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ESGBERT 26

Tikehau Capital has also begun to accelerate its commercial development outside Europe, particularly in priority countries in Asia, Oceania and North America.

The Supervisory Board agreed for the Audit and Risk Committee to continue to monitor risks arising from a low interest rate environment.

The PAC Chair also has a regular dialogue with the Plc Chair to escalate any issues that are required.

Processes are executed by multiple Front-Office and control functions (Investment Guidelines, Risk, Legal, and Compliance) and governed by policies, procedures, and oversight bodies (committees and regional/global management boards).

They are paid by the entity that benefits from the investment at the time when the latter is made and remunerate the preparatory work done by the Asset Management company to set up the deal (auditing, structuring, search for partners, negotiation of financial and legal terms, etc.).

This risk may become more pronounced as a consequence of the impact of the COVID-19 pandemic on financial markets generally.

Paris Agreement The Paris Agreement is an agreement within the United Nations Framework Convention on climate change, dealing with greenhouse gas emissions mitigation, adaptation, and finance, agreed in 2015.

Sustainable Engagement was again positive at 75%, albeit lower than the 2020 outcome, resulting in threshold performance.

We are committed to procuring high quality off-sets externally verified by Gold Standard and Verified Carbon Standard and support the Oxford Principles for Net Zero Aligned Carbon Offsetting.

Use of external accountants To prepare the statutory accounts of some of its companies as well as its consolidated accounts, the Group uses external accounting firms, which ensures regular control, in collaboration with Tikehau Capital Advisors, of the accounting documents and the processing of transactions impacting the Group.

For our non-UK offices salary review budgets are determined on the basis of economic and market data in each location.

Clare Chapman joined the Board on 15 March 2021.

Indeed, under Regulation 575/2013/EU on prudential requirements for credit institutions and investment firms (the “CRR”), resulting from the Basel III Committee work, a retention rate of 5% of securitised assets is applied by law to the originating entities and therefore to Tikehau Capital Europe in the context of the management of its CLOs (the principle of the “retention piece”).

European assets invested abroad fell slightly due to the considerable increase in the value of the euro against other currencies in 2017.

The CEO succession planning was discussed in prior years, and the Committee had recommended that CEO responsibilities should pass from Barry Olliff to Doug Allison in 2013.

Governance Of the companies responding, 44% have appointed at least one independent member to the Supervisory Board or Board of Directors.

The performance of the Fund Investment Services business segment requires an appreciable, preferably increasing level of managed and/or advised assets over the medium term; it is measured by sustainable growth in fee income for these services and its surplus over the relevant expenses.

The Board believes that a flexible approach to share incentives, which encourages significant employee ownership, is consistent with both client expectations and shareholder objectives.

The City of London Employee Benefit Trust (the “EBT”) (Resolution 10) In accordance with the Association of British Insurers’ Principles of Remuneration, the prior approval of shareholders should be obtained before 5% or more of the Company's issued share capital is held on behalf of the EBT.

Product innovation is fundamental for us to meet the requirements of our diversified client base.

Chief among these is scenario modelling.

Achieving an improved strategic position of the portfolio companies would justify deriving a higher multiple from that.

Our climate strategy and targets Strategy Climate change, biodiversity loss and ecosystem collapse are now recognised as a global risk in terms of likelihood and impact, affecting all geographies, sectors and economies.

Persistent or repeated attempts at fraud, conflicts of interest or circumvention of existing policies and controls could have an adverse effect on the Group’s reputation and cause regulatory investigations and financial losses.

Other operating income includes 0.9 million euros from the reimbursement of consultancy expenses by the DBAG funds; in the previous year, this time had included 1.3 million euros from the reversal of provisions for performance-related emoluments.

Continuing to embed sustainability Last year, we committed to embedding sustainability across everything we do in our business, to help us deliver better long-term outcomes for our customers and clients, and stronger more resilient returns to shareholders.

The Group’s total net income (loss) from equity method investments is € 42 million in 2019 (2018: € 43 million).

In our joint capacity as an asset manager and an asset owner, we are developing our resilience by transitioning to net zero through a mix of portfolio decarbonisation, investee engagement and ESG integrated investment approaches.

The total nominal amount of the bonds with warrants and convertible bonds may not exceed a total value of € 600 million.

We have fulfilled our ethical responsibilities under, and we remain independent of the Company in accordance with, UK ethical requirements including the FRC Ethical Standard as applied to public interest entities.

Throughout 2017, 1,000,000 warrants were granted to employees in the Group.

If interviews are successful the Committee will make a recommendation to the Board covering skills, experience, time commitment and availability, diversity (ethnicity, gender and thought) and, in the case of Non-Executives, independence.

Tikehau Capital is a Director on the Board of Directors of Claranet International Limited, parent company of the Claranet group and Director on the Board of Directors of Claranet Group Limited, Claranet group’s operating company.

Pioneer in the clean energy value chain sector – Total Eren seeks to create and respond to new opportunities to deploy its fleet of power stations internationally, in countries committed to extending their generation capacity using renewables, or to energy-hungry industrial clients looking to cut the cost and environmental impact of their power supply.

ESG Short for “Environmental, Social and Governance”.

Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

In particular, we announced that we target an adjusted costincome ratio of ~70% by the end of 2019 on the assumption of flat revenues year-on-year.

As a result an analysis of the Group’s assets by contractual maturity is not considered appropriate to evaluate the nature and extent of the Group’s liquidity risk.

When referring to our investment net zero targets this includes Scopes 1, 2 and 3 carbon emissions (including investments, operations, supply chain).

The awards total £1,070,000 and will be converted into a number of shares subject to award based upon the share price following the announcement of the Group’s results for the year.

The model produces key outputs of Value at Risk and Temperature Alignment for each year of the projection period.

A shareholder may appoint more than one proxy in relation to the Annual General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder.

An insurance policy for fire or flooding mitigates the associated financial risk.

In total, 495 Group staff from 10 countries enrolled in the eleventh cycle that began in November 2019.

To this end, the authorised intermediary and account-holder notifies the Company or its representative of the transfer of ownership and provides all necessary information.

The company is benefiting from the growing proportion of electrical and electronic components in vehicles and from the trend among original equipment manufacturers (OEMs) and suppliers towards outsourcing parts of their production.

During 2021 we made changes to our offices to reflect how our colleagues will use our spaces moving forward.

In 2013, on average, approximately 18 hours of training were followed per employee.

The Board sets out its investment policies on page 34.

Management incentives are now closely aligned to returning capital to shareholders through asset sales, which we believe is key to extracting value from this company.

ESG focus Environmental and climate issues have been a focus of the Board’s agenda in 2021.

Normal market conditions apply.

Compensation expense is recorded on a straight-line basis over the period in which employees perform services to which the awards relate, or over the period of the tranches for those awards delivered in tranches.

All shares in Deutsche Beteiligungs AG are no-par value registered shares in financial year 2016/2017.

In some geographies there is limited data and incomplete historical monitoring, and so the model is enhanced using simulated events set to forecast the impact of projected climate perils.

However, based on its business activity, DBAG has the economic intention of providing finances to the co-investment vehicles in cases of investment decisions by DBAG funds for the purposes of profitably investing its capital and of aligning its interest with that of the fund investors.

In addition, the applicable regulations could hinder the development of the Group’s business, increase its operating costs or prevent it from implementing its development or reorganisation plans.

It also produces hand-moulded castings of highly sophisticated engine blocks (cylinder crankcases) for large diesel and gas engines.

Evaluates the appropriateness of accounting policies used andP the reasonableness of accounting estimates and related disclosures made by management in the consolidated financial statements.

Where hot-spots have been identified, we will undertake further analysis to evaluate asset specific exposure and climate resilience.

Risk assessments We have an Environmental Policy which is applicable to all of our offices internationally which details the requirements we have set for our own environmental footprint from the operation of our buildings, business related travel and our supply chain.

The companies are governed by French law unless otherwise stated.

We have formal processes of training and accreditation to advance and motivate our employees in order to support the continuity of our client engagement business model.

Personal accident is a cover provided by SCOR Global Life.

Here, there are no new climate policies introduced beyond those already implemented.

Aspire is providing 12-month secondments in investment and client focused distribution roles.

Our priority for 2022 is to develop an appropriate NZAOA interim carbon emission reduction target for 2030 and will continue to build on this with the addition of targets for our externally-managed portfolios.

The expected benefits from future or completed acquisitions may not materialise in the timeframe and at levels expected and could affect the financial position and earnings of Tikehau Capital, as well as its prospects.

In addition, the emergence of details of a new COVID variant, Omicron, in late November also contributed to spreads widening.

DB Group has an independent specialised valuation control group within its Finance function which governs and develops the valuation control framework and manages the valuation control processes which covers the valuation of financial instruments across all levels of the fair value hierarchy.

Since these contracts are easily renewable, the cost of renewal is minimal, and they have a long history of renewal, these agreements are not expected to have a foreseeable limit on the contract period.

Filling carbon data gaps In order to understand and manage climate risk in our investment portfolios, and guide our transition towards net zero, we need to be able to assess and monitor portfolio level carbon emissions closely.

In this context, the Group's recruitment policy aims to promote, wherever possible, applications from women, whenever there are vacancies, and particularly for investment roles.

As a result, more countries are deferring the statutory retirement age, which in turn is leading to a widening savings gap.

Unit value of the share on the allocation date: €23.74 corresponding to the share price on 29 March 2018 (€25.80) to which an 8% discount is applied to take into account the absence of dividend rights over the vesting period.

During 2021 we delivered many sessions on this topic to leaders and their teams.

The Head of Risk is responsible for the organisation of this Committee, and in particular has the role of ensuring (i) the presence and participation of its members, (ii) the quality of the valuation documents presented and the consistency of the methods used, and (iii) that decisions on valuations adopted are written up in reports.

Governance manuals have been updated in response to the Board’s Governance review.

In January 2019, one-off IPO related awards under the DWS Equity Plan - DWS Performance Share Units (PSUs) were granted to each Executive Board member in the amount of € 1,000,000 (for full-time employment).

The term ‘segment manager’ also identifies a function, not necessary a single manager with a specific title.

The Group has set out its commitments under the Paris objective to net zero carbon emissions by 2030 within their own business and 2050 across all investments portfolios in Climate change and TCFD disclosures on page 45.

We currently operate in these markets under the P-Solve and Meridian brands.

Created in 1828, Bureau Veritas is a global leader in Testing, Inspection and Certification (‘TIC’), delivering high quality services to help clients meet the growing challenges of quality, safety, environmental protection and social responsibility.

This included 862 colleagues who dedicated 7,280 hours of volunteer service in their communities.

However, climate is one of many interconnected environmental systems on Earth, which carry potentially catastrophic economic and social risks if human activity puts too much strain on them.

In 2018, the Group continued its internationalisation strategy with the opening of an office in New York in 2018 and Tokyo in 2019.

Under IAS 19: Employee Benefits and IFRIC 14: IAS 19-The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction, the Group can only recognise a surplus to the extent that it is able to access the surplus either through an unconditional right of refund or through reduced future contributions relating to ongoing service of active members.

Both legal restructurings took place as at 1 January 2013.

Although it has no legal or regulatory obligation to compensate the losses suffered by its funds, Tikehau Capital could decide on a voluntary basis to provide financial assistance to its funds suffering significant losses, particularly in order to ensure that its clients do not withdraw their assets quickly.

Further, the committee received regular reports on the impact of long-term interest rates on DWS Group and discussed related management actions with the Chief Risk Officer.

We are a leading asset manager with € 767 billion in assets under management (AuM) as at December 31, 2019.

In reaching this conclusion the Board has considered budgeted and projected results of the business including a formal five year plan for the Group with several scenarios, projected cash flow and regulatory capital requirements, and the risks that could impact on the Group’s liquidity and solvency over the next 12 months.

The audit opinion expressed above is consistent with our report to the Audit Committee.

The information reported by the Company concerning the remuneration of its corporate officers (Manager and members of the Supervisory Board) are described and justified in Section 4.3.1 (Remuneration of the Manager-General Partner) of this Registration Document.

Sustainable investment opportunities In 2021 we grew our Planet + range of sustainably-focused products to 20, with c.£5 billion in AUMA.

This improvement is related to the focus on improving investment performance, the development and launch of in demand investment strategies, and proactive steps to deliver investment propositions with more sustainable outcomes.

This includes establishing the investment objectives, strategy and benchmarks, the permitted types or categories of investments, the markets in which transactions may be undertaken, the level of permitted gearing and borrowings, the amount or proportion of the assets that may be invested in any category of investment or in any one investment, and the Company’s treasury and share buyback policies.

The Non-executive Directors Session has been put in place in 2012.

While COVID-19 restrictions have made the traditional in-person meetings difficult, we nonetheless view the AGM as a critical point of engagement with shareholders and we strive to ensure your voting support remains at the high levels we have seen in 2021.

We have also read the disclosures of climate related information in the front half of the annual report and accounts as set out on pages 44 to 57, and considered consistency with the financial statements and our audit knowledge.