Apax Global Alpha Regulatory News (APAX)

Apax Global Alpha

Annual Report & Accounts 2022

Introduction

Who we are

Apax Global Alpha Limited ("AGA", "Apax Global Alpha" or the "Company") is a closed-ended investment company that invests in a portfolio of Private Equity Funds advised by Apax Partners LLP ("Apax"). It also holds a portfolio of predominantly debt investments ("Derived Investments") which are identified as a direct result of the Private Equity investment process, insights, and expertise of Apax.

The Company has a Premium listing and is a constituent of the FTSE 250 Index (LSE: APAX).

Adjusted NAV1

€1.3bn

Invested Portfolio

Private Equity / Derived Investments

71% / 29%

our objective

Our objective is to provide shareholders with superior long-term returns through capital appreciation and regular dividends.

AGA aims to build and maintain a global portfolio of investments across four core sectors - Tech & Digital, Services, Healthcare, and Internet/Consumer, delivering sustained value across economic cycles.

Target annualised Total NAV Return

12-15%

Target Dividend Yield p.a.

5%

of NAV

HOW WE ADD VALUE

Our investment approach provides investors with access to a range of Private Equity Funds advised by Apax. Apax focuses on generating alpha through business improvement, leveraging their deep sector insights, operational expertise and digital know-how to add value to portfolio companies.

In addition, the Derived Investments portfolio provides flexible capital management for the Company, targeting superior risk-adjusted returns and generating a steady flow of income to support dividends.

Sectors covered

4

Investment advisor experience

50

years

SEE BUSINESS MODEL

See page 6

1. Adjusted NAV is an Alternative Performance Measure ("APM"). It represents NAV of €1,299.4m adjusted for the performance fee reserve at year end. As the reserve was nil in the current period, NAV and Adjusted NAV were the same. Further details can be seen on page 60.

Apax Global Alpha Limited

Apax Global Alpha Limited aims to provide shareholders with superior long-term returns through capital appreciation and regular dividends

Contents

overview \ Key highlights

AGA's Invested Portfolio as at 31 December 2022

71%

private equity

29%

DErived investments

FY 2022 HIGHLIGHTS

FY 2022 Total NAV Return1

(7.4)%

FY 2022 dividends

11.82p

Adjusted NAV2 as at 31 December 2022

€1,299m

Adjusted NAV2 per share as at 31 December 2022

€2.65 / £2.34

"Portfolio Company operating performance was not enough to fully offset weaker valuation multiples, in particular, in the Apax funds' listed holdings."

Tim Breedon CBE

Chairman

1. Total NAV Return is an APM. It means the return on the movement in the Adjusted NAV per share over the period plus any dividends. Further details can be seen on page 60

2. Adjusted NAV is an APM. NAV and Adjusted NAV of €1,299.4m were the same at 31 December 2022 as performance fee reserve was nil at year end. Further details can be seen on page 60

3. Please refer to page 25 for further details on calculations

4. Excludes 5 positions in Derived Equity valued at €23.6m

Strategic Report \ Chairman's statement

Resilient portfolio company performance in challenging market conditions

2022 saw a fundamental change in global economic conditions. The conflict in Ukraine compounded existing supply chain disruption, and triggered a sharp upward movement in energy prices. In the face of escalating inflationary pressures and tight labour markets, central banks began to raise interest rates aggressively, with the Federal Funds rate rising from 0.0-0.25% to 4.25-4.5% during the course of the year, bringing the era of "cheap money" to an abrupt end. Increased discount rates and lower projected levels of economic growth contributed to a de-rating of many previously favoured sectors in equity markets, including Technology. The lack of availability and higher cost of leverage finance also dampened Private Equity transaction activity.

RESULTS

Against this market backdrop, Total NAV Return for AGA in 2022 was (7.4)%. In Private Equity, Total NAV Return was (11.3)%, whilst Derived Investments supported overall performance with a Total Return of 1.9%. At 31 December 2022, the Company's Adjusted NAV was €1,299m and Adjusted NAV per share was €2.65 (£2.34).

In Private Equity, portfolio companies continued to deliver growth and operational improvements in 2022, reflecting the resilience of their business models. However, this was not enough to fully offset negative movements in valuation multiples. The main driver was multiple contraction in the Apax Funds' listed holdings, which contributed over three quarters of the overall downward valuation movement. 

The majority of these listed holdings are from IPOs that took place in 2020 and 2021 and which, together with subsequent secondary sales, have already returned distributions totalling 3.4x initial costs to AGA. Whilst the subsequent fall in the share prices of these companies is disappointing, they do demonstrate that the decision to monetise a large proportion of these holdings at a time of sky-high public market valuations was the correct one.

Opportunities still exist to create further value in this part of the portfolio, as shown by the sale in January 2023 of the residual holding in Duck Creek at a 57% premium to its year-end market value.

AGA's Derived Debt portfolio, which makes up 94% of Derived Investments, delivered a Total NAV Return of 2.7% in 2022. This portfolio enhances the robustness of AGA's balance sheet and supports unfunded commitments to the Apax Private Equity Funds whilst also providing an additional source of "alpha" for AGA and a steady flow of income to support dividends. The portfolio is invested across Apax's core sectors and, over the last five years, has developed a solid track-record of performance, achieving a 31.2% cumulative constant currency Total Return, versus 17.7% for the S&P/LSTA Leveraged Loan Index.

PORTFOLIO UPDATE

At 31 December 2022, AGA was 95% invested, split 71% in Private Equity and 29% in Derived Investments.

The Private Equity portfolio continues to be diversified across the four core Apax sectors: Tech & Digital (37%), Services (31%), Healthcare (12%), and Internet/Consumer (20%). Within these sectors, the focus remains on sub-sectors which have a high concentration of businesses with strong economic motors such as software, tech-enabled services, med-tech, route-based businesses, residential services, and online marketplaces. This sector-led approach provides a deep understanding of companies' specific markets, creating a flywheel effect where repeatable playbooks can be used to help a range of similar companies achieve business improvement and transformative growth.

2022 saw seven full Private Equity exits, resulting in distributions of €227.8m, to AGA. These exits were achieved at an average uplift of 15% to previously Unaffected Valuations demonstrating that, despite market conditions, buyers can still be found for high-quality assets.

LIQUIDITY, COMMITMENTS, AND FUNDING

Following earlier commitments, there were several large capital calls during 2022, mainly from Apax X. In addition to meeting these calls, our balance sheet strength allowed us to make commitments to three new Apax funds: $700m to Apax XI, $60m to the Apax Global Impact Fund, and $40m to AMI Opportunities II. The Board takes a prudent approach to liquidity and capital management with rigorous scenario modelling and stress testing being done prior to agreeing any new commitments to Apax Funds.

AGA has had a €250m revolving credit facility with Credit Suisse AG, London Branch, since November 2018 which featured an evergreen term, with a rolling minimum notice period of two years. In early 2023, the Company received formal notice from the lenders that the facility will revert to a conventional fixed-term arrangement with an expiry date of 10 January 2025. The Board and the Investment Manager remain confident that the Company's approach to balance sheet management provides comfort over existing and future planned commitments.

DIVIDEND

AGA's policy is to pay dividends representing 5% of NAV each year to its shareholders. Dividend payments are supported by income (net of expenses) from Derived Investments and a steady flow of realisations from the Private Equity portfolio. In line with the Company's policy, the Board has determined a final dividend of 5.82 pence per share, bringing the full year dividend to 11.82 pence per share. The final dividend is expected to be paid on 3 April 2023 to shareholders on the register of members on 10 March 2023. The shares will trade ex-dividend on 9 March 2023.

RESPONSIBLE INVESTING PROGRESS

In 2022, both AGA and Apax continued to progress their sustainability initiatives. This is done not only with a view to meeting enhanced reporting requirements, but also to generate value through the management of risk and the identification of return-enhancing opportunities. A major focus for Apax in the year was to further deepen its ESG involvement with portfolio companies around carbon measurement. Further details can be found on pages 12 to 15 of this report.

GOVERNANCE

During 2022, the Board commissioned an independent investor perception study in order to improve our understanding of current shareholder views. The results were discussed at our October Strategy Day. The Board was content that the current strategy and investment policy remain fit-for-purpose and initiatives were agreed to address a number of the findings in the report.

OUTLOOK

The Apax Funds have continued to identify attractive investment opportunities, generate outperformance through business improvement, and agree exits at attractive prices. Whilst no investment strategy can be totally immune to the current macroeconomic headwinds, we believe that the Apax Funds have the right investment approach for the current market conditions.

Tim Breedon CBE

Chairman

1 March 2023

Strategic Report \ AGA's Business model

How we add value

Our objective is to provide shareholders with superior long-term returns through capital appreciation and regular dividends.

Investment approach focused on business improvement

Private Equity

€871m

Private Equity Adjusted NAV as at 31 December 2022

Derived Investments

€364m

Derived Investments Adjusted NAV as at 31 December 2022

DIVIDENDS paid SINCE IPO

€378m

Dividends paid to shareholders since IPO

APAX TRACK RECORD and Experience

● 50 years of investment experience

● Over $60bn aggregate funds raised since inception

● Deep sector insights having focused on four core sectors for over 30 years - Tech & Digital, Services, Healthcare and Internet/Consumer

● 170 investment professionals across seven offices worldwide

● Dedicated Operational Excellence Practice who bring functional expertise and a focus on digital transformation to the fore

INVESTMENT APPROACH focused on business improvement

● Focus on opportunities in four key sectors where Apax has deep experience and vast networks

● Investing in good-quality companies in target sub-sectors

● Support companies in driving operational improvements

● Business improvement rewarded at exit with premium valuations

● Strong track record of responsible investing and focus on delivering sustainable returns

UNDERPINNED BY ACTIVE BALANCE SHEET MANAGEMENT

CAPITAL FLEXIBILITY

● Capital not invested in Private Equity is invested predominantly into debt instruments in the Derived Investments portfolio

● This portfolio enhances the robustness of the balance sheet and supports AGA's unfunded commitments to the Apax Private Equity Funds

● Creates a steady flow of income to support dividends and additional 'alpha' for AGA

CAPITAL APPRECIATION AND REGULAR DIVIDENds

VALUE CREATION

● Targets Total Returns between 12-15% p.a. across economic cycles

● Dividend policy set at 5% of NAV p.a.

About Apax

"We celebrated our 50th anniversary in October 2022. This milestone is an important reminder that longevity in the private equity business is predicated on strong values and governance."

Mitch Truwit

Co-CEO of Apax

OUR INVESTMENT ADVISOR - APAX

Apax is a sector-focused, global investment advisor focusing on alpha-generation through business improvement.

Sector focus

Founded 50 years ago, Apax focuses on opportunities in four key sectors - Tech & Digital, Services, Healthcare, and Internet/Consumer - helping to build future market leaders through operational expertise and digital acceleration.

Global reach

The firm has raised and advised funds with aggregate commitments of more than $60bn, and operates out of seven offices globally: London, New York, Tel Aviv, Mumbai, Shanghai, Hong Kong and Munich.

Synergistic strategies

Over time, Apax has expanded and developed synergistic strategies that enhance the capabilities of the firm as a whole. Alongside the firm's flagship Apax Global Buyout, these include Apax Digital Growth, Apax Global Impact, Apax Mid-Market Israel, and Apax Credit, which are all fully integrated within the global Apax platform. Each strategy follows a unique path but shares core principles. They all focus on target areas of expertise; they benefit from the power of the global platform, and where relevant, leverage the Operational Excellence Practice's deep operating capabilities to improve outcomes and enhance growth across the portfolio.

'Mining the Hidden Gems'

Apax's success in private equity is driven by its distinctive investment strategy - 'Mining the Hidden Gems' - which is centred on unlocking value in businesses operating in 'coveted categories'. Apax generally seeks to identify high-quality sub-sectors within the economy where its investment teams have significant experience and expertise, and where successful businesses often trade for very high multiples. Rather than targeting these readily identifiable businesses, Apax seeks to identify 'un-polished' assets or 'hidden gems' where they can visualise potential, allowing the Apax Funds generally to purchase at reduced entry valuations. Following acquisition, Apax focuses on 'value mining' to improve these businesses, combining sub-sector know-how and best practice with operational and digital expertise, including through input from the Operational Excellence Practice. Finally, Apax Funds seek to reap the rewards of the strategy by generally selling improved, or more 'polished', businesses which are intrinsically more valuable than they were at the time of acquisition.

Operational excellence

This approach is underpinned by Apax's Operational Excellence Practice, a team of 28 operating specialists with deep operational, tech and digital experience who work alongside Apax's team of 170 investment professionals to drive transformational change within the portfolio companies of Apax Funds.

Q&A with Apax's Co-CEOs Andrew Sillitoe and Mitch Truwit

"We made an important choice around a decade ago, to be led by returns rather than AUM."

Andrew Sillitoe

Co-CEO of Apax

Q Reflecting on Apax's 50-years, what are your take-aways?

M This milestone highlights that longevity in private equity is predicated on strong values and governance, and continued investment in the team. It takes focus and discipline to 'stick to your knitting' and to avoid the temptation of step function increases in fund size, accelerated investment pace, and product proliferation for scale's sake.

By employing our sub-sector playbooks methodically, dedicating teams to each strategy and expanding only into adjacencies that leverage our core private equity capabilities, we seek to deliver both exceptional investment returns and to build strong, enduring companies, including our own firm.

Q What is your perspective on current market conditions?

A It is difficult to overstate the change in the investment environment. We have moved rapidly from an era of low inflation and negative real interest rates to one of high inflation and positive rates. Inputs, like labour and energy, are no longer cheap and plentiful. Supply chains are disrupted, and globalisation is giving way to regionalisation. During the 'super cycle' of cheap money, the easiest way to earn returns was to buy the most highly rated companies and sectors and watch them become ever more highly rated. No longer is this the case.

Q How does Apax think about investing in the current environment?

M We believe our strategy is well suited to the current environment. We focus on diversification across 'coveted categories' in our four sectors where we have deep insights and expertise. Within this, the type of businesses we look for have similar characteristics in terms of strong economic motors and the ability to generate 'alpha' through transformation.

Q Can you provide examples of what you look for in new investments?

A Investing in this environment requires deeper asset insight and increased margins of safety. We are focused on three imperatives when assessing new opportunities. Firstly, the business should be able to pass on input cost inflation in a timely manner. Secondly, we need to gain confidence in an acceptable level of resilience to weakening demand. And finally, the business needs to have sufficient inherent agility to change costs and operational inputs to respond to changing demand and supply conditions.

Q What does that mean for deal activity?

M We took a more cautious approach towards investments than many during 2022.

The bar has been kept high, but we are building an exciting pipeline and are happy that new funds have been raised for the different strategies which can now be deployed. In terms of exit activity, demand remains strong for the Apax Funds' assets, with recent exits being achieved at significant uplifts.

Q What gives you comfort about where Apax is today?

A A decade ago we made an important choice to be led by returns rather than Assets Under Management ("AUM"). This has led to a disciplined growth in fund sizes and a prudent pacing of investments, and to a narrow set of product extensions that are synergistic and support the mission of generating strong returns.

The Apax investment approach is rooted in a desire to seek assets in categories of significant prior investment experience that are under-optimised, and to unlock their full potential through business transformation. We believe our approach is capable of generating traditional private equity returns throughout different economic cycles.

And finally, our organisation is built around a large, experienced team: all our equity partners have invested through the cycle, including during the global financial crisis.

Q What is your outlook for Apax in 2023?

M We're pleased with the performance of the portfolio to date, but remain vigilant to any signs of weakness. The Apax Funds portfolio companies have generally been bought at discounts vs peers and have many levers to make improvement to offset market multiple declines. Whilst our investment appetite remains cautious, we have new funds in each strategy and believe we are well positioned.

Strategic Report \ Stakeholder engagement

Stakeholder engagement

The Board is committed to promoting the long-term success of the Company whilst conducting business in a fair, ethical and transparent manner.

The Board recognises the intention of the AIC Code that matters set out in Section 172 of the Companies Act, 2006 should be considered and reported on. This requires Directors to act in good faith and in a way that is the most likely to promote the success of the Company. In doing so, Directors must take into consideration the interests of AGA's stakeholders, the impact AGA has on the community and the environment, and take a long-term view on consequences of the decisions they make, as well as aiming to maintain a reputation for high standards of business conduct and fair treatment.

"Good governance leads to better decision-making and the ability to identify and address potential risks, ultimately leading to better outcomes. It also promotes transparency and accountability."

$60m

Commitment in March 2022 to the Apax Global Impact Fund

Investors

Why they are important

Shareholder support and engagement are critical to the continued success of the business and the achievement of our objectives. We believe shareholders value the strong financial performance of the Company, prudent balance sheet management, and commitment to the highest standards of corporate governance.

A resolution to continue the life of AGA is put to shareholders every three years. Having been approved by shareholders at its Annual General Meeting ("AGM") in 2021, a similar resolution will be put to shareholders at the AGM in 2024.

· Contact details for shareholder queries can be found on page 82 and on the Company's website at:

www.apaxglobalalpha.com/contact-us

How the Board engages

The Board is committed to a culture of openness and regular dialogue with shareholders, and it seeks to take into account the needs and priorities of shareholders during all discussions and decision-making.

Throughout the year, the Board ensures that Directors are available for effective engagement, whether at the AGM, Capital Markets Day, or other investor relations events. The Chairman holds one-to-one meetings with shareholders on an ad-hoc basis and as part of an annual corporate governance roadshow. The Senior Independent Director, Susie Farnon, is available for investor meetings on request.

As part of the ongoing engagement, AGA has retained Apax to provide comprehensive investor relations services. In addition, the Company's corporate broker, Jefferies International Limited, further supports shareholder engagement. The Board receives regular reports and updates from the Apax investor relations team and the corporate broker.

Shareholder views and feedback are regularly sought and communicated to the Board to help develop a balanced understanding of their issues and concerns. During 2022, a detailed investor perception study was conducted by an independent third party. Feedback from this was considered at the Board Strategy Day and is discussed further on page 47.

Key activities during the year

AGM

The AGM presents investors with the opportunity to ask Board members questions, and to cast their votes. The 2022 AGM was conducted both in person and via a dial-in format to encourage attendance. The same format will be adopted in 2023.

Publications

The Company reports formally to shareholders four times a year, with updates on transactions and significant events presented on an ongoing basis. Shareholders may obtain up-to-date information on the Company through its website at www.apaxglobalalpha.com

Events

Apax maintains a comprehensive investor engagement programme with investors and equity analysts. This includes presentations, roadshows, attendance at conferences, and other events. The Board always welcomes feedback at these meetings.

Community & environment

Why they are important

The Board believes that investing responsibly is important in protecting and creating long-term value. The Board recognises that the incorporation of material ESG considerations can help inform the assessment of overall risk and opportunities.

AGA does not itself invest directly in Private Equity portfolio companies. However, the Board recognises the importance of portfolio companies themselves having proper policies and procedures in place regarding their employees, suppliers, customers and other stakeholders.

How the Board engages

The Board relies upon its Responsible Investment policy and the practices of the Investment Manager and Apax. The Board receives updates on Apax's ESG activities.

Apax integrates ESG considerations throughout the investment process and works closely with portfolio companies on ESG matters. There has been a substantial focus on measuring the impact on society and delivering sustainable financial returns while encouraging sustainable business practices. The Operational Excellence Practice helps deal teams identify key ESG risks and value creation opportunities whilst also delivering ESG-related value creation or risk mitigation directly to portfolio companies.

AGA's approach to ESG for Derived Investments primarily focuses on due diligence carried out before investment and in the context of Apax's broader approach to ESG.

Key activities during the year

The Board was pleased to announce a $60m commitment in March 2022 to the Apax Global Impact Fund. This Fund will build on Apax's strong ESG credentials and closely align with their sector-driven strategy, seeking out opportunities to support companies which deliver positive tangible societal and/or environmental impact whilst targeting private equity-style returns.

The Investment Manager hosted the 2022 Board Strategy Day for the Chairman and Non-Executive Directors. ESG was a key item on the agenda with a series of in-depth presentations and subsequent discussions covering guidance on evolving reporting requirements and best practice, as well as in-depth insights into the ESG activities across Apax and within the underlying portfolio companies.

Service providers

Why they are important

In addition to supporting the Company to deliver on our objectives, effective relationships with service providers help the Company achieve its investment objectives and to operate in an efficient and compliant manner.

How the Board engages

The Board maintains an ongoing dialogue with its service providers and receives regular updates from them, both formally at Board and Audit Committee meetings and informally outside the Board and Audit Committee meeting schedule.

All service providers are subject to an annual evaluation process by the Board.

Key activities during the year

Details of the responsibilities of the Investment Manager, Investment Advisor, Link Asset Services (Registrar), and Aztec Financial Services (Guernsey) Ltd (Company Secretary) can be found on page 82.

Other service providers include our corporate broker, lenders, auditors, counsel, and other advisors.

Strategic Report \ Responsible Investing

Committed to creating long‑term value and delivering sustainable returns

The Board believes that responsible investment is important in protecting and creating long-term value. The Board relies upon its Responsible Investment policy and the expertise and practices of Apax to ensure it delivers returns ethically and responsibly.

ESG considerations have been a core part of the investment process for Apax and the Apax Funds' portfolio companies for over a decade. The focus of Apax's ESG programme has been on transparency and on improving and enhancing the measuring of outcomes. Apax collects, and reports on, over 130 ESG-related metrics from the Apax Funds' portfolio companies.

Apax actively participates in industry-leading platforms and the firm's approach has been recognised by the Principles for Responsible Investment ("PRI"). Apax is a member of the BVCA Responsible Investment Advisory Group, the Thirty Percent Coalition and the Sustainable Markets Initiative Private Equity Taskforce, as well as a signatory to ILPA Diversity in Action Group, and the initiative Climat International.

RESPONSIBLE INVESTMENT HIGHLIGHTS 2022

In 2022, both AGA and Apax continued to progress their sustainability initiatives.

Apax actively engaged with portfolio companies in its most recent funds, AIX and AX, on carbon emission measurement. The goal of this engagement is to support companies in the process of calculating their carbon emissions across Scopes 1, 2 and 3, measured according to the Greenhouse Gas ("GHG") Protocol. At year end 2022, more than 60% of all majority-owned portfolio companies in both funds had completed this measurement, with the remaining companies on track to be completed before mid-year 2023.

Through this Apax driven programme, portfolio companies obtain an in-depth understanding of their most material sources of carbon emissions, which in turn is used to inform the strategies which portfolio companies will have to put in place to reduce their carbon footprint and contribute to climate action initiatives. It also establishes a process that enables portfolio companies to continue measuring their emissions in future years and prepares them for the increased reporting requirements from regulators, customers and other stakeholders such as debt providers.

As the EU regulatory framework Sustainable Finance Disclosure Regulation ("SFDR") came into force, Apax worked closely with external counsel in 2022 to ensure that it is meeting the necessary regulatory requirements for its existing funds. Influenced by the ambition to maintain its leadership role in advancing sustainability within private markets, Apax decided that its latest buyout Fund, Apax XI, will align with Article 8 and will promote a number of specific sustainability objectives.

Apax has also been continuing to refine its industry-leading ESG data platform. The platform contains Apax's full 130+ ESG indicator set and Apax has been further developing the capabilities of the platform, ensuring it provides up-to-date and relevant data to enable investors in its Funds to access information for their own analytical and reporting requirements.

Apax has participated in a number of collaborative initiatives throughout the course of the year. Most notably, the rapidly growing membership base of the initiative Climat International was hosted by the firm for their annual drinks reception in September. Apax has also been involved in the Sustainable Markets Initiative Private Equity Taskforce, as part of which Apax co-CEO Andrew Sillitoe participates in quarterly sessions on core topics regarding ESG in private equity.

AGA'S ESG POLICY

Visit: https://www.apaxglobalalpha.com/media/2371/aga-esg-policy-2022.pdf

AGA'S MODERN SLAVERY AND HUMAN TRAFFICKING STATEMENT

Visit: https://www.apax.com/uk-slavery-act/

"ESG is embedded throughout the Apax Funds' investment process."

ESG integration throughout the investment process

The approach to ESG differs across the Private Equity and the Derived Investments portfolios.

In Private Equity, ESG is embedded throughout the Apax Funds' investment process, from pre-investment due diligence, during ownership and through to exit. Supported by Apax's ESG team and Operational Excellence Practice ("OEP"), investment teams are responsible for identifying and monitoring portfolio companies' ESG footprint, for driving value and for mitigating risk relevant to particular material ESG matters.

AGA's Derived Investments portfolio consists of investments where AGA is a minority investor in the underlying companies. Therefore, there is less scope to influence ESG matters post-investment than in the Private Equity portfolio, and the approach to ESG for Derived Investments primarily focuses on due diligence carried out before an investment is made.

due diligence

· ESG due diligence carried out for each new private equity investment made by the Apax Funds.

· Apax's Sustainability Committee reviews the findings of the ESG due diligence process, and these are incorporated into the final Investment Committee documentation prior to each new commitment.

· The objective is to create a high degree of awareness upfront with regard to potential ESG issues and opportunities which can contribute to value creation at a very early stage.

active ownership

· Apax's ESG team works with the investment teams to monitor the integration of ESG management within the Funds' portfolio companies.

· Apax collects over 130 ESG KPIs from the Funds' majority owned portfolio companies annually, thereby instilling a discipline across the Funds' portfolio to measure and monitor non-financial indicators relevant to their businesses. These are reported in Apax's publicly available Sustainability Report.

· The key goal of the data collection is to develop a better understanding of the materiality of certain ESG KPIs to the overall operations of a portfolio company and to support ESG improvements.

exit

· Throughout the Apax Funds' ownership, Apax is able to capture the ESG footprint of the Funds' portfolio companies and establish areas where the Apax investment teams, together with the OEP, can drive improvements and create value ahead of exit.

measuring and monitoring

The Apax ESG indicators show how the Apax Funds' portfolio companies address the UN's SDGs

Select example KPIs from Apax's comprehensive monitoring programme are set out below:

environment

· Electricity and fuel consumption

· Renewable energy

· Business travel

· Carbon emissions

· Paper and recycled paper usage

· Waste management

· Water usage and reduction

social

· Workforce composition

· Employee satisfaction

· Employee development

· Inclusion and diversity

· Workplace harassment

· Employee engagement

· Health and safety

· Community contributions

governance

· Board composition

· Corporate governance

· Risk management

· Compliance

· Anti-corruption practices

· Whistleblowing

· Information risk management

Spotlight on sustainability

OUTLOOK AND FOCUS AREAS 2023

Responsible Investing continues to be an area of focus for the Board and the Investment Manager. Apax remains engaged in progressing important initiatives, particularly around climate, and diversity and inclusion.

Outlook for 2023

Looking to the year ahead, Apax will continue engaging with Fund portfolio companies to ensure that the remaining companies in AIX and AX undergo carbon emission measurement, and that this also takes place for companies which will enter the portfolio in the future. To further support this process, Apax has a selection of carbon offset providers which portfolio companies can utilise as part of their decarbonisation strategies.

One of the main focuses for the year will be on new regulatory requirements. 2023 is set to be a transitioning year, where much of the alternative assets community, including Apax, will have to report under EU SFDR for the first time. This will be a key focus as Apax strives to ensure that it meets its own requirements and importantly can also provide limited partners in the Funds with the data they need for their own reporting. In anticipation of the increasing data needs of stakeholders, the team at Apax has carefully reviewed its comprehensive ESG data platform to ensure that it is optimised for upcoming regulations.

In part driven by the Corporate Sustainability Reporting Directive (''CSRD'') regulation, the Apax portfolio is also facing increasing ESG-related regulations. Apax will be engaging with the companies which have already set targets, whilst also supporting those which are beginning to define their own sustainability strategies. This includes facilitating best practice sharing, which will enable those which have already developed a sustainability strategy to share their advice and experience on building out their own sustainability processes. Apax is anticipating a busy year ahead and is confident that it is in a position to support the portfolio so that companies can be well-prepared to meet these evolving requirements.

APAX'S SUSTAINABILITY REPORT

Visit: https://www.apax.com/create/responsibility/sustainability/

APAX's MODERN SLAVERY STATEMENT

Visit: https://www.apax.com/media/2534/modern-slavery-and-human-trafficking-statement-2021.pdf

"Apax has focused on embedding strong ESG practices within the firm and the Apax Funds' portfolio companies for well over a decade."

Seth Brody

Partner and Global Head of Apax's Operational Excellence Practice

Case study

Toi Toi & Dixi

Tackling sustainability through innovation in route-based business models.

Sub-sector: Route-based businesses

Year of investment: 2019

Fund: Apax IX

Status: Current

Overview

In 2019, the Apax Funds acquired Toi Toi & Dixi (or "Toi Toi", previously the ADCO Group), the European leader in route-based sanitation services for portable toilets and sanitary equipment. The company covers the entire value chain from production, rental, cleaning, and waste-disposal, servicing everything from public events and construction sites to parks and swimming venues.

The benefit of a repeatable playbook

The Apax Funds have a long and successful track record of partnering with route-based businesses. Through repeat investments in the same sub-sector, the Services team has developed a 'playbook' of value creation initiatives to enhance the profitability of these businesses.

Toi Toi is an example of a route-based business. These business models are predicated on physically visiting one customer after another to deliver a product or service, typically via vans driving a route from a warehouse or depot. While the costs of each route are mostly fixed, revenue, and therefore profit, per route can be maximised through increasing the number of customers visited as well as cross-sell and up-sell, and pricing initiatives.

Tackling the sustainability challenge

The majority of Toi Toi's CO2 emissions, like many density-driven businesses, come from its extensive vehicle service fleet. In fact, with approximately 77 million kilometres covered per year the company's service fleet accounts for 37.4% of its CO2 footprint. The company is committed to progressively minimising these emissions and, for more than 20 years, it has been working on route optimisation for its service vehicle journeys, which has significantly helped reduce the average distance between stops.

Toi Toi is also currently reviewing the electrification of its entire fleet. However, it has very specific needs for electric vehicles, and can't use a ready plug and play solution. Therefore, Toi Toi is developing its own prototype within its fleet development department. This approach is indicative of the company's innovative approach to tackling sustainability challenges head-on, often using in-house resources to find solutions to industry-wide and company-specific issues more quickly. Through its R&D work, Toi Toi has implemented innovative solutions across the spectrum from water disposal to tackling carbon emissions, and it secured ten patents in 2021 alone.

strategic report \ Investment Manager's report

Market review

Overview AND outlook

Global growth slowed sharply through 2022, reflecting significant factors, including a diminished post-Covid-19 reopening boost, fiscal and monetary tightening, the cost-of-living crisis, and the Russia-Ukraine war. With inflation forecast to remain elevated in the near term and the ongoing uncertainty around the geopolitical environment, we expect market volatility to continue into 2023.

The economic outlook is still highly uncertain, with a high chance of outcomes differing by geography. The consensus is for developed markets to fall into a mild recession or very low growth in 2023, but some economists are more pessimistic about the outlook. Energy market dynamics are expected to be just as challenging for Europe in 2023 as they were in 2022. Energy prices combined with higher interest rates pose a risk to industrial production and consumer disposable income. Whilst the US is more insulated from the energy crisis, growth is expected to slow as inflation and higher interest rates weigh on demand for goods and services. Asia should benefit from China reopening post the zero-Covid policy and India continues with robust growth.

Forecasts for GDP have softened, and developed markets are expected to grow by 0.5% in 2023 and 1.6% in 2024.

What this means

AGA's portfolio is diversified by sector, investment style, and vintage. The Apax Funds' strategy of buying and transforming companies in sub-sectors with strong economic motors is well-suited to the current environment as it is less reliant on cyclical growth, high leverage and financial engineering.

The Apax Funds' demonstrated ability to buy companies at a discount to comparable companies and close the gap on exit by transforming businesses provides a margin of safety if valuations continue to fall significantly, although activity is likely to remain more subdued compared with recent years.

equity MARKETS

Unsurprisingly, 2022 saw significant volatility across equity markets. The S&P 500 declined by 19.4% over the course of 2022 - its worst year since 2008 when the index dropped by 38.5%. The Europe STOXX 600 fell by 12.9%, while the FTSE 100 was more resilient, recording a modest gain of 0.9%.

A combination of global factors led to a broad-based sell-off in equity markets which persisted throughout the year and has left some stocks with solid earnings potential trading at low valuations, albeit many valuations are still elevated by long-term historical standards.

What this means

Weaker share prices have had an impact on AGA's listed holdings, which are primarily the residual look-through holdings in previously IPO'd Private Equity portfolio companies which represented 10% of Adjusted NAV at 31 December 2022. Listed investments are valued at the closing share price at period end. Current market conditions therefore introduce more volatility into the Net Asset Value of the portfolio.

Apax will seek to maximise the value of the Apax Funds' public company positions, potentially by looking at strategic options. As an example, the sale of Duck Creek in which the Apax Funds held a c.20% stake, was announced in January 2023 at a c.57% premium to the unaffected share price at 30 December 2022.

Lower public market valuations also provide an opportunity for potential public to private deals which we expect to be a theme in 2023.

CREDIT MARKETS

Inflation led to a rise in short and long-term government bond yields in 2022.

These interest rate movements impacted both high yield and loan markets: high yield instruments (which are mostly fixed rate) traded off first, and spreads for loans (which are mostly floating rate) widened materially. Loan markets are currently pricing in a likely increase in the default rate. In addition, loan markets have arguably dislocated with liquidity (measured in loan outflows) reducing in H2 2022, placing further pressure on loan prices.

Whilst spreads have slightly tightened in Q4 2022, we expect market volatility to continue into 2023.

What this means

The majority of positions within AGA's Derived Debt portfolio are floating rate, and thus the income generated by the portfolio benefits from rising rates. Furthermore, the portfolio primarily consists of lower-risk first and second lien loans, providing a margin of safety to potential issuers' declining credit quality. The recent spread widening provides attractive entry points for new Derived Debt transactions.

The Private Equity portfolio is relatively lowly levered and has long-dated maturities meaning it is more insulated from short-term movements in credit markets.

INTEREST RATES

Rate increases were a regular feature in 2022 as central banks tried to cool down inflation. The Fed increased interest rates seven times in 2022, including four consecutive 0.75% increases. The last time the Fed hiked rates by 0.75% was in 1994. The European Central Bank (''ECB'') raised interest rates four times, the first increases it had made since 2011.

We expect central banks to maintain their restrictive policy stance until there is sufficient evidence that core inflation is on a sustained downward path to 2%. As at January 2023 the Fed Funds Rate was 4.5% to 4.75%, with policymakers projecting interest rates peaking between 5% and 6%. The ECB's deposit facility rate now stands at 2.5% with two more increases expected in the first half of 2023. Rate cuts by the Fed or ECB are not expected until 2024, and market expectations of rate cuts could prove to be premature meaning higher rates for longer.

What this means

Higher interest rates will increase the cost of debt within the Apax Funds portfolio companies, however, much of the portfolio debt is either rate hedged or is fixed rate, limiting the impact of interest rate rises in the short term. Apax is closely monitoring the capital structures in the portfolio to minimise the impact, and portfolio companies are taking early action where necessary. At the portfolio level, the capital structures of the Apax Funds are well-positioned with long-dated maturities and reasonably low leverage when compared to the industry average.

Although AGA's revolving credit facility is floating rate, exposing it to interest rate increases, the potential impact is limited as it is not used for structural leverage and was undrawn at year end.

INFLATION

Inflation reached a 40-year high in 2022 and has proven more persistent than was initially expected. Consumer confidence is weak, but labour markets remain tight, putting upward pressure on wage growth.

Inflationary pressures have also widened; prices for many goods and services increased sharply alongside food and energy prices. The US Core PCE Index, which measures inflation excluding food and energy, grew by 4.4% year-on-year in 2022.

There are indications that headline inflation may have peaked. The US Core PCE Index fell to a four-month low in November, and Eurozone inflation dropped for the second consecutive month in December. Eurozone headline inflation was down to 9.2% year-on-year in December, with energy prices declining largely due to a warmer winter. That said, prices of goods and services are expected to remain above the longstanding 2% central bank targets for the foreseeable future.

Inflation should moderate as the economy slows, labour markets cool down, and supply chain pressures ease. S&P Global Market Intelligence forecasts US inflation at 3.9% in 2023, while in the Eurozone, it projects inflation at 5.1% in 2023.

What this means

Most of the portfolio companies have strong market positions and correspondingly have pricing power to pass on higher costs to customers, thereby minimising the impact on the bottom line. In addition, the Apax Funds' portfolio is relatively less exposed to businesses with higher energy costs and with more blue collar labour where we have seen the highest inflation. However, for a limited number of portfolio companies (e.g. healthcare services) there are timing delays between increased input costs and price adjustments due to the nature of their businesses and structure of contracts which has led to a decline in margins. More broadly going forward, inflation could also have an impact on demand as buyers purchase less.

Apax works closely with portfolio companies to monitor and manage the impact of inflation on earnings.

PRIVATE EQUITY MARKETS

The private equity market slowed down in H2 2022 in part due to inflationary pressures, higher cost of debt, and geopolitical turmoil. Sponsors have become increasingly cautious, and credit providers have scaled back their lending and increased the cost for leveraged buyout deals.

These disruptions created a challenging exit environment for existing portfolio companies and made it more difficult for managers to deploy capital. However, we expect sponsors to continue to pursue high-quality assets even in a demanding environment.

Private market valuations have proven more stable than public markets so far. We believe private equity valuations are more resilient than public market valuations, as private equity investors have significant amounts of capital at their disposal and are generally under less pressure to sell, given the long-term nature of the industry. In addition, private equity can maximise exit optionality, finding the right buyer for an asset at the right time. This makes it possible to achieve premium exits even in difficult markets as evidenced by the sales in 2022 of MyCase, an Apax X investment, for a 49% premium to March 2022 Unaffected Valuations and the sale of Boasso for a 33% premium to June 2022 Unaffected Valuations.

With private markets tending to lag public markets when the cycle turns, we expect private markets to adjust as they have in the past. Private equity activity should pick up once there is less uncertainty about valuations and macroeconomic conditions have stabilised. Private equity has previously demonstrated outperformance following periods of heightened volatility.

PRIVATE EQUITY TRANSACTION VOLUMES

TOTAL US PRIVATE EQUITY TRANSACTION VALUE ($BN)

Source: LCD

TOTAL US PRIVATE EQUITY TRANSACTION VOLUME (TRANSACTION COUNT)

Source: LCD

What this means

The Apax Funds have continued to identify attractive investment opportunities. A benefit of the declining equity markets is that valuations for new private equity deals may become more favourable, albeit with some lag compared to the decline in public markets.

While there is therefore still scope for exit activity, the pace of realisations will likely reduce when compared to recent years. However, given the high-quality nature and vintage diversification of the Private Equity portfolio, we expect there to be continued demand for portfolio companies of the Apax Funds, even in a more challenging environment.

Due to the impact of volatility on the market appetite for new IPOs, this exit route is less relevant in the current environment.

The Apax Funds' demonstrated an ability to buy companies in sub-sectors with strong economic motors at a discount to comparable companies, and close the gap on exit by transforming business performance, providing a margin of safety if valuation levels continue to deteriorate.

APAX GLOBAL ALPHA

Performance review

Total NAV Return

(7.4)%

Adjusted NAV

€1,299m

Adjusted NAV per share

€2.65/£2.34

1. Includes proceeds received from pre-IPO funding rounds, dividends, primary and secondary offerings of shares in companies to 31 December 2022, from companies that listed in 2020 and 2021

TOTAL NAV RETURN CONTRIBUTIONS (%)

2. Performance fee adjustment accounting for the movement in the performance fee reserve at 31 December 2022

3. Total NAV Return means the movement in the Adjusted NAV per share over the period plus any dividends paid

ADJUSTED NAV DEVELOPMENT (€M)

4. Performance fee adjustment accounting for the movement in the performance fee reserve at 31 December 2022

PERFORMANCE HIGHLIGHTS

As highlighted in our market review, we have witnessed a fundamental change in the macro and investment environment during 2022. Against this challenging backdrop, the Total NAV Return for AGA in 2022 was (7.4)% ((10.7)% constant currency). Total NAV Return in Private Equity was (11.3)% ((14.8)% constant currency), with Derived Investments supporting overall performance with a Total Return of 1.9% ((2.2)% constant currency). The largest driver of Total NAV Return was weaker valuation multiples, in particular, for the Apax Funds' listed holdings. This was partially offset by continued good operating performance across the portfolio companies. We believe the Apax Funds' focus on driving alpha through operational improvements, coupled with a deep sector focus and our prudent management of the balance sheet, helped AGA navigate a challenging year and positions the Company well as we go into 2023.

Earnings growth remains a key driver of value creation, helping offset negative movements in valuation multiples in particular from the listed holdings

Operationally, the Private Equity portfolio performed well in 2022 with average EBITDA growth across the portfolio of 18.5%. However, this was not enough to fully offset negative movements in valuation multiples. The main driver was multiple contraction for the Apax Funds' listed holdings which contributed c. 80% to the (29.8)% multiple contraction.

The majority of these listed holdings are from IPOs that took advantage of attractive valuations achievable in public markets in 2020 and 2021 and, together with subsequent secondary sales, have already returned distributions totalling 3.4x initial costs¹ to AGA.

1. Includes proceeds received from pre-IPO funding rounds, dividends, primary and secondary offerings of shares in companies to 31 December 2022, from companies that listed in 2020 and 2021

Continued exit activity at attractive uplifts to Unaffected Valuations

Despite the uncertain macro-environment, the Apax Funds continued to successfully exit businesses during 2022, achieving an average uplift of 15% across seven full exits. AGA received a total of €227.8m in distributions in 2022.

Post period end, AGA announced the public to private exit from Duck Creek Technologies, which delivered an uplift of 57% to Unaffected Valuation based on share price at 30 December 2022.

Derived Debt cushioned returns and supported new commitments made to Apax Private Equity Funds

Derived Debt, where AGA deploys capital not invested in Private Equity, delivered a Total Return of 2.7% in the period. This portfolio enhances the robustness of AGA's balance sheet and supports unfunded commitments to the Apax Private Equity Funds whilst also providing an additional source of alpha for AGA and a steady flow of income to support dividends.

PORTFOLIO HIGHLIGHTS

Following additional calls to fund investments previously made in Private Equity, AGA was 95% invested at 31 December 2022. AGA's Invested Portfolio consisted of €871.0m in Private Equity (71%) and €364.2m in Derived Investments (29%).

We have continued to follow our approach of increasing commitments to Private Equity, whilst reducing the exposure to Derived Equity in parallel. As a consequence, our Derived Investment portfolio now predominantly consists of Derived Debt (94% of Derived Investments). The Private Equity portfolio remains well-diversified by sector, investment vintage, and geography.

Valuation methodology

In Private Equity, the Apax Funds predominantly use a comparable-based valuation methodology, preferring the transparency that comes with this approach as opposed to alternatives such as Discounted Cash Flows or long-term trading multiples. Fair value of the Apax Funds' private investments is largely determined using public trading comparatives and/or transaction comparables as appropriate. Public stock, largely being positions in previously IPO'd portfolio companies, is valued at the closing share price of the portfolio company as at 30 December 2022.

Equity values are calculated based on a relevant earnings metric multiplied by applicable valuation multiples, and after taking into account portfolio company debt (average at 31 December 2022: 4.8x).

Equity values are also net of NAV facilities used in some of the underlying holding structures. These have been put in place primarily for Apax IX and Apax X, and both to replace more volatile margin loan structures and to generally optimise cashflows to investors and rebalance risk. At 31 December 2022, the total of these facilities on a look-through basis were c.7% of Adjusted NAV.

In the Derived Investments portfolio, Derived Debt positions are valued with reference to observable broker quotes where available and models using market inputs. Derived Equity positions are valued based on share prices or using comparable multiples.

COMMITMENTS AND FUNDING

As at 31 December 2022, AGA was a limited partner in 11 Apax Funds, providing exposure to 79 underlying portfolio companies.

Following previous commitments and the related anticipated capital calls, a significant proportion of AGA's cash holdings from earlier in the year have been deployed into the Private Equity portfolio during the second half of 2022. This has moved the Company to being more fully invested at 95% (FY21: 90%).

During 2022, AGA made commitments to three new funds: $700m (split 70:30 between the US Dollar and Euro tranches) to the new global buyout fund Apax XI, $60m to the Apax Global Impact Fund, and $40m to the AMI Opportunities Fund II.

Outstanding commitments to the Apax Funds (together with recallable distributions) amounted to €1.0bn at 31 December 2022. These include the new commitments referred to above. As most of the Apax Funds operate capital call facilities to bridge capital calls from its investors for periods of up to 12 months, AGA has significant visibility on future calls resulting from these commitments, facilitating the Company's liquidity planning.

At the period end, AGA had net current assets inclusive of cash of €64.2m and its revolving credit facility of €250m was undrawn. As previously announced, AGA has received notice that the facility has reverted to a conventional fixed-term arrangement with an expiry date of 10 January 2025.

During 2022, the average management fee paid to the Apax Funds and AGML was 1.5% of AGA's NAV. There is no layering of fees through the AGA structure; where the Apax Funds are subject to management fee payments, there is no additional fee charged to the Company.

AGA Assets and Commitments (€m)

as at 31 December 2022

1. NCA: Net current assets (inclusive of cash and excluding financial liabilities at FVTPL)

APAX GLOBAL ALPHA

Portfolio overview

Invested portfolio split by sector

40%

28%

17%

15%

PORTFOLIO OVERVIEW AT 31 DECEMBER 2022

Portfolio by geography

PORTFOLIO BY CURRENCY

Private Equity is well-diversified by sector, fund vintage, and geography

The Private Equity portfolio is well-diversified across the four core Apax sectors, with a focus on seven main sub-sectors that display attractive characteristics or compelling investment themes.

In addition, the portfolio shows a good diversification across investment vintages. Of the 79 portfolio companies, 11 were invested before 2017, 30 were acquired in the 2017-2019 period, and 38 investments are from 2020 and later. This implies that companies across the portfolio are at different stages of their investment cycle.

For example, some companies are in the early stages of their transformation journey, with the focus being on the 100-day planning and putting in place value creation initiatives. Meanwhile, others are in the midst of their transformation process, executing on operational improvements and other organic and inorganic value creation initiatives. And lastly, there are a number of companies where the initial investment thesis has been achieved and the focus has turned to identifying and executing the most attractive route to exit.

For further details on Private Equity, see the "Private Equity Portfolio Review".

Derived Investments is a diversified portfolio of investments that generates income and provides an additional source of alpha for AGA, leveraging Apax's sector know-how

Derived Investments, which are predominantly investments in Derived Debt, target the same sectors as the Private Equity funds and leverage the deep sector know-how of the Apax investment teams. The Derived Debt portfolio consists of 24 positions. Derived Debt instruments are almost exclusively floating rate instruments, which largely insulates the portfolio from duration risk, and AGA benefitted from rising base rates during the year.

For further details on Derived Investments, see the "Derived Investments Portfolio Review".

PRIVATE EQUITY

Fund lifecycle

INVESTMENT PHASE

41%

MATURITY PHASE

46%

HARVESTING PHASE

13%

1. Represents distributions received by AGA since 15 June 15

2. Fund has yet to hold its final close

private equity

Portfolio review

Investment strategy focused on business improvement.

Portfolio highlights

Private Equity Total Return

(11.3)%

% of Invested Portfolio

71%

PORTFOLIO COMPANY

LTM EBITDA growth

18.5%

LTM revenue growth

21.5%

No. of portfolio companies

79

AGA FY 2022 PRIVATE EQUITY PERFORMANCE

1. Represents movement in all instruments senior to equity

2. Movement in the valuation multiples captures movement in the comparable companies' valuation multiples. In accordance with International Private Equity and Venture Capital Valuation ("IPEV") guidelines, the Apax Funds use a multiple-based approach where an appropriate valuation multiple (based on both public and private market valuation comparators) is applied to maintainable earnings, which is often but not necessarily represented by EBITDA to calculate Enterprise Value

3. Mainly dilutions from the management incentive plan as a result of growth in the portfolio's value

4. Performance fee adjustment accounting for the movement in the performance fee reserve at 31 December 2022

Overall, performance was resilient in the face of challenging markets.

PRIVATE EQUITY PERFORMANCE

The Private Equity portfolio, which represented 71% of AGA's Invested Portfolio at 31 December 2022, delivered a Total Return of (11.3)% in the year. As illustrated in the chart, operationally, the portfolio performed well in 2022 and Apax's focus on business improvement helped drive EBITDA growth across the portfolio companies throughout the year. However, it was not enough to offset the overall effect of multiple contraction, primarily in the Apax Funds' listed holdings.

At 31 December 2022, listed companies represented 14% of AGA's Private Equity portfolio, down from 25% at the end of 2021, reflecting the decline in fair market values. The majority of these IPOs took advantage of attractive valuations achievable in public markets in 2020 and 2021 and, together with subsequent secondary sales, have already returned 3.4x initial costs¹ to AGA.

1. Includes proceeds received from pre-IPO funding rounds, dividends, primary and secondary offerings of shares in companies to 31 December 2022, from companies that listed in 2020 and 2021

PORTFOLIO COMPANY PERFORMANCE

The Private Equity portfolio continues to perform well operationally. On average, revenue grew by 21.5% over the last twelve months, and EBITDA grew by 18.5%.

Capital structures are well-positioned with long-dated maturities and reasonably low leverage. Approximately two thirds of portfolio debt is rate hedged or fixed rate, limiting the impact of interest rate rises in the short term. More than 78% of portfolio company debt matures in 2027/2028 or later.

Some of the Private Equity portfolio companies also have portable capital structures that make the companies more appealing to buyers. As the Apax Funds' investment strategy relies less on financial leverage to drive returns, average net debt/EBITDA levels across the Private Equity portfolio companies remained moderate at 4.8x.

SECTOR UPDATE

The Private Equity portfolio is well-diversified across the four core Apax sectors, with 37% in Tech & Digital, 31% in Services, 12% in Healthcare, and 20% in Internet/Consumer. Performance in 2022 differed by sub-sector and, sometimes, even within the same sub-sector.

In Software, there was some weakness in new bookings as 2022 progressed, however retention rates remain high overall due to the sticky nature of the products provided. While there has been a decline in valuation multiples of the public portfolio, private valuations remain robust - a fact reinforced by the successful sale of legal software company MyCase to AffiniPay, at a significant uplift of 49% to its previous fair market value. In tech-enabled services, good growth continued, despite some evidence of increased delays in projects. In telecoms, underlying performance has also been strong and valuations are stable given the defensive nature of this sub-sector.

In Services, the core sub-sectors are: route-based businesses, outsourced sales and marketing, and residential services. Companies in these sub-sectors saw strong earnings performance and demonstrated their resilience in a downturn given the largely non-discretionary nature of the services. Due to the strength of their business models, the Apax Funds' portfolio companies were also largely able to pass on cost inflation.

In Healthcare, across medical technology, healthcare services, and pharma, underlying demand tends to be less cyclical, and the Private Equity portfolio is proving highly resilient, despite some inflationary pressures. The medical technology portfolio companies continue to grow, benefitting from strong demand although the focus remains on lingering supply chain issues which create a more complex operating environment. In healthcare services, despite increasing labour costs, portfolio companies are still seeing strong demand for services.

Portfolio companies in online marketplaces continued to experience strong performance in 2022. These companies are generally resilient given their market leadership positions, despite some exposure to the cycle. In consumer packaged goods, portfolio companies continue to see increasing distribution for their premium, branded consumables, and have so far largely been insulated from the slow-down with all existing investments delivering significant year-on-year growth.

PORTFOLIO YEAR-OVER-YEAR LTM REVENUE GROWTH1:

December 2022: 21.5% vs December 2021: 20.2%

PORTFOLIO YEAR-OVER-YEAR LTM EBITDA GROWTH1:

December 2022: 18.5% vs December 2021: 35.3%

NET DEBT/EBITDA MULTIPLE1:

December 2022: 4.8X vs December 2021: 4.2X

ENTERPRISE VALUE/EBITDA VALUATION MULTIPLE1:

December 2022: 17.2X vs December 2021: 23.2X

1. Gross Asset Value weighted average of the respective metrics across the portfolio. Investments can be excluded for reasons such as: investments in the financial services sector; companies with negative EBITDA (or moving from negative to positive EBITDA in the case of growth metrics); investments that are written off and companies where EBITDA is not meaningful for company specific reasons

HIGHLIGHTS

Total new investment1

€132.8m

Distribution from Apax funds

€227.8m

Average uplift on exits

15.1%

Average Gross MOIC

on FY2022 exits

3.1x

NAV performance

Whilst continued good operating performance across the portfolio saw earnings growth contribute 22.9% to the Private Equity Total Return, it was not sufficient to fully offset the negative movements in valuation multiples. At 31 December 2022 Private Equity Adjusted NAV was €871.0m, compared to €1,012.9m in 2021, with c.80% of the multiple contraction due to negative valuation movements in the Apax Funds' listed holdings.

At the portfolio company level, the strongest valuation gains were from Toi Toi & Dixi (€19.5m), Assured Partners (€11.6m), and AffiniPay (MyCase) (€11.3m).

The largest valuation declines came from the Apax Funds' listed holdings which were previously IPO'd, with Thoughtworks declining the most at €92.4m. These are companies where substantial value has already been extracted at IPO and subsequent secondary sales, and where the Apax Funds have remained a shareholder. As these companies are valued using the closing share price at year end, valuations for these companies are more susceptible to equity market volatility.

Post year end, the public to private exit from Duck Creek Technologies, put a spotlight on the value differential achievable for high-quality companies in the private markets versus their trading levels in public markets. The exit delivered an uplift of 57% to Unaffected Valuations based on share price at 30 December 2022.

TRANSACTION Activity

Despite a more challenging market backdrop, AGA invested €132.8m¹ on a look-through basis in ten new investments in 2022.

Demand for high-quality assets that have completed their transformation journeys under the Apax Funds' ownership saw seven full exits from the Private Equity portfolio during the year, resulting in total distributions of €227.8m to AGA during the period. In 2022, full exits were achieved at an average uplift2 to previous Unaffected Valuations3 of 15%.

All full Private Equity exits were to corporate or financial buyers. Additionally there were three minor partial exits through sell downs of publicly held shares.

1. AGA's investment cost on a look-through basis

2. Uplift represents proceeds received (translated at FX rates received) or proceeds expected to be received for deals yet to sign (at period end FX rates) compared to their last Unaffected Valuation3 at AGA level. For deals that were partially realised or IPO'd it includes proceeds received and the latest remaining fair value at 31 December 2022. For investments where there were subsequent partial realisations since December 2021, uplift was calculated by taking proceeds received in FY 2022 plus remaining fair value at 31 December 2022 compared to fair value at 31 December 2021

3. Unaffected Valuation is determined as the fair value in the last quarter before exit, when valuation is not affected by the exit process (i.e. because an exit was signed, or an exit was sufficiently close to being signed that the Apax Funds incorporated the expected exit multiple into the quarter end valuation)

PRIVATE EQUITY ADJUSTED NAV DEVELOPMENT (€M)

1. Performance fee adjustment accounting for the movement in the performance fee reserve at 31 December 2022

2. Includes AGA's exposure to carried interest holdings in AEVII and AEVI which were respectively valued at €15.6m and €1.5m at 31 December 2022

1. Represents AGA's look-through cost to investments acquired by the Apax Funds during FY 2022. Excluded from the amounts disclosed in the table above is €14.5m which mainly relates to AGI's purchase of Bonterra and Eating Recovery Center earlier in 2022, in addition to some follow-ons

2. Represents Gross IRR and Gross MOIC on full and partial exits calculated based on the concurrent aggregate expected cash flows and remaining fair value in euro across all funds signed, or an exit was sufficiently close to being signed that the Apax Funds incorporated the expected exit multiple into the quarter end valuation. For some portfolio companies, these represent returns calculated based on individual fund sleeves, e.g. AIX EUR

Case studies

The flywheel effect is best illustrated through case studies where the benefit of Apax's sector focus, "Mining the Hidden Gems" strategy, and repeatable playbook, result in substantial value creation.

tech & Digital

Name: Lever

Year of investment: 2021

Fund: Apax Digital Fund

Status: Realised

Date of exit: August 2022

Exit with strong uplift

Lever is a leading talent acquisition software provider that makes it easy for companies to connect with top talent. One of the only platforms to provide talent acquisition leaders with complete applicant tracking systems and candidate relationship capabilities on a single native platform, the company serves more than 5,000 clients globally.

Leveraging Apax's expertise in human capital technology and enterprise software, experience in scaling global software companies and Apax's Operational Excellence Practice ("OEP"), Apax identified the opportunity to back a leading innovative player in a growing market. The Apax Digital Fund ("ADF") solely led Lever's $50m Series D funding round in November 2021. In July 2022, ADF and the Board agreed to sell Lever to human capital management software business Employ (parent company of Jobvite, JazzHR, and NXTThing).

Value Creation

• Strategic operational development to accelerate Lever's growth trajectory, including lead generation and go-to-market optimisation, R&D and product improvement.

• Enhancement of senior management through support with recruitment of Head of Demand Generation, Head of Product and CFO role, as well as introduction of a new board member.

• Re-acceleration of growth coming out of Covid-19, with strong performance year-on-year in FY 2022.

Gross MOIC¹

1.4x

Gross IRR¹

55%

Services

Sub-sector: Residential services

Year of investment: 2021

Fund: Apax X

Status: Current

Diving deeper into an attractive Services sub-sector

The residential services sub-sector encompasses a range of businesses addressing home repair and maintenance needs, ranging from utility line protection to tree care and beyond.

The space is attractive due to its highly fragmented nature, dominated by unsophisticated, hyper-local "mom-and-pop" providers.

This allows Apax to utilise its distinctive playbook to unlock and accelerate growth. At the heart of this transformation is a focus on digital acceleration and building scale.

THE PLAYBOOK IN ACTION - SAVATREE

The Apax Fund X acquired SavATree, a leading US arboriculture services provider in 2021.

Arboriculture services is a classic example of the residential services sector, being fragmented and under-penetrated, making it ripe for consolidation, with significant growth potential in the near-term.

The investment thesis was to back a high-quality business which was ideally positioned to execute on a "good-to-great" transformation.

Since initial investment, the transformation has helped to deliver robust performance, even in a challenging environment, focused on:

• Organic growth acceleration and digitalisation by leveraging Apax's Operational Excellence Practice's digital playbook, with a focus on digital marketing and search engine optimisation, to fuel growth and capture market share.

• Margin improvement through unlocking cross-sell opportunities and optimising route density and pricing strategy.

• Expanding the internal M&A team, positioning SavATree as a platform for sector consolidation.

Equity invested in sub-sector²

$2.5bn

(4 deals)

1. Represents Gross IRR and Gross MOIC calculated based on the expected cash flows and remaining fair value if applicable. For Lever, these represent returns calculated based on USD cash flows

2. This represents total equity invested by the Apax Funds across four investments in this sub-sector

Healthcare

Name: Kepro

Year of investment: 2017

Fund: Apax IX

Status: Realised

Date of exit: November 2022

Exit with significant uplift

Kepro is a leading provider of technology-enabled solutions in healthcare services. Kepro partners with government and private healthcare players to maximise healthcare quality, improve accuracy and increase efficiency.

Apax IX acquired Kepro in 2017 with the original investment thesis of backing a leading player in an attractive, fragmented market which was benefitting from increased outsourcing by government players looking to ensure cost-efficient quality and compliance.

Over the past five years, Apax IX has helped transform the business into a national, tech-enabled market leader that was coveted by strategic players in the government services sector.

Value Creation

• Revamped the management team, including CEO, CFO, Chief Growth Officer, Chief Legal & Compliance Officer, Chief Product Officer, and Chief Human Resources Officer.

• Focused Kepro on higher value clinical solutions and contracts that could benefit from Kepro's in-house technology capabilities, which were bolstered with investment; added a software-only product offering.

• Drove accelerated new contract wins, improved retention, and higher NPS through a collaboration between: (i) the strengthened management team; (ii) highly relevant board members; and (iii) Apax's Operational Excellence Practice.

• Executed three strategic acquisitions at attractive entry multiples which were sourced through the Apax network.

Gross MOIC¹

3.0x

Gross IRR¹

22%

Internet/Consumer

Name: Pickles Auctions

Year of investment: 2022

Fund: Apax X

Status: Current

Pickles operates Australia's leading auction marketplaces for motor vehicles, salvage cars and industrial equipment. The company's trusted marketplaces offer thousands of quality assets every week and work with major clients including the Australian government, state governments, insurers, financial institutions, fleet leasing companies, banks and not-for-profit organisations.

Leveraging significant global experience in online marketplaces, Apax identified Pickles as an attractive investment opportunity for Apax X by virtue of its leading market position in Australia, strong brand and reputation for customer service, and diversification across multiple verticals.

Investment Thesis

• Support a high-quality market leader with a strong runway for growth, which is in the early stages of a meaningful digital transformation.

• Apply best practices developed in prior Apax Funds' investments and utilise additional capital to fuel future growth.

• Leverage the digital expertise of Apax's Operational Excellence Practice to accelerate the company's digitalisation strategy, supported by the introduction of a new tech platform, which should streamline operations and accelerate product and service delivery.

1. Represents Gross IRR and Gross MOIC calculated based on the expected cash flows and remaining fair value if applicable. For Kepro, these represent returns calculated based on AIX euro cash flows only

DERIVED INVESTMENTS

Portfolio review

HIGHLIGHTS

Derived Investments

FY 2022 Total Return

1.9%

Derived Debt

FY 2022 Total Return

2.7%

% of NAV at 31 December 2022

28%

Total new investment

€57.2m

Realised proceeds and income

€30.1m

DERIVED INVESTMENTS PERFORMANCE

Capital not invested in Private Equity is primarily invested in debt (Derived Debt makes up 94% of the Derived Investment Portfolio). This portfolio enhances the robustness of AGA's balance sheet and supports unfunded commitments to the Apax Private Equity Funds whilst also providing an additional source of alpha for AGA and a steady flow of income to support dividends.

In the year to 31 December 2022, the Derived Investments portfolio achieved a Total Return of 1.9% ((2.2)% constant currency) with Derived Debt generating a Total Return of 2.7% ((1.7)% constant currency).

Over the last five years, the Derived Debt portfolio has achieved a 31.2% cumulative constant currency Total Return, versus 17.7% for the S&P/LSTA Leveraged Loan Index.

Derived Equity, which has reduced to 6% of Derived Investments, achieved a Total Return of (6.8)% ((7.9)% constant currency) in FY 2022.

PORTFOLIO OVERVIEW

As at 31 December 2022, AGA held €364.2m of Derived Investments, representing 29% of the Total Invested Portfolio. The portfolio increased over the year as capital not invested in Private Equity was deployed into new Derived Debt instruments and the portfolio benefitted from exchange rate gains, primarily due to its exposure to the US dollar. The portfolio primarily comprises Derived Debt positions in companies and sectors where Apax can leverage insights into sectors and companies from its private equity activities.

The Derived Debt portfolio at 31 December 2022 has a total value of €340.6m and now represents most of our Derived Investments. Whilst individual investments are identified through a bottom-up process, we actively manage the portfolio top down from a risk and liquidity perspective.

The largest position in the portfolio represents only 2% of AGA's NAV, and 64% of the Derived Debt investments are invested in 1L loans. 1L loans tend to be more readily tradeable when compared to debt instruments that are more junior in the capital structure, and we believe the current proportion of 1L loans held is appropriate in the context of the Private Equity commitments made by AGA.

As 99% of the Derived Debt investments are invested in floating rate loans, duration risk is minimised and with increasing base rates, the portfolio now generates a 9.9% income yield. The rise in interest rates and widening of spreads in the market saw a negative movement in the fair value of the portfolio whilst the average yield to maturity of the overall portfolio almost doubled to 12.1% at 31 December 2022, compared with prior year end (6.2% at 31 December 2021).

Derived Equity was valued at €23.6m at year end.

Investment activity

In managing AGA's Derived Debt portfolio, we focus on absorbing capital returned from Private Equity investments, whilst at the same time managing overall liquidity and risk. As we expected significant calls from the Private Equity portfolio during the year, we maintained higher liquidity balances during the first half of 2022, despite markets offering very attractive pricing levels, in particular for 1L loans.

When making new investments, our focus remained on more liquid loans, reflecting additional commitments made by AGA to new Apax Funds. In total, we deployed €57.2m into new Derived Debt investment during 2022.

Derived debt sourced from Apax insights1:

72%

Private Equity style diligence

Majority sourced from private equity style diligence

18%

Current Apax Funds Ownership

Current Apax Funds ownership are positions where the Apax Funds also hold an equity interest

10%

Prior Apax Funds Ownership

Prior Apax Funds ownership are positions where AGA purchased the debt subsequent to Apax Funds holding an equity interest

1. Apax insights detailed in the chart show sourcing of credit investments since 2019

DERIVED INVestments PERFORMANCE (%)

1. Performance fee adjustment accounting for the movement in the performance fee reserve at 31 December 2022

2. Represents Gross IRR and Gross MOIC calculated based on the aggregate concurrent euro cash flows since inception of deals fully realised during FY 2022

3. New investments excludes drawdowns on the Infogain RCF of €1.5m during the period. Exits excludes repayments of €0.7m on the same RCF investment

Private Equity

Derived Investments: Derived DebT2

Top Derived Debt holdings²

* Denotes overlap with Private Equity or Derived Investments portfolio

1. Represents the largest fair value movements in the underlying Private Equity portfolio over the period adjusted for purchases and sales

2. Represents Derived Debt portfolio only. Table above excludes Derived Equity positions which total €23.6m

strategic report \ Risk Management framework

Identify, evaluate and mitigate

The Board has established a set of risk management policies, procedures and controls, and maintains oversight through regular reviews by the Board and the Audit Committee.

The Board and Audit Committee monitor the Company's principal risks on a quarterly basis and a more detailed review is done at least annually.

The risk governance framework is designed to identify, evaluate and mitigate the risks deemed by the Board as being of significant relevance to the Company's business model and to reflect its risk profile and risk appetite. The underlying process aims to assist the Board to understand and where possible mitigate, rather than eliminate, these risks and, therefore, can only provide reasonable and not absolute assurance against loss.

The Board regularly reviews a register of principal risks and uncertainties (the "Risk Register") maintained on behalf of the Board by the Company Secretary. The Risk Register serves as a detailed assessment and tracking undertaken by the Board of the Company's exposure to risks in three core categories: strategic and business risks, operational risk, and financial and portfolio risks.

OWNERSHIP AND GOVERNANCE

While the Board remains ultimately responsible for the identification and assessment of risk, as well as implementing and monitoring procedures to control such risks, and for reviewing them on a regular basis, the Board places reliance on its key service providers, to whom it has delegated aspects of the day-to-day management of the Company. This delegation includes the design and implementation of controls over risks.

The Board undertakes an annual review of its risk appetite, considering recommendations from the Audit Committee and key service providers responsible for implementing the controls related to risks identified by the Board, as noted above. The Board and Audit Committee consider existing and new risks at each quarterly Board meeting and more frequently if necessary.

INVESTMENT PERFORMANCE

In accordance with the Investment Management Agreement between the Company and the Investment Manager, responsibility for delivering investment performance in line with the Company's strategic and business objectives, as well as remaining within the parameters of its investment risk appetite, is delegated to the Investment Manager.

The Board approves commitments to new Private Equity funds whilst the remaining investment decisions are taken by the Investment Manager within parameters of authority approved by the Board, while separate risk functions within the Investment Manager support and review decision making.

RISK ASSESSMENT

In assessing each category of risk, the Board considers systemic and non-systemic risks as well as the control framework established to reduce the likelihood and impact (the "residual risk rating") of individual inherent risks. The Board does not consider political risk in isolation but incorporates it within its consideration of other principal risks. The Board is not, practically, in a position to consider every risk. However, where possible, it does seek to identify, assess and mitigate remote and emerging risks which might have a significant consequence or might not be controllable.

In considering the framework around the policies and procedures adopted to reduce the potential impact of individual risks, the Board takes account of the nature, scale and complexity of the Company, its investment objectives and strategy, and the role of the key service providers.

The wider control environment of the Company includes the policies and procedures adopted by the key service providers. The Board considers these policies and procedures in its assessment of individual risks and emerging risks. The Board seeks regular reporting and assurance from its main service providers on the robustness of their control environments and, based on such assurances, assesses the suitability, adequacy and relevance of those policies and procedures.

Individual risks are assessed based on the likelihood of occurrence and consequential impact. For the avoidance of doubt, likelihood and consequence are assessed after considering the mitigating effect of the control framework. Risks are then ranked in order of residual risk rating likelihood and then consequence. Judgement is applied in determining which risks rank above the others where such risks have the same residual risk rating, likelihood and consequence.

Emerging risks are identified and assessed as part of the quarterly review process undertaken by the Board and Audit Committee. These are risks that may have a material effect on the Company if they were to occur. Where possible, mitigating measures are considered by the Board but due to the unknown nature of future events the impact of these risks may not materialise. Earlier in the year the Board identified inflation, geopolitical uncertainty and the potential impact of real interest rate movements as an emerging risk which was subsequently included in the principal risk disclosure in the interim accounts and remains at year end. The previously included principal risks relating to Covid-19 and regulatory, tax and legislative risks remain on the Company's risk register but are no longer considered to be principal risks.

Though not included in the key principal risks highlighted on the right, the Board does monitor ESG within its risk register. The Board assesses its impact on the wider Company risks, including performance risk, and reputational risk and reviews the mitigating measures in place.

The Board recognises that it has limited control over many of the risks it faces, such as political and macroeconomic events and changes in the regulatory environment, and it periodically reviews the potential impact of such ongoing risks on the business and actively considers them in its decision making.

PRINCIPAL RISKS

The Board is ultimately accountable for effective risk management affecting the Company.

The Audit Committee has undertaken an exercise to identify, assess and manage the risk within the Company. The principal risks identified have been assessed based on residual likelihood and consequence and are summarised on the heat map below:

The Company's principal risks are split between three main risk categories.

SB Strategic and business risks

OP Operational risks

FR Financial and portfolio risks

↑ Increase

↔ No change

↓ Decrease

Governance \ Chairman's introduction

Long-term success

DEAR SHAREHOLDER,

On behalf of the Board, I am pleased to introduce the Company's corporate governance statement on pages 42 to 45.

PROMOTING LONG-TERM SUCCESS

2022 was a year of significant geopolitical uncertainty, substantial change in economic conditions, and resultant market volatility.

I can confirm that, during the year under review, the Board of Directors has acted to promote the long-term success of the Company for the benefit of shareholders, whilst having due regard to the matters set out in section 172 of the UK Companies Act 2006. You can read more about this on page 10. This was also confirmed by the internal Board evaluation conducted in 2022, more details of which can be found on page 43.

OUR BOARD OF DIRECTORS

The Company has a strong, fully independent Board of experienced Non-Executive Directors. The Directors, all of whom are non-executive and considered to be independent for the purposes of Chapter 15 of the Listing Rules, are responsible for the determination of the strategy and investment policy of the Company and overseeing its day-to-day activities.

Biographies of the Board of Directors, including details of their relevant experience and current appointments, are available on pages 38 and 39 and the Company's website at: www.apaxglobalalpha.com/who-we-are/board-of-directors/

At 31 December 2022, the Board was composed of 60% male and 40% female Directors.

AGM

To encourage shareholder attendance and participation, shareholders were invited to attend the 2022 AGM both in person and via a telephone dial-in facility.

Looking ahead to our eighth AGM in 2023, this will be held on 3 May 2023 at 11.15am (UK time) at East Wing, Trafalgar Court, Les Banques, St Peter Port, Guernsey, Channel Islands, GY1 3PP.

Shareholders will again be able to attend the AGM either in person, or via a telephone dial-in to listen to the AGM. Questions can be submitted in advance to the Company Secretary by email at: AGA‑admin@aztecgroup.co.uk

For more information about the AGM visit:

https://www.apaxglobalalpha.com/investors/investor-centre/

COMPLIANCE WITH THE AIC CODE, THE UK CORPORATE GOVERNANCE CODE, AND THE GFSC CODE

The Directors recognise the importance of sound corporate governance and, as a closed-ended investment company, have adopted the Association of Investment Companies ("AIC") Code of Corporate Governance (the "AIC Code"), which has been endorsed by the Financial Reporting Council.

The Board considers that reporting against the principles and recommendations of the AIC Code, which incorporates the UK Corporate Governance Code (the "UK Code") and the Guernsey Financial Services Commission Finance Sector Code of Corporate Governance (the "GFSC Code"), provides better information to shareholders. I am pleased to report that for the year under review, we have consistently applied the principles of good governance contained in the AIC Code and you can find more details on this on the subsequent pages.

You can find a copy of the AIC Code on the AIC website at: www.theaic.co.uk

Tim Breedon CBE

Chairman

1 March 2023

Governance at a glance

The Board aims to promote the Company's long‑term success and to preserve and strengthen stakeholder confidence in our business integrity. This is achieved through the application and maintenance of the highest standards of corporate governance.

The Board acknowledges the importance of diversity for the effective functioning of the Board which helps create an environment for successful and effective decision making. The Board currently comprises of 40% women and Susie Farnon is the Senior Independent Director and Chair of the Audit Committee, which satisfies two of the diversity targets of the Listing Rules. In relation to the diversity target on ethnic diversity, the Board is focused on addressing this target, which is expected to come through succession of the Board and is a matter kept under close review by the Board. The Board has adopted a Board Management Policy that considers the issues relating to diversity. In view of the nature, scale and complexity of the Company, the Board believes a formal diversity policy for the Company is not necessary at this time. Diversity of the Board is further considered on at least an annual basis through the Board evaluation process.

Board Diversity

MAJOR BOARD ACTIVITIES IN 2022

Major decisions taken by the Board and its Committees during 2022 included:

· An assessment and approval of a commitment of $700m to the Apax XI Fund

· An assessment and approval of a commitment of $60m to the Apax Global Impact Fund

· An assessment and approval of a commitment of $40m to the AMI Opportunities Fund II

· Commissioned an in-depth investor perception study and reviewed the findings

· A review of the strategy and whether it remains fit for purpose

· Amendment of the Company's Revolving Credit Facility

Board independence

100%

LEADING A RESPONSIBLE BUSINESS

A summary of the Directors' attendance at meetings which they were eligible to attend is provided below. Eligibility to attend the relevant meetings is shown in brackets.

1. The Board will appoint committees of the Board on occasion to deal with specific operational matters; these committees are not established under separate terms of reference as their appointment is conditional upon terms resolved by the Board in formal Board meetings and authority conferred to such committees will expire upon the due completion of the duty for which they have been appointed. Such committees are referred to as "other" committee meetings

2. The Chairman of the Company, Tim Breedon, whilst not required to attend meetings of the Audit Committee, does so on occasion, particularly where financial reports are being reviewed

ELECTION AND RE-ELECTION OF DIRECTORS AT THE 2023 AGM

In accordance with the Company's Articles of Incorporation and the principles of the AIC Code, all Directors of the Company will offer themselves for re-election at the 2023 AGM.

Following the successful evaluation of the Board (see page 43), it is proposed to shareholders that all Directors are re-elected at the 2023 AGM.

Governance \ AGA Board of Directors

Board Diversity

Tim Breedon

Chairman

Tenure

7 years, 8 months

Skills and experience

Tim Breedon joined the AGA Board on 28 April 2015. He worked for the Legal & General Group plc for 25 years, most recently as Group Chief Executive between 2006 and 2012. He was a Director of the Association of British Insurers ("ABI"), and also served as its Chairman between 2010 and 2012. He served as Chairman of the UK government's non-bank lending task force, an industry-led task force that looked at the structural and behavioural barriers to the development of alternative debt markets in the UK. He is a Non-Executive Director of Barclays plc and Quilter plc, and was Chairman of Northview Group from 2017 to 2019. He was previously lead Non-Executive Director of the Ministry of Justice between 2012 and 2015. Tim was formerly a Director of the Financial Reporting Council and was on the Board of the Investment Management Association.

He has over 25 years of experience in financial services and has extensive knowledge and experience of regulatory and government relationships. He brings to the Board experience in asset management and knowledge of leading a major financial services company.

Current appointments

Non-Executive Director of:

Barclays plc; and Quilter plc.

Qualifications

Graduate of Oxford University and an MSc in Business Administration from the London Business School.

Susie Farnon

Non-Executive Director

Senior Independent Director 

Chair of Audit Committee

Tenure

7 years, 5 months

Skills and experience

Susie Farnon joined the AGA Board on 22 July 2015 and was appointed as Chairman of its Audit Committee on 1 July 2016 and elected as Senior Independent Director on 18 November 2016. She served as President of the Guernsey Society of Chartered and Certified Accountants, as a member of The States of Guernsey Audit Commission and as a Commissioner of the Guernsey Financial Services Commission. Susie was a Banking and Finance Partner with KPMG Channel Islands from 1990 until 2001 and was Head of Audit at KPMG in the Channel Islands from 1999 until 2001.

Current appointments

Non-Executive Director of: Real Estate Credit Investments Ltd; Bailiwick Investments Limited; Ruffer Investment Company Limited; and Board member of The Association of Investment Companies.

Qualifications

Fellow of the Institute of Chartered Accountants in England and Wales.

Chris Ambler

Non-Executive Director

Tenure

7 years, 8 months

Skills and experience

Chris Ambler joined the AGA Board on 28 April 2015. He has experience in a number of senior positions in the global industrial, energy and materials sectors working for major corporations including ICI/Zeneca, The BOC Group and Centrica/ British Gas, as well as in strategic consulting roles.

Current appointments

Chief Executive of Jersey Electricity plc; and Non-Executive Director of: Foresight Solar Fund Limited.

Qualifications

Graduate of Queens' College, Cambridge and an MBA from INSEAD. Chartered Director, Chartered Engineer and a Member of the Institution of Mechanical Engineers.

Mike Bane

Non-Executive Director

Tenure

4 years, 6 months

Skills and experience

Mike Bane joined the AGA Board on 3 July 2018. He has more than 35 years of audit and advisory experience with a particular focus on the asset management industry. Mike retired from EY in June 2018 where he was a member of EY's EMEIA Wealth and Asset Management Board. Following an earlier career in London with PwC, he has been a Guernsey resident for over 25 years and has served as President of the Guernsey Society of Chartered and Certified Accountants.

Current appointments

Non-Executive Chair of HICL Infrastructure plc; and Non-Executive Director of: abrdn Property Income Trust Limited (formerly Standard Life Investments Property Income Trust Limited).

Qualifications

Mathematics graduate of Magdalen College, Oxford University and a Chartered Accountant.

Stephanie Coxon

Non-Executive Director

Tenure

2 years, 9 months

Skills and experience

Stephanie joined the AGA Board on 31 March 2020. She is a Fellow of the Institute of Chartered Accountants in England and Wales and is a non-executive director on several London listed companies.

Prior to becoming a non-executive director, Stephanie led the investment trust capital markets team at PwC for the UK and Channel Islands. During her time at PwC, she specialised in advising FTSE 250 and premium London listed companies on accounting, corporate governance, risk management and strategic matters.

Current appointments

Non-Executive Director of: JLEN Environmental Assets Group Limited; PPHE Hotel Group Limited; International Public Partnerships Limited; PraxisIFM Group Limited; Board member of The Association of Investment Companies.

Qualifications

Fellow of the Institute of Chartered Accountants in England and Wales.

Governance \ INVESTMENT MANAGER BOARD

PAUL MEADER

Director

Tenure

7 years, 8 months

Skills and experience

Paul Meader has acted as non-executive director of several insurers, London and Euronext listed investment companies, funds and fund managers in real estate, private equity, hedge funds, debt, structured product and multi-asset funds. He is a senior investment professional with over 30 years of multi-jurisdictional experience, 14 years of which were at chief executive level.

Paul was Head of Portfolio Management at Collins Stewart (now Canaccord Genuity) between 2010 and 2013 and was the Chief Executive of Corazon Capital Group from 2002 to 2010. Paul was Managing Director at Rothschild Bank Switzerland C.I. Limited from 1996 to 2002 and previously worked for Matheson Investment Management, Ulster Bank, Aetna Investment Management and Midland Montagu (now HSBC).

Current appointments

Non-Executive Director of a number of other companies in fund management and insurance, inclusive of the General Partners of the Apax Private Equity Funds.

Qualifications

MA (Hons) in Geography from Oxford University and a Chartered Fellow of the Chartered Institute of Securities and Investment.

Martin Halusa

Director

Tenure

7 years, 8 months

Skills and experience

Martin Halusa was Chairman of Apax Partners from January 2014 to March 2016, after ten years as Chief Executive Officer of the firm (2003-2013).

In 1990, he co-founded Apax Partners in Germany as Managing Director. His investment experience has been primarily in the telecommunications and service industries.

Martin began his career at The Boston Consulting Group ("BCG") in Germany, and left as a Partner and Vice President of BCG Worldwide in 1986. He joined Daniel Swarovski Corporation, Austria's largest private industrial company, first as President of Swarovski Inc (US) and later as Director of the International Holding in Zurich.

Current appointments

Director of the General Partners of the Apax Private Equity Funds.

Qualifications

A graduate of Georgetown University, an MBA from the Harvard Business School and a PhD in Economics from the Leopold-Franzens University in Innsbruck.

Jeremy Latham

Director

Tenure

1 year, 1 month

Skills and experience

Jeremy Latham has held directorships for regulated financial services businesses since 2008 and has worked in the financial services sector for 20 years, 15 of which he has spent specialising in private equity.

Jeremy has extensive knowledge of the regulatory environment including compliance and anti-money laundering regulation and has working knowledge of listed and unlisted open- and closed-ended Investment schemes, including equity funds, hedge funds, private equity funds and unit trusts.

Current appointments

Director of Apax Partners Guernsey Limited and a Director of the General Partners of the Apax Private Equity Funds.

Qualifications

Jeremy is a Fellow of the Association of Chartered Certified Accountants (FCCA).

Mark Despres

Director

Tenure

7 years, 4 months

Skills and experience

Mark Despres has been employed in the wealth management industry in both Guernsey and London for over 20 years, principally as an investment manager to a number of listed funds (both open- and closed-ended), institutional and private client portfolios.

Previously Mark held senior positions at investment managers Collins Stewart and Spearpoint Limited, including head of Fixed Income at Spearpoint Limited from 2007 to 2012. He was also a member of the fixed income, asset allocation and performance measurement and monitoring committees at both companies.

Current appointments

Director of Apax Partners Guernsey Limited.

Qualifications

First class honours degree in Mathematics from Royal Holloway University of London and a Member of the Chartered Institute for Securities and Investment.

Governance \ INVESTMENT ADVISOR'S AGA INVESTMENT COMMITTEE

Andrew Sillitoe

Co-CEO | Apax Partners Chairman of the Investment Committee

Tenure

7 years, 8 months

Skills and experience

Andrew Sillitoe joined Apax Partners in 1998 and has focused on the Tech sector in that time. Andrew has been involved in a number of deals, including Orange, TIVIT, Intelsat, Inmarsat and King Digital Entertainment PLC.

Current appointments

Co-CEO of Apax and a Partner in its Tech team. Member of the Apax Executive, Investment Committees.