Corporate governance statement

Manolete is the UK’s leading insolvency litigation financing company with a business model which leads to swift resolution of cases, generally settled before trial, minimising costs and optimising returns. Our strategy and business model are described on pages 4 to 9 of the 2025 Annual Report and Accounts.

Through regular management reporting, the Board closely monitors delivery of the business model and strategy with a particular focus on ensuring that management’s disciplined approach to case selection and management, both of which are key to ensuring our investments deliver good returns for both the company and insolvency estate creditors, is consistently maintained.

Manolete’s business is founded on principles of fairness and high standards of conduct which support the critical relationships we have developed with Insolvency Practitioners and others for the long-term benefit of the business. By promoting a business model which values and encourages the establishment and maintenance of strong relationships with partners based on our culture of fair dealing, the Board makes clear the behavioural standards required by everyone within the business.

Manolete requires its Directors and colleagues to operate at all times in an honest, professional and ethical manner. This is essential for our reputation as well as building trust and respect with our key stakeholders including customers, business associates, employees, communities and shareholders.

The Company publishes its Environmental, Social and Governance (ESG) Policy which includes details of the standards of conduct we expect to be applied across the Company and in our business dealings. The Company expects all business associates to follow the principles set out in the policy. The Board has also adopted a number of other policies covering anti-bribery and corruption and whistleblowing, for example, which ensure the Manolete team understands the ethical expectations placed upon them and can alert the board to any concerns about wrongdoing that they may have.

Our regular meetings with institutional investors provide important opportunities for dialogue with our shareholders and feedback from those conversations is shared with the Board, along with pertinent comments from online investor forums, to ensure all Directors are properly informed of shareholder views. Our Annual General Meeting is also an occasion when shareholders can interact directly with Directors and we look forward to welcoming shareholders to our AGM on 16 September 2025.

At both the interim and year end results and with periodic trading updates, the executive Directors offer a transparent and balanced view to shareholders of the Company’s performance and outlook.

The Chief Executive Officer, Mena Halton, is primarily responsible for shareholder liaison but the Chairman and other Non-Executive Directors may also be contacted by investors where appropriate.

Contact details are provided on our investor website.

Manolete performs an important role by providing an alternative option for Insolvency Practitioners to pursue claims on behalf, and for the benefit, of creditors. We nurture positive relationships with insolvency industry partners as these will, over the long-term, deliver benefits for the business.

Our Board sets the tone from the top by establishing Manolete’s corporate values which require all colleagues to demonstrate the highest standards of conduct and to operate with fairness, and which are reflected in clear policies. These behaviours also apply to how we treat our employees and suppliers, all of whom are important resources for the business and its long-term success. The Non-Executive Directors periodically attend events with the wider Manolete team which enable them to interact directly with colleagues. These more informal conversations are informative in allowing the Board to assess employee morale, and to build the relationships that enable open conversations with members of the team.

Through our dealings with Insolvency Practitioners and advisers, we are able to understand the extent to which our business model is favoured by many of them over more traditional options available to them to recover funds. Our approach to minimising our impact on the environment is described in our ESG report on page 36.

The principal risks facing the Company are shown on pages 24 to 25 of the 2025 Annual Report and Accounts.

The Board actively monitors risks, including how account is taken of risk in case selection and management and the procedures which underpin these vital elements of the business. With an increasingly diverse and well-resourced in-house team, including a regional network of lawyers, reliance on key individuals is reduced. The Board receives reports on key cases as well as broader case management KPIs and regularly challenges the rationale for considering case valuations to be reasonable. Management’s rigorous review processes provide assurance that case judgements are well thought out, evidence-based and not unduly influenced by a single voice.

The Board also reviews and monitors other risks and seeks assurance from the Audit Committee that risks are adequately mitigated. Further detail is available in the Audit Committee’s report on pages 37 to 38.

The Board, led by the Chair and supported by an experienced Company Secretary, brings together Directors who have a wide range of skills, experience and expertise. They work effectively as a team to govern the Company. Meetings are well-structured, with appropriate and timely information provided to enable adequate preparation. Discussions are conducted in an open and transparent manner and all Directors feel free to express their views and challenge management, both in formal meetings and on other occasions.

The Board is conscious of the need for appropriate succession planning and keeps such matters under review.

The time commitment required of Directors, the number of meetings held, and meeting attendance are described on page 35. Directors’ biographical details are provided on pages 28 to 29.

Our corporate governance practices are aligned with the QCA Code and are considered by the Board to be appropriate to the business, its size, challenges and resources. They are kept under review and continue to evolve.

The roles of the Chair, who is responsible for leading the Board and governance arrangements, and the Chief Executive Officer, who is responsible for implementing strategy and managing the business on a day-to-day basis, are distinct and well understood.

The three independent Non-Executive Directors each have a range of skills and experience which, collectively with the Executive Directors, enable strong oversight and leadership of the business. On pages 28 to 29 of the 2025 Annual Report and Accounts the attributes of each Director are outlined more fully.

Since appointment, each Non-Executive Director has taken steps to develop their understanding of the business and its processes. This has included detailed questioning at Board and committee meetings, time spent with individual members of staff and wider colleague events, as well as attendance at investment committee meetings. They receive regulatory updates at each Board meeting and briefings on changes to accounting requirements, as well as participating in annual AIM Rules trainings with the Nominated Adviser (‘NOMAD’).

The Board and its Committees are supported by an experienced independent Company Secretary, Bernadette Young, FCG of Indigo: Independent Governance, who provides advice and guidance on corporate governance best practice, board processes and regulatory compliance.

These and other development activities will continue.

The Board has Remuneration and Audit Committees, each of which has written terms of reference which are available on the Company’s website. The committees are comprised of the Non-Executive Directors. The Board is satisfied that the committees discharge their responsibilities appropriately. Neither committee needed to obtain legal advice on any significant matter during the period.

All Directors are able to take independent professional advice in the furtherance of their duties, if necessary, at the Company’s expense.

During 2025 the Board undertook an internal evaluation exercise, conducted by the Company’s independent Company Secretary, Indigo: Independent Governance, which comprised a questionnaire examining a comprehensive suite of elements which contribute to board effectiveness.

Each Director contributed their views, with the results compiled into a formal report which was then discussed by the Board at the March 2025 meeting. Overall, it was concluded that the Board and its Committees were working effectively, and that Board composition was appropriate to the skills, knowledge and experience needed to robustly govern the business. However, the Board embraces a culture of continuous improvement and, as part of the review, identified director induction and training, and stakeholder engagement as two areas where some enhancements to current practice could be considered.

The purpose and aim of the Company’s remuneration policy is to ensure senior executives are appropriately rewarded for the contributions they make to the business, while aligning their interests with delivery of the Company’s strategic objectives and performance targets in a way which does not expose the business to unacceptable risk. This policy applies to the reward of both existing directors and any directors who may be recruited in the future.

As well as basic salary, Executive Directors benefit from pension contributions, an annual performance-related bonus, private health insurance and long-term performance share awards. Executive Directors are invited to participate in a share-based incentive plan.

To enable the whole team to share in the success of the business and to align their interests with those of shareholders, the Company, at the discretion of the Remuneration Committee, invites all eligible colleagues to participate in the Company’s share option plan (‘CSOP’).

The Board maintains regular communication with shareholders through information released to the market, its investor meetings and AGM. The Company website has an investor section giving shareholders and others direct access to business information and Company reports. Contact details are also published on the website for the Company Secretary and Investor Relations.

The business also fosters other key relationships, in particular with the insolvency practice community. It regularly supports industry events such as conferences and issues a regular bulletin, in order to inform Insolvency Practitioners and other industry professionals about Manolete as a potential provider of support in pursuing claims on behalf of creditors and to improve understanding of the model which Manolete operates.

The team has a positive relationship with the Insolvency Service and works constructively with the Official Receiver. HMRC is a major creditor in many cases and Manolete’s work achieves recovery of funds that benefit the public purse.

Colleagues are a critical group of stakeholders for the business. Only with their skill, knowledge and dedication, can Manolete deliver positive returns for shareholders. As a regionally spread team, opportunities are regularly created for colleagues to come together, to share experience and expertise and to interact socially. These, and the Company’s policy of transparent communication, are essential to the culture of collaboration which the business fosters.