PSG

1. Modern Slavery Act Statement

Overview

At PSG, we recognise the importance of ensuring that our business is conducted responsibly. We welcome the Modern Slavery Act 2015 (the "MSA") and the transparency it encourages, and take a zero-tolerance approach to modern slavery occurring in our business or supply chains.

This statement is made pursuant to section 54(1) of the MSA and constitutes PSG's slavery and human trafficking statement for the financial year ending 31 December 2024. References to “we”, “us”, “our” or “PSG” are to PSG Equity LLP.

We expect all of our employees and suppliers to maintain high standards, including conducting our business with honesty and integrity. As part of our wider environment, social and governance (“ESG”) efforts, we have specific webpages outlining our ESG program and community initiatives, which consider what we view as our social responsibilities and outline our efforts across a number of areas relating to our impact on society as a whole.

Business Structure

PSG operates as a limited liability partnership owned by our Members, who, through a Management Committee, make management decisions on behalf of PSG.

PSG provides investment advisory services to our US parent company, PSG Equity L.L.C. Our parent company provides investment management services to investment vehicles that invest into software and technology-enabled services companies, with the aim of scaling and expanding these businesses. PSG is based in the UK and is regulated by the UK's Financial Conduct Authority.

Supply Chains

PSG takes a zero-tolerance approach to slavery and human trafficking in all its forms. We endeavour to ensure that our business and supply chains are conducted and managed responsibly, in line with the principles underpinning the MSA.

Given the nature of PSG's advisory business, we believe there is a relatively low risk of slavery or human trafficking in connection with our activities. The goods and services we typically procure are limited to areas relating to professional services such as office equipment, IT, advisory services and facility management.

Policies and Procedures

In addition to this statement, PSG has a number of existing policies and procedures which support our broader commitments in relation to human rights and fair treatment. These include:

• Government Reporting and Whistleblowing Policy, which includes information for reporting any suspected violations of law (including breaches of the MSA);
• Anti-Harassment and Equal Opportunity Policy;
• Anti-Bullying Policy;
• Anti-Bribery and Corruption Policy; and
• Health & Safety Policy.

Risk Management and Due Diligence

Despite our business having a relatively low risk of slavery or human trafficking, we understand that no business is completely risk-free. Therefore, consistent with the principles of the MSA and as part of our initiative to identify and manage risk:

• We look to build and improve our systems to better (a) identify and monitor potential risk areas in our supply chains and (b) train our employees as to these risks and the need to manage them.
• Where possible, we build long-standing relationships with our key suppliers and ensure that expectations of business behaviour are clear and consistent.

Implementation

Our Management Committee has responsibility for implementing the objectives considered in this statement.

Training

PSG will provide regular training and/or communication as necessary to educate relevant employees and Members on the importance of implementing and enforcing effective systems to ensure slavery and human trafficking is not taking place in our supply chain.

Monitoring and Reporting

If issues are identified in relation to modern slavery, these may be reported to any governmental agency or entity (including using our whistleblowing procedures, which are further detailed in our Government Reporting and Whistleblowing Policy) and should be reported internally to PSG’s Chief Compliance Officer. This statement will be reviewed annually and published on our website.

Approvals

The PSG Management Committee approved this statement on 17 June 2025. Signed by Dany Rammal for and on behalf of PSG Equity LLP.

2. MIFIDPRU Disclosure

Introduction

PSG Equity LLP ("PSG LLP", the “Firm” or “we”) is a MIFIDPRU investment firm authorised and regulated by the Financial Conduct Authority (the "FCA") (FRN: 938536). We are required to comply with the disclosure requirements under the Investment Firms Prudential Regime ("IFPR"), which is set out in the FCA Handbook MIFIDPRU 8.

For the purpose of the IFPR, we are classified as an SNI (small and non-interconnected) firm.

Remuneration

The Firm is required to comply with the MIFIDPRU Remuneration Code under IFPR, which aims to ensure that we (i) have risk-focused remuneration policies that are consistent with, and promote, sound and effective risk management in the long-term interests of the Firm and our clients, and (ii) do not expose the Firm or our clients to excessive risk.

Our approach and objectives

We have formulated our approach in our remuneration policy and practices with reference to the guidance set out by the FCA. We consider the appropriate balance between fixed and variable remuneration as well as the constraints in place to avoid a conflict of interest between staff incentives and the best interests of clients.

The objectives of our financial incentives are to:

• ensure effective risk alignment between the Firm's staff, the Firm itself, and the funds advised by affiliates of the Firm; and
• promote sound risk management and a healthy culture within the Firm.

Governance and decision-making procedures

The management committee is the governing body of PSG LLP (the "Management Committee") responsible for setting and overseeing the implementation of the Firm's remuneration policy and practices. To fulfil its responsibilities, the Management Committee:

• is staffed with qualified individuals, enabling it to make informed and independent decisions regarding remuneration policies, practices, and the incentives related to managing risk, capital and liquidity; and
• ensures that the remuneration policy aligns with the Firm's business strategy, objectives, values and the interests of the Firm and its clients.

One role of the Management Committee is to ensure that the extent of the variable remuneration paid by the Firm does not affect the Firm’s ability to ensure a sound capital base. The Management Committee is responsible for: (i) overseeing the performance management process; (ii) reviewing and approving the remuneration policy, variable remuneration pool and caps, eligibility of participation in variable remuneration schemes, as well as (iii) the approval of variable remuneration awarded to individuals.

We assess our staff members under our performance management process on an ongoing basis with an annual performance assessment outcome being used as a contributing factor in the determination of remuneration.

The remuneration of senior staff in risk management and compliance functions is directly overseen by the Management Committee. Any remuneration to staff with control functions is awarded according to objectives linked to their functions and remains independent from the business units they oversee.

No variable remuneration is awarded to members of the Management Committee who do not perform any executive function in the Firm.

The Firm’s remuneration policies and practices are developed in consultation with our external compliance consultants and legal counsel.

Key characteristics of remuneration policies and practices

All employees receive fixed remuneration (typically an annual salary paid in equal monthly instalments) and are considered for discretionary variable remuneration (typically an annual bonus). PSG LLP members receive monthly drawings in anticipation of annual profits. PSG LLP members and employees may receive awards of carried interest in PSG Equity L.L.C.-managed funds where eligible.

Fixed remuneration

An individual's fixed remuneration (whether that is an annual salary paid in monthly instalments or monthly drawings) is determined primarily by the market rate for the role performed, having regard to the skills, expertise and experience required to perform the role effectively and the skills, expertise and experience demonstrated by the particular individual.

The Firm also takes into account the need to manage its fixed cost base appropriately and to have sufficient flexibility in the event of subdued financial performance.

Variable remuneration

Firm performance criteria:

The Firm is part of the PSG Equity L.L.C. group (the “PSG Group”), a global group which takes the ultimate group-wide remuneration decisions on a global basis. The Management Committee signs off on the variable remuneration to be awarded to its staff members, taking into account the Firm's overall financial position:

• Bonus: The PSG Group has complete discretion over the amount of the bonus pool, which is linked to the performance of the group and not individual performance. All bonuses paid by the Firm are dependent on the Firm's overall financial result to ensure a sound capital base. The Firm's bonus pool is determined annually, by reference to the Firm's realised profits at year-end, taking into account the Firm's regulatory capital and liquidity requirements, future working capital needs and any reasonably foreseeable liabilities or obligations.
• Carried interest: The returns from carried interest schemes are wholly variable and are determined by the underlying performance of the relevant fund.

Individual performance criteria:

An individual's variable remuneration will be determined based on the Firm's performance assessment criteria, having regard to the individual's performance against those criteria during the relevant performance period and over a multi-year framework.

Individual performance is assessed by reference to both financial and non-financial criteria, including whether an individual has adhered to the Firm's internal compliance policies and procedures, and demonstrated behaviours consistent with the Firm's corporate values.

Where relevant, the Firm's Human Resources Team and Compliance Team provide support and guidance to the Management Committee in determining whether variable remuneration should be adjusted.

Quantitative disclosures

For the financial year ended 31 December 2024, the amount of remuneration awarded to all staff members is as follows: