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ESGBERT 25

The companies dedicated to investment At the registration date of this Registration Document, Tikehau Capital conducts its Investment activities directly or through holding companies.

As far as the current and the next two financial years are concerned, we expect to see a constant supply – in terms of number and volume – of investment opportunities on our market.

Overall, the aforementioned changes resulted in an immaterial effect and were applied on a prospective basis in 2019.

This plan represents a contingent right to receive Deutsche Bank AG common shares after a specified period of time.

Performance in 2021 The resilience of our capital position has been demonstrated over the period, with our shareholder Solvency II coverage ratio increasing by 36% to 218% at 31 December 2021, after paying dividends of £466 million.

The general partner of DBG Advising GmbH & Co. KG can terminate the management agreement with DBAG at three months’ notice to the end of a quarter.

The Board does not consider Jonathan Punter or Angus Samuels to be independent by virtue of their shareholdings and directorships in PSG, a controlling shareholder of the Company.

The potential effect of these laws and regulations on the financial statements varies considerably.

The Shareholders’ Meeting of the General Partner is responsible for the compensation strategy of the Executive Board of DWS Management GmbH as well as for determining their level and structure of compensation.

The Company is in particular committed to maintaining interest rate hedging greater than or equal to 50% of the amounts used under Tranche A of the Syndicated Credit Agreement for the duration of the loan; Change of control – The Syndicated Credit AgreementP provides for the option for each lender not to finance its participation in the event of drawdown and to terminate its commitment in the event of a change of control of the Company; Early repayment – Under the Syndicated Credit Agreement,P the majority of the lenders (i.e., lenders representing more than 2/3 of commitments) can decide to demand the total or partial early repayment of the amounts due under the Syndicated Credit Agreement in certain cases limited to those stipulated, which include non-payment, non-compliance of the commitments described above, the occurrence of a cross default or the occurrence of events having a material adverse effect on the assets and financial position of the Company or its ability to meet its payment obligations or any of its financial commitments.

Mr Christian de Labriffe was appointed as Chairman of the Company’s Supervisory Board at a meeting of the Board on 22 March 2017.

Therefore, the financial statements have been prepared on the going concern basis.

We have expanded our operations in Europe to ensure that we can continue to grow and service our European customer base following the UK’s departure from the European Union.

Management is responsible for the preparation and fair presentation of the financial statements in accordance with French accounting principles and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Disclosures Forum, supporting the development of investment decision useful nature-related financial disclosures.

The Managers approve the internal control systems put in place according to the risk management objectives defined.

In addition, the committee was informed and advised on the DWS Group’s cultural change program and its plans to replace the current corporate title system with a functional role framework to support the transformation into a leaner, less hierarchical organisational structure.

The Group has unused tax losses carried forward of £512m, primarily UK capital losses, on which no deferred tax is recognised.

A review of the Group’s strategy, political or global risks for the Asset Management industry such as a return of the European sovereign debt crisis, uncertainties regarding the implementation of already adopted regulation as well as a slowdown of GDP growth may negatively impact the performance forecasts and thus, could result in an impairment of goodwill in the future.

The Board have appointed Peter Warry as the Senior Independent Director.

This made it possible to bring new shareholders into the Company, such as the Singaporean investment management company Temasek (about €170 billion in assets under management), the Luxembourg insurance company La Luxembourgeoise, and the listed French investment management company FFP; as part of the reorganisation operations carried out onb) 7 March 2017 for the admission of the Company's securities to trading on the Euronext Paris regulated market, a recapitalisation through an in-kind contribution in the amount of €266,324,982 (share premium included) was completed on 21 December 2016.

Directors are required to comply with applicable law and SCOR SE’s by law (“statuts”).

The resulting gain or loss is recognised in the Income Statement.

In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited’s (EUI) specifications and must contain the information required for such instructions, as described in the CREST Manual.

Our flagship real estate fund family DWS Grundbesitz also continued to sustain strong demand in 2019.

In 2021 98% of our electricity use was provided by renewable energy (74% via procurement and 24% via EACs).

Compared with the end of the financial year 2015/2016, we are faced with an improved macroeconomic environment with solid economic growth.

Many of our new employees have commented on how genuine they find our people.

By their nature forward looking statements relate to events and circumstances that could occur in the future and therefore involve the risk and uncertainty that the Group’s actual results may differ materially from the results expressed or implied in the forward looking statements.

In the reporting year, no conflicts of interest were reported or otherwise apparent which would have to be reported to the General Meeting.

We have derived our materiality calculation based on a proportion of total equity as we consider it to be the most important financial metric on which shareholders would judge the performance of the Company.

In response to a request made during this assessment, the Board Secretariat undertook to make every effort to provide the relevant documents further in advance of the meetings.

Sustainability risk As a responsible investor we consider the sustainability risks of all our investments and advice by taking into consideration ESG factors that have the potential to have a material financial impact and seek to incorporate them into our general risk management framework.

First and foremost, the scale effect discussed previously (see paragraph (ii) above), resulting in a reduction of operating costs per unit under management and an increase in the asset base supporting the fee structure, should control changes to costs.

As a result, we have deemed the probability of occurrence of the risk “Negative impact of general economy and economic cycles in certain sectors on earnings, financial and asset position of portfolio companies” to be “low” as opposed to “possible” since the end of the third quarter of 2016/2017.

This means growing opportunities to invest in companies and projects which will transform our environment and society for the better, while also offering the potential for sustainable financial returns.

The Group promotes sport and the related values such as readiness for personal effort, discipline, teamwork and respect for the rules and other players.

Moreover, these devices are twinned in a remote backup data centre; security: Data drives are completely isolated from theP computer network.

In accordance with German law, the members of the Supervisory Board must be reliable, must have the expertise required to perform their control function and to assess and monitor the businesses the company operates, and must commit sufficient time to the performance of their tasks.

Consequently we consider sustainability a “principal risk” which means that we recognise the considerable threats and the potential benefits that sustainability risk could have on our business and that of the companies that we invest in.

Fondul Proprietatea, the Romanian-listed fund that now has a secondary listing in London, suffered due to its 40% exposure to the oil & gas sector.

We were pleased to enhance the Board’s skills in this area through the appointment of Dev Sanyal, who has deep experience in sustainable energy, in particular solar, wind energy and hydrogen, and bioenergy integrated low carbon power.

Of the 191 Directors and employees at period end: one of 11 Directors; seven of 27 senior managers; and 49 of 180 staff were females.

Culture The Directors are of the opinion that establishing and maintaining a healthy corporate culture amongst the Board and in its interaction with the Investment Manager, Shareholders and other stakeholders will support the delivery of its purpose, values and strategy.

We are committed to working with all our suppliers and stakeholders to help end slavery, human trafficking, child labour or any other abuse of human rights.

Fees are accrued monthly and charged when the work has been completed.

Decarbonising industrial processes which generate excess heat remains one of the major challenges in the global fight against climate change – and the electrification of industrial heat is emerging as a significant decarbonisation opportunity.

The valuation of investment property inherently captures the impact of climate change if it were located in an area subject to climate change events.

Total Eren is also developing numerous projects worldwide and has a portfolio of more than 2GW of assets under development, with the objective of achieving a net installed capacity of at least 3GW by 2023.

In line with the Group's remuneration policy, the Company awarded free shares to Group employees as part of their variable remuneration for 2017 and 2018, under five free share plans for eligible employees and corporate officers of the Company or related companies or corporate groups, approved by the Manager on 30 March 2018 (for the two plans corresponding to the variable remuneration in respect of 2017), and on 18 February 2019 (for the three plans corresponding to the variable remuneration in respect of 2018).

Its NAV decline of 9% was further exacerbated by the Romanian Leu falling by 5% versus the British Pound, costing British Empire 0.29% of NAV in total.

In addition to formal Board meetings, the Chair maintains regular contact throughout the year with the Chief Executive, Chief Financial Officer and members of the Group Executive Committee to discuss specific issues.

The total compensation is calculated on the basis of 2,314 employees as at 31 December 2013.

Environment 40% of the responding companies had an environmental management system (EMS) in place and 7% were in the process of introducing one.

The calculation of the severance payment is based on the annual compensation for the previous financial year and on the expected annual compensation for the current financial year, if applicable.

Net investment income better reflects the performance of assets invested by SCOR and therefore has replaced the investment income disclosed in the 2011 Registration Document and previous financial reporting.

M&G Investments manages over 85% of the assets in the With-Profits Fund, with the remainder managed by firms which are not part of M&G plc.

Accordingly, there are no differences in policy on the remuneration of Directors and the remuneration of employees.

Global Compact and to the “Principles for sustainable insurance”.

These factors are considered attractive for Tikehau Capital’s investor clients and seem to have contributed positively to the rapid growth of the Group’s assets under management in the past.

Our business is built on trust and we don’t take that lightly.

Other than the service condition, there are no other performance conditions associated with this plan.

Tikehau Capital appointed a responsible investment specialist stemming from DWS' teams to the Advisory Board of the T2 Energy Transition Fund.

We strive to promote sustainable standards that will balance the need to enhance our profitability while minimizing the risk that any association, action or inaction is perceived by stakeholders to be inappropriate, unethical or inconsistent with our values and beliefs.

Committee membership was reviewed in February 2022.

Appointments are made on merit and against objective criteria; care is taken to ascertain that appointees have sufficient time available to devote to their position.

The trust is a fiduciary relationship in which the legal ownership of assets is undertaken by the trustee (in this case DBS Trustee Limited), which is responsible for holding it on behalf of the beneficial owners (in this case the holders of the listed shares in the trust).

Commitments to Board of Management members initially appointed to the Board up to 1 January 2001 for the first time provide for defined annual pension benefits.

Limitations of scenario analysis As with any model, a wide range of assumptions which may or may not be true in practice underpin the calculated results.

We measure our financial performance using the following key performance measures: IFRS profit before tax, adjusted operating profit before tax, net client flows (excluding Heritage), AUMA, shareholder Solvency II coverage ratio, total capital generation and operating capital generation.

These payments also include followon remuneration for former Board of Management members arising from older investments (investments agreed up to 31 December 2000 or entered into from 2001 to 2006).

This includes ensuring each part of our business and M&G plc as a whole has sufficient resources to cover outgoing cash flows, under a range of severe but plausible scenarios.

Accordingly, due to exceptional items that increased costs and reduced revenue against plan – primarily due to closing the thematic global equity strategy – the annual variable compensation proposal that was recommended for approval by the Committee included a voluntary zero cash bonus for all Executive Directors.

Compliance: The structure of the system and the determination of the individual compensation comply with all statutory and regulatory requirements.

The Board understood and recognised the need to constantly adapt and modify available resources to help colleagues access remote well-being support, advice and resources.

Any such catastrophic event may generate insured losses in one or more of the Group’s lines of business.

For the performance fee and fees from securities lending transactions this is when based on the contractual provisions any uncertainty from the performance-related nature of the fee component has been fully removed.

Smaller Companies Investment Trust plc, Shires Income plc, Mobeus Income & Growth 4 VCT plc and Witan Pacific Investment Trust PLC.

Emission factor: Scope 1 and 3 reporting uses the UK DEFRA 2021 GHG Conversion Factors.

This fosters a culture of integrity and conduct that is based on engagement with our clients, shareholders, regulators, employees and the broader community.

With €22 billion in assets under management as at 31 December 2018 (1), Tikehau Capital firstly operates, within its Asset Management activity, comprising four business lines: Private Debt (see Section 1.4.2(a) (Private Debt activity) of this Registration Document), Real Estate (see Section 1.4.2(b) (Real Estate activity) of this Registration Document), Liquid Strategies (fixed income management/balanced and equities management) (see Section 1.4.2(c) (Liquid Strategies activity) of this Registration Document) and Private Equity (see Section 1.4.2(d) (Private Equity activity) of this Registration Document), and secondly, within its Direct Investments activity (see Section 1.4.3 (Direct Investments activity) of this Registration Document).

The dedicated T2 management fund is composed of Tikehau IM professionals and energy specialists seconded by Total.

At the end of the purchase cycle, the acquired stock is matched in a ratio of one to one up to a maximum of ten free shares, provided that the employee remains at Deutsche Bank Group for another year.

The shareholder is indirectly exposed to interest rate risk through the value of future shareholder transfers from with-profits business and charges levied on unit-linked and asset management business.

For longer durations where limited bond information is available, reasonable yield curve extrapolation methods are applied using respective actual swap rates and credit spread assumptions.

Climate impact on our investment portfolio We have conducted detailed work with analytics providers on scenario analysis to evaluate how various climate scenarios could affect the future value of our AUMA.

The Risk and Audit Committees at M&G plc and subsidiary levels collectively monitor outstanding actions and embed plans in these and other areas, and ensure sufficient resource and focus is in place to resolve such actions within a reasonable timeframe.

In case an award is modified such that its fair value immediately after modification exceeds its fair value immediately prior to modification, a re-measurement takes place and the resulting increase in fair value is recognized as additional compensation expense in the consolidated financials of the Group.

Your Board thanks him for his wise counsel, commitment and for his considerable contribution since the inception of the Company.

In addition, the Group aims to implement a platform to review ESG scores for investments by 2020, to enable it to identify ESG and climate risks and opportunities.

Financial assets increased by 7.9 million euros because the subsidiary is now included at its net asset value.

Greenhouse Gas Emissions Statement We have compiled our global greenhouse gas (GHG) emissions in accordance with the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018.

In particular, the requirements set by local regulators can vary significantly and broadly determine the design and financing of the benefit plans.

As a result we have purchased carbon off-sets which cover our business travel and estimated colleague homeworking emissions in 2021.

The Manager representatives are involved in developing ESG and Climate policies.

Microsoft, Nestlé, PepsiCo and Unilever have also joined the Business Alliance for Water and Climate (“BAFWAC”), which commits them to reducing water consumption in their respective supply chains in three ways: analysing, measuring and reducing.

Through its innovative ThermalBattery™ energy storage solutions, EnergyNest enables the transfer of industrial waste heat into electricity and the use of renewable power in industrial heat processes.

As at 31 December 2011, the calculation of debt taken into account in the ratio did not exclude accrued interest and therefore the ratio published in the 2011 Registration Document and previous financial reporting was 18.1% as at 31 December 2011.

Dr Woehrmann is the Chairman of the Supervisory Board of DWS Group entity DWS Investment GmbH.

The Directors are satisfied with the credit quality of counterparties representing balances neither past due nor impaired.