MIFIDPRU Public Disclosure
Introduction
Citation Capital Management Limited (“Citation”) is authorised and regulated by Financial Conduct Authority (“FCA”) as MIFID Investment Firm. Given this, the Firm has to satisfy the FCA’s Overall Financial Adequacy Rule by at least annually carrying out an Internal Capital Adequacy and Risk Assessment (“ICARA”) process which formally documents how Citation assesses its own funds and liquidity requirements.
Alongside the ICARA, the Firm is required to make at least an annual public “MIFIDPRU Public Disclosure” based on its audited financial statements for each financial year end. This MIFIDPRU Disclosure is for the period to 31st December 2024.
In terms of the FCA’s prudential rules, Citation’s relatively non-complex business model and limited scope of permissions means it is treated as a Small Non-Interconnected Firm (“SNI”). Therefore, the FCA rules allow the Firm to apply proportionality in terms of the information provided in its disclosures.
As Citation meet its Own Funds requirement exclusively through the use of Common Equity Tier 1 capital (“CET1”), it is only required to make a disclosure on its remuneration policies and practices.
Remuneration Policy & Practice
Citation adheres to the MIFIDPRU Remuneration Code (FCA Handbook SYSC 19G) and is entitled to apply the remuneration proportionality rule.
Qualitative Disclosures
Citation’s Board also act as the Remuneration Committee and is responsible for the Firm’s remuneration policy. They approve and ongoing oversight with the aim of ensuring that all remuneration is consistent and fully supports decision making and performance that promotes adherence to the Firm’s overall risk appetite.
The Board believe their Remuneration Policy is proportionate and appropriate for the size and complexity of the business as it supports and encourages individual and corporate performance which delivers sounds risk management and the best outcomes for clients, counterparties and the market. It uses financial and non-financial criteria when assessing individual remuneration.
As with all organisations Citation uses financial incentives (such as changes in overall compensation and benefits like bonuses) as part of its Remuneration Code to reward employees fairly and as a tool to retain and recruit staff. It is also used to encourage and reward high standards of personal and professional conduct and support sound risk management.
The Firm utilises external consultants who provide an independent third-party review for the purpose of assisting in the maintenance of the Remuneration Policy.
i. Qualitative Disclosures
In the financial yead ending 31st December 2025: £’000 Fixed Remuneration 0 Variable Remuneration 0 Total 0
Conflicts of Interest Policy Issue Date – October 2026
Contents
3 What does our conflict of interest policy aim to achieve?. 1
4 What is a Conflict of Interest?.. 2
5 What do we do about conflicts?. 2
5.3 Personal Account Dealing. 3
5.4 Investment Research and Advice Given. 3
5.5 Receipt of services from brokers including investment research. 3
1 Introduction
Citation Capital Management Limited ("Citation") is authorised and regulated by the Financial Conduct Authority under number 198036. This policy sets out in summary how Citation identifies, seeks to eliminate and where elimination is not possible to effectively manage and disclose conflicts. This policy is a public document and supplements further internal policies and procedures.
2 Basis of the Policy
Citation believes the success of its business depends on clients’ confidence in the integrity and professionalism of its personnel. Integrity requires, among other things, being honest and candid. Deceit and subordination of principle are inconsistent with integrity.
The FCA has a series of overarching principles that set out at a high level how firms are expected to operate. Under the FCA’s Principle for Business, Principle 8 (Conflicts of Interest) Citation are required to pay due regard to the interests of each client and to manage any conflicts of interest fairly, both between itself and its clients and between a client and another client[1]. The specific rules for dealing with conflicts of interest can be found under the Senior Management Systems and Controls (SYSC) section of the FCA rules.
Under MiFID II[2] regulated firms such as Citation are required to consider all risks rather than material risks associated with conflicts of interest. MiFID II places a greater emphasis on the management of/elimination of conflicts rather than disclosure.
3 What does our conflict of interest policy aim to achieve?
Identify any potential circumstance which may give rise to conflicts of interest, and which pose a material risk of damage to clients’ interests:
(i) establish and maintain procedures that whenever possible prevent conflicts of interest arising;
(ii) if a conflict exists consider whether it is possible to eliminate the conflict;
(iii) if a conflict exists, establish appropriate mechanisms and systems to manage those conflicts;
(iv) maintain systems in an effort to prevent actual damage to clients’ interests through the identified conflicts; and
(v) where conflicts cannot be avoided to make sufficient disclosure to the client such that the client is able to make an informed decision based on the conflict.
4 What is a Conflict of Interest?
Conflicts of interest appear in situations where Citation:
(i) is likely to make a financial gain, or avoid a financial loss, at the expense of the client;
(ii) has an interest in the outcome of a service provided to the client or of a transaction carried out on behalf of the client, which is distinct from the client's interest in that outcome;
(iii) has a financial or other incentive to favour the interest of another client or group of clients over the interests of the client;
(iv) carries on the same business as the client;
(v) manages a cost on behalf of a client e.g. if we manage investments that incur commissions or other cost which are borne by the client;
(vi) if our management or staff trade in the same or similar financial instruments as our clients;
(vii) advises you to invest in a fund managed by us; or
(viii) receives (or will receive) from a person other than the client an inducement in relation to a service provided to the client, in the form of monies, goods or services, other than the standard commission or fee for that service.
5 What do we do about conflicts?
Citation has sought to identify conflicts of interest that exist in its business and has put in place measures it considers appropriate to the relevant conflict in an effort to monitor, manage and control the potential impact of those conflicts on its clients. Citation monitors and regularly evaluates the adequacy and effectiveness of its systems, internal control mechanisms and arrangements in relation to conflicts of interest and will take appropriate measures to address any deficiencies
5.1 Dealing on own account
Citation does not deal on its own account. The firm is never a counterparty to any trade with a client. Citation never has any positions in financial instruments we are trying to exit by selling them to a client nor are we ever trying to build up a position in financial instruments for our own benefit by buying shares or other instruments from a client.
5.2 Client Orders
Citation does not take orders from clients.
5.3 Personal Account Dealing
Citation operates a personal account dealing regime and the rules are signed off as understood by all relevant employees regardless of their position within the company. The policy is designed to properly avoid/manage conflicts of interest between trading by staff and trading by the firm on behalf of clients.
5.4 Investment Research and Advice Given
Citation takes reasonable care to ensure that any research recommendation produced or disseminated by it is fairly presented and that all authors remain objective and impartial in all written communications. Citation does not deal on the financial markets on its own account.
5.5 Receipt of services from brokers including investment research
Citation assesses all services that it receives from brokers, including investment research against the FCA’s inducement rules. [Citation operates a research payment account (“RPA”) that is fully disclosed in the offering memorandum.]
5.6 Gifts and Entertainment
Citation has strict rules regarding the receipt of gifts and entertainment. Employees are not allowed to accept gifts, entertainment or any other inducement from any person which might lead them to benefit one client at the expense of others when conducting investment business. In order to achieve this, we have a policy whereby all gifts and entertainment above pre-set limits have to be approved by the compliance officer. The compliance officer will only sanction occasional items above the pre-set limits if he is satisfied that the acceptance of the gift or entertainment does not generate a conflict.
5.7 Regulatory Walls
Where appropriate Citation will manage conflicts of interest by the establishment and maintenance of internal arrangements restricting the movement of information within the Firm. This requires information held by a person in the course of carrying on one part of our business to be withheld from (or not to be used by) persons with or for whom we act in the course of carrying on another part of our business. Such an arrangement is referred to as a Regulatory Wall (formerly “Chinese Wall”) and can include hierarchical separation and physical barriers between the activities likely to involve conflicts of interest, thereby aiming to prevent any undue transmission of information.
5.8 Remuneration Policy
We have a remuneration policy that is designed to reward staff for their performance. We regard the fair treatment of clients as critical to our success and when deciding how to reward staff. The compliance of staff with our compliance processes and their commitment to the fair treatment of client are a key part of the remuneration decision.
5.9 Disclosure
As a last resort, where there is no other means of managing the conflict, or where the measures in place do not, in Citation’ opinion, sufficiently protect the interests of the client, the conflict of interest will be disclosed to the client to enable an informed decision to be made by the client as to whether they wish to continue doing business with Citation in that particular situation.
5.10 Declining to Act
Where Citation considers it is not able to manage the conflict of interest in any other way, it may decline to act for the client.
1] The specific rules for dealing with conflicts of interest can be found under the Senior Management Systems and Controls (SYSC) section of the FCA rules.
[2] Directive EU2014/65EU
UK Stewardship Code.
Citation Capital Management Limited (“Citation”) is authorised and regulated by the Financial Conduct Authority. As set out in the FCA Handbook, under 2.2.3R requires, Citation is required to make a public disclosure in relation to the nature of our commitment to the UK Stewardship Code 2026 (“Code”), which was published by the Financial Reporting Council (“FRC”) on 3 June 2025. The FRC is the UK’s independent regulator responsible for promoting high quality corporate governance and reporting to encourage investment in UK listed companies.
The Code is a voluntary framework that promotes the responsible allocation, management and oversight of capital to create long term sustainable value for clients and beneficiaries. It aims to enhance the quality of engagement between investors and the entities in which they invest. The Code encourages investors to consider long-term risks and opportunities, including impacts on the economy, environment, and society on which beneficiaries’ interests depend. It is applied on an “apply and explain” basis and it outlines how asset owners and asset managers can protect and enhance the value of the investments entrusted to them.
The FRC defines ‘stewardship’ as “the responsible allocation management, and oversight of capital to create long-term sustainable value for clients and beneficiaries.”
The Code comprises six Principles that can be summarised as follows:
Signatories integrate stewardship and investment to deliver long-term sustainable value for their clients and beneficiaries;
Signatories identify and respond to market-wide and systemic risks to promote well-functioning financial markets;
Signatories engage to maintain or enhance the value of assets;
Signatories actively exercise their rights and responsibilities;
Signatories integrate stewardship considerations into their selection and oversight of external managers; and
Signatories monitor and hold to account stewardship service providers.
Whilst supporting the objectives underlying the Code and adhering to the highest standards of corporate governance and due diligence, the Citation having considered the 2026 Code, believes that the Principles are not applicable to its investment activities at this time. Should that change in the future, the Citation will review its commitment to the Code and update this disclosure accordingly. This disclosure will be reviewed at least annually.
Best Execution Policy
Issue Date: October 2026
Last Review Date: October 2026
Contents
1 What is best execution/what are the execution factors?. 1
2 What are our obligations?. 2
3 Execution Venues (Competing Markets) 2
4 Execution outside of trading venues. 2
10 Allocation of aggregated orders. 4
13 Amendments to this policy. 4
Purpose of this document
This document is designed to inform clients of Citation Capital Management Limited about our policies when seeking to achieve the best possible result (“best execution”) when we execute trades in financial instruments (including spot foreign exchange which technically is not a financial instrument) on your behalf.
Words in italics are defined in the glossary at the back of this document.
1 What is best execution/what are the execution factors?
The overarching objective is that we take all sufficient steps to obtain the best possible result for our clients. In order to achieve this we take into account a number of execution factors. The factors we take into account are:
a) any restrictions that may exist on your account as to where your trades can be executed;
b) total consideration to the client of the transaction after all fees and commissions have been taken into account:
i. size of the transaction;
ii. speed of execution and settlement;
iii. likelihood of execution;
iv. likelihood of settlement; and
v. any other factor we consider is relevant to the transaction.
In determining the applicability of the factors, we consider:
i. market information;
ii. the details we hold about you, our client; and
iii. the nature of the transaction including the specific financial instrument and the markets that the specific financial instruments are traded in.
The application of these factors is a matter of judgement. Other firms may exercise their judgement differently and reach a different conclusion as to how to achieve the overarching objective. In most cases the factors other than total consideration to the client will not be applicable and thus total consideration will be the determining factor. The remaining factors are not listed in any order of priority. The factors may be interlinked such that for example, in fast moving markets, particularly for large orders, the way we would seek to achieve best total cost/revenue may involve giving the order to a broker who we believe can execute the entire order in a timely manner even if part of the order could be filled at a more advantageous price from another broker.
2 What are our obligations?
Under the UK enactment of the second Markets in Financial Instruments Directive (“MiFID II”), we, as a firm that is subject to MiFID II, must, when executing orders, take all sufficient steps to obtain the best possible result for our clients. How we assess the “best possible result” is set out under “What is best execution?” above.
3 Execution Venues (Competing Markets)
For some financial instruments there are a range of execution venues where the trade could be executed. We regularly assess the execution venues available and may add or delete venues in accordance with the overall objective. We will issue instructions to executing brokers where we deem such instructions to be appropriate, however, usually we will leave the decision as to the most appropriate venue to the executing broker. Unless you instruct us otherwise, whilst adhering to this policy, we shall have complete discretion as to the choice of venues including trading outside a trading venue if we believe that trading in that way is likely to achieve the overall objective.
A list of the execution venues we may use will be available in hard copy on request. Some financial instruments may only be traded on one venue, (notably if we purchase units/shares of a collective investment scheme (CIS), the venue will be the fund manager/CIS operator Itself).
4 Execution outside of trading venues
Unless you instruct us otherwise, where we consider it to be in your best interest, we will allow the brokers to whom we pass execution instructions to trade outside of regulated markets, multi-lateral trading facilities and organised trading facilities (each a trading venue). The broker will still be bound by their own best execution policies which we will review.
5 Investment into funds
When we invest into funds or other collective investment vehicles the price that we are able to execute at is usually determined by the fund manager based on published prices and we will execute at those prices.
6 Commencement Date
This policy will apply from October 2026.
7 How do we execute
We seek to ensure we have deep relationships with high quality counterparties with the aim of maximising execution quality in terms of total consideration.
We are not a member of any exchange. For financial instruments that are traded on an exchange e.g. shares in companies, we pass the order relating to your account to a broker for execution. In the case of a broker in the European Economic Area or Switzerland that broker will have their own best execution policy and will be under the same requirement as we are under MiFID II to seek to achieve best execution for our clients. In the case of brokers outside the EEA and Switzerland those brokers may or may not be subject to local best execution rules. In all cases the selection of a broker is based upon the execution factors.
For quote driven markets e.g. most bonds, foreign exchange and OTC derivatives and for overseas markets, the firm that we pass your order to may not be under a best execution obligation as historically in those markets firms operate as principal (that is taking the position onto their own book) rather than as agent. Our selection of broker in this case will reflect the fact that the broker is not under his own best execution obligation and thus the level of monitoring that we will apply is more extensive than in cases where the broker is under such an obligation.
In all cases we will act in your best interests when passing orders to other entities for execution.
8 Order Execution Timing
Usually orders will be executed in a prompt, fair and expeditious manner. If an order is of large size or we wish to try to achieve an average price over a time period, the order may be split into sub-orders before being passed for execution.
Unless we have combined an order in accordance with paragraph 9 below client orders will be carried out sequentially unless the characteristics of the order or prevailing market conditions require otherwise.
9 Order Aggregation
We may combine (or ‘aggregate’) an order for our clients with orders of other clients. [firm’s short name] would only aggregate a client order if it was unlikely to work to the overall disadvantage of the client. However, the effect of aggregation may on some occasions work to the client’s disadvantage and may on occasions result in our clients obtaining a worse price than if their order was executed separately.
10 Allocation of aggregated orders
Any orders that are aggregated will be allocated according to a pre-defined allocation policy that is designed to achieve a fair result for all clients. Where permitted by the rule of the relevant trading venue all clients will be allocated the same price, where such pricing is not permitted the allocation policy will be used to allocated orders and we will monitor the effectiveness of that allocation policy.
11 Monitoring
We will monitor both our compliance with our Best Execution Policy, and the quality of execution of third parties to whom we have passed orders on the following frequency:
· Real time – on a sample basis – account executive level but subject to compliance review;
· Monthly compliance review; and
· Quarterly board level review.
12 Further Information
If you would like any further information about our best execution policy, please contact your usual account executive.
13 Amendments to this policy
We may amend our Best Execution Policy from time to time. A formal review will take place at least annually, but this may not result in any changes to the policy. When we make a material change to the Policy, we will notify you of the changes before such changes come into force.
Glossary
MiFID II
MiFID II comprises Markets in Financial Instruments (MiFID II) - Directive 2014/65/EU and Markets in Financial Instruments (MiFIR) - Regulation (EU) No 600/2014 together with the relevant regulatory technical standards (RTS) all as incorporated into UK law following Brexit.
Multilateral Trading Facility (MTF)
A multilateral system, operated by an investment firm or a market operator, which brings together multiple third-party buying and selling interests in financial instruments - in the system and in accordance with non-discretionary rules - in a way that results in a contract.
Organised Trading Facility (OTF)
An OTF is a multilateral system which is not a regulated market or an MTF and in which multiple third-party buying and selling interests in bonds, structured finance products, emission allowances or derivatives are able to interact in the system in a way that results in a contract in accordance with Title II of the Directive.
Regulated Market (RM)
A multilateral system operated and/or managed by a market operator, which brings together or facilitates the bringing together of multiple third-party buying and selling interests in financial instruments - in the system and in accordance with its non-discretionary rules - in a way that results in a contract, in respect of the financial instruments admitted to trading under its rules and/or systems, and which is authorised and functions regularly and in accordance with Title III of MiFID.
Trading Venue (TV)
EU trading venue = Regulated Market, Multilateral Trading Facility or Organised Trading Facility.
Recognised non-EU trading venue = Non-EU trading venues that are recognised by ESMA as third-country venues for the purpose of transparency under MiFID II / MiFIR.