Amended: September 2026 | Version: 2026.1

PROSPERGATE CAPITAL LTD, is a company registered under the laws of the Republic of Cyprus, with registration number C369583. It is a regulated Cyprus Investment Firm (“CIF“) authorised and regulated by the Cyprus Securities and Exchange Commission (“CySEC“) under license number 361/18. The Company also acts as the External Manager of PROSPERGATE FUND AIFLNP V.C.I.C LTD.

The registered office of the Company is situated at 2 Filiou Zannetou street, 3021 Limassol, Cyprus.

For the purposes of, inter alia, this Remuneration Policy, the Company operates under:

• Directive 2014/65/EU (“MiFID II“), as implemented in Cyprus by the Investment Services and Activities and Regulated Markets Law of 2017 (Law 87(I)/2017), as amended, and the Commission Delegated Regulation (EU) 2017/565 supplementing it as regards organisational requirements and operating conditions for investment firms;
• Directive 2011/61/EU on Alternative Investment Fund Managers, the Alternative Investment Funds Law of 2018 (L.124(I)/2018), and, in respect of the Company’s role as External Manager, the Small AIFM Law;
• Regulation (EU) 2019/2033 (“IFR“) and Directive (EU) 2019/2034 (“IFD“), as implemented in Cyprus by the Prudential Supervision of Investment Firms Law of 2021 (Law 165(I)/2021) (“the Remuneration Requirements“), and the European Banking Authority’s Guidelines on sound remuneration policies under the IFD (EBA/GL/2021/13, in effect since 30 April 2022), together with the applicable CySEC guidance on sound remuneration practices for CIFs;
• Regulation (EU) 2019/2088 (the “Sustainable Finance Disclosure Regulation” or “SFDR“), Article 5 of which requires financial market participants to include in their remuneration policy information on how that policy integrates sustainability risks.

Prospergate ensures that its remuneration arrangements comply with the Remuneration Requirements and are aligned with the Company’s Conflict of Interest Policy and conduct-of-business obligations, as set out in the Company’s Internal Operations Manual and related documents, so that clients’ interests are not impaired by the Company’s remuneration policies and practices in the short, medium or long term. This Policy and related practices are consistent with, and promote, sound and effective risk management, and are gender-neutral.

This Policy is designed to support Prospergate’s strategic business objectives and core values in an appropriate, risk-controlled manner, by providing remuneration mechanisms that allow Prospergate to attract, retain and motivate its staff consistently with the Remuneration Requirements. As required by Article 5 SFDR, this Policy also sets out, below, information on the integration of sustainability risks into the Company’s remuneration structure.

The EBA Guidelines (EBA/GL/2021/13) define remuneration as “all forms of fixed and variable remuneration and includes payments and benefits, monetary or non-monetary, awarded directly to staff by or on behalf of investment firms in exchange for professional services rendered by staff, carried interest payments, and other payments made via methods and vehicles which, if they were not considered as remuneration, would lead to a circumvention of the remuneration requirements of the IFD.”

“Fixed remuneration” primarily reflects relevant professional experience and organisational responsibility, as set out in an employee’s job description and terms of employment. “Variable remuneration” reflects a sustainable, risk-adjusted performance of the employee, as well as performance in excess of the employee’s job description.

Under Section 24(1)–(3) of Law 165(I)/2021 (“Remuneration Policies”), each CIF, in establishing and applying its remuneration policy for the relevant categories of staff — having regard to whether an employee’s professional activities have a material impact on the risk profile of the CIF or the assets it manages — must comply with the following principles:

1. the policy is clearly documented and proportionate to the size, internal organisation, and the nature, scope and complexity of the CIF’s activities;
2. the policy is gender-neutral;
3. it is consistent with, and promotes, sound and effective risk management;
4. it is in line with the CIF’s business strategy and objectives, and takes into account the long-term effects of investment decisions;
5. it contains measures to avoid conflicts of interest, encourages responsible business conduct, and promotes risk awareness and prudent risk-taking;
6. the Board of Directors, in its supervisory function, adopts and periodically reviews the remuneration policy and has overall responsibility for overseeing its implementation;
7. its implementation is subject to a central and independent internal review by control functions at least annually;
8. staff engaged in control functions are independent from the business units they oversee, have appropriate authority, and are remunerated according to the achievement of the objectives linked to their own functions, regardless of the performance of the business areas they control;
9. the remuneration of senior officers in the risk management and compliance functions is overseen by the remuneration committee, or by the Board of Directors in its supervisory function;
10. the policy makes a clear distinction between the criteria for (a) basic fixed remuneration, reflecting professional experience and organisational responsibility, and (b) variable remuneration, reflecting sustainable, risk-adjusted performance;
11. the fixed component represents a sufficiently high proportion of total remuneration to allow a fully flexible policy on variable components, including the possibility of paying no variable remuneration.

Under Section 24(2), for the purposes of point 11 above, CIFs must set appropriate ratios between the variable and fixed components of total remuneration, taking into account the CIF’s business activities and associated risks, and the impact of different staff categories on the CIF’s risk profile. Under Section 24(3), CIFs must apply these principles in a manner appropriate to their size, internal organisation, and the nature, scope and complexity of their activities.

This Remuneration Policy (the “Policy“) applies to all members of the Prospergate Board of Directors and all Prospergate employees.

The Company’s remuneration practice is currently based on fixed remuneration, determined by reference to an individual’s academic qualifications, years of employment, experience, position within the Company, and the risks associated with that position.

While the Company does not exclude the possibility of introducing variable remuneration in future, it has not yet done so. Should it consider remunerating any employee(s) on a variable basis, it will take into account the Company’s business activities and associated risks, the impact of different staff categories on the Company’s risk profile, and the requirements of Section 26 of Law 165(I)/2021, set out below.

This Policy and related practices are consistent with the principle of equal pay for male, female and diverse workers for equal work, or work of equal value, as set out in Article 157 of the Treaty on the Functioning of the European Union, and are assumed to affect all sexes equally. This applies to all employment conditions with a bearing on pay, including award and payout conditions, recruitment, career development and succession planning, access to training, and the ability to apply for internal vacancies. To monitor gender-neutral application, Prospergate maintains documented job descriptions for all positions and has determined which positions are of equal or equivalent value, having regard to the type of activities, tasks and responsibilities involved.

As noted above, the Company does not currently award variable remuneration to employees or the Board of Directors, though it reserves the right to amend this Policy to introduce such practice. Should it do so, the total amount of variable remuneration awarded will be based on a combination of the performance of the Prospergate Group, the individual employee, and their relevant business unit, and (further to Section 26 of Law 165(I)/2021) will always be appropriate to the Company’s size, internal organisation, and the nature, scope and complexity of its activities. In particular:

1. both financial and non-financial criteria will be taken into account when assessing individual performance;
2. that assessment will be based on a multi-year period, having regard to Prospergate’s business cycle and business risks;
3. variable remuneration will not affect the Company’s ability to maintain a sound capital base;
4. payments relating to early termination of employment will reflect performance achieved over time and will not reward failure or misconduct;
5. remuneration packages relating to compensation or buy-out from a previous employer’s contracts will be aligned with Prospergate’s long-term interests and will not reward failure;
6. the measurement of performance used to calculate variable remuneration pools will take into account all current and future risks and the Company’s capital and liquidity requirements;
7. the allocation of variable remuneration will take into account all current and future risks;
8. up to 100% of variable remuneration may be subject to malus or clawback where the Company’s financial performance is subdued or negative, in particular where the individual concerned participated in, or was responsible for, conduct resulting in significant losses for the Company, or is no longer considered fit and proper;
9. employees are prohibited from using personal hedging strategies or remuneration/liability-related insurance to undermine these principles;
10. variable remuneration will not be paid through financial vehicles or methods designed to facilitate non-compliance with this Policy.

The Board of Directors (“Board“) adopts, maintains and oversees the implementation of this Policy and the Company’s remuneration arrangements, including approval of any material exemptions for individual staff members. Senior management is responsible for day-to-day implementation and for monitoring compliance risks related to the Policy. The Policy’s implementation is subject to a central and independent internal review by control functions at least annually; staff in control functions are independent from the business units they oversee, hold appropriate authority, and are remunerated by reference to their own functional objectives, regardless of the performance of the business areas they control.

Given its current size and business activities, the Company has not established a separate remuneration committee; the Board holds the discretionary authority to decide on and distribute any future variable remuneration, taking into account this Policy, including the incentive to manage risk, capital and liquidity prudently. The General Manager determines and oversees the remuneration of executive Board members, and directly oversees the remuneration of senior officers in the independent control functions (compliance and risk management).

The risk management function assists in defining suitable risk-adjusted performance measures (including ex-post adjustments) and in assessing how the variable remuneration structure affects, or would affect, the Company’s risk profile and culture, and validates related risk-adjustment data. The compliance function analyses how the remuneration policy affects, or would affect, the Company’s compliance with legislation, regulation, internal policy and risk culture, and reports identified risks and instances of non-compliance to the Board; its findings are taken into account by the General Manager in the approval, review and oversight of this Policy. The internal audit function carries out an independent review of the design, implementation and effects of the Company’s remuneration policies on its risk profile and how those effects are managed. No individual is permitted to be involved in designing their own remuneration.

In addition to the above, the Company’s performance management process — and, accordingly, its remuneration arrangements — integrates non-financial methodologies to promote sound and effective risk management with respect to sustainability risks, ensuring that the Company’s remuneration structure does not encourage excessive risk-taking in this respect and remains linked to risk-adjusted performance. To this end, specific sustainability-related goals are developed, and all Prospergate employees are expected to support the business in acting responsibly, incorporating sustainability considerations into their roles and decision-making. These goals also form part of the individual performance assessment referred to in this Policy. Further detail on the Company’s approach to sustainability risk is set out in the Company’s Sustainability Risk Policy.

This Policy is disclosed internally and is accessible to all staff at all times. Should the Company adopt variable remuneration practices, it will inform affected employees of the characteristics of their variable remuneration, and of the process and criteria used to assess the impact of their professional activities on the Company’s risk profile and on their variable remuneration; the appraisal process will be properly documented and transparent to the staff concerned. The Company will notify employees affected by any material change to this Policy, or by the adoption of variable remuneration practices.

This Policy may be updated and changed from time to time in order to comply with new legal or regulatory requirements or amendments. Any updated version will be published on the Company’s website.

If you would like to contact us with any queries or comments, please send an email to [email protected]

Prospergate Capital Ltd is a Cyprus Investment Firm (“CIF”) authorised by the Cyprus Securities and Exchange Commission (“CySEC”) (licence number 361/18), with a licence to perform portfolio management services. The Company externally manages, on a discretionary basis, client funds held with global financial institutions pursuant to a pre-defined investment strategy. As the risk of investing in certain financial instruments is generally high and the market value of such instruments may be affected by factors such as economic and political conditions, foreign exchange fluctuations, and shifts in market sentiment, the investor bears full responsibility for the risks associated with such investments and acknowledges that investment yield and/or capital preservation are not guaranteed. Investors should ensure they are fully aware of the potential risks connected with portfolio management services and their chosen investment strategy, and should note that some strategies carry a higher degree of risk than others, which may result in the loss of all or part of the initial investment. Past performance does not guarantee, and should not be taken as an indication of, future returns.

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