Volta Finance Limited - Management Fee and Performance Fee Changes

Volta Finance Limited (VTA / VTAS)

Management Fee and Performance Fee changes

NOT FOR RELEASE, DISTRIBUTION, OR PUBLICATION, IN WHOLE OR PART, IN OR INTO THE UNITED STATES

*****

Guernsey, 28 February 2024

The Board of Directors today announces that Volta Finance Limited (the “Company” or “Volta”) has agreed an alteration of the fee structure with its Investment Manager, AXA Investment Managers Paris (“AXA IMP” or the “Investment Manager”) under an amended and restated investment management agreement (“IMA”) dated on or around 28 February 2024 with effect from 31 March 2024.

The Board is delighted to have reached agreement with AXA IMP on lowering the threshold of the tiered management fee and enhancing the annual performance fee structure. The management fee amendment will bring an immediate benefit to shareholders and will see a notable reduction should the Company grow. The revised performance fee arrangement will continue to provide an alignment of shareholders’ interests along with AXA IMP’s interests enhanced with an improved High Water Mark. The Board believes the changes are in the interests of all shareholders and should allow the Company to appeal to new investors.

Under the revised fee basis, AXA IMP will be entitled to receive the following fees with effect from 31 March 2024 (based on an observation period of the performance running from 1 March 2024 to 31 March 2024):

MANAGEMENT FEE

AXA IMP will be entitled to receive from the Company a management fee (the “Management Fee”) equal to the aggregate of:

(i) an amount equal to 1.5 per cent per annum of the lower of the Net Asset Value and EUR 236m (as opposed to the previous threshold which was EUR 300m); and

(ii) if the Net Asset Value is greater than EUR 236m, an amount equal to 1.0 per cent per annum of the amount by which the Net Asset Value exceeds EUR 236m.

The Management Fee will continue to be calculated for each six-month period ending on July 31 and January 31 of each year on the basis of the Company's Net Asset Value as of the end of the preceding period and payable semi-annually in arrears.

The Management Fee payable to AXA IMP will continue to be subject to reduction for investments in AXA IM Managed Products as set out in the Company’s existing Investment Guidelines.

PERFORMANCE FEE

AXA IMP will be entitled to receive a performance fee of 20 per cent of any Net Asset Value outperformance over an 8 per cent hurdle on an annualised basis, subject to a high water mark (the “HWM”, which will be equal to the latest audited Net Asset Value per share multiplied by (1+8%)) and adjustments for dividends paid, share issuances, redemptions and buybacks. The performance fee will be calculated and paid annually in respect of each 12 month period ending on 31 July (each an “Incentive Period”).