2021 Annual Report

Shaping

our connected

future

Allfunds is one of the world’s leading

WealthTech companies with a service offering

which includes data & analytics, portfolio &

reporting tools, research and regulatory

services. Created in 2000, today Allfunds offers

the largest fund distribution network globally

and access to the world’s largest universe of

mutual fund and ETFs.

Strategic Report

Introduction 1

Allfunds at a glance 2

Our history 4

Understanding Allfunds 6

Our investment case 12

Chief Executive’s review 14

Our strategy 20

Key performance indicators 22

Our business model 26

Market review 30

Our ESG approach 34

Stakeholder engagement 42

Risk review 48

Corporate Governance

Governance Framework 53

The Board of Directors 54

The Executive Committee 66

Risk and Audit Committee Report 68

Remuneration and Appointments

Committee Report 72

Compliance with the Dutch Code 76

Corporate Governance Statement 77

Other statutory information 78

Non-Executive Directors’ Report 81

Directors’ Remuneration Report 83

Proposed Directors’ Remuneration Policy 93

Financial Statements

Preparation of financial statements and

directors’ responsibilities 103

Independent auditor’s report

to the members of allfunds group plc 104

Financial statements 112

Additional Information

Additional Performance Measures 161

Glossary 162

Shareholder information 163

Important legal information 166

Independent auditor’s reasonable assurance

report on the compliance of Allfunds Group

Plc’s European Single Electronic Format (ESEF)

prepared Annual Financial Report with the

European Single Electronic Format Regulatory

Technical Standard (‘ESEF RTS’) 167

This symbol indicates more information

is available within other sections of this report

This symbol indicates more information is

available on our website at www.allfunds.com

Visit allfunds.com for

more information

Shaping our

connected future

Allfunds is one of the world’s leading B2B

WealthTech companies. We connect Fund

Houses and Distributors, enabling the efficient

matching of supply and demand for asset

management products.

Our open architecture platform provides a digital

marketplace that unlocks new knowledge and

creates true value. In today’s increasingly

connected world, we create advantage, accelerate

growth and power progress.

Our scale, experience and digital mindset combine

to connect opportunity to new wealth. We have

been providing this added-value service to clients

for more than two decades. As we enter the next

phase of growth, our reach, platform and people

intersect to shape a connected future.

“

By growing in scale,

introducing efficiencies

and always innovating,

we are transforming the

wealth management

industry worldwide.

Our ambition is to continue

providing world-class

services and products

to our clients, while also

delivering progress

to society.

”

Juan Alcaraz

CEO – Executive Director

1 www.allfunds.com Annual Report 2021

STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

Allfunds operates an open architecture platform which provides a

marketplace connecting financial institutions wanting to buy and/or

distribute funds – either for their own account, for products they

manage (including funds of funds or pension funds) or on behalf of

their clients – (all these entities referred to together as Distributors)

with asset managers that launch, manage or distribute such funds

(referred to as Fund Houses).

Allfunds has built and continues to evolve this ecosystem (‘Allfunds

Platform’) that covers the entire fund distribution value chain and

investment cycle making it one of the most compelling fully

integrated one-stop shop in the industry.

The Allfunds Platform provides distribution,

dealing, custody and administration services,

enabling automated access to a wide range of

funds. It maximises transactional efficiency,

minimises the risk of operational errors and

reduces costs.

In addition, it provides Fund Houses and

Distributors with access to data, analytic tools and

other digital wealth solutions, which can increase

their sales efficiency and expand their wealth

advisory capabilities.

Underpinning the value proposition of the Allfunds

Platform is Allfunds Connect, a subscription-based

SaaS-enabled offering of data-centric services to

Distributors and Fund Houses.

Allfunds is one of the

largest B2B WealthTech

platforms globally

Allfunds at a glance

This integrated, one-stop shop ecosystem provides

a competitive advantage over other market

participants, who typically provide only a sub-set

of services available on the Allfunds Platform.

We have built proprietary technology designed to

provide seamless integration of our solutions into

the Allfunds Platform to offer the best possible

client experience.

The Allfunds Platform allows the monetisation of

our long-standing relationships with Distributors

and Fund Houses.

We hold leading market share positions in Europe,

the Middle East, Latin America and Singapore.

2 Annual Report 2021 www.allfunds.com

Our purpose is to transform the

WealthTech industry

Allfunds has achieved this through a deep commitment to quality

and outstanding human capital that strives to provide only the best

service for our clients and create value for all our stakeholders.

For our clients. We want to

thrive as the fund industry’s

first and most trusted partner

in the WealthTech space. We

will continue to enrich our

service offering by developing

leading digital tools within a

seamless, secure user

experience throughout the

Allfunds ecosystem.

Read more about our

clients on page 10

For our shareholders. We are

committed to quality growth

and delivery of sustainable

returns always by means of

responsible business practice.

We want to have an active role

in fostering an ethical,

accountable and competitive

environment for the financial

services industry.

Read more about our

shareholders on pages 44 and 163

For our employees. We

believe that people’s talent is

key in delivering our

world-class service. We

encourage our workforce to

grow at a professional and

personal level stretching their

capabilities to achieve the

right career progression

based on meritocracy.

Allfunds employees live our

core values, are high

performers engaged in

teamwork, gain the advantage

of a stimulating culture, and

attain superior goals.

Read more about our

employees on page 36

We stand for supporting

Environmental, Social, and

Governance principles which

we apply to our day-to-day

operations and business

development. In order to

effectively progress and

champion these policies, we

seek to integrate the

maximum external standards

level applicable to our

business and take into account

our stakeholders demands.

Read more about our

ESG on pages 34 to 41

ALL for

Excellence

All of our experience and

expertise together with the

passion we put into everything

we do, are brought to our

clients, employees and

partners which can count on

us for the best services,

technology and professionals

at their reach.

ALL for

Accountability

We seek to achieve a balance

between the interests of our

clients, our employees and our

shareholders, while always

looking to make a difference

through our transparent and

responsible attitude towards

people and society.

ALL for

Empowerment

We work to continuously

enhance our tools and services

and make them accessible to

our clients. So they have the

freedom to make decisions

and choose what they want to

do, whenever and however

they need.

ALL for

Inspiration

People are our driving force,

and helping them reach their

goals is our biggest motivator.

That is why we aim to adapt

to their needs and wants,

to accompany them on their

journey, and inspire them

to achieve their dreams.

Our values

We have a clear set of values that we expect all our employees to work and live by

3 www.allfunds.com Annual Report 2021

STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

Our track record of

growth

In addition to several secular market growth trends, the Group has

benefitted from various business and growth initiatives as well as its

ability to execute strategic, value-accretive M&A transactions.

tain superior

goals.

Read more on pages 30 and 31

From 2016 to 2021, approximately 80% of Allfunds’ organic AuA (assets under administration) growth

was attributable to net flows from existing and new Distributors, as opposed to market performance.

Moreover, Allfunds has completed several opportunistic acquisitions since 2017, adding in aggregate €717

billion to the Group’s AuA, including in particular €581 billion as a result of the BNPP Acquisition in 2020.

2000 2011 2013

€109bn

€55bn

€2bn

2000 to 2007

European approach

| Spain | Italy | UK |

| Luxembourg |

2008 to 2020

Strong international expansion

| UAE | USA | UK | France |

| Chile | Poland | Singapore |

| Switzerland | Colombia |

| Sweden | Brazil | Hong Kong |

Note: 2012 to 2017 figures relate to Allfunds Bank Group, whereas figures starting 2018 relate to Allfunds (UK) Limited (previously LHC4 (UK) Limited). 2020 financial data unaudited.

1. Refers to 2012 to 2021 period.

2. Includes BNPP Acquisition as at 31 December, 2021.

3. Including 489+ new untapped Distributors pursuant to BNPP Acquisition, not yet converted but which do trade through Allfunds Platform (c. 831 agreements with Distributors on Allfunds standalone basis).

As at 31 December, 2021.

Our history

4 Annual Report 2021www.allfunds.com

2017 2019 2021

€1.5tn

(5)

€554bn

(4)

€359bn

CAGR

(1)(2)

Fund Houses

+26%

CAGR

(3)(1)

Distributors

+15%

Org. CAGR

(1)

AuA

+27%

Total CAGR

(1)(5)

AuA

+41%

-l

2017 to 2021

WealthTech platform

| M&A | Digital Solutions and Innovation |

| Blockchain | Sub-advisory |

4. AuA as at 31 December, 2019 includes c. €425billion of AuA on the Allfunds Platform, ETFs, acquired for the NFM transaction, with the remaining from non-intermediated AuA (including c. €110billion

since September 2019 following the CSIL transaction).

5. AuA as at 31 December, 2021 includes c. €412billion of AuA acquired from BNPP for which only Dealing and Execution services are provided.

5www.allfunds.comAnnual Report 2021

STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

Extending our reach: Allfunds Hong Kong

We are very excited to announce the opening of our second office in Asia.

As we continue to expand our operations in the region and globally, we will

be able to provide our clients with greater expertise and more localised

support to help them attain their goals.

We offer a wide variety of funds through the Allfunds

Platform across active and passive strategies,

including equity funds, fixed income funds,

multi-asset funds, alternative funds and ETFs. There

are approximately 100,000 funds from 2,340

different Fund Houses available for distribution and/

or trading on the Allfunds Platform. We connect to a

network of approximately 831 Distributors* domiciled

in 62 countries, including retail banks, private banks,

investment banks, life insurance companies, pension

funds, stockbroking houses, custodians and

independent financial advisers. We administer what

we believe is the largest distribution network

globally.

In addition to the widest fund offering, we provide

through Allfunds Connect an improved digital

analytics tool with multiple capabilities, enhancing a

Distributor’s ability to service its clients. As we

increase performance, the digital analytics are

constantly enhanced, creating greater leadership.

We promote innovation, we expand our product

offering and continually improve our infrastructure.

Our blockchain capabilities, which we develop every

day, further underline our unparalleled offering.

The Allfunds offer is not only

market leading but also under a

buy-free model for Distributors –

and therefore exceptionally

compelling.

Understanding Allfunds

PROGRESS DEMANDS

INDUSTRY EXPERTISE

We solve problems and uncover opportunities for clients.

From the simplest fund trading to cutting-edge blockchain solutions, we create innovative

investment solutions for clients by unlocking data and generating action-oriented analytics.

We help Distributors grow their portfolios, digitalise their wealth offering and reduce

operational risk – making Allfunds their chosen one-stop shop.

Approximately

100,000

funds from over

2,340

Fund Houses available

for distribution and trading

on the Allfunds Platform

with access to

831

Distributors across

countries

* As at 31 December 2021, if we include 489 new untapped

Distributors from BNPP Acquisition, this goes up to 1,320 clients

6 Annual Report 2021 www.allfunds.com

Global scale coupled

with local knowledge

Allfunds combines what it believes is the

world’s largest universe of mutual funds

and ETFs with local service delivery to the

largest fund distribution network

Our global locations

Madrid |

Milan |

London |

Luxembourg |

Santiago de Chile |

Dubai |

Zurich |

Bogotá |

Singapore |

São Paulo |

Valencia |

Stockholm |

Hong Kong |

Paris |

Warsaw |

Miami |

7 www.allfunds.com Annual Report 2021

STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

Extending our reach: A technology differentiator

We continue to invest in and enhance our digital ecosystem, Connect,

which has quickly become an essential part of our client offering. The power

of our platform resides in offering the best tools in a safe environment:

Telemetrics, one of the many exceptional solutions available through this

ecosystem, is a great example of the benefits we can offer to both Fund

Houses and Distributors.

A main reason for our growth – and the main feature

which differentiates us – is that we offer a compelling

value proposition to both sides in our marketplace.

We provide Fund Houses with a single point of

access to what we believe to be the largest global

distribution network. This means Fund Houses can

secure geographical and customer diversification

with a secure and low-risk operational set-up. Fund

Houses also benefit from our broad product and

service portfolio, reducing internal costs and

operational and Know Your Customer/Anti-Money

Laundering (KYC/AML) complexities.

In turn, Distributors benefit from one-stop-shop

access to what we believe is the largest open

architecture fund offering with global distribution

agreements. We reduce operational costs and risks

for Distributors through maintaining these fully

compliant distribution agreements and outsourcing

administrative, reporting and regulatory compliance

tasks. We support Distributors with local service on a

global scale. Distributors gain access to our core

services under a buy-free model, creating a strong

loyalty which has resulted in negligible client churn

in recent years. In addition, Fund Houses and

Distributors have access to data and analytic tools

and other digital wealth solutions to increase their

sales efficiency and expand their wealth advisory

capabilities.

Fund Houses and Distributors

have access to data and analytic

tools and other digital wealth

solutions to increase their sales

efficiency and expand their

wealth advisory capabilities.

Understanding Allfunds

INNOVATIVE TECHNOLOGY:

IT’S OUR ADVANTAGE

Our broader offering and scale – and a superior network of Fund

Houses and Distributors – make a winning combination.

Our unique platform and data-driven insight help agile organisations

reduce costs and enhance their capabilities. We continue to evolve

this ecosystem that covers the entire fund distribution value chain

and investment cycle, making it the sole fully integrated one-stop

shop in the industry.

The Group had over

29.6m

trades placed successfully

by our Distributors

Approximately

7,200

average monthly users

85%

of Allfunds Distributors

access the platform to

search, compare and trade

funds

8 Annual Report 2021 www.allfunds.com

An enabling

platform

Blockchain

Fund trading

and custody

(pre and

post trading)

Data & analytics

WeathTech solutions

RegTech solutions

Investment solutions

9 www.allfunds.com Annual Report 2021

STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

Extending our reach: Our client focus

Our client focus has always been to provide best service, to remain close and

anticipate our clients’ needs through innovation. Our client evolution

has been impressive with an increase of 85 new agreements in 2021 – in

addition to all the digital agreements entered into with existing clients.

Several significant clients have joined us and our business has expanded,

proving once again that our value to clients and service offering are one of

the most compelling in the market.

Leveraging this network effect provides us with a

clear competitive advantage. As Fund Houses and

Distributors join the Allfunds Platform and make

increasing use of our digital services, more data is

available to us, which in turn enables us to continue

to improve our service offerings.

A large and loyal network of Fund Houses and

Distributors supports this flywheel effect, which we

believe means that it will continue to generate

positive momentum. Our low average Distributor

churn of less than 1% over the last 10 years is

testament to our strong relationships with

Distributors and our attractive offering. Similarly, we

have succeeded in attracting and retaining a large

and diverse collection of Fund Houses, with an

average churn rate closer to 0.9% from 2018 to 2020.

We continue working to further

monetise Allfunds Connect on a

subscription-based licence

(Connect, Connect Premium and

Connect Enterprise) from fund

Distributors and Fund Houses.

Understanding Allfunds

ACCELERATING GROWTH

IN FINANCIAL ECOSYSTEMS

The Allfunds Platform creates powerful network effects that

benefit both Fund Houses and Distributors – what we refer

to as the ‘flywheel’ effect.

Our comprehensive suite of services and ability to achieve better terms in

our distribution agreements with Fund Houses attracts new Distributors

to join the Allfunds Platform. This provides incremental flows to Fund

Houses, which incentivises more Fund Houses to join us to capture

the increased sales from a growing base of Distributors.

Number of new Fund

houses

169

added to the platform

in 2021

Number of new Distributors

added to the platform

in 2021

99.9%

Distributors average

retention rate

98.8%

Fund Houses average

retention rate

10 Annual Report 2021 www.allfunds.com

Incremental flows

to Fund Houses

Continuous price

management with Fund

Houses passing discounts

on to Distributors

> 140 net Fund

Houses added

per year

Data lake > 70 net distributors

added per year

Comprehensive

platform, free of charge

to Distributors

Fund

Houses

Distributors

Reinvestment

and monetisation

of new

digital services

The flywheel effect

11www.allfunds.comAnnual Report 2021

STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

A leading large-scale WealthTech, with global reach and local presence

We are one of the largest B2B WealthTech platforms, with over €1.4 trillion of AuA. We match fragmented demand for

asset management products from Distributors with fragmented supply of those products from Fund Houses. We are

present on four continents and have leading market share positions in Europe, the Middle East, Latin America and

Singapore. We have experienced strong AuA growth in recent years across all geographies.

We believe in the importance of being close to our clients to understand their needs. Thanks to our network of global

services supported through 16 local offices (in Madrid, Valencia, Paris, Milan, London, Zurich, Luxembourg, Warsaw,

Stockholm, Dubai, Hong Kong, Singapore, Miami, Bogotá, São Paulo and Santiago de Chile), we have built long-lasting

relationships with Distributors and Fund Houses. The Allfunds Platform creates powerful network effects that benefit

both Fund Houses and Distributors and represents a clear competitive advantage. This has contributed to our success

in capturing market share across the territories in which we operate.

The need for lower cost of access to third-party funds and increasing regulatory pressure for transparency and end

investor demand will lead to increased penetration of open architecture platforms. As Distributors expand their

offering to new client pools, open architecture will make it easier to attract new clients, permitting easy relationship

management with end investors and an expansion of other capabilities.

Increasing levels of administrative, compliance and data requirements together with cost pressure on asset managers

and Distributors will lead to increased outsourcing. The economics of outsourced platforms and the increasing

strength of external fund value propositions compared with in-house offers also make the trend towards outsourcing

compelling. Outsourced AuA levels are still low in our key markets but are expected to continue to increase, further

supporting market growth.

Combining global expertise and local knowledge has enabled us to build what Allfunds is today.

Five reasons to invest with Allfunds

Our investment case

A simple and attractive

pricing model

We believe that we have a unique

and attractive revenue business

model. Distributors benefit from a

buy-free model in core services such

as trading, dealing, settlement and

administration while paying a

subscription fee for value-added

services. Our comprehensive suite of

services attracts new Distributors to

join our platform. This provides

incremental flows to Fund Houses,

which incentivises more Fund

Houses to join us to capture the

increased sales from a growing base

of Distributors. We refer to this as

the ‘flywheel’ effect.

Furthermore, we believe that our

innovative Allfunds Connect offering

accelerates the flywheel effect by

creating additional incentives for

Distributors and Fund Houses to

continue using and increasing their

use of our services and solutions.

Read more about our

business model on page 27

A one-stop shop with a

unique value proposition

We have integrated large parts of the wealth management

value chain into a simple and easy to use one-stop shop

platform across distribution, dealing, custody and

administration services, and have expanded our offer into

other value-add areas like data & analytics.

A key driver of our competitive differentiation and growth

is the compelling value proposition we deliver to both sides

of its marketplace.

Fund Houses and Distributors gain access to industry-

leading functionality through Allfunds Connect, a

subscription-based SaaS-enabled offering of data-centric

services. Through different application programming

interfaces, Allfunds Connect is able to develop bespoke

solutions that are fully integrated into Fund Houses’ and

Distributors’ IT systems, providing them with an end-to-

end solution to suit their needs. Once in place, these

systems tend to remain and we retain 99% of Fund Houses

and Distributors year on year.

As a fully invested, scalable platform, we onboard new

clients at very low marginal costs and therefore at highly

competitive rates.

Our proprietary technology is designed to ensure seamless

integration of solutions into the Allfunds Platform to

provide the best possible client experience. To minimise

costs, we will continue to leverage our technology and

operations infrastructure as the business grows.

We continue to invest in our platform to maintain

operational efficiency and high-quality service.

Read more about our

one-stop shop on page 26

Read more about our People on page 36

Our financial profile is underpinned by best-

in-class growth, high margin and cash flow

conversion and proven M&A track record

Our strong financial profile is the result of a compelling

combination of strong top-line growth, profitability and high

cash conversion at scale.

There are several compelling elements to our growth: double-

digit AuA growth, net revenue growth and adjusted EBITDA

growth. On top of this and reflecting our efficiency as a

business, our adjusted EBITDA of €367.2m (IFRS EBITDA of

€253.6m) implies an adjusted EBITDA margin of a remarkable

72.6%. This high margin allows us to also benefit from high

cash conversion.

We were able to translate this strong growth in AuA into high

top-line growth, with net revenues growing at a CAGR of 28%

from 2017 to 2021. Our business model has proven resilience to

economic cycles and we continue to improve operating

efficiencies, leveraging our technology and operations

infrastructure as the business grows.

We have materially increased our scale, capabilities, and

geographical footprint through a number of value-accretive

acquisitions in recent years, pursuing a strategy focused

on both opportunistic bolt-on acquisitions and

transformative M&A.

We are confident that we will increase our penetration in France

and Germany and consolidate our presence in Europe. We

believe it is very likely that strong growth will continue in

markets such as Asia, where open architecture is ever-growing,

and that the US offshore market will represent a very

interesting opportunity with growth potential.

We expect further consolidation in the wealth management

market and continue to focus on selected value-accretive M&A

opportunities, which are expected to drive additional growth

and margin resilience.

Adjusted EBITDA

margin

72.6%

(1.7p.p. up in 2021)

EBITDA margin

50.1%

(9.9% up in 2021)

Normalised

Free cash flow

€228.2m

(33% up in 2021)

New funds set up

35,879

(92.9% up in 2021)

STP orders

95.8%

(95.7% in 2020)

IT CAPEX over

total CAPEX

90.7%

(13.4 p.p. up in 2021)

Security rating

800

(790 in 2020)

13www.allfunds.comAnnual Report 2021

STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

The story of Allfunds is

The Founder and CEO, Juan Alcaraz, has been at the heart of Allfunds

since inception, together with many of the same team that built the

platform since its early stages. Focused on fostering an entrepreneurial

culture, he promotes a forward-looking agenda that revolves around

creating benefits for all stakeholders.

What made you create Allfunds?

I started my career at Banco Santander, in the

private banking side of the business. At that time

the demand for international mutual funds was

increasing exponentially amongst wealth

management clients but we found the offering

fragmented, and onboarding as well as execution

tedious. As head of fund analysis I saw the potential

of creating a B2B marketplace where all these

international funds could coexist and be accessible

to Distributors in a fast, simple, efficient manner.

This was the main premise of Allfunds then and we

remain true to its customer-centric character today,

€1.5 trillion assets under administration later.

What did your successful IPO mean to you

and your staff?

Our IPO on 23 April 2021 came as a natural next

step to the phenomenal growth the Company has

experienced in the last four years, building a global

technology platform linking Fund Houses and

Distributors. But there is still an enormous opportunity

to be realised. This listing provides us with the

flexibility to accelerate the digital transformation

of the wealth management industry and the growth

of our best-in-class global platform. With the support

of leading institutional investors – many of whom are

trusted clients – access to global capital markets and

the continued dedication of our employees, we will

continue offering our clients unparalleled service and

support in a more connected and digital world.

Read more on page 18

This was, without a doubt, a huge milestone for all

at Allfunds. We have many first joiners still here

that have been working for 20 years to make this

company what it is today, so this was especially

relevant for them, but not exclusively. For the whole

team globally, it was a way to come together like

never before and a validation of our vision and

efforts. For me specifically, it filled me with great

pride and has been a once-in-a-career experience.

What differentiates your business?

We have four unique selling points that make

us special:

1. Scale: we have strategically been focusing on

growing our scale globally through international

expansion and through transformational M&A,

acquiring and integrating different businesses.

2. A truly global perspective: we are a strong

global player, keeping a local presence to be

closer to our clients.

3. One-stop shop: Allfunds is probably the only

truly one-stop-shop fund platform that connects

Fund Houses and Distributors seamlessly.

4. Buy-free model: Allfunds has a differentiated

pricing model, with Distributors being able to

subscribe under a buy-free model a quite broad

universe of funds or just being charged for some

specific funds or value-added services; AFB fees

stem mainly from Fund Houses who control most

of the economic inflow of the value chain.

Chief Executive’s review

14 Annual Report 2021www.allfunds.com

unique

15www.allfunds.comAnnual Report 2021

STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

In addition, we have an historical track record

specialising in the mutual fund industry.

One of our main drivers is to deliver a superior

service and help our clients advance their own

objectives. In this spirit we have gone beyond the

traditional dealing and execution services and

created an ecosystem populated with the best

integrated tools for data & analytics, portfolio

& reporting, research, and regulatory solutions.

In summary, the Allfunds offering is

exceptionally compelling.

Where do you see potential for Allfunds in

the short to medium term?

We are very established in core markets, such as

Southern European countries, the Nordics, UK and

Central Europe, which will remain very important for

us. However, we are looking at expansion in markets

such as France, only natural after our recent

acquisition and new local branch there, as well as

Asia, in which we have been present for some time

with great success but continue our commitment to

the region and will operate a WOFE (Wholly Owned

Foreign Enterprise) in Shanghai soon to pursue

our expansion.

The beauty of Allfunds story is that we believe there

is still potential not only in well-established markets,

thanks to the move to open architecture, but also in

new regions (that is, China) or markets in which we

are still not present (that is, the US).

What are your priorities for the

year ahead?

We wish to continue growing our traditional business

lines and pipeline, of course, but are focusing also on

expanding our digital capabilities and tools. We look

to constantly improve our value proposition, a driver

naturally embedded in our WealthTech DNA, and go

beyond fulfilling our clients’ needs: we must

recognize their priorities and fast track them there.

Additionally, 2022 will be a year in which we expect

to complete the integration of recent acquisitions,

which is key for us.

We want to effectively capture value for our

shareholders and for that, we need to work

on various fronts:

- Attracting new clients

- Continuously improving our value proposition

for our clients

- Increasing our subscription revenues

- Ensuring the sustainable growth of our margin

- Focusing on maintaining efficiency

On top of that, our two additional business lines

Allsolutions (outsourcing investment services with

our sub-advisory mandates) and Allfunds Blockchain,

also have a promising year ahead of them and we

expect them to put their best foot forward a year

after launch.

How would you describe your

leadership style?

Having been one of the people that has built this

business from the ground up, inevitably I am very

hands-on and dynamic. It is hard for me to keep still,

I am always looking for ways to move forward and

for Allfunds to be ahead, via innovation, efficiency

and talent. We try to nurture flexibility and open

communication to encourage idea exchanges and

collaboration, always in a demanding environment.

This applies to me as well; I expect a certain amount

of challenge coming from my teams just as they

expect a reasonable degree of pressure from myself

and the management team to achieve our targets.

For me, as well as many of my colleagues who have

worked here well beyond a decade, Allfunds has

been a fundamental part of our lives and as such

draws powerful emotions from all of us: great pride

at milestones, inevitable periods of frustration, but

mostly fuels our and day-to-day commitment and

passion for the success of the business. Overall,

I care deeply not only for the quality of this

business, but also for the people that make it

happen; without an engaged, motivated workforce

we wouldn’t be able to reach our goals or maintain

our high-quality standards.

Our 2022 priorities

- Attracting new clients

- Continuously improving

our value proposition

for our clients

- Increasing our

subscription revenues

- Ensuring the sustainable

growth of our margin

- Focusing on

maintaining efficiency

Read more on pages 20 and 21

Chief Executive’s review continued

16 Annual Report 2021www.allfunds.com

How would you describe Allfunds’

culture and will that change now that

you are listed?

For one thing, entrepreneurial – we have continued

to grow but focusing on innovating the business

over the years, we are in constant evolution which

sets a very dynamic atmosphere to our day-to-day

operations; we never rest on our laurels and are

always on the lookout for opportunities.

I think what best summarises our goals

and ambitions, as well as culture, are our

corporate values.

Excellence. We are a customer-centric business and

client satisfaction is at our very core; we aim to go

beyond expectations to ensure best in class delivery.

Accountability. We seriously look to go beyond

expectations in this capacity and want to have an

active role in fostering this principle throughout our

organisation, which ultimately keeps us all more

engaged and committed to our work and builds

common trust. It is all about getting everyone on

board and rowing together rather than isolating

problems and pointing fingers at setbacks.

Empowerment. This too is very connected with

our primary commitment. Allfunds exists in order

to make our clients’ lives easier, to lighten their

operational burden and provide them with tools that

up their own game. In the same way, we want our

employees to feel they work in a global team where

new ideas and initiatives are not just welcome, they

are rather expected, and suitably rewarded. We

believe strongly in meritocracy and those that

consistently seed and add value to the business

will thrive with it.

Inspiration. This is deeply connected to our

innovation outlook and how we are trying to lead

in the future of the fund industry by building new

applications, seeking new partnerships and always

keep moving forward.

“I believe that we

will continue to

foster a competitive

and accountable

environment,

all in the interest

of quality growth

and rendering a

world-class service.”

Now that we are listed we have to be mindful not

only that our stakeholder base has grown (from

the investor community to regulators), and our

responsibilities towards them, but also that we

need to adapt to a new level of demand in every

front of our business, as a corporate and as a service

provider. I believe that we will continue to foster a

competitive and accountable environment, all in

the interest of quality growth and rendering a

world-class service.

How is Allfunds responding to key

ESG issues?

On the one hand, regarding our product offering, we

are aware of the increasing demand for more precise

ESG metrics beyond scoring for financial instruments

and we are seeking to integrate more solutions with

different ESG data and rating providers that may

help our clients to better select funds according to

their ESG needs. The more precise and thorough

information we can provide the more value we are

contributing to a quality screening process, and

ultimately, a better ESG approach.

Regarding our own practice, we are committed to

ESG development with a specific roadmap we can

adhere to and work on, as well as metrics that can

track and showcase our progress. For us it is not

a trend nor imposition. It has been proven that

companies with strong ESG practices overall are

more efficient, dependable and resilient and in the

end, we help society progress as ultimate goal. It

is an all-around win for all stakeholders including

clients, shareholders and employees.

Read more about our ESG approach on pages 34 to 41

17www.allfunds.comAnnual Report 2021

STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

It is only natural to begin by diving directly to the biggest milestone

of 2021 and perhaps of all our history so far: our IPO. However, before

doing so, we must remember this was the outcome of many years of

consistent effort, drive for innovation and of course our employees’

commitment. Indeed, our IPO on 23 April 2021 marked a major

milestone for Allfunds, but this is not a new beginning just like it’s

definitely not an end. With our new listed status we can now look

forward even further and look to bring Allfunds to the next level,

consolidating our leadership position as a WealthTech leader and

the preferred partner for the wealth management industry.

As mentioned, 2021 was an eventful year; our IPO was not only one

of the most successful flotations awarded as EMEA IPO of the year

2021 by IFR (International Financing Review), but it was also the

second largest in Europe. Our share price was set at €11.50 and closed

that same day at €13.85, representing a 20.4% increase. However,

that was only one of the factors that made the past year a pivotal

one in our history.

2021 also represented an exceptional year of growth for us.

We experienced double-digit growth in assets under administration

(AuA), an outstanding 37% growth in net revenue from 2020 PF and

an extraordinary 40% growth in adjusted EBITDA from 2020 PF (27%

increase of EBITDA margin under IFRS approach). Consequently, AuA

stood at €1.49 trillion at 31 December 2021 and net revenue at €506

million. These results also imply an adjusted EBITDA margin of 72.6%

(50.1% of EBITDA margin under IFRS approach) – the highest in our

history; an achievement of which we are really proud.

On top of that, we continued to build our business organically and

by acquisition. Our strategic collaboration with BNP Paribas, which

began in October, 2020, progressed well and is already fuelling the

development of next-generation fund distribution services. Since

our IPO in April, we have continued to attract new Distributors and

Fund Houses, onboarding 254 altogether during the period across

our key geographies.

The market environment

The beginning of the year was still dominated by the COVID-19

pandemic. With the start of vaccine roll-out, optimism flooded

the markets; equities continued to soar and some indexes rose

to record levels. Fixed income, on the other hand, remained

sluggish, offering little respite from lower interest rates. Money

markets suffered as flows diverted into asset classes with more

catch-up potential.

A pivotal year in our history

Global Scale

€1,494bn

Assets under administration as of December 2021

2021 highlights

High Growth

29%

AuA annual growth since December 2020

High Profitability

€367m

Adjusted EBITDA 2021

€254m

EBITDA 2021

Our IPO on 23 April 2021 marked a major

milestone for Allfunds. Not only was it one

of the most successful flotations in 2021,

but it was also the second largest in

Europe. However, that was only one of the

factors that made 2021 a pivotal year in

our history.

Chief Executive’s review continued

37%

Growth in Pro Forma net revenue since December 2020

18 Annual Report 2021www.allfunds.com

The upsurge in the market brought with it the prospect – and then

the reality – of reduction in monetary stimuli by central banks.

Nevertheless, from the half-year mark onwards, the threat of

inflation began to loom and with it a pressure on margins. At the

centre of this were hikes in energy prices, exacerbated by

geopolitical tensions, which continue into 2022.

Finally, the threat of Omicron, the most viral variant of COVID yet;

new restrictions and lockdowns in some regions spiked tensions

and led to more volatility, keeping markets on edge. As we moved

towards the year-end market fears eased and eventually ended

on a positive note for most, all keeping watchful eye for the

coming year.

Regarding industry trends, alternative investments maintained

momentum as investors moved towards regarding them more

as a standard element of their portfolio. ESG-labelled funds also

became increasingly popular, now seen as ‘must have’, not just

’nice to have’. Fund Houses all ensured they could not only offer

such funds but also explain clearly the processes of exclusion,

scoring, audit and continued revision they were following to qualify

stocks for inclusion.

Partnerships

Our network of international partnerships remains a strategic

priority for us. During 2021, we activated partnerships with several

important world-leading service providers:

- iCapital Network – to provide our global distributor network

with access to private market investment opportunities

- Morningstar and Clarity AI – to provide our global distributor

network and our Fund Houses with additional information on

the ESG criteria to select and compare funds

- ConsenSys – which has commercialised our Blockchain

technology for broader application across the funds industry,

facilitating greater streamlining of the fund distribution

value chain

These partnerships, designed to attract new clients and create

performance and revenue synergies for existing clients and their

end-customers, underpin our future value creation.

Technology

We made a total of €27 million in new investments to develop our

proprietary technologies and extended product offering:

- The launch of ‘FAST’, a B2B sub-advisory platform providing

fund of funds managers and discretionary portfolio managers

with solutions to optimise their portfolios and deliver greater

efficiencies for fund transfers in Spain

- Continued enhancement of Telemetrics products to deliver

comprehensive market data and intelligence resources to

support clients’ new business growth and meet their increasingly

data-driven needs

- Upgrade of Nextportfolio, the only portfolio monitoring and

reporting tool with the capacity to deliver discretionary

portfolios at scale, to facilitate optimisation by asset allocation

and the analysis of fund performance contribution

People

Attracting and retaining senior talent is a critical step in

furthering our growth ambitions and strengthening our overall

service to clients.

To expand our international footprint, we have appointed senior

talent to lead growth initiatives overseas. We have made strategic

executive hires in France, Hong Kong, Spain and Latin America.

We also welcome Alvaro Perera as our new Chief Financial Officer.

With 14 years of industry experience, Alvaro will strengthen our

executive leadership team and reinforce our commitment to

delivering strong financial performance for clients and shareholders.

Looking ahead

As data analytics and digital solutions have become more deeply

woven into the fabric of financial services, companies have faced

significant pressures to meet the evolving needs of clients,

shareholders and other stakeholders, whose expectations are

aligned to these tech-driven services. Companies have had to adopt

enhanced technology frameworks to keep pace with the rest of the

industry. For many, harnessing the power of new digital tools has

presented challenges.

Allfunds is uniquely positioned to support companies’ transition in

the digital age. With a suite of best-in-class tools to facilitate

improved market intelligence, portfolio modelling, and efficiencies

embedded in blockchain technology, Allfunds empowers companies

to compete in an increasingly complex marketplace, and capture

growth opportunities in line with new industry standards.

The Company continues to capitalise on these secular market

growth trends and to deliver strong operational performance

aligned with the principles set out at the IPO. The revenue model

provides resilience during times of market volatility. The Company

remains very positive on the evolution of the business. Allfunds has

a robust and very profitable business model, with a track record of

delivering strong organic growth and increasing market share.

At the macro level, we never imagined we could live these

unprecedented times in Europe and worldwide. The now ever-

present Russia-Ukraine war and inflation becoming much more

conspicuous are impacting meaningfully the markets in these first

months of the year. As we brace ourselves for what could be a year

marked by increasing volatility, most are looking towards central

bank policies, opportunities for correction and, on the negative side,

yet more variants to come and the threat of escalating political

conflicts that would no doubt impact the markets heavily.

19www.allfunds.comAnnual Report 2021

STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

Our strategic priorities

Strategic pillars Progress in 2021 How we measure it Future priorities

Continued market share gain

Allfunds has a track record and experience in

developing business activities in its existing

markets and outside its core markets, successfully

growing its international market share

We have captured a larger share of the existing

addressable market with our superior offering and 2021

has been a record year in onboarding Distributors and

Fund Houses

Total market share

Market appreciation in 2021

AuA growth in 2021

Continue gaining market share,

especially in new markets we have

just entered

Expansion to new markets

Perpetuating the flywheel effect

The Allfunds flywheel is at the core of the Group’s

strategy: as the number of Fund Houses increases,

so does the value of the Allfunds Platform

proposition to Distributors, and vice versa

Therefore, Allfunds is focused on supporting and

perpetuating the flywheel effect through a number

of strategies

We have captured new flows and new clients as a result

of secular market growth

We maintain strong client relationships, and develop

and expand product offerings to current clients

New flows

Number of new clients added

(Fund Houses and Distributors)

Expansion of client base in

existing geographies

Launch of Telemetrics and

ESG offering

Continue adding Fund Houses to

the platform

Onboarding of key specific large

Distributors when possible

Further expansion and monetisation

of digital value-added subscription-

based proposition

Allfunds’ digital value-added proposition is a

key pillar of its strategy to build a fully

integrated, one-stop shop B2B wealth

management marketplace

We have increased the penetration of our

digital services:

i. In existing client base

ii. New clients outside Allfunds

We have intensified our cross-selling efforts by selling

the Allfunds Connect offering to our existing

Distributors and Fund Houses

Net revenue share of digital

proposition represents 5% of

total revenues in 2021

Monetise Connect and strengthen it

with third-party partnerships

Margin resilience

Allfunds believes that it is naturally well positioned

to compensate margin fee pressure given its global

scale and reach, strength of relationships with both

Distributors and Fund Houses, its independence,

and its ability to negotiate prices with them

We have finalised the first phase of the Fund

Harmonisation programme to ensure margin resilience

We also reached an agreement with a key alternatives

platform provider to start selling alternative

investments as a new asset class, which is expected to

drive additional growth and margin resilience

In addition, we have launched new initiatives such as

sub-advisory and blockchain

Evolution of net platform

revenue margin

Continue with the Fund

Harmonisation initiative

Launch the alternative

investments offering

Lead blockchain transformation and

gather assets for All Solutions, our

sub-advisory platform

Realisation of operating efficiencies

through scale effects

Allfunds’ focus on operating efficiency and

associated cost optimisation will remain an integral

part of its strategy

Thanks to its scalable platform, and the continued

investments to improve it, Allfunds is able to onboard

new Distributors at very low marginal costs

Cost per operation (€)

Gross margin or EBITDA

margin (%)

To maintain its operational

efficiency and high-quality service,

Allfunds will continue to invest in its

platform to maintain best-in-class

capabilities and standards

Pursue strategic, value-accretive

acquisitions

Allfunds has proven M&A capabilities with a

demonstrable track record of successful

acquisitions that have helped accelerate its growth

and enhance its platform

We expect that there will be further consolidation in

the wealth management market and we intend to

continue to focus on selected M&A opportunities

that will strengthen our value proposition to clients

Allfunds’ M&A strategy has been focused on enhancing

scale, expanding its geographical footprint and

accessing technologies, products and expertise that

enhance its solutions

Allfunds is highly disciplined and has a well-defined set

of evaluation criteria that it follows in order to

maximise value from any acquisition

In addition, we have progressed successfully with the

integration of the BNP deal, establishing our dual

operational hub (in Madrid and Warsaw) and realising

meaningful scale economies as part of this process

Subject to the type of

M&A pursued: product vs

scale/consolidation

Allfunds will evaluate opportunities

that would expand its global

footprint in order to gain access to

new markets

Allfunds’ M&A strategy will

complement its organic

growth ambitions

Finalise the integration of recently

acquired businesses

Our strategy and growth plans

Read more about our KPI’s on pages 22 to 25

We build our strategy onsix strategic pillars, enabling us to focus on

priorities and react fast to changes in our operating environment.

Our strategy

20 Annual Report 2021www.allfunds.com

Our strategic priorities

Strategic pillars Progress in 2021 How we measure it Future priorities

Continued market share gain

Allfunds has a track record and experience in

developing business activities in its existing

markets and outside its core markets, successfully

growing its international market share

We have captured a larger share of the existing

addressable market with our superior offering and 2021

has been a record year in onboarding Distributors and

Fund Houses

Total market share

Market appreciation in 2021

AuA growth in 2021

Continue gaining market share,

especially in new markets we have

just entered

Expansion to new markets

Perpetuating the flywheel effect

The Allfunds flywheel is at the core of the Group’s

strategy: as the number of Fund Houses increases,

so does the value of the Allfunds Platform

proposition to Distributors, and vice versa

Therefore, Allfunds is focused on supporting and

perpetuating the flywheel effect through a number

of strategies

We have captured new flows and new clients as a result

of secular market growth

We maintain strong client relationships, and develop

and expand product offerings to current clients

New flows

Number of new clients added

(Fund Houses and Distributors)

Expansion of client base in

existing geographies

Launch of Telemetrics and

ESG offering

Continue adding Fund Houses to

the platform

Onboarding of key specific large

Distributors when possible

Further expansion and monetisation

of digital value-added subscription-

based proposition

Allfunds’ digital value-added proposition is a

key pillar of its strategy to build a fully

integrated, one-stop shop B2B wealth

management marketplace

We have increased the penetration of our

digital services:

i. In existing client base

ii. New clients outside Allfunds

We have intensified our cross-selling efforts by selling

the Allfunds Connect offering to our existing

Distributors and Fund Houses

Net revenue share of digital

proposition represents 5% of

total revenues in 2021

Monetise Connect and strengthen it

with third-party partnerships

Margin resilience

Allfunds believes that it is naturally well positioned

to compensate margin fee pressure given its global

scale and reach, strength of relationships with both

Distributors and Fund Houses, its independence,

and its ability to negotiate prices with them

We have finalised the first phase of the Fund

Harmonisation programme to ensure margin resilience

We also reached an agreement with a key alternatives

platform provider to start selling alternative

investments as a new asset class, which is expected to

drive additional growth and margin resilience

In addition, we have launched new initiatives such as

sub-advisory and blockchain

Evolution of net platform

revenue margin

Continue with the Fund

Harmonisation initiative

Launch the alternative

investments offering

Lead blockchain transformation and

gather assets for All Solutions, our

sub-advisory platform

Realisation of operating efficiencies

through scale effects

Allfunds’ focus on operating efficiency and

associated cost optimisation will remain an integral

part of its strategy

Thanks to its scalable platform, and the continued

investments to improve it, Allfunds is able to onboard

new Distributors at very low marginal costs

Cost per operation (€)

Gross margin or EBITDA

margin (%)

To maintain its operational

efficiency and high-quality service,

Allfunds will continue to invest in its

platform to maintain best-in-class

capabilities and standards

Pursue strategic, value-accretive

acquisitions

Allfunds has proven M&A capabilities with a

demonstrable track record of successful

acquisitions that have helped accelerate its growth

and enhance its platform

We expect that there will be further consolidation in

the wealth management market and we intend to

continue to focus on selected M&A opportunities

that will strengthen our value proposition to clients

Allfunds’ M&A strategy has been focused on enhancing

scale, expanding its geographical footprint and

accessing technologies, products and expertise that

enhance its solutions

Allfunds is highly disciplined and has a well-defined set

of evaluation criteria that it follows in order to

maximise value from any acquisition

In addition, we have progressed successfully with the

integration of the BNP deal, establishing our dual

operational hub (in Madrid and Warsaw) and realising

meaningful scale economies as part of this process

Subject to the type of

M&A pursued: product vs

scale/consolidation

Allfunds will evaluate opportunities

that would expand its global

footprint in order to gain access to

new markets

Allfunds’ M&A strategy will

complement its organic

growth ambitions

Finalise the integration of recently

acquired businesses

Allfunds 3.0

We believe Allfunds in the future should be a 100% digital client service company.

We are putting a lot of effort in to developing the digital side by building/creating

various initiatives:

- Data to enhance efficiency of funds sales

- Expansion of ecosystem

- B2B marketplace

- Blockchain

Allfunds believes that its competitive strengths have allowed it to be at the

forefront of innovation and to take full advantage of favourable market trends,

evolving from ‘Allfunds 1.0’, a European platform with limited service offering, to

‘Allfunds 2.0’, a one-stop shop. The Group believes it is well positioned to enhance

its business and increase scale over the coming years, with opportunities mostly

centred on the following strategic pillars supporting the ‘Allfunds 3.0’ vision for the

future as a fully digital client service provider:

- Fully digital interaction with clients: one of the main objectives of

Allfunds 3.0 is to become a fully digital platform where clients, both Fund

Houses and Distributors, directly interact digitally through the Connect

Integrated Dashboard

- Global footprint: from a pure European platform, the Group has expanded its

presence worldwide, becoming a global player. We will continue this expansion

by entering new markets and confirming our commitment to key regions such

as the US and Asia, in which we will open our third local office in 2022

- Big data science on customer behaviour: the Group is willing to combine the

large quantity of data regarding trading and execution (which it has been

collecting for the last 20 years and continues to collect) with the data available

on Allfunds Connect in order to generate real-time insights on behaviours,

investors and client appetite. The combination of historical data and Connect

decision-making data results in high-value information that enables it to create

an advanced predictive investment behaviour model

- B2B marketplace: currently Allfunds Connect comprises services that are

proprietary to Allfunds. The Group has entered and may continue entering into

strategic partnerships with third-party providers in order to add new services

and solutions to Allfunds Connect as part of a marketplace offering that

combines both in-house proprietary applications and best-of-breed third-party

tools. A clear example has been the offering enhancement to a new asset class

such as giving access to our clients to alternative investments

- Full blockchain implementation: the Group has long recognised that

blockchain innovations have the potential to disrupt the global asset

management value chain and we have been developing since 2018 an Allfunds

Blockchain offering that, as of December 2021, is materialised in several labs

that have resulted in real solutions (such as FAST, initiative to reduce time in

investment fund transfers) and is part of some Sandbox projects

21www.allfunds.comAnnual Report 2021

STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

Measuring our progress

AuA € bn

€1,494bn

€228m

€171m

€155m

202120202019

Net revenue €m

€506m

€370m

€228m

202120202019

Adjusted EBITDA

margin %

72.6%

70.9%

62.9%

202120202019

Financial measures

€1,494bn

€1,159bn

€554bn

202120202019

Description

Assets under administration through

our platform

Definition

AuA is the total market value of the

volume of units or shares of UCITs

(undertakings for the collective

investment of transferable securities)

which are managed by Fund Houses

Link to strategy

Link to remuneration

Total AuA is not a direct target within

any remuneration package

Description

Revenues from sales

Definition

Net revenue represents the Allfunds

Group’s fee, commission and service

revenues less fee, commission and

service expenses. Net revenues is

comprised of net platform revenue and

net subscription and other revenues

Link to strategy

Link to remuneration

Total revenue is not a direct target

within any remuneration package.

However, revenue is a performance

element within the Group

bonus scheme

Description

FCF is a measure of operating

performance and underlying

cash generation

Definition

Profit /(loss) for the year after tax,

excluding net interest expense, tax

credit /(expense), and depreciation

and amortisation, adjusted to exclude

separately disclosed items, impairment

losses, losses on disposal and

amortisation of intangible assets

acquired as a result of business

combinations, net of Underlying capital

expenditures, rental expenses, net

interest expense and illustrative taxes

(assuming an effective tax rate of

29.5% for 2021)

Link to strategy

Description

Adj. EBITDA margin is a measure of

our profitability and the efficiency of

our operation

Definition

Adj. EBITDA margin refers to

adjustments to EBITDA figure that

relate to costs and income that the

Allfunds Group believes are not

reflective of the ongoing performance

of the business and are thus added back

Link to strategy

Link to remuneration

Adj. EBITDA is included as a metric

within the Group bonus scheme.

Total EBITDA growth is also a

performance element within the

Group’s LTIP schemes

Key performance indicators

To ensure continuous improvement in our performance and responsible business practices, we

have defined key performance indicators to measure our progress in achieving our strategic

goals, servicing our clients, retaining talent and ensuring the successful scalability of our platform.

Normalised Free

cash flow €m

€228m

1. Pro Forma figures for 2020 are showed to illustrate the impact on the Group of a portion of the BNPP Acquisition, specifically the acquisition from BP2S of its Banca Corrispondente, or local paying agent,

(the BNPP LPA Business), completed on October 2, 2020 as part of the BNPP Acquisition, as if it had been completed on January 1, 2020. The purpose is to achieve a comparability of the businesses that

Allfunds has today, between the 2020 and 2021 figures.

Pro Forma net revenue is derived from the unaudited Pro Forma financial information. Pro Forma net platform revenue for the year ended December 31, 2020 is therefore calculated as 2020 net platform

revenue (derived from the 2020 Financial Statements), plus net revenue resulting from the BNPP LPA Business for the period to October 2, 2020.

Pro Forma normalised free cash flow is defined as Pro Forma profit /(loss) for the year after tax, excluding net interest expense, tax credit /(expense), and depreciation and amortisation, adjusted to

exclude separately disclosed items, impairment losses, losses on disposal and amortisation of intangible assets acquired as a result of business combinations, net of Underlying capital expenditures, Pro

Forma rental expenses, Pro Forma net interest expense and Pro Forma illustrative taxes (assuming a 27% cash tax rate in 2020 and 29.5% cash tax rate in 2021).

22 Annual Report 2021www.allfunds.com

FH – Client

retention rate %

98.8%

EBITDA margin

50.1%

98.8%

99.9%

99.5%

202120202019

50.1%

53.9%

39.6%

202120202019

Non-financial measures

Description

High retention rate measures client

satisfaction and recurring business

Definition

Calculated as 1 minus churn rate. Churn

figures based on Fund Houses with

GDAs in place that have cancelled their

agreements during the year

Link to strategy

Description

EBITDA margin is a measure of our

profitability and the efficiency of

our operation

Definition

EBITDA margin refers to EBITDA

figure calculated under IFRS approach

over total revenues of the year

Link to strategy

D – Client retention

rate %

99.9%

99.8%

202120202019

Description

High retention rate measures the client

satisfaction and recurring business

Definition

Calculated as 1 minus churn rate. Churn

figures based on total AuAs lost in a

given year due to Distributors leaving

the platform

Link to strategy

Financial measures continued

23www.allfunds.comAnnual Report 2021

STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

Operational measures

Trades placed

successfully

(millions)

29.6m

Description

Number of trades correctly placed (not

rejected) by our clients

Definition

Calculated as the number of orders,

coming from Distributors, that pass

all validations and are registered

within the system for further delivery

to Fund managers

Link to strategy

29.6m

24.1m

15.7m

202120202019

STP orders %

95.8%

Description

% of STP trades placed by

our Distributors

Definition

Calculated as the % of orders reaching

Allfunds Platform through an STP

process (swift, Fix and files)

Link to strategy

95.8%

95.7%

95.1%

202120202019

Key performance indicators continued

Employee

retention rate %

92.8%

93.9%

202120202019

Description

Employee retention rate is a metric

that measures the capacity of the

Company to retain employees over

the year

Definition

Calculated as 1 minus turnover rate.

Turnover rate based on number of

voluntary leavers over total number

of direct employees during the year

Non-financial measures continued

24 Annual Report 2021www.allfunds.com

New funds set up

35,879

18,597

18,326

202120202019

Description

Number of new funds set up annually

within the system by Fund Houses

Definition

Calculated as number of ISINs set up

within the system with the relevant

operational information

Link to strategy

IT CAPEX over

total CAPEX %

90.7%

Description

Investment in IT as a measure of the

importance given to the maintenance

and improvement ofourplatform

Definition

Investment made in IT, digital and

blockchain developments (excluding

IFRS 16 Leases spend) during the year

over total Company capital

expenditures (CAPEX)

Link to strategy

90.7%

77.3%

43.0%

202120202019

Security rating

800

790

760

202120202019

Description

Security rating provided by a third

party (BitSight)

Definition

Cybersecurity posture, serve as a

measure of the risk. Security rating is

calculated daily using a proprietary

algorithm from BitSight that examines

two classes of externally observable

data — configuration and security

events. Configuration information

represents how diligent a company is

in implementing best practices to

mitigate risk and security events

represent evidence of successful

cyber attacks

Link to strategy

Operational measures continued

25www.allfunds.comAnnual Report 2021

STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

Efficient, scalable, resilient and

capital-light

Allfunds operates within the wealth management

value chain and competition amongst the providers

of products and services across the value chain, such

as Allfunds, is highly fragmented.

Allfunds mainly competes with other fund platforms

as well as other service providers on the basis of

breadth of service offering, scale, technology, speed

and performance, quality and reliability, brand,

reputation, customer service and price.

We offer a comprehensive suite of best-in-class

solutions through our platform Connect. The

Connect platform was launched in 2019 to

digitalize our relationship with both Fund Houses

and Distributors.

Allfunds believes that it has a simple and attractive

business model. Distributors benefit from a buy-free

model of core services related to trading, dealing,

custody, settlement and administration while paying

for other value-added services. Fund Houses benefit

from an attractive value-for-money proposition in

which they pay a fee to Allfunds for the

intermediated and distributed AuA plus other

value-added services.

Our business model

Underpinning the value proposition of the Allfunds

Platform is Allfunds Connect, a SaaS-enabled,

subscription-based portal through which Distributors

and Fund Houses have access to a variety of

modular digital tools. This integrated, one-stop shop

ecosystem provides Allfunds with a competitive

advantage over other market participants, who

typically only provide a sub-set of services available

on the Allfunds Platform.

Allfunds generates the majority of its net revenue

in the form of fees that are calculated and accrued

daily as a margin on the outstanding AuA on the

Allfunds Platform. Thanks to our low churn rates,

recurring revenue streams therefore constituted

approximately 99% of total net revenue for the

year ended December 31, 2021 (including 100%

of platform revenues and 87% of subscription

and other revenues).

Due to our limited capital expenditure needs as a

result of its well-invested and asset-light business

model, with capital expenditures representing an

average of 6% of the Group’s net revenue from 2017

to 2021, our business model has proven its resilience

to economic cycles, including during the recent

COVID-19 pandemic.

AuA

€1.5tn

Fund Houses

2,340

Distributors

>830

One-stop shop

Fund trading

and custody

(Pre- &

Post-trading)

Data &

Analytics

Blockchain

Investment

solutions

WealthTech

solutions

Connect

Regtech

solutions

Our business model

26 Annual Report 2021www.allfunds.com

A simple and attractive

revenue model

Attractive value-for-money

proposition

Buy-free model

Fund

Houses

Distributors

Allfunds Connect growth

Connect has enabled to bundle our digital offerings in one place.

The response from our clients has been extremely positive and

we are seeing significant growth in the usage of the platform.

We continue working to further monetize Allfunds Connect on

a subscription-based licence (Connect; Connect Premium and

Connect Enterprise) and membership fees from Distributors to

Fund Houses. Through Allfunds Connect, we are able to offer

integration with the systems of Distributors and Fund Houses,

providing them with tailor-made solutions to enhance their

proposition to end investors.

We also expect Connect to help us realize significant cross-

selling opportunities:

- Ability to organically sell more products to clients already

paying for digital services

- Significant runway to increase penetration of institutions

paying for our digital value-added services within

the Allfunds ecosystem

- New digital products under development

- Clients from Allfunds Distributors joining the platform in

the short term

- Additional Fund Houses in the coming years

- Potential demand from Distributors and Fund Houses only

using digital services

27 www.allfunds.com Annual Report 2021

STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

Our value creation model

Our business model is at the core of everything we do. Our values underpin the way

we want to reach our goals and execute our strategy. Based on our resources and the

relationships we foster, we are driven to create value for all of our stakeholders

in the short, medium and long term.

Our resources and relationships Our strategy

AuA

Adj. EBITDA

Free cash flow

Our business activities require financial capital and

cash flow to support our strategic growth. Allfunds

has only one class of shares: ordinary shares

Financial

More than 800 Distributors

Collaboration with clients

More than 1,190 Fund Houses with Global

Distribution Agreements (GDAs) in place

Fostering responsible investment

Clients

907 employees

- Full-time employees ranging from digital

specialists to platform back-end specialists

and independent data scientists

- Dedicated client service managers, servicing

clients in 62 countries

- Employees in our global sales and marketing

team, with capabilities in 10 languages

Diverse and talented people

Human capital

Innovative technical assets

- Wide range of digital products with wide market reach

- Tailor-made platforms in Channels, Processing,

and Data

- Proprietary IP on Blockchain technology

Data-centric platform

- Unique cloud-based platform with full historical

- Core operational processes being shifted to Data Lake

- Data as a source of value for clients and internal

process optimization

Technology and

innovation

Continued market

share gain

Perpetuating the

flywheel effect

Further expansion and

monetisation of digital

value-added proposition

Margin resilience

Realisation

of operating efficiencies

through scale effects

Pursue strategic,

value-accretive acquisitions

Read more on page 24 and 25

1. Normalised free cash flow is defined as profit /(loss) for the year after tax, excluding net interest expense, tax credit /(expense), and depreciation and amortisation, adjusted to exclude separately

disclosed items, impairment losses, losses on disposal and amortisation of intangible assets acquired as a result of business combinations, net of Underlying capital expenditures, rental expenses, net

interest expense and normalised cash tax expense based on 29.5% cash tax rate over Adjusted PBT.

IFRS EBITDA

€254m

2020 PF: €199m

29www.allfunds.comAnnual Report 2021

STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

Addressable market

The wealth management industry is more than 200 years old, yet

it is only within the last 20 years that traditional business models

have begun to shift in response to massive digital and regulatory

disruption across the value chain.

The traditional wealth management landscape is characterised by

a fragmented patchwork of providers and legacy systems, which

Allfunds believes leads to sub-optimal outcomes for both

Distributors and Fund Houses. As such, Allfunds has set out

to fundamentally change the industry by building a single fully

integrated global platform, providing Fund Houses with a single

point of access to the largest global distribution network.

There are four main wealth distribution channels through which

to reach retail investors:

i. closed, or captive, architecture (Distributors selling only or

predominantly their own funds and investment products);

ii. open architecture in-house, or Distributor-delivered

(Distributors selling third-party funds but without the use

of a fund platform);

iii. open architecture outsourced, or intermediated B2B

(Distributors selling third-party funds through a B2B wealth

platform such as Allfunds); and

iv. direct-to-consumer (D2C) (Fund Houses that reach retail

investors via third-party D2C platforms). Unlike in the United

States, where D2C is the predominant distribution channel, in

Europe wealth distribution relies mainly on Distributor-delivered

and intermediated B2B channels (for example, banks, insurers,

independent financial advisers).

Market review

A fund platform today is no longer simply an intermediary linking

Fund Houses and Distributors. Full-service fund platforms have

moved beyond simply facilitating distribution agreements. Allfunds

defines the fund platform distribution market as the portion of

household wealth pertaining to investable financial assets that are

invested in mutualised vehicles and distributed via captive asset

managers or open architecture platforms.

According to Allfunds’ estimates, using underlying data from

independent third parties, the total fund platform distribution

market was estimated to be €14.5 trillion at the end of 2019 based

on AuA. Of this €14.5 trillion, €8.5 trillion refers to the captive fund

platform market, €6.0 trillion to B2B open architecture platforms,

and the remaining €0.4 trillion pertains to D2C platforms. The

figures for Allfunds’ addressable market are limited to the

geographies in which it currently has Distributors (including

Europe, Asia, the Middle East, the United States offshore market

and Latin America).

Allfunds believes that growth in the core B2B outsourced open

architecture platform market is driven by predictable and

sustainable secular trends, including household wealth, combined

with penetration of financial assets, open architecture and

outsourcing. Total AuA growth based on management sizing

of the market using third-party data is expected to be c. 9%

from 2019 to 2024.

Allfunds operates within the wealth management value chain that

continues to grow at an astonishing rate and Allfunds’ total fund platform

distribution market is estimated to be worth at least €14.5 trillion.

We believe we are perfectly placed to capture this revenue opportunity.

Market review

30 Annual Report 2021www.allfunds.com

Penetration-led market growth drivers

Various models of wealth distribution

Household

wealth

Captive

Exclusive sale of own funds

20-24E % CAGR

19-24E AuA TAM CAGR

Financial assets

penetration

Open in-house

Access to 3rd party funds via

multiple bilateral agreements

Open outsourced D2C

Direct to consumer platforms

Market share trendMarket share trendMarket share trendMarket share trend

Open architecture

penetration

Outsourcing

penetration

- Accelerating economic

growth

- Expansionary monetary

and fiscal policies

- Change in demographics

and population growth

- Wealth effect

- Attractiveness of financial

assets vs real estate

- Shift to pensions/savings

- Third-party funds offer

outperformance and

broader diversification

- Regulatory pressure for

increased transparency

(for exmaple, MiFID II)

- Distributors expanding

offering

- Cost pressure

- Strength of third-party

platform value proposition

- Increasing administrative,

compliance and

data requirements

EU EU Allfunds

43%

41%

UK US US/UK

70%

65%

Financial

assets

Open

architecture

Captive

Other Captive

Open

in-house

Open

outsourced

57% 24% 16% 3%

Retail/Institutional Investor

Fund Distributor

Retail/Institutional Investor

Fund Distributor

Retail/Institutional Investor

Fund Distributor

Retail/Institutional Investor

D2C platform

3rd party funds

In-house

Fund House

In-house

Fund House

In-house

Fund House

3rd party

platform

Access to 3rd party funds via

a single 3rd party platform

31www.allfunds.comAnnual Report 2021

STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

Increasing wealth and savings

Wealth growth has proven its resilience in weathering crises, as

personal financial wealth globally has nearly tripled over the last

20 years and is expected to continue growing in the coming years.

According to market data, despite 2020 growth having been flat

as a result of the COVID-19 pandemic crisis, the global wealth

management market is expected to continue to grow at 3% per

annum, reaching a total market size of €125 trillion by 2024.

Outsourcing and preference

for open architecture

Our clients, both Fund Houses and Distributors, have started to

shift towards lower-cost operating models by outsourcing more

activities (for example, back-office, portfolio tools and analytics,

regulatory and legal services) to fund platforms.

Increased levels of outsourcing and relying more on open

architecture levels have allowed our clients to not only deal with

increasing regulatory pressure, but also to help accommodate

higher investor demand for performance and diversification.

In addition, end investors continue to show increasing demand for

access to open architecture fund products as they look for breadth,

choice and best performance at lowest cost and regulation has also

driven this change. The continued shift from captive and closed

models to guided and open architecture is leading to an increased

need for platform outsourcing solutions and more sophisticated

wealth offerings including advice and planning capabilities to

provide value-add to end investors. It also provides Distributors

with greater transparency and increased cost efficiencies,

particularly for smaller Distributors who cannot develop

these tools in-house.

Preference for passive vs active

investment

The industry has experienced shifting consumer preferences

to passive funds and exchange-traded funds (ETFs) have put

pressure on fund management fees.

Passive funds are UCITs (Undertakings for Collective Investment

in Transferable Securities) where the portfolio of assets mirrors

the components of a specified index or similar pool of assets

and is not actively managed by a Fund House. The amount of

assets under administration on the Group’s platform attributable

to passive asset classes and ETFs remains relatively small

compared to total AuA on the Group’s platform (at approximately

6% of AuA as of 31 December, 2021), but may increase in the future

and may thus place downward pressure on the size of management

fees accepted in the market. Fund platforms have been and may

continue to be affected by the trends outlined.

ESG focus

Fund Houses are experiencing increased pressure from investors

to include more ESG criteria into their investments, leading to

additional work and costs to consider and report on such ESG

criteria. Conversely, demand from end investors to de-carbonise

their investment portfolio has created the ability for asset managers

to market both active and passive ‘green funds’, representing a

unique opportunity to promote and accelerate the change in the

industry for a better, more responsible investment.

Read more on page 34

Market trends

Our DNA is about evaluating and anticipating market dynamics to remain

at the forefront of innovation and to take full advantage of favourable

market trends.

Market review continued

32 Annual Report 2021www.allfunds.com

Technology trends

Technology is disrupting the wealth industry primarily

in terms of how services and products are bundled

and offered.

Functions across the value chain used to be clearly

defined, but with new technology and data (e.g.

blockchain) that is no longer the case.

This opening up of the value chain has given way to

increased competition across all services and products.

However, given that Allfunds operates across the

entirety of the value chain and continues to build its

offering (e.g. sub-advisory, blockchain), technology

disruption presents an opportunity more than a threat.

At the core of Allfunds’ strategy is to remain at

the forefront of the development of the industry,

developing new, high-technology products and

services and enhancing existing offering. Allfunds

has a track record of anticipating clients’ changing

needs and adapting to emerging technological trends

(Allfunds Connect, Allfunds Blockchain and the

sub-advisory platform).

We are consistent in reinforcing our digital core through

upskilling and hiring new highly qualified professionals.

In the last 4 years we have increased in more that 20%

our employees with engineering and technological

profiles. We are also working in more than 200 digital

projects with different technologies, empowering us as

drivers of innovation and leading the WealthTech

industry transformation.

We are building a unique technological talent platform

to attract and retain the best talent.

Blockchain

At Allfunds, we have long recognised that blockchain

innovations have the potential to disrupt the global

asset management value chain by, among other things,

de-risking, streamlining and speeding up processes

while potentially disintermediating some actors within

the industry.

In order to capitalise on the opportunities presented

by blockchain technologies, in 2018 we commenced

the development of our Allfunds Blockchain offering.

As of December 2021, the Group is not generating any

revenues from Allfunds Blockchain, although it has

recently announced in 2022 the successful execution

of the first tokenised fund in the Spanish industry

that uses Allfunds Blockchain technology, within the

framework of Spain’s Regulatory Sandbox initiative

and has started monetising its proprietary solution

FAST, an innovative technology for the fund industry

to reduce time and all current dealing inefficiencies

around stock transfer activity, with clear benefits for

the final investor.

Increased regulation

Our clients are facing continued regulatory pressure to increase

transparency, particularly with regards to fees charged to investors

and/or received from third parties. The increased costs of regulatory

compliance are putting pressure on cost-income ratios of banks.

In addition, greater transparency with regard to fees is driving

investor demand away from higher-cost captive or closed

architecture funds to lower-cost open-architecture funds, which

also places pressure on Distributors’ profits as they retain lower

margins on open-architecture funds. Lower profit margins and

investor demand is leading Distributors to increase levels of

outsourcing in various areas of their activities to lower-cost

third-party providers.

Due in large part to regulatory changes driving increased

transparency to end investors, the asset management industry

has shifted and continues to shift away from higher-margin fees

based on negotiated rebates, and certain jurisdictions, including

for example, the United Kingdom and Switzerland, have imposed

bans or caps on these negotiated rebates. The significant majority

of Allfunds’ business has already shifted away from fees based on

negotiated rebates as a result of the implementation of MiFID II

in the European Economic Area.

Consolidation in the sector

The previously highly fragmented fund platform industry in Europe

has undergone consolidation over the last three years with fewer

players representing a higher market share.

We anticipate this trend of mergers and consolidations in the fund

platform services industry in Europe to continue. As part of our

strategy, we expect to continue to focus on selected potential

opportunities that will allow us to compete more effectively and

help us enhance, complement or expand our product and service

offerings, strengthen our value proposition to clients and expand

our global footprint to gain access to new markets.

Our response to market trends

As one of the world’s leading B2B WealthTech, Allfunds is well

positioned to respond to any market trend.

We have the capabilities to benefit from large and high-growth

market underpinned by open architecture penetration and

outsourcing. We have demonstrated that we can adapt quickly

to evolving demand or regulatory trends, while maintaining a

resilient business model. Finally, our innovative approach gives

us the flexibility to capture the zeitgeist of client demand trends

and can drive step-changes in business contribution.

33www.allfunds.comAnnual Report 2021

STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

Our ESG

approach

At Allfunds, we believe in the right balance

between economic, social, ethical and

environmental aspects to achieve business

long-term sustainability.

Environmental, Social, and Governance

principles are applied to our day-to-day

operations and business development. In

order to progress and be at the forefront,

we seek to integrate the maximum standards

applicable to our business and take into

account our stakeholders demands.

Environment

Sustainable development is a priority for

the Allfunds Group, thereby determining

its commitment to environmental

protection and to fighting against

climate change.

Allfunds Group is mindful of the risks

that a direct environmental impact can

have on the environment arising from

the use of natural resources in its internal

operations, while at the same time

continually analysing the possible

indirect impact that its banking and

finance activity may have.

As part of the Company’s commitment

to the environment, the Group has

a Climate Management Policy and

has implemented ISO 14001 at

the headquarters in Madrid, and plan

to extend to other offices.

Allfunds identifies the environmental

aspects and impacts associated with the

services provided in accordance with the

organisation’s environmental aspects

assessment procedure.

Our ESG approach

34 Annual Report 2021www.allfunds.com

Carbon footprint

Allfunds calculates the carbon footprint of the Group according to the ISO

14064:2018.

It should be noted that the Company has few direct emissions (Scope 1) coming

from any fuel consumption at any of Allfunds’ sites (natural gas, diesel boilers).

The indirect emissions (Scope 2) are due to electricity consumption in buildings.

The Group only calculates the Scope 3 in Spain where it has the headquarters but

is working to have it at a global level.

The intensity ratio of emission for the Group in 2021 was 0.04 tCO

eq/employee,

and in UK 0.15 tCO

eq/employee.

Reduce-Reuse-Recycle

Allfunds’ activities generate waste such as paper and cardboard, plastic, organic

waste, toners, alkaline batteries, fluorescent bulbs and obsolete IT equipment.

Allfunds is registered as a small waste producer and has contracts with authorised

waste managers for the proper collection and management of waste paper,

cardboard, toners and oil at the Madrid site. In the other centres, we work with

the building owner for the proper management of waste.

Natural resources

Water consumption is sourced from the general public sewerage network where

Allfunds has a presence. Allfunds calculates water consumption in total and for

each of the work centres where there is a metre, as, in most centres, water

consumption is included in the cost of renting the buildings occupied by Allfunds.

Allfunds records and monitors the paper consumption of all work centres. Thanks

to different initiatives and Allfunds’ digitalisation process, the paper consumption

trend is decreasing and this is expected to continue in the future.

With regard to electricity, Allfunds consumes energy from the general electricity

grid. In this regard, it should be noted that the energy supplied to 8 major centres

in 2021 was of 100% renewable origin. Various energy efficiency measures have

been promoted, such as the replacement of IT equipment and lighting, along with

awareness campaigns.

Environmental training and awareness campaigns

One of Allfunds’ environmental commitments included in the Environmental

and Climate Change Policy is to carry out campaigns to raise awareness and

disseminate good environmental practices to all staff. In line with this,

environmental news has been published on the Allfunds intranet, in the

environment section, corresponding to world environmental days and specific

environmental awareness campaigns.

19.12 tn

Paper recycled

530.7 kg

Waste from Electrical

and Electronic

Equipment (WEEE)

recycled

29 kg

Lamps and bulb

recycled

54 units

Batteries recycled

Policies, certifications and procedures

- Environmental and Climate Change Management Policy

- Environmental Management System Manual

- Certificate Environmental Management System Manual

- ISO 14001 Certification (HQ)

- Carbon Footprint Certification (HQ)

- Allfunds Environmental Programme

- LEED Certification (HQ)

Water consumption

3,343.08 m

(-2.9% variation

vs 2020)

Paper consumption

(number of sheets)

165,343

(-67% variation

vs 2020)

Electricity

consumption

1,132.4MWh

(-9.2% variation

vs 2020)

93%

of energy consumption

coming from renewal

sources (Spain, UK,

Luxembourg,

Switzerland, Poland,

Chile and Singapore)

Emissions in tonnes of CO

equivalent

7.31

Global: Scope 1

30.39

Global: Scope 2

7.31

UK: Scope 1

UK: Scope 2

35www.allfunds.comAnnual Report 2021

STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

Human capital

For Allfunds, human capital is the heart

of the Company’s strategy. Our people

drive business success through Allfunds’

high performance culture as we are

focused on continuous improvement,

achievement of objectives and

customer service.

Overcoming challenges in a context of

strong internal growth and geographic

expansion means giving maximum

relevance to the capability to attract

and retain the best talent.

With this purpose, the Company works

with processes designed to recruit,

onboard, develop and provide the right

work environment to facilitate the people

who are part of Allfunds to thrive.

The nature of the activity carried out by

the Company means that its workforce

must be permanently growing to offer

support to emerging business

requirements, which is only possible

with solid human talent management

that promotes excellence, innovation,

high ethics values and meritocracy

as strategic lines.

Employment

Allfunds commits to responsible and sustainable

employment; access to quality employment,

underpinned by a decent wage and fair working

conditions, is the foundation of work-life balance.

As of 31 December, 2021, Allfunds employed

approximately 765 permanent employees, with

a headcount of 861 direct employees ; an increase

of 3.2% during 2021.

The Group has collective bargaining agreements

applicable to its employees in Spain, Italy, Luxembourg

and France, which cover approximately 66.7% of

the Group’s workforce as of 31 December, 2021. To

date, the Group has not experienced a labour-related

work stoppage.

Remuneration

Employee remuneration is key to attracting

and retaining the best talent globally. Allfunds

Remuneration Policy, approved by the Board

of Directors and periodically assessed by the

Remuneration and Appointments Committee,

establishes principles and guidelines to ensure

that each position within the organisation is

appropriately remunerated, based on experience,

level of responsibility and contribution of value,

without losing sight of internal equity and external

competitiveness. The Policy also provides for

mechanisms to ensure that exceptional results

and levels of performance are appropriately

rewarded, always aligned with company strategy.

Learning and development of talent

The Company has a Training and Development

Policy, which includes actions and measures aiming

to provide added value to employees and ensuring

the highest levels of technical competence and

employability.

Main goals are:

- Development of each individual to leverage

and expand their competencies and roles

- Creation of opportunities for growth and

development within the Company to leverage

internal potential and knowledge

- Development of a talent pool as a basic tool

for a successful succession plan

Total employees

907

Direct employees

end of the year*

861

(3.2% variation

vs 2020)

Direct employees

with permanent

contract

89%

Adj. Personnel

expenses

€94.7m

Hours of training

>8,460

Our ESG approach continued

* All the breakdown analysis showed in pages 36-41 and 46-47, related to human capital, are referred to direct

employees (excluding external fixed-term and contractors).

36 Annual Report 2021www.allfunds.com

Equal opportunities and diversity

Allfunds’ Human Resources policies are based on

principles of equality, non-discrimination and respect

for diversity.

Allfunds has a Gender Equality Plan, which was

approved in December 2020 and runs until

December 2024. A permanent follow-up Committee

was set up in order to evaluate and analyse on an

annual basis the initiatives included in the plan

(through monitoring indicators) and, if required, to

propose improvements.

Allfunds has also a Diversity and Inclusion Policy that

establishes measures regarding the different stages

of the employee life cycle ie recruiting and access to

employment; training, promotion and development;

culture, communication and image; remuneration;

and work conditions.

Work-life balance and social benefits

Allfunds has the following policies and measures

in place to improve the quality of employees and

their families:

- Flexible working hours

- Global Parental & Work-life Balance Policy

- Digital Disconnection Policy

- Back to Office Policy

- Most of Allfunds´employees have the possibility

to access childcare benefits

Occupational Health and Safety

Our H&S Policy reflects Allfunds´ commitment to

provide and maintain a safe and healthy working

environment for employees, visitors and all persons

using our facilities. Compliance with legislation is a

prerequisite, and where possible also implementing

minimum standards with a focus on further reducing

any significant occupational health and safety risks.

In addition to applying our own health and safety

measures, we ask third parties conducting business

with us or operating on our premises to consider

health and safety matters too, and all contractors

are required to comply with our health & safety

guidelines when dealing with us. In order to do so,

management of Allfunds, starting from the Board,

promote employees’ health and safety.

Allfunds monitors, measures and reports health

and safety performance on a regular and ongoing

basis, involving and informing staff delegates in

those places where they have representation.

A Workplace Accident procedure is in place to

investigate incidents, search for the causes of the

event and to implement corrective measures that

eliminate or reduce the potential recurrence.

Allfunds has no positions in the organisation that are

classified as having a high risk of accidents and/or

illness related to their activity.

Accidents or illness

related to activity

Women

395

(45.8% total direct

employees)

Women by

professional

category:

16%

executive

40%

manager

48%

professional

Nationalities:

Employees between

30 and 50 years old:

553

(64% total direct

employees)

Policies and procedures

- Remuneration Policy

- Learning and Development Policy

- Professional Career Plan

- Gender Equality Plan and a Diversity and Inclusion Policy and Protocol for Prevention and Action against harassment

- Global Health, Safety and Wellbeing Policy and Workplace Accident Procedure

- Recruitment Policy

37www.allfunds.comAnnual Report 2021

STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

Community involvement—Allfunds

Charity Fund

The Allfunds Charity Fund was founded in 2015 with

the idea of providing assistance to the development

and training of the underprivileged through

donations. It is based on the principle of good faith,

to be applied rigorously, in all global aid projects

using voluntary donations from individuals,

companies and from Allfunds itself.

The Allfunds Charity Fund's functional goal is to

contribute to social development and carry out social

projects that benefit people. It makes firm

commitments to help the development of the local

communities in which Allfunds conducts its business

as well as in other places in need of assistance.

€192,836

Investment in

the community

285

Employees involved in

volunteer activities

Supported

foundations/non-profit

associations

Social

Allfunds carries out its activities taking

into account their social impact, with the

aim of taking advantage of opportunities

to contribute to the sustainable

development of the communities in

which it operates, and of other

particularly vulnerable communities.

Allfunds considers its main social

contribution to be the development of a

business activity that, based on the

strictest ethics, legality and respect for

the environment, contributes to the

creation of wealth and employment.

For this reason, the most important

matters that the Company is focused are:

- Community involvement

- Supplier management

- Sustainable investment

- Fiscal responsibility

Our ESG approach continued

38 Annual Report 2021www.allfunds.com

1,063

Suppliers

€17m

Supplier expenses

(94% are local)

27.9

Average days payable

supplier ratio

21,626 ISINs

according to articles 8

and 9 of the SFDR (18%

of total available at

Allfunds)

Taxes paid in 2021

€116.9m

Supplier management

Allfunds has a procedure for the approval and

evaluation of suppliers, which establishes the

guidelines and principles to be considered

acceptable in the process of selecting new suppliers

to provide any type of products or services. This

includes the alignment of the supplier with the

values and ethical principles of good governance and

corporate social responsibility of Allfunds and it is

revised periodically.

This procedure complies with the UK Modern Slavery

Act 2015 and is mandatory for any supplier wishing

to be part of the Allfunds supply chain.

In addition, the supplier selection procedure includes

the express and documented acceptance of the

Supplier Code of Conduct, and suppliers must sign a

document acknowledging they have received the

Code of Conduct.

Sustainable investment

Allfunds is committed to Socially Responsible

Investment and adheres to the United Nations

Principles for Responsible Investment (PRI), thereby

undertaking to consider environmental, social and

governance (ESG) aspects in the Company’s

investment services.

The Company has :

- A dedicated investment consultant team

analysing funds with ESG criteria

- A Digital Selector, a fund selection tool that takes

sustainability requirements into account in the

selection of investment products that has been

developed in-house

- Partnered with companies providing ESG

information of funds and their impact through

the Connect platform (Clarity AI, Morningstar)

Fiscal Responsibility

Allfunds has a tax strategy in line with the principles

of integrity, transparency and prudence, and fosters

a relationship with the tax authorities based on trust,

good faith, professionalism, collaboration, loyalty

and reciprocity.

Policies and procedures

- Allfunds Charity Funds Policy

- Crowdfunding platform

- Supplier Selection Procedure

- Supplier Code of Conduct

- Modern Slavery Act applied to supplier

- Responsible Investment Policy

39www.allfunds.comAnnual Report 2021

STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

Training

The Regulatory Compliance Unit coordinates training

for Allfunds employees on conduct (alignment with

the ethical standards and principles of conduct that

Allfunds employees must observe) and Corporate

Defence (knowledge of the Corporate Defence

model, the list of potential criminal offences that

could affect the Company’s activity, the existence of

appropriate channels for reporting unethical conduct

or illegal behaviour), Prevention of Money

Laundering and Financing of Terrorism (knowledge

of the detection and prevention measures in place),

Privacy (knowledge of the necessary measures in the

processing of data and information) and Regulations

applicable to the securities market.

Communication and whistleblowing

channels

Allfunds provides staff with channels for consulting

and/or reporting cases in which a breach of the

General Code of Conduct is detected or suspected

(by emailing [email protected]

and through the whistleblowing channel on the

Allfunds intranet in the whistleblowing channel

section, both managed by the Regulatory

Compliance Unit).

Reports of harassment are also received through

the whistleblowing channel on the Allfunds

Corporate Intranet, which can be anonymous and are

in any case handled with due confidentiality and

without any reprisals against the complainant if they

have identified themselves. The Regulatory

Compliance Unit is responsible for handling the

complaints received.

Allfunds also has a generic communication

channel for third parties in the contact section

of the Allfunds website.

During 2021, there were no reports of human

rights abuses at Allfunds and therefore no measures

to mitigate, manage and redress potential abuses

were necessary.

Human rights

Allfunds respects human rights and

recognises their importance and

universality. It ensures that human rights

are respected in all operational contexts

and works to establish collaborative

frameworks that never allow human

rights violations to occur.

Allfunds has adhered to the 10 principles

of the United Nations Global Compact

and its policies are aligned with main

international initiatives (International Bill

of Human Rights, ILO Declaration on

Fundamental Principles and Rights at

Work, UN Guiding Principles on Business

and Human Rights, OECD Guidelines for

Multinational Enterprises).

Allfunds has different policies and

procedures to respect human rights within

its Compliance System

The Compliance Monitoring Programme, in

application of the Corporate Defence model,

collects and supervises the control measures

defined in the organisation to prevent risks of

human rights violations.

- Corporate Social Responsibility Policy, which

includes the commitment to contribute to the

effective practice of fundamental labour rights in

each country in which Allfunds employs people.

These rights include the elimination of all forms

of forced or compulsory labour, the effective

abolition of child labour, and equal opportunities

and access to promotion and career

advancement, training and any social benefits

provided by the Company.

- Supplier Code of Conduct, which aims to align the

decision-making process based on Allfunds’

leadership, ethical and socially responsible values,

in accordance with the seven principles of social

responsibility included in the ISO 26000

standard: accountability, transparency, ethical

behaviour, respect for stakeholder interests,

respect for the rule of law, respect for

international norms of behaviour and respect for

human rights.

Policies and procedures

- General Code of Conduct and whisleblowing channels

- Compliance Monitoring Programme

- CSR Policy

- Supplier Code of Conduct

New suppliers that

have confirmed to

respect human

rights

100%

Employees trained

about General Code

of Conduct

88%

Confirmed incidents

of human rights

abuses

Our ESG approach continued

40 Annual Report 2021www.allfunds.com

Anti-corruption

and anti-bribery

Allfunds has a firm commitment to legality

and ethical principles, especially

evidenced in terms of corruption. Allfunds

does not tolerate any form of corruption

practices and the Company has developed

a series of policies and procedures to

prevent and control them.

- Anti-Corruption and Gifts and Invitations Policy,

which clearly establishes the criteria and

principles of action to be followed by employees

in any of their professional relations with

Allfunds, to ensure compliance with the

Anti-Corruption Regulations and, specifically,

regarding gifts, invitations, commissions,

remuneration, income, advantages, or benefits,

which is mandatory and additional to the General

Code of Conduct.

- Code of Conduct in the Securities Market and

Conflict of Interest Management Policy, which

establishes the guidelines for avoiding and

managing potential conflicts.

To combat money laundering, Allfunds has a Manual

for the Prevention of Money Laundering and the

Financing of Terrorism (AML), which covers the

concepts, guidelines and directives that employees

must observe in the performance of their activities,

as well as the control measures implemented. In the

2021 year-end assessment exercises, the inherent

and residual money laundering risk was considered

to be low, with satisfactory controls.

Training

Allfunds staff receive training on the General Code of

Conduct and the Corporate Defence model as well as

on Anti-Money Laundering, on an annual basis, in

addition to other specific courses depending on the

functional area and geographical location.

Complaints received

through the

whistleblowing

channel:

Employees trained

about AML

89%

Confirmed incidents

of corruption

To prevent corruption and

bribery, Allfunds has established

the following protocols:

- Allfunds General Code of Conduct, whose

purpose is to ensure professional, ethical and

responsible conduct by the Allfunds Group. This

Code sets out the principles and values that must

govern the relationships between the Allfunds

Group and its stakeholders. It includes a section

on gifts, commissions or financial facilities, stating

that it is prohibited to give or accept any type of

income, commissions, gifts or invitations not

authorised by the procedures established by

Allfunds, or to take advantage of the position

held therein for one’s own benefit.

Policies and procedures

- General Code of Conduct and whistleblowing channels

- Compliance Monitoring Programme

- Anti-Corruption and Gifts and Invitations Policy

- Manual for the Prevention of Money Laundering and Financing

Terrorism

- Code of Conduct in the Securities Market

- Conflict of Interest Management Policy

41www.allfunds.comAnnual Report 2021

STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

Stakeholder

engagement

Board Section 172(1) statement

Directors have acted in the way that they considered,

in good faith, would be most likely to promote the

success of the Company for the benefit of its

members as a whole. This section forms the Board’s

Section 172(1) statement, describing how, in

discharging their duties, directors considered the

matters set out in Section 172(1)(a) to (f) of the UK

Companies Act 2006:

a. the likely consequences of any decision in

the long term,

b. the interests of the Company’s employees,

c. the need to foster the Company’s business

relationships with suppliers, customers

and others,

d. the impact of the Company’s operations on

the community and the environment,

e. the desirability of the Company maintaining

a reputation for high standards of business

conduct, and

f. the need to act fairly as between members

of the Company.

In respect of the duty in Section 172(1)(a), the Board

is committed to deliver Allfunds’ purpose to transform

the WealthTech industry and acknowledges that the

long-term success of the business depends on it

creating a positive impact on a wide variety of

stakeholders. Accordingly, directors have set a

long-term oriented strategy and have taken

decisions they believe best support its delivery.

The Strategic Report contains a description of

Allfunds’ strategy and business model and how they

contribute to long-term value creation for our

stakeholders. Subsection ‘Key focus areas in 2021’ in

section ‘Corporate Governance – Board of Directors’

further describes the main activities of the Board

carried out during the year and is incorporated by

reference into this Section 172(1) statement. All

Board decisions are driven by long-term

considerations, such as a new two-year period value

creation plan, the refreshed corporate purpose and

values, the envisaged Human Capital Strategic

Roadmap or the launching of the Long-Term

Incentive Plan.

Regarding the duty in Section 172(1)(b), the Board

recognises that employees are essential to the

delivery of our strategy and the achievement of our

corporate purpose. In supervising the general state

of corporate affairs, directors pay special attention to

people and seek to ensure that Allfunds remains a

responsible employer where employees can reach

their full potential and, in turn, ensure the long-term

success of the Group. Subsection ‘Key focus areas in

2021’ in section ‘Corporate Governance – Board of

Stakeholder engagement

42 Annual Report 2021www.allfunds.com

Directors’ further describes the main activities of the Board carried

out during the year with regard to Allfunds’ people. These include

the launching of a Human Capital Strategic Roadmap as well as

continued monitoring of talent management and development and

reward systems. The Chief People Officer is a member of the

Executive Committee and regularly reports to the Remuneration

and Appointments Committee, with onward escalation to the

Board where appropriate to ensure its adequate supervision of

people matters.

As for the duty in Section 172(1)(c), the Board is aware that Allfunds’

business cannot succeed without robust relationships with Fund

Houses and Distributors, who are at the heart of its strategy, as well

as with suppliers and other strategic partners. Directors receive

periodic updates on the evolution of the relationships with these

stakeholders and so supervise our engagement with them. In

particular, the consideration of Fund Houses and Distributors

current and future needs drives the Group’s action. Moreover, the

Code of Conduct sets out the principles that should govern each of

such relationships, which are based on Allfunds acting with

professionalism, honesty, integrity and independence. This Code

has been reviewed and updated by the Board in 2021.

With regard to the duty in Section 172(1)(d), the Board seeks to

ensure that environmental and social issues are integrated in the

corporate strategy and business model. Creating a positive impact

on wider society is inherent to our purpose of transforming the

WealthTech world. The Board monitors that this is given effect in

the day-to-day management of the business. The Strategic Report

describes our approach to ESG matters and our engagement action

during the year with society, as influenced by Board discussion and

decision-making.

In relation to the duty in Section 172(1)(e), the Board promotes

robust culture and values encouraging that all actions, attitudes

and behaviours at Allfunds meet the highest standards of business

conduct. Our corporate governance framework is periodically

reviewed by directors to monitor that legal and ethical standards

are achieved, and that Allfunds’ reputation reflects this. The Board

is provided with regular information on investors’ and analysts’

feedback to keep up to date on third parties’ impressions and

perception of our business. Directors also receive periodic updates

from internal control functions, which include feedback on the use

of our whistleblowing channels, so they are informed of material

business misconduct on a regular basis. Specific decisions made by

the Board during the past year in this area are further described in

subsection ‘Key focus areas in 2021’ in section ‘Corporate

Governance – Board of Directors’.

Finally, with respect to the duty in Section 172(1)(f), the Board

acknowledges that all members shall be treated fairly. Directors

seek to ensure that this principle underpins Allfunds’ engagement

with shareholders and the investor community, as reflected in the

contents of some internal regulations approved by the Board in

2021, namely the Dividend Policy, the Policy on Bilateral Contacts

with Shareholders and the Communications Policy. Further

information on how we engage with this group can be found in the

Strategic Report.

In discharging its Section 172 duties, directors recognise that having

a good understanding of the views and interests of the Group’s key

stakeholders will help them to deliver the Group’s strategy in line

with its purpose and to operate the business in a sustainable way.

To that end the Board has identified six groups of key stakeholders:

employees, clients, the investor community, regulators, business

partners and wider society. Depending on the decision in question,

the relevance of each stakeholder group may differ. Directors

acknowledge the importance of considering the impact on each of

those stakeholders, in order to balance their interests whilst

promoting the success of the Group’s business.

Stakeholder engagement is therefore embedded in all aspects of

the Board’s discussions and decision-making. The Board adopts a

variety of methods for engagement with different stakeholder

groups. The Board will sometimes engage directly with stakeholders

on certain issues, but stakeholder engagement is continual and

often takes place at an operational level. The broader business

engages with stakeholders regularly throughout the year, and in the

build-up to or during many projects or activities. The Board

regularly receives reports and considers and discusses information

from across the organisation to understand the impact of the

Group’s operations on, and the interests and views of, the Group’s

key stakeholders. As a result of these activities and the information

it receives, the Board has an overview of engagement with

stakeholders, and other relevant factors, which enables directors to

comply with their legal duty under Section 172 of the UK Companies

Act 2006.

Our engagement with stakeholders

We acknowledge that Allfunds’ long-term success

depends on our business creating value for a wide

variety of stakeholders. Therefore, we seek to ensure

that stakeholders’ interests and views are embedded

into our strategy and business model. To that end, we

have identified six groups of key stakeholders:

employees, clients, the investor community, regulators,

business partners and wider society.

This section contains a description of the main decisions

and actions taken during 2021 as part of Allfunds’

continuous engagement with each group of key

stakeholders, and it forms part of the Board’s Section

172(1) statement contained in this Annual Report.

43www.allfunds.comAnnual Report 2021

STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

Stakeholders Value creation proposition Engagement action Active dialogue Target

Employees

- Direct employees

(full time and part time)

- External employees (trainees, interns,

subcontractors, temporary agencies)

Expectations

- Stable employment and fair compensation

- Professional development and the correct

undertaking of their work through training activities

- Equal opportunities and treatment

- Work-life balance

- Safe and healthy work environment

- Attractive compensation package that ensures non-discrimination and

recognises experience and level of responsibility

- Training and Development to upskill employees and foster individual

development, to leverage and expand competencies and roles creating

opportunities for growth within the organisation

- Performance management process and feedback culture

- Definition of Allfunds’ Talent and Talent Identification process

- Diversity and Inclusion working environment in which all people are treated

with respect, dignity and equal conditions

- Work-life balance. Flexible working hours and digital disconnection measures

are in place to improve the quality of life of its employees and their families

- Global Health, Safety and Wellbeing Policy that aims to ensure adequate

resources, equipment and training for employees’ health and safety work

practices and activities according to applicable local legislations

- Launch of Human Capital Strategic Roadmap.

- LTIP implementation and review of variable

remuneration system

- Internal Mentoring Programme (expert managers

as mentors / high potential employees as mentees)

- Leadership Programmes to reinforce Allfunds’

leadership style mostly in middle management and

new managers

- Implementation of a learning platform that offers a

great variety of training that employees can deploy

“à la carte” with autonomy

- Introduction of the gamification methodology

in order to better engage employees in the

learning paths

- Talent management: offering internal development

opportunities within the organisation and

acknowledging them through our intranet

(vacancies covered internally and promotions)

- Allfunds intranet with CEO Corner

- Continuous feedback model

- Face-to-face meetings

- Video/audio conferences

- Allfunds website

- Event and conferences

- Collaborative tools

- Social media

- Surveys

- Newsletters

- Whistleblowing channel

- Retention plan for high potentials

- Succession plans

- HiPo Development Programme

- Engagement survey

- Employee experience

(employee value proposition /

employee journey)

- Classification model of internal roles

per level and type of contribution,

that provide value to Allfunds

Clients

- Fund Houses

- Distributors

Expectations

- Excellent service (transparency and traceability)

- Cybersecurity and data protection

- Support on compliance & regulatory framework

- Drive efficiency

- Improve sales

- Integration of ESG criteria in investments

- Provide Fund Houses with a better understanding of common clients’

distribution activities

- Connect businesses with international markets through digital solutions,

increasing control and reducing risks thanks to a global network

- Continuously working to innovate and develop digital solutions adapted

to clients’ needs

- Contribution to the ‘democratisation’ of investment opportunities by providing

access to premium products

- Information Security System that supports against possible threats, reducing

the damage caused by incidents, ensuring the continuity of its services, and

preserving the basic components of its security (confidentiality, integrity,

availability, traceability and resilience)

- Transform the WealthTech world, empowering them with a unique combination

of scale, experience and a digital mindset

- Net Promoter Scoring survey on Connect,

addressed to both Fund Houses and Distributors

- Net Promoter Scoring survey on Telemetrics, only

addressed to Fund Houses

- Webinars with subsequent satisfaction surveys

- Drawing on data from personal interactions at an

operational level

- Digital events

- Connect platform

- Face-to-face meetings

- Video/audio meetings

- Webinars/digital events

- Events and conferences

- Emails

- Surveys

- Advertising

- Customer service

- Expand the existing Connect

functionalities with new modules –

such as CID (Allfunds CRM tool), ESG

Fund Indicators, enhanced reporting

– with the goal of improving the

access to data

- Keep working on aligning our

services to our customers’ needs,

providing the required digital tools in

order to facilitate the onboarding

process to our clients and Fund

Houses (CID), improving reporting

through Telemetrics and increasing

efficiency via Nextportfolio

Investor community

- Shareholders

- Investors

- Rating agencies

- Analysts

- Proxy advisers

Expectations

- Accessible and transparent information

- Deliver on Allfunds’ investment case

- Good financial performance with a return

on their investment

- Creation of long-term value

- Long-term sustainable returns through attractive Adj. EBITDA margin and

share price appreciation

- Progressive dividend policy

- IPO process: analyst presentation, deep dive

meetings, pilot fishing and management

IPO roadshow

- Results presentation for 1H 2021 and 3Q

trading update

- Management roadshow on the back of 1H

2021 results

- Attendance at investor conferences throughout the

year (1-o-1 meetings, group calls, fireside chats, etc.)

- Ongoing dialogue through IR department:

mailing, 1-o-1 meetings, telephone, email

correspondence, etc.

- Shareholders Annual General Meeting in London

- Allfunds website – Investor section

- Reports and conference calls on

the semi-annual and annual

financial results

- Trading update and conference calls

each quarter

- Investor Relations communication

area: mailing list, telephone and email

- Full flexibility for 1-o-1 meetings and

ad-hoc calls

- Investor conferences, sales force

meetings and fireside chats

- Roadshows during the year on the

back of results

- Achievement of strategic goals

and results

- Adjusted EBITDA margin 73% – 75%

- Dividend policy with pay out ratio of

20%-40% of adjusted net income

Stakeholder engagement continued

44 Annual Report 2021www.allfunds.com

Stakeholders Value creation proposition Engagement action Active dialogue Target

Employees

- Direct employees

(full time and part time)

- External employees (trainees, interns,

subcontractors, temporary agencies)

Expectations

- Stable employment and fair compensation

- Professional development and the correct

undertaking of their work through training activities

- Equal opportunities and treatment

- Work-life balance

- Safe and healthy work environment

- Attractive compensation package that ensures non-discrimination and

recognises experience and level of responsibility

- Training and Development to upskill employees and foster individual

development, to leverage and expand competencies and roles creating

opportunities for growth within the organisation

- Performance management process and feedback culture

- Definition of Allfunds’ Talent and Talent Identification process

- Diversity and Inclusion working environment in which all people are treated

with respect, dignity and equal conditions

- Work-life balance. Flexible working hours and digital disconnection measures

are in place to improve the quality of life of its employees and their families

- Global Health, Safety and Wellbeing Policy that aims to ensure adequate

resources, equipment and training for employees’ health and safety work

practices and activities according to applicable local legislations

- Launch of Human Capital Strategic Roadmap.

- LTIP implementation and review of variable

remuneration system

- Internal Mentoring Programme (expert managers

as mentors / high potential employees as mentees)

- Leadership Programmes to reinforce Allfunds’

leadership style mostly in middle management and

new managers

- Implementation of a learning platform that offers a

great variety of training that employees can deploy

“à la carte” with autonomy

- Introduction of the gamification methodology

in order to better engage employees in the

learning paths

- Talent management: offering internal development

opportunities within the organisation and

acknowledging them through our intranet

(vacancies covered internally and promotions)

- Allfunds intranet with CEO Corner

- Continuous feedback model

- Face-to-face meetings

- Video/audio conferences

- Allfunds website

- Event and conferences

- Collaborative tools

- Social media

- Surveys

- Newsletters

- Whistleblowing channel

- Retention plan for high potentials

- Succession plans

- HiPo Development Programme

- Engagement survey

- Employee experience

(employee value proposition /

employee journey)

- Classification model of internal roles

per level and type of contribution,

that provide value to Allfunds

Clients

- Fund Houses

- Distributors

Expectations

- Excellent service (transparency and traceability)

- Cybersecurity and data protection

- Support on compliance & regulatory framework

- Drive efficiency

- Improve sales

- Integration of ESG criteria in investments

- Provide Fund Houses with a better understanding of common clients’

distribution activities

- Connect businesses with international markets through digital solutions,

increasing control and reducing risks thanks to a global network

- Continuously working to innovate and develop digital solutions adapted

to clients’ needs

- Contribution to the ‘democratisation’ of investment opportunities by providing

access to premium products

- Information Security System that supports against possible threats, reducing

the damage caused by incidents, ensuring the continuity of its services, and

preserving the basic components of its security (confidentiality, integrity,

availability, traceability and resilience)

- Transform the WealthTech world, empowering them with a unique combination

of scale, experience and a digital mindset

- Net Promoter Scoring survey on Connect,

addressed to both Fund Houses and Distributors

- Net Promoter Scoring survey on Telemetrics, only

addressed to Fund Houses

- Webinars with subsequent satisfaction surveys

- Drawing on data from personal interactions at an

operational level

- Digital events

- Connect platform

- Face-to-face meetings

- Video/audio meetings

- Webinars/digital events

- Events and conferences

- Emails

- Surveys

- Advertising

- Customer service

- Expand the existing Connect

functionalities with new modules –

such as CID (Allfunds CRM tool), ESG

Fund Indicators, enhanced reporting

– with the goal of improving the

access to data

- Keep working on aligning our

services to our customers’ needs,

providing the required digital tools in

order to facilitate the onboarding

process to our clients and Fund

Houses (CID), improving reporting

through Telemetrics and increasing

efficiency via Nextportfolio

Investor community

- Shareholders

- Investors

- Rating agencies

- Analysts

- Proxy advisers

Expectations

- Accessible and transparent information

- Deliver on Allfunds’ investment case

- Good financial performance with a return

on their investment

- Creation of long-term value

- Long-term sustainable returns through attractive Adj. EBITDA margin and

share price appreciation

- Progressive dividend policy

- IPO process: analyst presentation, deep dive

meetings, pilot fishing and management

IPO roadshow

- Results presentation for 1H 2021 and 3Q

trading update

- Management roadshow on the back of 1H

2021 results

- Attendance at investor conferences throughout the

year (1-o-1 meetings, group calls, fireside chats, etc.)

- Ongoing dialogue through IR department:

mailing, 1-o-1 meetings, telephone, email

correspondence, etc.

- Shareholders Annual General Meeting in London

- Allfunds website – Investor section

- Reports and conference calls on

the semi-annual and annual

financial results

- Trading update and conference calls

each quarter

- Investor Relations communication

area: mailing list, telephone and email

- Full flexibility for 1-o-1 meetings and

ad-hoc calls

- Investor conferences, sales force

meetings and fireside chats

- Roadshows during the year on the

back of results

- Achievement of strategic goals

and results

- Adjusted EBITDA margin 73% – 75%

- Dividend policy with pay out ratio of

20%-40% of adjusted net income

45www.allfunds.comAnnual Report 2021

STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

Stakeholders continued Value creation proposition Engagement action Active dialogue Target

Regulators

- Public authorities and supervisors

- Policymakers and legislators

- Industry forums and working groups

Expectations

- Compliance with applicable regulations and

best standards

- Constructive relationships with regulators and

responsiveness to authorities’ requests

- Quality, transparency and timeliness in reporting

- Robustness of internal governance systems

and documentation

- Tone from the top culture of integrity

and accountability

- Proactive follow-up of regulatory agenda and

contribution to industry policy-making

- Payment of applicable taxes and social

security contributions

- Allfunds’ governance framework reflects applicable regulations and best

standards and seeks to ensure excellence, robustness and prudence in

business management

- Allfunds’ governing bodies monitor and foster strong regulatory relationships

at all levels of the organisation and across all business areas

- Regulatory Compliance Monitoring System aims to ensure compliance with

regulations and internal policies

- Internal Audit function provides the Board of Directors and senior management

with a reliable and independent assessment of the effectiveness of controls

designed to mitigate the significant risks affecting the business

- The Risk Management System identifies, measures, controls, mitigates and

communicates Allfunds’ financial and non-financial risks, including legal

and regulatory

- Allfunds participates in public and private industry forums and working groups

that support the development of appropriate regulatory frameworks

- Tax strategy is in line with the principles of integrity, transparency and

prudence, and fosters a relationship with the tax authorities based on trust,

good faith, professionalism, collaboration, loyalty and reciprocity

- Revised governance framework adapted to new

condition of listed parent company

- Adherence to the Dutch Corporate

Governance Code

- Close interaction with supervisors and agile and

transparent response to regular routine inspections

conducted by several authorities

- Special supervisory milestones: IPO prospectus

authorised by AFM, merger of Sweden and

Luxembourg subsidiaries

- Participation in Spanish Regulatory Sandbox

project for the Tokenisation of Investment Funds

- Allfunds website

- Allfunds periodic public reporting

- Regulators’ official and informal

communication channels

- Face-to-face and virtual meetings

- Webinars

- Events and conferences

- Use the Annual Report and

the website as primary forms

of disclosure

- Review and enhance the intuitiveness

of the website’s map

- Achieve the Alexander-Hampton and

Parker Review diversity targets

- Closely monitor and adapt to

climate-related regulatory initiatives

Business partners

- Strategic business and

technological partners

- General suppliers

- Advisers and consultants

Expectations

- Mutually beneficial and impactful partnerships

- Reciprocal and balanced agreements

- Loyalty and long-term relationships

- Ongoing communications and cultivated trust

- Flexible and innovative mindset

- Respect for laws and regulations

- Fulfilment of obligations and on-time payments

- The Group core values of excellence, accountability, empowerment and

inspiration drive all relationships with partners

- Allfunds’ partnerships are aimed at transforming the WealthTech industry and

thus enhancing the entire distribution chain for the benefit of all parties

- The Group gives public recognition to partners and their contributions

- The Group promotes respect and protection of human and labour rights

- Allfunds’ Code of Conduct seeks to ensure that suppliers are chosen with

transparency and equal treatment and based on objective, weighted and

ethical criteria

- Revised Outsourcing Policy and Supplier

Selection Procedure

- Average payment term to suppliers of 27.9 days

- Several partnerships announced (ConsenSys)

- Face-to-face and virtual meetings

- Webinars

- Events and conferences

- Emails

- Surveys

- Full flexibility for 1-o-1 meetings and

ad-hoc calls

- Investor conferences, sales force

meetings and fireside chats

- Roadshows during the year on the

back of results

- Follow-up on, and prepare for the

enactment of, the proposed EU

Directive on corporate sustainability

due diligence

Society

- Non-governmental organisations

(NGOs)

- Media

- Opinion leaders

- Civil society

- Environment

Expectations

- Contributing to the sustainable development of

local communities and vulnerable groups in the

countries where Allfunds operates and in

developing countries

- Clear and transparent communication

- Protect the environment: preventive approach, risk

management, responsible use of natural resources

and waste

- Charity Fund Investment Policy supervised by the Charity Fund Committee,

which ensures objectivity and maximisation of the impact of the investments

made. Focused on:

- Crowdfunding platform

- Raising awareness among employees and other stakeholders within

the Company’s scope of influence and control

- Ensure equal opportunity of access to the Charity Fund and report

transparently on the results and positive impacts on society

- Give Allfunds employees the opportunity to propose social projects

to which they are locally committed

- Communication Protocol and Marketing and Communication Department

to ensure clarity and consistency in corporate communication across the

organisation and establishing quality checks for external communications

- Environmental Policy to ensure well-defined principles, criteria, rules and

procedures that fortify the prevention and reduction of the environmental

impact of Allfunds’ business

- Events and campaigns to raise funds and in-kind

donations to support social projects

- Creation of a global volunteer programme

- Launch of Solidarity Fund’s crowdfunding platform

- Recycling of unused technological material

- Environmental awareness campaigns

- Global recycling and plastic-free project

- Allfunds website

- Face-to-face meetings

- Video/audio meetings

- Events and conferences

- Emails

- Surveys

- Advertising

- Annual fundraising events

- Expansion of the volunteer

programme in all countries where

Allfunds has a presence

- Creation of a Global

Marketing protocol

- Increase in environmental

awareness campaigns

- Extension of ISO 14001 certification

in the UK, Italy, Luxembourg and

Poland Allfunds offices

Stakeholder engagement continued

46 Annual Report 2021www.allfunds.com

Stakeholders continued Value creation proposition Engagement action Active dialogue Target

Regulators

- Public authorities and supervisors

- Policymakers and legislators

- Industry forums and working groups

Expectations

- Compliance with applicable regulations and

best standards

- Constructive relationships with regulators and

responsiveness to authorities’ requests

- Quality, transparency and timeliness in reporting

- Robustness of internal governance systems

and documentation

- Tone from the top culture of integrity

and accountability

- Proactive follow-up of regulatory agenda and

contribution to industry policy-making

- Payment of applicable taxes and social

security contributions

- Allfunds’ governance framework reflects applicable regulations and best

standards and seeks to ensure excellence, robustness and prudence in

business management

- Allfunds’ governing bodies monitor and foster strong regulatory relationships

at all levels of the organisation and across all business areas

- Regulatory Compliance Monitoring System aims to ensure compliance with

regulations and internal policies

- Internal Audit function provides the Board of Directors and senior management

with a reliable and independent assessment of the effectiveness of controls

designed to mitigate the significant risks affecting the business

- The Risk Management System identifies, measures, controls, mitigates and

communicates Allfunds’ financial and non-financial risks, including legal

and regulatory

- Allfunds participates in public and private industry forums and working groups

that support the development of appropriate regulatory frameworks

- Tax strategy is in line with the principles of integrity, transparency and

prudence, and fosters a relationship with the tax authorities based on trust,

good faith, professionalism, collaboration, loyalty and reciprocity

- Revised governance framework adapted to new

condition of listed parent company

- Adherence to the Dutch Corporate

Governance Code

- Close interaction with supervisors and agile and

transparent response to regular routine inspections

conducted by several authorities

- Special supervisory milestones: IPO prospectus

authorised by AFM, merger of Sweden and

Luxembourg subsidiaries

- Participation in Spanish Regulatory Sandbox

project for the Tokenisation of Investment Funds

- Allfunds website

- Allfunds periodic public reporting

- Regulators’ official and informal

communication channels

- Face-to-face and virtual meetings

- Webinars

- Events and conferences

- Use the Annual Report and

the website as primary forms

of disclosure

- Review and enhance the intuitiveness

of the website’s map

- Achieve the Alexander-Hampton and

Parker Review diversity targets

- Closely monitor and adapt to

climate-related regulatory initiatives

Business partners

- Strategic business and

technological partners

- General suppliers

- Advisers and consultants

Expectations

- Mutually beneficial and impactful partnerships

- Reciprocal and balanced agreements

- Loyalty and long-term relationships

- Ongoing communications and cultivated trust

- Flexible and innovative mindset

- Respect for laws and regulations

- Fulfilment of obligations and on-time payments

- The Group core values of excellence, accountability, empowerment and

inspiration drive all relationships with partners

- Allfunds’ partnerships are aimed at transforming the WealthTech industry and

thus enhancing the entire distribution chain for the benefit of all parties

- The Group gives public recognition to partners and their contributions

- The Group promotes respect and protection of human and labour rights

- Allfunds’ Code of Conduct seeks to ensure that suppliers are chosen with

transparency and equal treatment and based on objective, weighted and

ethical criteria

- Revised Outsourcing Policy and Supplier

Selection Procedure

- Average payment term to suppliers of 27.9 days

- Several partnerships announced (ConsenSys)

- Face-to-face and virtual meetings

- Webinars

- Events and conferences

- Emails

- Surveys

- Full flexibility for 1-o-1 meetings and

ad-hoc calls

- Investor conferences, sales force

meetings and fireside chats

- Roadshows during the year on the

back of results

- Follow-up on, and prepare for the

enactment of, the proposed EU

Directive on corporate sustainability

due diligence

Society

- Non-governmental organisations

(NGOs)

- Media

- Opinion leaders

- Civil society

- Environment

Expectations

- Contributing to the sustainable development of

local communities and vulnerable groups in the

countries where Allfunds operates and in

developing countries

- Clear and transparent communication

- Protect the environment: preventive approach, risk

management, responsible use of natural resources

and waste

- Charity Fund Investment Policy supervised by the Charity Fund Committee,

which ensures objectivity and maximisation of the impact of the investments

made. Focused on:

- Crowdfunding platform

- Raising awareness among employees and other stakeholders within

the Company’s scope of influence and control

- Ensure equal opportunity of access to the Charity Fund and report

transparently on the results and positive impacts on society

- Give Allfunds employees the opportunity to propose social projects

to which they are locally committed

- Communication Protocol and Marketing and Communication Department

to ensure clarity and consistency in corporate communication across the

organisation and establishing quality checks for external communications

- Environmental Policy to ensure well-defined principles, criteria, rules and

procedures that fortify the prevention and reduction of the environmental

impact of Allfunds’ business

- Events and campaigns to raise funds and in-kind

donations to support social projects

- Creation of a global volunteer programme

- Launch of Solidarity Fund’s crowdfunding platform

- Recycling of unused technological material

- Environmental awareness campaigns

- Global recycling and plastic-free project

- Allfunds website

- Face-to-face meetings

- Video/audio meetings

- Events and conferences

- Emails

- Surveys

- Advertising

- Annual fundraising events

- Expansion of the volunteer

programme in all countries where

Allfunds has a presence

- Creation of a Global

Marketing protocol

- Increase in environmental

awareness campaigns

- Extension of ISO 14001 certification

in the UK, Italy, Luxembourg and

Poland Allfunds offices

47www.allfunds.comAnnual Report 2021

STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

A robust approach to risk

Risk management

The Board of Directors, supported by its Risk and Audit

Committee, is responsible for defining the risk strategy, risk

appetite and the risk policy as well as any material changes

to these. For more details see the Risk and Audit Committee

Report included in this Annual Report.

The CEO and the senior management team are responsible for

the implementation of the Board’s guidelines through a clear

and segregated organizational model, qualitative principles,

indicators and thresholds and limits on risks established by

the Board of Directors.

Risk management approach

Risk management consists in identifying and measuring direct

and indirect risks, as well as potential and emerging risks,

determining the Group’s appetite for the identified risks and

deciding whether to accept, avoid, mitigate or transfer them.

Risk management further entails the ability to gain resilience, gain

competitive advantage and identify new business opportunities,

as well as to create a modus operandi when it comes to assessing

and preventing the risks identified within the Group.

Allfunds has a general risk management and control model adapted

to its business model, its organisation, the countries where it

operates and its corporate governance system. This model allows

the Group to implement the risk management and control strategy

and policies defined by the Board and to adapt itself to a changing

economic and regulatory environment. The model is updated at

least annually and is fully applied across the Group. It comprises the

following elements: risk management framework, risk management

strategy and objective, risk appetite framework and risk reporting.

The Group promotes the development of a risk culture that ensures

a consistent application of this model across the Group, so that the

Risk Management function is understood and internalized at all

levels of the organization.

Risk management framework

The Group’s risk management framework is based on the three

lines of defence: the business, risk management and internal audit.

This framework is designed to ensure effective and independent

oversight of the Group’s activities in line with the overall risk

strategy which is established by the Board of Directors of Allfunds

Bank and updated at least on an annual basis.

First line of defence

Business and support functions (other than

control functions)

Providing day-to-day risk management and control for the Group

Implements and manages the risk indicators or first level controls in order to identify

potential risks and ensure an effective answer to mitigate them

Second line of defence

Compliance and risk management teams

Act autonomously and independently of each

other and with respect to the first line of defence

Providing independent oversight of and challenges to the risk management

of the business

Supports the first line of defence by defining and monitoring compliance with rules

and limits needed for the business to stay within the overall Risk Appetite defined

by the Allfunds Bank Board

Third line of defence

Internal audit function

Has the maximum level of independence and

objectivity within the Group

Ensuring the effectiveness of the Group’s control systems

Carries out independent reviews of the first two lines of defence and in order to verify

compliance with the Group’s risk management framework, providing assurance to the

Risk and Audit Committee of Allfunds Bank on the effectiveness of the Group’s risk

management

Risk review

48 Annual Report 2021www.allfunds.com

Risk management strategy and objective

The prudence applied by the Group in risk management is a basic

pillar in all its activities and in the services it provides. In turn, the

Group’s organisational structure represents a system of clearly

defined delegations for the management of this risk. The general

principles that guide the definition, monitoring and management

of risks are the following:

a. the risks assumed must be compatible with the assets of the

Group and in accordance with the targeted solvency level.

b. willingness to maintain a ‘low risk’ profile through:

i. sticking to the distribution activity, avoiding incorporating

proprietary positions into the balance sheet that generate

risks that the Group does not wish to assume;

ii. the search for a high degree of diversification of

structural risks, establishing limits to concentrations by

customers, sectors, markets and/or geographies that may

pose a threat to the solvency objectives, liquidity and

recurrence of results; and

iii. continuous attention to the tasks of identification and

monitoring of risks, so that all areas are provided with

adequate and dynamic systems that result in optimal

management and control of the risks assumed;

c. existence of control and monitoring procedures for all the

risks incurred by the Group in the performance of its activity;

d. existence of solid management mechanisms and mitigation

of operational and reputational risks;

e. independence of the risk function with respect to the

business areas; and

f. involvement of the organisation in the philosophy of

risk management.

Risk appetite framework

The Risk Appetite Framework (RAF) is the group-wide corporate

management framework to determine risk appetite (the type

and amount of risk to be willingly taken to achieve the business

strategy) within the Group’s risk capacity. This is supported by

the management strategies formulated by the senior management

team based on the Group’s management principles, together with

the internal control system underpinning that process.

The RAF aims primarily to strengthen profitability, enhance risk

management and promote transparency in the overall risk-taking

policy for capital allocation and profit maximization. This is supported

through the setting, communication and oversight of risk appetite,

as well as the optimization and speed-up of allocation of management

resources. Overall, it reinforces the risk monitoring system through

the use of the RAF.

The Board of Directors annually approves the risk strategy and

in particular the RAF to promote a good internal governance, the

establishment of limits and objectives and the implementation of

monitoring and surveillance mechanisms for the different types

of risk. The last update was performed in December 2021 and the

Board has established that the Group’s risk appetite is low. This risk

appetite level provides the foundation for the development of

calculation and control methodologies for the risks incurred by

the Group and which are implemented through its risk unit.

The Allfunds Bank Board reviews and discusses potential corrective

measures should any of the risk tolerance levels be exceeded. The

Group has identified and implemented a set of key risk indicators in

order to monitor its performance relative to its risk appetite. The

key risk indicators report, across all risk areas, is provided to the

Board of Directors of the Company on a quarterly basis where

deviations and potential breaches of the set risk tolerance levels

are disclosed and, if required, mitigating actions are discussed.

Risk exposure

Risk profile: assessment of the risk exposure to each relevant risk at a specific moment, depending on the current situation and future forecasts reflected in the dynamic

and potential metrics. It must remain within the limits established (risk appetite) and must not exceed the risk capacity.

Increase exposure

Alert level

Risk appetite

Reduce exposure

Immediately

reduce exposure

Risk capacity: maximum amount of risk Allfunds Bank can take before its viability is threatened, or in terms of

solvency/liquidity, the maximum amount of risk Allfunds Bank can afford without breaching its capital and liquidity

regulatory obligations. The level of own funds will be a key reference in most cases.

Risk tolerance: amount of risk Allfunds Bank is willing to reach in order to achieve the objectives (deviation from

risk appetite). There will be an upper limit to the risk that the organisation is prepared to accept. Risk tolerance is the top

end of the risk appetite.

Alert level: security level whose objective is to detect if the risk profile is significantly different from the risk appetite.

49www.allfunds.comAnnual Report 2021

STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

Principal risks and uncertainties

The Group’s financial risk management areas are credit/

counterparty risk (including execution and overdraft settlement

risk), market risk, interest rate risk, exchange rate risk, liquidity risk

and concentration risk. Its non-financial risk management areas are

operational risk, information and communication technology (ICT)

risk, third-party risk (outsourcing), regulatory compliance risk,

reputational risk, behavioural risk, legal risk, environmental risk

and money laundering and financing of terrorism risk. The most

significant risks relate to solvency, credit risk, counterparty risk,

liquidity risk, settlement risk, market risk, interest rate risk,

operational risk (including reputational) and ICT risk.

Allfunds is progressively incorporating environmental, social and

governance (ESG) aspects into its risk management framework.

With regard to climate and environmental risks, Allfunds' objective

is to reduce the direct or indirect impact of its business and thus

limit its exposure to these risks. It is noteworthy that the Group

does not develop lending activities, participate in the issuance of

financial instruments or provide portfolio management. For this

reason, its exposure to these risks according to the Task Force on

Climate-related Financial Disclosures (TCFD) is considered limited

but the Company is working to increase the measures to control

and monitor them within its scope of influence.

Risk reporting

Risk control and monitoring reports assist in the efficient and

ongoing monitoring of the risks the Group incurs in its daily

activities. The format and nature of the information included in

these reports support the Group’s control of the operating limits

defined for each counterparty and of other operating aspects

related to the Group’s intermediation activity.

The main reports necessary for the risk unit to fulfil its duties

include, but are not limited to, progress reports regarding execution

settlement risk exposure limits, progress reports for overdraft limits,

progress reports about liquidity and market risk, statistical reports

and stress test results.

Progress reports about liquidity and market risk display limits

for liquidity risks (accumulated liquidity gap) and market risks

(set in terms of a percentage of own funds). These reports are

produced daily.

Risk stress reports are produced as required and simulate the

impact of risk scenarios that help complement and improve the

planning of risk decision making. This type of analysis is mainly

applied to liquidity risk.

Risk and potential impact Mitigation Comments for 2021

Operational risk

Risk of losses resulting from deficiencies or

failures of internal processes, human resources

or systems, or derived from external circumstances,

which can lead to increased operational losses.

It is inherent to all activities, processes and

systems and is generated by all business and

support areas.

– Operational risk limits are approved annually by the Board

of Directors to monitor losses.

– Risk and Control Self Assessments (RCSAs) in those areas

most exposed to operational risk.

– Identification, reporting and tracking of operational risk events.

– Dedicated resources to the integration of the businesses

acquired from BNP in 2020.

– Availability of a detailed Business Continuity Management

(BCM) programme across the Group.

– Existence of insurance policies against fraud, cybersecurity

incidents and professional liability.

– The Board has reviewed

and approved the update

of the Group’s operational risk

limits as well as its operational

risk policy.

– Ongoing work to increase

the scope of RCSAs.

– Ongoing improvements to

the BCM programme.

Information and Communication

Technology (ICT) risk

Risk associated with insufficient or faulty

hardware and software of technical

infrastructures that may compromise the

availability, integrity, accessibility and security

(including cybersecurity) of infrastructures and

data. This could lead among others to reduced

operational efficiency and increased costs, or

to data vulnerability.

– Existence of a Group IT Security and Cybersecurity framework.

– Internal and external assessments of the ICT risk framework.

– Existence of a Business Continuity Plan (BCP) and a Disaster

Recover Plan (DRP) that are tested annually.

– Identification, reporting and tracking of technological risk

events (TKIs).

– Satisfactory testing of the

BCP and DRP.

– Increased testing of our

cybersecurity framework.

– Reinforcement of the team

through the appointment of a

fully dedicated IT Risk function

within the Risk Management Unit.

Credit and counterparty risk

(including execution and overdraft

settlement risk)

Credit risk quantifies the losses derived from the

potential failure of customers or counterparties

to meet their financial obligations, which could

impact our ability to settle trades with Fund

Houses and Distributors timely

– Ex-ante and ex-post controls to monitor trades and settlements.

– Ongoing monitoring of large exposures limits.

– Approval of credit risk limits for each counterparty and use

of alarms to prevent risk limit breaches.

– The Board has reviewed and

approved the update of the

Group’s credit risk limits as well

as its credit and counterparty

risk policy.

– No defaults from our

counterparties in the history

of Allfunds.

Risk review continued

50 Annual Report 2021www.allfunds.com

Risk and potential impact Mitigation Comments for 2021

Liquidity risk

Liquidity risk is the possibility of incurring

losses when there are not sufficient cash

or liquid resources to comply with the

obligations assumed.

– Daily monitoring of short-term liquidity to ensure that all

trades can be funded.

– Ongoing analysis of net cash flows.

– Regular liquidity stress testing to simulate potential defaults

by Distributors or Fund Houses.

– Existence of a liquidity risk management procedure aimed at

ensuring compliance with the liquidity risk limits approved

by senior management.

– Strict compliance with regulatory obligations in terms of

liquidity management (LCR, NSFR, ALMM) under the close

supervision of Bank of Spain.

– Allfunds has continued to have

strong liquidity levels

throughout 2021.

– Stress test shows strong buffer

to cope with severe scenarios.

Regulatory and

reputational risk

Compliance risks are defined as the risks of

regulatory breaches of the obligations defined

by the applicable regulatory framework and the

risks of breaches of ethical codes, codes of

conduct and internal policies and procedures,

which may result in sanctions, material or financial

losses or damage to the company’s reputation.

– Existence of a Compliance Monitoring Plan across the Group

that is approved by the Board Risk and Audit Committee.

– Advise senior management on the measures to be taken to

ensure compliance with applicable laws, rules, regulations

and standards.

– Implementation of an Anti-Money Laundering (AML) and

Counter-Terrorism Financing (CTF) framework.

– Analysis of new regulatory

requirements from the Market

Abuse Regulation (following the

listing of Allfunds on Euronext).

– Monitoring of new

ESG regulations.

– Analysis of the new regulatory

framework in different

jurisdictions as needed,

including for the branches of

Paris, Warsaw and Hong Kong.

Climate-related and

environmental risk

Allfunds identifies the environmental aspects

and impacts associated with the services

provided in accordance with the organisation’s

environmental assessment procedure.

– The Group has an environmental precautionary approach

articulated through the Environmental Management System,

Environmental and Climate Change Management Policy,

Corporate Social Responsibility Policy and the commitment

to the environment in the General Code of Conduct.

– ESG criteria (including environmental topics) have been

established in the selection of suppliers, the onboarding

of new Fund Houses and the procedure of approval of

new services.

– Regular environmental trainings and awareness campaigns

are conducted throughout the organisation.

– Implementation of the ISO

14001 at the headquarters in

Madrid, and extending to other

centres that have the

management control.

– The energy supplied to the

centres in Spain, London and

Zurich in 2021 is of 100%

renewable origin.

– Allfunds has not received any

environmental fines or

sanctions during last years.

Directors’ statement

In accordance with Best Practice Recommendation 1.4.3

of the Dutch Code, directors are of the opinion that:

i. this report provides sufficient insights into the risks

and into any failings in the effectiveness of the

internal risk management and control systems;

ii. systems provide reasonable assurance that

the financial reporting does not contain any

material inaccuracies;

iii. based on the current state of affairs, it is justified

that the financial reporting is prepared on a going

concern basis; and

iv. this report states those material risks and

uncertainties that are relevant to the expectation of

the Company’s continuity for the period of twelve

months after the preparation of this report.

Strategic report sign-off

This Strategic Report has been prepared in accordance

with the UK Companies Act 2006. It was approved by

the Board of Directors and signed on its behalf.

On behalf of the Board of Directors

Marta Oñoro

General Counsel and Company Secretary

21 March 2022

51www.allfunds.comAnnual Report 2021

STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

Corporate

governance

Shaping our

connected future

Governance Framework 53

The Board of Directors 54

The Executive Committee 66

Risk and Audit Committee Report 68

Remuneration and Appointments

Committee Report 72

Compliance with the Dutch Code 76

Corporate Governance Statement 77

Other statutory information 78

Non-Executive Directors’ Report 81

Directors’ Remuneration Report 83

Proposed Directors’ Remuneration Policy 93

52 Annual Report 2021www.allfunds.com52 Annual Report 2021 www.allfunds.com

Corporate governance

Directors’ Report

Governance framework

The Company has a one-tier

governance structure with a

single Board of Directors that

comprises both executive and

non-executive directors.

The Company is the indirect parent undertaking of Allfunds Bank, S.A.U. The Board of Directors has established internal governance arrangements, mechanisms and processes to ensure the respective boards

of both companies are aligned, act in a coordinated manner and have a clear understanding of the general objectives, strategies and interests of the Group as a whole. The powers and responsibilities of each

Board of Directors are clearly separate. This is monitored when preparing both boards’ agendas, documentation, resolutions and minutes.

Allfunds Group Plc

Shareholders

at the AGM

Board of Directors

Responsible for the overall leadership

of the Group, with direct oversight of the

corporate strategy, business activities

and engagement with stakeholders

More information on page 54

Risk and Audit Committee

Supports the Board in its duty to oversee

the integrity and quality of the

Company’s financial reporting and the

effectiveness of its internal and external

control systems

More information on page 68

Remuneration and

Appointments Committee

Assists the Board in its duties to

define and monitor the balance of

skills and experience and the diversity

of its members, to ensure and assess

its effectiveness and organise its

succession, and to design appropriate

remuneration schemes

More information on page 72

Chief Executive

Officer

Responsible for the executive

leadership of the Group

in accordance with the

Board-approved strategic

objectives

Executive

Committee

Assists the CEO in

managing the day-to-day

business of the Group

More information

on page 66

53www.allfunds.comAnnual Report 2021

STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

Blake Kleinman

Chairman – Non-Executive

Director

Initially appointed:

24 March 2017

Last appointed:

25 March 2021

Term of office: 4 years

Born: 1976

Nationality: British and

US citizen

Skills and experience:

MrKleinman joined Allfunds’

Board in 2017. He joined H&F

in 2001 and is now a partner,

focusing on the software,

internet & media, and financial

services sectors. He is currently

a director of AutoScout24 and

TeamSystem. MrKleinman

was formerly a director of

Gartmore, IRIS, Scout24, SSP

and Wood Mackenzie and was

active in H&F’s investments

in Arch Capital, Axel Springer,

Mondrian, Nielsen, and

ProSieben. Prior to H&F,

MrKleinman worked in the

Mergers, Acquisitions and

Restructurings Department

at Morgan Stanley & Co. in

New York. MrKleinman is a

graduate of Harvard College.

Other relevant appointments:

Partner at Hellman & Friedman.

In response to Allfunds’

commitment to appoint an

independent Board Chair,

Mr David Bennett is being

proposed as a new director

to the next AGM for him to

succeed Mr Kleinman as Board

Chair. See section ’Succession

planning’ below.

Initially appointed:

29 March 2021

Term of office: 4 years

Born: 1974

Nationality: Spanish

Skills and experience:

MrDauge is the Chief Financial

Officer at Allfunds. He joined

Allfunds in 2020 from Qontigo,

where he served as CFO and

COO, and prior to that he was

President and CFO of Axioma.

Previously, he served as Group

CFO at Euronext, where he led

the financial and legal

carve-out of the company

from NYSE Euronext and its

subsequent IPO. MrDauge

holds an Executive MBA from

INSEAD and a bachelor’s of

Business Administration,

Finance from Inseec Group.

He also holds a CIIA (Euro

Zone CFA equivalent) from

CFAF – Centre de Formation

à l´Analyse Financière.

Other relevant appointments:

N/A.

Initially appointed:

29 March 2021

Term of office: 4 years

Born: 1969

Nationality: Spanish

Skills and experience:

MrAlcaraz is the founder and

CEO of Allfunds. Before

launching Allfunds in 2000,

he spent five years as the head

of investment funds at BSN,

Santander Group’s private

bank. From 2009 until 2016 he

held a dual role as both CEO of

Santander Asset Management

and CEO of Allfunds.

MrAlcaraz holds a degree

in Business Administration

from COX Business School,

Southern Methodist University

in Dallas, Texas.

Other relevant appointments:

N/A.

Initially appointed:

24 March 2017

Last appointed:

25 March 2021

Term of office: 4 years

Born: 1977

Nationality: Spanish and

US citizen

Skills and experience:

MsSaurel joined Allfunds’

Board in 2017. She joined H&F

in 2005 and is now a partner,

focusing on the internet &

media sectors and financial

services sectors. MsSaurel

was formerly a director

of Nets, Wood Mackenzie

and Hostelworld (Web

Reservations). She was also

active in H&F’s investments

in Scout24, IRIS, Nielsen and

Gartmore. MsSaurel also leads

H&F’s capital markets

activities in Europe related

to new investments and for

portfolio companies. Prior to

H&F, MsSaurel worked at

Investcorp in London and

the Leveraged Finance

department of Lehman

Brothers in London.

In addition, she serves

as a Director of Glasswing

International and a Governor

of The Royal Ballet School.

Other relevant appointments:

Partner at Hellman & Friedman.

The Board of Directors

Corporate governance continued

Zita Saurel

Non-Executive Director

Amaury Dauge

CFO – Executive Director

Juan Alcaraz

CEO – Executive Director

54 Annual Report 2021www.allfunds.com

Initially appointed:

24 March 2017

Last appointed:

25 March 2021

Term of office: 4 years

Born: 1984

Nationality: Austrian

Skills and experience:

MrKorp joined Allfunds’ Board

in 2017. He joined H&F in 2014

and is a partner, focusing on

the financial services, software

and consumer & retail sectors.

MrKorp has been active in

H&F’s investments in Action,

Allfunds and Nets/Nexi, where

he was formerly a director.

Prior to H&F, MrKorp worked

in the financial services and

retail investment groups at

Warburg Pincus and in the

financial services M&A group

at Goldman Sachs in London.

MrKorp is a graduate of the

University of St. Gallen

(Switzerland) and earned an

MBA from Stanford Graduate

School of Business.

Other relevant appointments:

Partner at Hellman & Friedman.

Initially appointed:

25 March 2017

Term of office: 4 years

Born: 1976

Nationality: French

Skills and experience:

MrVaillant joined Allfunds’

Board in 2021. He is also the

Global Head of Finance,

Strategy and Participations

at BNP Paribas Asset

Management. Previously,

MrVaillant worked in BNP

Paribas’ Corporate and

Institutional Banking / FIC

division as Head of Banking

for EMEA. MrVaillant started

his career as a lawyer with

Skadden, where he advised

a wide range of French and

international companies on

their expansion strategy, in

the financial and industrial

sectors. He then joined the

French central bank (Banque

de France), where he took part

in the analysis of significant

transactions in the financial

sector. MrVaillant holds a

Master’s in Management from

HEC, a Master’s in Political

Sciences and Public Affairs

from Sciences Po, and a

Master’s in Analysis and Policy

in Economics (applied

mathematics) from EHESS /

Ecole Normale Supérieure.

He also holds a Master’s in

Communications/Intellectual

Property law from Paris I

Sorbonne and a Master’s in

Business Law from Paris II

Assas. He is a member of

the Paris Bar.

Other relevant appointments:

Global Head of Finance,

Strategy and Participations

at BNP Paribas Asset

Management.

Initially appointed:

2 October 2020

Term of office: 4 years

Born: 1971

Nationality: Italian

Skills and experience:

MrValier joined Allfunds’

Board in 2020. He is also

the Head of Corporate

Development and Strategy

at BNP Paribas Securities

Services. Previously, he served

in senior positions within

BNP Paribas Corporate and

Institutional Banking (CIB).

MrValier holds a Master’s in

Economics from Università

Bocconi – Milan.

Other relevant appointments:

Head of Corporate

Development and Strategy at

BNP Paribas Securities Services.

Initially appointed:

26 March 2020

Term of office: 4 years

Born: 1969

Nationality: Swiss and US

citizen

Skills and experience:

MrShey joined Allfunds’ Board

in 2020 after leading the team

that launched CS InvestLab

AG in 2017 and serving as

Chairman of CS InvestLab AG

from 2017 to 2019. MrShey is

also a Managing Director at

Credit Suisse, overseeing the

private and alternative

markets area within Credit

Suisse private bank. His team

works across the alternatives

spectrum including late-stage

venture capital and co-

investments, private equity,

yield alternatives and hedge

funds. Prior to joining Credit

Suisse, he held a variety of

senior positions at UBS and

RBS in foreign exchange and

fixed income businesses.

During his career, MrShey

served as a founding board

member and later as Chairman

of FX Alliance LLC. He also

served as a member of the

UBS Investment Bank Board

and the FX Committee of

the Federal Reserve. MrShey

holds an M.B.A. (Finance)

from the University of Chicago

and a B.S. (Economics) from

Miami University.

Other relevant appointments:

Managing Director at Credit

Suisse.

Fabian Shey

Non-Executive Director

David Vaillant

Non-Executive Director

Andrea Valier

Non-Executive Director

Johannes Korp

Non-Executive Director

55www.allfunds.comAnnual Report 2021

STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

David Pérez Renovales

Independent Non-Executive

Director

Sofia Mendes

Independent Non-Executive

Director

Lisa Dolly

Independent Non-Executive

Director

Julian Abraham

Non-Executive Director

Corporate governance: Board of Directors continued

Initially appointed:

26 March 2020

Term of office: 4 years

Born: 1973

Nationality: Dutch

Skills and experience:

MrAbraham joined Allfunds’

Board in 2020. He is also

the Head of Corporate

Development at Credit Suisse.

Prior to this role, he was Head

of Mergers & Acquisition with

the Corporate Development

function at Credit Suisse and,

from 2005 to 2013, he served

as director of the FIG IBCM

business. MrAbraham also

spent four years at Citigroup

on the EMEA FIG team.

He holds a degree in

Economics from the

University of Amsterdam.

Other relevant appointments:

Head of Corporate

Development at Credit Suisse.

Initially appointed:

29 March 2021

Term of office: 4 years

Born: 1975

Nationality: Portuguese

Skills and experience:

MsMendes joined Allfunds’

Board in 2021. She has more

than 20 years of professional

experience advising financial

institutions on mergers and

acquisitions and capital market

transactions. MsMendes is a

partner at Arcano Partners.

Prior to that, she was a partner

in the FIG Corporate Finance

team at KPMG in Madrid for

five years and a year before

she served as investment

director at Private Equity ECS

in Lisbon. From 2000 to 2009

she worked in the JPMorgan

European Financial Institutions

team from the London and

Madrid offices as Senior Vice

President, carrying out M&A

and capital markets operations

for all segments of the financial

sector, and as Head of the

Business of Bancassurance in

Europe. Before joining

JPMorgan, MsMendes worked

as an auditor for KPMG in

Lisbon. MsMendes holds a

degree in Management and

Business Administration from

the Portuguese Catholic

University of Lisbon.

Other relevant appointments:

Partner at Arcano Partners.

Initially appointed:

29 March 2021

Term of office: 4 years

Born: 1966

Nationality: US citizen

Skills and experience:

MsDolly joined Allfunds’

Board in 2021. Previously, she

worked at Pershing LLC where

she held positions of strategic

importance, most recently

as Chairman, CEO and Member

of the BNYMellon Executive

Committee (2016-2019)

and Chief Operating Officer

(2013-2016). Earlier positions

include Director of Global

Operations, Chief

Administrative Officer,

and Head of Managed

Investments, Lockwood, and

Albridge. MsDolly has also

served on the Board of SIFMA

(Securities Industry Financial

Markets Association) and

as Chair of the SIFMA

Operations/Technology

Committee. As a graduate of

Rutgers University, MsDolly

is a member of the Douglass

College, Rutgers University

Dean’s Advisory Board as well

as a member of the Rutgers

University Board of Overseers.

Other relevant appointments:

Independent director at

Hightower Advisors and at

RBB Funds.

Initially appointed:

29 March 2021

Term of office: 4 years

Born: 1965

Nationality: Spanish

Skills and experience:

MrPérez Renovales joined

Allfunds’ Board in 2021. His

career in banking spans 21

years, 18 of which were at

Bankinter where he occupied

various roles (Managing

Director of Capital Markets,

Managing Director of Products

and SME Divisions, Investor

Relations Officer, Chief

Financial and Risk Officer,

General Deputy Director

and member of the Steering

Committee). MrPérez

Renovales was also formerly

the CFO of Línea Directa

Aseguradora, before shifting

roles to launch that company’s

Health business. Until

mid-March 2022 he was also

a member of the Línea Directa

Aseguradora Steering and

Investment Committees.

MrPérez Renovales is also

currently a member of the

Board of Directors of Harvard

Club in Spain and of the

Executive Committee of ICADE

Business Club. He holds a

degree in Law and Business

Economics at the Universidad

Pontificia Comillas-ICADE,

a PMD from Harvard Business

School and an Executive

Program from Singularity

University. He is also a

professor of Corporate Finance

at Universidad Pontificia

Comillas - ICADE.

Other relevant appointments:

N/A.

56 Annual Report 2021www.allfunds.com

Resignations in 2021

Mr Chris Reid served as

non-executive director of

Allfunds until he resigned

on 22 April 2021.

On 29 November 2021,

Mr Amaury Dauge informed

the Board of his resignation,

which will become effective

on 31 March 2022.

Marta Oñoro

Company Secretary and

General Counsel

Ursula Schliessler

Independent Non-Executive

Director

Delfín Rueda

Independent Non-Executive

Director

JP Rangaswami

Independent Non-Executive

Director

Initially appointed:

29 March 2021

Term of office: 4 years

Born: 1957

Nationality: British and Indian

Skills and experience:

MrRangaswami joined

Allfunds Bank’s Board in 2018.

His other board appointments

include Admiral Group plc,

DMGT plc, the National Bank

of Greece and EMIS Group plc.

In addition, he is the Chairman

of the Web Science Trust

and serves as trustee of

Cumberland Lodge, a think

tank with scholars in residence

whose patron is the Queen.

He is an Adjunct Professor at

the University of Southampton,

a Fellow of the British

Computer Society, a Chartered

IT Professional and a Fellow of

the Royal Society of the Arts.

He is also a Liveryman of the

Worshipful Company of

Information Technologists

and a Freeman of the City

of London. MrRangaswami

previously served as Chief

Data Officer and Group Head

of Innovation at Deutsche

Bank from 2015-2018, Chief

Scientist at Salesforce.com

from 2010-2014, Chief Scientist

at BT plc from 2006-2010,

and Global CIO at Dresdner

Kleinwort from 2001-2006

(having joined Dresdner

Kleinwort in 1997).

MrRangaswami holds a

degree in Economics and

Statistics from St. Xavier’s

College, University of Calcutta.

Other relevant appointments:

Director at Admiral Group plc,

DMGT plc, the National Bank

of Greece and EMIS Group plc.

Initially appointed:

29 March 2021

Term of office: 4 years

Born: 1958

Nationality: German

Skills and experience:

MsSchliessler joined Allfunds’

Board in 2021. She has senior

executive experience in asset

management and wealth

management, having

previously worked at

Citigroup, Morgan Stanley and

Legg Mason. She has led

global teams across multiple

functional areas and her

experience spans product

development and

management, sales strategy,

business process design and

implementation, change/

project management and

overseeing risk, operations,

technology and data. Prior

to assuming her current

independent non-executive

director positions and trustee

position, MsSchliessler was

Chief Administrative Officer

of Legg Mason until July 2019.

MsSchliessler holds a Master’s

of Commerce degree in

Business Economics from

the University of the

Witwatersrand in

Johannesburg, South Africa.

Other relevant appointments:

Independent non-executive

director at S&P Global Ratings

Europe Ltd, S&P Global Ratings

UK Ltd and Asset Management

One International Ltd, and

trustee of Starfish Greathearts

Foundation.

Initially appointed:

29 March 2021

Term of office: 4 years

Born: 1964

Nationality: Spanish

Skills and experience:

MrRueda joined Allfunds’

Board in 2021. He also serves

as CFO and vice-chair of the

Executive Board at NN Group

NV and Chairman of the Audit

Committee of the Supervisory

Board of Adyen NV. Previously,

MrRueda worked as CFO and

CRO of Atradius NV, as Senior

Vice President in the Financial

Institutions Group of the

Corporate Finance Department

of JPMorgan, as an Executive

Director at UBS, and as Senior

Consultant at Andersen

Consulting. MrRueda holds

a Master’s of Science degree

in Economics from Universidad

Complutense and an M.B.A.

in Finance from The Wharton

School.

Other relevant appointments:

CFO and vice-chair of the

Executive Board at NN Group

NV and Chairman of the Audit

Committee of the Supervisory

Board of Adyen NV.

Joined Allfunds in 2007

MsOñoro joined Allfunds

in 2007 and was appointed

General Counsel in 2009. Prior

to joining Allfunds, she worked

at the law firm Uria Menendez

within the Capital Markets and

Fund Regulatory teams in its

Madrid and London offices.

She holds a degree in law from

Universidad Complutense of

Madrid and a Master’s in Stock

Exchange and Financial

Markets from Instituto de

Estudios Bursátiles IEB

(sponsored by the Madrid

Stock Exchange).

57www.allfunds.comAnnual Report 2021

STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

Board profile as of 31 December 2021

Gender balance

73%

27%

Male

Female

Skills and experience

International background or education

Age diversity

54%

33%

13%

50 or less

51 to 60

More than 60

Level of independence

47%

40%

13%

Executive

Non-executive

Independent

100%

90%80%70%

60%

50%40%30%20%10%

Financial services and wealth management

Technology and digital transformation

Strategy and business sustainability

Senior executive experience

Finance, audit and risk

People and culture

Laws and regulations

Corporate governance

Latin America

Asia

Europe

100%

90%80%70%

60%

50%40%30%20%10%

Corporate governance: Board of Directors continued

58 Annual Report 2021www.allfunds.com

Board Diversity Policy

In 2021, pursuant to Best Practice Provision 2.1.5 of the Dutch

Corporate Governance Code (the ‘Dutch Code’) and following the

proposal of the Remuneration and Appointments Committee, the

Board approved a Board Diversity Policy applicable to the Board

and the executive management team of the Company.

The Board Diversity Policy aims to ensure that diversity and

inclusion are promoted in the boardroom. Under the Policy, the

Board acknowledges the benefits of diversity in its widest definition,

including but not limited to educational and professional background,

gender, age, international background and ethnic diversity. The

Board is committed to ensure that the Company’s directors and

senior managers bring a wide range of skills, knowledge, experience,

background and perspectives and that all appointments are based

on merit against objective criteria.

The Board Diversity Policy sets out two specific diversity targets

to be achieved by 2025: the Hampton-Alexander Review target

to achieve a 33% share of female directors and the Parker Review

target to have at least one director from an ethnic minority background.

As of 31 December 2021, the Company already met the Parker

Review target in terms of ethnic diversity. The female ratio however

amounted to 27%. This was already the ratio at the time of approval

of the Board Diversity Policy. Nevertheless, the Remuneration and

Appointments Committee and the Board are committed to attaining

the intended female ratio in the next cycle of Board appointments.

In this line, there is gender balance amongst independent directors

(with a 50%-50% ratio) and the female ratio excluding nominee

directors appointed by shareholders amounts to 38%, therefore

exceeding the Hampton-Alexander Review target. With the

appointment of the new Chair and the exit of Mr Dauge in 2022,

the percentage of women will not change.

In 2021 the Board Diversity Policy has been implemented in several

internal processes.

Firstly, the Board of Directors also approved a Profile for

Non-Executive Directors that aimed to provide a guide to the

membership and work of non-executive directors. Ultimately, the

Profile seeks that directors’ combined experience, expertise and

independence allow them to engage in relevant, informed, expert

and efficient discussion and decision-making.

Secondly, the diversity and balanced composition of the Board

of Directors was assessed during the Board’s annual effectiveness

review. The Board profile and diversity rates are disclosed in section

‘Board profile as of 31 December 2021’ of this Annual Report and the

outcome of the review, including in terms of diversity, is further

disclosed in section ‘Board effectiveness review’.

Thirdly, the Board Diversity Policy has been observed throughout

the new independent Chair’s and the new CFO’s recruitment

processes. In both cases Russell Reynolds, a search firm compliant

with the Voluntary Code of Conduct for Executive Search Firms,

was engaged and a brief on the desired profile of the new candidate

was produced, which placed due emphasis on diversity matters.

The search firm was asked to produce an inclusive list of diverse

candidates, a number of whom were interviewed by the Company.

As a result of these processes, Mr David Bennett is being proposed

as new director and Board Chair to the 2022 AGM and Mr Alvaro

Perera will replace the CFO upon termination of his employment

as further described in section ‘Succession planning’.

Finally, the Remuneration and Appointments Committee

and the Board applied the Board Diversity Policy in the

development of directors’ succession plans. A Retirement

Schedule for Non-Executive Directors was also approved by

the Board to achieve a staggered refreshment of the Board in

the mid-to-long-term future.

59www.allfunds.comAnnual Report 2021

STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

Board role and responsibilities

Board role and purpose

The Board of Directors is collectively responsible for the success

of Allfunds and seeks to deliver long-term value to its stakeholders.

The Board assists the management in defining the Group’s strategy

and inspires a corporate culture and values consistent with those

long-term views. It is accountable to shareholders for the proper

conduct of business.

In performing its duties, the Board has regard to the likely

consequences of its decisions in the long term, the interests of

the Group’s employees, the need to foster the Group’s relationship

with its stakeholders, the impact of the Group’s operations on the

community and environment and the desirability to maintain a

reputation for high standards of business conduct.

The Board’s powers are subject to applicable laws, regulations

and Allfunds’ Articles of Association.

Division of responsibilities

The Board is led by its Chair, who is responsible for setting its

agenda and for its proper functioning and ensures among others

that directors receive all information required for the performance

of their duties in a timely fashion; that there is sufficient time for

consultation and decision-making; that there is a culture of

openness and constructive challenge; and that the Board is

responsive to signs of misconduct or irregularities, assisted by

the Company Secretary.

The roles of the Chair, a non-executive role, and the Chief Executive

Officer, are separate and there is a clear division between their

responsibilities. Whereas the Chair leads the Board and performs

a supervisory function, the Chief Executive Officer, supported

by the other executive director and the management team, is

entrusted with the day-to-day management of Allfunds’ business.

Given the one-tier governance structure of the Company,

non-executive directors oversee the general state of affairs

within Allfunds. They supervise and advise executive directors

on the implementation of the long-term value creation strategy.

Non-executive directors contribute a wide range and balance of

skills and experience and are expected to bring critical and

independent judgement to Board discussions and decisions. It is

the Board’s view that independent directors meet the independence

requirements set out in the Dutch Code. Non-executive directors

also play leading roles in the Board committees, bringing an

independent view to discussions.

The interaction of the Board with the executive management team

is very fluid, partially thanks to the fact that there is an Executive

Committee formed by the two executive directors along with

the most senior managers of the Company. Executive directors

periodically update the Board on business and operational matters

so that all directors are adequately informed and can properly

discharge their duty to supervise the Company’s management,

and, conversely, they report the Board’s feedback to the Executive

Committee to ensure effective bi-directional communication.

The Board is assisted by the Company Secretary, who assures

observance of proper procedures and compliance with statutory

obligations. The Secretary also ensures that the Board has the

information, time and resources to discharge its duties and to

function effectively and efficiently. She attends all Board and

Committee meetings and prepares the minutes of the proceedings,

which are generally adopted in the next meeting.

Board meetings and attendance in 2021

During 2021, there were eight Board meetings. Five meetings were

held virtually in the context of COVID-19 circumstances and three

meetings were held in London with directors being able to attend

either in person or by electronic means.

Details of attendance are shown below. The table shows the

number of meetings attended against the number of meetings each

director was eligible to attend according to their appointment

dates.

Attendance rates

Directors Meetings attended % of attendance

Blake Kleinman 8 / 8 100%

Johannes Korp

(1)

7 / 8 87.5%

Zita Saurel 8 / 8 100%

David Vaillant

(2)

6 / 7 85.7%

Andrea Valier 8 / 8 100%

Julian Abraham 8 / 8 100%

Fabian Shey 8 / 8 100%

Lisa Dolly 7 / 7 100%

Sofia Mendes 7 / 7 100%

David Pérez Renovales 7 / 7 100%

JP Rangaswami 7 / 7 100%

Delfín Rueda 7 / 7 100%

Ursula Schliessler 7 / 7 100%

Juan Alcaraz 7 / 7 100%

Amaury Dauge 7 / 7 100%

1. Mr Korp was absent from the Board meeting held on 1 October 2021 but gave voting

instructions to his proxy in respect of all items in the agendas.

2. Mr Vaillant was absent from the Board meeting held on 28 October 2021.

Board functioning

The Board’s functioning is described in detail in the Board rules

of procedure, which are available on the corporate website

(www.allfunds.com).

The Board meets every two months and at least once every quarter.

It prepares an annual schedule of regular meetings based on the

matters within its competence. Directors must do everything

possible to attend the Board meetings. When unable to attend,

they may give their representation to another director, preferably

with instructions.

Board resolutions can be adopted with the favourable vote of a

majority of the directors present or represented at the meeting

(and in respect of whom no conflict of interest exists), although

the Board endeavours to achieve that resolutions are as much as

possible adopted unanimously. Each director is entitled to cast

one vote. In the event of a tie, the Chair has a casting vote.

The Board may invite individuals other than directors to attend

all or part of any meeting, including members of the management

team and the external auditor, if appropriate for the Board to

properly perform its supervisory functions.

Corporate governance: Board of Directors continued

60 Annual Report 2021www.allfunds.com

Key focus areas in 2021

Below is a non-exhaustive summary of the key focus areas of the Board during the year. As part of the agenda of each Board meeting, the

CEO typically submits a business report, giving details of business performance and progress against the goals the Board has approved.

Likewise, the CFO provides an update on the financial results of the Company since the last Board meeting. In terms of governance, the

Chair of each Board Committee informs the directors of their activities and proposals, if any, on the matters within their competences.

Corporate purpose and strategy

Purpose and strategy

- Monitored progress of 2021 strategic pillars and objectives

- Received regular business and strategic updates

- Validated the Allfunds 3.0 vision for the future

- Discussed geographical footprint and supervised ongoing business integrations

- Reviewed and discussed the 2022-2023 value creation plan

IPO

- Discussed the advantages of, and approved to apply for, Allfunds shares’ admission to listing

on Euronext Amsterdam

- Followed up on the Company’s required adjustments and needs as a newly listed company

External business

environment

- Received updates on business environment and evolution of the European fund industry

- Received regular updates on the share price evolution

- Monitored the shareholding structure and changes

- Discussed investors’ feedback, brokers’ coverage and consensus and general expectations from

the market

Financial matters

Financial results

- Received regular updates on financial results

- Approved the 2020 annual accounts and the 2021 interim results, along with the going concern statement

- Approved the 2022 financial calendar

Financial planning

- Supervised the evolution of results against budget

- Approved the 2022 annual budget

Dividends

- Prepared the Dividend Policy that was approved by shareholders prior to the IPO

- Proposed the final dividend distribution against 2021 resultsthat is being submitted for shareholders’

approvalatthe 2022AGM

Risk, audit and compliance

Risk management and

internal control

- Received regular updates from internal control functions

- Monitored the effectiveness of risk management and control systems and progress on identified issues

- Approved the Group’s risk appetite framework (RAF) and supervised the risk profile evolution

Internal audit

- Reviewed performance of the Internal Audit function and outcomes of internal audits

- Approved the Group’s 2022 internal audit plan

External audit

- Assessed the performance and independence of the external auditor

- Supervised the audit plan drafted by the external auditor, the management letter and the audit report

- Proposed the reappointment of the external auditor that is being submitted for shareholders’ approval

at the 2022 AGM

Compliance

- Supervised the Compliance Monitoring Programme, existing controls and progress on action plans

- Reviewed and approved several Group policies such as the Outsourcing Policy, the Asset Protection

Policy and the Telephone Conversations and Electronic Communications Recording Policy

61www.allfunds.comAnnual Report 2021

STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

Governance and leadership

Corporate governance

framework

- Approved a revised corporate governance framework adapted to Allfunds being a listed company

(revised Articles, Board Rules, Board Committees’ Terms of Reference, Insider Trading Policy,

Communications Policy, and Policy on Bilateral Contacts with Shareholders among others)

- Decided to voluntarily adhere to the Dutch Corporate Governance Code

Board membership,

suitability and diversity

- Appointed and re-elected members of the Board and its Committees following recommendations

of the Remuneration and Appointments Committee

- Supervised the recruitment process of the new Board Chair that is being proposed to shareholders

at the 2022 AGM

- Developed and approved the Board Diversity Policy and the Profile for Non-Executive Directors

Board succession

planning

- Reviewed directors’ tenure and approved a Non-Executive Directors’ Retirement Schedule

- Received recommendations from the Remuneration and Appointments Committee on directors’

succession plans

Board and Committees’

effectiveness review

- Examined the outcome of the internal review of the Board’s and its Committees’ effectiveness,

and approved an action plan for 2022

People and culture

Culture

- Discussed the corporate culture and values and their alignment with the corporate purpose

- Approved a revised Code of Conduct that reflects among others our approach to ESG matters

Talent overview and

succession planning

- Monitored the creation of a Human Capital Strategic Roadmap

- Received regular updates on people headcount, hires, leavers and transfers

- Received feedback on Allfunds’ talent and future leaders and monitored the development of succession

plans

Remuneration

- Proposed the Directors’ Remuneration Policy that is being submitted for shareholders’ approval at

the 2022 AGM

- Approved a Long-Term Incentive Plan for key talented employees

Corporate governance: Board of Directors continued

Appointment, re-election and dismissal

of directors

The Board’s composition must be such that the combined

experience, expertise and independence of its members enables the

Board to best perform its duties. To that end, the Board approved

in 2021 a Profile for Non-Executive Directors addressing its desired

composition, structure and size, considering the nature of the Group

and its activities. This profile is considered when making Board

appointments or re-elections.

Directors are proposed for appointment at the general meeting,

either at the recommendation of the Board or prior notice from

a shareholder qualified to vote at the meeting stating its intention

to propose a director for appointment, such notice to be given in

accordance with article 134 of the Articles of Association.

Likewise, the Board may appoint a director to fill a vacancy or as

an additional director (within the maximum number of directors

set out in the Articles of Association). Any director appointed by

the Board shall retire at the first general meeting held after their

appointment and may be re-elected by shareholders at the meeting.

Each executive director must retire from office at the general

meeting held in the fourth calendar year after their appointment

and may be re-elected for any number of subsequent terms of up

to four years each. Each non-executive director must retire from

office at the general meeting held in the fourth calendar year after

their first appointment and may be re-elected for a second term of

up to four years and two subsequent terms of up to two years each

if still suitable for the office and upon a favourable evaluation

of their previous performance. Non-executive directors shall also

retire early in the event of inadequate performance, structural

incompatibility of interests, and in other instances in which this is

deemed necessary by the Board. If the vacancy is not filled at the

meeting where a director retires (and it is not resolved not to fill it),

the retiring director, if willing to act as such, shall be deemed to

have been re-elected unless a re-election resolution is put to vote

and lost.

62 Annual Report 2021www.allfunds.com

If resolutions for the appointment or re-election of directors are

put to vote and lost at a general meeting and at the end of the

meeting the number of directors is fewer than the minimum number

set out in the Articles of Association, all retiring directors who stood

for re-election shall be deemed to have been re-elected and shall

remain in their office for the purposes of filling the vacancies

and convening general meetings and performing such duties as

appropriate to maintain the Company’s going concern and comply

with its obligations.

In addition to the rules above, pursuant to the Relationship

Agreement, the Company’s major shareholders LHC3 Limited,

BNP Paribas Securities Services, BNP Paribas Asset Management

Holdings (together, the BNP Paribas Entities) and Credit Suisse AG

are entitled to nominate for appointment up to given numbers of

directors or observers to the Board for so long as they hold specific

percentages of the total shares of Allfunds. In the event of

divestments, the number of nominee directors decreases

progressively up to nil below a 5% stake. Further information

can be found on pages 20-21 and 165-167 of the IPO prospectus

available at www.allfunds.com.

Conflicts of interest

Each director shall immediately report any actual or potential, direct

or indirect, conflicts of interest to the Company to the other

directors.

The Company’s Articles of Association allow the Board to authorise

any matter in which a director has an interest that conflicts or may

conflict with the interests of the Group and which otherwise would

involve a breach of directors’ duties under section 175 of the UK

Companies Act 2006. Authorisation may only be granted by

non-conflicted directors. In deciding whether to grant them,

directors must act in a way they consider, in good faith, would

be most likely to promote the Company’s success and they may

impose such limits or conditions they deem appropriate. Situations

considered and authorisations given are recorded in the Board

minutes and are reviewed annually by the Board. The Board

believes this system operates effectively.

The Board has further approved in 2022 a related party transaction

monitoring procedure that requires that material transactions

between the Company and its directors be assessed by the Board,

with the abstention of affected directors, to ensure they are

concluded in the ordinary course of business and on normal market

terms, and that non-executive directors review any such

transactions twice a year.

In 2021, no material transactions were entered into with Board

members.

Directors’ training and development

The Board of Directors is committed to lifelong learning and

continuous improvement. The Board Chair and the Company

Secretary are responsible among others for ensuring that directors

follow their training and induction programmes.

Since admission, directors’ training and development needs are

identified as part of the Board’s effectiveness evaluation and based

on the Board’s desired profile. Training programmes are then

defined to address these needs and they include a combination

of periodic deep dive presentations and updates; tailored sessions

as may be required to address specific topics; and directors’

opportunity to receive external training at Allfunds’ expense if

needed for the proper performance of their duties. Directors who

belong to the Board Committees or serve as directors of Group

companies may also receive training relevant to those roles.

In 2021, external consultants provided comprehensive training

to directors on the new corporate and regulatory framework of

Allfunds as a listed company, including listed companies’ reporting

rules, directors’ duties and liabilities, best corporate governance

standards, and capital markets-related issues.

Moreover, newly appointed directors receive an extensive induction

to give them a clear understanding of the Group’s general affairs,

financial reporting, business, culture and governance rules. These

inductions are tailored to each director’s specific needs identified

during the suitability assessment process and allow them to

contribute meaningfully from appointment. Directors who joined

Allfunds in 2021, that is Lisa Dolly, Sofia Mendes, David Pérez

Renovales, Delfín Rueda and Ursula Schliessler, as well as Amaury

Dauge, received such inductions.

For 2022, a training and development programme has been

approved that seeks to cover directors’ needs or learning requests

expressed during the Board effectiveness review process and,

ultimately, to enhance their understanding of the Group, its

activities, its operating environment, its governance and

regulations.

Succession planning

The Board of Directors, supported by the Remuneration and

Appointments Committee, is developing succession plans for its

own members and for key management roles at the Group level

in order to ensure an orderly leadership transition and proper

refreshment of skills and experience. Succession plans are based

on merit, skills and experience while recognising the benefits of

diversity.

In 2021, the Board approved a Retirement Schedule for its

Non-Executive Directors that is published on the corporate website

(www.allfunds.com). In this document, directors expressly state

their view that a differentiated term of appointment is desirable

to ensure continued experience on the Board and their intention

to strive to get in a position that not all non-executive directors

retire at the same time.

63www.allfunds.comAnnual Report 2021

STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

Mr Bennett currently serves as Board Chair and Senior Independent

Director at Virgin Money UK plc, as non-executive director and

Chair of the Audit and Risk Committee at PayPal (Europe) S.à r.l.

et Cie., S.C.A., and as non-executive director at the Department

of Work and Pensions of the British Government. He has stepped

down from his role as Board Chair at Ashmore Group plc effective

from 22 April 2022 to accept his appointment at the Company.

Mr Bennett holds a master’s in Economics from the University

of Cambridge.

Likewise, upon the CFO’s resignation in November 2021, the Board

started a formal process to identify and appoint a successor to

Mr Dauge, with the assistance again of Russell Reynolds. Based

on a description of the qualities, skills and attributes that Mr Dauge’s

successor should combine and on his succession plan, an internal

and external search process began that was completed with the

selection of the internal candidate Mr Alvaro Perera. Following

Mr Dauge’s employment termination, Mr Perera will be appointed

as CFO and member of the Executive Committee as of 1 April 2022.

Mr Perera joined Allfunds in 2017

as Head of Financial Planning

& Analysis (FP&A) and M&A.

He has 15 years of experience

in the financial services industry,

with an ample track record in M&A

and integration of companies

and deep expertise in FP&A,

cost management and performance optimisation. He has strong

strategic and operational capabilities and a solid knowledge of

Allfunds and its competitive landscape. During the past years

he has worked hand-in-hand with the CEO and the CFO and has

actively contributed to Allfunds’ main achievements, including its

IPO and M&A-led expansion strategy.

Before joining Allfunds, he worked at Banco Santander, where

he also served as Head of FP&A and M&A in Santander Asset

Management UK (2013-2017) and as Vice President in M&A at

the Global Investment Banking Division of Banco Santander

(2011-2013). Previously he was a consultant at the Transaction

Advisory Services of PwC (2007-2011) and Deloitte (2006-2007).

Mr Perera holds a degree in Business Administration, majoring

in Finance, from the Universidad Pontificia de Comillas (Spain).

During the year, focus was placed on the succession of the Board’s

Chair by an independent director. At the time of the IPO in April

2021, the Company announced its intention to appoint an

independent director as Chair of the Board, be it either a newly

appointed director or an already existing one. In response to that

announcement, the Remuneration and Appointments Committee

assessed the Board’s profile and diversity and initiated an internal

and external search process with the assistance of the external

search firm Russell Reynolds. The Committee agreed what qualities,

skills and attributes the future Chair should possess, and considered

and interviewed multiple candidates.

After a robust search process, the Board, based on the previous

proposal of the Remuneration and Appointments Committee,

agreed that Mr David Bennett should be appointed as a director

of the Company with effect from April 2022 in order to further

appoint him as the Board’s Chair. As a result of this process,

Mr Bennett will be proposed as a new director at the next AGM.

Mr Bennett has a profound

knowledge of the global financial

markets, with considerable

experience in technology-driven

financial services businesses,

a solid insight into regulatory

environments and a deep

strategic vision, having managed

business growth and transformation, and corporate transactions

from executive and non-executive roles. He is an experienced board

member and chair for listed and non-listed companies, thus

bringing a deep understanding of corporate governance and

stakeholder engagement skills. He also contributes with his

international mindset, being born in Kenya and having lived in the

UK, Singapore, US and New Zealand, and served in board roles with

an international focus.

Mr Bennett worked in Alliance & Leicester Group from 1999 to 2008

(Abbey National Plc following its acquisition by Banco Santander

in 2007), where he served in various roles from Group Treasurer

to Group Finance Director, Group Chief Executive and Executive

Director. Prior to that he worked in the Lloyds TSB Group from 1996

to 1998, where among others he served as Chief Executive Officer

at Countrywide Bank in New Zealand and Risk Management Officer

at the National Bank of New Zealand. Previously, he worked in

Cheltenham & Gloucester (1988-1995), Chemical Bank (1985-1986)

and Grindlays Bank (1983-1985).

Mr Bennett also has extensive experience in board roles, having

served as non-executive director at Together Personal Finance

(2010-2019), HomeServe Membership (2012-2017), easyJet

(2005-2014), Bank of Ireland UK (2013-2015), Pacnet (2009-2014),

CMC Markets (2010-2012) and Clarity Commerce Solutions

(2010-2011). He was also a member of the Advisory Board of

Glendevon King Asset Management (2011-2013) and of the Board

of the British Bankers’ Association (2007-2008).

Corporate governance: Board of Directors continued

64 Annual Report 2021www.allfunds.com

Board effectiveness review

The Board and its Committees undergo an annual review of their effectiveness. In 2021, this review was conducted internally, led by

the Remuneration and Appointments Committee.

The in-house review is based

on directors’ responses to a

questionnaire covering a wide range

of topics, including the Board’s and

its Committees’ composition, size

and leadership; their dynamics and

functioning; their time allotment by

subject matters; engagement with

stakeholders; the relationship among

directors and with the management

team; and each director’s own

contribution to each body’s collective

performance.

The results of the Board review were

captured in a report that was discussed

by its members. They suggested that

directors are generally content with

the Board and believe it operates

effectively. They identified as main

positive attributes:

i. the collective skillset, knowledge

and experience of directors, which

allow them to properly understand

the organisation and its business;

ii. the diversity of geographies and

professional backgrounds, which

they find particularly useful for an

increasingly international company;

iii. directors’ engagement, their

willingness to devote time and effort

to Allfunds and to undertake

complex issues, and their awareness

of their duties and separate roles;

iv. the ambience of open dialogue

and constructive challenge that

has been created in this very

recently created Board; and

v. the availability, transparency

and thoughtfulness of the senior

management and the Company

Secretary and the robustness of

their periodic reporting.

Going forward, the Board agreed on

an action plan for 2022 aimed, on the

one hand, to foster those features that

have been identified as the Board and

its Committees’ best strengths in line

with Allfunds’ commitment to lifelong

learning and continuous improvement,

and, on the other hand, to address

those needs or refresh those areas

where directors believe there is room

for improvement or gaps. As a result,

the Board resolved that in the coming

year focus should be placed on:

i. developing sound succession plans

based on the Board’s aspired

composition and diversity targets,

and ensuring that these are

achieved in a timely manner;

ii. keep nurturing the collegiate

atmosphere and facilitating the

integration of, and leadership

transition to, the new Chair

once appointed;

iii. adequately allotting time to allow

for in-depth debate of highest

value issues following periodic

presentations, deep dive sessions

and Committees’ reporting; and

iv. launching a training and

development programme to cover

directors’ needs or learning requests

and enhance their understanding

of the Group, its activities, its

operating environment, its

governance and regulations.

Process Results 2022 plan

65www.allfunds.comAnnual Report 2021

STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

The Executive Committee

The Executive Committee was created with the main role to assist

the CEO in the day-to-day management of the Group. It currently

consists of eight members, including the CEO, the CFO, the

Company Secretary and General Counsel, and five other senior

managers, each of whom oversees a specific area of the business.

Their profiles are described below.

The Executive Committee meets weekly to follow up on a wide range

of matters. Its members receive weekly updates on business and

strategy, financial KPIs, operations, share price performance,

technology, people and other business and corporate issues.

On a monthly basis, the Committee receives deep dive sessions

into specific topics and projects relevant to the Group. These

sessions are fed by the relevant operational committees and subject

matter experts, who are invited to the meetings to ensure the

Committee receives as much accurate information as possible to

discharge its duties.

The CEO, assisted by the Company Secretary, acts as a main liaison

between the Board of Directors and the management team. They

channel information both upwards and downwards by reporting to

the Board at each meeting and subsequently providing the Board’s

feedback to management as appropriate. This structure and

dynamics allow the Board to effectively perform their supervisory

duties and be duly and timely informed of the corporate affairs.

Amaury Dauge

CFO – Executive Director

Borja Largo

Chief Fund Groups Officer

Gianluca Renzini

Chief Commercial Officer and

Trading Service

Juan Alcaraz

CEO – Executive Director

Founded Allfunds

Juan Alcaraz is the founder

and CEO of Allfunds. Before

launching Allfunds in 2000,

he spent five years as the head

of investment funds at BSN,

Santander Group’s private

bank. From 2009 until 2016 he

held a dual role as both CEO of

Santander Asset Management

and CEO of Allfunds.

Mr Alcaraz holds a degree

in Business Administration

from COX Business School,

Southern Methodist University

in Dallas, Texas.

Joined Allfunds since inception

Mr Largo leads the business

and manages the Group’s

relationships with more than

1,900 Fund Houses. Prior to

becoming the Chief Fund

Groups Officer in 2012,

Mr Largo was the Group’s CIO,

during which time he developed

analysis and fund selection,

asset allocation, risk

management, operational due

diligence and R&D solutions.

Mr Largo began his career

in 1999 as an analyst of

international investment funds

at Santander Private Banking.

He holds a degree in Business

Administration from the

Universidad del País Vasco.

Joined Allfunds in 2003

Mr Renzini joined Allfunds

in 2003 and became Country

Head Italy in March 2004.

He became Regional Manager

Central Europe, Middle East

and Asia in 2006, Managing

Director Global Sales in 2009,

and was appointed in 2010

as Deputy General Manager.

Previously, he worked at

Banca Nazionale del Lavoro,

General Electric and San Paolo

Wealth Management Group

(AM and Life Insurance).

Mr Renzini has a degree in

Economics from the University

of Ancona and a Master’s in

Business Administration from

SDA Bocconi University.

Joined Allfunds in 2020

Mr Dauge is the Chief Financial

Officer at Allfunds. He joined

Allfunds in 2020 from Qontigo,

where he served as CFO and

COO, and prior to that he was

President and CFO of Axioma.

Previously, he served as Group

CFO at Euronext, where he led

the financial and legal

carve-out of the company

from NYSE Euronext and its

subsequent IPO. Mr Dauge

holds an Executive MBA from

INSEAD and a bachelor’s of

Business Administration,

Finance from Inseec Group.

He also holds a CIIA (Euro

Zone CFA equivalent) from

CFAF – Centre de Formation

à l´Analyse Financière.

Corporate governance continued

66 Annual Report 2021www.allfunds.com

Joined Allfunds in 2018

Mr de Palacios joined Allfunds

in 2018 as Chief Transformation

Officer and was appointed

Chief Strategy Officer in 2019.

Prior to joining Allfunds, he

worked at Santander Asset

Management as Strategic

Planning Director and later

as Chief of Staff. He holds a

degree in Economics from

Universidad San Pablo - CEU

and an Executive MBA from

ESADE Business School.

Joined Allfunds in 2019

Mr Calviño joined Allfunds in

January 2019. Prior to joining

Allfunds, he served as human

resources director at both

Beiersdorf and at Alain

Afflelou Europe. He has also

held various HR roles at

Gillette, Amadeus, L’Oréal and

Microsoft. Mr Calviño holds a

degree from Universidad

Carlos III de Madrid and he

also studied at INSEAD.

Joined Allfunds in 2021

Mr Blanchard joined Allfunds

in January 2021, after serving

as the CTO of Bankinter. Prior

to that, he was the Global

Head of Solutions and

Architecture at IPsoft in New

York. He also previously

worked at McKinsey where

he was global co-leader of

McKinsey Digital Labs. He

holds a Bachelor in Engineering

from Pontificia Universidad

Católica Argentina ‘Santa

María de los Buenos Aires’.

Joined Allfunds in 2007

Ms Oñoro joined Allfunds

in 2007 and was appointed

General Counsel in 2009. Prior

to joining Allfunds, she worked

at the law firm Uria Menendez

within the Capital Markets and

Fund Regulatory teams in its

Madrid and London offices.

She holds a degree in law from

Universidad Complutense of

Madrid and a Master’s in Stock

Exchange and Financial

Markets from Instituto de

Estudios Bursátiles IEB

(sponsored by the Madrid

Stock Exchange).

Marta Oñoro

Company Secretary and

General Counsel

Jorge Calviño

Chief People Officer

Mariano Blanchard

Chief Technology Officer

Juan de Palacios

Chief Strategy Officer

67www.allfunds.comAnnual Report 2021

STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

Risk and Audit Committee Report

David Pérez Renovales

As Chair of the Risk and Audit Committee, I am pleased to present

the Committee’s report for the year ended 31 December 2021.

2021 key milestones made this year challenging for Allfunds and

the Risk and Audit Committee, namely Allfunds becoming a listed

company on an EU-regulated market and a non-EU based company

upon the end of the UK’s EU withdrawal transitional period.

From a financial reporting and accounting perspective, the new

condition of Allfunds as a UK-based company listed in the

Netherlands changed the legal framework applicable to its annual

and interim accounts. In 2021, Allfunds prepared for the first time its

financial information in accordance with both Dutch and UK law and

meeting the standards and formalities prescribed in both jurisdictions.

Brexit’s effectiveness also involved the exclusion of the Company

from the scope of supervision of the Bank of Spain, which up to

1 January 2021 was competent to supervise it as the ultimate

European parent company of the Spanish group company Allfunds

Bank. As a result, the scope of prudential disclosures of the Group

also required changes during the year.

From a risk standpoint, business integration represents a challenge

and milestones planned for 2021 were successfully achieved thanks,

among others, to the effort made in identifying, managing and

mitigating the risks associated with them and with business

continuity upon integration, for which the commitment and

dedication of the management has been key. In 2021 Allfunds also

enhanced its management of non-financial risks, namely in terms

of technology risk and third-party risk, and made progress as

to environmental risks. Additionally, Allfunds banking group

successfully integrated the new regulatory reporting requirements

for European credit institutions.

Going forward, our priorities for 2022 include:

- Receiving assurance of the integrity of financial reporting

and the effectiveness of internal and external audit

- The ongoing monitoring of business integrations and new

businesses and ensuring the Group’s operational resilience, and

- Continuing to oversee the quality of internal control systems

and keep progressing in the embedding of non-financial risks

into strategy and business processes.

It is with pleasure that I express my sincere belief that Allfunds

has successfully addressed these challenges. I would like to thank

my fellow members of the Committee, as well as all the employees

at the finance, risk, audit and compliance departments for their

commitment and professionalism during this demanding and

exciting beginning of our new journey.

David Pérez Renovales

Chair of the Risk and Audit Committee

21 March 2022

Corporate governance continued

68 Annual Report 2021www.allfunds.com

Committee composition

David Pérez Renovales

Committee Chair

Independent Non-Executive Director

Ursula Schliessler

Member

Independent Non-Executive Director

Johannes Korp

Member

Non-Executive Director

All Committee members are non-executive directors

and have been appointed based on their skills and

experience. Each of them is financially literate and/or a

financial expert with relevant knowledge and/or

experience of financial administration and accounting

for listed companies or large entities. Their profiles are

described in section ‘Board composition’ above.

Key activities in 2021

In 2021, the Risk and Audit Committee met seven times. The level

of attendance of its members is detailed in the table below.

Attendance rates

Directors Meetings attended % of attendance

David Pérez Renovales 7 / 7 100%

Johannes Korp 7 / 7 100%

Ursula Schliessler 7 / 7 100%

The main activities carried out by the Committee throughout the

year are described below.

Financial statements

The Risk and Audit Committee is responsible for monitoring

the integrity of the Group’s financial statements, including its

interim and full-year results. In light of this duty, the Committee

reviewed this Annual Report and associated Financial Statements,

as well as the interim financial results for the six month period

ended 30 June 2021. In performing this review, the Committee

considered and, where appropriate, challenged the application

of significant accounting policies across the Group that feed into

its financial statements.

The most significant accounting policies applied during 2021 were

related to (i) revenue recognition criteria applied as per IFRS 15 and

the impairment reviews of both (ii) the goodwill from the previous

M&A acquisitions as well as (iii) a specific review of the current

relations with clients through the cooperation agreement with

former shareholders. For the impairment reviews, an external

third-party provider performed the mandatory annual reviews

as per IAS 36 to confirm whether any required impairments are

necessary to be reflected in the financial statements. With respect

of the specific review of the current relations with clients, this

encompassed assessing the reasonableness for the useful economic

life period applied to confirm if any impairment was necessary to be

reflected in the financial statements.

Having evaluated all of the available information, the assurances

by management and underlying processes used to prepare the

published financial information, and the feedback provided by the

external auditor, the Committee concluded and advised the Board

that the financial statements and related disclosures made during

the year were fair, balanced and understandable.

Going concern basis

The Risk and Audit Committee is responsible for assessing whether

it is appropriate to prepare the financial statements on a going

concern basis. In doing so, directors considered a wide range of

information, including the current economic climate at the time of

approving the financial statements, as well as the expected working

capital requirements of the Company and the Group for the coming

year. The Committee concluded and advised to the Board that the

financial statements should be prepared on a going concern basis

as they had a reasonable expectation that the Company and the

Group had adequate resources to continue in operational existence

for the foreseeable future.

Committee role and responsibilities

The Risk and Audit Committee’s main role is to support the Board

of Directors in its duty to oversee the integrity and quality of the

Company’s financial reporting and the effectiveness of its internal

and external control systems.

Its key responsibilities include:

i. overseeing the accounting and financial reporting processes,

as well as the choice and application of accounting policies,

reviewing the financial reports or announcements of the

Company and assessing the fairness, adequacy and clarity

of their contents;

ii. overseeing the operation and effectiveness of the internal

control systems and the internal audit and risk functions,

reviewing reports from internal units and monitoring the

effectiveness of corrective action taken by management;

iii. with regard to the external auditor, advising on its appointment,

reappointment or dismissal and on the terms of its engagement,

supervising the relationship with it and monitoring its

performance and independence, and reviewing the effectiveness

of the audit process;

iv. advising the Board on the Group’s risk appetite, risk profile and

future risk strategy, and monitoring the effectiveness of the risk

management framework; and

v. assisting in the design of the Company’s financing structure and

tax planning policy.

The Risk and Audit Committee regularly reports to the Board on its

deliberations and findings and its Chair attends the AGM to address

any question shareholders may have on the Committee’s activities.

69www.allfunds.comAnnual Report 2021

STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

External audit

The Risk and Audit Committee is responsible for overseeing the

work and performance of Deloitte LLP, who is the external auditor

of the Company and the Group since 2017. During the year, the

Committee monitored the end-to-end audit process, from the

engagement of the auditor at the beginning of the year until

completion of the audits and delivery of the audit report at the

end. The Committee assessed regular reports from Deloitte on

the progress of the audit plan and on the key audit and accounting

issues identified. As a result, the Committee approved the 2021

audit plan.

In addition, the Committee is responsible for assessing the

qualifications, expertise and resources of the external auditor,

and for reviewing the effectiveness of the audit process. This

evaluation was conducted at the Committee’s periodic meetings,

as well as during private meetings with key members of the Deloitte

audit team and through discussions with senior executives. The

Committee concluded that the external auditor has demonstrated

challenge and professional scepticism in performing its role over

the past years.

Likewise, the Committee must monitor the objectivity and

independence of the external auditor. The Committee received

a report from the external auditor confirming that there were no

matters impairing or otherwise restricting its objectivity as auditor

to the Group. Moreover, the Committee paid special attention to

the Group’s wider relationship with Deloitte through its provision

of non-audit services and to the tenure of the auditor.

With respect to audit and non-audit services, the Committee

received information on all the services provided by Deloitte to the

Group during the period under review. Fees for the statutory audit

amounted to €1,576 thousand, fees for other audit-related services

amounted to €1,240 thousand (totalling €2,816 thousand), and fees

for non-audit services amounted to €6 thousand. Therefore, total

fees amounted to €2,822 thousand and the ratio of audit to

non-audit fees in 2021 was 99.79%. In each case, the rationale for

retaining Deloitte over alternative suppliers was the knowledge,

skills and experience they possess, and in particular their in-depth

understanding of the Group’s business.

Regarding the auditor’s tenure, Deloitte LLP has audited the

Company’s individual and consolidated accounts for five years,

whilst Deloitte, S.L. (Spain) has audited the individual and

consolidated accounts of the Spanish subsidiary Allfunds Bank,

S.A.U. for 22 years, as the Company was incorporated later. The

tenure of Mr Ignacio Gutiérrez, the senior audit partner of Deloitte,

S.L. from 2017 to 2021, will end in 2022, and a new lead audit partner

of the Spanish subsidiary will be appointed for 2022. The tenure of

Mr John Clacy, the senior audit partner at Deloitte LLP, is still in force.

Having considered all the above, the Risk and Audit Committee

concluded that the external audit process was effective, that the

performance of the external auditor was satisfactory and that there

are policies and procedures in place to adequately preserve its

independence and objectivity. Accordingly the Committee

recommended to the Board that the re-election of Deloitte LLP

as external auditor be submitted to shareholders for their approval

at the 2022 AGM.

Internal control

The Risk and Audit Committee is responsible for overseeing the

Group’s risk management and control systems. To properly perform

this role, the Committee receives periodic reports from the heads

of the internal control functions (risk, compliance and internal audit)

that cover the sufficiency and effectiveness of internal controls as

well as the results and findings of the control testing by the Internal

Audit function.

Specific areas of focus during 2021 were business integrations,

operational risks with high focus in technology risk, product

governance, anti-money laundering (AML) and financing terrorism

(FT). Reporting to the Committee also included updates on

progress against actions identified over preceding periods,

developments of the compliance monitoring programme and

use of the whistleblowing channel. The Committee also monitored

on a regular basis the risk profile and risk appetite statement of

the banking group.

With respect to financial reporting, the Finance department

is responsible for the quality, transparency and adequacy of

financial information.

The internal control processes for financial reporting at Allfunds

focus on ensuring the adequate recording, valuation, presentation

and breakdown of the transactions that could impact the

financial information.

Controls designed to monitor the relevant processes and activities

take into account the goals of financial reporting based on

materiality and qualitative criteria, particularly focusing on those

activities and processes most exposed to the risk of fraud and

errors in estimates, and considering the principles of occurrence,

integrity, detail and comparability.

Specifically, the following objectives are set:

- Existence: All the assets (rights) and liabilities (obligations)

recorded on the bank’s balance sheet exist, and the transactions

booked took place in the reference period.

- Totality: Not only do they exist, but all assets and liabilities are

recorded at the closing of the balance sheet, along with the

transactions that took place in the period.

- Valuation: The amounts at which the assets and liabilities have

been booked, and the revenues and expenses recorded, were

determined in accordance with generally accepted principles.

- Presentation: The information is sufficient, adequate and

properly described and classified.

Allfunds has established processes to identify the risk of errors in

its financial reporting:

- Documentation of all the critical processes and activities which,

due to their relevance, could impact on the financial information.

- The accounting processes are almost entirely automated and

are generated based on the record of each transaction.

Accordingly, particular attention is paid to manual accounting

Corporate governance: Risk and Audit Committee Report continued

70 Annual Report 2021www.allfunds.com

processes and the process of launching new services, activities

or special operations.

- Information systems relating to the preparation of financial

information ensure that it is properly compiled and published,

though a specific internal control system.

- Internal procedures that govern the management of access

to the applications and systems in line with an array of profiles

adapted to the different functions of each workstation.

- The outsourcing of critical functions or services is carried

out to ensure that the quality of internal control and the ability

of regulators to monitor the compliance of the obligations

derived from the applicable laws and regulations may not

be materially impaired.

The main IT systems and applications involved in generating

financial information used by Allfunds are centralised and

interconnected. There are procedures and controls that ensure

the proper development and maintenance of these systems, as

well as their correct operational readiness, continuity and security.

Overall, the Committee is satisfied with the Group’s internal control

and risk management systems and how they are being reinforced to

address the Group’s growth and integration challenges. During the

year, the Committee was informed of a number of internal policies

of the Group that were either approved or amended, such as the

Related Party Transactions Procedure, the Product Governance

Policy and the Outsourcing Policy, which in the opinion of the

Committee contribute to the Group’s robustness of internal controls.

Internal audit

The Board is responsible for establishing the policies and

procedures that ensure the independence and effectiveness of the

Company’s Internal Audit function and has delegated responsibility

to its Risk and Audit Committee to oversee the Company’s Internal

Audit function.

The objective of the Internal Audit function is to provide

independent, reliable, valued, insightful and timely assurance

to the Board and Executive Management over the effectiveness

of governance, risk management and control over current and

evolving risks.

The role of the Internal Audit function is defined by the Internal Audit

Charter, which sets out its purpose, authority and responsibilities.

To provide for its independence, the Global Head of Internal Audit

reports functionally, through the Risk and Audit Committee, to the

Board of Directors and administratively to the CEO.

The scope of work of Internal Audit is included as part of the Audit

Plan, which is approved annually and reviewed quarterly. The Risk

and Audit Committee ensures that it includes all relevant regulatory

requirements, that it is aligned with strategic initiatives and that it

focuses on the areas with the highest audit need. The Audit Plan

also takes into account feedback provided by senior management

and the external auditors.

The Risk and Audit Committee monitors the effectiveness of the

Internal Audit function and reviews the reports submitted by the

Global Head of Internal Audit. These cover audit reports issued,

the status of the Audit Plan, the number of open and overdue

audit issues and the results of the follow-up of issues raised in

previous audits.

Committee functioning

The Risk and Audit Committee’s functioning is described in detail in

its terms of reference, which are available on the corporate website

(www.allfunds.com).

The Risk and Audit Committee meets at least four times a year and

normally ahead of any Board meeting, coinciding with key dates in

the financial reporting and audit cycle.

Meetings may be held with the attendance, in person or by proxy,

of the majority of the Committee members.

The Committee’s decisions can be taken with the favourable vote of

a majority of the members present or represented at the meeting

(and in respect of whom no conflict of interest exists). In the event

of a tie, the Committee Chair has a casting vote.

The Committee may invite the CEO, the CFO, the internal auditor

and/or the external auditor, as well as the Board Chair or any other

individual, to attend all or part of any meeting, if appropriate for the

Committee to properly perform its functions.

Committee effectiveness review

The Board Committees undergo an annual review of their

effectiveness. Like the Board’s own review, in 2021 this process was

conducted internally, led by the Board’s Chair with the assistance of

the Remuneration and Appointments Committee.

The review is based on directors’ responses to a questionnaire

covering a wide range of topics, including the Committee’s

composition, size and leadership; its dynamics and functioning; its

time allotment by subject matters; engagement with stakeholders;

the relationship among directors and with the management team;

and each director’s own contribution to each body’s collective

performance. All directors are invited to fill the questionnaire

irrespective of their membership with the purpose of effectively

assessing the Committee’s actual support to the Board.

The results of the Risk and Audit Committee review suggested that

directors are highly satisfied with the activities of the Committee,

and they believe it operates effectively and reports properly to the

Board. Some minor areas of focus were identified that will be

addressed in 2022.

On behalf of the Risk and Audit Committee

David Pérez Renovales

Chair of the Risk and Audit Committee

21 March 2022

71www.allfunds.comAnnual Report 2021

STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

Remuneration and Appointments

Committee Report

Lisa Dolly

As Chair of the Remuneration and Appointments Committee,

I am pleased to present the Committee’s report for the year ended

31 December 2021.

The Committee was created in April 2021 in the context of Allfunds’

IPO. During our first year of activity, we worked intensely to support

the Board in its new journey as a governing body of a listed

company. As further described in this report, we made every effort

to design a robust governance framework and to achieve the

highest market standards in terms of Board membership,

effectiveness, succession and remuneration.

Throughout the year, our focus was mainly placed on ensuring a

balanced presence of knowledge, skills and experience in the

boardroom going forward and on developing appropriate

remuneration schemes, particularly a new Long-Term Incentive

Plan as undertaken with the investor community at the time of the

IPO. We also worked on implementing a successful process for the

Board’s internal effectiveness review and supervised the search for

the best candidate to succeed the Board Chair. With respect to the

wider workforce, we put most of our efforts into monitoring the

elaboration of the Group’s new Human Capital Strategic Roadmap.

I believe the outcome of our work is significant. In terms of

appointments, it ranges from approving a set of rules governing the

composition of the Board and proposing a new Board Chair to

launching the creation of the Group’s Human Capital Strategic

Roadmap. As for compensation, our effort mainly reflects in the

proposal of a new Directors’ Remuneration Policy and the approval

of a Long-Term Incentive Plan.

Looking ahead, the Committee members have identified the

following priorities for 2022:

- To assist the Board in achieving a successful and orderly

transition of leadership to the new Chair

- To keep discussing and making recommendations on directors’

and key positions’ succession plans

- To approve and monitor the implementation of the Human

Capital Strategic Roadmap and ensure focus is put on diversity

and talent retention, and

- To ensure that Allfunds’ remuneration systems keep driving

performance and supporting our strategy in line with

stakeholders’ expectations.

I would like to thank my fellow members for their dedication

during this very demanding year. I look forward to working with

them in enhancing Allfunds’ governance system and engagement

with people.

Lisa Dolly

Chair of the Remuneration and Appointments Committee

21 March 2022

Corporate governance continued

72 Annual Report 2021www.allfunds.com

Committee composition

Lisa Dolly

Committee Chair

Independent Non-Executive Director

JP Rangaswami

Member

Independent Non-Executive Director

Zita Saurel

Member

Non-Executive Director

All Committee members are non-executive directors

and have been appointed based on their skills and

experience. Their profiles are described in section

‘Board composition’ above.

Committee role and responsibilities

The Remuneration and Appointments Committee’s main role is to

support the Board of Directors in its duties to define and monitor

the balance of skills and experience and the diversity of its

members, to ensure and assess its effectiveness and organise its

succession, and to design appropriate remuneration schemes.

Its key responsibilities include:

i. assisting in the design and periodic review of the Board desired

profile, including its composition, skills, experience and diversity

targets, and in the development of succession plans;

ii. participating in selection and appointment processes, identifying

suitable candidates and making proposals for appointments or

re-elections of directors;

iii. assisting in the Board and Committees’ effectiveness review, as

well as each director’s individual contribution, and overseeing

directors’ training and development programmes;

iv. advising on the design of the remuneration policy for directors,

ensuring its contribution to long-term value creation and

monitoring its implementation; supervising performance metrics

linked to variable remuneration; and assessing beneficiaries’

performance in light of those metrics.

The Remuneration and Appointments Committee regularly reports

to the Board on its deliberations and findings and the Chair must

attend the AGM to address any questions shareholders may have

on the Committee’s activities.

Key activities in 2021

In 2021, the Remuneration and Appointments Committee met seven

times. The level of attendance of its members is detailed in the

table below.

Attendance rates

Directors Meetings attended % of attendance

Lisa Dolly 7 / 7 100%

JP Rangaswami 7 / 7 100%

Zita Saurel 7 / 7 100%

The main activities carried out by the Committee throughout the

year are described below.

Board profile and suitability

The Remuneration and Appointments Committee prepared a set

of rules addressing the Board’s desired profile and suitability

criteria, aimed to achieve a balanced composition of the Board and,

ultimately, to enable the effective performance of its duties and

the upholding of best market standards. Among these rules was the

Board Diversity Policy, where the Board acknowledged the benefits

of greater diversity to prevent group thinking and set the targets

assumed for the coming years (that is, the Hampton-Alexander

Review target in terms of gender balance and the Parker Review

target in terms of ethnic diversity). Likewise, the Committee prepared

a Profile for Non-Executive Directors stating the specific skills,

knowledge or expertise collectively sought in non-executive directors

taking into account the size and nature of the Group activities.

Moreover, the Remuneration and Appointments Committee

reviewed the internal suitability assessment procedure applicable to

directors and key function holders at the level of Allfunds’ Spanish

subsidiary, which is a financial institution subject to specific

regulatory requirements in terms of suitability.

Succession planning

Throughout the year, the Remuneration and Appointments

Committee launched the process of developing succession plans for

key roles. At the level of the Board, the Committee prepared and

proposed to the Board the Non-Executive Directors’ Retirement

Schedule, which is subject to the nominee directors’ retirement

obligations based on their nominating shareholders’ divestments.

The Committee noted that directors should not all retire at the

same time, and is committed to ensure continued experience on the

Board in the following cycles of Board appointments. At the level of

senior management, succession plans for critical roles started to be

developed with the advice of the Human Resources Department.

Moreover, the Remuneration and Appointments Committee

supervised the process to appoint a new independent Board Chair

that should succeed Blake Kleinman within one year from Allfunds’

IPO, as publicly undertaken by the Company when going public.

73www.allfunds.comAnnual Report 2021

STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

Remuneration

In 2021, the Remuneration and Appointments Committee carried

out extensive activities in terms of remuneration. With respect to

directors, the Committee proposed the new Directors’ Remuneration

Policy, which is being submitted to shareholders for their binding

approval at the 2022 AGM. The Committee also reviewed and

provided its advice on the different remuneration components of

executive directors, including their base salaries and their annual

bonuses, in each case based on the external advice received from

independent firms. The major decisions adopted in this regard are

described in detail in the Directors’ Remuneration Report.

As for the overall employee population, in 2021 the Remuneration

and Appointments Committee led the design of Allfunds Long-

Term Incentive Plan (LTIP), a plan aimed to reward and incentivise

employees’ performance and engagement with Allfunds. At the

time of the IPO, Allfunds committed to approve such a plan in order

to promote long-term value creation and foster talent retention.

This plan was prepared with the advice of the external adviser on

remuneration Korn Ferry. Under the LTIP rules approved by the

Board, the Remuneration and Appointments Committee decided to

launch the first LTIP award in October 2021 (the 2021 LTIP Award).

It was granted to over 15% of the Group employees and covers two

types of awards: (i) a performance-based award, where beneficiaries

were granted an award in respect of a target number of shares at

no cost whose vesting is contingent on pre-set long-term

performance measures being achieved throughout relevant

performance periods; and (ii) a time-based award, where

beneficiaries were granted an award in respect of a number of

shares at no cost whose vesting will occur in 2023 and 2024 with no

link to any performance measures. Executive directors were granted

the performance-based award. Further details on the performance-

based award are provided in the Directors’ Remuneration Report.

People and talent

In 2021, the Remuneration and Appointments Committee presented

to the Board a Group Human Capital Strategic Roadmap aimed to

promote business success through people. The Roadmap is based

on four pillars driven by Allfunds’ core values and aligned with its

strategic business priorities. Each pillar contributes to create a

unique employee experience. Under each pillar, different areas of

focus have been identified, specific goals and due dates have been

set, their status has been measured and KPIs to monitor their

progress have been defined.

The Committee also monitored the general state of human

resources at Allfunds throughout the year and received periodic

information on headcounts, hires, leavers and transfers, as well as

diversity ratios.

In view of that commitment, during 2021 the Committee retained

Russell Reynolds as independent external adviser to assist in the

recruitment process. The Committee, supported by the senior

management and the external adviser, agreed what qualities, skills

and attributes the future Chair should possess. The search firm was

asked to produce an inclusive list of diverse candidates, a number

of whom were interviewed by the Company. As a result of this

process, the Committee concluded that Mr Bennett should be

appointed as new director and Board Chair of the Company and

submitted this proposal to the Board, which after due consideration

agreed on the proposal and approved its submission to shareholders

at the 2022 AGM. Mr Bennett’s profile is described in sub-section

‘Succession planning’ of section ‘Board of Directors’ above.

Likewise, upon receiving Mr Dauge’s resignation letter in November

2021, the Committee launched a formal process to identify and

appoint a successor, again with the assistance of Russell Reynolds.

A selection process began that concluded with the selection of Mr

Alvaro Perera, Allfunds’ internal candidate. His profile is also

described in sub-section ‘Succession planning’ of section ‘Board of

Directors’ above.

Board and Committees’ effectiveness review and

training monitoring

In 2021, the Remuneration and Appointments Committee launched

the first effectiveness review of the Board and its Committees as

governing bodies of a listed company. The Committee decided that

the review would be made in-house and approved the

questionnaire to be sent to directors for them to rate a wide range

of topics. The questionnaire was sent to directors and fulfilled by

them in November. The Committee then aggregated directors’

feedback and, based on it, prepared an action plan for 2022 aimed,

on the one hand, to foster those features that had been identified

as the Board and its Committees’ best strengths, in line with

Allfunds’ commitment to lifelong learning and continuous

improvement, and, on the other hand, to address those needs or

refresh those areas where directors believed there was room for

improvement. This action plan was submitted to the Board for its

review and approval. The main outcomes of the review as well as

the key lines of action identified for 2022 are described in section

‘The Board of Directors’ above.

The questionnaire also included several sections aimed to identify

potential training needs of directors, either individually or as a

whole. The Committee included these questions to ensure the

directors’ collective ability to understand the Group’s activities and

risks and to properly discharge their duties. Based on the answers

to the questionnaire, the Committee outlined a training plan for

2022 that mainly consists in periodic deep dive sessions into

Allfunds’ business areas and related matters and insights into

evolving topics such as governance or ESG matters.

Corporate governance: Remuneration and Appointments Committee Report continued

74 Annual Report 2021www.allfunds.com

Committee functioning

The Remuneration and Appointments Committee’s functioning is

described in detail in its terms of reference, which are available on

the corporate website (www.allfunds.com).

The Remuneration and Appointments Committee meets at least

twice a year, although meetings are called whenever needed for the

Committee to perform its duties.

Meetings may be held with the attendance, in person or by proxy,

of the majority of the Committee members.

The Committee’s decisions can be taken with the favourable vote of

a majority of the members present or represented at the meeting

(and in respect of whom no conflict of interest exists). In the event

of a tie, the Committee Chair has a casting vote.

The Committee may invite non-members to attend all or part of any

meeting if appropriate for it to properly perform its functions.

Committee effectiveness review

The Board Committees undergo an annual review of their

effectiveness. Like the Board’s own review, in 2021 this process was

conducted internally, led by the Board’s Chair with the assistance of

the Remuneration and Appointments Committee.

The review is based on directors’ responses to a questionnaire

covering a wide range of topics, including the Committee’s

composition, size and leadership; its dynamics and functioning; its

time allotment by subject matters; engagement with stakeholders;

the relationship among directors and with the management team;

and each director’s own contribution to each body’s collective

performance. All directors are invited to fill the questionnaire

irrespective of their membership with the purpose of effectively

assessing the Committee’s actual support to the Board.

The results of the Remuneration and Appointments Committee

review suggested that directors are content with the Committee,

and they believe it operates effectively and reports properly to the

Board. Some minor areas of focus were identified that will be

addressed in 2022.

On behalf of the Remuneration and Appointments Committee

Lisa Dolly

Chair of the Remuneration and Appointments Committee

21 March 2022

75www.allfunds.comAnnual Report 2021

STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

Allfunds believes that compliance with the Dutch Code

contributes to stakeholders’ confidence in the good and

responsible management of the Company and its integration

in society.

Before the IPO, the Company reviewed its corporate governance

to determine the most appropriate recognised governance code

for it to report against going forward, given that neither the UK

Corporate Governance Code nor the Dutch Code mandatorily

apply to the Company. Following this review, Allfunds determined

to voluntarily adopt the Dutch Code and, since the IPO, voluntarily

complies with its principles and best practice provisions, except for

the deviations and nuances explained below in accordance with the

Code’s comply or explain principle. Where Allfunds deviates from

the Code, it adheres as much as possible to the Code’s spirit. The

Company has a one-tier governance structure with a single Board

of Directors that comprises both executive and non-executive

directors. Therefore Chapter 5 of the Dutch Code is applicable, and

this statement should be read accordingly. The Dutch Code is

available on the website of the Dutch Corporate Governance Code

Monitoring Committee.

Provisions 2.1.7(ii) and (iii) (Independence of the Board)

Allfunds endorses Principle 2.1 of the Dutch Code on the

composition and size of the Board and complies with the resulting

Provisions except for paragraphs (ii) and (iii) of Provision 2.1.7.

Paragraph (ii) provides that the total number of independent

non-executive directors according to the criteria of the Dutch Code

should account for more than half of the total number of non-

executive directors. As of 31 December 2021, there were 13

non-executive directors, six of whom were independent within the

meaning of the Dutch Code. However, this deviation is about to be

improved as the Board is proposing to the next AGM the

appointment of a new independent director, MrDavid Bennett.

Upon his appointment, the ratio of independent to non-executive

directors will increase over 50% (seven out of 14). Paragraph (iii)

recommends that for each shareholder, or group of affiliated

shareholders, who directly or indirectly hold more than 10% of the

shares in the company, there be at most one non-executive director

who can be considered to be affiliated with or representing them

within the meanings of the Dutch Code. As of 31 December 2021,

shareholders LHC3 Limited (holding 39.00% of the share capital),

the BNP Paribas Entities (jointly holding 13.81% of the share capital)

and Credit Suisse (holding 8.56% of the share capital) had three,

two and two non-executive directors, respectively, who can be

considered to be affiliated with or representing them. The Company

considers such deviation is acceptable and reasonable (i)for the

sake of continuity of a Board that has proven to be effective and

conducive to the success of the Group, as the relevant non-

executive directors have been fulfilling their roles for years now,

and (ii)in view of the Company’s current shareholding structure

and as a show of continued support by its major shareholders.

However, major shareholders’ rights to appoint directors are subject

to them maintaining specific levels of shareholdings and that their

appointed directors must resign as soon as these levels are crossed.

Provisions 2.1.9 and 5.1.3 (Independence of the Chair)

The Company partially deviates from these provisions as the Board

Chair, Blake Kleinman, is a non-executive director but he does not

qualify as independent according to the criteria of the Dutch Code.

Compliance with the Dutch Code

Corporate governance continued

Nevertheless, this deviation will end by the 2022 AGM. At the time

of the IPO, the Company expressed its intention to either recruit

a new independent Chair or appoint one of the existing independent

directors as Board Chair within 12 months from admission to

trading. Accordingly, the appointment of MrDavid Bennett as

an independent director is being submitted for approval of the

shareholders at the 2022 AGM. If appointed, MrBennett will be

appointed as Board Chair. The Company will then comply with

Provision 2.1.9 and will enhance the level of independence among

the non-executive directors up to 50%.

Provisions 2.3.6(ii) (Chair of the Board), 2.3.7 (Vice-

Chair of the Board) and 2.4.3 (Point of contact for the

functioning of the Board)

The Company complies with the entire Provision 2.3.6 except for

paragraph (ii), as the Board has not appointed a Vice-Chair. The

Chair has not needed to be deputised for the time being. As a result,

Provision 2.3.7 is not applicable and the Company partially deviates

from Provision 2.4.3, which recommends that the Vice-Chair acts as

contact regarding the functioning of the Chair. In the absence of

Vice-Chair, the Chair of the Remuneration and Appointments

Committee acts as such contact.

Provision 3.1.2 (Remuneration Policy)

The Remuneration Policy that is being submitted for shareholders’

binding approval at the 2022 AGM is compliant with this Provision

except for the second part of paragraph (vi), as the conditional

award in respect of a target number of shares granted to executive

directors under the Long-Term Incentive Plan are not subject to a

five year holding period. However the shares ordinarily vest three

years after they are awarded, subject to achievement of

performance conditions. The Company believes this deviation is

appropriate for retention purposes and in view of the competitive

landscape. Further information can be found on the Annual Report

on Remuneration.

Provision 3.2.3 (Severance payments)

The Company partially deviates from this Provision because the

amount of the executive directors’ severance payments exceeds the

amount of the fixed component of their annual salary. Details on

the severance payments they would be entitled to in the event of

termination are provided in the Directors’ Remuneration Report.

The Board notes that these rights were granted to the executive

directors before the decision was made to apply for the admission

to listing of Allfunds’ shares and to voluntarily adhere to the Dutch

Code. The Company is committed to honour its pre-existing

obligations and commitments, as stated in the new Directors’

Remuneration Policy, and therefore the Board believes this partial

deviation is acceptable. The Board also notes that MrDauge’s

employment termination will not trigger any severance payment.

Provision 3.4.2 (Agreement of executive directors)

The main elements of the agreement of each executive director

with the Company are described in the IPO prospectus, which is

publicly available on the corporate website. They are also contained

in the Directors’ Remuneration Policy that is being submitted to the

approval of shareholders at the 2022 AGM and is fully transcribed

in this Annual Report. Therefore, although they are not disclosed as

a separate document, the Company believes it does comply with

the transparency purpose of this Provision.

76 Annual Report 2021www.allfunds.com

The Company is required to make a statement concerning

corporate governance pursuant to the Dutch Royal Decree of 23

December 2004 (the Decree). The information required to be

included in this corporate governance statement, as described in

the Decree, can be found in the sections below, which are

incorporated by reference hereinto:

- A description of the Company’s compliance with the Dutch

Code, including the motivated deviation of the compliance of the

Dutch Code – section ‘Compliance with the Dutch Code’ in this

Annual Report

- A description of the main elements of financial management and

control systems in connection with the Company’s financial

reporting and of the financials of group companies included in

the consolidated accounts – section ‘Strategic Report’ in this

Annual Report

- A description of the functioning of the general meeting and the

authority and rights of the Company’s shareholders – section

‘Shareholder Information’ in this Annual Report

- A description of the composition and functioning of the Board

and its Committees – section ‘Corporate Governance’ in this

Annual Report

- A description of the Board Diversity Policy, the targets set out

therein and an outline of the current state of affairs – section

‘Corporate Governance’ in this Annual Report

- A description of the information concerning the inclusion of

the information required by the Decree Article 10 EU Takeover

Directive, as required by the Decree – sections ‘Corporate

Governance’ and ‘Shareholder Information’ in this Annual Report.

Corporate Governance Statement

77www.allfunds.comAnnual Report 2021

STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

Other statutory information

Research and development

There were no activities in the field of research and development

during 2021.

Policy on employment of disabled persons

At Allfunds we believe in providing equal opportunities for all

employees in terms of recruitment, training, career opportunities

and all aspects of the working relationship. This commitment is also

aimed at persons with a disability.

The Group gives full consideration to applications for employment

made by disabled persons, having regard to their aptitudes and

abilities, and encourages and assists them with training, promotion

opportunities and appropriate work conditions, ensuring

accessibility to physical and digital environments. Should

employees become disabled during their employment with Allfunds,

efforts would be made to continue their employment and to

arrange appropriate training.

Effectiveness and compliance with the Code of

Conduct

Allfunds’ Code of Conduct, which is available on the corporate

website (www.allfunds.com), sets out the values and ethical

principles that must govern the activity of all the Group’s

employees, directors and members of the management bodies.

All members of the Group, comprising its branches, subsidiaries and

representation offices, must conduct themselves in accordance with

applicable laws and regulations and with the integrity, transparency,

prudence and professionalism that correspond to the social impact

of financial activities and the trust that customers have bestowed

upon Allfunds.

Employees are expected to comply with the Code of Conduct and

must confirm their adherence to the Code and confirm their

understanding when joining the Company. They are also obliged to

attend any training that may be convened to ensure proper

knowledge of the Code.

The Regulatory Compliance Unit is responsible for monitoring the

effectiveness of, and compliance with, the Code of Conduct and

regularly reports to the Board of Directors, through the Risk and

Audit Committee, its findings and observations. Likewise, the Head

of each Department must ensure compliance with the Code of

Conduct in their respective spheres. The Human Resources

Department is responsible for informing employees of their

obligations under the Code and for organising adequate training.

In performing its duty to ensure the effectiveness of the Code of

Conduct, the Regulatory Compliance Unit has established a

whistleblowing channel that allows employees to report any breach

of the Code, or any behaviour, action or event that might constitute

an allegedly illegal or professionally unethical act, they may observe

or be aware of. The channel enables anonymous communications

and the Regulatory Compliance Unit ensures the confidentiality of

the complaints and the secrecy of the complainants’ identity.

This section of the Annual Report contains the remaining

information which the Directors are required to report on each year

and for the year ended 31 December 2021.

Incorporation by reference

In accordance with section 414C (11) of the UK Companies Act 2006,

the Company has chosen to include in its Strategic Report the

following information, which would otherwise be disclosed in this

Directors’ Report:

- The particulars of important events affecting the Company

which have occurred since the end of 2021

- An indication of likely future developments in the business of

the Company

- Our engagement with employees

- Our engagement with suppliers, customers and others in a

business relationship with the Company

- The Board of Directors’ section 172(1) statement

- In relation to the use of financial instruments, the Company’s

financial risk management objectives and policies and its

exposure to financial risk (information on which may also be

found in Note 6 to the financial statements).

Likewise, the following information that is relevant to this Directors’

Report pursuant to UK law and Dutch law can be found in the

following sections, which are incorporated by reference hereinto:

- Allfunds at a glance – Strategic Report

- Dividends – Shareholder Information

- Share capital – Shareholder Information

- Greenhouse gas emissions, energy consumption and energy

efficiency action – Strategic Report

Branches outside the United Kingdom

The Company, UK-based, is the sole parent undertaking of Liberty

Partners, S.L.U., a holding company based in Spain which in turn is

the sole parent undertaking of Allfunds Bank, S.A.U., another

company based in Spain that is the Group entity holding the

banking licence.

The Group operates in Spain through Allfunds Bank, S.A.U. and

outside Spain through its subsidiaries, branches and representation

offices. There are eight branches located in the UK, France, Italy,

Luxembourg, Poland, Singapore, Sweden and Switzerland, five

representation offices located in Brazil, Chile, Colombia, Miami and

United Arab Emirates, and a subsidiary based in Hong Kong.

Political donations

During 2021 the Group did not make any political donation to any

UK, EU or non-EU political party or other political organisation

or to any independent election candidate, nor did it incur in any

political expenditure.

Allfunds’ Code of Conduct expressly establishes that the Group

does neither contribute to election campaigns nor make donations

to political parties.

Corporate governance continued

78 Annual Report 2021www.allfunds.com

Related party transactions

Material significant transactions carried out between the Company

and its shareholders holding at least 10% of the shares in the

Company are described in Note 37 to the financial statements.

Furthermore, the Company’s Articles of Association provide for

specific rules on related party transactions, as neither the Dutch nor

the UK rules on related party transactions mandatorily apply to the

Company. The Articles of Association therefore provide for rules on

related party transactions that are the reflection of the Dutch

statutory provisions on related party transactions, which implement

the relevant terms of the Directive (EU) 2017/828 of the European

Parliament and of the Council of 17 May 2017, to apply to the

Company. The Articles of Association provide that a material

transaction of the Company (or a subsidiary of the Company) with

a related party that is not in the ordinary course of business or is

proposed not to be concluded on normal market terms, is subject

to approval by the Board. The Company is obliged to make a public

announcement immediately upon such material transaction having

been entered into with the related party concerned.

Pursuant to the Company’s Articles of Association, a transaction is

considered to be ‘material’ if: (i) information on the transaction

qualifies as inside information as set out in article 7(1) of Regulation

(EU) No 596/2014 of the European Parliament and of the Council

of 16 April 2014 on market abuse (market abuse regulation); and

(ii) it is entered into, or to be entered into, between the Company

and a related party of the Company. For purposes of the definition

of ‘material’, non-material transactions entered into between the

Company and the same related party of the Company in the same

financial year are aggregated (and can, as such, qualify as being

‘material’ in aggregate). Notwithstanding the aforementioned,

pursuant to the Articles of Association, there is no related party

transaction between the Company and a related party in the

following cases: (a) a transaction between the Company and a

Group company (or between Group companies); (b) a transaction

between the Company or a Group company and directors of the

Company or a subsidiary regarding remuneration of directors of

the Company or a subsidiary; (c) a transaction entered into by the

Company or a Group company on the basis of measures to safeguard

Allfunds Banks’ stability, such measures as determined by the Bank

of Spain or the European Central Bank; and (d) a transaction

between the Company and a shareholder of the Company if all

other shareholders can participate on the same (or substantially

the same) conditions and provided that equal treatment of

shareholders and the interest of the Company are safeguarded.

Significant agreements subject to change of

control provisions

The revolving credit facility agreement entered into on 14 April 2021

by the Company, as original borrower and guarantor, and a group of

financial institutions, as original lenders, providing for borrowings of

up to €550 million on a committed basis, grants each lender an

individual right to be prepaid upon a change of control of the

Company, subject to exceptions.

Other than that, the Company has not entered into any significant

agreement that takes effect, alters or terminates upon a change of

control of the Company following a takeover bid.

From a remuneration perspective, if Mr Alcaraz’s employment is

terminated by Allfunds Bank, including upon a change of control,

other than (i) in circumstances justifying his summary dismissal

without compensation; (ii) on the grounds of his capability or

conduct; or (iii) for some other substantial reason that would be a

fair reason for dismissal under English law, he will (subject to any

overriding regulatory requirements) be entitled to a severance

payment of 798.75 days’ earnings, including base salary, contractual

benefits and the higher of his target bonus amount and the bonus

amount paid to him in the preceding 12 months (in each case

converted into a daily figure). The payment will be conditional upon

Mr Alcaraz signing a settlement agreement waiving any legal claims

against Allfunds Bank and will be inclusive of any payment in lieu of

notice made to him. Conversely, Mr Dauge’s employment

termination on 31 March 2022 will not entitle him to any severance

payment given his voluntary resignation. Moreover, the awards of

the Long-Term Incentive Plan approved by the Board of Directors

in October 2021 become payable in the event of customary

corporate events such as a tender offer or a scheme of

arrangement. Other than that, the Company has not entered into

any agreement with its directors or employees providing for

compensation for loss of office or employment (whether through

resignation, purported redundancy or otherwise) that occurs

because of a takeover bid.

Anti-takeover measures

There are no existing or potential anti-takeover measures at the

time of this report.

The Company’s shareholders voluntarily incorporated in the Articles

of Association the terms of the Dutch mandatory takeover bid rules

that require any person (whether acting alone or in concert with

others) who, directly or indirectly, acquires a controlling interest

in the Company of at least 30% of the voting rights exercisable

in the general meeting, to launch a mandatory public offer for

all outstanding shares of the Company, as these terms do not

mandatorily apply to the Company for it is not incorporated as

a Dutch public limited company.

79www.allfunds.comAnnual Report 2021

STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

Directors’ report sign-off

The Corporate Governance section of this Annual

Report constitutes the Directors’ Report. It has been

prepared in accordance with the UK Companies Act

2006 and the Large and Medium-sized Companies and

Groups (Accounts and Reports) Regulations 2008, as

amended, as well as the Dutch Civil Code, Dutch Royal

Decree of 5 April 2006 implementing Article 10 of

Directive 2004/25/EC, Dutch Royal Decree of 23

December 2004 establishing further requirements on

the content of the board report, and the Dutch

Corporate Governance Code.

This Directors’ Report was approved by the Board of

Directors and signed on its behalf.

On behalf of the Board of Directors

Marta Oñoro

General Counsel and Company Secretary

21 March 2022

Disclosure of information to auditors

In accordance with section 418(2) of the UK Companies Act 2006,

directors of the Company who held office at the date of approval of

this Annual Report confirm that, so far as they are each aware, there

is no relevant audit information of which the Company’s auditors

are unaware; and each director has taken all the steps that he or

she ought to have taken as a director to make himself or herself

aware of any relevant audit information and to establish that the

Company’s auditors are aware of that information.

Going concern

Directors, having made appropriate enquiries, have a reasonable

expectation that the Company and the Group have adequate

resources to continue in operational existence for the foreseeable

future. Thus, they continue to adopt the going concern basis of

accounting in preparing the financial statements.

In making the going concern assessment, directors have considered

a wide range of information, including the current economic climate

at the time of approving the financial statements, as well as

the expected working capital requirements that the Company

and the Group will have for the coming year. See Note 40 to the

financial statements.

Directors’ indemnities

The Articles of Association entitle the Company’s directors to be

indemnified out of the assets of the Company against any liability

incurred or to be incurred by them in performing their duties and/or

exercising their powers in relation to the affairs of the Company, to

the extent permitted by law. Accordingly, on 23 April 2021 Allfunds

entered into individual deeds of indemnity with each Board member

that constitute qualifying third-party indemnity provisions as

defined in section 234 of the UK Companies Act 2006. These

indemnities remained in force throughout 2021 and are in force

as at the date of this Annual Report. The deeds are available for

inspection at the Company’s registered office.

In addition, the Company maintains a directors’ and officers’

liability insurance policy giving customary coverage to directors

and the Company.

Corporate governance: Other statutory information continued

80 Annual Report 2021www.allfunds.com

Role of non-executive directors

Non-executive directors of the Company are responsible for

overseeing the way the management implements the long-term

value creation strategy.

In 2021, they oversaw the implementation of the strategy and the

general state of corporate affairs by participating in all the meetings

of the Board. At each meeting, non-executive directors are informed

by executive directors of business performance and strategy

progress, which enables them to discharge their monitoring

responsibilities. Furthermore, management team members can be

invited to their meetings and request information as needed to

perform their duties.

During the year, there were eight Board meetings. Sub-section ‘Key

focus areas in 2021’ of section ‘Board of Directors’ of this Annual

Report describes the specific matters discussed and decisions made

at the Board level in this regard during the year and is incorporated

by reference hereinto. In particular, in terms of strategy and corporate

purpose, in 2021 the Board monitored progress of 2021 strategic

pillars and objectives, validated the Allfunds 3.0 vision for the

future, discussed geographical footprint, supervised ongoing business

integrations and reviewed the 2022-2023 value creation plan.

Non-executive directors’ profile

The Board of Directors currently comprises 13 non-executive

directors, six of whom are independent within the meaning of the

Dutch Code: Ms Lisa Dolly, Ms Sofía Mendes, Mr David Pérez

Renovales, Mr JP Rangaswami, Mr Delfín Rueda and Ms Ursula

Schliessler. Their profile and personal information, including their

gender, age, nationality, principal position and other relevant positions,

date of initial appointment and current term of office, are disclosed

in sub-section ‘Board composition’ of section ‘Board of Directors’ of

this Annual Report, which is incorporated by reference hereinto.

The desired Board profile and diversity standards are laid down in

the Profile for Non-Executive Directors and the Board Diversity

Policy approved by the Board of Directors in 2021 with the

favourable vote of non-executive directors. Non-executive directors

are of the opinion that the Board has a balanced and diverse

composition in terms of skills and experience, age, and international

background and education. This was further assessed during the

Board’s annual effectiveness review and the results showed that

directors were satisfied with the Board composition.

Non-executive directors note that, in the future, the Board should

tend towards gender balance. The Board Diversity Policy includes

gender as a diversity criterion to be considered in selection

processes and sets a target of 33% of the Board seats to be held by

women by 2025. Non-executive directors highlight that the female

ratio amongst them as of 31 December 2021 was 38%, and reached

50% amongst independent directors.

Board of Directors’ profile and independence

Non-executive directors endorse the principle that the composition

of the Board should be such that its members are able to act

critically and independently vis-à-vis one another, the executive

management team and any particular interests.

Currently, six out of the 13 non-executive directors qualify as

independent in accordance with Best Practice Provision 2.1.8 of the

Dutch Code. It is the view of non-executive directors that

independent directors meet the independence requirements set out

in said provision.

The seven non-executive non-independent directors are affiliated

to or represent the Company’s major shareholders LHC3 Limited

(three non-executive directors), the BNP Paribas Entities (two

non-executive directors) and Credit Suisse (two non-executive

directors), and they were appointed pursuant to the terms of the

Relationship Agreement. Therefore, paragraphs (ii) and (iii) of Best

Practice Provision 2.1.7 of the Dutch Code are not complied with.

The Company considers such deviation necessary and reasonable

in light of continuity of the Board composition that has proven to be

effective and conducive to the (continuity of the) success of the

Group (as the relevant non-executive directors were already

fulfilling roles as members of the Board of Allfunds Bank).

As for the Board Chair, the appointment of Mr David Bennett as an

independent director of the Company is being submitted for

approval of the shareholders at the 2022 AGM. If appointed, Mr

Bennett will be appointed as Chair of the Board. Upon such

appointment, the Company will comply with Best Practice Provision

2.1.9 of the Dutch Code and will enhance the level of independence

of the Board up to 50%.

Board and Committees’ effectiveness review

The Board and its Committees undergo an annual review of

their effectiveness. This review also addresses each director’s

individual contribution and performance, including that of

non-executive directors.

The review process as well as the general conclusions of this year’s

review are described in sub-section ‘Board effectiveness review’ of

section ‘Board of Directors’ of this Annual Report, with respect to

the Board, and in each of the Board Committees’ Reports included

in this Annual Report, with respect to the Board Committees.

Non-executive directors are satisfied with the process undergone

and endorse the lines of action set by the entire Board to enhance

its effectiveness in 2022, which include focusing on succession

plans, facilitating the transition of leadership to the new

independent Chair, adequately managing time at Board meetings

to allow for in-depth debate and fostering directors’ development

by providing them with ongoing training sessions on the Group

and other evolving topics.

Non-Executive Directors’ Report

81www.allfunds.comAnnual Report 2021

STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

Non-Executive Directors’

Report sign-off

This Non-Executive Directors’ Report has been

prepared in accordance with the Dutch Code and,

pursuant to section 5.1.5 thereof, included in the

Corporate Governance section of this Annual Report

given the one tier corporate structure of the Company.

The Report was approved by the non-executive members

of the Board of Directors and signed on their behalf.

On behalf of the non-executive directors

Marta Oñoro

General Counsel and Company Secretary

21 March 2022

Board Committees’ reports

The Board Committees are exclusively composed of

non-executive directors.

Each of the Committees periodically reports to the Board, through

their respective Chairs, on their deliberations and findings and

makes proposals, if any, regarding matters within their competence.

Each of the Board Committees’ Reports included in this Annual

Report contains detailed information on how the Board Committees

carried out their duties during 2021. In particular, each report

describes the relevant Board Committee’s composition, its role and

responsibilities, the number of meetings held, and main items

discussed in 2021, its functioning rules and the conclusions of its

annual effectiveness review.

Non-executive directors are satisfied with the duties performed by

the Committees in 2021 and believe they effectively operate and

support the Board of Directors in discharging its responsibilities.

Attendance at the meetings of the Board and its

Committees

The rate of attendance of each non-executive director at the

meetings of the Board of Directors is disclosed below:

Directors

Meetings attended

Board of Directors

Risk and Audit

Committee

Remuneration and

Appointments

Committee

Blake Kleinman 8 / 8 — —

Johannes Korp

(1)

7 / 8 7/7 —

Zita Saurel 8 / 8 — 7/7

David Vaillant

(2)

6 / 7 — —

Andrea Valier 8 / 8 — —

Julian Abraham 8 / 8 — —

Fabian Shey 8 / 8 — —

Lisa Dolly 7 / 7 — 7/7

Sofia Mendes 7 / 7 — —

David Pérez Renovales 7 / 7 7/7 —

JP Rangaswami 7 / 7 — 7/7

Delfín Rueda 7 / 7 — —

Ursula Schliessler 7 / 7 7/7 —

1. MrKorp was absent from the Board meeting held on 1 October 2021 but gave voting

instructions to his proxy in respect of all items in the agenda.

2. MrVaillant was absent from the Board meeting held on 28 October 2021.

Corporate governance: Non-Executive Directors’ Report continued

82 Annual Report 2021www.allfunds.com

Directors’ Remuneration Report

Annual statement of the Remuneration

and Appointments Committee Chair

Dear shareholders,

On behalf of the Board, I am pleased to present the Directors’

Remuneration Report for the financial year ended 31 December 2021.

This is our first report since the admission to trading of Allfunds

shares in April 2021. This year the Remuneration and Appointments

Committee, composed of MrJP Rangaswami, MsZita Saurel, and

chaired by myself, has worked hard to revise Allfunds’ executive

remuneration framework in view of the IPO, to ensure it keeps

driving performance and supporting the corporate strategy whilst

reflecting best practices and stakeholders’ expectations.

This statement summarises the major decisions of the

Remuneration and Appointments Committee during this

demanding year, including the context in which they were made.

New Directors’ Remuneration Policy

At the 2022 AGM, we will be seeking shareholder binding approval

for a new Directors’ Remuneration Policy. The Policy is set out on

the following pages of this Report and, if approved, is intended to

remain in effect for three years from the date of the 2022 AGM.

The Remuneration and Appointments Committee shaped this

new Policy with the assistance of external advisers and in

consultation with Allfunds’ three largest shareholders and was

pleased with the level of engagement received. The Committee

considered different factors, including the performance of directors

and the Group, as well as market positioning against appropriate

international comparators.

The Policy seeks to offer our impactful directors a competitive

remuneration package that incentivises performance. The

philosophy that underpins Allfunds’ approach to remuneration is

the following:

- Align pay with strategy: remuneration should support Allfunds’

business strategy and be focused on long-term value creation

- Pay competitively: the global remuneration package and its

structure should be competitive, making it easier to attract and

retain directors, whilst not compromising their objectivity nor

creating conflicts of interest

- Pay for performance: remuneration should reward both the

Group’s and each individual’s performance, although directors’

fixed remuneration should represent a significant portion of

total compensation

- Pay fairly: remuneration should be respectful of the principles

of non-discrimination and should promote internal fairness

between similar levels of responsibility and performance

In addition, as Allfunds is the parent company of a Spanish credit

institution supervised by the Bank of Spain, remuneration of

employees at Allfunds Bank S.A.U. (including the executive

directors) needs to reflect and be consistent with the applicable

regulatory regimes, including the requirements imposed by the

Bank of Spain, and should be in accordance with capital

requirements and prudent management.

The proposed Remuneration Policy defines executive directors’

total compensation as a combination of fixed remuneration, variable

remuneration, pension and other benefits. The total compensation

was proposed by the Remuneration and Appointments Committee

to the Board of Directors. In preparing the proposal, the Committee

took into account both internal and external references in order to

observe the principles governing the proposed Policy.

Particularly, to ensure market competitiveness, in 2021 Allfunds

retained Korn Ferry as external adviser on remuneration to conduct

an executive compensation benchmarking exercise for senior

management and the executive population at Group level. The

assessment and its findings are further described below.

Likewise, the Remuneration and Appointments Committee

conducted scenario analyses to determine the effect of

performance and results on executive directors’ remuneration.

The Remuneration and Appointments Committee also took into

account that, in accordance with regulatory requirements applicable

to Allfunds Bank, the proportion of variable to fixed remuneration

payable to the executive directors must not exceed a ratio of 2:1.

Finally, the Remuneration and Appointments Committee discussed

the proposed remuneration with the executive directors themselves

and considered their views in order to finalise its proposal.

As for non-executive directors’ remuneration, the proposed

Remuneration Policy defines such remuneration as fixed

compensation for their responsibilities, and not dependent on

Allfunds’ results. It is the Committee’s belief that the certainty of the

fixed remuneration protects directors’ independence of mind in

their supervisory role and allows them to focus on long-term value

creation and sustainability. The specific amounts were set

considering the principles that govern the proposed Remuneration

Policy and are meant to attract and retain highly competent and

diverse non-executive directors.

A description of each remuneration component as well as their

monetary value are included in the new Remuneration Policy set

out on the following pages of this Report.

83www.allfunds.comAnnual Report 2021

STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

New LTIP and 2021 LTIP Award

In 2021, the Board of Directors approved Allfunds Long-Term

Incentive Plan (LTIP). At the time of the IPO, Allfunds committed to

approve such a plan in order to motivate and incentivise the

sustainable long-term performance of the Group, aid the retention

of global talent and promote alignment of employee interests with

shareholders’ interests. The LTIP was prepared with the advice of

Korn Ferry. It was designed as a rolling plan, providing for the grant

of annual awards in order to achieve long-term retention goals.

Under the LTIP rules approved by the Board, the Remuneration and

Appointments Committee decided to launch the first LTIP award in

October 2021 (the 2021 LTIP Award). The 2021 LTIP Award is

payable in Allfunds’ shares. It was granted to over 15% of the Group

employees and covers two types of awards: (i)a performance-

based award, where beneficiaries were granted an award in respect

of a target number of shares at no cost whose vesting is contingent

on pre-set long-term performance measures being achieved

throughout relevant performance periods; and (ii)a time-based

award, where beneficiaries were granted an award in respect of a

number of shares at no cost whose vesting will occur in 2023 and

2024 with no link to any performance measures. MrAlcaraz and

MrDauge were each granted a performance-based award in 2021.

With respect to performance-based awards, the LTIP performance

measures must be approved by the Remuneration and

Appointments Committee prior to the grant of each LTIP award.

The Committee can set different performance conditions for awards

granted in different years, provided that the conditions are not

materially less challenging from any one award to the next. For each

performance measure, a threshold, target and maximum

performance level is set along with an LTIP payout.

Ordinarily, performance periods of each LTIP award will last three

years and therefore the shares will vest, if at all, three years after

the grant date. Exceptionally, the 2021 LTIP Award is capable of

vesting in two equal tranches in 2023, based on achievement of

performance conditions during a performance period ending on 31

December 2022, and in 2024, based on achievement of performance

conditions during a performance period ending on 31 December

2023. The Remuneration and Appointments Committee determined

that in light of the Company’s IPO during 2021 and the expected

payout schedules under the existing incentive arrangements, the

2021 LTIP Award was necessary to incentivise and retain the

executive directors and senior management and to align their

interests with the Group’s. The 2021 LTIP Award is subject to malus

and clawback clauses.

Further information on the 2021 LTIP Award and the value of the

awards granted to executive directors can be found on the next

pages of this Report.

Performance in the year and 2021 annual bonus

The Remuneration and Appointments Committee places great

importance on ensuring that pay is aligned with performance

and reflects both the Group’s and each individual’s underlying

achievements. This year Allfunds has delivered unprecedented

results as disclosed in other sections of this Annual Report.

As for the annual bonus, in 2021 the Company retained Willis Towers

Watson to review the design of the bonus for the overall population

of the Group. The review aimed to ensure that the bonus was aligned

with our compensation philosophy and provided enough flexibility to

adjust to emerging trends and circumstances.

As a result, a new bonus scheme was approved that follows a

top-down approach, assuring alignment of individual bonuses with

corporate results by linking their accrual and amounts to the

achievement of corporate, unit and individual goals (weighted

appropriately for an employee’s position and role). The new scheme

also allows for objective evaluations with pre-set performance scales

and combines quantitative and qualitative metrics. Further

information on the scheme is available in the Annual Report on

Remuneration below, as the revised annual bonus scheme is also

applicable to executive directors. In February 2022 the Remuneration

and Appointments Committee determined that MrAlcaraz was to be

awarded a bonus of 137% of his target opportunity for financial year

2021. Details on the performance scales, payout ratios and the factors

considered in making this decision as well as the discretion exercised

by the Committee in determining the final outcomes are available on

the following pages of this Report.

Changes in directors’ remuneration

In 2021, as a result of the IPO, independent non-executive directors

were appointed for the first time to the Board of the Company. From

that moment, they were awarded the right to receive annual fees in

relation to their Board positions and membership of relevant Board

Committees, as set out below. These fees were determined in line

with best practices of listed companies and were based on a

benchmarking analysis conducted internally of the remuneration of

independent directors of other European listed companies

comparable to the Company in terms of size and type of activities.

As for the executive directors, in addition to the 2021 LTIP Award, in

2021 the Remuneration and Appointments Committee reviewed the

salary of both of them based on the aforesaid benchmarking

assessment carried out by Korn Ferry. The benchmarking was

conducted over 12 roles, including the CEO and the CFO roles. The

peer group consisted of a blended group of 22 asset management

firms and banks across Europe and the US, chosen based on several

size indicators as total revenue, market capitalisation, total assets

and employees. As a result, various roles were selected for pay

adjustments based on their market position and the overall retention

risk profile, including MrDauge’s, whose salary was increased to

€425,000 with effect from 1 July 2021, and MrAlcaraz’s, whose salary

was increased to £1,000,000 with effect from 1 January 2022.

Looking ahead

The year ahead promises to be another busy one as the

Remuneration and Appointments Committee remains committed to

ensuring that Allfunds’ remuneration systems reflect best practices

and market trends in its sector while addressing our stakeholders’

ambitious expectations. We look forward to your support for the

Board proposals at the forthcoming AGM and thank you in advance.

Lisa Dolly

Chair of the Remuneration and Appointments Committee

21 March 2022

Corporate governance: Directors’ Remuneration Report continued

84 Annual Report 2021www.allfunds.com

Annual report on directors’ remuneration

This is the first annual report on director’s remuneration since the

listing of Allfunds’ shares on Euronext Amsterdam. It sets out the

directors’ remuneration for the year ended 31 December 2021, which

was approved by the Board of Directors following the

recommendations of the Remuneration and Appointments

Committee and partly reflects historic rights and legacy

arrangements that were in place prior to Allfunds listing in 2021.

This report will be put to an advisory vote at the 2022 AGM.

Executive directors’ remuneration in 2021

Executive directors’ total compensation for 2021 was defined as a

combination of fixed remuneration, including base salary, pension and

other taxable benefits, and variable remuneration, as set out below.

The notes to the table below describe the purpose of each

remuneration component and how they contribute to long-term

value creation.

Single total figure for executive directors (audited)

Juan Alcaraz (CEO)

(£ thousand)

Amaury Dauge (CFO)

(€ thousand)

2021 (1) 2021 (1)

Base salary (a) 735 387.5

(2)

Taxable benefits

(3)

(b) 422.5 300

Pension (c) 60 0

(4)

Total fixed remuneration

(a + b + c) 1,217.5 687.5

Bonus

(5)

(d) 1,803.2 350

2021 LTIP Vested

(6)

(e) 0 0

Total variable remuneration

(d + e) 1,803.2 350

Total remuneration

(a + b + c + d + e)

(7)

3,020.7 1,037.5

1. As this is the first period reported since the IPO it is not possible to provide meaningful

year-on-year comparative data. Full disclosure will be provided in future remuneration reports.

2. MrDauge’s base salary was reviewed in June 2021 and increased from €350,000 to €425,000

with effect from 1 July 2021. The table shows the total salary MrDauge received during 2021

as a result of this increase.

3. The benefits included for MrAlcaraz housing allowance (£373,600), car allowance (£34,000),

private medical practitioner allowance, healthcare and other miscellaneous allowances, and for

MrDauge housing allowance (€275,000), car allowance, health care, disablement and survivors

insurance and subsidised meals.

4. In line with the corporate policy applying to all employees, pension benefits of the CFO only

start accruing after two years of employment at Allfunds, and are then granted retroactively

with effect from the date of commencement of the employment. Given MrDauge’s period of

service with Allfunds and resignation submitted in November 2021, he will not be entitled to

any pension contribution for 2021.

5. Bonus awarded in respect of 2021 included for Mr Alcaraz the annual bonus ordinarily granted

and calculated as a percentage of the base salary (£1,259,606), as well as an extraordinary

incentive linked to key milestones in 2021 as further detailed below (£543,643). Mr Dauge was

awarded a cash incentive of €175,000 in respect of his contribution in 2021 and an

extraordinary incentive of €175,000. Further details of the awards are included below. During

the year MrAlcaraz was also paid the 2018, 2019 and 2020 bonus partial amounts that had

been deferred according to the Company’s former deferral policy, and Mr Dauge was paid the

sign-on bonus of €4.5 million by an indirect shareholder of the Company, LHC1 Limited. These

amounts are not shown in the table as they are not receivable in respect of 2021.

6. The 2021 LTIP Award is subject to the achievement of performance measures in future

financial years. The 2021 LTIP Award may vest in two equal tranches in 2023 and 2024. Given

MrDauge’s resignation, he will not be entitled to any payment under the 2021 LTIP Award,

which will lapse on the termination of his employment and appointment with the Company.

7. Remuneration of executive directors is paid by the Group company Allfunds Bank, S.A.U. which

is the employer of both of them.

Notes in respect of each remuneration component

of executive directors:

Base salary

Executive directors receive a base salary that is payable in monthly

instalments in cash. Its purpose is to reward executive directors’ daily

work competitively, in accordance with their level of responsibility

and the complexity of the function assigned to their job positions.

It also ensures sufficient remuneration so that there is a fair ratio

between fixed and variable components of remuneration.

Base salaries’ future increases will normally be in line with increases

awarded to the overall employee population, although the salaries

are reviewed annually to ensure their market competitiveness.

Taxable benefits

Executive directors are eligible to receive a broad range of flexible

benefits. These benefits aim to provide executive directors with

attractive and flexible compensation in line with market practice,

thereby acting as a talent attraction and retention tool.

Pension entitlements

Executive directors are entitled to annual pension contributions

that provide them with a market competitive mechanism for the

accumulation of retirement benefits.

In 2021, MrAlcaraz received a pension contribution of £60,000.

MrDauge did not receive any pension contribution in 2021 as the

corporate policy for all employees is that pension contributions are

only payable after two years of service have been accrued (at which

point a retroactive contribution is made covering the first two years

of service). Given MrDauge’s period of service with Allfunds and his

resignation, he will not be entitled to any pension contribution

corresponding to 2021.

Annual bonus

Executive directors are entitled to receive an annual bonus linked to

the achievement of pre-set annual performance measures. This

variable remuneration component is designed to incentivise

directors to create value for the Company in the short, medium and

long term and to align their interests with those of shareholders. It

further rewards distinguished performance and achievements and

motivates directors to improve their performance.

Accordingly, the annual performance measures contribute to

Allfunds’ strategy and purpose. They contain a mix of corporate

and individual performance indicators weighted as shown in the

table below. The performance measures are proposed by the

Remuneration and Appointments Committee and approved by

the Board of Directors at the beginning of each financial year.

For each performance measure, a threshold, target and maximum

performance level is set along with a bonus payout. In 2021, the

maximum annual bonus opportunities in the event of maximum

performance were 180% of base salary for MrAlcaraz and 144%

of base salary for MrDauge. The on-target bonus opportunities

were 125% of base salary for MrAlcaraz and 100% of base salary

for MrDauge.

85www.allfunds.comAnnual Report 2021

STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

The performance measures set for 2021 were the following:

Performance measures

Weight (%)

Threshold Target Maximum Actual

2021 outcome

(% of target bonus)

Juan Alcaraz Amaury Dauge Juan Alcaraz Amaury Dauge

Corporate metrics 90% 60%

Adjusted EBITDA (€ million) 45% 30% 285.1 319.9 348.6 377.0 150% –

New asset-driven run-rate

(€ million) 18% 12% 3.85 7.7 10.3 16 150% –

Non-asset-driven annual recurring

revenue (€ million) 9% 6% 16.5 21.8-22.9 30.5 22.3 100% –

Qualitative leadership and delivery

capacity 18% 12%

Assessed by the Board at the end of the year based on

strategic goals’ achievements 120% –

Unit metrics – 30%

Finance team transformation 30%

Assessed by the Board at the end of the year based on

unit goals’ achievement – –

Individual metrics 10% 10%

Personal contribution 10% 10%

Assessed by the Board at the end of the year based on

individual goals’ achievement 120% –

Total outcome 137% –

Given MrDauge’s resignation submitted in November 2021 and

pursuant to the termination provisions of his agreement, he was not

entitled to receive the annual bonus corresponding to 2021.

Nevertheless, the Board, based on the Remuneration and

Appointments Committee’s proposal, resolved to grant him a cash

incentive of €175,000 (41% of his base salary at the end of the year)

to fairly reward his significant contribution to the achievement of all

the 2021 bonus’ corporate metrics as described below, as well as his

crucial role in the transformation of the finance team he launched

when joining Allfunds and has led to date, all in line with the

principles underpinning Allfunds’ remuneration system of paying

for performance, paying fairly and aligning pay with strategy.

As for MrAlcaraz, at the beginning of 2022, the Board, based on the

proposal of the Remuneration and Appointments Committee,

assessed each performance measure according to the scorecard

shown in the table above.

With respect to the quantitative corporate metrics (adjusted

EBITDA, new asset-driven run-rate and non-asset-driven annual

recurring revenue), the target level of each metric corresponds to

the budgeted metric for 2021 as approved by the Board of Directors

in December 2020. The payout ratios amount to 100% at the target

level, 50% at the threshold level and 150% at the maximum level.

Payout in between these levels is calculated on a straight-line basis.

Below the threshold level the payout is zero and above the

maximum level the payout is capped. No discretion was exercised

to adjust these formulaic outcomes.

With respect to qualitative leadership and delivery capacity, three

levels of performance were set, threshold, target and outstanding,

with payout ratios of 50%, 100% and 120%, respectively.

Performance of this metric was assessed by the Board in its

absolute discretion by analysing the achievements in three main

strategic goals: delivering successful business integration

milestones, continuing to improve clients’ journey through

value-added services and staying on track to deliver key strategic

pillars. In view of Allfunds’ results and strategic delivery during the

year, the Board determined that performance had been outstanding

and thus the outcome for this metric should be 120%.

As for individual performance, the Board assessed MrAlcaraz’s

contribution in each of the following key areas, which align with the

Company’s objectives.

- Company leadership: The CEO decisively led the Group through

a very demanding year. Financial and non-financial results at the

end of the year proved excellent and the contribution of

MrAlcaraz to this achievement was crucial. The CEO, closely

supported by the management team, led the IPO process and

obtained an extremely successful response from investors

during the IPO roadshow and throughout the year. This

assessment was based on the strong performance of the share

market price during 2021, the feedback gathered from investors

and the consensus reached by analysts. The Board also

considered that the CEO was crucial to the timely success of

business integration milestones. Under his leadership, the

integration office (whose head directly reports to MrAlcaraz)

delivered its integration goals and business continuity was

assured. In the same manner, the Board assessed that funds

harmonisation targets were achieved in 2021 and considered

that the CEO strongly contributed to digital diversification of

Allfunds revenues and the growth of non-asset-driven annual

revenues.

- COVID-19 response: The CEO played a critical role during the

COVID-19 pandemic by achieving record levels of business with

significant numbers of colleagues working from home and

remaining highly motivated and engaged, in spite of the

profound impact of the pandemic on the financial markets. This

conclusion was based on the outstanding results of the Group

compared to the overall performance of the markets and the

industry. From an internal perspective, he effectively led

employees’ progressive return to the office while maintaining

staff health and ensuring safety and work.

Overall, based on the achievement of corporate and unit measures and

on the assessment of the CEO’s personal contribution to the Group’s

success, the Remuneration and Appointments Committee determined

that the outcome of MrAlcaraz’s annual bonus for 2021 should be

137% of his target bonus, that is, 171% of his annual base salary.

Corporate governance: Directors’ Remuneration Report continued

86 Annual Report 2021www.allfunds.com

The 2021 annual bonus will be paid in cash and no portion of

the 2021 annual bonus shall be deferred.

Extraordinary bonus

In 2021 the executive directors along with other members of

the senior management were granted an extraordinary incentive.

For MrAlcaraz, the maximum opportunity of this extraordinary

bonus was set at 75% of his base salary, linked to the IPO success

(weighting 50%), business integrations (25%) and funds harmonisation

and fund dealing services (FDS) monetisation (25%). For MrDauge,

the maximum opportunity of this extraordinary bonus was set at

50% of his base salary (before the increase approved in 2021, that

is, €175,000) and was linked to the IPO success.

In terms of performance measures, it was established that:

i. The IPO success would be assessed based on the achievement

of several milestones without delay, including the timely and

sound delivery of marketing materials (early look, deep dive

and roadshow presentations as well as analyst presentations)

and legal and financial documentation (prospectus and financial

statements), the establishment of an Investor Relations function,

the successful roll-out of a post-IPO readiness plan and the

alignment of the Company’s structure with that of a listed company.

ii. The success of integrations would be assessed based on a series

of annual KPIs linked to asset migrations, EBITDA, platform

readiness and achievement of synergies, and on qualitative

objectives aligned with business as usual continuity of the

business, linked to transparency, readiness, simplicity, project

management, planification and reporting.

iii. Funds harmonisation and FDS monetisation would also be

assessed against different KPIs measuring the progress of the

harmonisation project, FDS monetisation and rebate revenues.

At the end of 2021 a straightforward assessment of the delivery of

these goals was conducted by measuring the relevant KPIs. The

outcome of the extraordinary bonus was set at 100% for the IPO

success and funds harmonisation and FDS monetisation, and at 95%

for the success of integrations. As a result, the amounts of incentive

paid were £543,643 to MrAlcaraz and €175,000 to MrDauge.

The Company considered that, in spite of his upcoming departure,

MrDauge was instrumental in the success of the IPO, which was

achieved well ahead of his resignation. He contributed primarily

by helping to build a robust investment case from a financial

perspective, and also by ensuring the readiness of financial

statements and their adequate and effective disclosure to investors.

The CFO also contributed significantly by establishing an investor

relations function that has successfully performed throughout the

year. This conclusion was based on the market’s response to the

IPO, in the first place, and to the announcement of financial results,

afterwards. Therefore he was awarded the full extraordinary bonus

he would have been entitled to had he not resigned from his office.

The extraordinary bonus was paid in cash and no portion shall

be deferred.

Long-Term Incentive Plan

Executive directors are eligible to participate in the LTIP approved

by the Board of Directors in October 2021. The LTIP aims to

motivate and incentivise sustainable long-term performance of the

Group and to promote alignment with shareholders’ interest while

aiding the retention of global talent. The first LTIP award was

granted on 8 October 2021 (the 2021 LTIP Award).

The 2021 LTIP Award is payable in Allfunds’ shares.

The 2021 LTIP Award is divided into two equal tranches: a first

tranche vesting in 2023 in relation to a performance period ending

on 31 December 2022 and a second tranche vesting in 2024 in

relation to a performance period ending on 31 December 2023, both

contingent on the achievement of two performance measures. This

tranched structure was approved by the Remuneration and

Appointments Committee for retention purposes. In light of the

Company’s IPO during 2021 and the expected payout schedules

under the existing incentive arrangements, the Committee

determined that it was necessary to incentivise and retain senior

managers and to align their interests.

Performance measures set for the 2021 LTIP Award are, equally

weighted:

i. Allfunds’ total shareholder return (TSR) compared against the

average TSR of companies belonging to STOXX Europe 600

Financial Services, in each case calculated over the period

starting on the date of admission to trading of Allfunds’ shares

(23 April 2021) and ending on 31 December 2022 for the first

tranche and on 31 December 2023 for the second tranche; and

ii. actual adjusted EBITDA (as appearing in the final annual

accounts to be approved for each relevant financial year)

compared against the budgeted adjusted EBITDA (as approved

by the Board of Directors in the budget for each relevant

financial year), cumulated during 2021 and 2022 for the first

tranche and during 2021, 2022 and 2023 for the second tranche.

For each performance measure, a threshold, target and maximum

performance level is set:

Performance measures

Performance levels

Threshold Target Maximum

Allfunds’ TSR against

comparator group’s TSR Below par At par

+ 33% or

higher

Actual adjusted EBITDA

against budgeted adjusted

EBITDA -20% At par

+ 33% or

higher

The TSR levels cannot be disclosed as they are unknown as of the

date of the Annual Report. The EBITDA levels are not being

disclosed for their commercial sensitivity. Both levels will be

reported following the end of the performance periods.

For each performance level, an LTIP payout is set:

Performance measures

LTIP payout ratio

Threshold Target Maximum

Allfunds’ TSR against

comparator group’s TSR 0% 100% 200%

Actual adjusted EBITDA

against budgeted adjusted

EBITDA 50% 100% 200%

87www.allfunds.comAnnual Report 2021

STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

Payout between these levels is calculated on a straight-line basis.

Below the threshold level the payout is zero and above the

maximum level the payout is capped.

The target LTIP opportunity in the event of target performance

was established, for MrAlcaraz, as a number of shares with a

monetary value equal to 125% of his base salary per annum, that is

£918,750 based on his annual salary of £735,000, and, for MrDauge,

a number of shares with a monetary value equal to 100% of his base

salary per annum, that is €425,000.

The equivalent number of shares was calculated on the date of

grant (8 October 2021) by dividing the monetary value of the award

by the average middle market quotation in the 20 dealing sessions

preceding the date of grant obtained from the official list of

Euronext Amsterdam (€17.01 per share). For MrAlcaraz, whose

base salary is set in GBP, the exchange rate applied was the

average exchange rate during that same period as officially

disclosed by the European Central Bank. The resulting number of

shares is 63,142 shares for MrAlcaraz and 24,981 shares for

MrDauge at target level, and 126,284 shares for MrAlcaraz and

49,962 shares for MrDauge at maximum level.

Given MrDauge’s resignation notified in November 2021, he will not

be entitled to any payment under the 2021 LTIP Award, which will

lapse on the termination of his employment and appointment with

the Company.

The 2021 LTIP Award does not carry dividends.

The 2021 LTIP is subject to malus and clawback clauses under

which the Remuneration and Appointments Committee may:

(i)reduce (including to nil) the number of shares or notional shares

in respect of which any future LTIP award is granted to a

participant; (ii)reduce (including to nil), as the Remuneration and

Appointments Committee considers appropriate, the cash amount

payable under an unvested 2021 LTIP Award or the number of

shares under an unvested 2021 LTIP Award; or (iii)in relation to a

vested 2021 LTIP Award require a participant to pay to the

Company, as the Remuneration and Appointments Committee

considers appropriate, such number of shares or such monetary

amount no greater than the net value of the vested shares. The

circumstances in which the Remuneration and Appointments

Committee can exercise its discretion under (i) to (iii) are:

(a)material financial misstatement of the Company’s audited

financial accounts; (b)conduct by a participant which results in or is

reasonably likely to result in significant reputational damage to the

Company; (c)the negligence or gross misconduct of a participant;

or (d) fraud effected by or with the knowledge of a participant.

There are robust mechanisms in place to ensure that these

provisions are enforceable.

Main conditions of the 2021 LTIP Award Opening balance During the year Closing balance

End of performance

period Award date

Value per share

at grant Vesting date

End of holding

period

Shares awarded at

the beginning of 2021

Shares awarded in

2021

Shares subject to

performance

Juan

Alcaraz

2021 LTIP Award

Tranche 1 31 Dec 2022 8 Oct 2021 €17.01 March 2023 N/A 0 63,142 63,142

2021 LTIP Award

Tranche 2 31 Dec 2023 8 Oct 2021 €17.01 March 2024 N/A 0 63,142 63,142

Amaury

Dauge

2021 LTIP Award

Tranche 1 31 Dec 2022 8 Oct 2021 €17.01 March 2023 N/A 0 24,981 24,981

2021 LTIP Award

Tranche 2 31 Dec 2023 8 Oct 2021 €17.01 March 2024 N/A 0 24,981 24,981

1. Mr Dauge’s full 2021 LTIP Award will lapse on the termination of his employment with the Company.

Corporate governance: Directors’ Remuneration Report continued

Malus and clawback clauses

In 2021 the Company did not apply any clawback or malus clause

with respect to executive directors’ variable remuneration. The LTIP

Awards are subject to the malus and clawback clauses described above.

Scenario analyses

Juan Alcaraz’s pay scenarios in 2021:

- Minimum: consists of base salary, taxable benefits and pension

(£1,217.1 thousand), and results in 100% of the total

compensation being fixed

- On-target: consists of base salary, taxable benefits and pension

(£1,217.1 thousand), plus on-target annual bonus and full

extraordinary bonus (£1,470 thousand), and results in 45% of

the total compensation being fixed and 55% being variable

- Maximum: consists of base salary, taxable benefits and pension

(£1,217.1 thousand), plus maximum annual bonus and full

extraordinary bonus (£1,874 thousand), and results in 39% of the

total compensation being fixed and 61% being variable

Amaury Dauge’s pay scenarios in 2021:

- Minimum: consists of base salary, taxable benefits and pension

(€656 thousand), and results in 100% of the total compensation

being fixed

- On-target: consists of base salary, taxable benefits and pension

(€656 thousand), plus on-target annual bonus and full

extraordinary bonus (€525 thousand), and results in 56% of the

total compensation being fixed and 44% being variable

- Maximum: consists of base salary, taxable benefits and pension

(€656 thousand), plus maximum annual bonus and full

extraordinary bonus (€679 thousand), and results in 49% of the

total compensation being fixed and 41% being variable

These scenarios were calculated before increasing MrDauge’s base

salary with effect from 1 July 2021. For informative purposes only,

the scenarios with his increased salary are disclosed below:

- Minimum: consists of base salary, taxable benefits and pension

(€731 thousand), and results in 100% of the total compensation

being fixed

- On-target: consists of base salary, taxable benefits and pension

(€731 thousand), plus on-target annual bonus and full

88 Annual Report 2021www.allfunds.com

extraordinary bonus (€638 thousand), and results in 53% of

the total compensation being fixed and 47% being variable

- Maximum: consists of base salary, taxable benefits and pension

(€731 thousand), plus maximum annual bonus and full

extraordinary bonus (€824 thousand), and results in 47% of

the total compensation being fixed and 53% being variable

No outstanding loans

The executive directors do not have any outstanding loans towards

the Company or any of the Group companies in accordance with the

meaning of section 2:383e of the Dutch Civil Code.

Planned implementation of the Remuneration Policy in

2022 for executive directors

The Remuneration Policy is being submitted to shareholders’

binding approval at the 2022 AGM and, if approved, the Policy will

apply immediately from the date of the 2022 AGM for three years

until the 2025 AGM, unless a further policy is approved by

shareholders before then.

Below is a summary of how the Remuneration Policy is planned to

be implemented in 2022 with respect to executive directors.

Base salary

MrAlcaraz’s base salary was increased in 2022 up to £1,000,000.

This increase is based, on the one hand, on Allfunds’ strong

performance during the year, the resulting market capitalisation as

well as its growth potential, and on the other hand, on the findings

of a benchmarking assessment conducted by Korn Ferry during

2021, which had already motivated the increase of MrDauge’s

salary in July 2021. The peer group consisted in a blended group

of 22 asset management firms and banks across Europe and the

United States, chosen based on several size indicators as total

revenue, market capitalisation, total assets and employees,

compared to which the CEO’s position was below median. Based

on the foregoing, the Remuneration and Appointments Committee

considered there was room for increase in line with Allfunds’

philosophy of paying competitively and paying for performance,

and with its ultimate goal of retaining talent.

MrDauge’s salary was maintained at 2021 levels during the first

months of 2022 that he stayed in office.

Annual variable remuneration

The Board, advised by the Remuneration and Appointments

Committee, resolved that MrAlcaraz’s annual variable remuneration

for 2022 will be linked to the achievement of the following

performance measures:

Performance measures Weight (%)

Corporate metrics 90%

Adjusted EBITDA (€ million) 45%

New asset-driven run-rate (€ million) 18%

Non-asset-driven annual recurring revenue (€ million) 9%

Qualitative leadership and delivery capacity 18%

Individual metrics 10%

Personal contribution 10%

Total 100%

The target measures and performance levels are considered to be

commercially sensitive, but will be disclosed in the next Directors’

Remuneration Report.

Details of the Remuneration and Appointments Committee’s

assessment will be given in the remuneration report next year.

In line with the new Directors’ Remuneration Policy, MrAlcaraz’s

annual bonus opportunity is 180% of his base salary in the event of

maximum performance and 125% of his base salary in the event of

target performance.

MrDauge will not be entitled to any annual variable remuneration

in 2022 given his resignation to take effect on 31 March 2022.

Long-Term Incentive Plan

The second LTIP award was approved in March 2022 and will be

effectively granted on 1 April 2022 (the 2022 LTIP Award).

The shares will vest in January 2025 contingent on the achievement

of the following performance measures (equally weighted), which have

been approved by the Remuneration and Appointments Committee:

i. Allfunds’ TSR compared against the average TSR of companies

belonging to STOXX Europe 600 Financial Services, in each case

calculated over the period starting on 1 January 2022 and

ending on 31 December 2024; and

ii. actual adjusted EBITDA (as appearing in the final annual

accounts to be approved for each relevant financial year)

compared against the budgeted adjusted EBITDA (as approved

by the Board of Directors in the budget for each relevant

financial year), cumulated in 2022, 2023 and 2024.

For each performance measure, a threshold, target and maximum

performance level is set:

Performance measures

Performance levels

Threshold Target Maximum

Allfunds’ TSR against

comparator group’s TSR Below par At par

+ 33% or

higher

Actual adjusted EBITDA

against budgeted adjusted

EBITDA -20% At par

+ 33% or

higher

The TSR levels cannot be disclosed as they are unknown as of the

date of the Annual Report. The EBITDA levels are not being

disclosed for their commercial sensitivity. Both levels will be

reported following the end of the performance period.

For each performance level, an LTIP payout is set:

Performance measures

LTIP payout ratio

Threshold Target Maximum

Allfunds’ TSR against

comparator group’s TSR 0% 100% 200%

Actual adjusted EBITDA

against budgeted adjusted

EBITDA 50% 100% 200%

Payout between these levels is calculated on a straight-line basis.

Below the threshold level the payout is zero and above the

maximum level the payout is capped.

89www.allfunds.comAnnual Report 2021

STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

The target LTIP opportunity approved for MrAlcaraz in the event

of target performance is a number of shares with a value equal to

125% of his base salary per annum, that is £1,250,000 based on his

annual salary of £1,000,000.

The equivalent number of shares will be calculated on the date of

grant (1 April 2022) by dividing the monetary value of the award by

the average middle market quotation in the 20 dealing sessions

preceding the date of grant obtained from the official list of

Euronext Amsterdam. For MrAlcaraz, whose base salary is set in

GBP, the exchange rate applied will be the average exchange rate

during that same period as officially disclosed by the European

Central Bank. The share value and the resulting number of shares at

target level and at maximum level will be disclosed in the 2022

Annual Report.

Given MrDauge’s resignation submitted in November 2021, he was

not awarded the 2022 LTIP Award.

The 2022 LTIP Awards do not carry dividends.

It is subject to the same malus and clawback clauses as the 2021

LTIP Award (for further details see above).

Pension arrangements

MrAlcaraz’s annual pension contributions will be maintained

at 2021 levels.

MrDauge will not receive any pension contribution corresponding

to the first months of 2022 given his resignation.

Other benefits

MrAlcaraz’s flexible benefits will be maintained at 2021 levels.

MrDauge’s benefits will be maintained at 2021 levels during

the first months of 2022 that he stayed in office.

Corporate governance: Directors’ Remuneration Report continued

Non-executive directors’ remuneration

Non-executive directors’ total compensation for 2021 was defined as annual fees, as well as reimbursement of expenses reasonably incurred

by them in fulfilment of their roles.

Single total figure for non-executive directors (audited)

(in Euros)

Director

Board fees Committee fees

Allfunds Bank

board fees

Allfunds Bank

board committee fees

Total

remuneration

2021

(1)

2021 2021 2021 2021

Blake Kleinman 0 0 0 0 0

Johannes Korp 0 0 0 0 0

Zita Saurel 0 0 0 0 0

David Vaillant 0 0 0 0 0

Andrea Valier 0 0 0 0 0

Julian Abraham 0 0 0 0 0

Fabian Shey 0 0 0 0 0

Lisa Dolly 47,500 17,500 47,500 17,500 130,000

Sofia Mendes 47,500 0 47,500 0 95,000

David Pérez Renovales 47,500 17,500 47,500 17,500 130,000

JP Rangaswami 77,500

(2)

12,500 47,500 12,500 150,000

Delfin Rueda 47,500 0 47,500 0 95,000

Ursula Schliesser 47,500 12,500 47,500 12,500 120,000

1. As this is the first period reported since the IPO it is not possible to provide meaningful year-on-year comparative data. Full disclosure will be provided in future remuneration reports.

2. Mr Rangaswami’s annual board fees amount to €47,500, as the other directors. The additional €30,000 was paid in 2021 for his services rendered during the period preceding the Company’s IPO, where,

among others, he temporarily undertook the chairmanship of the Allfunds Bank board committees upon the death of Jaime Carvajal.

Notes in respect of each remuneration component of

non-executive directors:

Annual fees

Independent non-executive directors are entitled to the following

annual fixed fees:

- A €47,500 annual fee for membership of the Board of Directors

- A €12,500 annual fee for membership of each Board Committee

(excluding Committee chairs)

- A €17,500 annual fee for performing the role of Board

Committee Chair

Independent directors are also entitled to the same fees for

performing the roles of members of Allfunds Bank’s Board of

Directors and its committees.

Non-executive non-independent directors are not entitled to said fees.

Other arrangements

The Company may reimburse expenses reasonably incurred by

non-executive directors in fulfilment of their roles.

The Company provides directors’ and officers’ liability insurance

and has executed a deed of indemnity in the non-executive

directors’ favour.

90 Annual Report 2021www.allfunds.com

Planned implementation of the Remuneration Policy in

2022 for non-executive directors

The Remuneration Policy is being submitted to shareholders’

binding approval at the 2022 AGM and, if approved, the Policy will

apply immediately from the date of the 2022 AGM for three years

until the 2025 AGM, unless a further policy is approved by

shareholders before then.

With respect to non-executive directors, their remuneration for

membership of the Board and its Committees and for chairing the

Committees will remain unchanged in 2022.

The new independent Chair will be entitled to receive an annual

fee of €200,000 for performing the role of member and Chair of

the Board of Directors and the same amount for performing the

role of member and Chair of the Board of Allfunds Bank.

Non-executive directors are not paid a pension and do not

participate in any of the Company’s variable incentive schemes.

Non-Executive Directors do not receive any other taxable benefits.

Other remuneration disclosures

Total pension entitlements (audited)

No person having served as a director of the Company during

2021 has a prospective entitlement to defined benefits or cash

balance benefits.

Payments to former directors

No remuneration was paid to former directors of Allfunds in 2021.

MrDauge served as director throughout the entire year and is

therefore not considered a former director for the purposes of

this section.

Payments for loss of office

No payment for loss of office to directors of Allfunds was made

in 2021.

Directors’ shareholdings and share interests

As stated in the proposed Directors’ Remuneration Policy and

according to the Company’s Insider Trading Policy, directors and

other persons discharging managerial responsibilities are required

to hold Allfunds’ shares only for long-term investment purposes in

line with the provisions of the Dutch Code. They are also prevented

from purchasing or writing options on, or short selling, securities of

the Company.

The interests in shares of the Company held as at 31 December 2021

by directors in office during the year, including any interests of their

connected persons, are set out in the table below:

Directors Shares held

Shares unvested and subject

to performance conditions

(1)

Executive directors

Juan Alcaraz 0

(2)

126,284

(3)

Amaury Dauge 0

(2)

49,962

(3)

Non-executive directors

Blake Kleinman 0 0

Johannes Korp 0 0

Zita Saurel 0 0

David Vaillant 0 0

Andrea Valier 0 0

Julian Abraham 0 0

Fabian Shey 0 0

Lisa Dolly 0 0

Sofia Mendes 0 0

David Pérez Renovales 0 0

JP Rangaswami 0

(2)

Delfin Rueda 0 0

Ursula Schliesser 0 0

1. Refers to the shares granted under the 2021 LTIP Award. For details of this award, including

performance conditions, see above.

2. Mr Alcaraz, Mr Dauge and Mr Rangaswami hold no direct shares in the Company but they

have an indirect interest of 0.926%, 0.132% and 0.010%, respectively, as a result of their

interests in LHC Manco Limited, an indirect shareholder of LHC3 Limited, which in turn is a

direct shareholder of the Company.

3. Figures reflect maximum number of shares that can vest under each 2021 LTIP Award, which

will vest in two tranches in 2023 and 2024.

TSR performance and CEO pay

The graph below shows the value at 31 December 2021 of €100

invested in Allfunds at the IPO price of €11.50 per share on 23 April

2021, the date of admission to trading on Euronext Amsterdam,

compared to €100 invested in the STOXX Europe 600 Financial

Services, on the assumption that dividends are reinvested for

additional equity. The STOXX Europe 600 Financial Services was

selected as a comparator as Allfunds is a constituent. This allows

our performance to be compared against the index as a whole.

Allfunds Group Plc STOXX Europe 600 Financial Services

31/12/2122/04/21 22/06/21 22/08/21 22/10/21

140.00

130.00

120.00

110.00

100.00

150.00

160.00

91www.allfunds.comAnnual Report 2021

STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

Severance payments

With respect to MrAlcaraz, in the event of termination by Allfunds

in circumstances that are not considered to be a bad leaver,

MrAlcaraz is entitled to a severance payment of 798.75 days’

earnings, which include base salary, contractual benefits and the

higher of his target annual bonus amount and the bonus amount

paid to him in the preceding 12 months (in each case converted into

a daily figure). The severance payment will be conditional upon

MrAlcaraz signing a settlement agreement waiving any legal claims

against Allfunds Bank and will be inclusive of any payment in lieu of

notice made to him.

MrDauge was entitled to a severance payment in the event of

termination resulting from a change of control in an amount equal

to (i)a pro-rated annual bonus in respect of the period up to the

termination date, calculated on the basis of 60% of target; and (ii)a

payment of six months’ salary (or a statutory severance payment, if

higher). MrDauge would have been entitled to these payments only

if the termination by Allfunds Bank, or the circumstances triggering

his resignation, had been linked to a change of control. His

resignation does not entitle him to any payment of this nature.

Non-executive directors are not entitled to any compensation

(other than accrued and unpaid fees and expenses for the period

up to the termination) for loss of office.

Governance

The Remuneration and Appointments Committee Report included

in this Annual Report contains information in relation to its

members and the activities carried out in 2021.

During the year, the Committee was assisted in its considerations,

except in relation to their own remuneration, by the CEO, the CFO,

the Chief People Officer and the Human Resources Department, as

well as the Company Secretary and the Legal Department.

Likewise, during the year the Committee appointed (i)Willis Towers

Watson as its independent adviser to review the annual bonus

scheme for Allfunds’ global employee population, including the

executive directors, and (ii)Korn Ferry as independent adviser to

advise on the design of the LTIP and to provide a benchmark of

senior managers’ base salaries, including both the CEO and the

CFO. Each of the independent advisers were selected by the Chief

People Officer based on their merits, capabilities and services

proposals following an open process where several firm candidates

were assessed. The Company also reviewed the potential for

conflicts of interests of each adviser and judged there were none.

Willis Towers Watson provided its services on an agreed-upon fee

basis based on its dedication and professional experience at a cost

of €27,980, and Korn Ferry provided its services on a time spent

basis at a cost of €64,960, in both cases excluding VAT. The

Remuneration and Appointments Committee was satisfied with the

advice and services provided by each independent adviser.

Corporate governance: Directors’ Remuneration Report continued

As for the CEO’s historical pay outcomes, as this is the first period

reported since listing it is not possible to provide meaningful

year-on-year comparative data. Full disclosure will be provided in

future remuneration reports.

Change in remuneration of directors and employees

Similarly, as this is the first period reported since listing it is not

possible to provide meaningful comparative data on the annual

change in remuneration of directors and employees. Full disclosure

will be provided in future remuneration reports.

Executive directors’ pay ratios

The Company is exempt from disclosing CEO pay ratios according

to Schedule 8 of The Large and Medium-sized Companies and

Groups (Accounts and Reports) Regulations 2008, as amended, as

the Group does not meet the qualifying condition of having 250 full-

time equivalent employees in the UK.

Nevertheless, the Company is disclosing the ratios between the

total remuneration of the executive directors and the average

annual remuneration of the Group employees, to comply with Best

Practice Provision 3.4.1 of the Dutch Code. As recommended by the

Dutch Code Monitoring Committee, the CEO and CFO total annual

remuneration includes all the remuneration components included in

the 2021 annual accounts, and the average annual remuneration of

employees has been determined by dividing the total payroll cost

for 2021 as included in the annual accounts divided by the average

number of employees in 2021 including temporary employees.

Sign-on bonuses paid in 2021 by an indirect shareholder of the

Company have not been considered. Accordingly, the pay ratios in

2021 were 19.9 for the CEO and 6.4 for the CFO. As this is the first

period reported since listing, it is not possible to provide meaningful

comparative data from the previous year.

Relative importance of spend on pay

The table below sets out distributions to shareholders by way of

dividends and remuneration paid to or receivable by employees in

2020 and 2021, and the percentage of change between these years.

With respect to dividends, the Board notes that this is the first

period reported since listing and that, in its view, the annual change

of dividends in 2021 compared to 2020 was exceptional and is not

representative of future changes. In 2021 the Board approved a

Dividend Policy aimed to provide stable dividends going forward

and targeting a payout ratio of 20% to 40% of adjusted net income.

€ million 2021 2020 Annual change

Dividends

(1)

0 12 -100%

Employee remuneration

(2)

112.9 75.6 +49%

1. Dividends paid, which correspond in 2020, to an interim dividend of €12 million (€10.9cents

per share). No distributions to shareholders were made in the form of share buybacks. The

dividend of €185 million (€29.39 cents per share) that was conditionally granted before the

IPO to the then shareholders of the Company, as described in the IPO prospectus, was

effectively paid in January 2022 upon achievement of the conditions it was subject to.

2. As shown in the approved annual accounts for each relevant financial year. The amount for

2021 includes the sign-on bonuses paid by an indirect shareholder of the Company to several

employees during 2021, including Mr Dauge.

92 Annual Report 2021www.allfunds.com

Proposed Directors’ Remuneration Policy

In the following pages we have set out the Company’s remuneration

policy for its executive directors and non-executive directors (the

Policy). We will seek shareholders’ approval of the Policy at the

AGM on 21 April 2022, and if approved, the Policy will apply

immediately for three years until the AGM in 2025, unless

amendments to the Policy are required, in which case further

shareholder approval will be sought.

Key principles

The Company is the parent company of a Spanish credit institution

supervised by the Bank of Spain, Allfunds Bank S.A.U (Allfunds

Bank). Allfunds Bank acts as the parent company to an

international group of entities, most of them financial (although not

all), including subsidiaries, branches and representation offices

(together with the Company and Allfunds Bank, the Group).

Therefore, remuneration needs to reflect and be consistent with the

applicable regulatory regimes, including the requirements imposed

by the Bank of Spain (the Spanish Regulations).

In addition to complying with the regulatory regimes, this Policy

aims to reflect the Group’s culture. Having its shares listed on

Amsterdam’s EU regulated market operated by Euronext

Amsterdam N.V., the Company has voluntarily adopted the Dutch

Corporate Governance Code (the Dutch Code) and adheres to the

Dutch Code’s best practices and principles also in relation to its

remuneration policy other than as explicitly stated in this Policy. Its

design is intended to align its directors with the Group’s long-term

goals. The Group considers proper remuneration of its professionals

to be a fundamental factor in achieving its goals and for unlocking

value for shareholders. Therefore, it is vital that this Policy allows

the Company to attract and retain talented directors, while also

being mindful of employee experiences across the Group.

In general, the Policy is governed by the following principles and is

established by the Company’s Remuneration and Appointments

Committee of the Board of Directors (the Committee):

- Remuneration must foster the adequate and efficient

management of risks, and must be aligned with the interests of

shareholders and other stakeholders of the Group, fostering the

creation of value in the short, mid and long-term and avoiding

excessive risk actions taken for short-term gain

- The global remuneration package and its structure should be

competitive, making it easier to attract and retain directors

- The remuneration practices derived from this Policy should be

in keeping with an effective management of conflicts of interests

- Remuneration should be in accordance with capital

requirements

- Fixed remuneration should represent a significant portion of

total compensation

- Variable remuneration should reward performance, based on,

among other factors, achieving the Group’s goals

- The Policy should be respectful of the principles of non-

discrimination, and any other aspects relevant to the Company

and the Group, such as social employee-related matters, respect

for human rights, and fighting corruption and bribery

- The Policy should promote internal fairness between similar

levels of responsibility and performance

- The Company has the right to reduce or remove variable

remuneration if it is not appropriate in the circumstances

- The allocation of variable remuneration components is intended

to take into account current and future risks.

Remuneration policy – executive directors

The following table sets out our policy for the Company’s

executive directors.

In setting the Policy, we pay full regard to the Spanish Regulations,

as they are amended from time to time. Pursuant to the Spanish

Regulations:

- The method for determining the remuneration of the executive

directors must not compromise their objectivity or create

conflicts of interest

- It is important that fixed remuneration is a key and significant

component of the overall remuneration package and, as such, all

the elements of variable remuneration for a given performance

year shall not exceed 200% of the fixed components for that year

- Executive directors’ variable remuneration should be based on

specific objectives and should not be determined by individual

financial performance of the business area subject to their

control or supervision

- Executive directors engaged in control functions are

independent from the business units they oversee, in order to

have the appropriate authority

- The remuneration of executive directors will be overseen by the

Committee (as well as by the Allfunds Bank Remuneration and

Appointments Committee, given that the executive directors are

employed by Allfunds Bank).

93www.allfunds.comAnnual Report 2021

STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

Please see below for details of the individual components of executive director compensation.

Base salary

Purpose

– To reflect the level of responsibility and complexity of the functions assigned to each job position. Internal fairness is especially

important, in particular establishing and maintaining a fair remuneration structure that aligns with the relative importance of each

role. Therefore, the greater the responsibility and/or complexity of the role, the higher the benchmark level of fixed remuneration

– To ensure enough remuneration so that there is a fair ratio between the fixed and variable components of remuneration, taking

into account the fact that variable remuneration may be decreased or removed entirely where an executive director has

demonstrated poor performance, poor behaviour or has taken inappropriate risks

Operation

Base salaries are typically reviewed annually at the beginning of each year reviewing internal fairness and external competitiveness

against companies of similar size and complexity, normally taking retroactive effect as of 1 January in that year. The aim of the

review is to ensure that executive directors’ base salaries are adequately aligned with the market and internally. Base salaries are

paid monthly in cash.

Maximum

value and

performance

measures

Base salary in 2022 is £1,000,000 for Mr Alcaraz. Salaries for any new executive directors will be determined after taking into

account internal fairness and external competitiveness.

Any future increases in base salaries will normally be in line with the increase awarded to the overall employee population. Greater

changes in base salary may be implemented in cases where an employee is considered to be a ‘top performer’ and their base salary

is significantly unaligned with market benchmarks among financial institutions, platforms and wealth management firms or the

Company’s own internal fairness. These changes, in general, will be made to coincide with salary reviews but they can be made at

any time when there is considered to be a risk of talent leaving the Company or a significant change in responsibility.

Other

N/A

Pension

Purpose

– To provide retirement benefits which keep the Company competitive within the industry

– To provide a mechanism for the accumulation of retirement benefits

Operation

The Group provides an employer sponsored defined contribution pension plan. All executive directors are eligible to participate in

the plan, or receive cash in lieu of employer’s contribution.

Maximum

value and

performance

measures

Maximum annual employer contribution for each executive director is £10,000. In addition, an executive director may receive an

annual cash allowance in lieu of an additional pension contribution equal to 12% of their base salary. The overall combined value of

cash allowance and employer pension contribution may not exceed £60,000 per annum.

Other

N/A

Benefits

Purpose

– To provide flexible benefits as part of a competitive remuneration package

– To attract and retain top talent

Operation

Core benefits include subsidised meals, life insurance, permanent health insurance, and medical and dental insurance. Executive

directors may also be eligible for a corporate vehicle in accordance with the Group’s policy.

Executive directors are also entitled to receive accommodation expenses and minor dependents’ school fees to cover additional

expenditure incurred while they are located outside their normal countries of residence in order to perform their roles. Payment of

such expatriate allowances will be reviewed on an annual basis.

The Committee reserves discretion to introduce new benefits where it concludes that it is in the interests of the Group to do so,

having regard to the particular circumstances and to market practice.

Maximum

value and

performance

measures

Accommodation expenses (if provided) are capped at £360,000 per year for an executive director.

The cost of benefits will be kept in line with market practice. The Committee will monitor such costs in practice and ensure that the

overall costs do not increase by more than the Committee considers appropriate in all circumstances.

Other

N/A

Corporate governance: Remuneration policy

94 Annual Report 2021www.allfunds.com

Annual bonus

Purpose

– To provide an incentive to create value for the Company in the short, medium and long-term

– To reward distinguished performance and achievements

– To motivate people to improve their performance

– To act as a retention tool in the short, medium and long-term

– To align employees’ performance with the shareholders’ interests, prudent risk management and generation of value for the

Company

Operation

Awards are discretionary and decisions are based on the Allfunds Bank’s Remuneration and Appointments Committee’s judgement

of executive directors’ performance, as overseen by the Committee and the performance of the Company. The director must

continue to be employed by the Group on the payment date. If the director is on his or her notice period on the payment date, the

amount received will be proportional to the time that has been worked. The annual bonus will be paid in accordance with the details

in ‘Other’ below.

Maximum

value and

performance

measures

The maximum annual bonus opportunity is capped at 180% of base salary per annum for Mr Alcaraz and 144% of base salary per

annum for any other executive director. The maximum award will be paid if the maximum performance is achieved. On-target

performance on all measures will result in a payment of 125% of base salary per annum for Mr Alcaraz and 100% of base salary per

annum for any other executive director. Attaining the threshold performance level will result in a 50% payment of the on-target bonus.

The performance measures applied to annual bonus will be set annually at the beginning of the financial year, and may be financial

or non-financial, and corporate or individual, and targets will be appropriately demanding. At least 90% of the bonus will be based

on financial metrics with the balance based on non-financial metrics to be assessed by the Remuneration and Appointments

Committee after the end of the year.

Other

100% of annual bonus payout will be paid in cash without deferral.

Annual bonus will be subject to satisfaction of applicable regulatory requirements, including the Spanish Regulations, and payouts

may be subject to downward adjustment notwithstanding the achievement of applicable performance measures. In accordance with

regulatory requirements and shareholder approvals obtained by Allfunds Bank, the proportion of on-target variable to fixed remuneration

payable to identified persons within the Allfunds Bank Banking Group, including the directors, must not exceed a ratio of 2:1.

Malus/clawback provisions apply to the annual bonus payouts, including any portion deferred into shares, in accordance with the

Group Malus and Clawback Policy.

Long-term incentive plan (the LTIP)

Purpose

– To motivate and incentivise sustainable long-term performance of the Group

– To aid the retention of global talent

– To promote alignment with shareholders’ interests

Operation

Executive directors may be granted awards under the LTIP to receive shares for nil-cost. LTIP awards to executive directors will

normally made in the form of conditional shares which vest after a three-year performance period. Awards are normally granted annually.

Maximum

value and

performance

measures

The maximum on-target grant date value of LTIP awards that may be granted to an executive director is 150% of base salary per annum.

The Committee may set such performance measures for LTIP awards as it considers appropriate. The measures may be financial or

non-financial, and corporate or individual.

It is currently expected that the vesting of the LTIP awards will be based on the Company’s total shareholder return relative to

STOXX Europe 600 Financial Services and the adjusted EBITDA, each of them weighting 50%. The Committee can set different

performance conditions for awards granted in different years, provided that the conditions are not materially less challenging from

any one award to the next. The Committee may make adjustments to the performance conditions applicable to outstanding LTIP

awards as it considers appropriate to take account of any relevant factors, and in particular, if there is an event which causes the

performance conditions to be no longer a fair measure of performance, so long as the amended conditions are at least as challenging

as the ones originally set. Below threshold performance level 0% and at maximum performance level 200% of on-target LTIP award

will vest.

LTIP awards may carry dividend equivalents which accrue on such basis as the Committee may determine and may be payable in

cash or shares.

For every LTIP award, appropriate disclosures regarding the proposed performance conditions will be made in the Annual Report.

Corporate governance: Remuneration policy continued

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STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

Long-term incentive plan (the LTIP) continued

Other

The operation of the LTIP is subject to applicable regulatory requirements, including the Spanish Regulations, and awards may be

subject to downward adjustments notwithstanding the achievement of applicable performance measures. In accordance with

regulatory requirements and shareholder approvals obtained by Allfunds Bank, the proportion of on-target variable to fixed remuneration

payable to identified persons within the Allfunds Bank Banking Group, including the directors, must not exceed a ratio of 2:1.

Malus and clawback provisions apply to the LTIP awards, in accordance with the Group Malus and Clawback Policy.

Please see below under ‘Legacy arrangements’ for the terms of the “Initial LTIP Awards” granted in October 2021.

comparable profile (knowledge, abilities, attitudes, responsibility,

experience and contribution) including a consideration of the

following aspects:

- Specificity of the business / niche: the Group’s business,

providing integrated solutions in the distribution of funds, is

practically unique in the market. As a result, the Group’s

business is not exactly replicated by many other companies

- Commercial profile / client-oriented approach: many roles

across the Group are very commercial and client-oriented.

There are opportunities to develop commercial relationships

and to intervene in the long negotiation process before a

deal is closed

- Corporate / institutional client: the Group’s clients are

financial institutions. At financial institutions, directors are

frequently liaising with specialist managers and committees.

As a result, our commercial positions need to reflect that, and

- International component: the Group’s clients may be located

anywhere in the world and, accordingly, it is necessary to

consider an individual’s willingness to travel and close deals

across the globe.

In addition to the aspects above, for the purposes of market

remuneration, the following aspects are considered: impact of the

position on the business; relationship with clients; complexity of the

position; importance in the Company’s expansion process; team

management; and retention of key employees.

Remuneration packages of employees differ from the Policy for

executive directors in the following areas:

- Annual bonus: all employees are eligible for annual bonus,

although the quantum and weightings of performance measures

vary by level

- LTIP: along with executive directors, senior employees

participate in the LTIP based on the same performance

conditions as those for executive directors. Awards made to

employees with less seniority may be made without

performance conditions

- Pension: employees are eligible to take part in pension

arrangements based on their location and executive directors’

pension benefits approved in this Policy can exceed the Group’s

wider pension contributions

- Benefits: employees are entitled to taxable and non-taxable

benefits, with most senior employees being entitled to

substantially the same benefits as the executive directors except

for housing allowances

Malus and clawback policy

Amounts payable under variable remuneration (including annual

bonus and LTIP awards) may be reduced (including to nil) in the

event of (i)a restatement of the annual financial statements of the

Group if such restatement would result in lesser payments, (ii)the

individual’s serious and negligent breach of any internal rules that

might affect the Group’s risk profile, (iii)significant variations in the

economic capital or risk profile of the Group that make the payment

of any deferred amounts unadvisable, (iv)a fraudulent action by

the individual, (v)the individual causing serious damage to the

Group involving culpability or negligence, or (vi)termination of

employment where the individual is not a good leaver. The

provisions apply for five years from the grant date.

In addition, the individuals must repay part or all of variable

remuneration already received in the event of (i)a restatement of

the annual financial statements of the Group if such restatement

would result in lesser payments, (ii)the individual’s serious and

negligent breach of any internal rules that might affect the Group’s

risk profile, (iii)a fraudulent action by the individual, (iv)the

individual causing serious damage to the Group involving

culpability or negligence, or (v)the disciplinary dismissal or

termination of the individual due to breach of duty or causing

damage to the Group or circumstances entitling the Group to take

action against the individual. The provisions apply for five years

from the payment date.

Alignment between the executive directors’

remuneration policy and all employees’ policy

The Group’s wider employee remuneration policy is driven by the

creation of a culture of high performance. The Committee has

reviewed the wider employee remuneration policy to ensure that it

continues to support the Company’s overall proposition to attract,

retain and motivate the best people, who are aligned to the

Company’s values and committed to maintaining a long-term career

within the Group. The Committee did not consult with the Group’s

employees when setting the Policy.

The Committee considers the following factors in designing

the remuneration policy and determining the remuneration of

executive directors:

- Internal fairness: comparison with the remuneration of an

employee who the Group is paying for a position with a

comparable profile (knowledge, abilities, attitudes, responsibility,

experience and contribution), and

- External competitiveness: comparison with the remuneration of

an employee who the market is paying for a position with a

Corporate governance: Remuneration policy continued

96 Annual Report 2021www.allfunds.com

Discussion with executive directors

In setting the executive directors’ remuneration, the Committee

submits a proposal to the Board concerning the remuneration of

each of them. The proposal is prepared in compliance with the

prevailing directors’ remuneration policy of the Company and

includes the proposed remuneration structure, the amount of the

fixed and variable remuneration components, the performance

criteria, the scenario analyses and the pay ratios within the

Company and its affiliated enterprise.

When designing the Policy as it relates to the current executive

director, the Committee discussed the remuneration structure, the

amount of the fixed and variable remuneration components, the

performance criteria used, the scenario analyses that were carried

out and the pay ratios within the Company and its Group with him.

The views of the executive director from those discussions have

been considered in finalising this Policy.

Discretion

The Committee will operate the incentive arrangements according

to their respective rules and the Policy table above. Under such

rules, consistent with market practice, the Committee retains certain

operational discretions, including:

With respect to the LTIP:

- The Committee may decide to grant LTIP awards in the form of

performance or restricted shares, options, phantom awards or

conditional awards;

- The Committee may adjust the award on a variation of share

capital or other corporate event that affects the current or

future value of the award, or alternatively, the right to vest the

award early in such circumstances;

- While executive directors’ LTIP awards are normally subject to

performance conditions, the Committee may, in exceptional

circumstances, grant LTIP awards without performance

conditions to executive directors to the extent such grants are in

accordance with the relevant corporate governance and

regulatory requirements;

- The Committee may in its discretion determine that an LTIP

award will carry dividend equivalents, and determine the basis

on which the dividend equivalents accrue and whether they

should be payable in shares or cash;

- The Committee may make adjustments to the performance

conditions applicable to outstanding LTIP awards as it considers

appropriate to take account of any relevant factors, and in

particular, if there is an event which causes the performance

conditions to be no longer a fair measure of performance, so

long as the amended conditions are at least as challenging as

the ones originally set;

- The Committee may determine that an individual leaving

employment should receive a good leaver treatment pursuant to

the applicable rules, and that outstanding LTIP awards held by

good leavers vest early in exceptional circumstances and/or

disapply time pro-rating in respect of the vesting level;

- Where it is impractical to deliver shares following vesting of an

LTIP award, equivalent cash amounts may be paid instead.

With respect to the annual bonus:

- The Committee is responsible to assess in its discretion the

achievement of non-quantitative performance measures;

- The Committee may make adjustments to the performance

conditions applicable to annual bonus as it considers

appropriate to take account of any relevant factors, and in

particular, if there is an event which causes the performance

conditions to be no longer a fair measure of performance, so

long as the amended conditions are at least as challenging as

the ones originally set;

- The Committee may determine that a good leaver receive a

pro-rated portion of annual bonus, subject to performance.

In addition to the various operational discretions that the

Committee can exercise in the performance of its duties (including

those discretions set out in the Company’s remuneration

arrangements), the Committee reserves the right to make either

minor or administrative amendments to the Policy to benefit its

operation or to make more material amendments in order to comply

with new laws, regulations and/or regulatory guidance. The

Committee would only exercise its right if it believed it was in the

best interests of the Company to do so and where it is not possible,

practicable or proportionate to seek or await shareholder approval.

Illustrative scenarios for executive directors’

remuneration

The charts below show the potential value of Mr Alcaraz’s total

remuneration payable under the Policy in 2022:

- ‘Minimum’ consists of base salary to be paid in 2022, benefits

measured as benefits to be paid in 2022, and pension entitlement;

- ‘Mid-point’ consists of base salary, benefits and pension

as above, plus on-target annual bonus (125% of salary) and

on-target vesting of LTIP awards (125% of salary) valued as

at the date of grant, and

- ‘Maximum’ consists of base salary, benefits and pension as

above, plus maximum annual bonus (180% of salary) and

maximum vesting of LTIP awards (250% of salary) valued

as at the date of grant.

Mr Dauge’s scenarios have not been calculated given the shortness of

his employment period in 2022 and the lack of variable remuneration.

Fixed pay Annual bonus LTIP

Maximum

Mid-point

Minimum

1,485

1,800

1,250 1,250

2,500

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STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

Remuneration policy – non-executive directors

The table below sets out the remuneration policy for non-executive directors.

Fees

Purpose

To attract and retain an individual with the appropriate experience and skills. To promote an adequate performance of their

non-executive role. Remuneration of non-executive directors is not dependent on the results of the Group.

Operation

Independent directors are entitled to annual fees for performing their role as such, plus additional fees for membership of a Board

committee and serving as chair of either the Board or a Board committee.

The independent directors’ fees reflect the time expected to be spent in discharging their duties and their responsibilities.

The chair’s fee is set by the Committee and reviewed annually, taking account of fees paid at comparable companies. Other

non-executive directors’ fees are reviewed and set by the executive directors and chair. The total fee level is set in line with similar

positions in comparable companies.

Independent directors are entitled to the same fees as outlined above for performing their role as a member of the Allfunds Bank’s

Board or Board committees.

Non-independent non-executive directors have no entitlement to such a fee for performing roles at either the Company’s or

Allfunds Bank’s Board or Board Committees.

Fees are paid monthly or quarterly in cash.

Maximum

value and

performance

measures

The maximum aggregate fees payable to all independent directors for their membership to the Board and its Committees and for

chairing any of them will not exceed €600,000 per annum, or €1,200,000 including the fees for their membership to Allfunds Bank’s

Board and Committees and for chairing any of them.

Other arrangements

The Company may reimburse expenses reasonably incurred by non-executive directors in fulfilment of their roles.

The Company provides Directors’ and Officers’ Liability Insurance.

The Company has executed a deed of indemnity in the non-executive directors’ favour.

Bonus, share plans and pension

Non-executive directors do not participate in the Company’s annual bonus, share plan or pension arrangements.

Policy on payment for loss of office

The Committee’s approach to payments in the event of termination

is to take account of the individual circumstances including the

reason for termination, individual performance, contractual

obligations and the terms of any incentive plans in which the

executive director participates.

Pursuant to the Spanish Regulations, it is important that payments

relating to the early termination of a contract reflect performance

achieved over time and do not reward failure or misconduct.

The Committee reserves the right to make any remuneration

payments and payments for loss of office, notwithstanding that

they are not in line with the policy set out below, where the terms of

the payment were agreed before the Policy set out below came into

effect or at a time when the relevant individual was not a director of

the Company and the payment was not in consideration for the

individual becoming a director of the Company.

Corporate governance: Remuneration policy continued

98 Annual Report 2021www.allfunds.com

Executive directors

The following table sets out the Company’s Policy on payment for loss of office for executive directors. Further details of the current

Executive Directors’ service agreements and notice periods are summarised below under ‘Service agreements and letters of appointment’.

Standard provision Approach

Notice periods in

executive directors’

service contracts

An executive director’s notice period under a service agreement shall not exceed 12 months from either party.

An executive director may be placed on garden leave during the notice period.

Pay during notice

period or payment in

lieu of notice per

service contracts

An executive director’s service agreement may be terminated by the employer making a payment in lieu of notice

(PILON). A PILON may consist of the director’s basic annual salary and rental expenses that would have been payable

during the notice period. A PILON may not include annual bonus or other benefits or pension entitlements for the

notice period. A PILON may be made in a lump sum, or in monthly instalments subject to reduction if the executive

director finds alternative employment or engagement during the payment period.

Treatment of annual

bonus on termination

An executive director shall not be entitled to annual bonus if the services agreement is terminated, or if the director is

in notice period, at the time of payment of the bonus. Exceptionally, in the event of termination by the Company other

than due to a gross breach of duties by the relevant director, Mr Alcaraz will be entitled to a severance payment of

798.75 days’ earnings, including the higher of his target bonus amount and the bonus amount paid to him in the

preceding 12 months as described under heading ‘Service agreements and letters of appointment’ below.

Treatment of unvested

awards under the LTIP

Unvested LTIP awards will be forfeited when an executive director ceases employment voluntarily and is not deemed a

good leaver. If an executive director is a good leaver, unvested awards will normally continue to vest in line with

applicable vesting dates, subject to performance conditions, save that the Committee may determine that awards

should vest early in exceptional circumstances and/or disapply time pro-rating reduction of such awards.

Legal claims

The Group has power to enter into settlement agreements and to pay compensation to settle potential legal claims.

The Group may also pay a contribution toward the individual’s legal fees and fees for outplacement services as part of

a negotiated settlement, consistent with the market practice.

Corporate event

In the event of a change of control, in accordance with the LTIP rules, any unvested LTIP awards will vest early, subject

to performance conditions and time pro-rating reduction, save that the Committee disapply time pro-rating reduction.

Other

‘Service agreements and letters of appointment’ below sets out further entitlements provided under the current CEO’s

service agreement, which was executed in November 2017.

An executive director will be entitled to applicable severance payments described under heading ‘Service agreements

and letters of appointment’.

Non-executive directors

Non-executive directors’ appointment is for an initial term of four

years which may be renewed for a second term of up to four years

and two subsequent terms of each up to two years. Appointments

may be terminated immediately without notice if directors are not

reappointed by shareholders, upon the expiry of the appointment

term, if they are removed from the Board under the Company’s

Articles of Association, if they resign and do not offer themselves

for re-election, upon the expiry or termination of their directorship

with Allfunds Bank, or in accordance with the terms of the

Relationship Agreement between the Company and the relevant

shareholder (if applicable). In addition, their appointments may be

terminated by either the individual or the Company giving three

months’ written notice of termination. Non-executive directors are

not entitled to any compensation (other than accrued and unpaid

fees and expenses for the period up to the termination) for loss of

office. Further details of the current non-executive directors’ letters

of appointment are summarised below under ’Service agreements

and letters of appointment’.

Service agreements and letters of appointment

The following section sets out details of the directors’ service

agreements and letters of appointment. The documents are available

for inspection at the Company’s registered office upon request.

Executive directors

Mr Alcaraz is party to a service agreement with Allfunds Bank

entered into on 21 November 2017 and providing for a notice period

for both parties of 230 working days.

If Mr Alcaraz’s employment is terminated by Allfunds Bank other

than (i)in circumstances justifying his summary dismissal without

compensation; (ii)on the grounds of his capability or conduct; or

(iii)for some other substantial reason that would be a fair reason

for dismissal under English law, he will (subject to any overriding

regulatory requirements) be entitled to a severance payment of

798.75 days’ earnings. For this purpose, ‘earnings’ includes base

salary, contractual benefits and the higher of his target bonus

amount and the bonus amount paid to him in the preceding 12

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months (in each case converted into a daily figure). The severance

payment will be conditional upon Mr Alcaraz signing a settlement

agreement waiving any legal claims against Allfunds Bank and will

be inclusive of any payment in lieu of notice made to him.

Non-executive directors

Non-executive directors are appointed for fixed terms, which may

be renewed subject to their re-election by shareholders. Non-

executive directors do not have service agreements but are bound

by letters of appointment issued for and on behalf of the Company.

The terms of the non-executive directors’ letters of appointment

are shown below:

Non-executive

director

Date of current

appointment

Length of

current term

Blake Kleinman 25 March 2021 4 years

Zita Saurel 25 March 2021 4 years

Johannes Korp 25 March 2021 4 years

Andrea Valier 2 October 2020 4 years

David Vaillant 25 March 2021 4 years

Julian Abraham 26 March 2020 4 years

Fabian Shey 26 March 2020 4 years

Delfín Rueda 29 March 2021 4 years

Sofia Mendes 29 March 2021 4 years

JP Rangaswami 29 March 2021 4 years

David Pérez

Renovales

29 March 2021 4 years

Ursula Schliessler 29 March 2021 4 years

Lisa Dolly 29 March 2021 4 years

Shareholding policy

Non-executive directors may maintain shareholdings in the

Company to the extent that they are aligned with the long-term

interests of shareholders and not hindering their independent

judgement (in case of independent directors).

Only beneficially owned shares, vested share awards, and unvested

share awards not subject to performance conditions, may be

counted for the purposes of the shareholding policy.

Legacy arrangements

It is a provision of the Policy that the Group can honour all

pre-existing obligations and commitments that were entered into

prior to this Policy taking effect. The terms of such arrangements

may differ from the terms of the Policy and may include, without

limitation, obligations and commitments under service contracts,

pension and benefit plans, and incentive arrangements.

In particular, MrJuan Alcaraz entered into his service agreement with

Allfunds Bank on 21 November 2017. The terms of the service

agreements are described in this Policy under section ‘Service

agreements and letters of appointment’. It is a provision of the Policy

that the Company would honour the terms of the service agreements.

In October 2021, the executive directors as well as other senior

managers were granted awards under the LTIP (the Initial LTIP

Awards). The Initial LTIP Awards will vest in two equal tranches in

April 2023 based on achievement of performance conditions during

the period from the date of grant to 31 December 2022, and in April

2024 based on achievement of performance conditions during the

period from the date of grant to 31 December 2023. The Committee

determined that in light of the Company’s IPO during 2021 and the

expected payout schedules under the pre-existing incentive

arrangements, the Initial LTIP Awards were necessary to incentivise

and retain the executive directors and senior managers and to align

their interests with the shareholders of the Company. It is a

provision of the Policy that the Company would honour the terms of

the Initial LTIP Awards, notwithstanding that their terms differ from

the Policy table.

Policy on recruitment

Executive directors

The aim of the recruitment policy is to allow sufficient flexibility to

attract and secure appointments of talented executives while

promoting internal equity. A new executive director’s remuneration

package will be in line with the general policy for executive directors

as set out above in the Policy table, save that:

- In case of internal appointments, any existing commitments will

be honoured, and any variable element awarded in respect of

the prior role may be allowed to be paid out according to its

existing terms or adjusted to reflect the new appointments,

as appropriate

- For external appointments, compensation may be provided

in respect of forfeiture of awards from an existing employer

(“buy-out awards”). For such buy-out awards, the maximum

value will be, in the Committee’s reasonable opinion, no more

than the forfeited awards. After taking account of performance

conditions and other conditions attached to forfeited awards,

the Committee will determine comparable (in the Committee’s

reasonable opinion) conditions attached to the buy-out awards,

and

- The Committee may agree that the Group will provide certain

relocation allowances as it considers appropriate.

Non-executive directors

A new non-executive director will be recruited on the terms set out

in the Policy table above.

How shareholder views are taken into account

in setting the Policy

The proposed Policy was discussed with our largest shareholders.

They have been supportive of the Policy.

Corporate governance: Remuneration policy continued

100 Annual Report 2021www.allfunds.com

The engagement with shareholders has been valuable, and our aim

is to continue this dialogue as we implement the proposed Policy

over the following years.

The Policy has also been designed taking into account the

guidelines of major independent proxy advisors.

Implementation of Remuneration Policy in 2022

The following table sets out how the Committee intends to apply

the Policy for the year ending 31 December 2022.

Executive directors

Juan Alcaraz

Base salary £1,000,000

Benefits £425,000

Pension £60,000

Annual bonus Up to 180% of base salary at maximum performance level

LTIP Up to 250% of base salary at maximum performance level

Mr Dauge’s remuneration has not been included given the

shortness of his employment period in 2022 and the lack of variable

remuneration.

Annual bonus

In 2022 the annual bonus will be linked to the achievement of the

following performance conditions, weighted as follows:

Performance measures Weight (%)

CORPORATE METRICS 90%

Adjusted EBITDA (€ million) 45%

New asset-driven run-rate (€ million) 18%

Non-asset-driven annual recurring revenue (€ million) 9%

Qualitative leadership and delivery capacity 18%

INDIVIDUAL METRICS 10%

Personal contribution 10%

TOTAL 100%

The target measures and performance levels are considered to be

commercially sensitive, but will be disclosed in the next Directors’

Remuneration Report.

LTIP

The second LTIP award was approved in March 2022 and will be

granted effectively on 1 April 2022 (the ‘2022 LTIP Award’). The

awards will vest in January 2025 contingent on the achievement of

the following performance measures (equally weighted), which have

been approved by the Remuneration and Appointments Committee:

Performance measures

Performance levels

Threshold Target Maximum

Allfunds’ TSR against comparator

group’s TSR from 1 January 2022 to

31 December 2024 Below par At par

+ 33% or

higher

Actual adjusted EBITDA against

budgeted adjusted EBITDA, both

cumulated in 2022, 2023 and 2024 -20% At par

+ 33% or

higher

The target TSR levels cannot be disclosed as they are unknown as

of the date of the Annual Report. The target EBITDA levels are not

being disclosed for their commercial sensitivity. Both levels will be

reported in the Directors’ Remuneration Report following the end of

the performance period.

Non-executive directors

The fees paid to the Company’s chair and independent directors for

the year commencing 1 January 2022 are as follows. Non-

independent non-executive directors do not receive any fees.

Chair’s annual fee €200,000

Non-executive director’s annual fee €47,500

Committee chair’s annual fee €17,500

Committee member (other than chair)’s annual fee €12,500

Independent directors will be entitled to the same fees for

belonging or chairing the Board or the Board Committees of

Allfunds Bank.

Directors’ Remuneration

Report sign-off

This Directors’ Remuneration Report has been

prepared in accordance with the UK Companies Act

2006, the Dutch Civil Code and the Dutch Code.

The Report was approved by the Board of Directors

and signed on its behalf.

On behalf of the directors

Marta Oñoro

General Counsel and Company Secretary

21 March 2022

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Financial

statements

Shaping our

connected future

102 Annual Report 2021www.allfunds.com

Preparation of financial statements and

directors’ responsibilities 103

Independent auditor’s report to the

members of allfunds group plc 104

Consolidated financial statements 112

Notes to the consolidated financial statements 117

Company financial statements 153

Notes to the company financial statements 157

Reconciliations from IFRS to non-IFRS measures 159

Preparation of financial statements and

statement of directors’ responsibilities

Statement of directors’ responsibilities

Each of the directors in office as at the date of this Annual Report,

whose names and functions are listed in section ‘Board of Directors’,

confirms that to the best of his or her knowledge:

- the Financial Statements, prepared in accordance with the

applicable set of accounting standards, give a true and fair view of

the assets, liabilities, financial position and profit or loss of the

Allfunds Group and the undertakings included in the consolidation

as a whole; and

- the Directors’ Report includes a fair review of the development and

performance of the business and the course of events during 2021

and of the position of the Group at year end, together with a

description of the principal risks and uncertainties that it faces.

The directors consider that the Annual Report and the Financial

Statements, taken as a whole, are fair, balanced and understandable

and provide the information necessary for shareholders to assess the

Group and the Company’s performance, business model and strategy.

On behalf of the directors

Marta Oñoro

General Counsel and Company Secretary

21 March 2022

The directors are responsible for preparing this Annual Report,

including the Directors’ Remuneration Report and the Corporate

Governance Statement, and the Financial Statements in accordance

with applicable law and regulations. These require that directors

prepare the financial statements for each financial year. As such, the

directors have prepared the Group’s consolidated financial statements

in accordance with international accounting standards in conformity

with the requirements of the Dutch Financial Supervision Act (Wet op

het financieel toezicht) and the Dutch Civil Code (Burgerlijk Wetboek),

and therefore in conformity with United Kingdom adopted international

accounting standards and International Financial Reporting Standards

(IFRSs) as adopted by the EU. The directors have prepared the

Company’s stand-alone financial statements in accordance with the

requirements of the UK Companies Act 2006, and therefore in

conformity with UK adopted international accounting standards.

Directors must not approve the financial statements unless they are

satisfied that they give a true and fair view of the state of affairs of the

Group and the Company and of their profit or loss for that period. In

preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and estimates that are reasonable and prudent;

- state whether the financial statements have been prepared in

accordance with United Kingdom adopted international accounting

standards and IFRS as adopted by the EU;

- adopt the going concern basis unless it is inappropriate to do so.

Directors are responsible for keeping adequate accounting records

that are sufficient to show and explain the Company’s transactions and

disclose with reasonable accuracy the financial position of the Company

and the Group and which enable them to ensure that the accounts

comply with the applicable regulations. They are also responsible for

safeguarding the assets of the Group and hence for taking reasonable

steps to prevent and detect fraud and other irregularities.

A copy of the Annual Report and the Financial Statements is available

on the corporate website (www.allfunds.com). Directors are

responsible for the maintenance and integrity of information on the

Company’s website.

Legislation in the UK and the Netherlands governing the preparation

and dissemination of financial statements may differ from legislation in

other jurisdictions.

Financial statements

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Report on the audit of the financial

statements

1. Opinion

2. Basis for opinion

We conducted our audit in accordance with International Standards on

Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities

under those standards are further described in the auditor’s

responsibilities for the audit of the financial statements section of our

report.

We are independent of the group and the parent company in

accordance with the ethical requirements that are relevant to our audit

of the financial statements in the UK, including the Financial Reporting

Council’s (the ‘FRC’s’) Ethical Standard as applied to listed public

interest entities, and we have fulfilled our other ethical responsibilities

in accordance with these requirements. The non-audit services

provided to the group for the year are disclosed in note 28 to the

financial statements. We confirm that we have not provided any

non-audit services prohibited by the FRC’s Ethical Standard to the

group or the parent company.

We believe that the audit evidence we have obtained is sufficient and

appropriate to provide a basis for our opinion.

Independent auditor’s report to the

members of allfunds group plc

In our opinion:

- the financial statements of Allfunds Group plc (the

‘parent company’) and its subsidiaries (the ‘group’) give

a true and fair view of the state of the group’s and of

the parent company’s affairs as at 31 December 2021

and of the group’s profit for the year then ended;

- the group financial statements have been properly

prepared in accordance with United Kingdom adopted

international accounting standards and International

Financial Reporting Standards (IFRSs) as issued by the

International Accounting Standards Board (IASB) and

IFRSs as adopted by the European Union;

- the parent company financial statements have been

properly prepared in accordance with United Kingdom

adopted international accounting standards and as

applied in accordance with the provisions of the

Companies Act 2006; and

- the financial statements have been prepared in

accordance with the requirements of the Companies

Act 2006.

104 Annual Report 2021www.allfunds.com

We have audited the financial statements which comprise:

- consolidated statement of financial position;

- consolidated statement of comprehensive income;

- consolidated statement of changes in equity;

- consolidated statement of cash flows;

- company statement of financial position;

- company statement of changes in equity;

- notes to the consolidated financial statements; and

- notes to the company financial statements.

The financial reporting framework that has been applied in the

preparation of the parent company financial statements is applicable

law and United Kingdom adopted international accounting standards,

IFRSs as adopted by the European Union, and as applied in accordance

with the provisions of the Companies Act 2006.

3. Summary of our audit approach

Key audit matters The key audit matters that we identified in the current year were:

– Goodwill recognised as part of business combinations may be impaired; and

– Risk of fraud in revenue recognition – calculation of commission income.

Materiality The materiality that we used for the group financial statements was £20.6 million which was determined on the basis of 0.8%

of group revenues.

Scoping The group audit work was focused on three components with the most significant components being the parent company -

Allfunds Group plc - and Allfunds Bank S.A.U., which were subject to full scope audits. We performed audits of specific account

balances on the remaining components. All these components account for 100% of the group’s total assets, the group’s

revenue and the group’s profit before tax.

4. Conclusions relating to going concern

In auditing the financial statements, we have concluded that the

directors’ use of the going concern basis of accounting in the

preparation of the financial statements is appropriate.

Our evaluation of the directors’ assessment of the group’s and parent

company’s ability to continue to adopt the going concern basis of

accounting included:

- Evaluated management’s method to assess going concern,

including mathematical integrity of the financial information

presented in their assessment;

- Evaluated the relevance and reliability of the financial information

presented by tracing amounts included within management’s

assessment to underlying accounting data and supporting

documents;

- Evaluated the assumptions on which the assessment is based

particularly in relation to the use of the Revolving Credit Facility to

support cash flow needs of the Group;

- Evaluated plans for future actions by reviewing the business plan

of the Group particularly in relation to terminal growth rates;

- Considered whether any additional facts or information have

become available since the date management made its assessment

as it relates to disclosures in the consolidated financial statements.

Based on the work we have performed, we have not identified any

material uncertainties relating to events or conditions that, individually

or collectively, may cast significant doubt on the group’s and parent

company’s ability to continue as a going concern for a period of at

least twelve months from when the financial statements are authorised

for issue.

Our responsibilities and the responsibilities of the directors with

respect to going concern are described in the relevant sections of this

report.

5. Key audit matters

Key audit matters are those matters that, in our professional

judgement, were of most significance in our audit of the financial

statements of the current period and include the most significant

assessed risks of material misstatement (whether or not due to fraud)

that we identified. These matters included those which had the

greatest effect on: the overall audit strategy, the allocation of

resources in the audit; and directing the efforts of the engagement

team.

These matters were addressed in the context of our audit of the

financial statements as a whole, and in forming our opinion thereon,

and we do not provide a separate opinion on these matters.

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5.1. Goodwill recognised as part of business combinations may be impaired

Key audit matter

description

During the prior years, the Group has acquired through business combinations a number of businesses. These include the

acquisitions of:

- Allfunds Bank, S.A.U. (“Allfunds Bank”) on 21 November 2017;

- Fintech Partners, S.L.U. (“Fintech Partners”) on 17 January 2018;

- Nordic Fund Market (“Allfunds Sweden”) on 31 October 2019;

- Credit Suisse Investlab AG (“Allfunds Investlab”) on 26 March 2020; and

- BNP Bandol (“Banca Corrispondente”) on 2 October 2020.

The group identified the fair value of the net assets acquired as at the acquisition date in accordance with the

requirements of IFRS 3 ‘Business Combinations’. This resulted in recognising goodwill on acquisition of €1.4 billion

(accumulatively) as the difference between the consideration paid and the fair value of the net identifiable assets as at the

acquisition date.

Management has applied the ‘value in use’ method to assess the recoverable amount of the various CGUs mentioned

above. This method considers expected future cash flows and requires the selection of suitable discount rates and forecast

of long-term growth rate (LTGR). The value in use of a CGU is sensitive to changes in underlying assumptions and is

therefore inherently subjective.

As explained in notes 4 and 10 of the consolidated financial statements, use of the valuation models involve significant

judgements and high degree of estimation uncertainty around market and business assumptions. As a result of the

impairment assessment performed, no impairment loss was recognised on goodwill.

We have determined the calculation of the ‘value in use’ to be a key audit matter due to the relative size of the goodwill to

total assets of the group as at 31 December 2021, and the involvement of significant judgement by management on the

valuation of the CGUs.

How the scope of our audit

responded to the key audit

matter

Our audit procedures included obtaining an understanding of management’s controls relating to the goodwill impairment

analysis.

We challenged the identification of the group’s various CGUs, by assessing whether the CGU reflected the lowest

aggregation of assets that generate largely independent cash flows.

In relation to the ‘value in use’ methodology we:

- assessed management’s forecast of future cash flows prepared by comparing them to the latest board-approved

business plan;

- tested historical budgeting accuracy by comparing current year results with the equivalent figures included in the prior

year forecasts;

- involved our internal valuations’ specialists to independently derive a range of discount rates which were then

compared to the ones used by the management; and

- performed a detailed analysis of the group’s assumptions used in the annual impairment review, including the

long-term growth rate (LTGR) and the cash flow projections.

Additionally, we assessed the adequacy of the disclosure in the consolidated financial statements as per the requirements

of IAS 36 ‘Impairment’.

Key observations The discount rate used by management in the impairment assessment is lower than the Deloitte range, however the use of

a lower discount rate would still not suggest an impairment. The LTGR used by the management is below the analyst

references, but above the long-term real GDP projections, the use of a lower growth rate by management would still not

suggest an impairment. We therefore conclude that although both the discount rate and LGTR used by management falls

outside the Deloitte range, there would be no impact on the overall conclusion made by management i.e. no impairment to

Goodwill.

106 Annual Report 2021www.allfunds.com

5.2. Risk of fraud in revenue recognition – calculation of commission income

Key audit matter

description

As disclosed in note 25 of the accompanying consolidated financial statements, the Group recognised fee and commission

income of €2,649 million (2020: €1,575 million) in connection with the marketing of the investment funds during the year.

As explained in note 3(f), the income is calculated by applying the agreed-upon contractual percentage to the daily

volume of those ownership interests held for the account of the Group’s customers. This income represents 99% (2020:

99%) of the total revenue earned by the Group during the year.

The income can be materially misstated due to an incorrect accounting of the amount related to fee and commission

income arising from marketing of investment funds. Fee and commission income are also susceptible to fraud as it is one

of the key performance indicators for Allfunds Bank S.A.U. (“AFB”).

In view of the above consideration and due to the significance of fee and commission income to the Group, we consider

this a key audit matter.

How the scope of our audit

responded to the key audit

matter

Our audit procedures included obtaining an understanding and testing of the relevant controls (including information

system controls) supporting the completeness of the fees and commissions, as well as the fee and commission income

accounting and recognition procedure. We had also obtained an understanding and tested relevant controls over

calculation and recording of commission income at AFB level.

In addition, our work also included the following substantive procedures:

- Circularisation of third-party confirmation letters to fund managers to confirm commission income earned during Q1 to

Q3. Where responses have not been received, we have reviewed documents evidencing receipt of fees and

commissions from the fund management companies;

- Performing an analytical review of commission income for Q4;

- Based on a sample of investment agreements entered during the period, we reviewed the fee and commission income

against to the terms and conditions and obligations established in the agreements with the management companies, to

assess whether it has been recognised appropriately; and

- Re-computation of the fee and commission income earned during the period, for a sample of agreements to assess

whether it has been calculated accurately.

Key observations Overall, we concluded that the fee and commission income has been appropriately recognised.

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6. Our application of materiality

6.1. Materiality

We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions of a reasonably

knowledgeable person would be changed or influenced. We use materiality both in planning the scope of our audit work and in evaluating the results of

our work.

Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

Group financial statements Parent company financial statements

Materiality €20.6 million €10.3 million

Basis for determining

materiality

We have used 0.8% of revenue of the Group as our basis for materiality. Parent company materiality was calculated on

the basis of 3% of net assets and then capped

to 50% of Group materiality.

Rationale for the

benchmark applied

We consider the revenue benchmark to be appropriate as the revenue

numbers are a key metric monitored by stakeholders of the Group; have been

stable on a year on year basis; and are essentially the driving force of the

business both currently and in the long-term.

For the Parent company financial statements

audit we consider net assets to be an

appropriate benchmark for determining

materiality as the key stakeholders of the

company will be focussed on capital

appreciation.

€2,583m

€0.98m

€20m

€21m

Revenue

Group materiality Audit Committee reporting threshold

Component materiality €10.6m – €20.3m

6.2. Performance materiality

We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and undetected misstatements

exceed the materiality for the financial statements as a whole.

Group financial statements Parent company financial statements

Performance materiality 70% of group materiality 70% of parent company materiality

Basis and rationale for

determining performance

materiality

In determining performance materiality, we considered the following factors:

a. the quality of the control environment and whether we were able to rely on controls for certain financial

statement line items, in particular revenue; and

b. the low number of corrected and uncorrected misstatements in the prior periods.

6.3 Error reporting threshold

We agreed with the Audit Committee that we would report to the

Committee all audit differences in excess of €0.98 million, as well as

differences below that threshold that, in our view, warranted reporting

on qualitative grounds. We also report to the Audit Committee on

disclosure matters that we identified when assessing the overall

presentation of the financial statements.

108 Annual Report 2021www.allfunds.com

Revenue

99.99%

0.01%

Full audit scope

Speciefied audit procedures

Review at group level

Profit before tax

99.99%

0.01%

Full audit scope

Speciefied audit procedures

Review at group level

Net assets

99.99%

0.01%

Full audit scope

Speciefied audit procedures

Review at group level

7. An overview of the scope of our audit

7.1. Identification and scoping of components

Our group audit was scoped by obtaining an understanding of the

group and its environment, including group-wide controls, and

assessing the risks of material misstatement at the group level. Audit

work to respond to the risks of material misstatement was performed

by the group audit engagement team and component auditor as

determined by the group audit engagement team. The group audit

work was focused on 3 components with the most significant

components being the parent company - Allfunds Group plc - and

Allfunds Bank S.A.U., which were subject to full scope audits. We

performed audits of specific account balances on the remaining

components. All these components account for 100% of the group’s

total assets, the group’s revenue and the group’s profit before tax. Our

audit work at these components was executed at materiality levels

that are lower than group materiality between €10.6 million and €20.3

million.

7.2. Our consideration of the control environment

Our audit scope included understanding of relevant accounting

processes and controls in place at the Group. We performed the audit

using substantive approach without placing reliance on controls over

financial reporting.

At Allfunds Bank S.A.U. level, we took a control reliance approach on

commission income and commission expense, as the component

makes up 100% of the commission revenue and expense. We obtained

an understanding of and tested the relevant controls over calculation

and recording of commission income and were therefore able to rely

upon these controls.

7.3. Working with other auditors

Allfunds Bank S.A.U. is audited by a member firm of Deloitte in Spain

and we issued group audit instructions to component auditors

outlining the key areas of focus for us at group level and the key

timelines and reporting requirements. The significant balances to be

tested by the component auditors were fees and commission income,

We have nothing to report in this regard.

fee and commission expense and fee and commission receivable and

payable. The component auditors were also involved in assessing the

appropriateness of the cash flow forecasts used in the impairment

assessment of goodwill.

There was frequent oversight of component auditor work through

regular meetings from audit planning to completion stage, discussing

the status of their work, areas of judgement and estimation

uncertainty and review of their working papers, including but not

limited to their communications with those charged with the

governance of the component.

8. Other information

The other information comprises the information included in the

annual report, other than the financial statements and our auditor’s

report thereon. The directors are responsible for the other information

contained within the annual report.

Our opinion on the financial statements does not cover the other

information and, except to the extent otherwise explicitly stated in our

report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so,

consider whether the other information is materially inconsistent with

the financial statements or our knowledge obtained in the course of

the audit, or otherwise appears to be materially misstated.

If we identify such material inconsistencies or apparent material

misstatements, we are required to determine whether this gives rise to

a material misstatement in the financial statements themselves. If,

based on the work we have performed, we conclude that there is a

material misstatement of this other information, we are required to

report that fact.

109www.allfunds.comAnnual Report 2021

STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

9. Responsibilities of directors

As explained more fully in the directors’ responsibilities statement, the

directors are responsible for the preparation of the financial

statements and for being satisfied that they give a true and fair view,

and for such internal control as the directors determine is necessary to

enable the preparation of financial statements that are free from

material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for

assessing the group’s and the parent company’s ability to continue as

a going concern, disclosing as applicable, matters related to going

concern and using the going concern basis of accounting unless the

directors either intend to liquidate the group or the parent company or

to cease operations, or have no realistic alternative but to do so.

10. Auditor’s responsibilities for the audit of the

financial statements

Our objectives are to obtain reasonable assurance about whether the

financial statements as a whole are free from material misstatement,

whether due to fraud or error, and to issue an auditor’s report that

includes our opinion. Reasonable assurance is a high level of assurance,

but is not a guarantee that an audit conducted in accordance with ISAs

(UK) will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered

material if, individually or in the aggregate, they could reasonably be

expected to influence the economic decisions of users taken on the

basis of these financial statements.

A further description of our responsibilities for the audit

ofthe financial statements is located on the FRC’s website at:

www.frc.org.uk/auditorsresponsibilities. This description forms part of

our auditor’s report.

11. Extent to which the audit was considered

capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with

laws and regulations. We design procedures in line with our

responsibilities, outlined above, to detect material misstatements in

respect of irregularities, including fraud. The extent to which our

procedures are capable of detecting irregularities, including fraud is

detailed below.

11.1 Identifying and assessing potential risks related to

irregularities

In identifying and assessing risks of material misstatement in respect

of irregularities, including fraud and non-compliance with laws and

regulations, we considered the following:

- the nature of the industry and sector, control environment and

business performance including the design of the group’s

remuneration policies, key drivers for directors’ remuneration,

bonus levels and performance targets;

- results of our enquiries of management and the audit committee

about their own identification and assessment of the risks of

irregularities;

- any matters we identified having obtained and reviewed the

group’s documentation of their policies and procedures relating to:

- identifying, evaluating and complying with laws and regulations

and whether they were aware of any instances of non-

compliance;

- detecting and responding to the risks of fraud and whether they

have knowledge of any actual, suspected or alleged fraud;

- the internal controls established to mitigate risks of fraud or

non-compliance with laws and regulations;

- the matters discussed among the audit engagement team including

significant component audit teams and relevant internal specialists,

including tax, valuations, pensions and IT specialists regarding how

and where fraud might occur in the financial statements and any

potential indicators of fraud.

As a result of these procedures, we considered the opportunities and

incentives that may exist within the organisation for fraud and

identified the greatest potential for fraud in the following area:

recognition of fee and commission income. In common with all audits

under ISAs (UK), we are also required to perform specific procedures

to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory

frameworks that the group operates in, focusing on provisions of those

laws and regulations that had a direct effect on the determination of

material amounts and disclosures in the financial statements. The key

laws and regulations we considered in this context included the UK

Companies Act.

In addition, we considered provisions of other laws and regulations

that do not have a direct effect on the financial statements but

compliance with which may be fundamental to the group’s ability to

operate or to avoid a material penalty.

11.2. Audit response to risks identified

As a result of performing the above, we identified calculation of

commission income as a key audit matter related to the potential risk

of fraud. The key audit matters section of our report explains the

matter in more detail and also describes the specific procedures we

performed in response to that key audit matter.

In addition to the above, our procedures to respond to risks identified

included the following:

- reviewing the financial statement disclosures and testing to

supporting documentation to assess compliance with provisions of

relevant laws and regulations described as having a direct effect on

the financial statements;

- enquiring of management, the audit committee and legal counsel

concerning actual and potential litigation and claims;

- performing analytical procedures to identify any unusual or

unexpected relationships that may indicate risks of material

misstatement due to fraud;

- reading minutes of meetings of those charged with governance,

reviewing internal audit reports and reviewing correspondence

with relevant regulatory authorities; and

- in addressing the risk of fraud through management override of

controls, testing the appropriateness of journal entries and other

adjustments; assessing whether the judgements made in making

accounting estimates are indicative of a potential bias; and

evaluating the business rationale of any significant transactions

that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and

potential fraud risks to all engagement team members including

internal specialists and significant component audit teams, and

remained alert to any indications of fraud or non-compliance with laws

and regulations throughout the audit.

110 Annual Report 2021www.allfunds.com

Report on other legal and regulatory

requirements

12. Opinions on other matters prescribed by the

Companies Act 2006

14. Other matters which we are required to address

14.1. Auditor tenure

Following the recommendation of the audit committee, we were

appointed by the shareholders in 2017 to audit the financial

statements for the year ending 31 December 2017 and subsequent

financial periods. The period of total uninterrupted engagement

including previous renewals and reappointments of the firm is 5 years,

covering the years ending 31 December 2017 to 31 December 2021.

14.2. Consistency of the audit report with the additional

report to the audit committee

Our audit opinion is consistent with the additional report to the audit

committee we are required to provide in accordance with ISAs (UK).

14.3. European Single Electronic Format (ESEF) prepared

Annual Financial Report

We have been engaged to provide assurance on whether the annual

financial report has been prepared using the single electronic format

specified in the ESEF RTS and will report separately to the members

on this.

15. Use of our report

This report is made solely to the company’s members, as a body, in

accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our

audit work has been undertaken so that we might state to the

company’s members those matters we are required to state to them in

an auditor’s report and for no other purpose. To the fullest extent

permitted by law, we do not accept or assume responsibility to anyone

other than the company and the company’s members as a body, for

our audit work, for this report, or for the opinions we have formed.

We have been engaged to provide assurance on whether the annual

financial report has been prepared using the single electronic format

specified in the ESEF RTS and will report separately to the members

on this.

John Clacy, FCA (Senior statutory auditor)

For and on behalf of Deloitte LLP

Statutory Auditor

St. Helier, Jersey

21 March 2022

111www.allfunds.comAnnual Report 2021

STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

In our opinion the part of the directors’ remuneration

report to be audited has been properly prepared in

accordance with the Companies Act 2006.

In our opinion, based on the work undertaken in the course

of the audit:

- the information given in the strategic report and the

directors’ report for the financial year for which the

financial statements are prepared is consistent with the

financial statements; and

- the strategic report and the directors’ report have been

prepared in accordance with applicable legal

requirements.

In the light of the knowledge and understanding of the

group and the parent company and their environment

obtained in the course of the audit, we have not identified

any material misstatements in the strategic report or the

directors’ report.

13. Matters on which we are required to report

by exception

13.1 Adequacy of explanations received and accounting

records

Under the Companies Act 2006 we are required to report to you if, in

our opinion:

- we have not received all the information and explanations we

require for our audit; or

- adequate accounting records have not been kept by the parent

company, or returns adequate for our audit have not been received

from branches not visited by us; or

- the parent company financial statements are not in agreement with

the accounting records and returns.

We have nothing to report in respect of these matters.

13.2. Directors’ remuneration

Under the Companies Act 2006 we are also required to report if in our

opinion certain disclosures of directors’ remuneration have not been

made or the part of the directors’ remuneration report to be audited is

not in agreement with the accounting records and returns.

Consolidated statement of financial position

As at 31 December 2021

112 Annual Report 2021 www.allfunds.co.uk

31 Dec 21

EUR (‘000s)

31 Dec 20

EUR (‘000s)

Notes Re-presented*

Assets

Non-current assets

Goodwill 10 1,008,159 1,002,105

Intangible assets 10 1,194,977 1,328,894

Property, plant and equipment 9

28,046 29,301

Financial assets held at amortised cost 12

957 868

Deferred tax assets 14

125,416 55,112

Total non-current assets

2,357,555 2,416,280

Current assets

Financial assets at fair value through profit or loss

1,041 900

Financial assets held at amortised cost 12 245,250 225,810

Contract assets 13

713,562 435,606

Tax assets 14

23,228 9,020

Other assets

15 12,784 6,842

Cash and cash equivalents 16

2,192,630 1,848,905

Total current assets

3,188,495 2,527,083

Total assets 5,546,0 50 4,943,363

Equity and Liabilities

Non-current liabilities

Deferred tax liabilities 19 223,2 19 327,391

Non-current lease liabilities 36 12,728 12,188

Provisions 20

1,890 –

Total non-current liabilities

237,837 339, 579

Current liabilities

Financial liabilities at fair value through profit or loss

396 213

Financial liabilities held at amortised cost 17 2,257,390 1,800,408

Contract liabilities 18

601 ,710 352,159

Current lease liabilities 36

7,116 7,289

Tax liabilities 19

52,104 15,14 5

Other liabilities 21

65,162 53,302

Total current liabilities

2,983,878 2,228,516

Total liabilities 3,221,715 2,568,095

Equity

Share capital 22 1,574 1,574

Share premium 22 2,060,156 2,060 ,156

Retained earnings

248,110 313,006

Other reserves

14,495 532

Total equity

2,32 4,335 2,375,268

Total liabilities and equity 5,546,0 50 4,943,363

* For further details on the re-presentations, please refer to Note 2e.

The consolidated Financial Statements were approved and authorised by the Directors of the Company on 21 March 2022 and were signed on its behalf by:

Amaury Dauge

Director and Chief Financial Officer

Allfunds Group Plc

(The Notes form an integral part of these Financial Statements)

Consolidated statement of comprehensive income

For the year ended 31 December 2021

www.allfunds.co.uk Annual Report 2021 113

* For further details on the re-presentations, please refer to Note 2e.

** Net revenue is comprised of fee, commission and service revenue recognised under IFRS 15 less fee, commission and service expense. Net revenue is a gross profit measure. The Group labels this gross profit subtotal as Net revenue

because the Directors believe it reflects the integral interrelationship between revenue generated and the expenses concurrently incurred, whilst also being comparable to measures used by peers.

(The Notes form an integral part of these Financial Statements)

31 Dec 21

EUR (‘000s)

31 Dec 20

EUR (‘000s)

Notes Re-presented*

Fee, commission and service revenue 25 2,668,888 1,589,363

Fee, commission and service expense 26 (2,163,199) (1,280,065)

Net Revenue** 5 505,689 309,298

Employee compensation and benefits 27 (112,824) (75,591)

Other expenses 28 (146,094) (89,901)

Other operating income 29 6,804 5,537

Amortisation and depreciation relating to other intangible assets and property, plant and equipment 9, 10 (23,065) (18,426)

Amortisation of intangible assets acquired as a result of business combinations 10 (138,753) (111,607)

Profit before net interest expense, impairment loss and tax expense 91,757 19,310

Interest income 30 3,853 3,451

Interest expense 31 (12,042) (6,024)

Net interest expense (8,189) (2,573)

Impairment losses 32 (6,773) (1,550)

Provisions 20 (1,443) –

Profit before tax 75,352 15,187

Tax credit/(expense) 33 32,383 (15,230)

Profit/(loss) after tax 107,735 (43)

Basic and diluted earnings per share (EUR) 34 0.2223 (0.0000)

Items that may be reclassified subsequently to profit or loss

Exchange differences on translation of foreign operations 13,963 41

Total comprehensive income/(loss) for the period 121,698 (2)

112 Annual Report 2021www.allfunds.com

Consolidated statement of comprehensive income

For the year ended 31 December 2021

www.allfunds.co.uk Annual Report 2021 113

* For further details on the re-presentations, please refer to Note 2e.

because the Directors believe it reflects the integral interrelationship between revenue generated and the expenses concurrently incurred, whilst also being comparable to measures used by peers.

(The Notes form an integral part of these Financial Statements)

31 Dec 21

EUR (‘000s)

31 Dec 20

EUR (‘000s)

Notes

Re-presented*

Fee, commission and service revenue 25 2,668,888 1,589,363

Fee, commission and service expense 26 (2,163,199) (1,280,065)

Net Revenue** 5

505,689 309, 298

Employee compensation and benefits 27 (11 2,824) (75,591)

Other expenses 28 (1 46,094) (89,901)

Other operating income 29

6,804 5, 537

Amortisation and depreciation relating to other intangible assets and property, plant and equipment 9, 10

(23,06 5) (18,426)

Amortisation of intangible assets acquired as a result of business combinations 10

(138 ,753) (111,60 7)

Profit before net interest expense, impairment loss and tax expense

91,757 19,310

Interest income 30 3,853 3,4 51

Interest expense 31 (12,042) (6,024)

Net interest expense

(8,189) (2,573)

Impairment losses 32 (6,773) (1,550)

Provisions 20 (1, 443) –

Profit before tax 75,352 15,187

Tax credit/(expense) 33 32,38 3 (15,230)

Profit/(loss) after tax 107,735 (43)

Basic and diluted earnings per share (EUR) 34 0.2223 (0.0000)

Items that may be reclassified subsequently to profit or loss

Exchange differences on translation of foreign operations 13,963 41

Total comprehensive income/(loss) for the period 121,698 (2)

113www.allfunds.comAnnual Report 2021

STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

Consolidated statement of changes in equity

For the year ended 31 December 2021

114 Annual Report 2021 www.allfunds.co.uk

Attributable to the owners of Allfunds Group Plc

Notes

Share capital

EUR (‘000s)

Share premium

EUR (‘000s)

Retained

Earnings

EUR (‘000s)

Other reserves

EUR (‘000s)

Total equity

EUR (‘000s)

Balance as at 31 Dec 2019 1,099 1,276,839 325,041 491 1,603,470

Loss for the year – – (43) – (43)

Total other comprehensive income for the year – – – 41 41

Transactions with owners of the Company

Share issuance during the year 475 783,317 – – 783,792

Dividends 23 – – (12,000) – (12,000)

Balance as at 31 Dec 2020 as previously reported 1,574 2,060,156 312,998 532 2,375,260

Adjustment to prior year balances in relation to the re-measurement

of net assets acquired as a result of a business combination*

2e – – 8 – 8

Re-presented balance as at 31 Dec 2020 1,574 2,060,156 313,006 532 2,375,268

Attributable to the owners of Allfunds Group Plc

Notes

Share capital

EUR (‘000s)

Share premium

EUR (‘000s)

Retained

Earnings

EUR (‘000s)

Other reserves

EUR (‘000s)

Total equity

EUR (‘000s)

Balance as at 31 Dec 2020 as previously reported 1,574 2,060,156 312,998 532 2,375,260

Adjustment to prior year balances in relation to the re-measurement of net

assets acquired as a result of a business combination*

–

–8

Re-presented balance as at 31 Dec 2020 1,574 2,060,156 313,006 532 2,375,268

Profit for the year – – 107,735 – 107,735

Total other comprehensive income for the year – – – 13,963 13, 963

Transactions with owners of the Company

Dividends 23 – – (185,000) – (185,000)

Shareholders Contribution 37 – – 10,400 – 10,400

Employee Share Scheme 3g – – 1,969 – 1,96 9

Balance as at 31 Dec 2021

1,574 2,060,156 248,110 14,495 2,324,335

* For further details on the re-presentations, please refer to Note 2e.

(The Notes form an integral part of these Financial Statements)

Consolidated statement of cash flows

For the year ended 31 December 2021

www.allfunds.co.uk Annual Report 2021 115

31 Dec 21

EUR (‘000s)

31 Dec 20

EUR (‘000s)

Notes Re-presented*

Operating activities

Profit/(loss) after tax for the period 107,735 (43)

Adjustment for:

Depreciation and amortisation 9, 10 161,818 130,033

Net (gain)/loss on financial assets and liabilities at fair value 29 19 (295)

Net exchange differences 29 (1,758) (428)

Impairment losses 32 6,773 1,550

Provisions 20 1,443 –

Interest income 30 (3,853) (3,451)

Interest expense 31 12,042 6,024

Tax (credit)/charge 33 (32,383) 15,230

Profit adjusted for non-cash items 251,836 148,620

Net decrease/(increase) in operating assets

Financial assets at amortised cost (24,590) 530,839

Financial assets at fair value through profit or loss (736) 102

Other operating assets (262,339) (88,033)

(287,665) 442,908

Net increase/(decrease) in operating liabilities

Financial liabilities at fair value through profit or loss 183 (536)

Financial liabilities at amortised cost 458,096 185,972

Other operating liabilities 197,007 80,985

655,286 266,421

Payments of corporation taxes (116,911) (22,280)

Net cash flows generated from operating activities 502,546 835,669

Investing activities

Purchase of property, plant and equipment 9 (795) (9,397)

Purchase of intangible assets 10 (22,715) (19,109)

Net cash acquired as a result of business combinations – 29,684

Cash consideration (paid) on acquisition of subsidiaries – (29,272)

Net cash flow used in investing activities (23,510) (28,094)

* For further details on the re-presentations, please refer to Note 2e.

(The Notes form an integral part of these Financial Statements)

114 Annual Report 2021www.allfunds.com

–

Consolidated statement of cash flows

For the year ended 31 December 2021

www.allfunds.co.uk Annual Report 2021 115

31 Dec 21

EUR (‘000s)

31 Dec 20

EUR (‘000s)

Notes Re-presented*

Operating activities

Profit/(loss) after tax for the period 107,735 (43)

Adjustment for:

Depreciation and amortisation 9, 10 161,818 130,033

Net (gain)/loss on financial assets and liabilities at fair value 29

19 (295)

Net exchange differences 29

(1, 758) (428)

Impairment losses 32

6,773 1,550

Provisions 20

1,443 –

Interest income 30

(3,8 53) (3,451)

Interest expense 31

12,042 6,024

Tax (credit)/charge 33

(32,383) 15,230

Profit adjusted for non-cash items

251, 836 148,620

Net decrease/(increase) in operating assets

Financial assets at amortised cost (2 4,590) 530,839

Financial assets at fair value through profit or loss (7 36) 102

Other operating assets

(2 62,339) (88,033)

(287,66 5) 442,908

Net increase/(decrease) in operating liabilities

Financial liabilities at fair value through profit or loss 183 (536)

Financial liabilities at amortised cost 458,096 185,972

Other operating liabilities

197,007 80,985

655,286 266,421

Payments of corporation taxes (116,91 1) (22,280)

Net cash flows generated from operating activities 502,546 835,669

Investing activities

Purchase of property, plant and equipment 9 (795) (9,397)

Purchase of intangible assets 10 (22,715) (19,109)

Net cash acquired as a result of business combinations

– 29, 684

Cash consideration (paid) on acquisition of subsidiaries – (29,27 2)

Net cash flow used in investing activities (23,510) (28,094)

* For further details on the re-presentations, please refer to Note 2e.

(The Notes form an integral part of these Financial Statements)

115www.allfunds.comAnnual Report 2021

STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

Consolidated statement of cash flows continued

For the year ended 31 December 2021

116 Annual Report 2021 www.allfunds.co.uk

Notes

31 Dec 21

EUR (‘000s)

31 Dec 20

EUR (‘000s)

Financing activities

Re-presented*

Payment of interim dividend (185,000) (12,000)

Proceeds from borrowings on revolving credit facility, less fees incurred 17 46,700

roceeds from issuance of share capital and share premium

– 14,636

Loan interest paid

(1,786)

Cash

payments on principal portion of lease liabilities

(7,383) (6,10 5)

Shareholder contributions 37

10,400

et cash flow used in financing activities

(137,069) (3,469)

Effect of exchange rate changes on cash and cash equivalents 29 1,758 428

Net increase in cash and cash equivalents

343,725 804,534

Cash

and cash equivalents at the start of the year

1,848,905 1,044,371

Cash and cash equivalents at the end of the year 16

2,192,630 1,848,905

* For further details on the re-presentations, please refer to Note 2e.

Non-cash disclosures

No non-cash equity contributions were made during the year from 1 January 2021 to 31 December 2021.

During the year from 1 January 2020 to 31 December 2020, the Allfunds Group made non-cash equity contributions in the following amounts:

– EUR 190,000 thousand on 26 March 2020 in relation to the acquisition of Credit Suisse InvestLab AG; and

– EUR 18,792 thousand on 26 March 2020 in relation to the deferred consideration for the 2019 acquisition of Credit Suisse InvestLab AG.

(The Notes form an integral part of these Financial Statements)

Notes to the consolidated financial statements

For the year ended 31 December 2021

www.allfunds.co.uk Annual Report 2021 117

1. General Information

Allfunds Group Plc, (the “Company”) is a public limited company domiciled in England and Wales, United Kingdom. The address of the registered office

is at 2 Fitzroy Place, 8 Mortimer Street, London, United Kingdom, W1T 3JJ.

The Company was formerly named Allfunds (UK) Limited, until 14 April 2021 when the name was changed to Allfunds Group Limited. Following the

admission to listing and trading on Euronext Amsterdam on 23 April 2021, the Company was converted into a public company with limited liability with

the name Allfunds Group Plc.

The activities that the Company and its subsidiaries (the “Allfunds Group”) ultimately undertakes are as follows:

– The performance of all kinds of activities, transactions and services of the banking business in general, related thereto or permitted under current

legislation and financial reporting framework applicable to the Bank of Spain;

– The acquisition, holding, use, administration, and disposal of Spanish and foreign marketable securities, shares and equity interests in companies,

in accordance with current legislation; and

– The provision of investment services and any applicable supplementary activity under current legislation.

As at 31 December 2021, the Company is 39.00% owned by LHC3 Limited (formerly LHC3 Plc), 7.51% owned by BNP Paribas Securities Services (“BP2S”),

6.30% by BNP Paribas Asset Management Holding (“BNPP AM”), and 8.56% by Credit Suisse AG. The remaining 38.63% of the ordinary shares of the

Company are listed on the Euronext Amsterdam exchange.

The largest shareholder, LHC3 Limited is in turn wholly owned by LHC2 Limited having its registered address at Third Floor, 37 Esplanade, St. Helier,

Jersey, JE1 1AD. Similarly LHC2 Limited is wholly owned by LHC1 Limited which indirectly holds its share of the Company through LHC2 Limited and

LHC3 Limited. LHC1 Limited is ultimately jointly controlled by Hellman & Friedman LLC and its affiliates (“H&F”), and Eiffel Investment Pte Ltd, a

nominated investment vehicle of GIC Special Investments Pte Ltd, a direct subsidiary of GIC (Ventures) Pte Ltd (“Eiffel”), with a minority holding

held by LHC Manco Limited, a company owned by certain members of senior management of the Allfunds Group.

2. Basis of Accounting

2.a. Statement of compliance

The consolidated and individual financial statements for the year ended 31 December 2021 (the “Financial Statements”) have been prepared on a going

concern basis and in accordance with International Accounting Standards in conformity with the requirements of the United Kingdom (UK) Companies

Act 2006 and International Financial Reporting Standards (IFRS) as adopted by the European Union (EU).

2.b. Basis of preparation

The financial statements have been prepared on the historical cost basis, except for the revaluation of financial assets and liabilities at fair value through

profit and loss.

Certain comparative figures have been reclassified to conform to the current year presentation.

The financial statements are presented in Euros, which is the currency of the primary economic environment in which the Group operates (the “functional

currency”), rounded to the nearest thousand.

The Directors have made enquiries and having considered the current economic climate at the time of approving the consolidated financial statements, as

well as the expected working capital requirements that the Group will have for the twelve months from the date that these financial statements are signed

and issued, they have a reasonable expectation that the Group have adequate resources to continue in operational existence for the foreseeable future.

Thus, they continue to adopt the going concern basis of accounting in preparing the consolidated financial statements.

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–

Notes to the consolidated financial statements

For the year ended 31 December 2021

www.allfunds.co.uk Annual Report 2021 117

1. General Information

Allfunds Group Plc, (the “Company”) is a public limited company domiciled in England and Wales, United Kingdom. The address of the registered office

is at 2 Fitzroy Place, 8 Mortimer Street, London, United Kingdom, W1T 3JJ.

The Company was formerly named Allfunds (UK) Limited, until 14 April 2021 when the name was changed to Allfunds Group Limited. Following the

admission to listing and trading on Euronext Amsterdam on 23 April 2021, the Company was converted into a public company with limited liability with

the name Allfunds Group Plc.

The activities that the Company and its subsidiaries (the “Allfunds Group”) ultimately undertakes are as follows:

– The performance of all kinds of activities, transactions and services of the banking business in general, related thereto or permitted under current

legislation and financial reporting framework applicable to the Bank of Spain;

– The acquisition, holding, use, administration, and disposal of Spanish and foreign marketable securities, shares and equity interests in companies,

in accordance with current legislation; and

– The provision of investment services and any applicable supplementary activity under current legislation.

As at 31 December 2021, the Company is 39.00% owned by LHC3 Limited (formerly LHC3 Plc), 7.51% owned by BNP Paribas Securities Services (“BP2S”),

6.30% by BNP Paribas Asset Management Holding (“BNPP AM”), and 8.56% by Credit Suisse AG. The remaining 38.63% of the ordinary shares of the

Company are listed on the Euronext Amsterdam exchange.

The largest shareholder, LHC3 Limited is in turn wholly owned by LHC2 Limited having its registered address at Third Floor, 37 Esplanade, St. Helier,

Jersey, JE1 1AD. Similarly LHC2 Limited is wholly owned by LHC1 Limited which indirectly holds its share of the Company through LHC2 Limited and

LHC3 Limited. LHC1 Limited is ultimately jointly controlled by Hellman & Friedman LLC and its affiliates (“H&F”), and Eiffel Investment Pte Ltd, a

nominated investment vehicle of GIC Special Investments Pte Ltd, a direct subsidiary of GIC (Ventures) Pte Ltd (“Eiffel”), with a minority holding

held by LHC Manco Limited, a company owned by certain members of senior management of the Allfunds Group.

2. Basis of Accounting

2.a. Statement of compliance

The consolidated and individual financial statements for the year ended 31 December 2021 (the “Financial Statements”) have been prepared on a going

concern basis and in accordance with International Accounting Standards in conformity with the requirements of the United Kingdom (UK) Companies

Act 2006 and International Financial Reporting Standards (IFRS) as adopted by the European Union (EU).

2.b. Basis of preparation

The financial statements have been prepared on the historical cost basis, except for the revaluation of financial assets and liabilities at fair value through

profit and loss.

Certain comparative figures have been reclassified to conform to the current year presentation.

The financial statements are presented in Euros, which is the currency of the primary economic environment in which the Group operates (the “functional

currency”), rounded to the nearest thousand.

The Directors have made enquiries and having considered the current economic climate at the time of approving the consolidated financial statements, as

well as the expected working capital requirements that the Group will have for the twelve months from the date that these financial statements are signed

and issued, they have a reasonable expectation that the Group have adequate resources to continue in operational existence for the foreseeable future.

Thus, they continue to adopt the going concern basis of accounting in preparing the consolidated financial statements.

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Notes to the consolidated financial statements continued

118 Annual Report 2021 www.allfunds.co.uk

2.c. Basis of Consolidation

Subsidiaries are all entities over which the parent company has control. The investor (parent company) controls an investee if and only if the investor

has all of the following: a) power over the investee; b) exposure, or rights, to variable returns from its involvement with the investee; and c) the ability

to use its power over the investee to affect the amount of the investor´s returns. Subsidiaries are fully consolidated from the date on which control is

transferred to the parent company. They are derecognised from the date that control ceases. The acquisition method is used by the Group to account

for business combinations.

When the parent company has less than a majority of the voting rights of an investee, they consider that they have power over the investee when the

voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between the members of the Group are eliminated

on consolidation. Unrealised losses are also eliminated unless the transaction process evidence of an impairment of the transferred asset.

2.d. New standards interpretations and amendments adopted by the Group

The following amendments and interpretations became effective during the year. Their adoption has not had any significant impact on the Group:

Effective from

Effective date of IBOR reform Phase 2 amendments 1 January 2021

IFRS 16 - Covid-19 – Related Rent Concessions adoption date 1 April 2021

The following amendments and interpretations became effective after the 31 December 2021:

Basis

Effective from

IFRS 3 – Reference to the Conceptual Framework 1 January 2022

IAS 37 – Amendments regarding onerous contracts 1 January 2022

Effective date of 2018-2020 annual improvements cycle 1 January 2022

IAS 16 – Amendments regarding proceeds before use 1 January 2022

IFRS 17 – Insurance contracts 1 January 2023

IAS 8 – Amendments on accounting estimates 1 January 2023

Effective date of amendments on disclosure of accounting policies 1 January 2023

IFRS 17 – Effective date for amendments 1 January 2023

IAS 12 – Amendments on deferred tax 1 January 2023

IAS 1 – Amendments on classifications 1 January 2023

The Group has not early adopted any of these or any other standard, interpretation or amendment that has been issued but is not yet effective that have

a material impact on the financial statements.

2.e. Prior Year Comparative Information

The Company presents in the Financial Statements, for comparative purposes, in addition to the figures as of 31 December 2021, those corresponding

to 31 December 2020. However, the figures corresponding to 31 December 2020 included for comparative purposes in the accompanying Financial

Statements differ from those included in the audited annual consolidated financial statements as of 31 December 2020 approved by the shareholders

due to the retrospective application of the purchase price allocation (“PPA”) performed on the business combination in relation to the BNPP Acquisition

(see Note 11).

IFRS 3.49 states that during the measurement period of intangible assets arising in a business combination, the acquirer shall recognise adjustments to

the provisional amounts as if the accounting for the business combination had been completed at the acquisition date. Accordingly, the acquirer shall

revise comparative information for prior periods presented in financial statements as needed, including making any change in depreciation, amortisation

or other income effects recognised in completing the initial accounting.

In the first half of 2021, the Allfunds Group obtained the final Purchase Price Allocation (PPA) report and modified the initial allocation made as of

31 December 2020 retroactively as it is within the 1-year period since the transaction was executed and in accordance with the provisions of IFRS 3.

www.allfunds.co.uk Annual Report 2021 119

The below tables show the impact of the retrospective application of the PPA on the statement of financial position as at 31 December 2020 and the

statement of comprehensive income for the year ended 31 December 2020 in accordance with IFRS 3:

Notes

31 Dec 2020

EUR (‘000s)

As reported

BNP PPA

EUR (‘000s)

Adjustment

31 Dec 2020

EUR (‘000s)

Re-presented

Assets

Non-current assets

Goodwill 1

0 1,015,982 (13,877) 1,002,105

Intangible assets 10 1,308,167 20,727 1,328,894

Property, plant and equipment 9 29,301 – 29,301

Financial assets held at amortised cost 12 868 – 868

Deferred tax assets 14 55,112 – 55,112

Total non-current assets 2,409,430 6,850 2,416,280

Current assets

Financial assets at fair value through profit or loss 900 – 900

Financial assets held at amortised cost 12 225,810 – 225,810

Tax assets 14 9,020 – 9,020

Contract assets 13 435,606 – 435,606

Other assets 15 6,842 – 6,842

Cash and cash equivalents 16 1,848,905 – 1,848,905

Total current assets 2,527,083 – 2,527,083

Total assets 4,936,513 6,850 4,943,363

Equity and Liabilities

Non-current liabilities

Deferred tax liabilities 19 320,549 6,842 327,391

Non-current lease liabilities 36 12,188 – 12,188

Total non-current liabilities 332,737 6,842 339,579

Current liabilities

Financial liabilities at fair value through profit or loss 213 – 213

Financial liabilities held at amortised cost 17 1,800,408 – 1,800,408

Contract liabilities 18 352,159 – 352,159

Current lease liabilities 36 7,289 – 7,289

Tax liabilities 19 15,145 – 15,145

Other liabilities 21 53,302 – 53,302

Total current liabilities 2,228,516 – 2,228,516

Total liabilities 2,561,253 6,842 2,568,095

Equity

Share capital 22 1,574 – 1,574

Share premium 22 2,060,156 – 2,060,156

Retained earnings 312,998 8 313,006

Other reserves 532 – 532

Total equity 2,375,260 8 2,375,268

Total liabilities and equity 4,936,513 6,850 4,943,363

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www.allfunds.co.uk Annual Report 2021 119

The below tables show the impact of the retrospective application of the PPA on the statement of financial position as at 31 December 2020 and the

statement of comprehensive income for the year ended 31 December 2020 in accordance with IFRS 3:

Notes

31 Dec 2020

EUR (‘000s)

As reported

BNP PPA

EUR (‘000s)

Adjustment

31 Dec 2020

EUR (‘000s)

Re-presented

Assets

Non-current assets

Goodwill 10 1,015,982 (13,877) 1,002,105

Intangible assets 10 1,308,167 20,727 1,328,894

Property, plant and equipment 9 29,301 – 29,301

Financial assets held at amortised cost 12 868 – 868

Deferred tax assets 14 55,112 – 55,112

Total non-current assets 2,409,430 6,850 2,416,280

Current assets

Financial assets at fair value through profit or loss 900 – 900

Financial assets held at amortised cost 12 225,810 – 225,810

Tax assets 14 9,020 – 9,020

Contract assets 13 435,606 – 435,606

Other assets 15 6,842 – 6,842

Cash and cash equivalents 16 1,848,905 – 1,848,905

Total current assets 2,527,083 – 2,527,083

Total assets 4,936,513 6,850 4,943,363

Equity and Liabilities

Non-current liabilities

Deferred tax liabilities 19 320,549 6,842 327,391

Non-current lease liabilities 36 12,188 – 12,188

Total non-current liabilities 332,737 6,842 339,579

Current liabilities

Financial liabilities at fair value through profit or loss 213 – 213

Financial liabilities held at amortised cost 17 1,800,408 – 1,800,408

Contract liabilities 18 352,159 – 352,159

Current lease liabilities 36 7,289 – 7,289

Tax liabilities 19 15,145 – 15,145

Other liabilities 21 53,302 – 53,302

Total current liabilities 2,228,516 – 2,228,516

Total liabilities 2,561,253 6,842 2,568,095

Equity

Share capital 22 1,574 – 1,574

Share premium 22 2,060,156 – 2,060,156

Retained earnings 312,998 8 313,006

Other reserves 532 – 532

Total equity 2,375,260 8 2,375,268

Total liabilities and equity 4,936,513 6,850 4,943,363

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Notes to the consolidated financial statements continued

120 Annual Report 2021 www.allfunds.co.uk

2020

EUR (‘000s)

As reported

BNP PPA

EUR (‘000s)

Adjustment

2020

EUR (‘000s)

Re-presented

Notes Re-presented

Fee, commission and service revenue 25 1,589,363 1,589,363

Fee, commission and service expense 26 (1,280,065) (1,280,065)

Net Revenue 5 309,298 309,298

Employee compensation and benefits 27 (75,591) (75,591)

Other expenses 28 (89,901) (89,901)

Other operating income 29 5,537 5,537

Amortisation and depreciation relating to other intangible assets and property, plant and equipment 9, 10 (18,426) (18,426)

Amortisation of intangible assets acquired as a result of business combinations 10 (111,599) (8) (111,607)

Profit before net interest expense, impairment loss and tax expense 19,318 (8) 19,310

Interest income 30 3,451 3,451

Interest expense 31 (6,024) (6,024)

Net interest expense (2,573) (2,573)

Impairment losses 32 (1,550) (1,550)

Profit before tax 15,195 15,187

Tax credit/(expense) 33 (15,230) (15,230)

Profit/(loss) after tax (35) (43)

Basic and diluted earnings per share (EUR) 34 (0.0002) (0.0003)

3. Significant Accounting Policies

The Group accounting policies have been applied consistently by all group entities and for all periods presented herein.

3.a. Foreign currency translation

Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Monetary assets

and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date, with the foreign

currency difference recognised in other operating income/(expense).

Differences arising on the translation of investments measured at fair value through OCI are recognised in other comprehensive income.

Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated into the Euro functional currency

at the exchange rate at the date that the fair value was determined. Non-monetary items in a foreign currency that are measured based on historical

cost are translated using the exchange rate at the date of the transaction.

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into euros at the

exchange rates at the reporting date. The income and expenses of foreign operations are translated to euros at the exchange rates at the dates of

the transactions.

Foreign currency differences are recognised in other comprehensive income and presented in the other reserves (translation reserve) of equity.

3.b. Financial Instruments

Financial assets and financial liabilities are recognised in the consolidated statement of financial position when the Group becomes a party to the

contractual provisions of the instrument.

i. Financial assets

Financial assets are classified according to the business model within which the asset is held and the contractual cash-flow characteristics of the asset.

ii. Financial assets at amortised cost

The Group’s financial assets at amortised cost comprise trade receivables from credit institutions, customers and the required balances to be held at

central banks.

Financial assets at amortised cost are initially recognised at fair value including any directly attributable costs. They are subsequently measured at

amortised cost using the effective interest method, less any impairment. No interest income is recognised on financial assets measured at amortised cost,

with the exception of cash and cash equivalents, as all financial assets at amortised cost are short-term receivables and the recognition of interest would

be immaterial. Financial assets are derecognised when the contractual right to the cash flows from the asset expire.

www.allfunds.co.uk Annual Report 2021 121

iii. Trade and other receivables

Trade and other receivables are initially recorded at the fair value of the amount receivable and subsequently measured at amortised cost using the

effective interest method, less any provision for impairment. Other receivables also represent client money required to meet settlement obligations.

iv. Cash and cash equivalents

Cash and cash equivalents include cash in hand, on demand deposits with banks and other short-term highly-liquid investments with original maturities

of three months or less that are readily convertible to known amounts of cash and subject to an insignificant risk of changes in value. Where appropriate,

bank overdrafts are shown within borrowings in current liabilities in the consolidated statement of financial position.

v. Impairment of financial assets

The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade

receivables and contract assets. To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics

and number of days past due. The Group considers a trade receivable to be in default when it is past due by more than 90 days. The carrying amount

of the financial assets is reduced by the use of a provision. When a trade receivable is considered uncollectable, it is written off against the provision.

Subsequent recoveries of amounts previously written off are credited against the provision. Changes in the carrying amount of the provision are

recognised in the income statement.

vi. Financial liabilities

Financial liabilities are classified according to the substance of the contractual arrangements entered into.

vii. Financial liabilities at amortised cost

The Group’s financial liabilities at amortised cost comprise trade payables from credit institutions, customers and other payables. They are subsequently

measured at amortised cost using the effective interest method, less any impairment. No interest expense is recognised on financial liabilities measured

at amortised cost as all financial liabilities at amortised cost are short-term payables and the recognition of interest would be immaterial. Financial

liabilities are derecognised when the contractual obligation to the cash flows from the liability expire.

viii. Lease liabilities

Lease liabilities consist of amounts payable by the Group measured at the present value of lease payments to be made over the lease term.

ix. Other financial liabilities

The Group’s other financial liabilities consist mainly of the external funding obtained through the revolving credit facility as well as the conditional

dividend pending to be paid. Other financial liabilities are initially measured at fair value, net of transaction costs. They are subsequently carried at

amortised cost using the effective interest rate method. A financial liability is derecognised when, and only when, the Group’s obligations are discharged,

cancelled or they expire.

x. Trade and other payables

Trade and other payables consist of amounts payable to clients and other counterparties and obligations to pay suppliers for goods and services in the

ordinary course of business, including amounts recognised as accruals. Trade and other payables are measured at amortised cost using the effective

interest method.

xi. Derivative Financial Instruments

The Group enters into derivative financial instruments, including foreign exchange spot and forward contracts, to manage its exposure to foreign

exchange rate risk.

Derivatives are initially recognised at fair value at the date the contract is entered into and are subsequently remeasured to fair value at each statement

of financial position date, with the resulting gain or loss is recognised in comprehensive income.

A derivative with a positive fair value is recognised as a financial asset whereas a derivative with a negative fair value is recognised as a financial liability.

A derivative is presented as a non-current asset or a non-current liability if the remaining maturity of the instrument is more than 12 months and it is not

expected to be realised or settled within 12 months from the reporting date. Other derivatives are presented as current assets or current liabilities.

xii. Borrowings

Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any

difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit or loss over the period of the borrowings

using the effective interest method.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after

the reporting period.

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www.allfunds.co.uk Annual Report 2021 121

iii. Trade and other receivables

Trade and other receivables are initially recorded at the fair value of the amount receivable and subsequently measured at amortised cost using the

effective interest method, less any provision for impairment. Other receivables also represent client money required to meet settlement obligations.

iv. Cash and cash equivalents

Cash and cash equivalents include cash in hand, on demand deposits with banks and other short-term highly-liquid investments with original maturities

of three months or less that are readily convertible to known amounts of cash and subject to an insignificant risk of changes in value. Where appropriate,

bank overdrafts are shown within borrowings in current liabilities in the consolidated statement of financial position.

v. Impairment of financial assets

The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade

receivables and contract assets. To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics

and number of days past due. The Group considers a trade receivable to be in default when it is past due by more than 90 days. The carrying amount

of the financial assets is reduced by the use of a provision. When a trade receivable is considered uncollectable, it is written off against the provision.

Subsequent recoveries of amounts previously written off are credited against the provision. Changes in the carrying amount of the provision are

recognised in the income statement.

vi. Financial liabilities

Financial liabilities are classified according to the substance of the contractual arrangements entered into.

vii. Financial liabilities at amortised cost

The Group’s financial liabilities at amortised cost comprise trade payables from credit institutions, customers and other payables. They are subsequently

measured at amortised cost using the effective interest method, less any impairment. No interest expense is recognised on financial liabilities measured

at amortised cost as all financial liabilities at amortised cost are short-term payables and the recognition of interest would be immaterial. Financial

liabilities are derecognised when the contractual obligation to the cash flows from the liability expire.

viii. Lease liabilities

Lease liabilities consist of amounts payable by the Group measured at the present value of lease payments to be made over the lease term.

ix. Other financial liabilities

The Group’s other financial liabilities consist mainly of the external funding obtained through the revolving credit facility as well as the conditional

dividend pending to be paid. Other financial liabilities are initially measured at fair value, net of transaction costs. They are subsequently carried at

amortised cost using the effective interest rate method. A financial liability is derecognised when, and only when, the Group’s obligations are discharged,

cancelled or they expire.

x. Trade and other payables

Trade and other payables consist of amounts payable to clients and other counterparties and obligations to pay suppliers for goods and services in the

ordinary course of business, including amounts recognised as accruals. Trade and other payables are measured at amortised cost using the effective

interest method.

xi. Derivative Financial Instruments

The Group enters into derivative financial instruments, including foreign exchange spot and forward contracts, to manage its exposure to foreign

exchange rate risk.

Derivatives are initially recognised at fair value at the date the contract is entered into and are subsequently remeasured to fair value at each statement

of financial position date, with the resulting gain or loss is recognised in comprehensive income.

A derivative with a positive fair value is recognised as a financial asset whereas a derivative with a negative fair value is recognised as a financial liability.

A derivative is presented as a non-current asset or a non-current liability if the remaining maturity of the instrument is more than 12 months and it is not

expected to be realised or settled within 12 months from the reporting date. Other derivatives are presented as current assets or current liabilities.

xii. Borrowings

Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any

difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit or loss over the period of the borrowings

using the effective interest method.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after

the reporting period.

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Notes to the consolidated financial statements continued

122 Annual Report 2021 www.allfunds.co.uk

3.c. Goodwill

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the

fair value of the acquirer's previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets

acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities

assumed exceeds the sum of the consideration transferred, the excess is recognised immediately in comprehensive income as a bargain purchase gain.

Goodwill is not amortised but is reviewed for impairment, as part of the cash-generating unit (“CGU”) to which it belongs, at least annually. The cash-

generating unit is the smallest group of assets that includes the goodwill and generates cash inflows that are largely independent of the cash inflows

from other assets or groups of assets. Identification of an asset’s cash-generating unit involves judgement. For the purpose of impairment testing,

goodwill acquired as part of a business combination is allocated to each of the Group’s cash-generating units expected to benefit from the synergies

of the combination. Cash-generating units to which goodwill has been allocated are tested for impairment annually, or more frequently when there

is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the

impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata

on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill cannot be reversed in a subsequent period.

On disposal of a cash-generating unit, the attributable amount of goodwill is included in the determination of the gain or loss on disposal.

3.d. Property, Plant and Equipment

Items of property, plant and equipment are stated at historical cost less accumulated depreciation. Historical cost includes expenditures that are directly

attributable to the acquisition of the items.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future

economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance

are charged to profit or loss during the reporting period in which they are incurred.

The Group depreciates property, plant and equipment on a straight-line basis for both years ended 31 December 2021 and 2020, over the following periods:

Furniture and fixtures 10 years

Computer hardware 4 years

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

3.e. Intangible Assets (other than goodwill)

Intangible assets are identifiable non-monetary assets without physical substance which arise as a result of a legal transaction or which are developed

internally by the Group, where applicable. Only assets whose cost can be reasonably estimated objectively and from which the Group considers it probable

that future economic benefits will be generated are recognised.

Intangible assets comprise IT developments, IT technological platforms, current relations with clients, current relations with clients through cooperation

agreements, current relations with clients through exclusivity agreements, brand name, and sub-distribution agreement. These are stated at cost less

amortisation or fair value less any recognised impairment loss. Amortisation is provided on all intangible assets excluding goodwill at rates calculated to

write off the cost or valuation, less estimated residual value, of each asset evenly using a straight-line method over its estimated useful economic life for

both years ended 31 December 2021 and 2020, as follows:

IT developments 5 years

IT technological platform 5–5.1 years

Current relations with clients 13.6–15.9 years

Current relations with clients through cooperation agreements 12–16.5years

Current relations with clients through exclusivity agreements 12–14.7 years

Brand name 16.5 years

Sub-distribution agreement 10 years

The assets’ estimated useful lives, amortisation rates and residual values are reviewed, and adjusted if appropriate at the end of each reporting period. An

asset’s carrying value is written down immediately to its recoverable amount if its carrying value is greater than the recoverable amount.

Development costs that are directly attributable to the design and testing of identifiable and unique software products controlled by the Group are

recognised as intangible assets when the following criteria are met:

– it is technically feasible to complete the software so that it will be available for use;

– management intends to complete the software and use or sell it;

– there is an ability to use or sell the software;

– it can be demonstrated how the software will generate probable future economic developments;

– adequate technical, financial and other resources to complete the development and to use or sell the software are available; and

– the expenditure attributable to the software during its development can be reliably measured.

www.allfunds.co.uk Annual Report 2021 123

Directly attributable costs that are capitalised as part of the software include employee costs and an appropriate portion of relevant overheads.

Capitalised development costs are recorded as intangible assets and amortised from the point at which the asset is ready for use.

3.f. Revenue recognition

Fee, commission and service revenue

The Group identifies revenue to be recognised in accordance with the provisions of the agreements signed with customers. The services can be

differentiated according to the type of service, as detailed further below. The Group recognizes contract assets and liabilities in accordance with IFRS 15

as a result of the balances generated for accrued fee, commission and service revenues. See Notes 13 and 17 for further information regarding the contract

assets and liabilities, respectively.

Platform revenue:

– The Group considers that the service is provided (and the performance obligation satisfied) when subscription and redemption of units in Collective

Investment Undertakings ("CIU") are settled and accordingly the positions are allocated in the clients' securities accounts. The commissions agreed

with clients associated with these intermediation services are calculated daily and the services are generally invoiced on a quarterly basis. Revenue

is recognised in the period in which the performance obligation has been satisfied, in accordance with the volume of activity and the contractual price.

Subscription and other revenues:

– Financial or banking services: the service is provided (and the performance obligation satisfied) at a point in time. The commissions and fees are

invoiced at the time the service is rendered according with the economic terms fixed in the agreement. The performance obligation is satisfied once

the service has been performed, and revenue is recognised accordingly.

– Information delivery services: the service is provided (and the performance obligation satisfied) over a period of time in accordance with the contract.

The service is invoiced according to the conditions and fixed pricing included in the contract (monthly, quarterly or annually). The performance

obligation is satisfied over a period of time as defined in the contract, and the revenue is recognised pro-rata over this same period.

Fee, commission and service expense

Fee, commission and service expenses comprise expenses for third parties, distributors, and other parties. These expenses are generated as a result

of a type of fee contract generally referred to as the rebate model. Under this model, the fund houses pay a portion of the management or distribution

fee of the CIU, which is calculated as a margin on the volume of AuA, as a distribution fee, or rebate, to Allfunds. Allfunds then passes this rebate on to

the distributor. The expense is recognised in the same accounting period as the income associated with the assets under intermediation/distribution

(see above).

Net revenue

Net revenue is comprised of fee, commission and service revenue recognised under IFRS 15 less fee, commission and service expense. Net revenue is

a gross profit measure. The Group labels this gross profit subtotal as net revenue because the directors believe it reflects the integral interrelationship

between revenue generated and the expenses concurrently incurred, whilst also being comparable to measures used by peers.

3.g. Employee Benefits

3.g. i. Short term obligations

Liabilities for wages and salaries, including non-monetary benefits and accumulated sick leave that are expected to be settled wholly within 12 months

after the end of the period in which the employees render the related service are recognised in respect of employees’ services up to the end of the

reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented within other liabilities

in the consolidated statement of financial position, as long as there in no right to deferral.

3.g. ii. Post-employment obligations – defined contribution plans

The Group’s post-employment obligations to its employees are deemed to be “defined contribution plans” where the Group makes pre-determined

contributions to a separate entity and will have no legal or effective obligation to make further contributions if the separate entity cannot pay the

employee benefits relating to the service rendered in the current and prior periods.

The contributions are recognised as employee benefit expense when they are due. Prepaid contributions are recognised as an asset to the extent that

a cash refund or a reduction in the future payments is available.

3.g. iii. Long-Term Incentive Plan (“LTIP”)

In 2021, the Board of Directors of the Company approved the launch of a Long-Term Incentive Plan (LTIP) as a share-based payment scheme of Allfunds

Group Plc applicable towards executive directors, senior management, and other employees of the Group. The first cycle of the LTIP was granted in

October 2021, and is divided into two types of incentives:

i. A share incentive granted to executive directors, senior management and key employees, linked to the beneficiary´s permanence in Allfunds

until the payment date and the degree of achievement of two metrics:

a. The evolution of the Total Shareholder Return (TSR) of Allfunds Group Plc compared to the evolution of the TSR of a group of comparable

companies and

b. The ratio of the Group Adjusted EBITDA compared to the budgeted Adjusted EBITDA over an agreed performance period

122 Annual Report 2021www.allfunds.com