Disclosure of Information Relating to Remuneration

Disclosure of Information Relating to Remuneration:

HW must make two types of disclosures: qualitative and quantitative disclosures. The qualitative disclosures must note our approach to remuneration for all staff, including our principles and philosophy, how we link variable remuneration and performance, our performance objectives, categories of staff eligible for variable remuneration, and objectives of our financial incentives. In addition, we must note how we make decisions on our remuneration policy and practices, the composition and mandate given to the remuneration committee, use and role of external consultants, key characteristics of our remuneration policies and practices and how they relate to our risk profile and potential incentives, the fact that we have both variable and fixed compensation, and lastly a summary of the types of financial and non‐financial performance criteria used to make assessments. The quantitative disclosures must include the total separate amounts of variable and fixed remuneration awarded to all staff.

This disclosure should be published after our other disclosures are published and relevant reports filed with the FCA.

Harris Williams & Co. Ltd (“Harris Williams UK”) is a subsidiary of Harris Williams UK Holdings, LLC, which is a subsidiary of Harris Williams LLC (together, the "Firm"). Harris Williams LLC is a subsidiary of PNC Bank, National Association (PNC Bank) the banking subsidiary of The PNC Financial Services Group, Inc., a US‐based, publicly traded financial services corporation (together with its subsidiaries, "PNC"). Unless otherwise specified, the remuneration practices are conducted on a Firm‐wide basis.

Firm‐Wide Approach to Remuneration. The objectives of the Firm’s financial incentives are to enable the Firm to attract, engage and retain the talent needed to achieve its business objectives, and to reward desired performance. Harris Williams UK compensates all employees with a total remuneration package composed of both fixed and variable components: fixed remuneration in the form of salary and a pension scheme, and variable remuneration in the form of annual discretionary incentive awards. The Firm pays fixed remuneration (salary) at market levels across the organisation. The Firm may also provide new hire bonuses and, from time to time, anniversary payments, or other one‐time payments as part of its variable remuneration scheme. The Firm’s remuneration policies and practices do not directly discriminate against staff members with protected characteristics under the Equality Act 2010, namely: age; disability; gender reassignment; marriage and civil partnership; pregnancy and maternity; race; religion or belief; sex; or sexual orientation.

All employees of Harris Williams UK are eligible to receive variable remuneration. The Firm allocates an overall annual bonus pool based on Firm performance. Individual awards are determined by the Firm’s Compensation Committee (as discussed below) and may be risk‐adjusted (if applicable) on a discretionary basis. Such discretion may be exercised by the Firm’s Compensation Committee or by PNC. Harris Williams UK total fixed remuneration for 2023 was £5,794,677 and total variable compensation was £9,989,020.

Remuneration Governance and Risk Management. The Firm’s Compensation Committee and PNC both have oversight over the Firm’s remuneration arrangements, including remuneration decisions for all MIFIDPRU Remuneration Code Staff in Harris Williams UK. Both PNC and the Firm maintain remuneration policies, processes and procedures to ensure the Firm promotes sound and effective risk management and discourage risk‐taking that exceeds the Firm’s levels of tolerated risk. As an advisory-only business, the Firm does not hold customer accounts, extend credit, execute transactions, or take risk on behalf of its clients. As a subsidiary of PNC Bank, the Firm is subject to PNC’s Code of Business Conduct and Ethics and risk management policies and practices. The Firm's Compensation Committee is a subset of the Firm’s Executive Committee and composed of Managing Directors of the Firm.

The Firm's Compensation Committee also receives advisory support from the Firm’s Chief Talent Officer and the Corporate Compensation Director. In addition, representatives from PNC’s Corporate Compensation and Human Resources Business Partners team participate in the annual incentive decision‐making process to provide analysis from the PNC enterprise level. The Firm's Compensation Committee does not have any sub‐committees, nor does it retain compensation consultants for advice.

Remuneration Decision Making and Performance Criteria. The Firm's Compensation Committee conducts annual review meetings to assess whether an individual has achieved their goals and objectives, met the core competencies required in their role, and made appropriate risk‐based decisions relative to the Firm’s risk appetite. The Compensation Committee also reviews the deal activity of each executing banker for quality and origination efforts to assess and manage reputational risk and other types of risk.

Mandatory Deferral Requirement. To help ensure the long‐term interests of stakeholders are considered, annual variable remuneration of most senior-level employees is subject to a mandatory deferral requirement. A portion of an employee’s annual discretionary incentive is deferred and paid out over a period of three years and includes the ability to negatively adjust all or a portion of amounts in the event of a risk‐related failure.