INTRODUCTION

Marathon Capital Ltd (“Marathon Capital” or the “Firm”), a company incorporated in England and Wales, is authorised and regulated by the Financial Conduct Authority (“FCA”) with Firm reference number 957356. Marathon Capital specialises in corporate and asset financing and M&A in the energy and infrastructure markets, principally focusing on the renewable power, sustainable technologies, renewable fuels and chemicals, energy storage and energy services industries. Marathon Capital is wholly owned by its US parent entity, Marathon Capital, LLC (the "US Parent") and part of the wider group of affiliated entities controlled by the US Parent.

The FCA, in its Prudential sourcebook for MiFID Investment Firms (“MIFIDPRU”), sets out the detailed prudential requirements that apply to Marathon Capital. Chapter 8 of MIFIDPRU (“MIFIDPRU 8”) sets out public disclosure rules and guidance with which the Firm must comply.

Marathon Capital is classified under MIFIDPRU as a small and non-interconnected MIFIDPRU investment firm (“SNI MIFIDPRU Investment Firm”).

This disclosure has been prepared by Marathon Capital in accordance with the requirements of MIFIDPRU 8 and has been approved by the Board of Directors. Unless otherwise stated, all disclosures pertain to the financial year ended 31st December 2024 and are seen as complimentary to Marathon Capital´s published financial statements for that period, it’s implementation of other MIFIDPRU rules, and internal capital adequacy and risk assessment (“ICARA”) process.

REMUNERATION POLICY AND PRACTICES

OVERVIEW

As an SNI MIFIDPRU Investment Firm, Marathon Capital is subject to the basic requirements of the MIFIDPRU Remuneration Code (as set out in Chapter 19G of the Senior management arrangements, Systems and Controls sourcebook in the FCA Handbook (“SYSC”)) and therefore required to disclose certain information on its remuneration policy (“Remuneration Policy”) and practices relevant to its staff as well as certain quantitative aggregated information about the remuneration awarded to its staff.

The purpose of the remuneration requirements is to:

• promote sound and effective risk management in the long-term interests of the Firm and its clients;
• ensure alignment between the risk profile of the Firm and individual reward;
• encourage responsible business conduct and a healthy Firm culture;
• identify and manage any conflicts of interest;
• discourage behaviours that can lead to misconduct and poor client outcomes.

Marathon Capital recognises that remuneration is a key element in attracting, motivating, and retaining motivated and quality staff in a competitive market while encouraging staff to sustain high levels of performance, productivity, and results in line with the Firm´s and wider group´s business strategy and objectives.

In addition, Marathon Capital is dedicated to fostering a culture of excellence, teamwork, positive compliance, and the achievement of outstanding outcomes for its clients. Performance-basedremuneration is therefore evaluated based on various financial and non-financial criteria aligned with these core values. Decisions on rewards are made thoughtfully, considering the effort, attitude, and results demonstrated by staff.

The governance relating to the development of each Remuneration Policy and related practices has risk management, equality, and conflicts of interest at its core:

Risk management:

• setting a clear policy and procedure for setting variable remuneration including individual, team, Firm and wider group performance;
• alignment with the Firm’s business strategy, values and long term-goals;
• alignment with the protection of the relevant entity clients, customers and investors;
• ensuring variable remuneration does not undermine the Firm´s viability, sustainability and its ability to meet its Overall Financial Adequacy Rule and Threshold Conditions; and
• ensuring that financial and non-financial incentives do not promote excessive risk taking.

Equality:

• ensuring that remuneration is not biased by gender, race, ethnic origin, political views, sexual orientation, age, disability or any other discriminatory factors.

Conflicts of interest:

• adopting policies and procedures aimed at mitigating any potential conflicts that may arise between the Firm, and its staff members, clients and stakeholders; and
• maintaining a Conflict of Interests Register which includes potential conflicts relating to remuneration as well as any procedures implemented to mitigate such conflicts.

The Firm ensures that it does not remunerate or assess the performance of its staff in a way that conflicts with its ability to act in the best interests of its clients and therefore an appropriate balance between fixed and variable remuneration is always maintained.

Marathon Capital ensures that individual performance, the assessment process and any variable remuneration awarded is non-discriminatory and gender neutral.

CHARACTERISTICS OF THE FIRM’S REMUNERATION POLICY AND PRACTICES

Remuneration of Marathon Capital staff is made up of appropriately balanced fixed and variable components, with the fixed component sufficiently high to enable the operation of a fully discretionary and flexible policy on variable remuneration. There is no guarantee that variable remuneration will be paid in any given year or to any specific individual. The Firm would not pay variable remuneration in certain situations, such as where the Firm’s profitability performance is constrained, or where there is a risk that the Firm may not be able to meet its capital or liquidity regulatory requirements. For all individuals, the quality of performance and adherence to the ethical and conduct standards of the Firm are key factors to the variable remuneration decisions.

Fixed Remuneration

Fixed remuneration is set in line with market competitiveness at a level to attract and retain skilled staff and comprised of base salary, pension and benefits (e.g., private health cover and lifeassurance). Base salary is reviewed annually and informed with reference to peer group and adjusted for other variables, including, tenure, knowledge, ability and experience.

Variable Remuneration

All staff are eligible to be awarded variable remuneration but have no entitlement to such awards, as they are discretionary. Variable remuneration is an important element of total remuneration, rewarding performance in line with the Firm´s strategy and objectives, without encouraging excessive risk taking or affecting the sound capital base of the Firm.

Variable remuneration is principally performance-based, with the proportion of total remuneration which is made up of variable remuneration typically increasing with the seniority of the role and the overall level of total remuneration.

Guaranteed variable remuneration in the form of sign-on bonuses or retention awards will only awarded in exceptional circumstances in line with regulatory requirements. Sign-on bonuses are limited to the first year of service and in the context of hiring new staff.

Buyout awards, which compensate a new joiner for forfeited deferred remuneration from a previous employer, will take into consideration the value and terms including any deferral period, nature of award (e.g., cash, shares) and retention period of the variable compensation to be forfeited.

Any severance payments will consider the seniority of the individual, their length of service, the circumstances surrounding the termination and any applicable legal requirements. Severance payments do not reward failure (personal or corporate) or misconduct.

The Firm may award performance-based variable remuneration in the form of cash and/or equity of the Firm´s parent entity in accordance with the applicable group discretionary bonus plan and/or group equity compensation plan in effect, the Firm´s remuneration policy as well as any other conditions which may be attached by the Firm. All equity awards are subject to a vesting period and cash awards may be deferred. The award of equity as part of variable remuneration supports the ongoing management of longer-term business risk and aligns the interests of the employee with both the Firm and clients. 

Awards of performance-based variable remuneration are determined based on the individual´s performance assessment, market conditions as well as the Firm´s and wider group´s financial performance and cash position. Individual performance is measured against both financial and non- financial criteria. Non-financial criteria include contribution to sustainable results, compliance with the Firm´s policies and procedures, adherence to risk management procedures, development, dedication to teamwork, positive contribution to corporate culture as well as leadership (if applicable).

The Firm may, in its sole discretion, cancel or reduce all or any portion of an unvested or deferred award of variable remuneration (“Malus”) based on criteria included in the Remuneration Policy. This includes, but is not limited to:

• termination of employment for any reason;
• reasonable evidence of wilful misconduct or negligence;
• suspension or disciplinary proceedings;
• any compliance or regulatory issues that have occurred or are under investigation internally or externally;
• any conduct related matters that have occurred or are under investigation internally or externally;
• any conditions or obligations imposed by the Firm´s regulator;• any significant downturn in financial performance; and
• any material failure of risk management.

In addition, claw back may be applied for up to three years from the date the variable remuneration was awarded.

GOVERNANCE AND OVERSIGHT

Marathon Capital's Remuneration Policy and practices are reviewed, approved, and overseen by the Firm's Board of Directors in close coordination with the Compensation Committee of the US Parent.

The Board of Directors:

• ensures that the Remuneration Policy responsibly incentivises staff, promotes sound and effective risk management, and is consistent with the Firm's business strategy, objectives, values, and the long-term interests of the Firm and its clients;
• maintains oversight of the Firm’s financial performance, capital adequacy, liquidity requirements, and compliance with its regulatory obligations;
• ensures that the Remuneration Policy and performance management processes are reviewed and updated annually.

To fulfil its responsibilities, the Board:

• maintains a formal internal governance structure that is appropriately staffed to exercise competent and independent judgment on remuneration policies and practices;
• prepares and makes decisions regarding remuneration that have implications for the risk and risk management of the Firm;
• ensures that remuneration practices account for the public interest and the long-term interests of shareholders, investors, and other stakeholders;
• maintains a sound system of internal controls (financial and operational) and a corresponding risk management framework.

The Firm’s Compliance and Legal functions are consulted in the design and review of remuneration policies and practices, providing input to ensure alignment with regulatory requirements, management of conduct and business risks, and staff adherence to the Firm’s compliance and governance frameworks.

The Firm´s Human Resources function supports the performance management process, including maintaining detailed records of performance reviews, feedback, development plans and benchmarking data.

QUANTITATIVE REMUNRATION DISCLOSURE

For the financial year from 1 January 2024 to 31 December 2024, the total remuneration awarded to staff of the Firm was £3,344,368. Of this, 38% was awarded as fixed remuneration and 62% as variable remuneration.

Variable remuneration was awarded in the form of equity instruments granted directly by the Firm’s US Parent. In line with the Firm’s internal remuneration framework, 80% of variable remuneration was deferred, supporting long-term alignment with the interests of the business and its stakeholders.

VERIFICATION

The information contained in this disclosure has not been audited by Marathon Capital´s external auditors and does not constitute any form of financial statement.