Fiske PLC

Limits on what they may do

• Without prior consent from the Authority, the Firm must not onboard new clients other than those who are Connected Clients, Discretionary Fund Management Clients or In-Process Clients. The Firm must not dispose of or diminish the value of its own assets.

  Restriction on Onboarding New Clients 1. The Firm must not, without the Authority's prior written consent, onboard New Clients with effect from the Effective Date other than New Clients who are Connected Clients, Discretionary Fund Management Clients or In-Process Clients. For the avoidance of doubt, the Firm does not require the Authority’s prior written consent to: (a) continue servicing Existing Clients, or (b) onboard Connected Clients, Discretionary Fund Management Clients or In-Process Clients. 2. The Firm may accept new monies from Existing Clients, Connected Clients, Discretionary Fund Management Clients and In-Process Clients, without needing to obtain the Authority’s prior written consent. Asset Restriction 3. Subject to paragraph 5 below, the Firm will not, without the prior written consent of the Authority, in any way dispose of, withdraw, transfer, deal with or diminish the value of its own assets, whether in the UK or elsewhere. 4. The Firm shall not, without the Authority’s prior written consent, make payments to the directors or other senior management within Fiske Plc, other than salary, reasonable expenses and other contractually agreed sums (not including loans, share buybacks or other such payments) agreed prior to the Effective Date. 5. The asset restriction at paragraph 3 above does not apply to monetary payments or the disposal of assets made by the Firm in the ordinary course of business, amounting to no more than £50,000 as a single transaction. For the avoidance of doubt, it would be restricted for the Firm to break payments into smaller transactions with the intention of avoiding the restriction in this paragraph on payments of more than £50,000. Any payments of more than £50,000 require written approval from the Authority prior to the payment being made and the Authority agrees to consider any such approval request promptly. 6. The Authority considers that the following would be in the ordinary course of business for the purposes of paragraph 5 above. a. payments of funds to the Firm’s suppliers or other third parties in satisfaction of the Firm’s contractual and/or legal obligations (including but not limited to payments of or on account of professional fees or expenses, including but not limited to legal, compliance and/or other professional fees or expenses of any professionals or consultants appointed by the Firm); and b. usual and proper salary payments made by the Firm. 7. For the purposes of paragraph 5, the Authority considers that the following payments would not be regarded as payments made in the ordinary course of business. a. payments of unusual or significant amounts to the Firm’s controllers, directors, officers, employees or any connected persons (which shall include any management or performance fees); b. the making of any gift or loan by any Firm to any party; and c. payments made as part of any financial reorganisation of its business (whether share or asset based).