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Remuneration Policy

1. Purpose

The Management Entity’s Remuneration Policy establishes a set of rules aimed at achieving a level of best practices in the field of remuneration policy, in alignment with the RGA. This Policy applies to all forms of remuneration and, where and when applicable, other remuneration benefits paid by the Management Entity, including salaries, discretionary pension benefits, and performance bonuses.

The Remuneration Policy is initially defined by the Board of Directors of the Management Entity and subsequently submitted to the Sole Auditor for review, who will be responsible for drafting the final proposal to be submitted for approval by the General Assembly of the Management Entity.

The Management Entity considers that this Remuneration Policy is:

  • Appropriate to the size of the Management Entity, its internal organization, and the nature, scope, and complexity of its activities;
  • Compatible with the business strategy and the objectives, values, and interests of the Management Entity and the CIUs it manages and their respective investors;
  • Gender-neutral, based on equal pay for male and female directors and employees performing the same work; and
  • Contains measures intended to avoid conflicts of interest.

As provided in the RGA, this Remuneration Policy applies to:

  • Senior management, i.e., the Board of Directors;
  • Those responsible for risk management and control functions; and
  • Employees whose total remuneration places them in the same pay group as senior management and those responsible for risk management, and whose professional activities have a significant impact on the risk profile of the CIUs under management.

 

2. Update of the Remuneration Policy

This document is updated following a resolution of the General Assembly, with the updating process being the responsibility of the Board of Directors, under the oversight of the Sole Auditor.

The updating of the Remuneration Policy must be carried out taking into account the following principles:

  • Any update to the rules, procedures, and other aspects contained in the Remuneration Policy is carried out under the guidance of the Board of Directors. However, it is the Sole Auditor who gives the final approval of all changes and revisions to this document, following a resolution of the General Assembly to that effect;
  • Once a change to this document is approved, an internal communication is issued to be distributed to all employees of the Management Entity whose activities and functions are affected by or related to the changes;
  • The Administrative and Financial Department ensures the updating of the Remuneration Policy in digital format, as well as the paper copy kept with the Board of Directors;
  • The electronic copy of this document and the updates made are held by the Administrative and Financial Department, properly archived; and
  • A record of all changes made is maintained, along with copies of all pages of the Remuneration Policy that are replaced.

The Remuneration Policy will be available in two formats:

  • Paper – A paper copy of the Remuneration Policy is held by the Board of Directors.
  • Digital – The Remuneration Policy is made available to employees for consultation through the IT network. The Administrative and Financial Department has access to the digital version for the purpose of making changes to this document.

 

3. Framework and Review of the Remuneration Policy

In accordance with Article 116 of the RGA, the Remuneration Policy for the year 2025 was approved at the meeting of the General Assembly of the Management Entity held on July 14, 2025.

The Remuneration Policy of the Management Entity is reviewed and approved annually, under the following terms:

  • The Sole Auditor is responsible for drafting the final proposal to be submitted to the General Assembly, taking into account the functions performed and the economic situation of the Management Entity;
  • The Sole Auditor approves the general principles of the policy before it is submitted to the General Assembly, pursuant to Article 116(2) of the RGA;
  • The General Assembly approves the Remuneration Policy for the relevant year;
  • Payments are disclosed individually; and
  • The implementation of the Remuneration Policy is subject to continuous internal analysis and monitoring by Compliance, without prejudice to the monitoring duties imposed on the supervisory body, as provided in Article 116(3) of the RGA.

The Sole Auditor of the Management Entity is responsible for supervising the implementation of the general principles of the Remuneration Policy.

Given the size and organizational structure of the Management Entity, there is no remuneration committee.

 

4. Guiding Principles of the Management Entity on the Remuneration Policy

The Management Entity aligns its Remuneration Policy with market best practices to ensure sound and prudent management that does not encourage the pursuit of excessive or inappropriate risks relative to the risk profile or strategy defined by the Management Entity for the CIUs under its management, and considering that:

  • The Management Entity must have remuneration policies and practices that promote and are consistent with this goal;
  • Remuneration policies and practices are defined in a manner and to an extent appropriate to the size and internal organization of the Management Entity and the nature, scope, and complexity of its activities, and must also be compatible with the business strategy and the long-term objectives, values, and interests of the Management Entity and the CIUs it manages, including measures intended to avoid conflicts of interest;
  • Employees performing control and risk management functions are independent of the units they oversee, must be granted adequate powers, and receive remuneration based on the achievement of objectives associated with their functions, independently of the performance of the units they oversee;
  • The remuneration of employees performing risk management and control functions is monitored directly by the Sole Auditor;
  • The implementation of the Remuneration Policy is subject to centralized internal analysis by Compliance, in the exercise of its functions, and by the Sole Auditor of the Management Entity at least annually, in order to verify compliance with the Remuneration Policy;
  • The Sole Auditor periodically monitors the general principles and implementation of the Remuneration Policy;
  • The criteria for establishing the fixed component of remuneration are primarily based on relevant professional experience and the organizational responsibility of the employee’s functions;
  • Payments related to the early termination of an employee’s duties reflect the performance observed during those duties, in order not to encourage inappropriate behavior;
  • The rules set forth herein apply to all types of remuneration paid by the Management Entity, to all amounts paid directly by the CIUs under management, including performance fees, and to all transfers of shares/units of the same CIUs; and
  • Performance evaluation: (i) takes place in a multi-year framework appropriate to the recommended holding period for investors in the CIUs managed by the Management Entity; (ii) is based on the long-term performance and risks of each managed CIU; and (iii) when applicable, distributes the payment of dependent remuneration components over the same period.

The Management Entity considers sustainability concerns in defining its Remuneration Policy, taking into account ESG-related objectives in its investment policy, governance, and risk management policy, which generally result in the implementation of good social and governance practices, in line with the Sustainability Policy adopted by the Management Entity.

The Management Entity recognizes that the Remuneration Policy plays a central and important role in aligning the relevant interests, particularly those of investors and other stakeholders, and must also be able to ensure adequate conditions for implementing fair remuneration capable of attracting, retaining, and motivating our directors and employees.

Furthermore, the Management Entity analyzes and determines the sustainability factors relevant to its activity and whether they are compatible with its long-term business interests and vision, as well as with sustainable investment.

The Management Entity integrates into its Remuneration Policy:

  • Sustainability risks, taking into account the nature, size, and complexity of its activities; and
  • Remuneration structures designed to optimize results without generating or exacerbating risks that could harm its interests and those of participants in the long term.

By applying mechanisms that allow changes to the remuneration structure, the Management Entity seeks to ensure the implementation of incentives appropriate to risk-taking precautions and risk mitigation, including those related to sustainability.

In the event of insufficient performance by the Management Entity, two (2) mechanisms may be applied:

  • Where applicable in the case of deferral – Malus: Reduction, by the Management Entity, of the variable component of remuneration that has not yet become a vested right of the employee subject to the Remuneration Policy, in an amount proportional to the decline or loss of the Management Entity or the CIUs it manages; and
  • Clawback: Retention, by the Management Entity, of the variable component of remuneration that has become a vested right of the employee subject to the Remuneration Policy, in an amount proportional to the decline or loss incurred (if such situation is attributable to the employee concerned, due to willful misconduct or gross negligence, they must return the variable component already paid).

 

5. General Rules Applicable to the Variable Component of Remuneration

The Management Entity, under the proportionality criterion set out in Article 115 of the RGA, in Articles 305 to 305-C of the Securities Code, and in particular in paragraphs 23 to 30 of the guidelines on sound remuneration policies under AIFMD, issued by the European Securities and Markets Authority on 03.07.2013 (ESMA/2013/232), and considering that:

  • The organizational structure of the Management Entity is simple, as shown in the organizational chart included in this Compilation of Policies and Internal Procedures, and the fund units under management are not admitted to trading;
  • The nature, scope, and complexity of the activities pursued by the Management Entity are quite limited; and
  • The variable component of remuneration is expected to be small (it cannot represent more than 45% of the total annual remuneration),

The granting of the variable component:

  • Depends on the performance evaluation of the employee/social body holder, in compliance with the general principles set out in this policy. The evaluation will be carried out by the Head of the Administrative and Financial Department, who may engage third parties for performance assessment, and will be based on the following components: (a) individual performance evaluation of each relevant employee: (i) 50% of the total evaluation weight or 70% when the performance of the structural unit or CIU in question is not applicable (e.g., internal control functions); (b) performance of the respective structural unit or CIU in question (if applicable): 20% of the total evaluation weight; and (c) overall results of the Management Entity: 30% of the total evaluation weight;
  • For individual evaluation purposes, the following proportion is considered: (i) financial criteria (total weight of 50%): results of the Management Entity – 30% and annual changes in the net asset value of the CIUs under management, considered globally – 20% (where applicable); and (ii) non-financial criteria (total weight of 50%): social action – 10%, relationship and impact within the organizational structure of the Management Entity – 15%, personal technical development and skills acquisition – 25%.
  • Since the Management Entity manages privately subscribed CIUs, it does not have the legal authority to determine capital increases (cf. Article 213(2) of the RGA). Furthermore, given the size of the CIUs, the size of the Management Entity, the simplicity of its structure, and the small expected amount of the variable component to be granted annually, it is not feasible to contract financial instruments equivalent to CIU units for the purpose of paying part of the variable component. Therefore, the variable component will be paid entirely in cash by the Management Entity and will not be subject to retention, meaning its payment will not be deferred;
  • It will only be paid if sustainable in light of the financial situation of the Management Entity and the CIUs and justified by the performance of the employee/social body holder. Thus, if in a given year the Management Entity records negative results or the NAV of the CIUs under its management, considered globally, decreases, based on a reasoned opinion from the Sole Auditor, and without prejudice to the final decision of the General Assembly of the Management Entity, the variable component, or part of it, in a given year, may be reduced or suppressed.

The variable component is not guaranteed, meaning that if the result of the Management Entity or the CIUs under management is negative, the variable component may not be paid, except in the context of hiring new employees, and only in their first year of activity.

The performance assessment used to calculate the variable remuneration component includes adjustments considering various types of risks, current and future.

The variable remuneration component may only become a vested right or be paid if it is sustainable in light of the financial situation of the Management Entity and justified in light of the performance of the relevant business unit (i.e., Departments), the CIU, and the employee in question.

The rules and principles regarding variable remuneration cannot be circumvented, particularly through the use by employees subject to the Remuneration Policy of any risk-hedging mechanism intended to reduce the risk alignment effects inherent to remuneration modalities, or through the payment of the variable remuneration component via instrumental entities or other methods with equivalent effect.

 

6. Specific Remuneration Rules

6.1. Board of Directors:

The annual remuneration of the Board of Directors is approved at the General Shareholders’ Meeting held in the 1st quarter of each year, upon proposal of the Board of Directors.

The members of the Board of Directors, when remunerated, receive a fixed salary, paid 14 times per year, determined case by case taking into account performance evaluation criteria and market benchmarks.

They may also, by decision taken at the annual General Assembly, receive a variable remuneration, as defined below and in strict compliance with the RGA and the general remuneration principles set out in Chapter 15.4 above.

The granting of the variable remuneration component to members of the Board of Directors corresponds to the commonly designated distribution of part of the balance sheet profit, linked to the NAV performance of the collective investment undertakings under management, considered globally.

Additionally, the final decision regarding the variable remuneration of the members of the Board of Directors lies exclusively with the shareholders of the Management Entity, in compliance with the general principles set out in this policy. Therefore, members of the Board of Directors have no contractual vested right to such payment, and the distribution of the variable component is subject solely to the annual decision of the shareholders of the Management Entity. Thus, it may occur that the Management Entity and the CIUs under management achieve positive results, but no distribution of said component takes place.

Therefore, if variable remuneration is granted to members of the Board of Directors, the following criteria must be observed:

  • Variable remuneration will always be granted in strict compliance with the RGA and the general remuneration principles set out in Chapter 15.4 above;
  • Variable remuneration depends on a decision to be taken annually by the General Assembly, and may or may not be granted depending on the individual and collective performance of the Board of Directors members;
  • The granting of variable remuneration will also depend on the degree of achievement of the overall objectives of the Management Entity and the CIUs under management, with reference to the previous financial year, particularly profit generation and NAV performance, respectively;
  • The variable remuneration component may not represent more than 50% of the total annual remuneration of the relevant Board member; and
  • Payment of the variable remuneration component will be made entirely in cash in accordance with the resolution taken at the General Assembly.

6.2. Members of the General Assembly Board:

Members of the General Assembly Board of Shareholders are not remunerated.

6.3. Employees Responsible for Risk-Taking:

No employees are identified with these responsibilities other than the Directors responsible for each of the operational areas. Investment and divestment decisions of the Management Entity and the CIUs under management are the exclusive responsibility of the Board of Directors, which is remunerated under the conditions defined above.

6.4. Employees with Control Functions:

The variable component of employees holding control functions depends on achieving the objectives associated with their functions, and not solely on the overall performance of the Management Entity.

6.5. Employees whose total remuneration places them in the same remuneration bracket as that provided for members of management and supervisory bodies, senior management, or those responsible for risk-taking:

Not applicable.

6.6. Other Benefits:

In addition to the remuneration referred to above, the remunerations paid do not include other benefits, apart from those legally required (for example, work accident insurance, as provided for by law), nor any other complementary compensation.

 

7. Final Considerations

The principles set forth in this Remuneration Policy are equally applicable, with the necessary adaptations, to other employees of the Management Entity not specifically covered in the preceding sections, unless expressly decided otherwise by the Board of Directors.

(For more information, please refer to the Portuguese version of this document.)