
• Remuneration policies and practices; and
• Whistleblowing controls.

The below table provides the number of directorships in commercial enterprises held by each member of the Board:

Number of qualifying directorships held

Board Member	Position at PCP	External	Internal
Douglas Polunin	Chief Executive, Director		1
Julian Garel-Jones	Director		1
Aditya Mehta	Director	1(NED)	1
Paul Parsons	Director		1
Alexandra Silver	Director		1

Own Funds

As at 31st December 2025, PCP maintained own funds of £40,646,000. The below regulator-prescribed tables provide a breakdown of the Firm’s own funds:

Composition of regulatory own funds (OF) as at 31st December 2025

empty	Item	Amount £k	Source in the audited financial statements
1	Own Funds	40,646	Page 11
2	Tier 1 Capital	40,646	Page 11
3	Common Equity Tier 1 capital	40,646	Page 11
4	Fully paid-up capital instruments	6	Page 11
5	Share premium	1,199	Page 11
6	Retained earnings	34,300	Page 11
7	Other reserves	7,060	Page 11
8	(-) Total deductions from Common Equity Tier 1	1,919
9	Additional Tier 1 Capital	0
10	Tier 2 Capital	0

Reconciliation of regulatory own funds to balance sheet in the audited financial statements

empty	empty	£k per financial statements as at 31st December 2025	Cross-reference to above template
1	Intangible Fixed Assets	1,919
2	Tangible Fixed Assets	27
3	Investments	–
4	Debtors: amounts falling due within one year	14,950
4	Cash at bank and in hand	33,841
	Total assets	50,738
1	Creditors: amounts falling due within one year	7,976
2	Deferred taxation	197
	Total liabilities	8,173
1	Called up share capital	6
2	Share premium account	1,199
3	Other reserves	34,300
	Total shareholders’ equity	42,565	Lines 4-7

Main features of own funds instruments issued by the firm

• PCP is a privately owned company, our own funds consist of:
• common equity tier 1 capital in the form of ordinary shares owned by its Singapore holding company Polunin Capital Partners Pte. Ltd. (‘PCP Singapore’), a private company authorised and regulated by the Monetary Authority of Singapore;
• and additional tier 1 capital in the form of reserves.

Own Funds Requirements

PCP is required to at all times maintain own funds that are at least equal to the Firm’s own funds requirement. The own funds requirement is the minimum requirement of capital the Firm is required to hold, taken as the higher of the PMR and FOR.

The below illustrates the core components of PCP’s own funds requirements:

Own Funds Requirement	£k
Permanent minimum capital requirement (PMR)	75
Fixed overhead requirement (FOR)	2,737
K-factor requirements
K-AUM	302
K-COH	–
Total K-factors requirement (KFR	302
Own funds requirement (higher of PMR, FOR and KFR)	2,737

PCP is also required to comply with overall financial adequacy rule (“OFAR”). This is an obligation on PCP to hold own funds and liquid assets which are adequate, both as to their amount and quality, to ensure that:

• The Firm is able to remain financially viable throughout the economic cycle, with the ability to address any material potential harm that may result from its ongoing activities; and
• The Firm’s business can be wound down in an orderly manner, minimising harm to consumers or to other market participants.

Where PCP determines that the FOR is insufficient to mitigate the risk of a disorderly wind-down, the Firm must maintain ‘additional own funds required for winding down’, above the FOR, that are deemed necessary to mitigate the risks of a disorderly wind-down. Similarly, where the Firm determines that the KFR is insufficient to mitigate the risk of harm from ongoing operations, the Firm must maintain an amount of ‘own funds required for ongoing operations’, above the KFR, that is deemed sufficient to ensure the viability of the Firm throughout economic cycles.

The Firm’s own funds threshold requirement is the higher of:

• The Firm’s PMR;
• The sum of the Firm’s FOR and its additional own funds required for winding down; and
• The sum of the Firm’s KFR and its additional own funds required for ongoing operations.

This is the amount of own funds that PCP is required to maintain at any given time to comply with the OFAR.

Own Funds Threshold Requirement	£k
Own Funds Requirement (OFR)	2,737
CPMI Capital Requirement	3,000
Overall Own Funds Threshold Requirement (OFTR)	3,000

To determine the Firm’s own funds threshold requirement, PCP identifies and measures the risk of harm faced by the Firm and considers these risks in light of its ongoing operations and also from a wind-down planning perspective. The Firm then determines the degree to which systems and controls alone mitigate the risk of harm and the risk of a disorderly wind-down, and thereby deduces the appropriate amount of additional own funds required to cover the residual risk.

This process is documented in the ICARA and presented to, and ratified by, the Board on at least an annual basis.

Remuneration Policy and Practices

This remuneration disclosure has been prepared to satisfy the requirements of the FCA’s Handbook, specifically MIFIDPRU 8.6 Remuneration Policy and Practices. PCP as a Non-SNI MIFIDPRU Investment Firm, PCP is subject to the basic and standard requirements of the MIFIDPRU Remuneration Code (as laid down in Chapter 19G of the Senior management arrangements, Systems and Controls sourcebook in the FCA Handbook (“SYSC”)). PCP, as an alternative investment fund manager, is also classified as a collective portfolio management investment firm, and as such, is also subject to the AIFM Remuneration Code (SYSC 19B).

The objective of PCP’s remuneration policies and practices is to establish, implement and maintain a culture that is consistent with, and promotes, sound and effective risk management and does not encourage risk-taking which is inconsistent with the risk profile of the Firm and the services that it provides to its clients.

In addition, PCP recognises that remuneration is a key component in how the Firm attracts, motivates, and retains quality staff and sustains consistently high levels of performance, productivity, and results. As such, the Firm’s remuneration philosophy is also grounded in the belief that its people are the most important asset and provide its greatest competitive advantage.

PCP is committed to excellence, teamwork, ethical behaviour, and the pursuit of exceptional outcomes for its clients. From a remuneration perspective, this means that performance is determined through the assessment of various factors that relate to these values, and by making considered and informed decisions that reward effort, attitude, and results.

Characteristics of the Firm’s Remuneration Policy and Practices

Following an assessment of the size, internal organisation and the nature, scope and complexity of the firm, Polunin’s Board of Directors has determined that, based on the FCA’s proportionality principle:

• it is not required to appoint a Remuneration Committee and that the firm’s Board of Directors shall be responsible for determining appropriate levels of remuneration and for ensuring that the firm’s Remuneration Policy complies with the requirements of the AIFM Remuneration Code; and
• it is appropriate to partially disapply the following rules (collectively known as the ‘Payout Process Rules’) to ensure that they apply in a way that is appropriate to the Firm’s size, organization and nature and scope of our activities:
  • Retained units, shares/other instruments (SYSC 19B.1.17) – on the grounds that the legal structures of the AIFs and/or their constitutive structures do not permit this;
  • Deferral (SYSC 19B.1.18) –on the grounds of proportionality; and
  • Performance adjustment (SYSC 19B.1.19 & 19B.1.20) – on the grounds of proportionality for all staff other than those staff who meet the definition of a Material Risk Taker (MRT) under MiFID.

Remuneration at PCP is made up of fixed and variable components. The fixed component is set in line with market competitiveness at a level to attract and retain skilled staff. Variable remuneration is paid on a discretionary basis and takes into consideration the Firm’s financial performance as well as the financial performance of each business unit, and the financial and non-financial performance of the individual in contributing to the Firm’s success. All staff members are eligible to receive variable remuneration. The establishment of a Share Aware Scheme for any employee with more than three years’ service has enabled the Firm to ensure that for most employees, at least 50% of variable remuneration consists of an appropriate balance of shares and associated dividends.

Given the nature of Polunin’s business, risk-taking is not encouraged. The culture of the Firm’s founders and controlling shareholders is such that the firm only tolerates a low level of risk. Individuals are not remunerated based upon the success of specific investment opportunities, specific funds, defined investment strategies, or individual decisions; rather total remuneration (and in particular the variable component) is based upon both the performance of the individual and the overall results of the Firm. Each individual’s assessment includes consideration of their compliance with internal policies and procedures alongside their contribution to the strategic objectives of the business.

Variable remuneration is only paid when there are sufficient profits. The Board of Directors has sought to set the fixed element of remuneration at a level that is sufficient to provide Staff with comfortable living standards, in an attempt to avoid reliance on any variable element of remuneration, whilst ensuring the Firm’s capital and liquidity position. Salaries and overall compensation are benchmarked against an annual asset management remuneration study purchased from a leading remuneration consultant. The Firm has set the following ratios in respect of variable compensation, specifically variable compensation shall not form more than the following percentages of total compensation for a pay year:

• Emerging Markets investment team staff– 80%
• International Value investment team staff – 95%
• Non-investment staff – 70%

The Firm believes that setting the above noted limits on a function basis achieves an appropriate balance of risk alignment to reward for the roles being performed.

Material Risk Takers and Risk Adjustment

PCP is required to identify its material risk takers – those members of staff whose professional activities have a material impact on the risk profile of the Firm (and of the assets that the Firm manages). The types of staff that have been identified as material risk takers at PCP are:

• Members of the management body in its management function;
• Those with managerial responsibility for a client-facing or client-dealing business unit of the Firm;
• Those that are responsible for managing a material risk within the Firm.

The Firm ensures that the variable remuneration paid to all staff may be subject to in-year adjustments with specific malus and clawback arrangements in place for MRTs only.

The Board is the body that has authority to apply any discretionary malus and clawback arrangements, and reserves the right to engage impartial independent professionals to assist it in administering this process. The Firm has set a clawback period of three years.

The Board of Directors has absolute discretion as to the level of any variable remuneration and to make a collective determination as to fixed and variable remuneration as a whole.

Quantitative Remuneration Disclosure

The below table quantifies the remuneration paid to staff in the financial year from 1st January 2025 to 31st December 2025:

Remuneration £m	Senior managers	Other MRT	Other staff	Total
Number of Material Risk Takers (MRTs)	4	3		7
Fixed	1.1	0.6	1.2	2.9
Variable	2.1	2.3	1.1	5.5
Total	3.3	2.9	2.3	8.5

MIFIDPRU investment firms are typically required to split the quantitative data in the above table, where relevant, into categories for senior management and other material risk takers. However, the regulator allows firms to aggregate or altogether omit the information to be disclosed for senior management and other material risk takers, where splitting the information between these two categories would lead to the disclosure of information about only one or two individuals. PCP has relied upon this exemption and has omitted the disclosure of severance payments in order to prevent the identification of an individual material risk taker.

There were no guarantees awarded to Senior Managers and other MRTs during the performance year.