Annual Report & Accounts

2021

ANNUAL REPORT & ACCOUNTS 2021

Apax Global Alpha Limited / Annual Report and Accounts 2021

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 debt and equity 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 NAV

€1.5bn

Invested Portfolio

Private Equity / Derived Investments

75% / 25%

1. Adjusted NAV is an Alternative Performance Measure

(“APM”). It represents NAV of €1,490.1m adjusted for

theperformance fee reserve of €8.4m at year end.

Furtherdetails can be seen on page 58.

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.

of NAV

OUR INVESTMENT

APPROACH

Our investment approach seeks to provide

investors with access to Apax’s Private Equity

Funds across all stages of maturity.

Leveraging Apax’s insights derived from

Private Equity activities, AGA also holds a

focused portfolio of debt and equity

investments that provides additional liquidity

and flexibility for the Company with the aim

ofgenerating superior risk-adjusted returns.

Sectors

Investment advisor

investing experience

Nearly

years

SEE BUSINESS MODEL

See page 2

SEE INVESTMENT CASE

See page 4

SEE INVESTMENT MANAGER’S REPORT

See page 12

01Overview

Apax Global

Alpha Limited

Apax Global Alpha Limited provides

shareholders with access to

a diversified Private Equity portfolio

across four core sectors, as well as a

focused portfolio of debt and equity

investments, derived from the insights

gained by the Apax team.

CONTENTS

Overview

Business Model 02

Investment Case 04

Key Highlights 05

Strategic Report

Chairman’s Statement 06

Responsible Investing 08

Investment Manager’s Report 12

- Market Review 12

- Performance Review 14

- Portfolio Review 18

- Private Equity 18

- Derived Investments 26

Risk Management Framework 30

Governance Report

Chairman’s Introduction 34

Governance at a glance 35

AGA Board of Directors 36

Investment Manager Board 38

Investment Advisor’s AGA Investment

Committee 39

Corporate Governance Statement 40

- Stakeholder Engagement 42

- Key Activities of the Board 43

Directors’ Duties 44

Governance Framework 46

Audit Committee Report 47

Remuneration Report 49

Directors’ Report 50

Viability Statement 52

Statement of Directors’ Responsibilities 53

Financial Statements

Independent auditor’s report 54

Statement of financial position 58

Statement of profit or loss and other

comprehensive income 59

Statement of changes in equity 60

Statement of cash flows 61

Notes to the financial statements 62

Administration 80

Investment policy 81

AIFMD 82

Quarterly returns since 1Q17 83

Portfolio allocations since 1Q17 85

Glossary 86

Apax Global Alpha Limited / Annual Report and Accounts 2021

THE COMPANY: APAX GLOBAL ALPHA LIMITED

AGA is a publicly traded investment company that provides

shareholders withexposure to a portfolio of Private Equity Funds

advised by Apax. The Apax Funds manage adiversified Private

Equity portfolio across all stages of maturity (investment,

maturity, and harvesting).

AGA also holds a portfolio of debt and equity investments,

derived from Apax’s sector insights and expertise. This portfolio

provides additional capital flexibility and liquidity for the Company

with the aim of generating superior risk-adjusted returns.

As AGA is typically a sizeable investor in each Apax Fund,

itbenefits from the better terms which are also available to

othersimilarly-sized third-party investors in those funds.

Details about the Company’s Board can be found in the

Governance section on pages 36-37.

In order to achieve the Company’s

investment objective, AGA is:

1. a limited partner in Private Equity

Funds raised and advised by Apax

(the “Apax Funds” or “the Funds”); and

2. a direct investor in debt and equity

instruments which are identified by

leveraging the insights gained by

Apax as a result of the Private Equity

investment process.

The Company refers to these two

investment activities as its “Private

Equityinvestments” and “Derived

Investments”, respectively.

Portfolio companies

SERVICES

HEALTHCARE

TECH & DIGITAL

INTERNET/

CONSUMER

AGA

Apax Global Alpha Limited

WHAT AGA DOES

• Sets Company objectives and investment strategy

• Governance and risk management

• Appoints and oversees service providers

AGA SHAREHOLDERS

Private

Equity

Our objective is to provide

shareholders with superior

long-term returns through capital

appreciation from our investment

portfolio and regular dividends.

Derived

Investments

BUSINESS MODEL

03Overview

INVESTMENT MANAGER: APAX

GUERNSEY MANAGERS LIMITED

AGA has appointed Apax Guernsey Managers

Limited (“AGML”) as its discretionary

Investment Manager. AGML ismanaged

by a board of experienced investment

professionals and operational private equity

executives. Biographies for the individual

directors can be found on page 38.

INVESTMENT ADVISOR: APAX

Apax is a leading global private equity advisory

firm. It looks for opportunities to partner with

exceptional management teams to build great

businesses and achieve transformative growth.

The Apax Funds seek buyout opportunities

infour key sectors: Tech & Digital, Services,

Healthcare, and Internet/Consumer.

Apax has pursued this sector strategy for

over 30 years, leveraging the firm’s digital

expertise and Operational Excellence

Practice (“OEP”) to help accelerate

valuecreation forits investors.

AGML

Apax Guernsey Managers Limited is the

Investment Manager to AGA

WHAT AGML DOES

• Performs discretionary portfolio

management

• Makes investment decisions

• Carries out portfolio performance

analysis andrisk management

Apax

Apax is the Investment Advisor to

AGML and the Apax Funds

WHAT APAX DOES

• Identifies and performs due

diligence ofinvestment opportunities

• Recommends potential

investments to AGML and the

Apax Funds for consideration

• Provides investor relations

services to AGA

Derived

Investments

Apax Global Alpha Limited / Annual Report and Accounts 2021

INVESTMENT CASE

Why invest

in AGA?

Unique private equity access

AGA provides investors access to eight

Private Equity Funds advised by Apax,

which contain an actively managed

portfolio of investments. Value creation

isachieved through sector focus,

digitalisation, transformational ownership,

and operational value-add.

Private Equity portfolio companies as at

31 December 2021

Sector-driven strategy

AGA focuses on four attractively

positioned and dynamic sectors,

benefitting from accelerating changes

inglobal trends: Tech & Digital, Services,

Healthcare, and Internet/Consumer.

Sectors

Attractive net returns

AGA targets Total NAV Return of 12-15%,

including a dividend target of 5% of NAV

per year, aiming to generate both capital

appreciation and an attractive level

ofdividend income for investors.

FY 2021 Total NAV Return

28.7%

Distinctive approach to liquidity

management

AGA employs a portfolio of debt and

equity investments to manage capital not

invested in Private Equity. This provides

liquidity and flexibility for the portfolio

while generating enhanced risk-

adjustedreturns.

% of Invested Portfolio in

DerivedInvestments as

at31 December2021

25%

Access to a

diversified Private

Equity portfolio

across four global

sectors

05Overview

KEY HIGHLIGHTS

TOTAL RETURN3 INVESTMENT LIFECYCLE

FY 2021 Investment Transformation Realisation

Private Equity

41.0%

New investments

Tech & Digital 11

Services 3

Healthcare 2

Internet/Consumer 3

35.3%

LTM EBITDA growth

20.2%

LTM revenue growth

Exits and IPOs

(including significant partial exits)

Tech & Digital 11

Services 2

Healthcare –

Internet/Consumer 2

Derived Investments

13.4%

Derived Debt

37.5%

Derived Equity

New investments

Derived Debt 21

Derived Equity –

Full exits

Derived Debt 16

Derived Equity 3

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 58.

2. Adjusted NAV is an APM. It represents NAV of €1,490.1m adjusted for the performance fee reserve of €8.4m at year end. Further details can be seen on page 58.

3. Total Return is an APM. It reflects the sub-portfolio performance on a stand-alone basis. Itexcludes items at overall AGA level such as cash, management fees and costs. For details of calculations

used see the glossary on page 87.

FY 2021 KEY HIGHLIGHTS

FY 2021 Total NAV Return

28.7%

FY 2021 dividends

12.33P

Adjusted NAV

as at 31 December 2021

€1,482m

Adjusted NAV

per share as at 31 December 2021

€3.02/£2.54

AGA’S INVESTED PORTFOLIO AS AT 31 DECEMBER 2021

75.1%

PRIVATE EQUITY

22.6%

DERIVED DEBT

2.3%

DERIVED EQUITY

Apax Global Alpha Limited / Annual Report and Accounts 2021

CHAIRMAN’S STATEMENT

Strong full year

performance

across the

portfolio

Sector strategy and a focus

ondigital continued to drive

strong operating performance

and NAVgrowth across the

portfolio in 2021.

Despite the emergence of new Covid-19

variants throughout the year, 2021 saw

astrong economic recovery from the

pandemic on the back of ample fiscal support

and pent-up consumer demand. We would

expect this recovery to continue into 2022

but with more downside risk, driven by

declining fiscal stimulus, inflationary

pressures, higher interest rates, and

persistent supply chain challenges.

Recentstock market movements

reflectthese concerns.

I am pleased to report that AGA’s portfolio

remains well-positioned against this

backdrop, with a strategy that is not

predicated on continued tailwinds in financial

markets or the re-rating of particular sectors.

Instead, the trends which underpin our

investment decisions are long-term and

structural in nature, our portfolio is mature

and well-diversified within our chosen

sectors, and we maintain a strong balance

sheet in order to deploy capital across

economic cycles.

RE SULTS

AGA’s sector-driven strategy and its focus

onachieving digital transformation and

business improvement in its Private Equity

investments produced strong operating

performance and substantial NAV growth

across the portfolio in 2021.

Board members

See pages 36-37

Chairman’s introduction

See page 34

Governance at a glance

See page 35

07Strategic Report

Total NAV Return for the period was 28.7%

and Adjusted NAV per share increased from

€2.45 (£2.19) at the end of 2020 to €3.02

(£2.54) at 31 December 2021.

Private Equity, which continues to make up

the largest part of AGA’s portfolio, was the

main driver of this strong performance,

achieving a Total Return of 41.0% in 2021.

AGA’s Private Equity portfolio is well-

balanced and diversified across vintages,

including several funds in the maturity and

harvesting phases. As a result, AGA

experienced another record level of

distributions which amounted to €275.1m in

the year, with exits achieved at an average

uplift of 50.2%. This was offset by calls

of€199.9m from the Apax Funds for

newinvestments.

Derived Equity (37.5% Total Return) and

Derived Debt (13.4% Total Return) also

produced strong results over the year, with

the performance of the Debt portfolio in

particular supported by favourable

currencymovements.

The high level of activity in the Private Equity

portfolio, in the face of the ongoing impact

ofthe Covid-19 pandemic, shows the

effectiveness of Apax’s investment strategy

to achieve superior returns by identifying

andacquiring high-potential companies at

adiscount, in attractive target sub-sectors

inwhich the team has built up significant

expertise and can work side-by-side with

management to unlock value and achieve

are-rating at exit.

PORTFOLIO UPDATE

At 31 December 2021, AGA was 90%

invested with net current assets, inclusive

ofcash, representing €141.7m, or 10% of

Adjusted NAV. This provides AGA with a

healthy liquidity position to meet future calls

from the Apax Funds as Apax Digital Fund II,

to which AGA made a $90m commitment in

2021, starts to draw down capital and Apax X

continues its pace of deployment. The Board

will also continue to consider making

commitments to new Apax Funds

astheybecome available.

AGA continued to build on its investments

inthe Apax Funds during 2021, and by the

endof 2021 75% of the Company’s Invested

Portfolio was held in Private Equity. In line

withAGA’s strategy, any remaining capital is

deployed into credit and equity investments,

and these made up 23% and 2% of AGA’s

Invested Portfolio, respectively, at the end

of2021.

There were several public markets exits in

thePrivate Equity portfolio in the period, with

the Apax Funds taking advantage of the high

valuation environment to realise part of their

holdings. To date, AGA has realised 3.0x the

total initial costs of investment through

pre-IPO funding rounds, primary and

secondary sell-downs of shares in the

companies in the Private Equity portfolio

thatlisted in 2021. As a result of these IPOs,

the share of publicly listed companies in

thePrivate Equity portfolio has increased

substantially to stand at 25% as at

31 December 2021, an unusually high

proportion. AGA is well-positioned to

receivefurther distributions in the future

from these holdings as the Apax Funds

exittheir remaining positions over time.

Looking through a sector lens, the portfolio

continued to be weighted towards Tech &

Digital (41%), followed by Services (24%),

Healthcare (21%), and Internet/Consumer

(14%). Within these sectors, the focus

remains on targeted sub-sectors such as

tech-enabled services in Tech & Digital,

med-tech in Healthcare, density-based

businesses in Services, and online

marketplaces in Internet/Consumer.

Exposure to high-growth, unprofitable

techbusinesses is limited.

LIQUIDITY, COMMITMENTS, AND

FUNDING

AGA’s liquidity position remains healthy.

Proceeds received from Private Equity exits

were re-deployed into Derived Debt, primarily

in first and second lien loans, to minimise cash

drag for investors. In addition to €335.6m in

Derived Investments, AGA’s €140.0m

evergreen revolving credit facility, which

wasrenewed at the start of 2021,

remainedundrawn.

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 6.36 pence

per share, bringing the full year dividend

to 12.33 pence per share. This represents

an increase of 21.5% compared to 2020.

The final dividend is expected to be paid on

4 April 2022 to shareholders on the register

of members on 11 March 2022. The shares

will trade ex-dividend on 10 March 2022.

RESPONSIBLE INVESTING AND

ACOMMITMENT TO NET ZERO

2021 saw significant new ESG initiatives

underway at both AGA and Apax. AGA

published its first Responsible Investment

policy to also include Derived Investments

and the Board took the decision to reduce the

Company’s carbon footprint and offset its

CO2 emissions. More details can be found in

the Responsible Investing section on page 8.

GOVERNANCE AND BOARD EVALUATION

An external evaluation of the Board was

undertaken in 2021. Overall, the review

concluded that the Company has a well-

functioning and highly effective Board, a

strong corporate governance culture, and

directors who are diligent and independent in

their outlook. There were a small number of

recommendations as to how the Board could

improve further the quality of its oversight of

the business of the Company and these will

be considered for implementation in 2022.

2022 AGM RESOLUTION ON DIRECTORS’

FEES AND EXPENSES

The Board currently comprises five directors

following the appointment of Stephanie Coxon

in 2020. This appointment took the Company

to the limit of the aggregate remuneration

fee cap specified in the Company’s Articles

despite there having been no change to

individual directors’ fees since IPO. Although

there is no current intention to increase fees

payable to directors, the Company is seeking

shareholder approval to increase the

remuneration cap by £80,000 to £395,000 in

order to provide flexibility as it commences

planning for the retirement of several

long-standing members of the Board

overthe coming years.

OUTLOOK

Covid-19 remains a risk to the outlook and we

may continue to experience the economic

consequences of further government

measures taken to control the virus and limit

its impact on overstretched healthcare systems.

Increasing inflation, geopolitical uncertainty,

and the potential impact on real interest rate

movements on equity valuations will likely

continue to colour the market environment

inthe coming months. Against this backdrop,

we believe AGA’s diversified portfolio and

Apax’s disciplined, sector-focused

investment strategy should mean that the

Company’s portfolio remains resilient and

well-positioned to take advantage of any

emerging opportunities.

TIM BREEDON CBE

Chairman

1 March 2022

Apax Global Alpha Limited / Annual Report and Accounts 2021

RESPONSIBLE INVESTING

Committed to creating

long-term value and

deliveringsustainable returns

The Board of Directors of Apax Global

Alphabelieves that approaching investing

responsibly is important in protecting and

creating long-term value. The Board relies

upon its Responsible Investment policy and

the practices of Apax to ensure it delivers

returns ethically and responsibly.

Delivering sustainable returns has been a key

focus for Apax and the Apax Funds’ portfolio

companies for over a decade. Apax has built

an Environmental, Social, and Governance

(“ESG”) programme that closely aligns with

industry principles, incorporating ESG issues

into investment analysis and decision-making

processes, policies, and practices. The focus

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.

This effort has been endorsed by many

external stakeholders who validate Apax’s

approach as industry leading. The annual

assessment by the Principles for Responsible

Investment (“PRI”) rates the Apax ESG

programme as A+.

SECTION 172 OF THE COMPANIES ACT 2006

The Board is committed to promoting the

long-term success of the Company whilst

conducting business in a fair, ethical and

transparent manner. Whilst AGA is

Guernsey registered, 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, take a

long-term view on consequences of the

decisions they make, as well as aim to

maintain a reputation for high standards

ofbusiness conduct and fair treatment

ofallAGA’s stakeholders.

Whilst the Board has ultimate responsibility

for the Company’s strategy and conduct,

asan investment company, AGA does not

have any employees and carries out its

coreactivities through third-party service

providers. All key providers have an

established track-record and, through

regulatory oversight, are required to have

inplace suitable policies and procedures

toensure they maintain high standards of

business conduct, treat shareholders fairly,

and employ corporate governance best

practice. The Company strongly believes

that fostering healthy and constructive

relationships with its broad range of

stakeholders should result in increased

shareholder value over the long term. The

Board believes that fulfilling the Directors’

duties under Section 172 of the Companies

Act 2006 supports AGA in achieving its

investment objectives and ensuring that

alldecisions are made in a responsible and

sustainable way. Further details on how we

meet the duties placed on directors under

Section 172 can be found in this section

andon pages 34-53.

AGA’S ESG POLICY

Visit: https://www.apaxglobalalpha.

com/media/2371/aga-esg-

policy-2022.pdf

APAX’S SUSTAINABILITY REPORT

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

responsibility/sustainability/

AGA’S MODERN SLAVERY AND

HUMANTRAFFICKING STATEMENT

Visit: https://www.apaxglobalalpha.

com/site-tools/modern-slavery-

statement/

09Strategic Report

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.

ESG is embedded

throughout

theApaxFunds’

investment process

ESG IN THE PRIVATE EQUITY INVESTMENT PROCESS

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’

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 possible areas

where the Apax investment teams, together with

the OEP, can create value and driveimprovements

ahead of exit

Apax Global Alpha Limited / Annual Report and Accounts 2021

RESPONSIBLE INVESTING CONTINUED

RESPONSIBLE INVESTMENT

HIGHLIGHTS2021

2021 saw significant new ESG initiatives

underway at both AGA and Apax. AGA

published its first Responsible Investment

policy to also include Derived Investments.

The Company also made available

information about its commitment to ESG

through the Association of Investment

Companies (“AIC”) as part of its push to

increase transparency within the industry.

At the start of 2021, the Board made a

decision to offset the CO2 emissions relating

to AGA’s own activities and for AGA to

become carbon neutral. The Company’s

emissions have been offset via Carbon

Footprint Ltd.

Apax, in partnership with climate and

sustainable development expert

ClimateCare, also agreed to offset carbon

emissions associated with the firm’s own

activities and the firm has been conducting

carbon neutral operations since 2019.

Whilst the Apax Funds’ portfolio is typically

considered to be ‘asset light’ with low carbon

intensity, Apax has the conviction that all

companies in the most recent funds must

engage on climate action. To that effect,

Apax, together with PwC as its

implementation partner, has launched a

firm-wide decarbonisation project focused

on the Funds’ portfolio companies. This

project will develop reduction strategies for

those companies where there are material

avoidable sources of emissions and will future

proof these companies by measuring and

minimising their impact on the planet

goingforward.

Led by Apax’s IT team and the OEP, Apax has

also created a comprehensive data analytics

platform designed to pool together all

portfolio company data streams within its

systems, both financial and non-financial.

Thefull set of ESG KPIs was merged into

thisplatform, creating additional analysis

capabilities and increased data accessibility

for investors. The platform will allow deal

teams to better track areas for improvement

in real time as well as identify emerging issues.

Apax also continued its focus on Inclusion

andDiversity (“I&D”), carrying out a firm-wide

self-identification exercise in 2021 to help

establish a benchmark for improvement in

this area.

OUTLOOK AND FOCUS AREAS 2022

Responsible Investing continues to be an

areaof focus for the Board and, with new

regulation coming into force around climate

and diversity disclosures, we would expect to

further expand our initiatives in this area.

MODERN SLAVERY1

Given the nature of Apax’s advisory business,

there is a very low risk of slavery or human

trafficking in connection with its activities.

Apax’s key suppliers are professional services

firms who provide operational, commercial,

and financial advice for the review of

investments made by the Apax Funds. Apax

expects all those in its supply chain and its

contractors to comply with its values. Apax is

committed to implementing and enforcing

effective systems and controls to safeguard

against slavery and human trafficking taking

place in its business or supply chains.

Specifically, it looks to ensure that its

globalteam receives training to understand

the risks of modern slavery and it includes

anti-slavery and human trafficking measures

in its Global Business Standards.

ENVIRONMENT

Tide, a journey

tonetzero

Tide, the UK’s leading business financial

platform and a portfolio company of the

ApaxDigital Fund, has embarked on a

decarbonisation journey, and to tackle its

most material environmental indicators,

which are energy usage and travel. Tide has

set a target of being net zero by the end of

2022 and will be measuring its carbon

footprint on a monthly basis, with audits

beingcarried out by an external party. Tide is

not just focusing on its own climate strategy

but also on providing training and support

toits nearly 400,000 members.

SOCIAL

Kepro, establishing

leadership in I&D

Kepro, a US provider of government

sponsored healthcare programmes and

an Apax IX portfolio company, has focused

heavily on fostering an inclusive culture. In the

last year the company set out to develop an

I&D Charter, making I&D a board priority.

Kepro employs over 1,000 individuals across

14 offices in the US. Like many companies

in the healthcare industry, over 80% of

employees are female but this does not

translate across to the board level and senior

leadership, and driving diversity in senior roles

is a key priority for the board. Importantly,

the push around I&D also ties into the bigger

industry conversation around health equity.

Whilst the company is only at the start of

its journey, good progress has been made

on structure and governance, including in

the supply chain, ensuring Kepro’s vendor

strategy reflects its objectives and values.

1. https://www.apax.com/media/2534/modern-slavery-and-

human-trafficking-statement-2021.pdf

11Strategic Report

GOVERNANCE

Authority Brands, laying

the foundation for good

corporate governance

Apax IX first invested in Authority Brands

in2018 and the company has since grown

significantly, expanding its franchise through

eight acquisitions. This has presented the

company with a number of challenges,

adapting to a growing workforce and ensuring

alignment of cultures. When Authority Brands

embarked on its first carveout (of the

ClockWork brands), it had a small team and no

payroll system. Since then, Authority Brands

has grown key functional areas such as HR,

marketing and IT and can better work with

theacquiree companies to ensure a smooth

integration that puts people first. Authority

Brands has also focused heavily on culture

and reporting structures and has built a

codeof values that puts the success of

thefranchise owners first, led by the CEO -

himself a former franchisee.

AGA FY 2021 PRIVATE EQUITY PERFORMANCE1

FTSE 250

STOXX 600

S&P 500

AGA Private Equity

Total Return

28.7%

22.2%

16.9%

41.0%

1. Represents AGA’s Private Equity Total Return for FY 2021 compared to major equity indices (calculated on a total return basis)

Indices source: Bloomberg

Apax Global Alpha Limited / Annual Report and Accounts 2021

INVESTMENT MANAGER’S REPORT

Market review

REVIEW OF 2021

2021, like 2020, was dominated by Covid-19

and the vaccine rollout. While we saw the

emergence of the Omicron variant towards

the end of the year, the reduced number of

hospitalisations and deaths allowed many

governments to gradually reopen their

economies, albeit with certain restrictions

put in place again at the end of the year.

Significant monetary and fiscal stimulus

drove recovery in 2021, however this lagged

original expectations with the virus, supply

and labour constraints all limiting growth.

Whilst recovery is likely to continue, these

challenges are potential constraints for

2022growth.

INFLATION

The favourable macro-economic backdrop,

combined with loose monetary policy and

some supply chain shortages, is now giving

rise to concerns around inflation. Indeed, the

beginning of 2022 has seen higher inflation

rates which are likely to persist for longer than

originally expected. There have been more

hawkish signals from monetary authorities,

accompanied by an increase in long-term

bond yields and a decrease in multiples of

high growth stocks.

EQUITY MARKETS

Following the dramatic swings in 2020, equity

markets performed strongly in 2021 with the

S&P up 29% and STOXX Europe 600 up 22%

in the year. Only towards the end of 2021,

asmarket participants focused more on the

impact of rising inflation, interest rates as well

as mounting geopolitical risks, volatility

returned to equity markets.

Throughout 2021, valuations remained highly

elevated on a forward earnings multiple basis

against a backdrop of negative real rates and

very rapid expansion of central bank balance

sheets. However, valuations were less

stretched when viewed from an equity

riskpremium perspective given rates.

There continues to be a significant

divergence in performance between sectors

and companies as investors differentiated

between those that are likely to be long-term

winners, and those that could be structurally

challenged. This distinction is evident within

AGA’s portfolio as the core sectors to which

the Apax Funds have exposure generally

performed better than the market as a whole.

There were some exceptions in legacy

“bricks-and-mortar” retail and other

consumer-facing businesses. Further

information about the portfolio is provided

throughout the rest of this report.

PRIVATE EQUITY MARKETS

In private equity markets, the volume and

value of transactions was extremely robust

in2021.

Ample available capital, borrower-friendly

credit markets, and a supportive policy

environment drove record deployment levels

in 2021. Whilst the evolving policy backdrop

may take some of the froth out of parts of the

market such as growth-oriented technology

valuations, this industry momentum is likely

to carry into 2022.

CREDIT MARKETS

As the global economy continued to recover

during 2021, long-term government bond

yields increased. The 10-year US treasury

yield increased from 0.5% in 2020 to 1.5% as

at 31 December 2021 and German 10 year

bund yields also increased from -0.9% at their

lows in 2020 to -0.2% as at 31 December

2021. Whilst yields have increased recently,

the market is currently pricing in relatively

benign long-term inflation. There is a tail risk

that inflation overshoots, leading to materially

higher short-term and long-term rates.

PRIVATE EQUITY TRANSACTION VOLUMES

TOTAL US PRIVATE EQUITY

TRANSACTION VALUE ($BN)

TOTAL US PRIVATE EQUITY

TRANSACTION VOLUME

(TRANSACTION COUNT)

H1 19

177

H2 19 H1 20 H1 21

186

H2 21

100

H1 20

139

111

H1 19

H2 19 H1 20 H2 20

H1 21

H2 21

Source: LCD Source: LCD

GOVERNMENT DEBT

US TREASURY YIELD

CURVE EVOLUTION (%)

GERMAN BUND YIELD

CURVE EVOLUTION (%)

0.0

0.5

1.0

1.5

2.0

2.5

Dec 21Dec 20

Years to Maturity

-1.0

-0.8

-0.6

-0.4

-0.2

-0.0

0.2

0.4

Yield

Years to Maturity

Source: Bloomberg Source: Bloomberg

IG, HY, LOANS SPREADS

US DEBT MARKET (SPREAD VS TREASURIES)

US IG US HY US Leveraged Loans

Dec 20

Jan 21

Feb 21

Mar 21

Apr 21

May 21

Jun 21

Jul 21

Aug 21

Sep 21

Oct 21

Nov 21

Dec 21

5.0%

1.0%

2.0%

3.0%

4.0%

0.0%

Source: LCD and Bloomberg

YTM spread vs Bloomberg Barclays US Treasury Index. US Leverage Loans (S&P/LSTA Leveraged Loan Index),

USHY(Bloomberg Barclays US Corporate HY Index), US IG (Bloomberg Barclays US Corporate Index).

13Strategic Report

During the early phases of the Covid-19

crisis,credit spreads widened materially for

investment grade, high yield and leveraged

loans. In particular, high yield and loan

markets dislocated severely, with prices for

loans in high-quality companies dropping in

line with the broader markets. However, from

the second half of 2020, and continuing in

2021, spreads tightened across the credit

spectrum, with high yield loans performing

particularly strongly, driving prices up and

spreads down.

As in public equities, investors distinguished

between what were perceived to be higher

and lower quality sectors and companies.

OUTLOOK

The economic outlook remains positive in

theshort term albeit with some headwinds

from high inflation, geopolitical uncertainty,

and the lasting impact of Covid-19. In most

developed markets, and whilst at a lower rate

than in 2021, economies are expected to

grow strongly in 2022, driven by continued

re-opening (particularly in the service sector)

and pent-up demand.

Despite a decline in equity benchmarks at the

start of 2022, valuation levels for both public

and private equity markets remain at elevated

levels. Equity markets have been supported

by very low bond yields and a lack of attractive

liquid investment alternatives, indicating that

valuations may remain relatively elevated for

the foreseeable future.

Valuations in both public and private markets

are also expected to continue to be materially

superior for those companies viewed as

better positioned for the long-term

compared to those which are more impacted

by the pandemic or structurally challenged.

This supports the Apax strategy of finding

companies with quality prospects in good

areas but that are undermanaged and,

through transformation, have potential

forboth superior earnings growth and

multiple re-rating.

TOTAL NAV RETURN CONTRIBUTIONS (%)

Performance fee

adjustments1

FX Total

NAV

Return2

Cost and

other movements

Derived

Equity

Derived

Debt

Private

Equity

21.0%

2.3%

1.1%

(0.7)%

(0.9)%

5.9% 28.7%

1. Performance fee adjustment

accounting for the movement in

theperformance fee reserve at

31 December 2021

2. Total NAV Return means the movement

in the Adjusted NAV per share over the

period plus any dividends paid

ADJUSTED NAV DEVELOPMENT (€M)

Cost and

other movements

Dividends

paid

Performance fee

adjustments1

FX Adjusted NAV

31 December 2021

Derived

Equity

Derived

Debt

Private

Equity

Adjusted NAV

31 December 2020

1,201.2

252.6

27.8

13.0

(10.7)

(64.6)

(8.4)

1,481.770.8

1. Performance fee adjustment

accounting for the movement

in the performance fee reserve

at 31 December 2021

Apax Global Alpha Limited / Annual Report and Accounts 2021

INVESTMENT MANAGER’S REPORT CONTINUED

Performance review

Total NAV Return

28.7%

Adjusted NAV

€1,482m

Adjusted NAV per share

€3.02/

£2.54

Sector-led investment

strategy delivering

strong returns across

the portfolio

PERFORMANCE HIGHLIGHTS

AGA’s Total Adjusted NAV increased to

€1.5bn at 31 December 2021 and Total NAV

Return was 28.7% (22.8% constant currency).

This reflects a marked improvement on the

prior year (14.8% Total NAV Return), despite

alargely flat fourth quarter, where market

volatility in the Apax Funds’ publicly listed

holdings, particularly in tech, impacted

valuations at year end.

Building on the momentum in the second

halfof 2020, both the Private Equity and the

Derived Investments portfolios experienced

strong performance in the last twelve

months. Total Return was mainly driven

bygood operating performance in the

underlying portfolio companies, a supportive

valuation environment, and premium

valuations achieved on exits.

The Apax Funds took advantage of the strong

valuation environment during the year to exit

those Private Equity investments that had

completed their transformation journeys and

where valuations re-rated to very high levels.

Exit activity in the Private Equity portfolio in

2021 delivered €275.1m in distributions to

AGA, with exits, including IPOs and partial

realisations, achieving an average uplift of

50.2%. This flow of realisations continued

tocomplement income from the Derived

Investments portfolio to support the

Company’s dividend policy to pay 5%

ofNAVeach year, and dividends to

shareholdersfor FY 2021 was €64.6m.

AGA and the Apax Funds were also able

toidentify attractive new investments

incoresub-sectors in the period, with

AGAdeploying €443.4m across the Private

Equityand Derived Investments portfolios.

15Strategic Report

As at 31 December 2021, AGA was 90%

invested, with an Invested Portfolio of €1.3bn.

The majority of the Invested Portfolio was

invested in Private Equity (75%), with the

Derived Investments portfolio representing

25%. Net current assets (inclusive of cash)

represented €141.7m, or 10% of

AdjustedNAV.

This provides AGA with a healthy liquidity

position to meet future calls from the Apax

Funds as the Apax Digital Fund II, to which

AGA made a $90m commitment in the year,

starts to draw down capital and Apax X

continues its pace of deployment.

EXPOSURE TO PUBLIC EQUITY

As highlighted in the portfolio review section,

the number of IPOs in the period significantly

increased AGA’s exposure to publicly listed

companies. At 31 December 2021, listed

companies represented 25% of AGA’s

PrivateEquity portfolio.

These IPOs presented significant liquidity

events for the Apax Funds and are a first step

towards exiting these portfolio companies.

In2021, the majority of IPOs were in the

Tech&Digital sector where the Apax Funds

took advantage of the high valuation

environment to realise part of their holdings.

Whilst an IPO is not a full exit of a portfolio

company, to date, AGA has already realised

3xinitial costs from pre-IPO funding rounds,

primary, and secondary sell-downs of shares

in the companies in the Private Equity

portfolio that listed in 2021. AGA is well-

positioned to receive further distributions

asthe Apax Funds reduce and exit their

remaining holdings in these companies

overtime.

PORTFOLIO VALUATIONS

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 using

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 is valued at the closing share

price of the portfolio company as at

31 December 2021.

PORTFOLIO HIGHLIGHTS

AGA benefitted from exposure to four key

sectors and, within those sectors, a selection

of core sub-sectors. At 31 December 2021,

AGA’s Invested Portfolio was weighted

towards Tech & Digital (40%), followed by

Services (24%), Healthcare (22%), and

Internet/Consumer (14%).

At 64%, the majority of AGA’s geographic

exposure continued to be in North America,

followed by Europe at 15%. This is largely

mirrored by the currency exposure, with

USdollar representing 69% and the Euro

representing 15% of the portfolio.

TECH & DIGITAL

In Tech & Digital the focus remained on three

core sub-sectors of expertise – software,

tech-enabled services, and telecoms.

— In software, valuations remained high with

key sub-sector trends centred on the

ongoing shift to Software-as-a-Service

(“SaaS”), a focus on higher growth and

lower leverage deals, and sector

consolidation. Against this backdrop,

inPrivate Equity, the Apax team sought

out opportunities for add-on M&A and

platform acquisitions such as the Apax

Funds’ investments in EveryAction, Social

Solutions and CyberGrants; margin and

pricing improvements with support from

the Operational Excellence Practice

(“OEP”), as well as growth acceleration.

— There was also consolidation in the

tech-enabled services sector and the

Apax team focused on identifying new

growth areas in mid-sized next-generation

IT services such as digital transformation,

Artificial Intelligence (“AI”), and

cybersecurity services. As an example,

Apax X invested in Herjavec Group,

aNorth American security services

provider, and supported the company’s

further expansion through a merger

withFishtech Group at the end of 2021.

— In telecoms, valuations were more

moderate with revenue stabilising in

somemarkets. Here again, the Apax

Funds identified a consolidation trend,

with satellite at an inflection point, leading

to an agreement to sell Inmarsat to Viasat.

The Apax Funds also continued to identify

opportunities to invest in disruptors, and

signed an agreement to acquire T-Mobile

in the period.

SERVICES

Services is a broad sector and the Apax team

seeks opportunities to invest in businesses

that, empowered by technology, can deliver

improved services to customers. These

companies often share similar business

models and market structures, benefitting

from economies of scale.

— In outsourced sales and marketing,

theApax Funds’ portfolio companies

continued to benefit from attractive

structural dynamics such as a shift to

anoutsourced sales force. This sub-

sector also continued to experience

consolidation, presenting significant

add-on opportunities for the Apax Funds’

portfolio companies. For example, in 2021,

GamaLife entered the Italian life insurance

market through the acquisition of a

business unit of Zurich Investments Life.

— Among density-based businesses, there

were good opportunities for add-on M&A,

with successful businesses able to achieve

higher margins and faster growth.

TheApax Funds’ portfolio companies

benefitted from this trend with companies

like TOI TOI & DIXI signing new add-on

acquisitions, having executed thirteen

deals under the Apax Funds’ ownership.

PORTFOLIO SPLIT

BYSECTOR

14%

INTERNET/CONSUMER

Private Equity 12%

Derived Investments 2%

22%

HEALTHCARE

Private Equity 13%

Derived Investments 9%

24%

SERVICES

Private Equity 18%

Derived Investments 6%

40%

TECH & DIGITAL

Private Equity 32%

Derived Investments 8%

PORTFOLIO OVERVIEW AT 31 DECEMBER 2021

PORTFOLIO BY GEOGRAPHY

December 2021

December 2020

A B C D E F G

64% 15% 9% 3%4%

A North America C United Kingdom E India G Rest of World

B Europe D Israel F China

B C D E F G

63% 16% 7% 3% 4%

1%4%

2%5%

PORTFOLIO BY CURRENCY

December 2021

December 2020

A B C D E F

69% 15% 7% 2%

A USD C GBP E HKD

B EUR D INR F Other

B C D E F

68% 15% 7% 2%

Apax Global Alpha Limited / Annual Report and Accounts 2021

INVESTMENT MANAGER’S REPORT CONTINUED

INTERNET/CONSUMER

The main sub-sectors in the Internet/

Consumer sector were online marketplaces,

where the Apax playbook has driven strong

growth in consumer traffic and monetisation,

and consumer packaged goods. The latter

primarily includes well-invested premium

consumer brands in specialised categories

where consumers trade up to higher

pricepoints.

— Online marketplaces, which make up

31%of the Internet/Consumer portfolio,

experienced continued good

performance, with many portfolio

companies benefitting from pricing power

that translated to strong profit growth.

— In the consumer packaged goods

sub-sector, the focus on premium goods

saw the Apax Funds acquire Nulo, the pet

food brand, in April 2021, and sign a new

investment in Far Niente, a producer of

premium wines in theUS.

— Elsewhere in the Private Equity portfolio,

ecommerce platform MatchesFashion

experienced some operational challenges.

Meanwhile retailer Cole Haan continued

torecover, benefitting from new

productcategory launches. However,

performance remained below pre-

Covid-19 levels.

COMMITMENTS AND FUNDING

As at 31 December 2021, AGA was a

limitedpartner in eight Apax Funds,

providingexposure to 75 underlying portfolio

companies. Outstanding commitments to

the Apax Funds (together with recallable

distributions) amounted to €385.3m, with at

least €115.3m of calls expected over the next

12 months (representing current outstanding

balances of underlying Private Equity capital

call facilities drawn at 31 December 2021).

Based on the current deal pipeline, we would

expect calls in 2022 to be higher than

€115.3m. This is balanced against cash of

€108.5m and Derived Investments of

€327.2m

. AGA also has access to a €140.0m

revolving credit facility with Credit Suisse.

Theterms of thisfacility were amended

on21 January 2021, converting the existing

facility to anevergreen structure whereby

either partyisrequired to give two years’

noticetoterminate the agreement.

Performance review

continued

— Residential services have increasingly

become an area of focus for the Apax

Funds, with the Apax team having

identified an opportunity to invest in a

highly fragmented “mom-and-pop”

market with ample room to scale and drive

digital improvements. Following on from

the investment in Authority Brands in

2018, the Funds invested in SavATree and

American Water Resources, a carveout

from American Water Works (NYSE:AWK),

in the year.

HEALTHCARE

The Apax Funds’ portfolio companies

continued to benefit from attractive

structural trends in Healthcare such as

changing demographics and significant

investment into healthcare to improve

andextend life.

— The trend around investment into digital

health and innovation saw the Apax Funds

expand their med-tech portfolio, focusing

on investments in category champions

such as Rodenstock, a manufacturer

ofpremium ophthalmic lenses.

— There was a continued favourable

regulatory environment in healthcare

services, particularly in the US, and the

Apax team identified an opportunity for

the Funds to invest in Eating Recovery

Center, a provider of eating disorder and

mood and anxiety treatment in the US.

InEurope, the Apax Funds exited Unilabs

(3.5x gross MOIC) which is a good example

of the Apax Funds’ transformative

ownership approach. The company

completed over 50 add-on acquisitions

under the Funds ownership, enhanced

itsproduct offering, and expanded its

geographical footprint.

BALANCE SHEET AND UNFUNDED PRIVATE EQUITY COMMITMENTS

AT 31 DECEMBER 2021

Unfunded

private equity

commitments¹ to

Apax Funds

Balance sheet

and revolving

credit facility

Derived

Investments

Private

Equity

€1012.9m

NCA

Revolving

credit

facility

€327.2m

€141.7m

€140.0m

€207.5 m

Other

AMI

ADFII

ADF

AVIII

AIX

€1.2m

€12.6m

€79.2m

€20.2m

€20.5m

€44.1m

Unfunded Private Equity

commitments1

€385.3m

Undrawn revolving

credit facility

€140m

Current balance sheet

€1,482m

1 Includes recallable distributions

received from the Apax Funds

2 Represents derived investments

of€335.6m less performance fee

of€8.4m

3 NCA: Net current assets (inclusive of

cash and excluding financialliabilities

atFVTPL)

17Strategic Report

Apax X, Apax IX, Apax VIII, AMI, ADF and

ADF II also operate capital call facilities to

bridge capital calls from its investors. The

operation of a capital call facility provides

AGA and other Apax Fund investors with

significant visibility for liquidity planning.

In 2021, AGA made a commitment of

$90mto Apax Digital Fund II which closed

inSeptember 2021 at $1.9bn. In assessing

thesize of any new commitments, the Board,

on the advice of the Investment Manager,

appraises potential scenarios in relation

tothe economic environment, the returns

achieved by the Apax Funds, their investment

pace, and the likely timing and value of

realisations. As the Company is typically

asizeable investor in each Apax Fund, it

benefits from the better terms which are

alsoavailable to other similarly-sized

third-party investors in those funds. During

2021, the average management fee paid on

the Company’s commitments to the Apax

Funds was 1.3%. Where the Apax Funds are

subject to management fee payments, there

is no additional fee charged to the Company.

AGA FY 2021 PRIVATE EQUITY PERFORMANCE

0.0

49.3

Movement in underlying

portfolio companies‘ earnings

Movement in net debt

Movement in comparable

companies’ valuation multiple

One-oﬀ and other

Management fees and carried

interest accrued by the Apax Funds

Movement in performance

fee reserve

⁴

LTM Total Return

38.8%

(0.2)%

(2.5)%

10.7%

(12.2)%

– %

6.4% 41.0%

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 2021

Apax Global Alpha Limited / Annual Report and Accounts 2021

Portfolio review

Strong performance

benefitting from

multiplelevers of value

creation and business

transformation.

The Apax strategy of “mining hidden gems”

resulted in strong returns for the Private

Equity Funds in 2021, delivering an average

Gross MOIC¹ of 4.5x and average Gross

IRR¹ of 54.1% in the twelve months to

31 December 2021.

KEY ATTRIBUTES OF APAX’S

“HIDDENGEM”STRATEGY:

— Focus on “coveted categories”, being

high quality sub-sectors in Tech &

Digital, Services, Healthcare and

Internet/Consumer, where the

investment team has significant

experience and expertise, and

wheresuccessful businesses

oftentrade for high multiples;

— Rather than targeting readily

identifiable businesses, Apax generally

seeks to identify assets operating

below, or sometimes significantly

below, their full potential - the “hidden

gems”. These are businesses in which

the sub-sector teams can visualise this

full potential and where the Apax Funds

can invest at reduced entry valuations;

— Once an asset has been acquired, the

focus is on business improvement,

including through digitalisation

andinput from Apax’s Operational

Excellence Practice (“OEP”), and

opportunities where the Apax Funds

can significantly enhance acompany’s

value; and

— Finally, reaping the rewards of this

strategy to achieve superior returns

byselling improved businesses which

are intrinsically more valuable than

theywere at the time of acquisition.

A sector-led strategy

focused on “mining

hidden gems”

PRIVATE EQUITY

HIGHLIGHTS

PRIVATE EQUITY

TOTAL RETURN

41.0%

LTM EBITDA GROWTH

35.3%

% OF INVESTED

PORTFOLIO

75%

TOTAL NEW

INVESTMENT1

€207.2m

DISTRIBUTION FROM

APAXFUNDS

€275.1m

AVERAGE UPLIFT

ONEXITS²

50.2%

1. AGA’s investment cost

on alook-through basis

2. See page 22 for further details

PORTFOLIO YEAR-OVER-YEAR LTM REVENUE GROWTH2:

DECEMBER 2021: 20.2% VS DECEMBER 2020: 6.6%

>15%

72%

39%

18%

20%

33%

5% to <15%

0% to <5%

<0%

PORTFOLIO YEAR-OVER-YEAR LTM EBITDA GROWTH2:

DECEMBER 2021: 35.3% VS DECEMBER 2020: 20.8%

>15%

68%

64%

13%

16%

28%

5% to <15%

0% to <5%

<0%

NET DEBT/EBITDA MULTIPLE2:

DECEMBER 2021: 4.2X VS DECEMBER 2020: 3.9X

>6x

30%

19%

20%

38%

18%

14%

32%

29%

4x to <6x

2x to <4x

<2x

ENTERPRISE VALUE/EBITDA VALUATION MULTIPLE2:

DECEMBER 2021: 23.2X VS DECEMBER 2020: 16.9X

>14x

69%

53%

15%

14%

18%

12x to <14x

10x to <12x

<10x

December 2021 December 2020 Number of investments within the associated band

1 Gross IRR and Gross MOIC for Private Equity represents 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

2 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; companies where EBITDA is not

meaningful for company specific reasons.

19Strategic Report

This strategy is not predicated on continued

tailwinds in financial markets or in the

re-rating of particular sectors. Instead, its

foundation involves pulling multiple micro

levers to accelerate business performance

and improve quality, in the expectation that

the Funds can “buy right” at entry and be paid

for that growth, and those improvements,

atexit.

PERFORMANCE UPDATE

Performance in Private Equity was primarily

driven by earning growth in the underlying

portfolio. LTM EBITDA growth across the

portfolio was 35.3% for the twelve months

to31 December 2021, and the weighted

average valuation multiple increased to

23.2xLTM EBITDA (16.9x at 31 December

2020). The multiple increase primarily reflects

the re-rating of public market valuations over

the year, mainly in tech. Excluding publicly

listed companies, the average LTM EBITDA

multiple at 31 December 2021 was 18.1x,

compared to17.4x at 31 December 2020.

The pace of investment seen in the second

half of 2020 continued into 2021. AGA

deployed €207.2m across 19 new Private

Equity investments on a look-through

basisinthe year.

The Apax Funds continued to execute their

investment strategy with modest levels of

financial leverage at entry, which on average

was 3.8x net debt/EBITDA in Apax IX and

4.7xin Apax X as at 31 December 2021.

PRIVATE EQUITY ADJUSTED NAV DEVELOPMENT (€M)

Adjusted NAV

at 31 December 2020

Calls Distributions Gains Performance fee

adjustment¹

FX Adjusted NAV

at 31 December 2021²

788.3

199.9

252.6

–

(275.1)

47.2 1012.9

1. Performance fee adjustment accounting for the movement in the performance fee reserve at 31 December 2021

2. Includes AGA’s exposure to carried interest holdings in AEVII and AEVI which were respectively valued at €16.2m

and €4.9m at 31 December 2021

Apax Global Alpha Limited / Annual Report and Accounts 2021

NAV PERFORMANCE

Private Equity Adjusted

NAV grew 28.5% in 2021

to€1.0bn.

Private Equity Adjusted NAV grew from

€788.3m at 31 December 2020 to €1.0bn at

31 December 2021. This was mainly driven by

fair value gains of €252.6m, primarily from

strong performance in Apax IX. In the period

AGA received €275.1m of distributions from

exits, balanced against €199.9m of calls for

new investments, mainly from Apax X

(€182.6m).

The strongest valuation gains in the year

were from ThoughtWorks, Global-e, Unilabs,

and Authority Brands. The largest valuation

declines in the portfolio were from Duck

Creek, InnovAge, MatchesFashion and Cole

Haan. In line with best practice, public stock

isvalued using the closing price at period

end,making the Private Equity portfolio

moresusceptible to share price volatility,

something we would expect to continue

inthe medium term.

Portfolio review

continued

PRIVATE EQUITY

TOP 30 FAIR VALUE

MOVEMENTS3 (€m)

Thought-

Works*

Global-e*

Unilabs

Authority

Brands

TOI TOI

& DIXI

Assured

Partners

(AIX)

Baltic

Classiﬁeds

Group*

Paycor*

Candela

PIB Group

Trade Me

Infogain

Fractal

Analytics

Lexitas

MyCase

Shriram

City Union*

Rodenstock

Vyaire

Medical

Kepro

Wizeline

Boasso

Global

Inmarsat

(AIX)

ECI

Coalﬁre

Idealista

(AX)

Prove

Solita

Social good

platform

InnovAge*

Duck Creek Technologies*

-20 0

20 40 60 80 100

3. Represents the largest fair value movements in the

underlying Private Equity portfolio over the period

adjusted for purchases and sales

* Listed

21Strategic Report

APAX FUNDS UPDATE

Well-diversified portfolio

across fund vintages.

The Private Equity portfolio is well

diversifiedacross fund vintages with 17%

inthe harvesting phase, 60% in the maturity

phase, and 23% in the investment phase.

At 31 December 2021, AGA’s largest

exposure was to Apax IX which is now 91%

invested and committed, having closed 25

investments, with the remaining capital

mainly reserved for follow-on investments.

Apax X held a final fund close in January 2021

with commitments of $11.7bn. Having made

its first investment in 2019, Apax X was 70%

invested and committed at the end of 2021.

The fund closed 13 new investments in 2021,

bringing the total number of portfolio

companies in Apax X to 19.

The earlier buyout funds continue to focus

onidentifying opportunities to exit their

remaining portfolio companies at attractive

valuations. At 31 December 2021, Apax VIII

had achieved 16 full realisations, with 9

companies remaining in the portfolio,

7ofwhich have been partially realised.

As aforementioned, in the period AGA made

a commitment of $90m to the Apax Digital

Fund II, the successor fund to the Apax

DigitalFund which is now 86% invested

andcommitted. The new fund is expected

tocontinue the predecessor fund’s strategy

of investing in a balanced portfolio of minority

equity and growth buyout opportunities in

mid-market technology companies.

PRIVATE EQUITY PORTFOLIO AT 31 DECEMBER 2021

INVESTED PORTFOLIO

A B C D E

AIX (40%) C AEVII (2%) E AMI (2%)

F ADF (3%)

G AX (17%)

H ADF II (0%)

I DI (25%)

AVIII (10%) D AEVI (1%)

APAX X

AGA NAV: €232.2m

Distributions4: €0.0m

% of AGA PE portfolio: 23%

Vintage: 2020

Commitment: €199.8m + $225.0m

Invested and committed: 70%

Fund size: $11.7bn

APAX IX

AGA NAV: €537.0m

Distributions4: €210.0m

% of AGA PE portfolio: 53%

Vintage: 2016

Commitment: €154.5m + $175.0m

Invested and committed: 91%

Fund size: $9.5bn

APAX VIII

AGA NAV: €143.9m

Distributions4: €540.4m

% of AGA PE portfolio: 14%

Vintage: 2012

Commitment: €159.5m + $218.3m

Invested and committed: 108%

Fund size: $7.5bn

APAX EUROPE VII

AGA NAV: €24.7m

Distributions4: €91.4m

% of AGA PE portfolio: 2%

Vintage: 2007

Commitment: €86.1m

Invested and committed: 108%

Fund size: €11.2bn

APAX EUROPE VI

AGA NAV: €7.1m

Distributions4: €9.0m

% of AGA PE portfolio: 1%

Vintage: 2005

Commitment: €10.6m

Invested and committed: 107%

Fund size: €4.3bn

AMI

AGA NAV: €28.7m

Distributions4: €38.7m

% of AGA PE portfolio: 3%

Vintage: 2015

Commitment: $30.0m

Invested and committed: 72%

Fund size: $0.5bn

APAX DIGITAL

AGA NAV: €40.4m

Distributions4: €16.8m

% of AGA PE portfolio: 4%

Vintage: 2017

Commitment: $50.0m

Invested and committed: 86%

Fund size: $1.1bn

APAX DIGITAL II

AGA NAV: (€1.1m)

Distributions4: €0.0m

% of AGA PE portfolio: 0%

Vintage: 2021

Commitment: $90.0m

Invested and committed: 0%

Fund size: $1.9bn

4. Represents distributions received by AGA

since15 June2015

PRIVATE EQUITY LIFECYCLE

PRIVATE EQUITY PORTFOLIO BY VINTAGE

Vintage

A 2005-2015 C 2017 E 2019 G 2021

B 2016 D 2018 F 2020

B C D E F G

9% 7% 28% 11% 17% 8% 20%

Apax Global Alpha Limited / Annual Report and Accounts 2021

INVESTMENT ACTIVITY

The Apax Funds closed 19 new investments

in 2021, with AGA investing €207.2m on a

look-through basis. Additionally, Apax X

signed one new deal, T-Mobile, which is

expected to close in 2022. New investments

were primarily in Tech & Digital and the

Services sectors, with five of the new

investments in Tech & Digital being in

theApax Digital Fund.

New investments in the Apax Funds reflect

Apax’s strategy of “mining hidden gems”,

focused on identifying opportunities to

investin “unpolished” assets in attractive

parts of the economy where, through

business improvement, the Apax Funds

areable toreap the rewards and achieve

are-rating atexit.

Turning to realisations, the Apax Funds made

15 full or significant partial exits or IPOs in the

year. This brings the share of publicly listed

companies in the Private Equity portfolio

to25% as at 31 December 2021 (15% at

31 December 2020). The majority of IPOs

inthe period were in the Tech & Digital

sector,where the Apax Funds identified an

opportunity to take advantage of high public

market valuations. Whilst an IPO is not a full

exit of a portfolio company, to date AGA has

already realised 3.0x initial costs from pre-IPO

funding rounds, primary, and secondary

sell-downs of shares in the companies in the

Private Equity portfolio that listed in 2021.

Exits, including IPOs and significant partial

exits, in the period were achieved at an

average uplift to previous Unaffected

Valuations of 50.2%. Average gross MOIC

was4.5x and gross IRR was 54.1%.

Case study - Services

New investment in American Water Resources

A good example of Apax’s “mining hidden

gems” strategy is Apax X’s investment in

business services company American Water

Resources, a provider of various warranty

protection programmes and other home

services in the US. Apax X was able to invest

inthe business at a discount to where

comparable companies are valued, in part

because of the complexity of the carveout

from American Water Resources. The

business operates in an attractive sub-sector

given its high margins, high retention rates,

high barriers to entry, and ample

opportunities for cross-sell. Working

alongside Apax’s OEP, the investment team

hasidentified significant opportunities for

business improvement in areas such as digital

acceleration to drive customer acquisitions,

margin expansion, as well as customer

services improvements through enhanced

mobile capabilities. There is also an

opportunity to grow the company through

add-on M&A. Ona look-through basis,

AGAinvested €18.6min American

WaterResources.

Portfolio review

continued

PRIVATE EQUITY

INVESTMENT

PHASE

AX, ADF II

HARVESTING

PHASE

AVIII, AEVI, AEVII

MATURITY

PHASE

AIX, AMI, ADF

23Strategic Report

TOTAL NEW INVESTMENT¹

€207.2m

TECH & DIGITAL

HEALTHCARE

SERVICES

INTERNET/CONSUMER

NEW INVESTMENTS €M

Tech & Digital 79.9

Azentio - AX

Provider of critical, vertical-specific software for customers in

banking, financial services and insurance 6.6

Comax – AMI

Provider of SaaS-based retail ERP system that primarily serves

the food retail space in Israel 1.3

Faculty – ADF

AI and machine learning specialists 1.9

Guesty – ADF & AMI

Provider of end-to-end solutions for professional hosts and

property management companies 2.0

Herjavec Group – AX

Provider of cybersecurity products and services to enterprise

organisations 8.8

Infogain - AX

Provider of human-centred digital platform engineering services 19.0

Lever - ADF

Talent acquisition suite platform 2.0

Lutech – AX

IT services, software and technology company in Italy 8.8

New Social Good Software Platform - AX

Provider of next-generation SaaS solutions to the social good

ecosystem 23.5

Revolution Prep - ADF

US provider of online academic tutoring and test preparation

services 3.6

Tide – ADF

The UK’s leading business financial platform 2.4

Services 61.9

American Water Resources - AX

US provider of affordable home protection programmes 18.6

PIB Group - AX

Insurance advisory business 19.5

SavATree - AX

Professional tree, shrub and lawn care provider 23.8

Healthcare 37. 5

Eating Recovery Center - AX

US leader in eating disorder treatment 20.1

Rodenstock - AX

Manufacturer of premium ophthalmic lenses in Germany 17.4

Internet/Consumer 27.9

Far Niente - AX

Producer of premium wines in the US 7.8

idealista - AX

Online real estate classifieds 9.9

Nulo - AX

One of the fastest growing major pet food brands in the USpet

speciality channel 10.2

GROSS MOIC² ON REALISATIONS

4.5x

TECH & DIGITAL

SERVICES

INTERNET/CONSUMER

EXITS

UPLIFT

SINCE 31

DEC 20 ³

GROSS

MOIC²

GROSS

IRR²

Tech & Digital 49.3% 5.5x 61.7%

FULL EXITS

Signavio - ADF

Next-gen business process management

software platform 2.8x 97.9%

ZAP Group - AMI

Consumer internet business in Israel 2.4x 22.5%

TietoEVRY - AVIII

Nordic IT services business 2.7x 34.1%

Zensar - AVIII

Technology services provider 1.5x 12.0%

SIGNIFICANT PARTIAL EXITS / IPOS

Duck Creek - AVIII

Provider of SaaS core system solutions for

P&C insurance carriers 6.4x 46.8%

Genius Sports - AIX

Global leader in sports data technology 3.0x 46.6%

Global-e - AMI

Leading provider of cross-border

e-commerce solutions 41.4x 191.5%

Paycor - AIX

Provider of SaaS payroll and human capital

management software to US SMEs 3.7x 51.4%

SoYoung - ADF

The largest online medical aesthetic

marketplace in China 1.6x 16.5%

Thoughtworks - AIX

Digital transformation and software

development company 12.8x 93.3%

Wizeline - ADF

Intelligent software delivery and product

company 5.6x 69.8%

Services 15.3% 1.0x 0.0%

FULL EXIT

Psagot - AEVII

One of the largest asset management

businesses in Israel 0.7x (2.7%)

SIGNIFICANT PARTIAL EXIT

Boasso Global (Quality Distribution) - AVIII

Operator of the largest bulk tank truck

network in North America 1.3x 4.8%

Internet/Consumer 83.5% 4.3x 65.8%

FULL EXITS

Boats Group - AIX

Online marketplace and provider of software

solutions for recreational marineindustry 3.9x 37.4%

SIGNIFICANT PARTIAL EXITS/IPOS

Baltic Classifieds Group - AIX

Online classifieds group in the Baltics 4.6x 95.2%

1. Represents AGA’s look-through cost to investments acquired by the Apax Funds during FY 2021

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.

3. 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 Valuation⁴

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 2021. For investments where there were subsequent

partialrealisations since December 2020, uplift was calculated by taking proceeds received in FY 2021 plus remaining fair value at 31 December 2021 compared to fair value at 31 December 2020

4. 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)

٠ ٢٠ ٤٠ ٦٠ ٨٠ ١٠٠

Apax Global Alpha Limited / Annual Report and Accounts 2021

INVESTMENT MANAGER’S REPORT CONTINUED

When ADF invested, we backed

anincredible management team,

led by CEO and co-founder Gero

Decker, in what we knew was a

standout offering in an exciting

space. The progress we’ve made

together in partnership, against

such a dynamic backdrop, is

humbling to have witnessed.

Dan O’Keefe

Managing Partner, Apax Digital

It has been a pleasure working

withGero and the whole Signavio

family; we’re thrilled by the rapid

progress we’ve made together.

Mark Beith

Partner, Apax Digital

Signavio

Supporting the continued

growth of a leading business

process intelligence company

INVESTMENT THESIS

Signavio is a leading provider of Software-as-a-Service

(“SaaS”) based business-process analysis and decision-

management software that helps companies design,

implement, analyse and manage complex processes,

decisions and workflows.

Having explored the Robotic Process Automation market

in depth, the Apax Digital Fund (“ADF”) decided that,

despite it being an interesting space, valuations had

detached from the underlying fundamentals. This led to

the team exploring derivative players which may benefit

from the growth in automation, including in process

intelligence, ADF ultimately identified Signavio as a

standout provider in this sector.

Drawing on the Apax Digital team’s deep technology

expertise and the broader Apax Funds’ experience

inscaling global software companies, ADF saw the

opportunity to back a differentiated asset with a

best-in-class product. In 2019 ADF led a successful

$177m investment round in Signavio.

VALUE CREATION HIGHLIGHTS

— The Apax Digital team worked with the company

onstrategies to attract and retain talent, with a

particular focus on critical engineering and go-to-

market (“GTM”) roles. They also helped the company

bolster its board with Jeff Barnett, a senior software

executive and former CEO of Demandware,

appointed Chairman.

— The team assisted Signavio’s sales leadership

withexpansion of channel relationships and

improvements in GTM strategy.

— The Apax Digital team and management

jointlyevaluated multiple M&A opportunities

sourcedbyADF.

— Alongside the Operational Excellence Practice

(“OEP”), the team worked closely with the company

to introduce several operational initiatives, including

optimising Signavio’s security and infrastructure

aswell as strengthening its internal HR function to

support the organisation in its next stage of growth.

REALISATION

Since the investment, Signavio experienced

continued growth despite the global Covid-19

pandemic, and made substantial progress

withits process intelligence module,

akeystrategic growth area.

In January 2021, ADF agreed,

alongside other shareholders, to sell

Signavio to the business process

intelligence unit of SAP.

Date of investment

2019

Fund

ADF

Sector

Tech & Digital

Region

Germany

Status

Realised

Website

signavio.com

2.8x

Gross MOIC

c.98%

Gross IRR

25Strategic Report

All three companies are

missiondriven and have

leadingsolutions in their

respective segments.

Thiscombination will truly

maximise their collective

impact by bringing together

world-class talent and

products. The resulting scale

and connectivity between

donors and nonprofits will help

reshape philanthropic giving.

Jason Wright

Partner, Apax

Creating a leading provider

of next-generation SaaS

solutions to the social

goodecosystem

New Social

GoodSoftware

Platform

TRANSACTION HIGHLIGHTS

— Acquisition and merger of three software companies,

creating a new social good software platform of scale

— Combined business supports a network of 650,000

nonprotfit organisations, and over 38 million donors

and volunteers, helping match non-profits seeking

more donations with individuals, foundations and

companies looking for opportunities to help

— Ties closely with Apax’s long-standing focus

onESGand impact outcomes

BACKGROUND

In 2021, Apax X acquired and merged EveryAction,

SocialSolutions and CyberGrants, three leading software

companies serving nonprofits and theirsupporters.

Apax’s focus on creating a positive impact, coupled

withthe Tech team’s deep expertise in vertical enterprise

software, uniquely positioned Apax to identify these three

leading assets in adjacent segments of the social good

software landscape.

INVESTMENT THESIS

Apax X will look to create a next-generation social

goodmarket leader and to scale the three companies’

uniqueofferings, improve their support for nonprofit

organisations, and increase the collective value

proposition for customers.

Leveraging the OEP’s know-how and experience,

theFund will work with the company to:

— Support the integration and value creation efforts,

including go-to-market strategy and execution

— Support product innovation and cross-sell

opportunities

— Accelerate growth in both software and

payment revenue

— Focus on strategic and transformative

M&A opportunities to drive industry

consolidation

Together, these three businesses

have significant scale and are well

positioned to drive innovation

andprogress in the social good

space, with the potential to

completely reshape

thesector.

Date of investment

2021

Fund

Apax X

Sector

Tech & Digital

Region

Status

Current

$200m+

Annual revenue

38m

Donors served

DERIVED INVESTMENTS PERFORMANCE (%)

0.0

15.8

Income

7.8%

Realised

gains

1.0%

Unrealised

gains

2.9%

Performance

fee

adjustment¹

6.5%

Total

return

15.8%

(2.4%)

1. Performance fee adjustment accounting for the movement in the

performance fee reserve at 31 December 2021

Apax Global Alpha Limited / Annual Report and Accounts 2021

The majority of positions in the Derived Debt

portfolio were in floating-rate securities,

which makes the portfolio well-positioned in

the event of further interest rate increases

inthe year ahead.

Derived Debt generated a Total Return of

13.4% (6.9% constant currency), and Derived

Equity achieved a Total Return of 37.5%

(30.2% constant currency) in 2021.

The Derived Debt portfolio experienced

steady operational performance from

underlying portfolio companies. LTM

EBITDAgrowth to 31 December 2021 was

22.2% compared to 26.2% at 31 December

2020. Reflecting the increased share of first

lien loans in the portfolio, the overall yield

tomaturity of the portfolio reduced to

6.2%at31 December 2021 (8.1%

at31 December2020).

The Derived Debt portfolio was primarily

invested in Tech (40%) and Healthcare

(35%)with significant exposure to the

USdollar (83%).

As at the 31 December 2021, the Derived

Equity portfolio consisted of six positions,

mainly in Services.

INVESTMENT ACTIVITY

The overall value of the Derived

Investmentsportfolio increased slightly

from€319.4m at 31 December 2020 to

€335.6m at 31 December 2021, as capital

notinvested in Private Equity was deployed

into new debt instruments. At period end, the

Derived Investments portfolio represented

25% of the total Invested Portfolio.

In managing AGA’s Derived Debt portfolio, we

focused on both absorbing capital returned

from Private Equity investments in the year,

whilst at the same time increasing the liquidity

profile of the Derived Investments portfolio

over the year. We expect additional capital

calls from the Private Equity portfolio over

thenext twelve months, mainly driven by the

investment activity of Apax X. In light of this,

we have increased the share of first lien loans

in the portfolio from 39% of Derived Debt

atthe beginning of the year to 59%

at31 December 2021.

No new investments were made in Derived

Equity, where strong public market valuations

made new investments in Derived Equity

lessattractive.

Turning to realisations, exits in Derived

Debtachieved a Gross MOIC¹ of 1.2x and

aGross IRR¹ of 10.3% in the twelve months

to31 December 2021, whilst Derived Equity

achieved a Gross MOIC¹ of 1.2x and a Gross

IRR¹ of 5.6%.

Returns in debt

underpin strong

performance

in the portfolio

DERIVED INVESTMENTS

Portfolio review

continued

HIGHLIGHTS

DERIVED INVESTMENTS

TOTAL RETURN

15.8%

DERIVED DEBT

TOTAL RETURN

13.4%

DERIVED EQUITY

TOTAL RETURN

37.5%

% OF INVESTED

PORTFOLIO

25%

TOTAL NEW INVESTMENT

€243.5m

TOTAL DIVESTED

€263.7m

PERFORMANCE HIGHLIGHTS

The Derived Investments portfolio consists of debt and equity

investments which make up 91% and 9% of AGA’s Derived

Investments portfolio, respectively.

In the twelve months to 31 December 2021, the Derived

Investments portfolio achieved a Total Return of 15.8%

(9.3%constant currency). Performance was primarily driven

by Derived Debt and also benefitted from an appreciation

ofthe US dollar against the euro during the year,

The focus in Derived Debt remained on investments in lower

risk first and second lien loans where there is a high degree of

visibility on cash flow, and in target sub-sectors where Apax

has unique insights, gained from the team’s Private Equity

investment activity.

27Strategic Report

TOTAL NEW INVESTMENT

€243.5m

TECH & DIGITAL

HEALTHCARE

SERVICES

INTERNET/CONSUMER

Derived Debt 58%

Derived Equity 0%

Derived Debt 46%

Derived Equity 0%

Derived Debt 19%

Derived Equity 0%

Derived Debt 9%

Derived Equity 0%

NEW INVESTMENTS CLOSED €M

Tech & Digital 141.2

Aptean - Second lien term loan

Provider of industry-specific ERP, supply chain and

compliance software 12.5

Astra - First lien term loan

Mission-critical software for higher education institutions to

manage the student life-cycle and data 14.0

Confluence - Second lien term loan + PIK

Web-based corporate wiki developer 21.3

HelpSystems - First lien term loan

Provider of software solutions to IT departments 20.5

Infogain - First lien term loan

Global IT service provider 13.6

Mindbody - Convertible instrument

SaaS company that provides cloud-based online scheduling

and other business management software for the wellness

services industry 8.6

Mitratech - First lien term loan + second lien term loan

Provider of end-to-end software products for legal &

compliance professionals 9.8

Precisely - First lien term loan

Provider of infrastructure of software solutions 25.4

Therapy Brands - First lien term loan + second lien term loan

Provider of fully integrated practice management and EHR

solutions for mental and behavioural health providers 12.7

ADD-ON

EverCommerce - First lien term loan

Multi-vertical portfolio of marketing business management

and customer experience software solutions 1.2

Syndigo - Second lien term loan

Provider of product content management solutions 1.6

Healthcare 33.4

AccentCare - First lien term loan

Provider of post-acute healthcare services in the US 20.6

MDVIP - Second lien term loan

National network of primary care doctors in the US 12.8

€M

Services 45.8

Hightower - Senior unsecured note

Provider of investment services 4.2

PIB Group - First lien term loan

Insurance advisory business 22.9

PSSI - First lien term loan

Provider of cleaning, sanitation, and compliance services to

food processing plants 16.6

Veritext - Second lien term loan

Court reporting company 2.1

€M

Internet/Consumer 23.1

Trade Me - Second lien term loan

Online classifieds advertising and marketplace platform in

New Zealand 23.1

TOTAL DIVESTMENTS

€263.7m

TECH & DIGITAL

HEALTHCARE

SERVICES

INTERNET/CONSUMER

Derived Debt 60%

Derived Equity 8%

Derived Debt 8%

Derived Equity 0%

Derived Debt 13%

Derived Equity 2%

Derived Debt 9%

Derived Equity 0%

EXITS

GROSS

IRR¹

GROSS

MOIC¹

Tech & Digital 11.3% 1.2x

Airtel Africa - Listed equity

Provider of telecommunications and mobile money

services in Africa 21.1% 1.5x

Astra - First lien term loan

Mission-critical software for higher education

institutions to manage the student life-cycle and

data 1.4% 1.0x

Astra - First lien term loan 10.6% 1.1x

Evercommerce - First lien term loan

Service commerce platform 5.1% 1.1x

Exact - Second lien term loan

Dutch business software market company 8.5% 1.2x

Paycor - Convertible instrument

Provider of SaaS payroll and human capital

management software to US SMEs 10.9% 1.3x

Planview - Second lien term loans

Global enterprise software company 18.2% 1.2x

PowerSchool - Second lien term loan

Provider of K-12 education technology software 7.8% 1.2x

Precisely software - First lien term loan

Provider of infrastructure of software solutions 17.2% 1.0x

Rocket Software - Second lien loan

Provider of legacy infrastructure software 8.3% 1.2x

Syncsort - Second lien term loan

Provider of infrastructure software solutions 12.2% 1.4x

TietoEVRY - Listed equity

Nordic IT services business 9.6% 1.3x

Healthcare 4.9% 1.1x

AccentCare - First lien term loan

Provider of post-acute healthcare services in the US 4.9% 1.1x

Services 5.7% 1.2x

AmeriLife - Second lien term loan

Provider of life and health insurance solutions 10.5% 1.2x

Boasso Global (Quality Distribution) - Second lien

term loan

Operator of the largest bulk tank truck network in

North America 11.8% 1.7x

Development Credit Bank - Listed equity

SME and retail focused private sector bank -13.1% 0.6x

Veritext - First lien term loan

Court reporting company 12.4% 1.0x

Internet/Consumer 14.0% 1.3x

Trade Me - Second lien term loan

Online classifieds advertising and marketplace

platform in New Zealand 14.0% 1.3x

1. Represents Gross IRR and Gross MOIC calculated based on the aggregate concurrent euro cash

flows since inception of deals fully realised during FY 2021

٠ ٢٠ ٤٠ ٦٠ ٨٠ ١٠٠

Apax Global Alpha Limited / Annual Report and Accounts 2021

Portfolio review

continued

PRIVATE EQUITY

TOP 30 PRIVATE EQUITY INVESTMENTS – AGA’S INDIRECT EXPOSURE

PORTFOLIO COMPANY SECTOR GEOGRAPHY

VALUATION

€M

% OF

TOTAL NAV

Thoughtworks Tech & Digital North America 127. 2 9%

Unilabs Healthcare Europe 68.4 5%

AssuredPartners Services North America 50.4 3%

Duck Creek Technologies Tech &Digital North America 48.3 3%

Paycor Tech &Digital North America 47.8 3%

Vyaire Medical Healthcare North America 43.1 3%

Authority Brands Services North America 43.0 3%

Trade Me Internet/Consumer Rest of World 37.2 2%

Candela Healthcare North America 37.1 2%

Cole Haan Internet/Consumer North America 34.8 2%

PIB Group Services United Kingdom 30.7 2%

Infogain Tech &Digital North America 29.2 2%

Social Good Software Platform Tech &Digital North America 27.6 2%

TOI TOI & DIXI (ADCO Group) Services Europe 27.2 2%

Safetykleen Europe Services United Kingdom 26.1 2%

Rodenstock Healthcare Europe 25.1 2%

SavATree Services North America 24.3 2%

Wehkamp Internet/Consumer Europe 23.9 2%

Fractal Analytics Tech &Digital India 22.7 2%

Baltic Classifieds Group Internet/Consumer Europe 20.8 2%

Inmarsat Tech &Digital United Kingdom 20.6 1%

Coalfire Tech &Digital North America 20.3 1%

Eating Recovery Center Healthcare North America 20.3 1%

Tosca Services Services North America 20.1 1%

American Water Resources Services North America 18.5 1%

Lexitas Services North America 18.4 1%

MyCase Tech &Digital North America 16.8 1%

Boasso Global (Quality Distribution) Services North America 15.6 1%

KAR Global Internet/Consumer North America 15.0 1%

Solita Tech &Digital Europe 14.8 1%

Total top 30 - gross values 975.3 65%

Other investments 311.8 21%

Carried interest (169.5) -11%

Capital call facilities and other (104.7) -7%

Total Private Equity 1,012.9 68%

29Strategic Report

DERIVED INVESTMENTS

TOP DERIVED INVESTMENTS HOLDINGS

INSTRUMENT SECTOR GEOGRAPHY

VALUATION

€M

% OF

TOTAL NAV

PIB Group 1L term loan Services United Kingdom 24.0 2%

Confluence PIK + 2L term loan Tech &Digital North America 22.1 1%

AccentCare 1L term loan Healthcare North America 21.9 1%

HelpSystems 1L term loan Tech &Digital North America 21.8 1%

PSSI 1L term loan Services North America 17.4 1%

Neuraxpharm 1L term loan Healthcare Europe 15.2 1%

Vyaire Medical 1L term loan Healthcare North America 14.9 1%

Infogain 1L term loan Tech &Digital North America 14.4 1%

Therapy Brands 1L + 2L term loan Tech &Digital North America 13.6 1%

Precisely 1L term loan Tech &Digital North America 13.3 1%

MDVIP 2L term loan Healthcare North America 13.3 1%

Aptean 2L term loan Tech &Digital North America 13.2 1%

WIRB-Copernicus Group 1L term loan Healthcare North America 13.0 1%

Alexander Mann Solutions 1L term loan Services United Kingdom 12.9 1%

Trade Me 2L term loan Internet/Consumer Rest of World 12.5 1%

PCI 1L term loan Healthcare North America 10.5 1%

Mitratech 1l + 2L term loan Tech &Digital North America 10.5 1%

Just Group Listed equity Services United Kingdom 10.4 1%

Mindbody Convertible debt Tech &Digital North America 8.9 1%

Navicure 1L term loan Healthcare North America 8.7 1%

Southern Veterinary Partners 2L term loan Healthcare North America 7.2 1%

Sinopharm Listed equity Healthcare China 6.8 0%

FullBeauty Equity Internet/Consumer North America 6.8 0%

Veritext 2L term loan Services North America 6.5 0%

Hightower Senior unsecured note Services North America 4.6 0%

Syndigo 2L term loan Tech &Digital North America 4.3 0%

Repco Home Finance Listed equity Services India 4.2 0%

Cengage Learning. OTC equity Other North America 2.6 0%

Answers Equity Services North America 0.1 0%

Total Derived Investments 335.6 22%

Apax Global Alpha Limited / Annual Report and Accounts 2021

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

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

specific 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 considers

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.

Specific 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.

During the previous year, the Board added

anew risk following the outbreak of the

Covid-19 pandemic globally. The Board still

considers the impact of Covid-19 on each

ofthe Company’s individual risks and as part

ofthis continued process a number of risks

were marked lower than last year as the

course and effects of the pandemic

havebecome less uncertain.

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.

HighLikelihoodLow

Low Consequence High

SB1

FR1

TRATEGIC AND BUSINESS

B1: Company performance

B2: Discount to NAV

B3: Regulatory, tax

and legislative risk

B4: COVID-19 RISK

OPERATIONAL

OP1: Continuity risk

OP2: Service provider risk

FINANCIAL AND PORTFOLIO

FR1: Liquidity risk

FR2: Currency risk

FR3: Portfolio risk

SB2

SB3

SB4

OP1

OP2

FR2 FR3

31Strategic Report

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.

Since year end there have been no emerging

risks identified, however the Board continues

to monitor the impact of inflation, geopolitical

uncertainty and other wider market

developments. In the previous year, the

Covid-19 risk was identified and as the

pandemic continues to unfold it remains

acomponent of the 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.

Strategic and Business

SB1: Company performance

SB2: Discount to NAV

SB3: Regulatory, tax

and legislative risk

SB4: Covid-19 risk

Operational

OP1: Continuity risk

OP2: Service provider risk

Financial and portfolio

FR1: Liquidity risk

FR2: Currency risk

FR3: Portfolio risk

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 risks within the Company. The principal risks identified have been

assessed based on residual likelihood and consequence and are summarised

on the heat map below:

Apax Global Alpha Limited / Annual Report and Accounts 2021

RISK MANAGEMENT FRAMEWORK CONTINUED

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

ITEM RISK CURRENT YEAR ASSESSMENT MITIGATING MEASURES

RISK

STATUS

SB1

COMPANY PERFORMANCE

The target return and target

dividend yield are based on

estimates and assumptions.

The actual rate of return

anddividend yield may

be lower than targets.

The Company’s returns have continued

toremain strong despite the continued

presence of Covid-19. The Board has

decided to maintain the dividend policy.

Total NAV Return for 2021 was 28.7% –

please refer to the portfolio review

sectionfrom page 18 for further details.

– Performance, positioning and

investment restrictions are analysed

andmonitored constantly by the

Investment Manager

– Investment performance is reviewed,

challenged, and monitored by the

BoardThe Board continues to monitor

emerging risks that may impact the

Company’s performance

SB2

DISCOUNT TO NAV

Persistent high discount to NAV

may create dissatisfaction

amongst shareholders.

The Company’s shares continued to trade

ata discount to NAV during the year, with

theaverage level of the discount somewhat

higher than in previous years. The increase is

partly attributable to broader equity market

volatility. The discount continues to be

closely monitored by the Board.

– The Board receives regular reports from

its corporate broker and the Investment

Advisor’s investor relations team on a

quarterly basis

– These reports provide insight into

shareholder sentiment, movements in

the NAV and share price discount and an

assessment of discount management

strategies if required

SB3

REGULATORY, TAX

AND LEGISLATIVE RISK

Regulatory, tax or legislative

changes may result in limitation

of marketing or force restructuring.

This includes the impact of political

issues within the UK and the UK’s

wider relationship with Europe.

There were no significant changes in

regulation or legislation that materially

impacted the Company during the year.

– Service providers have controls in

placeto monitor and review changes

thatmay impact the Company

– Professional advisors are engaged

through primary service providers,

ifrequired

SB4

COVID-19 RISK

The outbreak of the global

Covid-19 pandemic has led to

extraordinary public health

measures being taken which

havehad and continue to have,

substantial and potentially

long-lasting economic, market,

political and social effects. These

will have an impact not only on the

performance of the Company’s

investment portfolio but may

intensify the general risk

environment and heighten

strategic, financial and operational

risks to which it is already exposed.

The Company added this risk in the prior

year following the initial outbreak of the

global Covid-19 pandemic but considered

itremained applicable throughout 2021.

The Board noted that the key areas including

liquidity, fair market value of investments

and the operations of its service providers

continued to be impacted by Covid-19,

albeit, to a lesser extent given the relaxation

of government-led restrictions. The Board

continues to receive regular updates from

its key service providers, as well as the

Investment Manager and Investment

Advisor to ensure that they have been

actively monitoring and responding

toeachof these key risks.

– The Board considers the impact of

theCovid-19 crisis on the general risk

environment as well as its effect on the

strategic, financial and operational risks

identified on an ongoing basis

33Strategic Report

RISK STATUS

Increase No change Decrease

ITEM RISK CURRENT YEAR ASSESSMENT MITIGATING MEASURES

RISK

STATUS

OP1

CONTINUITY RISK

Business continuity, including that

provided by service providers, may

be impacted by a natural disaster,

cyber-attack, infrastructure

damage or other “outside” factors.

During the year, business continuity plans

remained in place at the Company’s key

service providers and the Company noted

that business continued with little disruption

despite service providers’ staff working

remotely. The pandemic has highlighted

thatservice providers have responded

welland business continuity plans have

beenappropriate andeffective.

– All key service providers have in place

business continuity procedures which

aretested on a regular basis and subject

to minimum regulatory standards in

theirjurisdictions

OP2

SERVICE PROVIDER RISK

Control failures at key service

providers may result in decreased

service quality, loss of information,

information security breach, theft

or fraud.

Control failures at key service providers

arereported and reviewed. There were

nomaterial issues identified as part of the

formal review conducted by the Board;

despite service providers enacting work-

from-home policies, business has

continuedwith little disruption.

– The Board conducts a formal review of all

key service providers on an annual basis

– All key service providers have controls

and procedures in place to mitigate risks

related to the loss of information,

security breaches, theft and fraud

FR1

LIQUIDITY RISK

Decreases in the value of

investments due to market

weakness may affect the pace

andvalue of realisations, leading

toreduced liquidity and/or ability to

maintain credit facilities and meet

covenant requirements.

The Board recognised that the liquidity risk

which was heightened in the prior year by

Covid-19 has been reduced by the increase

in investment activity in both Private Equity

and the broader financial market to heights

that surpass pre-pandemic levels. This has

returned some certainty to the value and

pace of Private Equity calls and distributions.

The Board regularly assesses liquidity in

highly stressed conditions as part of its

assessment to continue as a going concern.

Additionally, please refer to the viability

statement on page 52 for further details.

– Cash flow modelling is prepared

andtested under various stress

testscenarios

– Revolving credit facility was converted

into an evergreen structure in January

2021 and is available in the event of

substantial liquidity issues

– A higher proportion of the Derived

Debtportfolio is now invested in first lien

instruments which have better liquidity

– The Apax Funds operate capital call

facilities which provide good visibility

offuture expected calls

FR2

CURRENCY RISK

The Company has established a

global investment mandate and

hasappointed an Investment

Manager whose policy it is not

tohedge currency exposures.

Movements in exchange rates

create NAV volatility when the

valueof investments is translated

into the Company’s reporting

currency (the euro).

Appreciation of USD against the euro led

tostronger returns being reported in the

year than were achieved by the investment

portfolio in local currency terms. Please refer

to note 12 on currency risk in the financial

statements where the Company’s sensitivity

to movements in exchange rateshas

beenassessed.

– The Investment Manager operates

aninvestment framework to manage

andmonitor the investment portfolio

oftheCompany

– Currency exposure analysis and

monitoring forms part of the

investmentframework

– The Investment Manager maintains

amonitoring tool that constantly

tracksportfolio exposures

– Transparency allows investors to hedge

their own exposure as desired

FR3

PORTFOLIO RISK

Risk of error, process failure

orincorrect assumptions

leadtoincorrect valuation

ofportfolioholdings.

The majority of the Company’s assets are

inPrivate Equity, which are valued based

onNAV statements provided by the Apax

Funds. The Company’s Debt portfolio is

valued based on broker quotes and/or

models which use market inputs.

– The Investment Manager prepares

thevaluations on a quarterly basis

– The review process includes a meeting

with the Board and Investment Advisor

where the key assumptions are

challenged and explained

– Semi-annually the AGA valuations

areeither reviewed or audited by

theCompany’s auditors

Apax Global Alpha Limited / Annual Report and Accounts 2021

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 40 to 43.

PROMOTING LONG-TERM SUCCESS

As the emergence of new Covid-19 variants

continued to impact many parts of the

economy in 2021, the Board continued

tofocus on effective leadership and

riskoversight throughout the year.

Among other things, the Board undertook

adetailed review of the Company’s risk

appetite statement, the risk register, and the

internal control framework, and I am pleased

to say that your Company continued to

maintain a good level of corporate

governance in 2021.

I can also 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 8. This was also confirmed by the

external Board evaluation conducted in

2021,more details of which can be found

onpage 41.

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 investment

policy of the Company and for overseeing

the Company’s activities. Biographies of

the Board of Directors, including details

of their relevant experience and current

appointments, are available on pages 36

and 37 and the Company’s website at:

www.apaxglobalalpha.com/who-we-are/

leadership-team/board-of-directors

At 31 December 2021, the Board was

composed of 60% male and 40%

femaleDirectors.

AGM

To ensure the safety of our shareholders,

wewere again required to limit in-person

attendance to the 2021 Annual General

Meeting. Instead arrangements were made

for shareholders to dial in remotely to listen

tothe AGM. We were pleased that 99.8%

ofvotes cast in respect of the triennial

discontinuation resolution supported the

continuation of the Company in its current

form. Looking ahead to our seventh AGM

in2022. This will be held on 5 May 2022 at

3:00pm (UK time) at East Wing, Trafalgar

Court, Les Banques, St Peter Port,

Guernsey,Channel Islands, GY1 3PP.

Subject to Guernsey government guidance

inrespect of Covid-19, we hope to welcome

shareholders to attend the AGM in person.

Shareholders will also be able to dial in

remotely to listen to the AGM and can

submitquestions 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”),

will provide 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 2022

TIM BREEDON CBE

Chairman

60%

40%

Female

Male

35Governa nce

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.

BOARD DIVERSITY

MAJOR BOARD ACTIVITIES IN 2021

Major decisions taken by the Board and its Committees during 2021 included:

A detailed review of, and amendments to,

the Company’s risk appetite statement

and underlying risk register

Review of internal financial controls

Renewal of the Company’s Revolving

Credit Facility, converting the existing

facility into an evergreen structure

Review of AGA’s ESG policy and

undertaking of a new commitment to

carbon neutrality

New commitment to Apax Digital Fund II

Commitment to providing more regular

transaction updates to investors outside

of financial results

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.

Total

Board

Total Audit

Committee

TIM BREEDON

5 (5) n/a

SUSIE FARNON

5 (5) 7 (7)

CHRIS AMBLER

5 (5) 7 (7)

MIKE BANE

5 (5) 7 (7)

STEPHANIE COXON

5 (5) 7 (7)

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.

BOARD INDEPENDENCE

100%

ELECTION AND RE-ELECTION OF

DIRECTORS AT THE 2022 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 2022 AGM.

Following the successful evaluation of

theBoard (see page 41), it is proposed to

shareholders that each of Tim Breedon,

Susie Farnon, Chris Ambler, Mike Bane,

and Stephanie Coxon, be re-elected

atthe2022 AGM.

60%

40%

Female

Male

Apax Global Alpha Limited / Annual Report and Accounts 2021

AGA BOARD OF DIRECTORS

BOARD DIVERSITY

TIM BREEDON

Chairman

TENURE

6 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

TENURE

6 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:

HICL Infrastructure plc;

Real Estate Credit Investments Ltd;

and,Bailiwick Investments Limited.

Board member of The Association

ofInvestment Companies.

QUALIFICATIONS

Fellow of the Institute of Chartered

Accountants in England and Wales.

37Governance

CHRIS AMBLER

Non-Executive Director

TENURE

6 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

3 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 20 years and has served as President

of the Guernsey Society of Chartered and

Certified Accountants.

CURRENT APPOINTMENTS

Non-Executive Director of:

HICL Infrastructure plc

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

1 year, 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

QUALIFICATIONS

Fellow of the Institute of Chartered

Accountants in England and Wales.

Apax Global Alpha Limited / Annual Report and Accounts 2021

INVESTMENT MANAGER BOARD

PAUL MEADER

Director

TENURE

6 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

6 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 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

6 years, 4 months

SKILLS AND EXPERIENCE

Mark has been employed

in the wealth management

industry in both Guernsey

and London for over 22 years,

principally as an investment

manager to a number of listed

companies, open-ended

funds, and 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.

39Gove rnance

INVESTMENT ADVISOR’S AGA INVESTMENT COMMITTEE

ANDREW SILLITOE

Co-CEO | Apax Partners

Chairman of the

Investment Committee

TENURE

6 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, Allocation, and

Investment Committees.

QUALIFICATIONS

MA in Politics, Philosophy

and Economics from

Oxford University and

anMBA from INSEAD.

MITCH TRUWIT

Co-CEO | Apax Partners

TENURE

6 years, 8 months

SKILLS AND

EXPERIENCE

Mitch Truwit joined

ApaxPartners in 2006

and has been involved in

anumber of transactions

including HUB

International, Advantage

Sales and Marketing,

Bankrate, Dealer.com,

Trader Canada, Garda

and Answers.

CURRENT

APPOINTMENTS

Co-CEO of Apax and a

Partner in its Services

team. Member of the

Apax Executive,

Allocation and

Investment Committees

and a Trustee of the Apax

Foundation

QUALIFICATIONS

BA in Political Science

from Vassar College and

an MBA from Harvard

Business School.

RALF GRUSS

Partner | Apax Partners

TENURE

6 years, 8 months

SKILLS AND

EXPERIENCE

Ralf Gruss joined Apax

Partners in 2000 and is a

former member of the

Apax Partners Services

team. Ralf has been

involved in a number of

deals, including Kabel

Deutschland, LR Health

and Beauty Systems and

IFCO Systems.

CURRENT

APPOINTMENTS

Chief Operating Officer

and a Partner at Apax and

Member of the Allocation

and Credit Investment

Committees.

QUALIFICATIONS

Diploma in Industrial

Engineering and Business

Administration from the

Technical University in

Karlsruhe. He also

studied at theUniversity

of Massachusetts and

theLondon School

ofEconomics.

ROY MACKENZIE

Partner | Apax Partners

TENURE

3 years, 7 months

SKILLS AND

EXPERIENCE

Roy Mackenzie joined

Apax Partners in 2003.

He led the investments

inSophos and Exact

andwas responsible

forApax’s investment

inKing Digital

Entertainment. In

addition, Roy worked

onthe investments

inEpicor, NXP and

DuckCreek.

CURRENT

APPOINTMENTS

Partner at Apax in its

Tech team. Member of

the Apax Investment

Committees.

QUALIFICATIONS

M.Eng in Electrical

Engineering from

Imperial College,

Londonand an MBA

fromStanford Graduate

School of Business.

SALIM NATHOO

Partner | Apax Partners

TENURE

2 years, 9 months

SKILLS AND

EXPERIENCE

Salim Nathoo joined

ApaxPartners in 1999

specialising in the Tech &

Telecom space. He has

both led and participated

in a number of key deals

including ThoughtWorks,

Candela, TietoEVRY,

GlobalLogic, Sophos

andInmarsat.

CURRENT

APPOINTMENTS

Partner at Apax in its

Tech team. Member of

the Apax Investment

Committees.

QUALIFICATIONS

MA in Mathematics

fromthe University of

Cambridge and an MBA

from INSEAD.

Apax Global Alpha Limited / Annual Report and Accounts 2021

CORPORATE GOVERNANCE STATEMENT

An effective Board

Our Board is composed of highly skilled professionals

who bring a range of expertise, perspectives and

corporate experience to our boardroom (see pages

36 to 37). In accordance with the AIC Code, the role

ofthe Board is to promote the long-term sustainable

success of the Company, generate value for

shareholders and contribute to wider society.

The Board conducts regular detailed reviews of the Company’s strategy. The next strategy review

isscheduled for H2 2022 and will include high-level exploratory discussions to challenge

whether the strategy remains fit for purpose.

COMPLIANCE WITH THE AIC CODE,

THE UK CODE, AND THE GFSC CODE

Compliance with the principles and

recommendations of the AIC Code enables

the Directors to satisfy the requirement to

comply with the UK Code and the GFSC

Code where relevant.

As an externally managed investment

company the UK Code provisions relating to

the role of the Chief Executive, Executive

Directors’ remuneration, employees, and

need for an internal audit function are not

relevant to AGA and the Company has

therefore not reported further in respect of

these provisions. This position is reassessed

on an annual basis.

An external evaluation of the Board was

undertaken in 2021 which concluded that

the Board continued to display a strong

corporate governance culture and a high

degree of Board effectiveness.

Considering the nature, scale, and

complexity of the Company, AGA

hasmadecertain exceptions to

theAICCode, including:

MANAGEMENT ENGAGEMENT

COMMITTEE

AGA does not have a Management

Engagement Committee and the Board

fulfils these functions and regularly

reviews the performance of the

Investment Manager and relevant

feearrangements.

NOMINATION COMMITTEE

All duties expected of the Nomination

Committee are carried out by the Board

and the establishment of a separate

Nomination Committee is considered

tobe unnecessarily burdensome given

the scale and nature of the Company’s

activities and the current composition

ofthe Board.

REMUNERATION COMMITTEE

The Company does not have a

Remuneration Committee as it does

nothave any executive officers. The

remuneration policy states that the fees

payable to the Directors should reflect

the time they spend on the Company’s

affairs and the responsibilities they bear.

The fees should also be sufficient to

attract, retain, and motivate Directors

ofa quality required to run the Company

successfully. The Board as a whole

considers matters relating to the

Directors’ remuneration and it is satisfied

that any relevant issues that arise can be

appropriately considered by the Board or

by the Company’s shareholders at AGMs.

41Governance

RESPONSIBILITIES

THE BOARD

The Board is primarily responsible

forsetting the Group’s strategy for

delivering long-term value to our

shareholders and other stakeholders,

providing effective challenge to the

Investment Manager concerning the

execution of the strategy and ensuring

the Group maintains an effective risk

management and internal control

system.

THE INVESTMENT MANAGER

AGA has entered into an Investment

Management Agreement with AGML

to manage the investments of the

Company on a discretionary basis.

AGML is responsible for the

implementation of the investment

policyof the Company and has overall

responsibility for the management of the

assets and investments of the Company.

AGML reports to the Board at each

quarterly Board meeting regarding

theperformance of the Company’s

investment portfolio, which provides

the Board with an opportunity to review

and discuss the implementation of the

investment policy of the Company.

Inaddition, the Board attends regular

meetings with AGML in order to review

the performance of the underlying

investments and portfolio outlook.

The Board reviewed and evaluated

theperformance of AGML during the

year to 31 December 2021 and has

determined that it is in the interests

ofthe shareholders to continue

withAGML’s appointment as

Investment Manager.

Biographies of the Directors of AGML

are available on page 40 and the

Company’s website at:

www.apaxglobalalpha.com/

who-we-are/leadershipteam/

investment-manager-board-of-

directors

THE INVESTMENT ADVISOR

AND AGA INVESTMENT

COMMITTEE

AGML draws on the resources and

expertise of Apax for investment

advice through an Investment Advisory

Agreement and the AGA Investment

Committee. The AGA Investment

Committee is composed of several

senior team members from Apax.

Biographies of the members of the

AGA Investment Committee are

available on page 39 and the

Company’s website at:

www.apaxglobalalpha.com/

who-we-are/leadership-team/

the-investment-advisor

STATEMENT OF INDEPENDENCE

AGA’s Board of Directors is comprised

entirely of independent Non-Executive

Directors. As such it complies with the

AIC Code’s recommendation regarding

Board composition which sets out that,

at least half the Board of Directors of

a UK-listed company, excluding the

Chairman, should comprise Non-

Executive Directors determined by the

Board to be independent in character and

judgement and free from relationships or

circumstances that may affect, or could

appear to affect, the Directors’ judgement.

In addition to this provision, a majority of the

Board of Directors should be independent of

the Investment Manager and this was found

to be the case in the period.

Independence is determined by ensuring

that, apart from receiving fees for acting

as Directors or owning shares, Non-

Executive Directors do not have any other

material relationships with, nor derive

additional remuneration from, or as a

result of transactions with, the Company,

its promoters, its management or its

partners, which in the opinion of the Board

may affect, or could appear to affect, the

independence of their judgement. All

of AGA’s Directors are considered to be

independent of the Investment Manager.

The AIC Code also recommends

thattheChairman should meet certain

independence criteria as set out in the AIC

Code on appointment.

BOARD EVALUATION

An external evaluation of the Board was

undertaken in the period. Overall, the review

concluded that the Company has a well-

functioning and effective Board, a strong

corporate governance culture, and Directors

who are diligent and independent in their

outlook. There were a small number of

recommendations as to how the Board could

improve further the quality of its oversight of

the business of the Company and these will

be considered for implementation in 2022.

DISCLOSURE OF DIVIDEND

INFORMATION

The Company targets the payment of a

dividend equal to 5% of NAV per annum.

This dividend policy should not be taken as

an indication of the Company’s expected

future performance or results over any

period and does not constitute a profit

forecast. It is intended to be a target only

and there is no guarantee that it can or

will be achieved. Accordingly, prospective

or current investors should not place any

reliance on the target dividend payment

stated above in making an investment

decision in relation to the Company.

As a non-UK issuer, the Company does not

require approval from shareholders for the

payment of dividends in accordance with

TheCompanies (Guernsey) Law, 2008 and

the Articles of Incorporation of the Company.

However, in response to feedback from

shareholders, an ordinary resolution is

proposed at each AGM concerning approval

of the dividend policy of the Company.

EU ALTERNATIVE INVESTMENT FUND

MANAGERS DIRECTIVE (“AIFMD”)

Please refer to page 82 for further

information in respect of the AIFMD.

THE UNREGULATED COLLECTIVE

INVESTMENT SCHEMES AND CLOSE

SUBSTITUTES INSTRUMENT 2013

(“NMPI RULES”)

Information regarding the Company’s

status under the NMPI Rules is available

on its website at:

www.apaxglobalalpha.com/governance/

documents-administration

MODERN SLAVERY ACT STATEMENT

As an externally managed investment

company, the Company relies on the

adequacy of controls of the Investment

Manager (and, in turn, the Investment

Advisor) with regard to the prevention of

slavery and human trafficking, in accordance

with the UK Modern Slavery Act 2015. See

AGA’s website for more information: https://

www.apaxglobalalpha.com/site-tools/

modern-slavery-statement/

Apax Global Alpha Limited / Annual Report and Accounts 2021

CORPORATE GOVERNANCE STATEMENT CONTINUED

STAKEHOLDER ENGAGEMENT

As highlighted in the Section 172 statement

on page 8, the Company does not have any

employees and is entirely externally managed.

Therefore, the primary stakeholders consist

of the Company’s shareholders.

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 or other

investor relations events. The Chairman

holds one-to-one meetings with

shareholders, including as part of an annual

Chairman’s roadshow, and the Senior

Independent Director is available on request.

Due to restrictions relating to Covid-19 at

thestart of 2021, these meetings were

conducted virtually.

As part of the ongoing engagement, Apax

provides a comprehensive investor relations

service on behalf of AGA. The Board receives

regular reports, updates and research notes

published by financial institutions on the

Company from the investor relations team.

Shareholder views and feedback are

communicated to the Board to help develop

abalanced understanding of their issues and

concerns. In addition, the Company’s Broker,

Jefferies International, regularly presents to

the Directors at quarterly Board meetings.

Contact details for shareholder queries

canbe found on page 80 and the

Company’swebsite at:

www.apaxglobalalpha.com/contact-us

INVESTOR ENGAGEMENT ACTIVITIES DURING THE YEAR INCLUDED THE FOLLOWING:

QUARTERLY RESULTS

The Company reports formally to

shareholders four times a year, with updates

on transactions and significant events

provided on an ongoing basis. Shareholders

may obtain up-to-date information on the

Company through the Company’s website at:

www.apaxglobalalpha.com

During 2021, the Company undertook a

thorough review of its written material

and reports and, as a consequence,

refreshed the look and feel of the reports

to enable shareholders to develop a fuller

understanding of the Company’s strategy

and performance. Additionally, AGA

started publishing a quarterly factsheet,

providing investors with additional

resource and a snapshot overview

of the Company’s performance.

THE ANNUAL

GENERAL MEETING (“AGM”)

The AGM presents investors with an

opportunity to ask Board members

questions, and to cast their votes. Due

toCovid-19 the format of the 2021 AGM

changed with shareholders being able to dial

in remotely and submit questions in advance.

We expect to host the 2022 AGM in person.

See page 34

AGA WEBSITE

To give all shareholders access to the

Company’s announcements, all material

information reported via the London Stock

Exchange’s regulatory news service is

published on the Company’s website at:

www.apaxglobalalpha.com/news/rns

During 2021, the Company updated its

website to provide investors with more

detailed information on the Group’s strategy

and performance as well as making it more

accessible, with additional investor resources

such as regular transaction announcements,

case studies and sector videos.

INVESTOR MEETINGS,

PRESENTATIONS AND

CAPITAL MARKETS EVENTS

Apax maintains a comprehensive

programmeof meetings between the

seniormanagement of Apax on behalf

ofAGAand institutional investors, fund

managers, and equity analysts. In 2021 Apax

retained the services of RMS Partners to work

alongside Apax’s investor relations team and

the broker to support ongoing engagement

with existing and potential shareholders.

Due to restrictions relating to Covid-19, the

Company did not host a capital markets day in

2021 but it expects to host one in the second

quarter of 2022 and more information will be

available nearer the time.

43Governance

KEY ACTIVITIES OF THE BOARD

The Board met five times during the year. Additional meetings were

arranged as necessary for the Board to properly discharge its duties.

An overview of some of the Board’s activities is provided below.

PRINCIPAL STRATEGIC

OBJECTIVES

1 Deliver over-the-cycle net

target Total NAV Return of

12-15%, including a dividend

of 5% of NAV

2 Continue to invest in Private

Equity, providing shareholders

with exposure to the Apax

Funds for long-term growth

3 Provide balanced exposure to

Derived Investments

4 Remain fully invested

STRATEGY AND

FINANCING

— Reviewed the impact of

Covid-19 on the Company

— Regularly reviewed the

Company’s strategy and

financial position, including:

• Renewed the Company’s

Revolving Credit Facility

• Assessed and approved a

commitment of $90m to

the Apax Digital Fund II

— Reviewed and published the

Company’s Responsible

Investment policy

— Made a commitment to

offset the Company’s

carbon footprint

RISK

MANAGEMENT

— Reviewed the Company’s

riskappetite statement

andprincipal risks

— Performed a review of

theCompany’s internal

financial controls

STAKEHOLDER

ENGAGEMENT

— Virtually hosted the AGM

on4 May 2021

— Hosted a Chairman’s

roadshow following Full

YearResults in March

— Provided shareholders

withdetailed information

around the Discontinuation

Resolution put forward at

the2021 AGM

— Reviewed the Company’s

investor engagement

programme and regular

investor relations reports

GOVERNANCE

— Participated in an external

evaluation of the Board’s

effectiveness to identify

areas for improvement

andinform training plans

— Undertook a formal annual

review of key service

providers

— Received an update from

the Company Secretary on

regulatory and corporate

governance matters

JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC

BOARD

COMMITTEE

MEETINGS

KEY

ANNOUNCEMENTS

RCF

renewal

FY20

Results

• AGM

• Q1 Results

• Commitment

to ADF II

Interim

Results

Apax Global Alpha Limited / Annual Report and Accounts 2021

DIRECTORS’ DUTIES

In 2021, the Board of the Company was composed of five independent

Non-Executive Directors. The Board considers that the range and

experienceof its members is sufficient to fulfil its role effectively and

providethe required level of leadership, governance and assurance.

The terms and conditions of appointment for Non-Executive Directors are outlined in their letters of appointment, and are available for inspection

at the Company’s registered office during normal business hours and at the AGM for 15 minutes prior to and during the AGM.

ROLE ROLE OVERVIEW RESPONSIBILITIES

CHAIRMAN OF

THE BOARD OF

DIRECTORS

Tim Breedon fulfils the

role of independent

Non-Executive Chairman

of the Board of Directors.

The Chairman is responsible for the

leadership of the Board, the creation of

conditions necessary for overall Board

and individual Director effectiveness and

ensuring a sound framework of corporate

governance, which includes a channel for

shareholder communication.

— chairing the Board and general meetings of the Company,

including setting the agenda of such meetings;

— promoting the highest standards of integrity, probity and

corporate governance throughout the Company, and in

particular at Board level;

— ensuring that the Board receives accurate, timely and clear

information;

— ensuring effective engagement between the Board, the

Company’s shareholders and other key stakeholders;

— facilitating the effectiveness of the contributions and

constructive relationships between the Directors of the

Company;

— ensuring that any incoming Directors of the Company

participate in a full, formal and tailored induction programme;

and

— ensuring that the performance of the Board, its Committees

andindividual Directors are evaluated at least once a year.

CHAIRMAN OF

THE AUDIT

COMMITTEE

Susie Farnon fulfils the role

ofChairman of the Audit

Committee.

The Audit Committee is

appointed under terms of

reference from the Board

ofDirectors, available on

theCompany’s website at:

www.apaxglobalalpha.com/

investors/resultsreports-

presentations

The Chairman of the Audit Committee is

appointed by the Board of Directors. The

role and responsibility of the Chairman of

the Audit Committee is to set the agenda

for meetings of the Audit Committee

and, in doing so, take responsibility for

ensuring that the Audit Committee fulfils

its duties under its terms of reference

which include, but are not limited to,

those listed under “responsibilities”.

Overall responsibility for the Company’s

risk management and control systems

lies with the Board.

— overseeing the selection and review processes for the external

auditor, considering and making recommendations to the Board

on the appointment, reappointment and removal of the external

auditor and the remuneration of the external auditor as well as

on the annual audit plan, including all proposed materiality levels;

— reviewing in detail the content of the interim report and this

annual report, the work of the service providers in producing

them and the results of the external audit;

— reviewing the findings of the audit with the external auditor;

including a discussion of the major issues arising from the audit;

— assessing the independence and objectivity of the external

auditor on at least an annual basis, taking into consideration the

level of non-audit services;

— reviewing and considering, as appropriate, the rotation of the

external audit partner and tender of the external audit firm;

— reviewing and recommending to the Board for approval, the

audit, audit-related and non-audit fees payable to the external

auditor and approving their terms of engagement;

— reviewing the Company’s internal control and financial and

operational risk; management systems; whistleblowing;

andfraud

45Governance

ROLE ROLE OVERVIEW RESPONSIBILITIES

NON-EXECUTIVE

DIRECTORS

The Non-Executive Directors have a

responsibility to ensure that they allocate

sufficient time to the Company to

perform their responsibilities effectively.

Accordingly, Non-Executive Directors

are required to make sufficient effort to

attend Board or Committee meetings, to

disclose other significant commitments

to the Board before accepting such

commitments and to inform the

Boardofany subsequent changes.

In determining the extent to which

another commitment proposed by a

Non-Executive Director would have an

impact on their ability to sufficiently

discharge their duties to the Company,

the Board will give consideration to

theextent to which the proposed

commitment may create a conflict with:

— their time commitment to the

Company;

— a direct competitor of the Company,

the Investment Manager or the

Investment Advisor;

— a significant supplier or potential

significant supplier to the Company;

and

— the Investment Manager or other

related entity operating in

substantially the same investment

markets as the Company.

Shareholders are provided with the opportunity to re-elect the

Non-Executive Directors on an annual basis at the AGM of the

Company and to review their remuneration in doing so. The role

ofthe Non-Executive Directors includes, but is not limited to:

— constructively challenging and developing proposals

onstrategy;

— appointing service providers based on agreed goals

andobjectives;

— monitoring the performance of service providers; and

— satisfying themselves of the integrity of the financial

informationand that financial controls and systems

ofriskmanagement are robust and defensible.

SENIOR

INDEPENDENT

DIRECTOR

Susie Farnon fulfils

the role of Senior

Independent Director (“SID”).

The position of the SID provides

shareholders with someone to whom

they can turn if they have concerns which

they cannot address through the normal

channels, for example with the Chairman.

The SID is available as an intermediary

between fellow Directors and the

Chairman. The role serves as an

important check and balance in the

governance process.

The role of the SID includes, but is not limited to:

— providing a sounding board for the Chairman and serving

asanintermediary for the other Directors when necessary;

— being available to shareholders if they have concerns about

contact through the normal channel of the Chairman, or have

failed to resolve, through the normal channels, or for which

suchcontact is inappropriate;

— meeting with the other Non-Executive Directors at least

annually to appraise the Chairman’s performance and

onsuchother occasions as may be deemed appropriate;

— taking responsibility for the orderly succession process

fortheChairman, as appropriate; and

— maintaining Board and Company stability during times

ofcrisisand conflict.

Apax Global Alpha Limited / Annual Report and Accounts 2021

GOVERNANCE FRAMEWORK

GOVERNANCE SYSTEMS

The Board has considered the current

recommendations of the AIC Code and has

adopted various policies, procedures and

control systems; a summary of each of these

is available on the Company’s website at:

https://www.apaxglobalalpha.com/

governance/documents-administration/

In summary, these principally include:

— a schedule of matters reserved for the

Board which includes, but is not limited to:

• strategy and management;

• structure and capital;

• financial reporting and controls;

• internal and risk management controls;

• contracts and expenditure;

• Board membership and other

appointments;

• corporate governance matters; and

policies and codes.

— a Board management policy which

includes, but is not limited to:

• succession planning, including Board

composition and diversity guidelines;

• Director induction and training; and

• Board evaluation.

— a conflicts of interests policy;

— a disclosure panel policy;

— an anti-bribery and corruption policy;

— a share dealing code;

— an insider dealing and market abuse policy;

— a policy on the provision of non-audit

services; and

— a Responsible Investment policy

ADMINISTRATOR AND SECRETARY

The Company has appointed Aztec Financial

Services (Guernsey) Limited (“Aztec Group”)

as Administrator and Company Secretary of

the Company.

The Administrator is responsible for

theCompany’s general administrative

requirements such as the calculation of the

Net Asset Value and Net Asset Value per

share and maintenance of the Company’s

accounting and statutory records. The

Administrator may delegate certain

accounting and bookkeeping services to

Apax Partners Fund Services Limited or

othersuch parties and/or Group entities,

asdirected by the Company.

The Administrator is licensed by the GFSC

under the Protection of Investors (Bailiwick

ofGuernsey) Law to act as “designated

administrator” under that law and provide

administrative services to closed-ended

investment funds.

In fulfilling the role of Company Secretary,

Aztec Group has due regard to the provisions

of the GFSC Code and the AIC Code and

statutory requirements in this respect.

REGISTRAR

Link Asset Services (“Link”) has been

appointed as Registrar of the Company. The

Registrar is licensed by the GFSC under the

POI Law to provide registrar services to

closed-ended investment funds.

INFORMATION AND SUPPORT

The Board ensures that it receives, in a timely

manner, information of an appropriate quality

to enable it to adequately discharge its

responsibilities. Papers are provided to the

Directors in advance of the relevant Board or

Committee meeting to enable them to make

further enquiries about any matters prior to

the meeting, should they so wish. This also

allows Directors who are unable to attend to

submit views in advance of the meeting.

The Company Secretary takes responsibility

for the distribution of board papers and aims

to circulate such papers at least five working

days prior to board or committee meetings.

The Board has adopted electronic board pack

software which aids in the efficiency and

adequacy of delivery of board papers.

ONGOING CHARGES

Ongoing charges to 31 December 2021

were 1.3% (31 December 2020: 1.5%). The

Company’s ongoing charges are calculated

in line with guidance issued by the AIC.

They comprise of recurring costs such as

administration costs, management fees

paid to AGML and management fees paid

to the underlying Private Equity funds’

general partners. They specifically exclude

deal costs, taxation, financing costs,

performance fees and other non-recurring

costs. Ongoing charges is an APM, and a

reconciliation to the costs per the financial

statement can be found on page 87.

MANAGEMENT AND PERFORMANCE FEES

Management fees to 31 December 2021

represented 1.0% of NAV and performance

fees were 0.6% of NAV. Management fees

represent fees paid to both the Investment

Manager and the Apax Funds. No fees are

paid to the Investment Manager on Apax

Funds where the Company already pays a fee.

REVOLVING CREDIT FACILITY

In January 2021, AGA reached an agreement

with Credit Suisse AG, London Branch, to

amend the terms of its Revolving Credit

Facility (“RCF”). The revised agreement

converts the previous facility, which was due

to expire on 5 November 2021, to an

evergreen structure whereby either party is

required to give two years’ notice to

terminate the agreement. The amended RCF

remains undrawn at €140m and will continue

to be used for the Company’s general

corporate purposes, including short-term

financing of investments such as the

drawdown on commitments to the Apax

Funds.

KEY INFORMATION DOCUMENT

In accordance with the EU Packaged Retail

and Insurance-based Investment Products

Directive which came into effect as of

1 January 2018, AGA’s latest Key Information

Document is available on the Company’s

website at:

www.apaxglobalalpha.com/investors/

keyinformation-document-kid

BOARD ATTENDANCE

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.

ROLE

TOTAL

BOARD

TOTAL AUDIT

COMMITTEE

Tim Breedon 5 (5) N/A

Susie Farnon 5 (5) 7 (7)

Chris Ambler 5 (5) 7 (7)

Mike Bane 5 (5) 7 (7)

Stephanie Coxon 5 (5) 7 (7)

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.

FREQUENCY AND ATTENDANCE AT

BOARD AND COMMITTEE MEETINGS

The Board aims to meet formally at least four

times a year and met five times in the year

from 1 January 2021 to 31 December 2021.

The Audit Committee aims to meet formally

at least four times a year as appropriate in

terms of the financial cycle of the Company

and met seven times in the year from

1 January 2021 to 31 December 2021.

ELECTION AND RE-ELECTION OF

DIRECTORS AT THE 2022 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 2022 AGM.

Following the successful evaluation of the

Board as noted on page 41, it is proposed

toshareholders that each of Tim Breedon,

SusieFarnon, Chris Ambler, Mike Bane,

andStephanie Coxon, be re-elected

atthe2022 AGM.

IPO LOCK-UP ARRANGEMENTS

Certain existing and former Apax employees

acquired shares in the Company under a

share-for-share exchange agreement at IPO.

Those shareholders were subject to certain

lock-up arrangements in respect of the

shares issued to them for a period of

eitherfive or ten years.

The five-year lock-up period expired

on15 June 2020, and those shares are

therefore no longer subject to the lock-up

arrangements. On the sixth anniversary of

AGA’s IPO on 15 June 2021, a tranche of 20%

of the Company’s ordinary shares held by

Apax executives was released from the

10-year lock-up.

47Governance

AUDIT COMMITTEE REPORT

Integrity and

objectivity

I am pleased to present the

Audit Committee report for

2021 detailing the activities

undertaken this year to

fulfilitsresponsibilities.

SUSIE FARNON

Non-Executive Director

— reviewing in detail the content of the

interim report and this annual report, the

work of the service providers in

producing them and the results of the

external audit;

— considering those areas of judgement or

estimation arising from the application

of International Financial Reporting

Standards to the Company’s activities

and documenting the rationale for the

decisions made and estimation

techniques selected. This includes the

valuation of investments;

— keeping under review the policy on the

supply of non-audit services by the

external auditor, which has taken into

account ethical guidance and related

legislation;

— conducting an annual review of the audit

quality and performance of the external

auditor, which has included a general

review of the coordination of the

external audit function with the activities

of the Company, any appropriate internal

controls, and the suitability and

independence of the external auditor;

— keeping under review the risk review and

control framework with the assistance of

the Investment Manager and the

Company Secretary;

— meeting with the external auditor, KPMG

Channel Islands Limited (“KPMG”), to

review and discuss their independence,

objectivity and proposed scope of work

for their review of the interim report and

their audit of this annual report and

accounts; and

— meeting with the Company’s principal

service providers to review the controls

and procedures operated by them to

ensure that the Company’s operational

risks are properly managed and that its

financial reporting is complete, accurate

and reliable.

The scope of the Committee with respect

to internal control does not include controls

relating to risks arising from the Company’s

investment portfolio. Such risks are

overseen directly by the Board, which sets

policies in this area to govern the day-to-

day management of these risks by the

Investment Manager.

THE MAIN AREAS OF ACTIVITY FOR

THE AUDIT COMMITTEE HAVE BEEN:

MEMBERSHIP AND ATTENDANCE

The Audit Committee membership currently

consists of Susie Farnon, Chris Ambler, Mike

Bane, and Stephanie Coxon. A summary of

meetings held during the year and attendance

at those meetings is available on page 46.

The Chairman of the Company, Tim Breedon,

whilst not required to attend meetings of the

Audit Committee, does so on occasion,

particularly in meetings where financial

reports are reviewed.

ROLE OF THE AUDIT COMMITTEE

The Audit Committee is appointed under

terms of reference from the Board of

Directors, available on the Company’s

website at: https://www.apaxglobalalpha.com/

governance/documents-administration/

REVIEW OF AREAS FOR JUDGEMENT

ORESTIMATION

The Audit Committee has determined

that the key area for judgement and

estimation is the fair value of the Company’s

investment portfolio. For investments

not traded in an active market, the fair

value is determined by using valuation

techniques and methodologies, as

deemed appropriate by the Investment

Manager. These assumptions may give

rise to valuations that differ from amounts

realised in the future. The Audit Committee

has also considered the calculation of the

performance fee to be an area of judgement

given the complexity of the calculation.

Apax Global Alpha Limited / Annual Report and Accounts 2021

AUDIT COMMITTEE REPORT CONTINUED

Further details and considerations of

the Committee are set out below.

VALUATION OF INVESTMENTS

The valuation of investments is a

significant area of judgement in the

preparation of the financial statements

and performance reporting and

represents a particular focus for the

AuditCommittee. The Audit Committee

is satisfied that it is reasonable overall and

has been prepared in accordance with the

Company’s stated accounting policies.

The majority of Derived Equity Investments

held by the Company, and certain investments

underlying the Company’s Private Equity

positions, are quoted and have a ready

market, leaving the focus of the Audit

Committee on the other Private Equity and

Derived Debt Investments which are illiquid

and valued lesseasily.

At each quarterly valuation point, and

particularly at the year end, members of the

Audit Committee reviewed the detailed

valuation schedules prepared by the

Investment Manager.

Discussions were also held with the

Investment Manager, Investment Advisor and

the external auditor (in respect of the interim

and year end valuations only). The aim of

these reviews and discussions was to ensure,

as far as possible, that the valuations were

prepared in line with the valuation process

and methodology set out in the Company’s

accounting policies. No material

discrepancies were identified.

The valuation of the Derived Investments

andPrivate Equity has been reviewed by the

external auditor who has reported to the

Committee and the Board on whether,

intheiropinion, the valuations used are

reasonable and in accordance with the

statedaccounting policies.

PERFORMANCE FEE

The basis for calculation of the performance

fee due to the Investment Manager is

summarised in the notes to the financial

statements. Although this fee may not always

be material to the financial performance or

position of the Company, it is payable to the

Investment Manager, and therefore the Audit

Committee considers it important by nature.

The Audit Committee generally commissions

a specific report on the calculation of the fee

prior to payment. At 31 December 2021, a

performance fee of €8.4m was payable.

EXTERNAL AUDIT

KPMG has been the Company’s external

auditor since 2015. During the year, and up to

the date of this report, the Audit Committee

has met formally with KPMG on 4 occasions

and, in addition, the Chairman and other

members of the Audit Committee met them

informally on a number of occasions during

the period. These informal meetings have

been held to ensure the Audit Committee is

kept up to date with the progress of their work

and that their formal reporting meets the

Audit Committee’s needs.

The formal meetings included detailed

reviews of the proposed scope of the work

to be performed by the auditor in their

review of the Company’s report for the

period to 30 June 2021 and in their audit

for the year ended 31 December 2021.

They also included detailed reviews of

the results of this work, their findings and

observations. I am pleased to report that

there are no matters arising that should be

brought to the attention of shareholders.

The Audit Committee has also reviewed

KPMG’s report on their own independence

and objectivity, including their team structure

for the audit of the Company and of the

underlying Apax Funds, and the level of

non-audit services provided by them. In

addition, the Audit Committee assessed the

audit quality and effectiveness of KPMG as

the Company’s external auditor.

The Company has a policy in place to ensure

the independence and integrity of the

external auditor, where non-audit services are

to be provided by them. In the first instance,

all non-audit services require pre-approval

of the Chairman of the Audit Committee

and/or the Chairman of the Board. Full

consideration of the financial and other

implications on the independence of the

auditor arising from any such engagement

are considered before proceeding. Note

6 of the financial statements includes

a summary of fees paid to KPMG.

The Audit Committee has concluded that

KPMG are independent and objective, carry

out their work to a high standard and provide

concise and useful reporting. Accordingly, the

Audit Committee has recommended tothe

Board that KPMG be put forward to

shareholders for reappointment at the next

AGM.

RISK MANAGEMENT, INTERNAL

CONTROLS AND CORPORATE RISKS

An outline of the risk management

framework and principal risks is

providedonpages 30 to 33.

The Audit Committee has kept, and

continues to keep, under review financial

risks, operational risks and emerging risks,

which includes reviewing and obtaining

assurances from key service providers in

respect of the controls for which they are

responsible. The Audit Committee has not

identified any areas of concern as a result.

SERVICE PROVIDERS

The Audit Committee has met regularly with

the key service providers (besides KPMG)

involved in the preparation of the Company’s

reporting to its shareholders and in the

operation of controls on its behalf, the

Administrator and sub-Administrator, both

ofwhom have attended each formal Audit

Committee meeting as well as other informal

meetings. Through these meetings,

supported by review and challenge of

supporting documentation, the Audit

Committee has satisfied itself, as far as is

possible in the circumstances of a Company

with outsourced functions, that financial and

operational risks facing the Company are

appropriately managed and controlled.

ADJUSTED AND UNADJUSTED

DIFFERENCES IN THE FINANCIAL

STATEMENTS

The external auditor, KPMG, has reported

tothe Audit Committee that they found no

reportable differences during the course of

their audit work.

WHISTLEBLOWING

The Company does not have any

employeesEach of the service providers

haswhistleblowing policies in place.

ANTI-BRIBERY AND CORRUPTION

The Company has a zero tolerance approach

to bribery and corruption, in line with the UK

Bribery Act 2010. An anti-bribery and

corruption policy has been adopted

andiskept under review.

ANNUAL REPORT

The Audit Committee members have each

reviewed this annual report and earlier drafts

of it in detail, comparing its content with their

own knowledge of the Company, reporting

requirements and shareholder expectations.

Formal meetings of the Audit Committee

have also reviewed the report and its content

and have received reports and explanations

from the Company’s service providers about

the content and the financial results.

The Audit Committee has concluded that

theannual report, taken as a whole, is fair,

balanced and understandable, and that the

Board can reasonably and with justification

make the statement of Directors’

responsibilities on page 53.

OBJECTIVES FOR 2022

— Keep under review

the risk governance

framework

— Keep under review

theexternal auditor’s

services

49Governance

Directors are remunerated in theformoffixedfees.

Provisions relating to Executive Directors’ remuneration are not deemed relevant to

AGA,being an externally managed investment company with a Board comprised

whollyofNon-Executive Directors.

In particular, the Company’s day-to-day management and administrative functions

are outsourced to third parties. As a result, the Company has no Executive Directors,

employees, or internal operations. The Company has therefore not reported further

inrespect of these provisions.

DIRECTORS’ FEES AND EXPENSES FOR THE YEAR TO 31 DECEMBER 2021

DIRECTOR

FEES

(GBP)

EXPENSES

(GBP)

FEES

(EUR)

EXPENSES

(EUR)

Tim Breedon 125,000 157 146,379 187

Susie Farnon 55,000 – 64,407 –

Chris Ambler 45,000 176 52,696 209

Mike Bane 45,000 – 52,696 –

Stephanie Coxon 45,000 – 52,696 –

Total 315,000 333 368,874 396

DIRECTORS’ HOLDINGS AT 31 DECEMBER 2021

DIRECTOR CLASS OF SHARE

HELD

VOTING RIGHTS % OF VOTING RIGHTS

DIRECT INDIRECT DIRECT INDIRECT

Tim Breedon Ordinary shares of NPV¹ 70,000 70,000 – 0.014% 0.000%

Susie Farnon Ordinary shares of NPV¹ 43,600 43,600 – 0.009% 0.000%

Chris Ambler Ordinary shares of NPV¹ 27,191 27,191 – 0.006% 0.000%

Mike Bane Ordinary shares of NPV¹ 18,749 18,749 – 0.004% 0.000%

Stephanie Coxon Ordinary shares of NPV¹ 10,000 10,000 – 0.002% 0.000%

1. No par value

The Directors are entitled to be reasonably

reimbursed for expenses incurred in the

exercise of their duties as Directors. The

Board currently comprises five Directors

following the appointment of Stephanie

Coxon in 2020. This appointment took the

Company to the limit of the aggregate

remuneration fee cap specified in the

Company’s Articles despite there having

been no change to individual Directors’

feessince IPO. Although there is no

currentintention to increase fees payable

toDirectors, the Company is seeking

shareholder approval to increase

theremuneration cap by £80,000 to

£395,000 in order toprovide flexibility as

itcommences planning for the retirement

ofseveral long-standing members of the

Board overthe coming years.

Expenses paid to the Directors in the

periodare listed in the table below.

REMUNERATION REPORT

The Directors who served in the period

from1 January 2021 to 31 December 2021

received the fees detailed in the table below.

No taxable benefits were paid to Directors in

respect of this period and no remuneration

above that was paid to the Directors

for their services. Remuneration paid

reflects the duties and responsibilities

of the Directors and the value of their

time. No element of the Directors’

remuneration is performance related.

DIRECTORS’ FEES AND EXPENSES

Fees are pro-rated where an appointment

takes place during a financial year. None of

the fees disclosed below were payable to

thirdparties by the Company. Chris Ambler

isobliged to pay 20% of the fee he receives

from the Company for his services as a

Non-Executive Director to a third party,

beingthe company to which he is

appointedas an Executive Director.

DIRECTORS’ REMUNERATION REPORT

Apax Global Alpha Limited / Annual Report and Accounts 2021

DIRECTORS’ REPORT

The Directors submit

their annual report

together with the

audited financial

statements of

theCompany for

theyear ended

31 December 2021.

The Company’s registered office and

principal place of business is East Wing,

Trafalgar Court, Les Banques, St Peter Port,

Guernsey GY1 3PP.

LISTING ON THE LONDON STOCK

EXCHANGE

On 15 June 2015, the entire issued ordinary

share capital of the Company was admitted

to the Premium Listing segment of the

Official List of the Financial Conduct

Authority and to unconditional trading on

theLondon Stock Exchange’s Main Market

forlisted securities.

DIVIDEND

The Directors have approved a dividend of

6.36 pence per share as a final dividend in

respect of the financial period ended

31 December 2021 (2020: 5.28 pence).

Aninterim dividend of 5.97 pence was paid

on17 September 2021 (2020: 4.87 pence).

BOARD OF DIRECTORS

Biographies of the Board of Directors,

including details of their relevant experience,

are available on the Company’s website at:

www.apaxglobalalpha.com/who-we-are/

leadership-team/board-of-directors

The Non-Executive Directors do not have

service agreements.

POWER OF DIRECTORS

The business of the Company is managed

by the Directors who may exercise all the

powers of the Company, subject to any

relevant legislation, any directions given

by the Company by passing a special

resolution and to the Company’s Articles

of Incorporation (the “Articles”). The

Articles, for example, contain specific

provisions concerning the Company’s

power to borrow money and issue shares.

APPOINTMENT AND REMOVAL OF

DIRECTORS

Rules relating to the appointment and

removal of the Directors are contained within

the Company’s Articles of Incorporation,

which can be found in full on the Company’s

website at:

https://www.apaxglobalalpha.com/

governance/documents-administration/

AMENDMENT OF ARTICLES OF

INCORPORATION

The Company may only make amendments

to the Articles of Incorporation of the

Company by way of special resolution

oftheshareholders, in accordance with

TheCompanies (Guernsey) Law, 2008,

asamended.

EMPLOYEES

The Company does not have any direct

employees.

POLITICAL DONATIONS AND

EXPENDITURE

The Company has made no political

donations in the period since incorporation

orsince admission.

SHARE CAPITAL

As at the date of this report, the Company

had an issued share capital of €873.8m. The

rights attaching to the shares are set out

in the Articles of Incorporation. There are

no restrictions on the transfer of ordinary

shares in the capital of the Company other

than those which may be imposed by law

from time to time. There are no special

control rights in relation to the Company’s

shares and the Company is not aware

of any agreements between holders of

securities that may result in restrictions on

the transfer of securities or on voting rights,

except for the lock-ups agreed at the time

of admission as set out in the prospectus. In

accordance with the Disclosure Guidance

and Transparency Rules, Board members

and certain employees of the Company’s

service providers are required to seek

approval to deal in the Company’s shares.

ALLOTMENT OF SHARES AND PRE-

EMPTION RIGHTS

Details of the Company’s ability to allot shares

and pre-emption rights are included in the

Articles of Incorporation.

VOTING RIGHTS

In a general meeting of the Company, on a

show of hands, every member who is present

in person or by proxy and entitled to vote shall

have one vote. On a poll, every member who

is present in person or by proxy shall have

onevote for every share of which they

aretheholder.

RESTRICTIONS ON VOTING

Unless the Directors otherwise determine,

ashareholder shall not be entitled to vote

either personally or by proxy:

— if any call or other sum currently payable

tothe Company in respect of that share

remains unpaid; or

— having been duly served with a notice

requiring the disclosure of a member’s

interests given under article 10 of the

Articles of Incorporation of the Company,

and has failed to do so within 14 days,

inacase where the shares in question

represent at least 0.25% of the number

ofshares in issue of the class of shares

concerned, or within 28 days, in any other

case, from the date of such notice.

DIRECTORS’ INTEREST IN SHARES

The Directors’ share interests in the

Company are detailed on the prior page.

MATERIAL INTERESTS IN SHARES

The Company has been notified in

accordance with DTR 5 of the Disclosure

Guidance and Transparency Rules of the

interests in its issued ordinary shares as at

31 December 2021 detailed in the table on

page 51.

SIGNIFICANT AGREEMENTS

The following agreements are considered

significant to the Company:

— AGML as Investment Manager under the

terms of the Investment Management

Agreement;

— Aztec Group as Administrator, Company

Secretary and Depositary under the

Administration Agreement and

Depositary Agreement;

— Link as Registrar under the Registration

Agreement;

— Jefferies International as corporate

broker; and

— KPMG as appointed external auditor.

COMPENSATION FOR LOSS OF OFFICE

There are no agreements between the

Company and its Directors providing for

compensation for loss of office that occurs

because of a change of control.

DISCLOSURES REQUIRED UNDER

LISTING RULE 9.8 4R

There are no disclosures required under

Listing Rule section 9.8.4R.

EVENTS AFTER THE REPORTING PERIOD

The Audit Committee noted that there was

one post-balance sheet events:

— on 2 March 2021, the Board of Directors

announced a dividend of 6.36 pence per

share in respect of the financial period

ended 31 December 2021.

51Governance

GOING CONCERN

After making enquiries and given the nature

of the Company and its investments, the

Directors, after due consideration, conclude

that the Company should be able to continue

for the foreseeable future.

In reaching this conclusion, the Board is

mindful of the nature of the Company’s

assets and ability to meet its liabilities as

theyfall due. Further details of the Board’s

considerations in relation to going concern

are set out in note 2 to the financial

statements.

Accordingly, they are satisfied that it is

appropriate to adopt the going concern basis

in preparing these financial statements.

DISCLOSURE OF INFORMATION TO THE

AUDITOR

Having made enquiries of fellow Directors

and key service providers, each of the

Directors confirms that:

— to the best of their knowledge and belief,

there is no relevant audit information of

which the Company’s auditor is unaware;

and

— they have taken all the steps a Director

might reasonably be expected to have

taken to be aware of relevant audit

information and to establish that

theCompany’s auditor is aware

ofthatinformation.

REAPPOINTMENT OF AUDITOR

Resolutions for the reappointment of KPMG

Channel Islands Limited as the auditor of the

Company and to authorise the Directors to

determine its remuneration are to be

proposed at the next AGM.

AGM

The next AGM will be held on 5 May 2022 at

3:00pm (UK time) at East Wing, Trafalgar

Court, Les Banques, St Peter Port,

Guernsey,Channel Islands GY1 3PP.

The notice, agenda and form of proxy will

becirculated to shareholders at least 21

working days prior to the AGM and will be

made available on the UK National Storage

Mechanism and the Company’s website at:

www.apaxglobalalpha.com/investors/

results-reportspresentations

Subject to Guernsey government guidance

inrespect of Covid-19, we hope to welcome

shareholders to attend the AGM in person.

Shareholders will also be able to dial in

remotely to listen to the AGM and can

submitquestions in advance to the

CompanySecretary by email at:

AGA-admin@aztecgroup.co.uk

The Directors’ report has been approved

bythe Board and is signed on its behalf by:

TIM BREEDON CBE

Chairman

1 March 2022

TABLE OF SHAREHOLDERS OVER 5% AT 31 DECEMBER 2021¹

SHAREHOLDER CLASS OF SHARE

HELD

VOTING RIGHTS % OF VOTING RIGHTS

DIRECT INDIRECT DIRECT INDIRECT THRESHOLD

Witan

Investment Trust

Ordinary

shares of NPV² 30,400,000 30,400,000 – 6.2% – 5%

Berlinetta Limited

Ordinary

shares of NPV² 28,974,827 28,974,827 – 5.9% – 5%

1. The figures shown above reflect the position of the shareholders as most recently disclosed to and by the Company pursuant to DTR 5.1 (Notification of the acquisition or disposal of major

shareholdings) and may not reflect the actual or current position of the shareholders as at the date of this report

2. No par value

Apax Global Alpha Limited / Annual Report and Accounts 2021

VIABILITY STATEMENT

As stated on page 2 the investment objective

of the Company is to provide shareholders

with capital appreciation from its investment

portfolio and regular dividends. The

Company’s investment performance

depends upon the performance of its

portfolio of Private Equity and Derived

Investments. The Directors, in assessing the

viability of the Company, have paid particular

attention to the risks faced by the Company

in seeking to achieve its stated objectives.

The principal risks are set out on pages 31

to33. The Board has established a risk

management framework within which the

Investment Manager operates and which is

intended to identify, measure, monitor, report

and, where appropriate, mitigate the risks to

the Company’s investment objective.

The Directors confirm that their assessment

of the emerging and principal risks facing

the Company was robust and in doing so

they have considered models projecting

future cash flows during the three years

to 31 December 2024. These models

have also been stress tested to reflect the

impact on the portfolio of some severe

but plausible scenarios similar to those

experienced by investment markets

recently and historically. The projections

consider cash balances, covenants, limits,

the split of the investment portfolio, and

commitments to existing and future Apax

Funds. The stress testing examines the

potential impact of the key principal risks

occurring individually and together.

These projections are based on the

Investment Manager’s expectations of future

investment performance, income and costs.

The viability assessment covers a period of

three years, which reflects the average

holding period of Derived Investments and

the expected period between the launch of

new buyout funds by Apax Partners.

The Company also has access to a significant

credit facility to enable it to manage cash

demands without resorting to urgent sales

ofits less liquid portfolio assets; As at

31 December the RCF was undrawn.

Diversification of the portfolio, split between

Private Equity and Derived Investments, also

helps the Company withstand risks it is most

likely to meet.

The continuation of the Company in its

present form is dependent on the Investment

Management Agreement (“IMA”) with the

Investment Manager remaining in place.

TheDirectors note that the IMA with the

Investment Manager is terminable with a

minimum of one year’s notice by either party.

The Directors have no current reason to

assume that either the Company or the

Investment Manager would serve notice of

termination of the IMA during the three-year

period covered by this viability statement.

The initial term of the IMA was six years and it

was automatically renewed on 15 June 2021

for another six years.

The Articles require that the Directors put a

discontinuation resolution to the AGM every

three years, and a resolution was put forward

at the 2021 AGM. The Directors were pleased

with the result of the 2021 resolution, where

99.8% of votes cast supported a continuation

of the Company.

The Directors, having duly considered the

risks facing the Company, their mitigation and

the cash flow modelling, have a reasonable

expectation that the Company will be able to

continue in operation and meet its liabilities

as they fall due over the three-year period of

their assessment. For more information on

how AGA is satisfied with its ability to operate

as a going concern, see page 62.

53Governance

STATEMENT OF DIRECTORS’ RESPONSIBILITIES

ANNUAL REPORT AND

FINANCIALSTATEMENTS

The Directors are responsible for preparing

the annual report and financial statements

inaccordance with applicable law

andregulations.

Company Law requires the Directors to

prepare financial statements for each

financial year. Under that law they are required

to prepare financial statements that show a

true and fair view. The Directors have chosen

to prepare the financial statements in

accordance with International Financial

Reporting Standards (“IFRS”) as adopted

bythe EU to meet the requirements of

applicable law and regulations.

Under Company Law, the Directors must not

approve the financial statements unless they

are satisfied that they give a true and fair view

of the state of affairs of the Company and of

the profit or loss of the Company for that

period. In preparing these financial

statements, the Directors are required to:

— select suitable accounting policies and

apply them consistently;

— make judgements and estimates that

arereasonable, relevant and reliable;

— state whether applicable accounting

standards have been followed, subject

toany material departures disclosed

andexplained in the financial statements;

— assess the Company’s ability to continue

as a going concern, disclosing, as

applicable, matters related to going

concern; and

— use the going concern basis of accounting

unless they either intend to liquidate the

Company or to cease operations, or have

no realistic alternative but to do so.

The Directors are responsible for keeping

proper accounting records, that are sufficient

to show and explain the Company’s

transactions and disclose with reasonable

accuracy at any time the financial position of

the Company and to enable them to ensure

that the financial statements comply with

theCompanies (Guernsey) Law, 2008 (as

amended). They are responsible for such

internal control as they determine is

necessary to enable the preparation of

financial statements that are free from

material misstatement, whether due to fraud

or error. They have general responsibility for

taking such steps as are reasonably open

tothem to safeguard the assets of the

Company and to prevent and detect

fraudand other irregularities.

The Directors are responsible for the

maintenance and integrity of the corporate

and financial information included on the

Company’s website. Legislation in Guernsey

governing the preparation and dissemination

of financial statements may differ from

legislation in other jurisdictions.

RESPONSIBILITY STATEMENT

OFTHEDIRECTORS IN RESPECT

OFTHEANNUALFINANCIAL REPORT

The annual report and financial statements

are the responsibility of, and have been

approved by the Directors who confirm,

tothe best of their knowledge and belief,

thatthey have complied with the above

requirements in preparing the

financialstatements.

During the course of this assessment,

theDirectors have received input from the

AuditCommittee, the Investment Manager,

the Investment Advisor, the Company

Secretary and Administrator, and the

Directors confirm that:

— the annual report includes a fair review of

the development and performance of the

business and the position of the Company,

together with a description of the principal

risks and uncertainties that the Company

faces;

— the financial statements, prepared in

accordance with IFRS adopted by the EU,

give a true and fair view of the assets,

liabilities, financial position and results

ofthe Company, taken as a whole, as

required by DTR 4.1.6, and are in

compliance with the requirements set

outin the Companies (Guernsey) Law

2008 (as amended); and

— the annual report and financial

statements, taken as a whole, provide

theinformation necessary to assess the

Company’s position and performance,

business model and strategy, and is fair,

balanced and understandable.

Signed on behalf of the Board of Directors

TIM BREEDON CBE

Chairman

1 March 2022

SUSIE FARNON

Audit Committee Chairman

1 March 2022

Apax Global Alpha Limited / Annual Report and Accounts 2021

OUR OPINION IS UNMODIFIED

We have audited the financial statements of Apax Global Alpha Limited (the “Company”), which comprise the statement of financial position as at

31 December 2021, the statements of profit or loss and other comprehensive income, changes in equity and cash flows for the year then ended,

andnotes, comprising significant accounting policies and other explanatory information.

In our opinion, the accompanying financial statements:

– give a true and fair view of the financial position of the Company as at 31 December 2021, and of the Company’s financial performance and cash

flows for the year then ended;

– are prepared in accordance with International Financial Reporting Standards as adopted by the EU; and

– comply with the Companies (Guernsey) Law, 2008.

BASIS FOR OPINION

We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities

are described below. We have fulfilled our ethical responsibilities under, and are independent of the Company in accordance with, UK ethical

requirements including the FRC Ethical Standard as required by the Crown Dependencies’ Audit Rules and Guidance. We believe that the audit

evidence we have obtained is a sufficient and appropriate basis for our opinion.

KEY AUDIT MATTERS: OUR ASSESSMENT OF THE RISKS OF MATERIAL MISSTATEMENT

Key audit matters are those matters that, in our professional judgment, were of most significance in the audit of the financial statements and include

the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us, including those which had the greatest

effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were

addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate

opinion on these matters. In arriving at our audit opinion above, the key audit matter was as follows (unchanged from 2020):

THE RISK OUR RESPONSE

VALUATION OF FINANCIAL ASSETS

AND LIABILITIES HELD AT FAIR

VALUE THROUGH PROFIT OR LOSS

(“INVESTMENTS”)

Financial assets - €1,349,477,000;

Financial liabilities - (€1,067,000)

(2020 Financial assets - €1,107,723,000)

(2020 Financial liabilities - €nil)

Refer to page 48 of the Audit Committee

Report, note 3 (Subsequent measurement

of financial instruments), note 4 (Critical

accounting estimates and judgements),

note 8 (Investments) and note 13 (Fair value

estimation).

BASIS:

As at 31 December 2021, the Company had

invested the equivalent of 90% of its net

assets in private equity funds advised by the

Company’s Investment Advisor (“Private

Equity Investments”) and in equities and debt

in public and private companies (“Derived

Investments”).

The Company’s holdings in Private

Equity Investments (representing 75% of

Investments) are valued based on the net

asset values provided by the underlying funds’

general partners, adjusted if considered

necessary by the Board of Directors, including

any adjustment necessary for carried interest.

The Company’s holdings in quoted equities

(representing 2% of Investments) are valued

based on the bid or last traded price depending

upon the convention of the exchange on which

the investment is quoted.

The Company’s holdings in unquoted debt and

equities (representing 23% of Investments) are

valued based on models that take into account

the factors relevant to each investment and

use relevant third party market data where

available

RISK:

The valuation of the Company’s Investments is

considered a significant area of our audit, given

that it represents the majority of the net assets

of the Company and in view of the significance

of estimates and judgements that may be

involved in the determination of fair value.

Our audit procedures included:

INTERNAL CONTROLS:

We assessed the design and implementation

of the Investment Manager’s review control in

relation to the valuation of Investments.

CHALLENGING MANAGEMENTS’

ASSUMPTIONS AND INPUTS INCLUDING

USE OF KPMG VALUATION SPECIALISTS:

For Private Equity Investments, we agreed the

fair values to capital accounts or other similar

statements (“Statements”) received from the

underlying funds’ general partners. For the

majority of Private Equity Investments, we

obtained the coterminous audited financial

statements and agreed the audited net asset

value to the Statements. In order to assess

whether the fair value required adjustment, we

considered: the basis of preparation together

with accounting policies applied; and whether

the audit opinion was modified.

For Derived Investments, we used our own

valuation specialist to independently price 100%

of quoted equities and 97% of unquoted debt

based on third party data sources.

ASSESSING DISCLOSURES:

We also considered the Company’s disclosures

(see note 4) in relation to the use of estimates

and judgements regarding the fair value of

investments and the Company’s investment

valuation policies adopted and fair value

disclosures in note 3, note 8 and note 13

for compliance with International Financial

Reporting Standards as adopted by the EU.

INDEPENDENT AUDITOR’S REPORT

to the members of Apax Global Alpha Limited

Financial statements

OUR APPLICATION OF MATERIALITY AND AN OVERVIEW OF THE SCOPE OF OUR AUDIT

Materiality for the financial statements as a whole was set at €27,700,000, determined with reference to a benchmark of net assets of

€1,490,067,000, of which it represents approximately 2% (2020: 2%).

In line with our audit methodology, our procedures on individual account balances and disclosures were performed to a lower threshold, performance

materiality, so as to reduce to an acceptable level the risk that individually immaterial misstatements in individual account balances add up to a

material amount across the financial statements as a whole. Performance materiality for the Company was set at 75% (2020: 75%) of materiality

for the financial statements as a whole, which equates to €20,700,000. We applied this percentage in our determination of performance materiality

because we did not identify any factors indicating an elevated level of risk.

We reported to the Audit Committee any corrected or uncorrected identified misstatements exceeding €1,300,000, in addition to other identified

misstatements that warranted reporting on qualitative grounds.

Our audit of the Company was undertaken to the materiality level specified above, which has informed our identification of significant risks of material

misstatement and the associated audit procedures performed in those areas as detailed above.

GOING CONCERN

The directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Company or to cease its

operations, and as they have concluded that the Company’s financial position means that this is realistic. They have also concluded that there are no

material uncertainties that could have cast significant doubt over its ability to continue as a going concern for at least a year from the date of approval

of the financial statements (the “going concern period”).

In our evaluation of the directors’ conclusions, we considered the inherent risks to the Company’s business model and analysed how those risks

might affect the Company’s financial resources or ability to continue operations over the going concern period. The risks that we considered most

likely to affect the Company’s financial resources or ability to continue operations over this period were:

– availability of capital to meet operating costs and other financial commitments; and

– the recoverability of financial assets subject to credit risk

We considered whether these risks could plausibly affect the liquidity in the going concern period by comparing severe, but plausible downside

scenarios that could arise from these risks individually and collectively against the level of available financial resources indicated by the Company’s

financial forecasts.

We considered whether the going concern disclosure in note 2 to the financial statements gives a full and accurate description of the directors’

assessment of going concern.

Our conclusions based on this work:

– we consider that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate;

– we have not identified, and concur with the directors’ assessment that there is not, a material uncertainty related to events or conditions that,

individually or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for the going concern period; and

– we have nothing material to add or draw attention to in relation to the directors’ statement in the notes to the financial statements on the use of

the going concern basis of accounting with no material uncertainties that may cast significant doubt over the Company’s use of that basis for the

going concern period, and that statement is materially consistent with the financial statements and our audit knowledge.

However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with

judgements that were reasonable at the time they were made, the above conclusions are not a guarantee that the Company will continue

inoperation.

FRAUD AND BREACHES OF LAWS AND REGULATIONS – ABILITY TO DETECT

IDENTIFYING AND RESPONDING TO RISKS OF MATERIAL MISSTATEMENT DUE TO FRAUD

To identify risks of material misstatement due to fraud (“fraud risks”) we assessed events or conditions that could indicate an incentive or pressure

tocommit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included:

– enquiring of management as to the Company’s policies and procedures to prevent and detect fraud as well as enquiring whether management

have knowledge of any actual, suspected or alleged fraud;

– reading minutes of meetings of those charged with governance; and

– using analytical procedures to identify any unusual or unexpected relationships.

Apax Global Alpha Limited / Annual Report and Accounts 2021

As required by auditing standards, we perform procedures to address the risk of management override of controls, in particular the risk that

management may be in a position to make inappropriate accounting entries. On this audit we do not believe there is a fraud risk related to revenue

recognition because the Company’s revenue streams are simple in nature with respect to accounting policy choice, and are easily verifiable to

external data sources or agreements with little or no requirement for estimation from management. We did not identify any additional fraud risks.

We performed procedures including:

– identifying journal entries and other adjustments to test based on risk criteria and comparing any identified entries to supporting documentation;

and

– incorporating an element of unpredictability in our audit procedures.

IDENTIFYING AND RESPONDING TO RISKS OF MATERIAL MISSTATEMENT DUE TO NON-COMPLIANCE WITH LAWS AND REGULATIONS

We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our sector

experience and through discussion with management (as required by auditing standards), and from inspection of the Company’s regulatory and

legal correspondence, if any, and discussed with management the policies and procedures regarding compliance with laws and regulations. As the

Company is regulated, our assessment of risks involved gaining an understanding of the control environment including the entity’s procedures for

complying with regulatory requirements.

The Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation and taxation

legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement

items.

The Company is subject to other laws and regulations where the consequences of non-compliance could have a material effect on amounts or

disclosures in the financial statements, for instance through the imposition of fines or litigation or impacts on the Company’s ability to operate.

We identified financial services regulation as being the area most likely to have such an effect, recognising the regulated nature of the Company’s

activities and its legal form. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations

to enquiry of management and inspection of regulatory and legal correspondence, if any. Therefore if a breach of operational regulations is not

disclosed to us or evident from relevant correspondence, an audit will not detect that breach.

CONTEXT OF THE ABILITY OF THE AUDIT TO DETECT FRAUD OR BREACHES OF LAW OR REGULATION

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial

statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further

removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the

inherently limited procedures required by auditing standards would identify it.

In addition, as with any audit, there remains a higher risk of non-detection of fraud, as this may involve collusion, forgery, intentional omissions,

misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement. We are not responsible

for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.

OTHER INFORMATION

The directors are responsible for the other information. The other information comprises the information included in the annual report but does not

include the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and

we do not express an audit opinion or any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether

the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be

materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are

required to report that fact. We have nothing to report in this regard.

DISCLOSURES OF EMERGING AND PRINCIPAL RISKS AND LONGER TERM VIABILITY

We are required to perform procedures to identify whether there is a material inconsistency between the directors’ disclosures in respect of

emerging and principal risks and the viability statement, and the financial statements and our audit knowledge. We have nothing material to add or

draw attention to in relation to:

– the directors’ confirmation within the Viability Statement (page 52) that they have carried out a robust assessment of the emerging and principal

risks facing the Company, including those that would threaten its business model, future performance, solvency or liquidity;

– the emerging and principal risks disclosures describing these risks and explaining how they are being managed or mitigated;

– the directors’ explanation in the Viability Statement (page 52) as to how they have assessed the prospects of the Company, over what period they

have done so and why they consider that period to be appropriate, and their statement as to whether they have a reasonable expectation that

the Company will be able to continue in operation and meet its liabilities as they fall due over the period of their assessment, including any related

disclosures drawing attention to any necessary qualifications or assumptions.

We are also required to review the Viability Statement, set out on page 52 under the Listing Rules. Based on the above procedures, we have

concluded that the above disclosures are materially consistent with the financial statements and our audit knowledge.

INDEPENDENT AUDITOR’S REPORT CONTINUED

Financial statements

CORPORATE GOVERNANCE DISCLOSURES

We are required to perform procedures to identify whether there is a material inconsistency between the directors’ corporate governance

disclosures and the financial statements and our audit knowledge.

Based on those procedures, we have concluded that each of the following is materially consistent with the financial statements and our audit

knowledge:

– the directors’ statement that they consider that the annual report and financial statements taken as a whole is fair, balanced and understandable,

and provides the information necessary for shareholders to assess the Company’s position and performance, business model and strategy;

– the section of the annual report describing the work of the Audit Committee, including the significant issues that the audit committee considered

in relation to the financial statements, and how these issues were addressed; and

– the section of the annual report that describes the review of the effectiveness of the Company’s risk management and internal control systems.

We are required to review the part of Corporate Governance Statement relating to the Company’s compliance with the provisions of the UK

Corporate Governance Code specified by the Listing Rules for our review. We have nothing to report in this respect.

WE HAVE NOTHING TO REPORT ON OTHER MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION

We have nothing to report in respect of the following matters where the Companies (Guernsey) Law, 2008 requires us to report to you if,

inouropinion:

– the Company has not kept proper accounting records; or

– the financial statements are not in agreement with the accounting records; or

– we have not received all the information and explanations, which to the best of our knowledge and belief are necessary for the purpose

ofouraudit.

RESPECTIVE RESPONSIBILITIES

DIRECTORS’ RESPONSIBILITIES

As explained more fully in their statement set out on page 53, the directors are responsible for: the preparation of the financial statements

including being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation of financial

statements that are free from material misstatement, whether due to fraud or error; assessing the Company’s ability to continue as a going concern,

disclosing, as applicable, matters related to going concern; and using the going concern basis of accounting unless they either intend to liquidate the

Company or to cease operations, or have no realistic alternative but to do so.

AUDITOR’S RESPONSIBILITIES

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether

due to fraud or error, and to issue our opinion in an auditor’s report. Reasonable assurance is a high level of assurance, but does not guarantee that an

audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error

and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on

the basis of the financial statements.

A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/auditorsresponsibilities.

THE PURPOSE OF THIS REPORT AND RESTRICTIONS ON ITS USE BY PERSONS OTHER THAN THE COMPANY’S MEMBERS AS A BODY

This report is made solely to the Company’s members, as a body, in accordance with section 262 of the Companies (Guernsey) Law, 2008. Our audit

work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report

and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and

the Company’s members, as a body, for our audit work, for this report, or for the opinions we have formed.

DEBORAH SMITH

For and on behalf of KPMG Channel Islands Limited

Chartered Accountants and Recognised Auditors

Guernsey

1 March 2022

Apax Global Alpha Limited / Annual Report and Accounts 2021

NOTES

31 DECEMBER

2021

€’000

31 DECEMBER

2020

€’000

Assets

Non-current assets

Financial assets held at fair value through profit or loss (“FVTPL”) 8(a) 1, 349, 477 1 , 1 0 7, 7 2 3

Total non-current assets 1, 349, 477 1,107 ,723

Current assets

Cash and cash equivalents

10 8 , 4 8 2 1 24 , 5 6 9

Investment receivables

33, 6 03 1, 338

Other receivables

1, 3 47 –

Total current assets 143, 4 32 125, 9 07

Total assets 1,492,909 1 , 233 ,6 30

Liabilities

Financial liabilities held at FVTPL 8(a) 1, 0 67 –

Investment payables 67 3 0,965

Accrued expenses 1,70 8 1, 4 81

Total current liabilities 2, 842 32 , 4 46

Total liabilities 2, 842 32 , 4 46

Capital and retained earnings

Shareholders’ capital 14 873 , 8 0 4 873, 8 0 4

Retained earnings 6 07 , 873 3 27, 3 8 0

Total capital and retained earnings 1,481,67 7 1,201,1 84

Share-based payment performance fee reserve 10 8,3 90 –

Total equity 1,490 ,067 1,201,184

Total shareholders’ equity and liabilities 1,492,909 1 , 233 ,6 30

On behalf of the Board of Directors

TIM BREEDON

Chairman

1 March 2022

SUSIE FARNON

Chair of the Audit Committee

1 March 2022

NOTES

31 DECEMBER

2021

€

31 DECEMBER

2021

£ EQUIVALENT

31 DECEMBER

2020

€

31 DECEMBER

2020

£ EQUIVALENT

Net Asset Value (“NAV”) (‘000) 1,490,067 1,253,638 1,201,184 1,073,546

Performance fee reserve 10 (8,390) (7,059) – –

Adjusted NAV (‘000)

1,481,677 1,246,579 1,201,184 1,073,546

NAV per share 3.03 2.55 2.45 2.19

Adjusted NAV per share

3.02 2.54 2.45 2.19

31 DECEMBER

2021

31 DECEMBER

2020

Total NAV Return

28.7% 14.8%

1. The sterling equivalent has been calculated based on the GBP/EUR exchange rate at 31 December 2021 and 31 December 2020, respectively

2. Adjusted NAV is the NAV net of the share-based payment performance fee reserve. Adjusted NAV per share is calculated by dividing the Adjusted NAV by the total number of shares

3. Total NAV Return for the year means the return on the movement in the Adjusted NAV per share at the end of the year together with all the dividends paid during the year divided by the Adjusted NAV per

share at the beginning of the year. Adjusted NAV per share used in the calculation is rounded to 5 decimal places

The accompanying notes form an integral part of these financial statements.

STATEMENT OF FINANCIAL POSITION

At 31 December 2021

Financial statements

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

For the year ended 31 December 2021

NOTES

YEAR ENDED

31 DECEMBER

2021

€’000

YEAR ENDED

31 DECEMBER

2020

€’000

Income

Investment income 26 , 85 3 1 8, 106

Net gains on financial assets at FVTPL 8(b) 3 3 7, 1 9 0 1 5 3 , 518

Net losses on financial liabilities at FVTPL 8(c) (1 , 0 6 7) –

Realised foreign currency (losses)/gains (1 , 4 8 8) 1 , 2 24

Unrealised foreign currency gains/(losses) 787 (3 , 74 3)

Total income 3 6 2 , 275 16 9 , 10 5

Operating and other expenses

Performance fee

10 (8,390) (4 6)

Management fee 9 (3 ,782) (2, 8 53)

Administration and other operating expenses

6 (2,707) (2, 3 63)

Total operating expenses (14 , 87 9) (5, 262)

Total income less operating expenses 3 47, 3 9 6 163 , 8 4 3

Finance costs 11 (2, 269) (1 ,7 51)

Profit before tax 345 ,127 16 2 , 0 9 2

Tax charge 7 (2 2 3) (10 9)

Profit after tax 344 ,9 0 4 161,983

Other comprehensive income – –

Total comprehensive income attributable to shareholders 344 ,9 0 4 161,983

Earnings per share (cents)

Basic and diluted 70 . 2 3 32 .9 8

Adjusted

69.7 9 32.98

The accompanying notes form an integral part of these financial statements.

1. The Adjusted earnings per share has been calculated based on the profit attributable to ordinary shareholders adjusted for the total accrued performance fee at 31 December 2021 and 31 December

2020, respectively, as per note 15 and the weighted average number of ordinary shares

Apax Global Alpha Limited / Annual Report and Accounts 2021

STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December 2021

FOR THE YEAR ENDED 31 DECEMBER 2021 NOTES

SHAREHOLDERS’

CAPITAL

€’000

RETAINED

EARNINGS

€’000

TOTAL CAPITAL

AND RETAINED

EARNINGS

€’000

SHARE-BASED

PAYMENT

PERFORMANCE

FEE RESERVE

€’000

TOTAL

€’000

Balance at 1 January 2021 873, 8 0 4 327, 38 0 1,201,1 84 – 1,201, 184

Total comprehensive income attributable to shareholders

– 344, 9 04 344 ,9 0 4 – 34 4, 9 04

Share-based payment performance fee reserve movement 10 – – – 8 , 39 0 8, 39 0

Dividends paid 16 – (6 4 , 411) (6 4 , 4 11) – (6 4 , 4 11)

Balance at 31 December 2021 873, 8 0 4 6 0 7, 8 73 1,481,677 8, 39 0 1,490, 067

FOR THE YEAR ENDED 31 DECEMBER 2020 NOTES

SHAREHOLDERS’

CAPITAL

€’000

RETAINED

EARNINGS

€’000

TOTAL CAPITAL

AND RETAINED

EARNINGS

€’000

SHARE-BASED

PAYMENT

PERFORMANCE

FEE RESERVE

€’000

TOTAL

€’000

Balance at 1 January 2020 873, 8 0 4 218 , 2 72 1,092,0 76 6, 8 93 1,098,969

Total comprehensive income attributable to shareholders

– 161 , 9 8 3 1 61,983 – 1 61,983

Share-based payment performance fee reserve movement

10 – – – (6 , 8 93) (6, 89 3)

Dividends paid 16 – (5 2 , 875) (5 2 , 8 75) – (5 2 , 8 75)

Balance at 31 December 2020 873, 8 0 4 3 27, 3 8 0 1,201,184 – 1,201,184

The accompanying notes form an integral part of these financial statements.

Financial statements

STATEMENT OF CASH FLOWS

For the year ended 31 December 2021

NOTES

YEAR ENDED

31 DECEMBER

2021

€’000

YEAR ENDED

31 DECEMBER

2020

€’000

Cash flows from operating activities

Interest received 25 , 553 18 , 0 24

Interest paid (1, 75 0) (259)

Dividends received 90 6 1, 0 6 0

Operating expenses paid (6 ,1 91) (5, 46 0)

Tax received 3 17

Capital calls paid to Private Equity Investments (19 9 , 9 41) (5 5 , 6 51)

Capital distributions received from Private Equity Investments 27 5 ,14 0 207,270

Purchase of Derived Investments (2 74 , 417) (69 ,126)

Sale of Derived Investments 2 3 0 , 511 8 9 , 6 41

Net cash from operating activities 49,814 18 5 , 516

Cash flows used in financing activities

Financing costs paid (2 ,1 0 4) (1 ,7 0 6)

Dividends paid (64 , 5 8 4) (51 , 8 0 5)

Purchase of own shares – (6 , 97 0)

Revolving credit facility drawn – 6 ,10 6

Revolving credit facility repaid – (6 ,1 0 6)

Net cash used in financing activities (66 ,6 8 8) (6 0 , 4 81)

Cash and cash equivalents at the beginning of the year 124 , 5 6 9 3, 277

Net (decrease)/increase in cash and cash equivalents (16 , 8 74) 125 , 035

Effect of foreign currency fluctuations on cash and cash equivalents 787 (3 ,74 3)

Cash and cash equivalents at the end of the year 12(b) 10 8 , 4 8 2 12 4 , 5 6 9

The accompanying notes form an integral part of these financial statements.

Apax Global Alpha Limited / Annual Report and Accounts 2021

NOTES TO THE FINANCIAL STATEMENTS

1 REPORTING ENTITY

Apax Global Alpha Limited (the “Company” or “AGA”) is a limited liability Guernsey company that was incorporated on 2 March 2015. The address of

the Company’s registered office is PO Box 656, East Wing, Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3PP. The Company invests in

Private Equity funds, listed and unlisted securities including debt instruments.

The Company’s main corporate objective is to provide shareholders with capital appreciation from its investment portfolio and regular dividends.

The Company’s operating activities are managed by its Board of Directors and its investment activities are managed by Apax Guernsey Managers

Limited (the “Investment Manager”) under an investment management agreement. The Investment Manager obtains investment advice from Apax

Partners LLP (the “Investment Advisor”).

2 BASIS OF PREPARATION

STATEMENT OF COMPLIANCE

The financial statements, which give a true and fair view, have been prepared in compliance with the Companies (Guernsey) Law, 2008 and in

accordance with International Financial Reporting Standards as adopted by the European Union (“IFRS”). They are for the year from 1 January 2021

to31 December 2021 and were authorised for issue by the Board of Directors of the Company on 1 March 2022.

BASIS OF MEASUREMENT

The financial statements have been prepared on the historic cost basis except for financial assets and financial liabilities, which are measured

atFVTPL.

FUNCTIONAL AND PRESENTATION CURRENCY

The financial statements are presented in euro (€), which is the Company’s functional and presentation currency. All amounts are stated to the

nearest one thousand euro unless otherwise stated.

INVESTMENT ENTITY

The Company has determined that it meets the definition of an investment entity which is mandatorily exempted from consolidation in

accordance with IFRS 10 “Consolidated Financial Statements” and amendments to IFRS 10. As a result, the Company’s unconsolidated

subsidiary investments which it formed in October 2021 are accounted for as investments at FVTPL.

Under the definition of an investment entity, the entity should satisfy all three of the following tests:

– obtains funds from one or more investors for the purpose of providing these investors with investment management services;

– commits to its investors that its business purpose is to invest funds solely for returns from capital appreciation; investment income, or both

(including having an exit strategy for investments); and

– measures and evaluates the performance of substantially all of its investments on a fair value basis.

As the Company meets all the requirements of an Investment Entity as per IFRS 10 “Consolidated Financial Statements”, it is required to hold all

subsidiaries at fair value rather than consolidating them on a line-by-line basis. See note 4 for further details.

GOING CONCERN

The Directors consider that it is appropriate to adopt the going concern basis of accounting in preparing the financial statements. In reaching this

assessment, the Directors have considered a wide range of information relating to present and future conditions, (for at least 12 months from

1 March 2022, the authorisation date of these financial statements), including the statement of financial position, future projections (which include

highly stressed scenarios), cash flows, revolving credit facility, net current assets and the longer-term strategy of the Company. The impact of

Covid-19, in addition to other wider market concerns such as the impact of inflation was also considered by the Directors; and whilst the long-term

effect remains to be seen, it was noted that the impact on the Company has been limited to date, as the underlying portfolio is invested in sectors

which have been relatively less affected. The Directors have a reasonable expectation based on their assessment of reasonably possible outcomes,

that the Company has sufficient liquidity, including the undrawn revolving credit facility, to meet current and expected obligations up to the going

concern horizon.

3 ACCOUNTING POLICIES

The accounting policies adopted by the Company and applied consistently in these financial statements are set out below and overleaf:

INITIAL RECOGNITION OF FINANCIAL INSTRUMENTS

The Company designates all financial assets and financial liabilities, except loans payable, other payables, investment receivables, other receivables

and cash, at FVTPL. These are initially recognised at cost which equates to the best indicator of fair value on the trade date, the date on which

the Company becomes a party to the contractual provisions of the instrument. All transaction costs are immediately recognised in profit or

loss. Financial assets or financial liabilities not at FVTPL are initially recognised at cost plus transaction costs that are directly attributable to

theiracquisition or issue.

SUBSEQUENT MEASUREMENT OF FINANCIAL INSTRUMENTS

Fair value is a market-based measurement, that estimates the price at which an asset could be sold or a liability transferred, in an orderly transaction

between market participants, on the measurement date. When available, the Company measures the fair value of an instrument using quoted prices

in an active market for that instrument. A market is regarded as “active” if quoted prices are readily and regularly available and represent actual and

regularly occurring market transactions on an arm’s length basis. If a market for a financial instrument is not active, then the Company establishes

fairvalue using an alternative valuation technique.

The Company uses alternative valuation techniques, taking into account the International Private Equity and Venture Capital Valuation (“IPEV”)

guidelines, in the absence of an active market. Valuation techniques include, but are not limited to, market multiples, using recent and relevant arm’s

length transactions between knowledgeable, willing parties (if they are available), reference to the current fair value of other instruments that are

substantially the same, statistical methods, discounted cash flow analyses and option pricing models. The chosen valuation technique seeks to

maximise the use of market inputs and incorporates factors that market participants might consider in setting a price.

Financial statements

3 ACCOUNTING POLICIES CONTINUED

SUBSEQUENT MEASUREMENT OF FINANCIAL INSTRUMENTS CONTINUED

Inputs to valuation techniques aim to reasonably represent market expectations and measures of the risk-return factors inherent in the financial

instrument. The Company calibrates valuation techniques where possible using prices from observable current market transactions in the same

instrument or based on other available observable market data.

The Company has two main investment portfolios that are split between “Private Equity Investments” and “Derived Investments”. Private Equity

Investments comprise primary and secondary commitments to, and investments in, existing Private Equity funds advised by the Investment Advisor.

Derived Investments comprise investments in debt, equities and investments in subsidiaries. At each reporting date these are measured at fair value,

and changes therein are recognised in the statement of profit or loss and other comprehensive income.

Fair values of the Private Equity portfolio are generally considered to be the Company’s attributable portion of the NAV of the Private Equity funds, as

determined by the general partners of such funds, adjusted if considered necessary by the Board of Directors, including any adjustment necessary

for carried interest. The general partners consider the IPEV guidelines when valuing the Private Equity funds.

The fair value of unlisted debt investments (for which there are insufficient, reliable pricing data) is calculated based on models that take into account

the factors relevant to each investment and use relevant third-party market data where available. The fair value of unlisted equities and equities not

traded in an active market, is calculated based on comparable company multiples and precedent transaction analysis. The Company reviews and

considers the appropriateness of the fair value analysis prepared by the Investment Manager and Investment Advisor when determining the fair

valuefor such assets.

The fair value of investments in subsidiaries is considered to be the NAV of the underlying subsidiaries calculated by measuring the fair value of the

subsidiaries’ assets and liabilities at fair value in accordance with the Company’s accounting policies. The fair value of the underlying investments

heldare included within the Derived Investments disclosures as relevant.

The fair value of investments traded in an active market is determined by taking into account the latest market bid price available, orthe last traded

price depending upon the convention of the exchange on which the investment is quoted.

DERECOGNITION OF FINANCIAL INSTRUMENTS

The Company derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire or it transfers the financial

asset and the transfer qualifies for derecognition in accordance with IFRS 9 “Financial Instruments: Recognition and Measurement”. The

Company uses the first-in first-out method to determine realised gains and losses on derecognition. A financial liability is derecognised when the

obligation specified in the contract is discharged, cancelled or expired.

SHARE-BASED PAYMENTS

The Company applies the requirements of IFRS 2 “Share-based Payment” in respect to its performance fee. The Company maintains a separate

performance fee reserve in equity, showing the expected performance fee calculated on a liquidation basis on eligible assets. This is revised at each

reporting period and the movement is credited or expensed through the statement of profit or loss and other comprehensive income. Further

details are given in note 10.

OPERATING SEGMENTS

The criteria for identifying an operating segment in accordance with IFRS 8 “Operating Segments” are that the chief operating decision maker of

theCompany regularly reviews the performance of these operating segments and determines the allocation of resources based on these results.

It is determined that the Company’s Chief Operating Decision Maker is the Board of Directors. As previously noted, the Company invests into two

separate portfolios, Private Equity Investments and Derived Investments. These have been identified as segments on the basis that the Board of

Directors uses information based on these segments to make decisions about assessing performance and allocating resources. The Company

has a third administration segment for central functions which represents general administration costs that cannot be specifically allocated to the

two portfolios. The analysis of results by operating segment is based on information from the Company’s management accounts. The segmental

analysis of the Company’s results and financial position is set out in note 5.

INVESTMENT RECEIVABLES

Investment receivables are recognised initially at fair value and subsequently measured at amortised cost. At each reporting date, the Company

shall measure the loss allowance on investment receivables at an amount equal to the lifetime expected credit losses if the credit risk has increased

significantly since initial recognition. If, at the reporting date, the credit risk had not increased significantly since initial recognition, the Company shall

measure the loss allowance at an amount equal to 12-month expected credit losses. Significant financial difficulties of the counterparty, probability

that the counterparty will enter bankruptcy or financial reorganisation and default in payments are all considered indicators that a loss allowance

may be required. Changes in the level of impairment are recognised in the statement of profit or loss and other comprehensive income. Investment

receivables are also revalued at the reporting date if held in a currency other than euro.

LIABILITIES

Liabilities, other than those specifically accounted for under a separate policy, are stated at the amounts which are considered to be payable in

respect of goods or services received up to the reporting date on an accruals basis.

INVESTMENT PAYABLES

Investment payables are recognised in the Company’s statement of financial position when it becomes party to a contractual provision for the

amount payable. Investment payables are held at their nominal amount. Investment payables are also revalued at the reporting date if held in a

currency other than euro.

Apax Global Alpha Limited / Annual Report and Accounts 2021

3 ACCOUNTING POLICIES CONTINUED

LOANS PAYABLE

Loans payable are held at amortised cost. Amortised cost for loans payable is defined as the amount at which the loan is measured at initial

recognition, less principal repayments, plus or minus the cumulative amortisation using the effective interest method.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents comprise cash balances and cash held in money market funds with original maturities of three months or less.

INTEREST INCOME

Interest income comprises interest income on cash and cash equivalents and interest earned on financial assets on the effective interest rate basis.

DIVIDEND INCOME

Dividend income is recognised in the statement of profit or loss and other comprehensive income on the date that the Company’s right to receive

payment is established, which in the case of listed securities is the ex-dividend date. For unlisted equities, this is usually the date on which the payee’s

Board approve the payment of a dividend. Dividend income of €1.0m (31 December 2020: €1.1m) from equity securities designated at FVTPL is

recognised in the statement of profit or loss and other comprehensive income in the current year.

NET CHANGES ON INVESTMENTS AT FVTPL

UNREALISED GAINS AND LOSSES

Net change in Derived Investments at FVTPL includes all unrealised changes in the fair value of investments (financial assets and financial liabilities),

including foreign currency movements, since the beginning of the reporting period or since designated upon initial recognition as held at FVTPL and

excludes dividend and interest income.

Net change in the fair value of Private Equity Investments is calculated based on the movement of fair value since the beginning of the reporting

period adjusted for all calls paid and distributions received. Distributions received from Private Equity Investments are treated as unrealised

movements until the commitment for primary investments, or cost and undrawn commitment for secondary investments, have been fully repaid.

REALISED GAINS AND LOSSES

Realised gains and losses from financial assets and financial liabilities at FVTPL represents the gain or loss realised in the period. The unit of account

for Derived Investments is the individual share or debt nominal which can be sold on an individual basis. The unit of account for Private Equity

Investments is commitment. The resulting accounting treatment for the realised gains and losses is based on these units of account.

The realised gain or loss for Derived Investments is calculated based on the carrying amount of a financial instrument at the beginning of the

reporting period, or the transaction price if it was purchased in the current reporting period, and its sale or settlement price. Realised gains and losses

on disposals of these investments are calculated using the first-in first-out method. Realised gains on the Private Equity portfolio are recognised

when the commitment on primary investments or the cost and undrawn commitment for secondary investments has been fully repaid.

Distributions received in excess of the commitment for a primary investment or the cost and undrawn amount for a secondary investment

arerecognised as realised gains in the statement of profit or loss and other comprehensive income.

BROKERAGE FEES AND OTHER TRANSACTION COSTS

Brokerage fees and other transaction costs are costs incurred to acquire investments at FVTPL. They include fees and commissions paid to agents,

brokers and dealers. Brokerage fees and other transaction costs, when incurred, are immediately recognised in the statement of profit or loss and

other comprehensive income as an expense.

OTHER EXPENSES

Fees and other operating expenses are recognised in the statement of profit or loss and other comprehensive income on an accruals basis.

PROVISIONS AND CONTINGENT LIABILITIES

Provisions are recognised when the Company has a present legal or constructive obligation as a result of past events, it is probable that an outflow

of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be

made. Contingent liabilities are possible obligations whose existence will be confirmed only by uncertain future events or present obligations where

the transfer of economic benefit is uncertain or cannot be reliably measured. Contingent liabilities are not recognised but are disclosed unless the

probability of their occurrence is remote.

FOREIGN CURRENCY TRANSACTIONS

Transactions in foreign currencies are translated to the functional currency of the Company at the exchange rates at the date of the transactions.

Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency at the exchange rate

at that date.

For loans payable, the foreign currency gain or loss is the difference between the amortised cost in the functional currency at the beginning of the

period, adjusted for interest payments during the period, and the amortised cost in foreign currency translated at the exchange rate at the end of the

reporting period. Foreign currency differences arising on the repayments or retranslation are recognised in the statement of profit or loss and other

comprehensive income.

Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency

at the exchange rate at the date that the fair value was determined. Non-monetary items that are measured in terms of historical cost in foreign

currency are translated using the exchange rate at the date of the transaction. Foreign currency differences arising on retranslation of non-

investment assets are recognised in the statement of profit or loss and other comprehensive income. For financial assets and financial liabilities

heldat FVTPL, foreign currency differences are reported as part of their net changes at FVTPL.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

Financial statements

3 ACCOUNTING POLICIES CONTINUED

TAXATION

The Company may incur withholding taxes imposed by certain countries on investment income or capital gains taxes upon realisation of its

investments. Such income or gains are recorded gross of withholding taxes and capital gains taxes in the statement of profit or loss and other

comprehensive income. Withholding taxes and capital gains taxes are shown as separate items. Where applicable, tax accruals are raised by the

Company based on an investments expected hold period.

SHAREHOLDERS’ CAPITAL AND RESERVES

SHAREHOLDERS’ CAPITAL

Shareholders’ capital issued by the Company is recognised as the proceeds or fair value received. Incremental costs directly attributable to the issue,

net of tax effects, are recognised as a deduction from equity. Ordinary shares have been classified as equity as they do not meet the definition of

liabilities in IAS 32.

DIVIDENDS

Dividends on ordinary shares are recognised in equity in the period in which they become payable, which is when they are approved by the Company’s

Board of Directors.

EARNINGS PER SHARE

Earnings per share is calculated based on the profit attributable to ordinary shareholders and the weighted average number of ordinary shares in

issue during the year.

Diluted earnings per share is calculated based on the profit attributable to ordinary shareholders and the weighted average number of ordinary

shares in issue during the year adjusted for items that would cause a dilutive effect on the ordinary shares.

Adjusted earnings per share is calculated based on the profit attributable to ordinary shareholders and the weighted average number of ordinary

shares in issue during the year adjusted for the performance fee.

ACCOUNTING STANDARDS AND INTERPRETATIONS NOT YET ADOPTED

The Company has applied all new and amended standards with an effective date from 1 January 2021. Additionally, it has reviewed and assessed

changes to current accounting standards issued by the IASB with an effective date from 1 January 2022; none of these have had or are expected to

have a material impact on the Company’s financial statements.

4 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

In preparing the financial statements, the Company makes judgements and estimates that affect the reported amounts of assets, liabilities, income

and expenses. Actual results could differ from those estimates. Estimates and judgements are continually evaluated and are based on the Board of

Directors and Investment Managers’ experience and their expectations of future events. Revisions to estimates are recognised prospectively.

(I) JUDGEMENTS

The judgement that has the most significant effect on the amounts recognised in the Company’s financial statements relates to investment assets

and liabilities. These have been determined to be financial assets and liabilities held at FVTPL and have been accounted for accordingly. See note 3 for

further details. The Company also notes that the assessment of the Company as an investment entity is an area of judgement.

(II) ESTIMATES

The estimate that has the most significant effect on the amounts recognised in the Company’s financial statements relates to financial assets and

financial liabilities held at FVTPL other than those traded in an active market.

The Investment Manager is responsible for the preparation of the Company’s valuations and meets quarterly to discuss and approve the key

valuation assumptions. The meetings are open to the Board of Directors and the Investment Advisor to enable them to challenge the valuation

assumptions and the proposed valuation estimates and to the external auditor to observe. On a quarterly basis, the Board of Directors review and

approve the final NAV calculation before it is announced to the market.

The Investment Manager also makes estimates and assumptions concerning the future and the resulting accounting estimates will, by definition,

seldom equal the related actual results. The assumptions that have a significant risk of causing a material adjustment to the carrying amounts of

assets and liabilities are outlined in note 13.

(II) ASSESSMENT OF THE COMPANY AS AN INVESTMENT ENTITY

The Board of Directors believe that the Company meets the definition of an investment entity per IFRS 10 as the following conditions exist:

– the Company has obtained funds from investing shareholders for the purpose of providing them with professional investment and

management services;

– the Company’s business purpose, which was communicated directly to investors, is investing for returns from capital appreciation and

investment income; and

– all of the Company’s investments are measured and evaluated on a fair value basis

As the Company believes it meets all the requirements of an investment entity as per IFRS 10 “Consolidated Financial Statements”, it is required to

measure all subsidiaries at fair value rather than consolidating them on a line-by-line basis.

Apax Global Alpha Limited / Annual Report and Accounts 2021

5 SEGMENTAL ANALYSIS

The segmental analysis of the Company’s results and financial position, which is prepared using the accounting policies in note 3, is set out below.

There have been no changes to segments in the current or prior year.

The investment segments follow different investment strategies as approved by the Chief Operating Decision Maker, the Board of Directors, which

monitors the portfolio allocation to ensure that it is in line with the investment strategy.

REPORTABLE SEGMENTS

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2021

PRIVATE EQUITY

INVESTMENTS

€’000

DERIVED

INVESTMENTS

€’000

CENTRAL

FUNCTIONS

€’000

TOTAL

€’000

Investment income/(expense) – 27,350 (497) 26,853

Net gains on financial assets at FVTPL 300,820 36,370 – 337,190

Net losses on financial liabilities at FVTPL (1,067) – – (1,067)

Realised foreign exchange losses – (1,317) (170) (1,487)

Unrealised foreign currency gains – – 787 787

Total income/(loss) 299,753 62,403 120 362,276

Performance fees

– (8,390) – (8,390)

Management fees (149) (3,632) – (3,782)

Administration and other operating expenses – (357) (2,350) (2,707)

Total operating expenses (149) (12,379) (2,350) (14,879)

Total income less operating expenses 299,604 50,024 (2,230) 347,397

Finance costs – – (2,269) (2,269)

Profit/(loss) before taxation 299,604 50,024 (4,499) 345,128

Tax charge – (223) – (223)

Total comprehensive income attributable to shareholders 299,604 49,801 (4,499) 344,905

STATEMENT OF FINANCIAL POSITION AT 31 DECEMBER 2021

PRIVATE EQUITY

INVESTMENTS

€’000

DERIVED

INVESTMENTS

€’000

CASH AND

OTHER NCAS

€’000

TOTAL

€’000

Total assets 1,013,922 370,467 108,520 1,492,909

Total liabilities (1,067) (67) (1,708) (2,842)

NAV 1,012,855 370,400 106,812 1,490,067

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2020

PRIVATE EQUITY

INVESTMENTS

€’000

DERIVED

INVESTMENTS

€’000

CENTRAL

FUNCTIONS

€’000

TOTAL

€’000

Investment income/(expense) – 18,360 (254) 18,106

Net gains/(losses) on financial assets at FVTPL 173,658 (20,140) – 153,518

Realised foreign exchange gains – 210 1,014 1,224

Unrealised foreign currency losses – – (3,743) (3,743)

Total income/(loss) 173,658 (1,570) (2,983) 169,105

Performance fees

(46) – – (46)

Management fees (161) (2,692) – (2,853)

Administration and other operating expenses – (301) (2,062) (2,363)

Total operating expenses (207) (2,993) (2,062) (5,262)

Total income less operating expenses 173,451 (4,563) (5,045) 163,843

Finance costs – – (1,751) (1,751)

Profit/(loss) before taxation 173,451 (4,563) (6,796) 162,092

Tax charge – (109) – (109)

Total comprehensive income attributable to shareholders 173,451 (4,672) (6,796) 161,983

STATEMENT OF FINANCIAL POSITION AT 31 DECEMBER 2020

PRIVATE EQUITY

INVESTMENTS

€’000

DERIVED

INVESTMENTS

€’000

CASH AND

OTHER NCAS

€’000

TOTAL

€’000

Total assets 788,307 320,754 124,569 1,233,630

Total liabilities – (32,446) – (32,446)

NAV 788,307 288,308 124,569 1,201,184

1. Central functions represents interest income earned on cash balances and general administration and finance costs that cannot be allocated to investment segments

2. Represents the movement in each respective portfolio’s overall performance fee reserve

3. NCAs refers to net current assets of the Company

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

Financial statements

5 SEGMENTAL ANALYSIS CONTINUED

GEOGRAPHIC INFORMATION

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2021

NORTH

AMERICA

€’000

EUROPE

€’000

BRIC

€’000

REST OF

WORLD

€’000

TOTAL

€’000

Investment income/(expense) 21,343 3,471 359 1,680 26,853

Net gains on financial assets at FVTPL 161,351 136,685 257 38,897 337,190

Net losses on financial liabilities at FVTPL (1,067) – – – (1,067)

Realised foreign exchange (losses)/gains

(1,227) (173) 15 (102) (1,487)

Unrealised foreign currency gains – 787 – – 787

Total income 180,400 140,770 631 40,475 362,276

Performance fee (5,454) (1,597) (89) (1,250) (8,390)

Management fee (2,664) (871) (64) (183) (3,782)

Administration and other operating expenses – . (2,707) – – (2,707)

Total operating expenses (8,118) (5,175) (153) (1,433) (14,879)

Total income less operating expenses 172,282 135,595 478 39,042 347,397

Finance costs – (2,269) – – (2,269)

Profit before tax 172,282 133,326 478 39,042 345,128

Tax charge (85) (141) 3 – (223)

Total comprehensive income attributable to shareholders 172,197 133,185 481 39,042 344,905

STATEMENT OF FINANCIAL POSITION AT 31 DECEMBER 2021

NORTH

AMERICA

€’000

EUROPE

€’000

BRIC

€’000

REST OF

WORLD

€’000

TOTAL

€’000

Total assets 793,678 646,403 11,333 41,495 1,492,909

Total liabilities (1,134) (1,708) – – (2,842)

NAV 792,544 644,695 11,333 41,495 1,490,067

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2020

NORTH

AMERICA

€’000

EUROPE

€’000

BRIC

€’000

REST OF

WORLD

€’000

TOTAL

€’000

Investment income/(expense) 14,028 2,709 258 1,111 18,106

Net gains/(losses) on financial assets at FVTPL 82,727 74,941 (7,767) 3,617 153,518

Realised foreign exchange gains/(losses)

907 359 (25) (17) 1,224

Unrealised foreign currency losses – (3,743) – – (3,743)

Total income 97,662 74,266 (7,534) 4,711 169,105

Performance fee – (46) – – (46)

Management fee (2,034) (582) (69) (167) (2,853)

Administration and other operating expenses – (2,363) – – (2,363)

Total operating expenses (2,034) (2,991) (69) (167) (5,262)

Total income less operating expenses 95,628 71,275 (7,6 03) 4,544 163,843

Finance costs – (1,751) – – (1,751)

Profit/(loss) before tax 95,628 69,524 (7,603) 4,544 162,092

Tax 17 (126) – – (109)

Total comprehensive income attributable to shareholders 95,645 69,398 (7,603) 4,544 161,983

STATEMENT OF FINANCIAL POSITION AT 31 DECEMBER 2020

NORTH

AMERICA

€’000

EUROPE

€’000

BRIC

€’000

REST OF

WORLD

€’000

TOTAL

€’000

Total assets 657,572 509,771 15,603 50,684 1,233,630

Total liabilities (30,965) (1,481) – – (32,446)

NAV 626,607 508,290 15,603 50,684 1,201,184

1. BRIC = Brazil, Russia, India and China. AGA holds Derived Investments directly in India and China only

Apax Global Alpha Limited / Annual Report and Accounts 2021

6 ADMINISTRATION AND OTHER OPERATING EXPENSES

YEAR ENDED

31 DECEMBER

2021

€’000

YEAR ENDED

31 DECEMBER

2020

€’000

Directors’ fees 369 337

Administration and other fees 672 611

Corporate and investor relations services fee 9 532 401

Deal transaction, custody and research costs 357 301

General expenses 548 521

Auditors’ remuneration

Statutory audit 165 146

Other assurance services – interim review 46 46

Other assurance services – agreed upon procedures 18 –

Total administration and other operating expenses 2,707 2,363

The Company has no employees and there were no pension or staff cost liabilities incurred during the period.

7 TAXATION

The Company is exempt from taxation in Guernsey under the provisions of the Income Tax (Exempt Bodies) (Guernsey) Ordinance, 1989 and is

charged an annual exemption fee of £1,200 (31 December 2020: £1,200).

The Company may be required, at times, to pay tax in other jurisdictions as a result of specific trades in its investment portfolio. During the year

ended 31 December 2021 the Company had a net tax expense of €0.2m (31 December 2020: €0.1m), mainly related to the sale of listed equities

inIndia and tax incurred on debt interest in the United Kingdom. No deferred income taxes were recorded as there are no timing differences.

8 INVESTMENTS

(A) FINANCIAL INSTRUMENTS HELD AT FVTPL

YEAR ENDED

31 DECEMBER

2021

€’000

YEAR ENDED

31 DECEMBER

2020

€’000

Private Equity Investments 1,012,855 788,307

Private Equity financial assets 1,013,922 788,307

Private Equity financial liabilities (1,067) –

Derived Investments 335,555 319,416

Debt

304,609 275,739

Equities 30,946 43,677

Closing fair value 1,348,410 1,107,723

Financial assets held at FVTPL 1,349,477 1,107,723

Financial liabilities held at FVTPL (1,067) –

1. Included in debt above and throughout the financial statements is the fair value of the debt investment held by the subsidiary, see note 8(d) for further details

YEAR ENDED

31 DECEMBER

2021

€’000

YEAR ENDED

31 DECEMBER

2020

€’000

Opening fair value

1,107,723 1,108,477

Calls 199,941 55,651

Distributions

(275,146) (207,280)

Purchases

243,450 87,40 0

Sales

(263,681) (90,043)

Net gains on financial assets at FVTPL

337,190 153,518

Net losses on financial liabilities at FVTPL (1,067) –

Closing fair value 1,348,410 1,107,723

Financial assets held at FVTPL 1,349,477 1,107,723

Financial liabilities held at FVTPL (1,067) –

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

Financial statements

8 INVESTMENTS CONTINUED

(B) NET GAINS ON FINANCIAL ASSETS AT FVTPL

YEAR ENDED

31 DECEMBER

2021

€’000

YEAR ENDED

31 DECEMBER

2020

€’000

Private Equity financial assets

Gross unrealised gains 284,904 178,865

Gross unrealised losses (42,487) (105,349)

Total net unrealised gains on Private Equity financial assets 242,417 73,516

Private Equity financial assets

Gross realised gains 58,404 100,142

Total net realised gains on Private Equity financial assets 58,404 100,142

Net gains on Private Equity financial assets 300,821 173,658

Derived investments

Gross unrealised gains 38,661 13,231

Gross unrealised losses (5,861) (42,495)

Total net unrealised gains/(losses) on Derived Investments 32,800 (29,264)

Derived investments

Gross realised gains 10,805 18,624

Gross realised losses (7,236) (9,500)

Total net realised gains on Derived Investments 3,569 9,124

Total net gains/(losses) on Derived Investments 36,369 (20,141)

Total net gains on investments at fair value through profit or loss 337,19 0 153,518

YEAR ENDED

31 DECEMBER

2021

€’000

YEAR ENDED

31 DECEMBER

2020

€’000

Private Equity financial liabilities

Gross unrealised losses (1,067) –

Total net unrealised losses on Private Equity investments (1,067) –

(D) INVESTMENTS IN SUBSIDIARIES

The Company established two wholly owned subsidiaries during the year for investment purposes. In accordance with IFRS 10, these subsidiaries

have been determined to be controlled subsidiary investments, which are measured at fair value through profit or loss and are not consolidated.

Thefair value of these subsidiary investments, as represented by their NAV, is determined on a consistent basis to all other investments measured

atfair value through profit or loss.

The table below describes these unconsolidated subsidiaries. The maximum exposure is the loss in the carrying amount of the financial assets held.

NAME OF SUBSIDIARY FO RMATION DATE TYPE OF FUND

PROPORTION OF

OWNERSHIP INTEREST AND

VOTING POWER HELD

PRINCIPAL PLACE OF BUSINESS AND PLACE OF

INCORPORATION

NAV INCLUDED IN

INVESTMENTS AT

FVTPL

€’000

Alpha US holdings L.P. 21 October 2021 Special purpose entity 100% United States of America 8,908

Alpha US GP LLC 12 October 2021 Special purpose entity 100% United States of America –

The Company transferred an investment in a Derived Investments to this new subsidiary during the year. Net flows from subsidiaries are summarised

below. Total fair value has also been included in Debt above as related to the debt portfolio.

YEAR ENDED

31 DECEMBER

2021

€’000

YEAR ENDED

31 DECEMBER

2020

€’000

Opening fair value

– –

Transfer of asset 8,623 –

Fair value movement on investment subsidiaries 285 –

Closing fair value 8,908 –

Debt investment held at FVTPL 8,908 –

Other NCA’s – –

Closing fair value 8,908 –

Apax Global Alpha Limited / Annual Report and Accounts 2021

8 INVESTMENTS CONTINUED

(E) INVOLVEMENT WITH UNCONSOLIDATED STRUCTURED ENTITIES

The Company’s investments in Private Equity funds are considered to be unconsolidated structured entities. Their nature and purpose is to invest

capital on behalf of their limited partners. The funds pursue sector-focused strategies, investing in four key sectors: Tech, Services, Healthcare

and Consumer. The Company commits to a fixed amount of capital, which may be drawn (and returned) over the life of the fund. The Company

pays capital calls when due and receives distributions from the funds, once an asset has been sold. Note 12 summarises current outstanding

commitments and recallable distributions to the eight underlying Private Equity Investments held. The fair value of these was €1,012.9m at

31 December 2021 (31 December 2020: €788.3m), whereas total value of the Private Equity funds was €25.3bn (31 December 2020: €18.8bn).

During the year, the Company did not provide financial support and has no intention of providing financial or other support to these unconsolidated

structured entities.

9 RELATED PARTY TRANSACTIONS

The Investment Manager was appointed by the Board of Directors under a discretionary Investment Management Agreement (“IMA”) dated 22 May

2015 and amendments dated 22 August 2016 and 2 March 2020, which sets out the basis for the calculation and payment of the management fee.

Management fees earned by the Investment Manager increased in the year to €3.8m (31 December 2020: €2.9m), of which €0.9m was included in

accruals at 31 December 2021. Following the amendment approved by the Board on 2 March 2020, the revised management fee is calculated in

arrears at a rate of 0.5% per annum on the fair value of non-fee paying private equity investments and equity investments and 1.0% per annum on

the fair value of debt investments. The Investment Manager is also entitled to a performance fee. The revised performance fee is calculated based

on the overall gains or losses net of management fees and Direct Deal costs (being costs directly attributable to due diligence and execution of

investments) in each financial year. When the Portfolio Total Return hurdle is met a performance fee is payable. Further details are included in note 10.

The IMA has an initial term of six years and automatically continues for a further three additional years unless prior to the fifth anniversary the

Investment Manager or the Company (by a special resolution) serves written notice to terminate the IMA. The Company is required to pay the

Investment Manager all fees and expenses accrued and payable for the notice period through to the termination date.

The Investment Advisor has been engaged by the Investment Manager to provide advice on the investment strategy of the Company. An

Investment Advisory Agreement (“IAA”), dated 22 May 2015 and an amendment dated 22 August 2016, exists between the two parties. Though

not legally related to the Company, the Investment Advisor has been determined to be a related party. The Company paid no fees and had no

transactions with the Investment Advisor during the year (31 December 2020: €Nil).

The Company has an Administration Agreement with Aztec Financial Services (Guernsey) Limited (“Aztec”) dated 22 May 2015. Under the terms

of the agreement, Aztec has delegated some of the Company’s accounting and bookkeeping to Apax Partners Fund Services Limited (“APFS”), a

related party of the Investment Advisor, under a sub-administration agreement dated 22 May 2015. A fee of € 0.5m (31 December 2020: €0.5m) was

paid by the Company in respect of administration fees and expenses, of which €0.3m (31 December 2020: €0.3m) was paid to APFS. Additionally,

following the approval of the amended fee structure on 2 March 2020, with an effective date from 1 January 2020, the Company entered into a new

service agreement with Apax Partners LLP and its affiliate, APFS, with a fee calculated as 0.04% of the Invested Portfolio per annum for corporate

and investor services. During the year a fee of €0.5m (31 December 2020: €0.4m) was paid by the Company to APFS.

The table below summarises shares held by Directors:

31 DECEMBER

2021

% OF TOTAL

SHARES IN ISSUE

31 DECEMBER

2020

% OF TOTAL

SHARES IN ISSUE

Tim Breedon 70,000 0.014% 70,000 0.014%

Susie Farnon

43,600 0.009% 43,600 0.009%

Chris Ambler 27,191 0.006% 27,191 0.006%

Mike Bane 18,749 0.004% 18,749 0.004%

Stephanie Coxon 10,000 0.002% 10,000 0.002%

A summary of the Directors fees and expenses is set out on page 49 of the report.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

Financial statements

10 PERFORMANCE FEE

31 DECEMBER

2021

€’000

31 DECEMBER

2020

€’000

Opening performance fee reserve

– 6,893

Performance fee charged to statement of profit or loss and other comprehensive income 8,390 46

Performance fee settled – (6,939)

Closing performance fee reserve 8,390 –

The performance fee is payable on an annual basis once the hurdle threshold is met by eligible portfolios. Performance fees are only payable to

the extent they do not dilute the returns below the required benchmark for each respective portfolio as detailed in the table below. Additionally,

net losses are carried forward and netted against future gains. The table below summarises the performance fee hurdles and percentage payable

byeligible portfolio.

NET PORTFOLIO

TOTAL RETURN

HURDLE¹

PERFORMANCE FEE

RATE

Derived Debt 6% 15%

Derived Equity

8% 20%

Eligible Private Equity 8% 20%

1. Net Portfolio Total Return means the sub-portfolio performance in a given period, is calculated by taking total gains or losses and dividing them by the sum of Gross Asset Value at the beginning of the

period and the time-weighted net invested capital. The time-weighted net invested capital is the sum of investments made during the period less realised proceeds received during the period, both

weighted by the number of days the capital was at work in the portfolio. Net Portfolio Total Return is gross of performance fees but net of management fees and relevant Direct Deal costs

The performance fee is payable to the Investment Manager by way of ordinary shares of the Company. The mechanics of the payment of the

performance fee are explained in the prospectus. In accordance with IFRS 2 “Share-based Payment”, performance fee expenses are charged

through the statement of profit or loss and other comprehensive income and allocated to a share-based payment performance fee reserve in equity.

In the year ended 31 December 2021, the performance fee payable to the Investment Manager was €8.4m. This is expected to be funded from

purchase of shares by the Company in the market and then subsequently transferred to the Investment Manager to settle the performance fee

accrued at 31 December 2021 (31 December 2020: €0.0m).

At 31 December 2021, management’s best estimate of the expected performance fee was calculated on the eligible portfolio on a liquidation basis.

11 REVOLVING CREDIT FACILITY AND FINANCE COSTS

On 19 January 2021, AGA amended the terms of its Revolving Credit Facility (“RCF”) agreement with Credit Suisse AG, London Branch. The revised

agreementconverts the previous facility, which was due to expire on 5 November 2021, to an evergreen structure whereby either party is required to

give2years notice to terminate the agreement. The amended revolving credit facility remains at €140.0m with the margin increasing from 210 bps to

230bps (over Risk Free Rate “RFR” or Euribor depending on the currency drawn) and the non-utilisation fee decreasing to c.100 bps per annum on an

initial blended basis from 120 bps per annum. Additionally, there was a one-off commitment fee of €0.7m incurred related to this refinancing.

Summary of finance costs are detailed below:

YEAR ENDED

31 DECEMBER

2021

€’000

YEAR ENDED

31 DECEMBER

2020

€’000

Interest paid

– 6

Arrangement fee

700 –

Non-utilisation fee 1,569 1,745

Total finance costs 2,269 1,751

Under the Loan Agreement, the Company is required to provide Private Equity Investments as collateral for each utilisation. The loan-to-value must

not exceed 35% of the eligible Private Equity NAV, which the Company met throughout the year. There were no covenant breaches during the year

either. As at 31 December 2021 the facility was unutilised (31 December 2020: €Nil).

Apax Global Alpha Limited / Annual Report and Accounts 2021

12 FINANCIAL RISK MANAGEMENT

The Company holds a variety of financial instruments in accordance with its Investment Management strategy. The investment portfolio comprises

Private Equity Investments and Derived Investments as shown in the table below:

31 DECEMBER

2021

31 DECEMBER

2020

Private Equity Investments 75% 71%

Private Equity financial assets 75% 71%

Private Equity financial liabilities 0% 0%

Derived Investments 25% 29%

Debt 23% 25%

Equities 2% 4%

Total 100% 100%

Private Equity Investments have a limited lifecycle as the average legal term of a fund is ten years, unless extended by investor consent.

TheCompany actively manages Derived Investments and realises these as opportunities arise.

The Company’s overall risk management programme seeks to maximise the returns derived for the level of risk to which the Company is exposed

and seeks to minimise potential adverse effects on the Company’s financial performance. Investments made by the Company potentially carry a

significant level of risk. There can be no assurance that the Company’s objectives will be achieved or that there will be a return of capital invested.

The management of financial risks is carried out by the Investment Manager under the policies approved by the Board of Directors. The Investment

Manager regularly updates the Board of Directors, a minimum of four times a year, on its activities and any material risk identified.

The Investment Manager manages financial risk against an investment reporting and monitoring framework tailored to the Company. The

framework monitors investment strategy, investment limits and restrictions as detailed in the prospectus along with additional financial metrics

deemed to be fundamental in the running and monitoring of the Invested Portfolio. The Invested Portfolio is monitored in real time which enables

theInvestment Manager to keep a close review on performance and positioning.

The Company’s activities expose it to a variety of financial risks: credit risk, liquidity risk and market risk including price risk, foreign currency risk and

interest rate risk. The Company is also exposed to operational risks such as custody risk. Custody risk is the risk of loss of securities held in custody

occasioned by the insolvency or negligence of the custodian. Although an appropriate legal framework is in place that mitigates the risk of loss of title

of the securities held by the custodian, in the event of failure, the ability of the Company to transfer the securities might be impaired. At 31 December

2021 and 31 December 2020, the Company’s custodians were ING and HSBC, both with A- credit ratings.

The Company considers concentration risk and noted that though it follows a sector-focused strategy, with four key sectors, both the Private Equity

Investments’ underlying portfolios and Derived Investments are diversified as they are split across a number of sub-sectors, operate in a number of

different geographic regions and are also diversified by vintage.

CREDIT RISK

Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations. This risk arises

principally from the Company’s investment in debt, cash and cash equivalents, investment receivables and other receivables.

31 DECEMBER

2021

€’000 % OF NAV

31 DECEMBER

2020

€’000 % OF NAV

Debt investments 304,609 20% 275,739 23%

Cash and cash equivalents 108,482 7% 124,569 10%

Investment receivables 33,603 2% 1,338 0%

Other receivables 1,347 0% – 0%

Total 448,041 29% 401,646 33%

(A) DEBT INVESTMENTS

The Investment Manager manages the risk related to debt investments by assessing the credit quality of the issuers and monitoring this through the

term of investment. The credit quality of the Company’s debt investments is summarised in the table below:

RATING (S&P)

31 DECEMBER

2021

€’000

% OF DEBT

INVESTMENTS % OF NAV

31 DECEMBER

2020

€’000

% OF DEBT

INVESTMENTS % OF NAV

B 34,242 11% 2% 28,223 10% 2%

B- 116,077 38% 8% 57,431 21% 5%

CCC+ 34,675 11% 2% 61,558 22% 5%

CCC 42,447 15% 3% 44,345 17% 4%

N/R

77,168 25% 5% 84,182 30% 7%

Total 304,609 100% 20% 275,739 100% 23%

1. Not currently rated by S&P

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

Financial statements

12 FINANCIAL RISK MANAGEMENT CONTINUED

The Investment Manager also reviews the debt investments’ industry sector concentration. The Company was exposed to concentration risk in the

following industry sectors:

31 DECEMBER

2021

€’000

% OF DEBT

INVESTMENTS % OF NAV

31 DECEMBER

2020

€’000

% OF DEBT

INVESTMENTS % OF NAV

Tech & Digital

122,051 40.1% 8% 130,677 47% 11%

Services 65,436 21.5% 4% 59,117 22% 5%

Healthcare 104,634 34.4% 7% 85,945 31% 7%

Internet/Consumer 12,488 4% 1% – 0% 0%

Total 304,609 100% 20% 275,739 100% 23%

(B) CASH AND CASH EQUIVALENTS

The Company limits its credit risk exposure in cash and cash equivalents by depositing cash with adequately rated institutions. No allowance for

impairment is made for cash and cash equivalents.

The exposure to credit risk to cash and cash equivalents is set out below:

CREDIT RATING

31 DECEMBER

2021

€’000

31 DECEMBER

2020

€’000

Cash held in banks A 316 70

Cash held in banks A- 205 254

Cash held in banks BBB+ 19,455 43,437

Cash held in money market funds

AAA 88,506 80,808

Total 108,482 124,569

The Company’s cash is held with RBS International, HSBC, ING and JP Morgan, Goldman Sachs and Deutsche Bank money market funds.

The Company monitors the credit risk of investment receivables, where the majority had a credit rating of CCC+ at year end, and other receivables on

an ongoing basis. These assets are not considered impaired nor overdue for repayment.

LIQUIDITY RISK

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. Such obligations are met through a

combination of liquidity from the sale of investments, revolving credit facility as well as cash resources. In accordance with the Company’s policy,

theInvestment Manager monitors the Company’s liquidity position on a regular basis; the Board of Directors also reviews it, at a minimum, on a

quarterly basis.

The Company invests in two portfolios, Private Equity Investments and Derived Investments. Each portfolio has a different liquidity profile.

Derived Investments in the form of listed securities are considered to be liquid investments that the Company may realise on short notice. These are

determined to be readily realisable, as the majority are listed on major global stock exchanges. Derived Investments in the form of debt and unlisted

equity have a mixed liquidity profile as some positions may not be readily realisable due to an inactive market or due to other factors such as restricted

trading windows during the year. Debt investments held in actively traded bonds are considered to be readily realisable.

The Company’s Private Equity Investments are not readily realisable although, in some circumstances, they could be sold in the secondary market,

potentially at a discounted price. The timing and quantum of Private Equity distributions is difficult to predict, however, the Company has some

visibility on capital calls as the majority of the underlying funds operate capital call facilities. These are typically drawn by the underlying funds for

periods of c.12 months to fund investments and fund operating expenses, and provide the Company with reasonable visibility of calls for this period.

The table below summarises the maturity profile of the Company’s financial liabilities at 31 December 2021 based on contractual undiscounted

repayment obligations. The contractual maturities of most financial liabilities are less than three months, with the exception of the revolving credit

facility and commitments to Private Equity Investments, where their expected cash flow dates are summarised in the tables below.

The Company does not manage liquidity risk on the basis of contractual maturity, instead the Company manages liquidity risk based on expected

cash flows.

31 DECEMBER 2021

UP TO

3MONTHS

€’000

3–12 MONTHS

€’000

1–5 YEARS

€’000

TOTAL

€’000

Investment payables 67 - - 67

Accrued expenses 1,708 - - 1,708

Private Equity Investments outstanding commitments and recallable distributions 33,322 160,963 190,989 385,274

Derived Investments commitments

3,794 7,732 - 11,526

Total 38,891 168,695 190,989 398,575

1. Represents the undrawn amount outstanding on a number of delayed draw debt commitments and a revolving credit facility position

Apax Global Alpha Limited / Annual Report and Accounts 2021

12 FINANCIAL RISK MANAGEMENT CONTINUED

31 DECEMBER 2020

UP TO

3MONTHS

€’000

3–12 MONTHS

€’000

1–5 YEARS

€’000

TOTAL

€’000

Investment payables

30,965 – – 30,965

Accrued expenses 1,481 – – 1,481

Private Equity Investments outstanding commitments and recallable distributions 53,543 60,590 344,698 458,831

Total 85,989 60,590 344,698 491,277

The Company has outstanding commitments and recallable distributions to Private Equity Investments as summarised below:

31 DECEMBER

2021

€’000

31 DECEMBER

2020

€’000

Apax Europe VI 225 225

Apax Europe VII 1,030 1,030

Apax VIII 20,473 20,440

Apax IX 44,061 25,870

Apax X 207,523 379,355

AMI Opportunities 12,595 11,457

Apax Digital Fund 20,211 20,454

Apax Digital Fund II 79,156 –

Total 385,274 458,831

At 31 December 2021, the Company had undrawn commitments and recallable distributions of €385.2m (31 December 2020: €458.8m), of which

€194.3m (31 December 2020: €114.1m) is expected to be drawn within 12 months. The increase in expected calls due within 12 months is mainly due

to Apax X. Additionally, the Company expects draw downs of €11.5m from Derived Investments in the next 12 months for delayed draw and revolving

credit facility debt positions held.

The Company has access to a short-term revolving credit facility upon which it can draw up to €140.0m. The Company may utilise this facility in the

short term to bridge Private Equity calls and ensure that it can realise the Derived Investments at the best price available. At 31 December 2021, the

facility remained undrawn (31 December 2020: €Nil).

At year end, the Company’s investments are recorded at fair value. The remaining assets and liabilities are of a short-term nature and their fair values

approximate their carrying values.

MARKET RISK

Market risk is the risk that changes in market prices such as foreign currency exchange rates, interest rates and equity prices will affect the Company’s

income or the value of its investments. The Company aims to manage this risk within acceptable parameters while optimising the return.

(A) PRICE RISK

The Company is exposed to price risk on its Private Equity Investments and Derived Investments. All positions within the portfolio involve a degree

of risk and there are a wide variety of risks that affect how the price of each individual investments will perform. The key price risks in the Company’s

portfolio include, but are not limited to: investment liquidity – where a significant imbalance between buyers and sellers can cause significant

increases or decreases in prices; the risk that a company which has issued a bond or a loan has its credit rating changed, which can lead to significant

pricing risk; and general investment market direction, where various factors such as the state of the global economy or global political developments

can impact prices.

For the year ended 31 December 2021, the main price risks for the Company’s portfolio were market uncertainty due to the global Covid-19

pandemic and economic uncertainty inEurope and the US together with uncertainty regarding fiscal policy. The Investment Manager actively

manages and monitors price risk. The table below reflects the sensitivity of price risk of the Invested Portfolio and the impact on NAV:

31 DECEMBER 2021

BASE CASE

€’000

BULL CASE

(+20%)

€’000

BEAR CASE

(-20%)

€’000

Financial assets

1,349,477 1,619,372 1,079,581

Financial liabilities

(1,067) (853) (1,280)

Change in NAV and profit

269,682 (269,682)

Change in NAV (%) 18% -18%

Change in total income 74% -74%

Change in profit for the year 78% -78%

31 DECEMBER 2020

BASE CASE

€’000

BULL CASE

(+20%)

€’000

BEAR CASE

(-20%)

€’000

Financial assets

1,107,723 1,329,268 886,178

Change in NAV and profit

221,545 (221,545)

Change in NAV (%) 18% -18%

Change in total income 131% -131%

Change in profit for the year 137% -137%

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

Financial statements

12 FINANCIAL RISK MANAGEMENT CONTINUED

(B) CURRENCY RISK

The Company is exposed to currency risk on those investments, cash, interest receivable and other non-current assets which are denominated

in a currency other than the Company’s functional currency, which is the euro. The Company does not hedge the currency exposure related to its

investments. The Company regards its exposure to exchange rate changes on the underlying investments as part of its overall investment return

and does not seek to mitigate that risk through the use of financial derivatives. The Company is also exposed to currency risk on fees which are

denominated in a currency other than the Company’s functional currency.

The Company’s exposure to currency risk on net assets is as follows:

AT 31 DECEMBER 2021

EUR

€’000

USD

€’000

GBP

€’000

INR

€’000

HKD

€’000

NZD

€’000

CHF

€’000

TOTAL

€’000

Financial assets and liabilities at FVTPL 499,938 790,630 34,337 4,225 6,792 12,488 – 1,348,410

Cash and cash equivalents 98,643 8,995 527 316 – – 1 108,482

Investment receivables – 33,603 – – – – – 33,603

Interest receivable

– 980 – – – 329 – 1,309

Other receivables (1) – 39 – – – – 38

Investment payables – (67) - – – – – (67)

Accrued expenses (1,525) – (183) – – – – (1,708)

Total net foreign currency exposure 597,055 834,141 34,720 4,541 6,792 12,817 1 1,490,067

AT 31 DECEMBER 2020

EUR

€’000

USD

€’000

GBP

€’000

INR

€’000

HKD

€’000

NZD

€’000

CHF

€’000

TOTAL

€’000

Financial assets and liabilities at FVTPL 412,497 646,226 20,741 8,462 7,070 12,727 – 1,107,723

Cash and cash equivalents 50,359 46,805 27,335 70 – – – 124,569

Investment receivables – 151 – – – – – 151

Interest receivable – 1,127 – – – 17 – 1,144

Other receivables 43 – – – – – – 43

Investment payables – (30,965) – – – – – (30,965)

Accrued expenses (1,212) (122) (147) – – – – (1,481)

Total net foreign currency exposure 461,687 663,222 47,929 8,532 7,070 12,744 – 1,201,184

The Company’s sensitivity to changes in foreign exchange movements on net assets is summarised below:

31 DECEMBER 2021

BASE CASE

€’000

BULL CASE

(+15%)

€’000

BEAR CASE

(-15%)

€’000

USD 834,141 959,262 709,020

GBP 34,720 39,928 29,512

INR 4,541 5,222 3,860

HKD 6,792 7,811 5,773

NZD 12,817 14,740 10,894

CHF 1 1 1

Change in NAV and profit 133,952 (133,952)

Change in NAV (%) 9% -9%

Change in total income 37% -37%

Change in profit for the year 39% -39%

31 DECEMBER 2020

BASE CASE

€’000

BULL CASE

(+15%)

€’000

BEAR CASE

(-15%)

€’000

USD 663,222 762,705 563,739

GBP 47,929 55,118 40,740

INR 8,532 9,812 7,252

HKD 7,070 8,131 6,010

NZD 12,744 14,656 10,832

CHF – – –

Change in NAV and profit 110,925 (110,925)

Change in NAV (%) 9% -9%

Change in total income 66% -66%

Change in profit for the year 68% -68%

Apax Global Alpha Limited / Annual Report and Accounts 2021

12 FINANCIAL RISK MANAGEMENT CONTINUED

Interest rate risk arises from the effects of fluctuations in the prevailing levels of market interest rates on financial assets and liabilities and future cash

flows. The Company holds debt investments, loans payable and cash and cash equivalents that expose the Company to cash flow interest rate risk.

The Company’s policy makes provision for the Investment Manager to manage this risk and to report to the Board of Directors as appropriate.

The Company’s exposure to interest rate risk was €413.1m (31 December 2020: €400.3m). The analysis below assumes that the price remains

constant for both bull and bear cases. The impact of interest rate floors on the debt portfolio have been included in the bear case and fixed rate debt

positions have been excluded from the below:

31 DECEMBER 2021

BASE CASE

€’000

BULL CASE

(+500BPS)

€’000

BEAR CASE

(-500BPS)

€’000

Cash and cash equivalents 108,482 113,906 103,058

Debt 304,609 319,839 304,609

Change in NAV and profit 20,655 (5,424)

Change in NAV (%) 1% 0%

Change in total income 6% -1%

Change in profit for the year 6% -2%

31 DECEMBER 2020

BASE CASE

€’000

BULL CASE

(+500BPS)

€’000

BEAR CASE

(-500BPS)

€’000

Cash and cash equivalents 124,569 130,797 118,341

Debt 275,739 289,526 275,739

Change in NAV and profit 20,015 (6,228)

Change in NAV (%) 2% -1%

Change in total income 12% -4%

Change in profit for the year 12% -4%

(D) CONCENTRATION RISK

The Investment Manager also reviews the concentration risk of the Invested Portfolio. The spread of the portfolio across the four key sectors is set

out below:

% OF

PRIVATE EQUITY

31 DECEMBER

2021

% OF DEBT

INVESTMENTS

31 DECEMBER

2021

% OF EQUITY

INVESTMENTS

31 DECEMBER

2021

% OF

PRIVATE EQUITY

31 DECEMBER

2020

% OF DEBT

INVESTMENTS

31 DECEMBER

2020

% OF EQUITY

INVESTMENTS

31 DECEMBER

2020

Tech & Digital

41% 40% 0% 46% 47% 36%

Services

24% 21% 47% 27% 22% 39%

Healthcare 18% 35% 22% 15% 31% 16%

Internet/Consumer 17% 4% 22% 11% 0% 3%

Other 0% 0% 9% 1% 0% 6%

Total 100% 100% 100% 100% 100% 100%

CAPITAL MANAGEMENT

The Company’s capital management objectives are to maintain a strong capital base to ensure the Company will continue as a going concern,

maximise capital appreciation and provide regular dividends to its shareholders. The Company’s capital comprises of non-redeemable ordinary

shares and retained earnings.

The ordinary shares are listed on the London Stock Exchange. The Board receives regular reporting from its corporate broker which provides

insight into shareholder sentiment and movements in the NAV per share discount. The Board monitors and assesses the requirement for discount

management strategies.

13 FAIR VALUE ESTIMATION

(A) INVESTMENTS MEASURED AT FAIR VALUE

IFRS 13 “Fair Value Measurement” requires the Company to classify fair value measurements using a fair value hierarchy that reflects the significance

of the inputs used to make those measurements. The fair value hierarchy has the following levels:

– Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1).

– Valuation techniques based on observable inputs (other than quoted prices included within level 1), that are observable for the asset or liability,

either directly (that is, as prices) or indirectly (that is, derived from prices). This category includes instruments valued using: quoted market prices

in active markets for similar but not identical instruments; quoted prices for identical instruments in markets that are not considered to be active;

and, other valuation techniques where all the significant inputs are directly or indirectly observable from market data (level 2).

– Valuation techniques for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).

The level in the fair value hierarchy within which the fair value measurement is categorised in its entirety is determined on the basis of the lowest

level input that is significant to the fair value measurement in its entirety. If a fair value measurement uses observable inputs that require significant

adjustment based on unobservable inputs, that measurement is a level 3 measurement. Assessing the significance of a particular input to the fair

value measurement in its entirety requires judgement, considering factors specific to the asset or liability.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

Financial statements

13 FAIR VALUE ESTIMATION CONTINUED

(A) INVESTMENTS MEASURED AT FAIR VALUE CONTINUED

The determination of what constitutes “observable” requires significant judgement by the Company. The Company considers observable data to

be market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources

that are actively involved in the relevant market. The Company also determines if there is a transfer between each respective level at the end of each

reporting period based on the valuation information available.

The following table analyses within the fair value hierarchy the Company’s financial assets and financial liabilities (by class) measured at fair value at

31 December 2021:

ASSETS AND LIABILITIES

LEVEL 1

€’000

LEVEL 2

€’000

LEVEL 3

€’000

TOTAL

€’000

Private Equity financial assets – – 1,013,922 1,013,922

Private Equity financial liabilities – – (1,067) (1,067)

Derived Investments 21,376 295,701 18,478 335,555

Debt

– 295,701 8,908 304,609

Equities 21,376 – 9,570 30,946

Total 21,376 295,701 1,031,333 1,348,410

The following table analyses within the fair value hierarchy the Company’s financial assets and liabilities (by class) measured at fair value at

31 December 2020:

ASSETS

LEVEL 1

€’000

LEVEL 2

€’000

LEVEL 3

€’000

TOTAL

€’000

Private Equity financial assets – – 788,307 788,307

Derived Investments 39,480 275,739 4,197 319,416

Debt

– 275,739 – 275,739

Equities 39,480 – 4,197 43,677

Total 39,480 275,739 792,504 1,107,723

IFRS 13 requires the Company to describe movements in and transfers between levels of the fair value hierarchy. The Company determines if there is

a transfer between each respective level at the end of each reporting period based on the valuation information available.

There were no transfers to or from level 1, level 2 or level 3 during the period.

(B) SIGNIFICANT UNOBSERVABLE INPUTS USED IN MEASURING FAIR VALUE

The Company values debt instruments in the Derived Portfolio using third-party market data and broker quotes where available. Where such

information is not available the Company uses models that take account of factors that are relevant to each investment and that prioritise the use of

observable inputs.

The Company values unquoted equities in the Derived Portfolio using recent transaction data where applicable or models that utilise comparable

company multiples applied to budgeted and historical earnings.

The Company values its holdings in Private Equity based on the NAV statements it receives from the respective underlying fund. The main inputs

intothe valuation models used to value the underlying level 3 investments within the Private Equity Funds are earnings multiples (based on the

earningsmultiples of comparable listed companies). These are applied to the budgeted or historical earnings of each investment. In addition,

originaltransaction price, recent transactions in the same or similar instruments and completed third-party transactions in comparable

instruments are also considered.

The fair value of investments in subsidiaries is considered to be the NAV of the underlying subsidiaries which includes the fair value of investments

held net of other net current assets or liabilities. The fair value of the underlying investments held are included within the Derived Investments

disclosures as relevant.

Movements in level 3 investments are summarised in the table below:

YEAR ENDED

31 DECEMBER 2021

YEAR ENDED

31 DECEMBER 2020

PRIVATE EQUITY

INVESTMENTS

€’000

DERIVED

INVESTMENTS

€’000

TOTAL

€’000

PRIVATE EQUITY

INVESTMENTS

€’000

DERIVED

INVESTMENTS

€’000

TOTAL

€’000

Opening fair value 788,307 4,197 792,504 766,278 2,554 768,832

Additions 199,941 8,623 208,564 55,651 – 55,651

Disposals and repayments (275,146) – (275,146) (207,280) – (207,280)

Realised gains on financial assets

58,404 – 58,404 100,142 – 100,142

Unrealised gains on financial assets 242,416 5,658 248,074 73,516 1,643 75,159

Unrealised losses on financial liabilities (1,067) – (1,067) – – –

Transfers into level 3 – – – – – –

Closing fair value 1,012,855 18,478 1,031,333 788,307 4,197 792,504

Financial assets held at FVTPL 1,013,922 18,478 1,032,400 788,307 4,197 792,504

Financial liabilities held at FVTPL (1,067) – (1,067) – – –

The unrealised gains attributable to only assets held at 31 December 2021 were €248.1m (31 December 2020: €75.2m).

Apax Global Alpha Limited / Annual Report and Accounts 2021

13 FAIR VALUE ESTIMATION CONTINUED

(B) SIGNIFICANT UNOBSERVABLE INPUTS USED IN MEASURING FAIR VALUE CONTINUED

The table below sets out information about significant unobservable inputs used in measuring financial instruments categorised as level 3 in the fair

value hierarchy:

DESCRIPTION VALUATION TECHNIQUE

SIGNIFICANT

UNOBSERVABLE INPUTS

SENSITIVITY TO CHANGES IN SIGNIFICANT

UNOBSERVABLE INPUTS

31 DECEMBER

2021

VALUATION

€’000

31 DECEMBER

2020

VALUATION

€’000

Private Equity

financial assets

Private Equity

financial

liabilities

NAV adjusted for carried interest NAV The Company does not apply further

discount or liquidity premiums to the

valuations as these are already captured

in the underlying valuation. This NAV is

subject to changes in the valuations of the

underlying portfolio companies. These

can be exposed to a number of risks,

including liquidity risk, price risk, credit risk,

currency risk and interest rate risk.

A movement of 10% in the value of Private

Equity Investments would move the NAV

at the year end by 6.8% (31 December

2020: 6.6%).

1,013,922

(1,067)

788,307

–

Debt The Company holds a convertible

preferred instrument, the value of

which is determined by the probability

weighted average of the instrument

converting or not converting at the

valuation date

Probability of

conversion

On a look-through basis the Company held

1 debt position (31 December 2020: 0)

which had probability of conversion of 60%

applied.

A movement of 10% in the conversion

percentage would result in a movement of

0.0% on NAV at year end.

8,908 –

Equities Comparable company earnings

multiples and/or precedent

transaction analysis

Comparable

company

multiples

The Company held 2 equity positions

(31 December 2020: 3) of which 2 positions

(31 December 2020: 3) were valued using

comparable company multiples. The

average multiple was 7.8x (31December

2020: 9.0x).

A movement of 10% in the multiple applied

would move the NAV at year end by 0.1%

(31 December 2020: 0.1%).

9,426 4,197

14 SHAREHOLDERS’ CAPITAL

At 31 December 2021, the Company had 491,100,768 ordinary shares fully paid with no par value in issue (31 December 2020: 491,100,768 shares).

Allordinary shares rank pari passu with each other, including voting rights and there has been no change since 31 December 2020.

The Company has one share class; however, a number of investors are subject to lock-up periods, which restricts them from disposing of ordinary

shares issued at admission. For investors which had five-year lock-up period at admission, all of these shares have been released following the

fifth anniversary on the 15 June 2020. For investors with ten-year lock-up periods, 20% of ordinary shares were released from lock-up this year on

15 June 2021 with a further 20% being released annually until 15 June 2025. Additionally, where the Company awards the Investment Manager with

performance shares - these are subject to a one year lock-up from date of receipt.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

Financial statements

15 EARNINGS AND NAV PER SHARE

EARNINGS

YEAR ENDED

31 DECEMBER 2021

YEAR ENDED

31 DECEMBER 2020

Profit or loss for the year attributable to equity shareholders: €’000 344,904 161,983

Weighted average number of shares in issue

Ordinary shares at end of year 491,100,768 491,100,768

Shares issued in respect of performance fee – –

Total weighted ordinary shares 491,100,768 491,100,768

Dilutive adjustments – –

Total diluted weighted ordinary shares 491,100,768 491,100,768

Effect of performance fee adjustment on ordinary shares

Performance shares to be awarded based on a liquidation basis

3,109,665 –

Adjusted shares

494,210,433 491,100,768

Earnings per share (cents)

Basic 70.23 32.98

Diluted 70.23 32.98

Adjusted 69.79 32.98

31 DECEMBER

2021

31 DECEMBER

2020

NAV €’000

NAV at end of year 1,490,067 1,201,184

NAV per share (€)

NAV per share 3.03 2.45

Adjusted NAV per share 3.02 2.45

1. The number of performance shares is calculated inclusive of deemed realised performance shares that would be issued utilising the theoretical performance fee payable calculated on a liquidation basis

2. The calculation of Adjusted Shares above assumes that new shares were issued by the Company to the Investment Manager in lieu of the performance fee. As per the prospectus, the Company may also

purchase shares from the market if the Company is trading at a discount to its NAV per share. In such a case, the Adjusted NAV per share would be calculated by taking the NAV at the year adjusted for the

performance fee reserve and then divided by the current number of ordinary shares in issue. At 31 December 2021, the Adjusted NAV per share for both methodologies resulted in an Adjusted NAV per

share of €3.02 ( 31 December 2020: €2.45) respectively.

At 31 December 2021, there were no items that would cause a dilutive effect on earnings per share. The adjusted earnings per share has been

calculated based on the profit attributable to shareholders adjusted for the total accrued performance fee at year end over the weighted average

number of ordinary shares. This has been calculated on a full liquidation basis.

16 DIVIDENDS

DIVIDENDS PAID TO SHAREHOLDERS DURING THE YEAR

YEAR ENDED 31 DECEMBER 2021 YEAR ENDED 31 DECEMBER 2020

€’000 € £’000 £ €’000 € £’000 £

Final dividend paid for 2020/ 2019 30,005 6.11c 25,930 5.28p 26,356 5.59c 22,984 4.68p

Interim dividend paid for 2021/2020 34,406 7.05c 29,319 5.97p 26,519 5.40c 23,916 4.87p

Total 64,411 13.16c 55,249 11.25p 52,875 10.99c 49,900 9.55

DIVIDENDS TO SHAREHOLDERS IN RESPECT OF THE YEAR

YEAR ENDED 31 DECEMBER 2021 YEAR ENDED 31 DECEMBER 2020

€’000 € £’000 £ €’000 € £’000 £

Final dividend proposed 37,275 7.59c 31,234 6.36p 30,006 6.11c 25,930 5.28p

Interim dividend paid 34,406 7.05c 29,319 5.97p 26,519 5.40c 23,916 4.87p

Total 71,681 14.64c 60,553 12.33p 56,525 11.51c 49,846 10.15p

On 1 March 2022, the Board approved the final dividend for 2021, 6.36 pence per share (7.59 cents euro equivalent). This represents 2.5% of the

Company’s euro NAV at 31 December 2021 and will be paid on 4 April 2022.

On 19 August 2021, the Board approved an interim dividend for the six months ended 30 June 2021, 5.97 pence per share (7.05 cents euro

equivalent). This represents 2.6% of the Company’s euro NAV at 30 June 2021 and was paid on 17 September 2021.

The Board considered the Company’s future liquidity position and ability to pay dividends and deemed it appropriate to maintain payment of the

interim and final dividend in respect of 2021.

17 SUBSEQUENT EVENTS

On 1 March 2022, the Board approved the final dividend for 2021, 6.36 pence per share (7.59 cents euro equivalent). This represents 2.5% of the

Company’s euro NAV at 31 December 2021 and will be paid on 4 April 2022.

Apax Global Alpha Limited / Annual Report and Accounts 2021

ADMINISTRATION

DIRECTORS (ALL NON-EXECUTIVE)

Tim Breedon CBE (Chairman)

Susie Farnon (Chair of the Audit Committee)

Chris Ambler

Mike Bane

Stephanie Coxon

REGISTERED OFFICE OF THE COMPANY

PO Box 656

East Wing

Trafalgar Court

Les Banques

St Peter Port

Guernsey GY1 3PP

Channel Islands

INVESTMENT MANAGER

Apax Guernsey Managers Limited

Third Floor, Royal Bank Place

1 Glategny Esplanade

St Peter Port

Guernsey GY1 2HJ

Channel Islands

INVESTMENT ADVISOR

Apax Partners LLP

33 Jermyn Street

London

SW1Y 6DN

United Kingdom

www.apax.com

ADMINISTRATOR, COMPANY SECRETARY AND DEPOSITARY

Aztec Financial Services (Guernsey) Limited

PO Box 656

East Wing

Trafalgar Court

Les Banques

St Peter Port

Guernsey GY1 3PP

Channel Islands

Tel: +44 (0)1481 749 700

AGA-admin@aztecgroup.co.uk

www.aztecgroup.co.uk

CORPORATE BROKER

Jefferies International Limited

100 Bishopsgate

London EC2N 4JL

United Kingdom

REGISTRAR

Link Asset Services

Mont Crevelt House

Bulwer Avenue

St Sampson

Guernsey GY2 4LH

Channel Islands

Tel: +44 (0) 871 664 0300

enquiries@linkgroup.co.uk

www.linkassetservices.com

INDEPENDENT AUDITOR

KPMG Channel Islands Limited

Glategny Court

St Peter Port

Guernsey GY1 1WR

Channel Islands

ASSOCIATION OF INVESTMENT COMPANIES – AIC

The AIC is the trade body for closed-ended investment companies. It

helps its member companies deliver better returns for their investors

through lobbying, media engagement, technical advice, training, and

events.

www.theaic.co.uk

DIVIDEND TIMETABLE

Announcement: 2 March 2022

Ex-dividend date: 10 March 2022

Record date: 11 March 2022

Payment date: 4 April 2022

EARNINGS RELEASES

Earnings releases are expected to be issued on or around 6 May and

4 November 2022. The interim results for the six months to 30 June

2022 are expected to be issued around 19 August 2022.

STOCK SYMBOL

London Stock Exchange: APAX

ENQUIRIES

Any enquiries relating to shareholdings on the share register (for

example, transfers of shares, changes of name or address, lost share

certificates or dividend cheques) should be sent to the Registrars

at the address given above. The Registrars offer an online facility at

www.signalshares.com which enables shareholders to manage their

shareholding electronically.

INVESTOR RELATIONS

Enquiries relating to AGA’s strategy and results or if you would like to

arrange a meeting, please contact:

Katarina Sallerfors

Investor Relations – AGA

Apax Partners LLP

33 Jermyn Street

London

SW1Y 6DN

United Kingdom

Tel: +44 (0) 207 872 6300

investor.relations@apaxglobalalpha.com

Shareholder information

INVESTMENT POLICY

The Company’s investment policy is to make (i) Private Equity

Investments, which are primary and secondary commitments to,

and investments in, existing and future Apax Funds and (ii) Derived

Investments, which Apax will typically identify as a result of the process

that Apax Partners undertakes in its private equity activities and which

will comprise direct or indirect investments other than Private Equity

Investments, including primarily investments in public and private debt,

as well as limited investments in equity, primarily in listed companies. For

the foreseeable future, the Board believes that market conditions and

the relative attractiveness of investment opportunities in private equity

will cause the Company to hold the majority of its investments in private

equity assets. The investment mix will fluctuate over time due to market

conditions and other factors, including calls for and distributions from

Private Equity Investments, the timing of making and exiting Derived

Investments and the Company’s ability to invest in future Apax Funds.

The actual allocation may therefore fluctuate according to market

conditions, investment opportunities and their relative attractiveness,

the cash flow requirements of the Company, its dividend policy and

other factors.

PRIVATE EQUITY INVESTMENTS

The Company expects that it will seek to invest in any new Apax Funds

that are raised in the future. Private Equity Investments may be made

into Apax Funds with any target sectors and geographic focus and may

be made directly or indirectly. The Company will not invest in third-party

managed funds.

DERIVED INVESTMENTS

The Company will typically follow the Apax Group’s core sector and

geographical focus in making Derived Investments, which may be made

globally. Derived Investments may include among others: (i) direct

and indirect investments in equity and debt instruments, including

equity in private and public companies, as well as in private and public

debt which may include sub-investment grade and unrated debt

instruments; (ii) co-investments with Apax Funds or third parties; (iii)

investments in the same or different types of equity or debt instruments

in portfolio companies as the Apax Funds and may potentially include (iv)

acquisitions of Derived Investments from Apax Funds or third-parties;

and (v) investments in restructurings; and (vi) controlling stakes

incompanies.

INVESTMENT RESTRICTIONS

The following specific investment restrictions apply to the Company’s

investment policy:

– no investment or commitment to invest shall be made in any

ApaxFund which would cause the total amounts invested by

the Company in, together with all amounts committed by the

Company to, such Apax Fund to exceed, at the time of investment

or commitment, 25% of the Gross Asset Value; this restriction

does not apply to any investments in or commitments to invest

made to any Apax Fund that has investment restrictions restricting

it from investing or committing to invest more than 25% of its total

commitments in any one underlying portfolio company;

– not more than 15% of the Gross Asset Value may be invested in any

one portfolio company of an Apax Fund on a look-through basis;

– not more than 15% of the Gross Asset Value may be invested in any

one Derived Investment; and

– in aggregate, not more than 20% of the Gross Asset Value is intended

to be invested in Derived Investments in equity securities of publicly

listed companies. However, such aggregate exposure will always be

subject to an absolute maximum of 25% of the Gross Asset Value.

The aforementioned restrictions apply as at the date of the relevant

transaction or commitment to invest. Hence, the Company would not be

required to effect changes in its investments owing to appreciations or

depreciations in value, distributions or calls from existing commitments

to Apax Funds, redemptions or the receipt of, or subscription for, any

rights, bonuses or benefits in the nature of capital or of any acquisition or

merger or scheme of arrangement for amalgamation, reconstruction,

conversion or exchange or any redemption, but regard shall be had

to these restrictions when considering changes or additions to the

Company’s investments (other than where these investments are

dueto commitments made by the Company earlier).

The Company may borrow in aggregate up to 25% of Gross Asset Value

at the time of borrowing to be used for financing or refinancing (directly

or indirectly) its general corporate purposes (including without limitation,

any general liquidity requirements as permitted under its Articles of

Incorporation), which may include financing short-term investments

and/or buybacks of ordinary shares. The Company does not intend

tointroduce long-term structural gearing.

Apax Global Alpha Limited / Annual Report and Accounts 2021

Alternative Investment Fund

Managers Directive (“AIFMD”)

STATUS AND LEGAL FORM

The Company is a non-EU Alternative Investment Fund (“AIF”), being

aclosed-ended investment company incorporated in Guernsey and

listed on the London Stock Exchange. The Company’s registered office

is PO Box 656, East Wing, Trafalgar Court, Les Banques, St Peter Port,

Guernsey GY1 3PP.

REMUNERATION DISCLOSURE

This disclosure contains general information about the basic

characteristics of AGML’s (the “AIFM”) remuneration policies

and practices as well as some detailed information regarding the

remuneration policies and practices for board directors whose

professional activities have a material impact on the risk profile

of Apax Global Alpha Limited (the “AIF”).

This disclosure is intended to provide the information contemplated

by Section XIII of the ESMA Guidelines on sound remuneration policies

under the AIFMD and paragraph 8 of the Commission Recommendation

(2009/384/EC of 30 April 2009 on remuneration policies in the financial

services sector) taking into account the nature, scale and complexity of

the AIFM and the AIFs it manages. The AIFM is a non-EU manager and

the AIF is a non-EU closed-ended investment company incorporated in

Guernsey and listed on the London Stock Exchange.

The AIF is externally managed

by the AIFM. The AIFM does not have any

employees, however it does have a board of directors comprising four

people, two of whom are employees of Apax Partners Guernsey Limited

(“APG”) and two of whom are non-executive directors. No other persons

are remunerated directly from the AIFM for work in relation to the AIFM

or the AIF. The directors of the AIFM fall within the Directive definitions

as senior management and risk-takers as detailed below:

– “senior management” means the relevant persons responsible for

the supervision of the AIFM and for the assessment and periodical

review of the adequacy and effectiveness of the risk management

process and policies of the AIFM;

– “risk-takers” means all staff whose actions have a material impact

on the AIFM’s risk profile or the risk profile of the AIF and, given the

size of the AIFM’s operations, includes all staff of the AIFM who are

involved directly or indirectly in the management of the AIF.

GENERAL DESCRIPTION OF POLICY

The board of the AIFM has adopted a remuneration policy which applies

to the directors. The overarching aim of the policy is twofold: (i) to ensure

that there is no encouragement for risk-taking at the level of the AIF

which is inconsistent with the risk profile and investment strategy of the

AIF and (ii) to encourage proper governance, risk management and the

use of sound control processes. All directors are responsible for ensuring

the AIF acts in accordance with its investment policy and managing the

AIFM’s risks effectively. The policy recognises that two of the directors

are non-executive directors and two directors are Apax employees (the

“Apax directors”).

Remuneration (which excludes carried interest) paid to the directors is

not based on, or linked to, the overall performance of the AIF. Other than

described below, there is no variable component in the remuneration

paid to any of the directors for their services on the board and thus the

policy does not seek to identify quantitative and qualitative criteria by

which the directors’ performance can be assessed for the purposes

of adjusting a variable component of remuneration. Remuneration

paid to the directors is therefore not based on, or linked to, the overall

performance of the AIF.

GENERAL DESCRIPTION OF REMUNERATION GOVERNANCE

The remuneration process is overseen by the AIFM directors. The board

of the AIFM reviews the remuneration policy annually. The board of the

AIFM ensures that the policy is transparent and easy to understand.

REMUNERATION FRAMEWORK – OBJECTIVES

The remuneration of directors is described in the table below:

TYPE OF REMUNERATION PURPOSE

Non-executive

directors of the AIFM

x2 persons

– a contractual arrangement is in place with

each person for their services

– receive a set amount of remuneration

eachquarter

– the remuneration of these directors is

detailed in the disclosed remuneration value

APG employees as

directors of the AIFM

x2 persons

– the services provided by these directors is

included within the total fee payable for

services provided by the administrator to the

AIFM and the performance of these services

forms part of the employee’s duties

Variable remuneration – the AIFM may receive performance shares in

the AIF (as part of its performance fee

shares awarded) and may choose to award a

proportion of those shares to the APG

employees as Directors of the AIFM or to

other employees of the Apax Group on a

discretionary basis

QUANTITATIVE DISCLOSURES

The table below shows the breakdown of remuneration for the fiscal year

ended 31 December 2021, for the directors:

Total The total amount of fixed remuneration

for the reporting period paid by the AIFM

to its directors

£155,000

Performance

The total number of performance shares

awarded free from consideration during

theyear

5,094

Carried

interest

Not applicable to the AIF

1. From the Directive – “Depending on their legal form, it should be possible for AIFs to be either

externally or internally managed. An AIF should be deemed externally managed when an external

legal person has been appointed as manager by or on behalf of the AIF, which through such

appointment is responsible for managing the AIF”

2. The AIF will not pay carried interest, which can be confirmed in its prospectus

MATERIAL CHANGES

There have been no material changes to the information disclosed under

Article 23 of the AIFMD in the prospectus of the Company.

AIFMD

Shareholder information

QUARTERLY RETURNS SINCE 1Q17

TOTAL RETURN

(EURO) RETURN ATTRIBUTION

PRIVATE

EQUITY

DERIVED

DEBT

DERIVED

EQUITY

PRIVATE

EQUITY

DERIVED

DEBT

DERIVED

EQUITY

PERFORMANCE

FEE OTHER

TOTAL NAV

RETURN

1Q17 1.6% 0.5% 4.7% 0.7% 0.2% 0.6% (0.3%) 0.2% 1.4%

2Q17 (2.7%) (7.7%) 11.4% (1.9%) (2.4%) 2.9% (0.6%) (0.2%) (2.1%)

3Q17 1.0% (1.4%) 0.2% 0.8% (0.3%) 0.2% (0.2%) (0.9%) (0.3%)

4Q17 3.4% 5.2% 3.4% 1.8% 1.0% 1.0% (0.4%) 0.2% 3.5%

1Q18 0.0% (1.7%) (0.2%) (0.3%) 0.0% (0.1%) 0.2% (0.4%) (0.7%)

2Q18 11.0% 2.5% (1.8%) 6.9% 0.7% (0.2%) (0.3%) (0.1%) 6.9%

3Q18 5.4% 1.5% (10.4%) 3.5% 0.2% (1.8%) 0.1% (0.2%) 1.8%

4Q18 (0.0%) 2.3% (3.9%) (0.0%) 0.2% (0.7%) (0.2%) 0.1% (0.7%)

1Q19 12.3% 4.8% 1.2% 7.9% 0.9% 0.1% 0.0% (0.2%) 8.7%

2Q19 7.1% 0.9% (0.4%) 4.8% 0.2% 0.0% (0.3%) (0.2%) 4.4%

3Q19 6.9% 6.0% (3.5%) 4.3% 1.4% (0.4%) (0.2%) (0.2%) 4.9%

4Q19 3.0% 1.8% 14.9% 2.5% 0.1% 1.3% (0.5%) 0.0% 3.4%

1Q20 (11.6%) (7.7%) (25.1%) (8.0%) (1.8%) (1.8%) 0.0% (0.3%) (11.9%)

2Q20 16.0% 7.0% 14.8% 11.1% 1.6% 0.7% 0.0% (0.2%) 13.3%

3Q20 12.4% 2.1% (2.4%) 8.4% 0.4% (0.1%) 0.0% (0.3%) 8.5%

4Q20 8.7% (0.1%) 36.1% 6.0% 0.0% 1.0% 0.0% (0.1%) 6.9%

1Q21 13.7% 6.4% 18.3% 8.5% 1.6% 0.7% (0.2%) (0.2%) 10.4%

2Q21 9.5% 1.4% 8.2% 6.1% 0.4% 0.3% (0.1%) (0.2%) 6.5%

3Q21 13.6% 3.4% 6.5% 9.1% 0.9% 0.3% (0.2%) (0.2%) 9.9%

4Q21 (0.6%) 2.7% (3.7%) (0.4%) 0.7% (0.1%) (0.1%) (0.2%) (0.1%)

2017 3.3% (2.0%) 24.2% 1.6% (0.7%) 4.3% (1.4%) (1.7%) 2.2%

2018 17. 4% 4.5% (17.6%) 10.1% 1.2% (3.0%) 0.2% (1.4%) 7.1%

2019 33.9% 11.8% 9.1% 20.2% 2.7% 1.1% (1.0%) (0.3%) 22.7%

2020 25.4% 0.2% (3.8%) 15.9% 0.0% (0.2%) 0.0% (0.9%) 14.8%

2021 41.0% 13.4% 37. 5% 25.0% 4.0% 1.3% (0.7%) (0.9%) 28.7%

Apax Global Alpha Limited / Annual Report and Accounts 2021

TOTAL RETURN

(CONSTANT CURRENCY) RETURN ATTRIBUTION

PRIVATE

EQUITY

DERIVED

DEBT

DERIVED

EQUITY

PRIVATE

EQUITY

DERIVED

DEBT

DERIVED

EQUITY

PERFORMANCE

FEE OTHER

TOTAL NAV

RETURN

1Q17 2.0% 1.7% 4.5% 1.1% 0.7% 0.7% (0.3%) (0.2%) (0.6%) 1.4%

2Q17 1.5% (1.5%) 17.9% 0.7% (0.3%) 3.3% (0.5%) (0.6%) (4.8%) (2.1%)

3Q17 2.5% 1.7% 1.1% 1.3% 0.5% 0.5% (0.1%) (0.2%) (2.3%) (0.3%)

4Q17 4.5% 6.6% 3.9% 2.7% 1.4% 1.2% (0.4%) (0.2%) (1.1%) 3.5%

1Q18 1.3% 0.6% 2.4% 0.4% 0.4% 0.2% 0.3% (0.3%) (1.7%) (0.7%)

2Q18 8.9% (2.6%) (3.9%) 5.8% (0.2%) (0.6%) (0.3%) (0.5%) 2.7% 6.9%

3Q18 5.5% 1.0% (9.5%) 3.5% 0.1% (1.7%) 0.2% (0.2%) (0.1%) 1.8%

4Q18 (0.3%) 1.3% (4.9%) (0.2%) 0.1% (0.8%) (0.3%) 0.0% 0.5% (0.7%)

1Q19 10.0% 2.5% (1.5%) 6.4% 0.5% (0.2%) 0.0% (0.2%) 2.2% 8.7%

2Q19 8.0% 2.3% 0.8% 5.3% 0.5% 0.1% (0.3%) (0.2%) (1.0%) 4.4%

3Q19 4.8% 2.5% (5.1%) 3.1% 0.6% (0.6%) (0.2%) (0.3%) 2.3% 4.9%

4Q19 4.1% 3.7% 15.2% 3.2% 0.6% 1.3% (0.5%) 0.0% (1.2%) 3.4%

1Q20 (11.6%) (8.6%) (23.5%) (7.9%) (2.0%) (1.7%) 0.0% (0.2%) (0.1%) (11.9%)

2Q20 16.3% 8.4% 16.2% 11.4% 2.0% 0.8% 0.0% (0.2%) (0.6%) 13.3%

3Q20 15.9% 5.7% (1.0%) 10.7% 1.2% 0.0% 0.0% (0.2%) (3.2%) 8.5%

4Q20 11.0% 3.0% 37.2% 7.6% 0.7% 1.1% 0.0% (0.1%) (2.4%) 6.9%

1Q21 9.6% 2.5% 14.1% 6.0% 0.7% 0.6% (0.2%) (0.2%) 3.5% 10.4%

2Q21 10.2% 1.9% 9.2% 6.6% 0.5% 0.4% (0.1%) (0.2%) (0.7%) 6.5%

3Q21 11.8% 1.5% 5.4% 7.9% 0.5% 0.2% (0.2%) (0.1%) 1.6% 9.9%

4Q21 (2.3%) 1.0% (5.9%) (1.5%) 0.3% (0.1%) (0.2%) (0.2%) 1.6% (0.1%)

2017 10.0% 9.8% 35.7% 4.9% 2.1% 5.5% (1.3%) (1.0%) (8.0%) 2.2%

2018 15.9% 0.3% (17. 4%) 9.2% 0.4% (2.9%) 0.2% (1.5%) 1.7% 7.1%

2019 31.7% 9.6% 5.5% 19.3% 2.2% 0.7% (0.7%) (1.0%) 2.2% 22.7%

2020 32.6% 7.4% 2.5% 20.6% 1.7% 0.1% 0.0% (0.8%) (6.8%) 14.8%

2021 34.6% 6.9% 30.2% 21.0% 2.3% 1.1% (0.7%) (0.9%) 5.9% 28.7%

NOTE: All quarterly information included in the tables above is unaudited

1. Total Return for each respective sub-portfolio has been calculated by taking total gains or losses and dividing them by the sum of Adjusted NAV at the beginning of the period and the

time-weighted net invested capital. The time-weighted net invested capital is the sum of investments made during the period less realised proceeds received during the period, both

weighted by the number of days the capital was at work in the portfolio

2. Includes management fees and other general costs. It also includes FX on the euro returns table only

3. Includes the impact of FX movements on investments and FX on cash held during each respective period

QUARTERLY RETURNS SINCE 1Q17 CONTINUED

Shareholder information

PORTFOLIO ALLOCATION SINCE 1Q17

PORTFOLIO ALLOCATION

PORTFOLIO NAV (EURO) NAV (EURO)

PRIVATE

EQUITY

DERIVED

DEBT

DERIVED

EQUITY

NET CASH

AND NCAS

PRIVATE

EQUITY

DERIVED

DEBT

DERIVED

EQUITY

NET CASH

AND NCAS

TOTAL

NAV

TOTAL

ADJUSTED

NAV

1Q17 52% 30% 16% 2% 489.5 282.4 147.5 16.6 935.9 928.0

2Q17 50% 21% 13% 16% 457.6 195.3 119.5 148.0 920.4 908.1

3Q17 58% 21% 19% 1% 522.8 189.1 170.8 12.7 895.5 881.9

4Q17 63% 20% 14% 2% 590.2 188.4 132.1 19.2 929.9 912.4

1Q18 65% 15% 17% 3% 572.5 136.2 152.6 22.1 883.3 883.3

2Q18 67% 19% 17% (4%) 638.8 184.3 160.6 (35.8) 947. 8 943.9

3Q18 68% 17% 17% (2%) 638.9 158.1 159.0 (16.3) 939.7 937. 3

4Q18 64% 19% 15% 2% 591.5 178.3 142.3 18.7 930.8 930.8

1Q19 68% 18% 11% 3% 669.5 178.9 112 28.1 988.5 988.2

2Q19 56% 22% 12% 9% 582.9 232.1 123.3 96.2 1,034.5 1,031.9

3Q19 61% 24% 11% 4% 648.1 257.4 116.0 38.9 1,060.4 1,055.8

4Q19 70% 23% 8% (1%) 766.3 252.5 89.7 (9.5) 1,099.0 1,092.1

1Q20 69% 24% 4% 3% 643.1 221.4 44.3 27.4 936.2 936.2

2Q20 70% 22% 5% 3% 742.5 230.8 50.7 36.7 1,060.7 1,060.7

3Q20 70% 22% 3% 5% 784.1 243.4 32.3 64.3 1,124.1 1,124.1

4Q20 66% 23% 3% 8% 788.3 275.7 43.7 93.5 1,201.2 1,201.2

1Q21 64% 25% 4% 7% 830.7 322.8 46.1 99.9 1,299.5 1,296.6

2Q21 66% 28% 4% 2% 916.6 388.6 50.6 29.0 1,384.8 1,380.3

3Q21 68% 23% 3% 5% 1,016.1 348.8 51.5 73.2 1,489.6 1,483.0

4Q21 68% 20% 2% 10% 1,012.9 304.6 30.9 141.7 1,490.1 1,481.7

2017 56% 23% 16% 5% 515.0 213.8 142.5 49.1 920.4 907.6

2018 66% 18% 16% 0% 610.4 164.2 153.6 (2.8) 925.4 923.8

2019 64% 22% 11% 4% 666.7 230.3 110.2 38.4 1,045.6 1,042.0

2020 69% 23% 4% 5% 739.5 242.8 42.8 55.5 1,080.6 1,080.6

2021 67% 24% 3% 6% 944.1 341.2 44.8 86.0 1,416.0 1,410.4

1. For annual periods the average weighting over four quarters used

Apax Global Alpha Limited / Annual Report and Accounts 2021

GLOSSARY

ADF means the limited partnerships that

constitute the Apax Digital Private Equity fund.

ADFII means the limited partnerships that

constitute the Apax Digital II Private Equity

fund.

Adjusted NAV calculated by adjusting the

NAV at reporting periods, by the estimated

performance fee reserves.

Adjusted NAV per share calculated by dividing

the Adjusted NAV by the number of shares

inissue.

AEVI means the limited partnerships that

constitute the Apax Europe VI Private

Equity fund.

AEVII means the limited partnerships that

constitute the Apax Europe VII Private

Equityfund.

AGML or Investment Manager means Apax

Guernsey Managers Limited.

AIX means the limited partnerships that

constitute the Apax IX Private Equity fund.

AMI means the limited partnerships that

constitute the AMI Opportunities Fund

focusedon investing in Israel.

Apax Global Alpha or Company or AGA

means Apax Global Alpha Limited.

Apax Group means Apax Partners LLP and its

affiliated entities, including its sub-advisors, and

their predecessors, as the context may require.

Apax Partners or Apax or Investment

Advisor means Apax Partners LLP.

Apax Private Equity Funds or Apax Funds

means Private Equity funds managed, advised

and/or operated by Apax Partners.

APFS means Apax Partners Fund

ServicesLimited.

APG means Apax Partners Guernsey Limited.

AVIII means the limited partnerships that

constitute the Apax VIII Private Equity fund.

AX means the limited partnerships that

constitute the Apax X Private Equity fund.

Aztec means Aztec Financial Services

(Guernsey) Limited

B2B means business to business.

Capital Markets Practice or CMP consists of

a dedicated team of specialists within the Apax

Partners Group having in-depth experience

of the leverage finance debt markets,

including market conditions, participants and

opportunities. The CMP was initially set up

to support the investment advisory teams

within the Apax Group in structuring the debt

component of a private equity transaction. The

CMP has over the years expanded its mandate

to working alongside the investment advisory

teams to advise on Derived Debt Investments.

CEE Central and eastern Europe.

CSR Corporate social responsibility.

Custody risk is the risk of loss of securities

held in custody occasioned by the insolvency

ornegligence of the custodian.

Derived Debt Investments comprise

debt investments held within the Derived

Investments portfolio.

Derived Equity Investments comprise

equity investments held within the Derived

Investments portfolio.

Derived Investments comprise investments

other than Private Equity Investments,

including primary investments in public and

private debt, with limited investments in equity,

primarily in listed companies. In each case,

these are typically identified by Apax Partners

as part of its private equity activities.

Direct Deal costs means costs directly

attributable to the due diligence and execution

of deals completed by the Company (such

as broker fees and deal research costs). For

avoidance of doubt it excludes taxes payables

and general fund and administration costs.

EBITDA Earnings before interest, tax,

depreciation and amortisation.

Eligible Portfolio means the Derived Debt,

Derived Equity and Eligible Private Equity

portfolios.

Eligible Private Equity means the Private

Equity portfolio eligible for management fees

and performance fee. It represents interests in

Private Equity Investments held that do not pay

fees at the Apax Fund level.

ERP Enterprise resource planning.

ESG Environmental, social and governance.

EV Enterprise value.

FVTPL means fair value through profit or loss.

FX means foreign exchange.

Gross Asset Value or GAV means the Net

Asset Value of the Company plus all liabilities

ofthe Company (current and non-current).

Gross IRR or Internal Rate of Return means

an aggregate, annual, compound, internal

rate of return calculated on the basis of cash

receipts and payments together with the

valuation of unrealised investments at the

measurement date. Foreign currency cash

flows have been converted at the exchange

rates applicable at the date of receipt or

payment. For Private Equity Investments, IRR

is net of all amounts paid to the underlying

Investment Manager and/or general partner

of the relevant fund, including costs, fees and

carried interests. For Derived Investments,

IRR does not reflect expenses to be borne by

the relevant investment vehicle or its investors

including, without limitation, performance fees,

management fees, taxes and organisational,

partnership or transaction expenses.

Invested Portfolio means the part of AGA’s

portfolio which is invested in Private Equity and

Derived Investments, however excluding any

other investments such as legacy hedge funds

and cash.

Investor relations team means such investor

relations services as are currently provided to

AGA by the Investment Advisor.

IPO Initial public offering.

GTJA means Guotai Junan Securities.

KPI Key performance indicator.

LSE London Stock Exchange.

LTM Last twelve months.

Market capitalisation is calculated by taking

the share price at the reporting period date

multiplied by the number of shares in issue.

The euro equivalent is translated using the

exchange rate at the reporting period date.

MOIC Multiple of invested capital.

NBFC Non-bank financial company.

Net Asset Value or NAV means the value of

the assets of the Company less its liabilities as

calculated in accordance with the Company’s

valuation policy. NAV has no adjustments

related to the IPO proceeds or performance

feereserves.

NTM Next twelve months.

Shareholder information

OCI Other comprehensive income.

Ongoing charges are the Company’s ongoing

charges which are calculated in line with

guidance issued by the AIC. They comprise

of recurring costs such as administration

costs, management fees paid to AGML and

management fees paid to the underlying

Private Equity funds’ general partners. They

specifically exclude deal costs, taxation,

financing costs, performance fees and other

non-recurring costs. A reconciliation between

costs per the financial statements and those

used in the ongoing charges are set out below:

ALL IN €’000

OPERATING COSTS

TOTAL PER

STATEMENT

OF PROFIT

OR LOSS

AND OCI

EXCLUDED

FROM AIC

ONGOING

CHARGES

INCLUDED

IN AIC

ONGOING

CHARGES

Performance fee 8,390 8,390 –

Management fee 3,782 – 3,782

Admin and other

expenses

2,707 357 2,350

Other admin and

operating

expenses

2,350 – 2,350

Deal transaction,

custody and

research costs

357 357 –

Tot al 14,879 8,747 6,132

Finance costs 2,269 2,269 -

Total costs 17,148 11,016 6,132

Look-through

managementfees¹

11,415

Total Ongoing charges 17,547

Average NAV² 1,373,027

% of Average NAV 1.3%

1. Represents management fees to the Apax Funds

2. Represents the average of 5 quarter end reported NAV’s from

31 December 2020 to 31 December 2021

Operational Excellence Practice

or OEP Professionals who support the Apax

Funds’ investment strategy by providing

assistance to portfolio companies in specific

areas such as devising strategies, testing sales

effectiveness and cutting costs.

OTC Over-the-counter.

PCV means PCV Lux S.C.A.

PCV Group means PCV Lux S.C.A. and its

subsidiaries. PCV Group was established in

August 2008. Irrespective of whether the text

refers to AGA or PCV Group, references to

trading or performance prior to the IPO on

15 June 2015 refer to trading as PCV Group.

P/E Price-to-earnings.

Performance fee reserve is the estimated

performance fee reserve which commenced

accruing on 1 January 2015 in line with the

Investment Management Agreements of

thePCV Group and AGA.

Portfolio Total Return means the sub-

portfolio performance in a given period, is

calculated by taking total gains or losses

and dividing them by the sum of GAV at the

beginning of the period and the time-weighted

net invested capital. The time-weighted net

invested capital is the sum of investments

made during the period less realised proceeds

received during the period, both weighted by

the number of days the capital was at work in

the portfolio. Portfolio Total Return is gross of

performance fees but net of management fees

and relevant Direct Deal costs.

Private Equity Investments or Private

Equity means primary commitments to,

secondary purchases of commitments in,

andinvestments in, existing and future

Apax Funds.

Reporting period means the period from

1 January 2021 to 31 December 2021.

SMEs Small and mid-sized enterprises.

Total NAV Return for a year/period means the

return on the movement in the Adjusted NAV

per share at the end of the period together with

all the dividends paid during the period, to the

Adjusted NAV per share at the beginning of the

period/year. Adjusted NAV per share used in the

calculation is rounded to five decimal points.

Total Return under the Total Return

calculation, sub-portfolio performance in a

given period can be evaluated by taking total

net gains in the period and dividing them by

the sum of the Adjusted NAV at the beginning

of the period as well as the investments made

during the period. However, in situations

where realised proceeds are reinvested within

the same period, performance under this

calculation is, via the denominator, impacted

by the reinvestment. Therefore, starting from

2017 the Investment Manager will evaluate

sub-portfolio performance using an amended

methodology. The revised methodology takes

total gains or losses and divides them by the

sum of Adjusted NAV at the beginning of the

period and the time-weighted net invested

capital. The time weighted net invested capital

is the sum of investments made during the

period less realised proceeds received during

the period, both weighted by the number of

days the capital was at work in the portfolio.

This should provide a more reflective view of

actual performance.

Total Shareholder Return or TSR for the

period means the net share price change

together with all dividends paid during

theperiod.

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).

Apax Global Alpha Limited / Annual Report and Accounts 2021

NOTES

Annual Report & Accounts

2021

ANNUAL REPORT & ACCOUNTS 2021