UK Tax Strategy

Introduction

Vitruvian Partners LLP (“Vitruvian”) is a leading global alternative investment manager with operations spanning multiple geographical locations. The tax strategy for Vitruvian’s UK group entities (“Vitruvian UK”) set out below has been prepared pursuant to and in accordance with Paragraph 16(2) and 25(1) of Schedule 19 of the Finance Act 2016. The UK tax strategy is reviewed annually and updated if and when necessary.

Governance

The members of Vitruvian Partners LLP are responsible for the governance and policy of the group in relation to UK taxation and fully endorse this UK tax strategy.

A relevant sub-group of the members alongside other senior management form a governance committee (herein referred as “Operating Committee”) which on behalf of the members manages the responsibility for the immediate review of all material tax matters of the group. This UK tax strategy has been approved by the Operating Committee.

UK tax matters are managed day to day by the in-house Tax Director (the “Tax Director”) supported by a qualified team of in-house tax and finance professionals. The Tax Director is responsible for the implementation of the UK tax strategy and for putting in place appropriate policies, procedures and controls in respect of managing the group’s tax affairs and related risks. The Tax Director regularly reports on tax matters and will escalate key tax risk or issues arising in the business to the Chief Financial Officer who provides both support and guidance as required.

Where there is significant uncertainty, relevant legislative changes or complexity in relation to tax matters, these are escalated to the Operating Committee.

The tax and finance team also maintains a close working relationship with Vitruvian’s in-house legal, regulatory and compliance teams, to ensure that tax decisions are aligned with Vitruvian’s broader business and compliance requirements.

Approach to UK tax risk management and tax planning

When conducting its business activities, Vitruvian UK is fully committed to complying with all statutory and legal obligations.

Vitruvian UK’s approach to tax risk is aligned with the commercial interest of the business and it seeks to monitor and manage tax risks to ensure it remains compliant with the letter and the spirit of the tax laws and international regulations (e.g. OECD guidelines) applicable to the jurisdictions in which it operates. Vitruvian UK also maintains a number of expert external advisors to provide tax advice and assistance with ongoing tax compliance and strategy matters.

Due to the size and nature of the Vitruvian business, tax risks can develop where there are changes in the international tax regimes, uncertain approaches taken by local tax authorities and the issuance of both legally binding and non-binding guidance. This can give rise to complexity and uncertainty on tax technical treatment, correct disclosures, or reporting. The Tax Director and in-house tax and finance team evaluates any uncertainty, with the support of experienced external advisors, in respect of both the tax technical position and its interpretation by the local tax authorities.

Vitruvian UK designs and implements procedures and controls to strive to ensure that tax-related decisions and operations can be delivered timely and in compliance with international tax regulation, including UK tax legislation. Vitruvian UK monitors ongoing changes in international tax regimes through regular updates with external advisors and by monitoring technical publications.

Vitruvian does not tolerate tax evasion, nor the criminal facilitation of tax evasion, by any persons within its business or acting on its behalf in relation to both UK and non-UK taxes. Vitruvian also has appropriate policies and procedures in place intended to prevent any such evasion or facilitation. In addition, Vitruvian expects the companies in which it takes majority investment positions to be aware of and generally aligned with the principles under which it operates. It is important to note that the portfolio companies in which Vitruvian invests are not part of the Vitruvian group. The responsibility for compliance obligations for these companies remains with their representatives, in accordance with local law.

Relationship with HM Revenue & Customs

Vitruvian UK seeks to maintain an open, transparent, and collaborative relationship with HM Revenue & Customs (“HMRC”). Vitruvian UK’s engagements with HMRC are conducted in a timely and clear manner to resolve any enquiries. Additionally, Vitruvian UK seeks to engage in constructive dialogue with HMRC on tax matters to ensure HMRC develops a deeper understanding of Vitruvian’s business.

Vitruvian UK is committed to providing full and accurate disclosure of all relevant facts in its UK tax returns and to file within statutory deadlines. If Vitruvian UK were to become aware of an insufficiency in its UK tax filings, it would inform HMRC as soon as reasonably practical.