MiFIDPRU Annual Disclaimer

Overview and summary

During the reporting period, VFX Financial PLC (“VFX”) is authorised and regulated by the Financial Conduct Authority (“FCA”) to provide investment services (Registration Number: 592260) and is authorised by the FCA under the Electronic Money Regulations 2011 for the issuing of electronic money (Registration Number: 900530). VFX is registered with FINTRAC, the Canadian regulator, for the provision of Foreign Exchange and Payment Services to Canadian clients.

As a result of these additional regulatory permissions, the Firm was subject to the rules and requirements of the FCA’s Prudential Sourcebook for MiFID Investments Firms (“MIFIDPRU”) handbook.

For the purposes of MIFIDPRU, the Firm has been classified as a Non-Small and Non-Interconnected investment firm (“Non-SNI”).

The Firm has produced this Public Disclosure Document in line with the rules and requirements of MIFIDPRU 8, as applicable to Non-SNI firms.

This Public Disclosure Document has been prepared based on the audited financials as at December 2024, covering the financial period 1st January to 31st of December 2024.

Remuneration arrangements

VFX Financial PLC (“the Firm” or “VFX“) has adopted a remuneration policy and procedures that comply with the requirements of chapter 19G of the FCA's Senior Management Arrangements, Systems and Controls Sourcebook (“SYSC”).

In accordance with MIFIDPRU, the VFX makes the following qualitative remuneration disclosures:

• The VFX remuneration policies and practices are reviewed annually to ensure they are appropriate and proportionate to the nature, scale and complexity of the risks inherent in the business model and the activities of the partnership.
• The Board of Directors are directly responsible for developing, maintaining and implementing sound remuneration policies and practices.
• The Firm ensures that its remuneration structure promotes effective risk management and balances the fixed and variable remuneration components for all staff.
• Variable remuneration is adjusted in line with capital and liquidity requirements as well as the firm’s performance.

VFX Financial PLC Remuneration Policy sets out the criteria for setting fixed and variable remuneration. All remuneration paid to partners and staff members is clearly categories as either fixed or variable remuneration.

The Firm ensures that fixed and variable components of the total remuneration are appropriately balanced; and the fixed component represents a sufficiently high proportion of the total remuneration to enable the operation of a fully flexible policy on variable remuneration. The Firm monitors fixed to variable compensation to ensure SYSC 19G is adhered to with respect to Total Remuneration.

All MIFIDPRU investment firms are required to publicly disclose certain quantitative information in relation to the levels of remuneration awarded.

As an Non- SNI firm and in accordance with MIFIDPRU 8.6.8, VFX is required to disclose:

1. a total number of material risk takers identified by the firm under SYSC 19G.5;

2. disclose the following information, split into categories for senior management, other material risk takers, and other staff:
   1. the total amount of remuneration awarded;
   2. the fixed remuneration awarded; and
   3. the variable remuneration awarded.

3. disclose the following information, split into categories for senior management and other material risk takers:
   1. the total amount of guaranteed variable remuneration awards made during the financial year and the number of material risk takers receiving those awards;
   2. the total amount of the severance payments awarded during the financial year and the number of material risk takers receiving those payments; and
   3. the amount of the highest severance payment awarded to an individual material risk taker.

4. disclose the following information, split into categories for senior management, and other material risk takers:
   1. the amount and form of awarded variable remuneration, split into cash, shares, share-linked instruments and other forms of remuneration, with each form of remuneration also split into deferred and non-deferred;
   2. the amounts of deferred remuneration awarded for previous performance periods, split into the amount due to vest in the financial year in which the disclosure is made, and the amount due to vest in subsequent years;
   3. the amount of deferred remuneration due to vest in the financial year in respect of which the disclosure is made, split into that which is or will be paid out, and any amounts that were due to vest but have been withheld as a result of performance adjustment;
   4. information on whether the firm uses the exemption for individual material risk takers set out in SYSC 19G.5.9R, together with details of:
      1. the provisions in SYSC 19G.5.9R(2) in respect of which the firm relies on the exemption;
      2. the total number of material risk takers who benefit from an exemption from each provision referred to in (i); and
      3. the total remuneration of those material risk takers who benefit from an exemption, split into fixed and variable remuneration.

For the purposes of 2, 3 a and 3 b and 4, a non-SNI MIFIDPRU investment firm must aggregate the information to be disclosed for senior management and other material risk takers, where splitting the information between those two categories would lead to the disclosure of information about one or two people.

Where aggregation in accordance with the above would still lead to the disclosure of information about one or two people, a non-SNI MIFIDPRU investment firm is not required to comply with the obligation in 2, 3a and 3 b.

A non-SNI MIFIDPRU investment firm that relies on MIFIDPRU must include a statement in the main body of its remuneration disclosure that:

(1) explains the obligations in relation to which it has relied on the exemption; and

(2) confirms that the exemption is relied on to prevent individual identification of a material risk taker.