Table of contents

Intertrust Group at a glance

Key figures 2021

Targets and opportunities

Our geographical regions

Message from the CEO

Building a new era of responsible growth

It is with great pleasure that I present Intertrust Group’s 2021 Annual Report. Since I took over as CEO just over a year ago, I have had the honour and privilege of leading Intertrust Group towards realising our purpose of building a new era of responsible growth.

2021 was a busy year for Intertrust Group. We acquired one new company, entered into two new countries and signed an agreement with Corporation Service Company (CSC) to join forces globally. We continued to drive our strategic transformation and we advanced our journey to digitalise our business and our industry.

Tackling the ongoing challenge of the pandemic has shown us that our technology is robust. It has also introduced us to new ways of working and given us the opportunity to offer our colleagues more flexibility with additional focus on health and well-being.

Thinking beyond our day-to-day operations, and as we reflect on one year and look ahead to another, I believe businesses have a responsibility to do good. Organisations like ours have a role to play not only for our clients and shareholders but also for our society and communities. The nature of our business makes this particularly important at Intertrust Group. Fundamentally, we help clients navigate compliance with regulation, which I see as the foundation of the successful co-existence of business and society.

Because we are in the business of compliance, the gravity of the administrative fine received by Intertrust Corporate Services (Cayman) Limited from the Cayman Islands Monetary Authority (CIMA) in 2021 cannot be overstated. To prevent this from happening again, Intertrust Group will invest further in strengthening our compliance framework across all the markets we serve.

In addition, 2021 marks a year in which we have made significant progress on our environmental, social and governance (ESG) strategy, including starting our first greenhouse gas emissions (GHG) baseline calculation and our first ESG-related services, as we move towards a more sustainable future – both for Intertrust Group and for our clients across the globe.

We see a continued strong demand for the services we deliver and a significant untapped potential at our clients. We are disappointed with our revenue in the Netherlands, Luxembourg and Cayman Islands, impacting our Group performance. However, excluding these three jurisdictions, we’ve seen strong underlying revenue growth of 8.4%, indicating the competitive strength of our offering in growth markets. Our underlying revenue for the Group grew 1.5% in 2021 and our adjusted EBITA margin was 29.7%. Both items came in below our guidance for the year, mainly due to lower productivity as a result of elevated employee attrition, impacting our time-based revenue.

Our main challenges reside in the Netherlands, Luxembourg and Cayman Islands where the management teams have been changed in 2021. Our priorities will be centred around improving compliance effectiveness, employee retention and increased productivity.

All around us, we can see the world of business changing. The mentality of ‘growth at all costs’ is being replaced by a progressive mindset of profit with purpose – where every organisation is driven by its duty to operate responsibly. This new era of responsible growth can only be built on the most robust of foundations.

At Intertrust Group, we play a crucial role in building those foundations. In 2021, to reflect our ambition of delivering value to all our stakeholders, we launched our updated purpose: building a new era of responsible growth. This new era is the age of digitalisation and globalisation, which we are embracing. We want all our stakeholders to see us as a responsible business. This means delivering sustainable growth and value creation to ensure our company prospers over the long term.

This new purpose is not just words. We have developed an updated strategy to fulfil it, which is detailed in full in the ‘Our strategy’ section of this report. For now, I will say that we will expand and strengthen our Corporate Services business, preserving our strong share in core markets and our best-in-class reputation. We will also continue to accelerate growth in our Fund Services division. The focus on both segments will be supported by our ability to leverage our common technology platform, our operating model and our global reach. We will take these steps in full alignment with our ESG strategy, which is guided by the UN Global Compact.

Our updated strategy represents the full realisation of our transformation efforts to date. By meeting all our goals, and achieving our ESG objectives, we will unlock value for our stakeholders, including our shareholders, clients, colleagues and service providers, as well as society at large.

For us, digitalisation means creating as much straight-through processing as possible for both our clients and ourselves. By embedding tasks and processes in technology we will reduce the risk of error and ensure deadlines are met. Digitalisation will make life easier, faster and safer for colleagues and clients alike. Having a seamless technology platform allows us to serve our clients even better around the world remotely and optimise their customer experience.

Our technology platform is helping us to achieve this goal. Across our organisation, we have also launched and implemented other new technologies. Among these technologies are SAP (harmonising our financial operations), and − as part of Fastlane, our internal process automation platform − Promo (streamlining our workflow for client deliverables) and Trax (centralising our payment processes).

Digitalisation goes hand in hand with globalisation. Last year, we began the process of migrating key operational functions to our Centre of Excellence (CoE) during the challenging circumstances of the pandemic. I am delighted to say that we successfully completed this process in the third quarter of 2021. We are now working closely with our new CoE colleagues to ensure we maximise the benefits of this key step for our digital strategy and our business as a whole.

We are committed to increasing diversity within the organisation so we can both continue to attract and retain the best and brightest talent and respond to our customers' needs. I want us to be the company that everyone wants to work for, and that every client wants to work with. For these reasons, and because it is simply the right thing to do, we will ensure that diversity and inclusion remain an integral part of Intertrust Group's corporate culture.

In 2021, we built on the 2020 launch of our Diversity & Inclusion Charter by introducing a Diversity & Inclusion Council, which serves as a task force of colleagues of all functions, backgrounds and seniority levels, and meets every two weeks. Our training programme for harassment and discrimination prevention has now been completed by 88% of our colleagues. During the year, we also launched a number of Women in Leadership programmes. In June, on behalf of Intertrust Group, I signed the Declaration of Amsterdam, a statement of commitment to creating and maintaining a truly
LGBTIQ+ inclusive workplace.

This year, we also created new opportunities for our colleagues' career growth. We began working in earnest with our Global Job Framework, designed in 2020, which helps everyone to understand how they fit into Intertrust Group as a whole. We launched our Technical Competency Guide to help our colleagues move forward. In July, I invited all colleagues to join me at ‘Dare to Dream’, our first event for the whole of Intertrust Group globally. We shared our thoughts about our business and our ideas about its future. We wanted our colleagues to come away newly inspired to help us turn our vision into reality as we go about our work every day – I know I certainly did.

Meanwhile, we continued to support all colleagues through the difficulties caused by the COVID-19 pandemic. We have maintained and developed a number of health and wellness programmes to respond to the pandemic. We have welcomed colleagues to return to working together in the office (where legally permitted) but continue to cater to all those who are working from home.

One of the biggest events for Intertrust Group in 2022 will be its combination with Corporation Service Company (CSC), once the transaction is completed. Following the proposed transaction, Intertrust Group will become part of one of the largest global service providers in fund and corporate solutions with approximately 7,000 highly qualified employees serving customers across the funds, corporates, capital markets and private wealth segments.

Customers will benefit from a strengthened and broadened service offering across additional geographies, built on the highly complementary strengths of CSC’s leadership in US trust and corporate services and Intertrust Group’s leadership in Europe and in global corporate and fund solutions. Together we will have a truly enviable, blue-chip client base to grow with us.

CSC intends to invest in existing and new opportunities to expand further the combined business and protect the long-term interests of Intertrust Group’s stakeholders, including its clients and employees. Our colleagues will also benefit from a strong cultural fit and a significantly broader range of career development opportunities. Like Intertrust Group, CSC is a people business and is focused on creating an environment where all colleagues can thrive.

We will set ambitious targets for 2022 and will aim to reach these while staying true to our corporate purpose. This includes our aim to substantially finalise our global remediation programme in 2022. We expect to see a higher cost level driven by the increased cost to deliver our services, arising from a changing product mix, higher people cost and the increased regulatory and compliance remediation requirements, resulting in an estimated adjusted EBITA margin of 28-30%. Nevertheless, our record pipeline at the end of the fourth quarter combined with our confidence to convert it into revenue is expected to lead to an accelerated revenue growth of 3-5% in 2022. Given our immensely talented and diverse workforce, I am confident in our ability to deliver on these ambitions for the benefit of all our stakeholders.

Furthermore, we will continue to drive our digitalisation and globalisation goals to support our business, in line with our new strategy. With our CoE in place, our business is more centralised, more globalised and more harmonised, enabling us to function even more effectively as a truly global organisation. 

An exciting future awaits!

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Who we are

Our services

Our services, which are considered by clients as mission critical to their day-to-day operations (from a legal, regulatory, financial, reputational and risk management perspective) are delivered through four service lines.

Sitting at the heart of international business, our local, expert knowledge and innovative, proprietary technology combine to deliver a compelling proposition – all of which will keep clients one step ahead. Our clients need a partner who understands the steps to take and can navigate the complexity of ever-changing rules and regulations wherever their business takes them. We deliver the power our clients need to focus on their core business activities and succeed.

As the global experts in management and administration services for international enterprises, investing in market-leading technology and our people is at the heart of what we do. No matter the size of the business, we always take a personal approach and have a long-term perspective on our relationships. Our clients have the support of a dedicated team of highly skilled and experienced professionals. With a single point of contact responsible for the day-to-day handling of client business, we will always be a trusted partner.

We provide formation, domiciliation, accounting and reporting, legal and regulatory compliance services. We work alongside our legal and tax advisers to get a client’s business up and running as quickly as needed. We are also here to keep a client’s company in good legal standing in accordance with the requirements set by global and local legislation.

As capital markets evolve across the globe and the lines between traditional finance providers, alternative lenders and investment funds continue to co-exist, our clients will need a bespoke approach from a service provider with a genuine understanding of how markets are changing.

We are experts in management and administration services to debt issuances, securitisation, structured and alternative finance transactions across the world. We lead in adopting governance and compliance standards imposed by the applicable local regulators in the countries that we do business. Therefore we can provide a client accurate, valuable, actionable information and investor reports. With our expertise, unrivalled experience and truly global reach, we can service large transactions across multiple jurisdictions through our network of experts.

We are a global leader in fund services and differentiate ourselves on our geographical spread, domain strength, technology offering and depth of services. That is what makes us a strategic partner when it comes to tailored, holistic solutions to tackle the complex world of fund administration and structuring, operational efficiency, governance and global regulation. We work with funds of all sizes, from new start-ups to the largest and most experienced fund managers in the world. Our experts will help focus on a client’s core business activity and succeed.

We provide end-to-end private capital fund services with the ability to set up and manage entities at the global SPV level, through to administration, AIFM, and investor services at the fund level. We give fund managers the unique opportunity to view and manage their portfolio from top to bottom. Our solutions can be customised and designed to meet specific needs across all private capital asset classes, including private equity, real estate, infrastructure, hedge and venture capital.

Our services and our data solutions and insights will help our clients with their business and unleash their potential.

At Intertrust Group, we are dedicated to providing world-leading, specialised support to family offices, multi-family offices, high-net-worth individuals and ultra-high-net-worth individuals in over 30 jurisdictions. We build solid relationships and provide tailored, practical solutions which are flexible enough to adapt to changing circumstances and keep our clients and their investments one step ahead.

We deliver the exceptional and personalised services our clients need to succeed. Sitting at the heart of international business, our local, expert knowledge and innovative approach can combine to add significant value. We create the companies and investment vehicles a client needs to help structure assets correctly and protect them over time. Whether a client is looking to accelerate next-generation planning, manage liquidations or restructure core assets, our team will provide the expert and flexible guidance needed to ensure our clients’ investments remain on track.

We offer clients an efficient way to set up new entities, including the implementation of structures and arrangements for corporate, investment and financial transactions. We can also coordinate the local registrations for each of these client entities.

We provide a registered office address or office space to our clients for the execution and operation of their business in various jurisdictions. Clients can appoint Intertrust Group as director, proxy-holder, authorised representative or company secretary for their entities. We can conduct day-to-day management of these entities in compliance with applicable laws and regulations. We also support our clients’ operational, regulatory, governance and trustee requirements.

With our best-in-class proprietary technology platform, we provide end-to-end fund administration to automate processes. With expertise in all private capital asset classes, we prepare reporting templates and calendars and NAV and fee-calculation methodologies. In addition, we offer accounting and reporting services including fund performance and financial reporting and consolidation, as well as investor reporting, including portfolio analytics and data access. For our corporate customers, we provide all-round accounting and reporting services in line with relevant accounting standards, filing of accounts with local authorities and cash management and payroll administration services.

We provide compliance services in connection with our clients’ legal and tax requirements, including maintaining necessary statutory records and preparing legal documentation and tax filings based on the advice of external experts and input from our clients. Although we generally do not provide onshore tax or legal advisory services, we have launched a successful new legal offering specific to the Cayman Islands.

We identify regulatory reporting obligations and review, draft and submit all the relevant documents for reporting regimes. We also offer compliance consulting and outsourcing services. Compliance services include assisting clients with regulatory authorisations, licences, permits or concessions, and audits; assessing compliance infrastructure; drafting and maintaining compliance policies and procedures; and providing training. Outsourcing services include client due diligence, document management, risk identification, verification and screening.

We manage the unwinding and dissolving of client entities and provide support during the liquidation process of these entities.

Key events in 2021

How we create value responsibly

Value creation model

The world around us

Intertrust Group’s addressable market is set to grow between 4% and 6% by 2025¹. Growth continues to be fuelled by increased regulation, the resulting outsourcing of administrative services, and opportunities around one-off market events, like Brexit. Thankfully, the world has found many effective measures against the spread of COVID-19, which means the pandemic’s economic impacts have not been as severe as some external analysts feared and in some cases has created new opportunities.

Considerable progress was made in tackling COVID-19 in 2021 thanks to the rollout of vaccine programmes in many parts of the world. Businesses and employees have become accustomed to new, and probably more efficient ways of working.

As a result, the negative impact of the pandemic in 2021 has not been as great as some expected. There has even been growth in some areas and countries. In particular, strong private equity, private debt and infrastructure and real estate fund activity has led to high single-digit growth in closed-end fund administration. Fewer new companies are being incorporated than expected, however¹.

With the onset of the pandemic behind us, we see regained confidence on the labour market resulting in increased demand for employees across various sectors, including ours. Moreover, the pandemic has introduced us to new ways of working and given us the opportunity to offer our colleagues more flexibility with additional focus on health and well-being. Intertrust has been successful in hiring approximately 1,500 new colleagues in 2021. Nevertheless the departure of colleagues and the training and onboarding of new hires has had its effect on the Company’s productivity and revenue generation.

Global tax arrangements by corporates and individuals are currently receiving significant attention as a result of high-profile media coverage. This presents some risks for Intertrust Group, as it could potentially challenge the reputation of the corporate services sector as a whole.

While the situation may cause a reduced need for these types of structures, it is likely to result in more complex entities. We believe this will ultimately benefit the business in the medium to long term by improving client quality and reducing risk.

Clients are turning to Intertrust Group to help them manage ongoing increases in regulation, regulatory scrutiny and enforcement by regulators. Key examples include tax measures such as the OECD’s Action Plan on Base Erosion and Profit Shifting (BEPS) and BEPS 2, which addresses tax challenges in digital economies. Other examples can be found in non-tax areas, such as the ‘know-your-client’ guidelines and measures aimed at preventing money laundering, fraud, sanctions and the financing of terrorism.

There are other measures currently under discussion that could present similar opportunities for Intertrust Group in the near future. These include potential EU and global measures for tax harmonisation, a higher rate for capital gains tax in the US, the replacement of the Foreign Account Tax Compliance Act with the Common Reporting Standard in the US, changes to financial reporting rules for non-financial assets, and the implementation of the fifth EU anti-money laundering directive.

This increased regulatory complexity brings with it the need to invest in technology so companies can keep up to date with intricate reporting, data, and trends. As a result, clients are increasingly looking to outsource their administrative services to experts. Today, the outsourcing penetration in the Fund Services market is between approximately 50% and 60%¹. This means there is significant potential to grow Intertrust Group’s business in the Fund Services market, particularly private equity, real estate and infrastructure.

2021 brought further clarity on many aspects of the UK’s departure from the EU and how the relationship between them will function in the future. This increased certainty is creating business opportunities for Intertrust Group, given that clients now have the confidence to take steps such as incorporating new entities in the EU to replace or supplement UK offices.

According to the recently published Sixth Assessment Report of the Intergovernmental Panel on Climate Change (IPCC), human-induced climate change is already affecting weather patterns in every part of the world. In some cases, this is inflicting devastating financial, environmental and human costs.

At Intertrust Group, a core part of our ESG strategy is to do everything in our power to tackle climate change. In 2021, we conducted our first greenhouse gas audit and moved into our new carbon-neutral headquarters in Amsterdam. Based on the findings of our first greenhouse gas audit, Intertrust Group will set its environmental impact targets in 2022, allowing us to contribute to worldwide efforts towards sustainability.

Our strategy

We are a technology-enabled provider of corporate and fund solutions delivering sustainable value to our stakeholders. In 2021, Intertrust Group continued on its journey towards this goal. Empowered by our new Group purpose, building a new era of responsible growth, we have updated our strategy to reflect what we have achieved so far and to position us to unlock the full potential of our business in the coming years.

Intertrust Group strategy

Intertrust Group has long been a successful business. We work with more than 8,000 clients from more than 45 offices worldwide, including 30 of the top 50 Fortune 500 companies, 300 of the top 500 companies in the Fortune Global 500 and 40 of the top 50 private equity firms in the Private Equity International 300.

The acquisition of Viteos in 2019 was a key turning point, helping us accelerate our globalisation and digitalisation journeys. The deal has opened new markets for our business, particularly in North America, which accounts for as much as 60% of the global Fund Services market¹. It also allowed the business to benefit from powerful proprietary technology. By automating tasks and processes, this technology meant Intertrust Group colleagues could seamlessly deliver greater value to our clients with ease.

And now Intertrust Group is looking further ahead. To deliver on our purpose, we have updated our strategy, implementing three distinct pillars. We will accelerate our Fund Services business, with greater focus on targeted outbound cross-selling. We will expand and strengthen our Corporate Services business, including Capital Markets and Private Wealth, which we will manage for value. We will do both by leveraging our technology and global reach through our CoE.

We will take all these steps in full compliance with our ESG strategy. Guided by the UN Global Compact, this encompasses all three major ESG areas: the environment, social responsibility and good corporate governance. Meeting these targets will unlock new value for all our stakeholders, including shareholders, clients, and colleagues and service providers, as well as society at large.

The global Fund Services market presents Intertrust Group with a wide array of opportunities. Currently worth between USD 3.5 billion and USD 4 billion, it has been largely resistant to any COVID-19-related damage, thanks to continued high levels of capital waiting to be deployed. With few risks on the horizon, the Fund Services sector is expected to register a compound annual growth rate of between 7% and 9% between now and 2025¹.

Intertrust Group is well placed to seize new opportunities in the Fund Services market, which provided the business with EUR 254.0 million in revenue in 2021. We are currently a market leader for Fund Services in the Netherlands and Ireland and the number one provider of SPV fund services in some of the sector’s largest jurisdictions.

Our highly differentiated Fund solutions offering ranges from Fund SPVs to Fund 360, our solution for closed-ended and open-ended fund managers. SPV Prime is a one-stop-shop solution that can be tailored to each customer’s needs. With our solutions approach, we recognise an untapped market that positions us to upsell and cross-sell to our existing customer base and organically increase our market share.

In the future, we will consolidate our leadership in the SPV market. We intend to become a leader in the closed-ended fund market within the next five years. We will continue to dominate the shadow sub-market in the open-ended fund sector.

Our endeavours will be driven by favourable market trends. Continued growth is predicted for all areas of the Fund Services sector, particularly for closed-ended fund services. SPV fund managers are continuing to outsource services, and across the board, managers need more assistance from a quality service provider as a result of increasingly complex regulations. Meanwhile, growth in the open-ended fund sector could be accelerated by the rise of cryptocurrencies, possibly one of the biggest transformations of our era of technology and globalisation.

Corporate Services, consisting of Corporates, Capital Markets and Private Wealth, provided Intertrust Group with EUR 317.3 million in revenue in 2021. With the sector predicted to grow steadily by 1% to 3% between now and 2025¹, there is potential for this figure to increase. Though the incorporation of new companies has slowed down, the sector has generally been able to withstand the negative effects of the COVID-19 pandemic.

We want to maintain Intertrust Group’s strong position in key areas of this sector. We are a market leader in the Netherlands and Luxembourg. We are particularly strong in the UK for capital markets services, in the Nordic countries for corporate services, and in Jersey and Guernsey for private wealth services. We also want to maintain our highly effective client referral network, backed by our reputation for excellence, which provides us with more than 30% of our new revenue every year.

We aim to expand in fast-growing markets: in North America and the Asia-Pacific region, particularly China, Japan and South Korea. We are open to using strategic partnerships to achieve this goal, such as bolt-on M&A or joint ventures.

As with the Fund Services sector, market trends support our ambitions. Increased regulatory complexity helps us here too, as clients turn to us as a trusted adviser for guidance on managing these important changes. A welcome shift away from aggressive tax structuring towards a focus on arranging tax affairs to correlate with the actual economic activities of businesses provides us with new ways to help our clients. Looking at specific areas of our Corporate Services business, the rise of special purpose acquisition companies (SPACs) presents our business with opportunities, as do family offices for our private wealth teams.

The technology that we inherited from Viteos is now fully embedded in our organisation – and has already begun to transform it. More processes have been standardised and automated, meaning greater efficiency and quality of service. It has provided colleagues with data and tools in areas such as business intelligence and decision-making. Finally, it has freed colleagues up to focus on sales and marketing, unlocking the potential of existing clients and drawing in new ones. By the end of December, our pipeline grew to a record level of EUR 82.7 million, 26.8% higher compared to the end of last year.

Looking ahead, we will continue to develop our flagship technology offerings, including IRIS, underpinning our technology platform via Fastlane, SPV Prime and Fund 360. In 2021, we launched new technologies, including Promo workflow management, a loan administration platform and our ESG reporting tool. We are also working on exciting new technologies in areas including automation, blockchain, artificial intelligence and real-time data, some of which are already in action across our business.

Meanwhile, the related process of globalising our business through the use of transformative technology has been led by our CoE. This key part of our future-proof global operating model is now fully operational and has already produced annualised run-rate savings of EUR 20 million. Concentrating functions in this way also allows new worldwide teams to be easily added – for example, to work on remediation or data quality. This has the potential to enable further efficiencies and added value.

Finally, we see digital transformation as a key part of our risk & compliance and ESG strategy. Compliance, data privacy and cybersecurity, together with the other key technology-related elements of our ESG strategy, are embedded in all the new technologies we use. Technology will also enable us to comply more consistently and reduce our carbon footprint going forward.

Strategic enablers and accomplishments

Strategic accomplishments

Our commitment to SDGs

In line with our purpose of building a new era of responsible growth, Intertrust Group is determined to have a positive impact on society. After becoming a signatory of the UN Global Compact in August 2020, in 2021 we further aligned ourselves with the UN Sustainable Development Goals (SDGs) and established a deep understanding of the Global Compact’s 10 Principles in each of its four categories: human rights, labour, environment and anti-corruption. By doing so, we began collaborating with more than 12,000 other Compact participants and hope to make more of an impact than we would by embarking on a solo journey.

Our approach to corporate responsibility means empowering our people to give back to communities, creating value for our planet and supporting global peace and prosperity. We are guided by our ESG framework, which is based on the UN Global Compact and executed globally across all jurisdictions. We have set both quantitative and qualitative KPIs that are ESG-
related, and we are committed to reporting on and reviewing these KPIs annually to ensure transparency. These KPIs include 'ensure that at least 30 percent of the combination Management Board/Executive Committee is female by 2024', '100% mandatory training completion rate' and 'conduct calculation to set greenhouse gas emission baseline'.

In 2021, we conducted our first environmental baseline calculation using 2019 and 2020 as benchmark years. We are currently analyzing the data and will use this to set science-based targets, in line with the Paris Climate Agreement in 2022.

Intertrust Group believes that ESG goes beyond compliance with laws and regulations, and even goes beyond current profitability and success. We believe that a sustainable global economy can only be realised if businesses combine long-term profitability with respect for people and the planet. That is why our commitments to these SDGs are deeply embedded in the focus areas of our strategic enablers detailed in this chapter. We have identified and committed to six SDGs that are the core of our ESG approach.

The EU Taxonomy is a tool to help investors, companies, issuers and project promoters navigate the transition to a low-carbon, resilient and resource-efficient economy. The Taxonomy sets performance thresholds for economic activities which:

• Make a substantive contribution to one of six environmental objectives, being i) Climate change mitigation; ii) Climate change adaptation; iii) The sustainable use and protection of water and marine resources; iv) The transition to a circular economy; v) Pollution prevention and control; and vi) The protection and restoration of biodiversity and ecosystems;
• Do no significant harm (DNSH) to the other five, where relevant;
• Meet minimum safeguards.

The first part of the EU Taxonomy has been agreed by Member States and entered into force on 1 January 2022. In this first part, economic activities under Climate Change Mitigation (CCM) and Climate Change Adaptation (CCA) are defined. Currently the EU Taxonomy requires companies to disclose the proportion of their turnover, capital expenditure and operational expenditure that is contributing to the environmental objectives. From the 2022 reporting period onwards, companies are required to disclose alignment to the six environmental objectives.

As a listed company, Intertrust is in scope of the EU taxonomy regulation. However, not all economic activities are covered by the Taxonomy Regulation and its delegated acts. Based on current Delegated Acts of the EU Taxonomy, Intertrust has only limited business activities that are taxonomy-eligible for CCM and CCA in 2021. To assess our eligibility, we identified the activities as included in the Delegated Act of the EU Taxonomy, as adopted by the European Commission on 4 June 2021.

Considering the evolving character of the European regulatory framework, the level of complexity of the available legislation and the unclarity around how to interpret and apply it, we expect that reporting will evolve and over time, more insights will be gained on how to best apply the legislation and make it comparable with peers. We will review our methodology and figures based on the evolution of the regulations, guidance from the European Commission and the European Securities and Markets Authority (ESMA) and based on the EU Taxonomy disclosures of peers.

	% non-eligible activities
Turnover	100%
Operating expenses	0%
Capex	86.8%

The EU Taxonomy defines the turnover as: “the amounts derived from the sale of products and the provision of services after deducting sales rebates and value added tax and other taxes directly linked to turnover”. For these purposes reference is made to Note 6 of the financial statements. Since Intertrust is a professional services company with very little physical assets we concluded none of our revenue is generated in a sector that is considered eligible under the EU Taxonomy.

The EU Taxonomy defines the operating expenses as: “direct non-capitalized costs that relate to research and development, building renovation measures, short-term lease, maintenance and repair, and any other direct expenditures relating to the day-to-day servicing of assets of property, plant and equipment by the undertaking or third party to whom activities are outsourced that are necessary to ensure the continued and effective functioning of such assets.” For operating expenses in scope of the EU Taxonomy we only consider repair and maintenance cost for office buildings to be material (approximately EUR 1.0 million in 2021). Costs that are eligible but not considered material are for example repair and maintenance costs related to IT hardware or broken down leased cars, but other than that we do not have any physical assets. Intertrust Group also doesn't have any material short-term lease contracts. As such, all of Intertrust's relevant operating expenses are eligible under the EU Taxonomy. Eligible costs are part of the ‘other expenses’ category. For these purposes reference is made to Note 9 of the financial statements.

Capex has been defined as “additions to tangible and intangible assets during the financial year considered before depreciation, amortization and any re-measurements, including those resulting from revaluations and impairments, for the relevant financial year and excluding fair value changes. If relevant, it also covers additions to tangible and intangible assets resulting from business combinations. For these purposes reference is made to the ‘additions’ as explained in Note 16 and Note 17 of the financial statements. Eligible are the additions under ‘leasehold improvements’ and ‘equipment and motor vehicles’ (approximately EUR 6.4 million in 2021). This represents 13.2% of our total capex envelope, including additions to right-of-use assets.

Although our business activities are hardly covered by EU taxonomy, we have been embedding sustainability in our daily operation and are taking steps to help fight climate change.

Operational excellence

SDG contribution

As part of our purpose of building a new era of responsible growth, we aim to achieve operational excellence and maximise client satisfaction by standardising, centralising and automating key operational processes. Our ability to transform these processes and deliver a world-class product relies on the use of shared services delivered through our Centre of Excellence (CoE). The CoE allows us to provide a consistent experience to clients all around the world while maintaining the local domain knowledge clients seek when they engage with Intertrust Group.

2021 was a landmark year in our journey to operational excellence. We completed the migration to our CoE in the third quarter and worked to ensure that it operates seamlessly with our other offices and functions without affecting client deliverables. We now have a continuously improving and scalable operating model for this crucial part of our business.

Our operational excellence ambitions are underpinned by our efforts to minimise our environmental impact. As we are a professional services company, our environmental impact is relatively small compared with that of organisations from other industries. Most of our operational impact comes from carbon emissions generated by business travel and by the energy used in our offices. We aim to minimise the resources we consume, such as paper and water, and the waste we generate. We have also seen a concerted effort to cut down on business travel, an approach that has been accelerated by COVID-19 restrictions.

In 2021, we took even greater steps to protect our planet. We joined the UN SDG Ambition programme to develop and implement innovative business strategies that significantly increase our positive impact on the SDGs. We also partnered with an experienced environmental assurance vendor to measure the effects of our business activities on the environment and to take strategic, science-based action to mitigate them, measuring GHG emissions, energy usage, recycling impacts and other environmental metrics across more than 30 jurisdictions.

The analysis has empowered us with the data required to make firm, lasting environmental commitments. The results of the environmental baseline calculation, our ensuing actions and our objective management KPIs will be disclosed in due course.

Throughout the year, those working in our headquarters prepared to move to our new Netherlands office in December 2021. A 48,000m² redevelopment of an office building from the 1970s, EDGE Amsterdam West has been upgraded to an advanced and sustainable office space, meeting the highest requirements in terms of sustainability, technology and office health. The pioneering EDGE building is being redeveloped to create a biophilic and sustainable office environment, further cementing our ongoing commitment to the planet. A glass dome has been placed to cover the atrium, transforming a previously unused courtyard at the heart of the building and bringing natural daylight into work spaces. Upon completion of the development, the building is expected to be awarded an 'Outstanding' BREEAM certificate. The building's energy usage is fully provided by on-site solar panels and aquifer thermal energy storage. Its sustainable features are further enhanced by the use of a sophisticated technology platform, which incorporates the latest advances in the Internet of Things (IoT) and Artificial Intelligence (AI). This will allow our colleagues to use a smart app for workplace customization, such as lighting and heating. This technology platform also offers in-depth insights and tracks the building’s energy efficiency through dashboards enabled by big data analytics.

At Intertrust Group, we understand that our operational excellence extends beyond managing our own direct operations to ensuring that sound ESG practices exist throughout our supply chain. To help realise this, we have implemented the methodology of ‘Hierarchy of Constraints & Criteria’ (HoCC) in identifying suppliers for every major sourcing decision. The components of HoCC that we generally adopt include:

• Total Lifecycle Costs (TLC) / Total Costs of Ownership (TCO)
• Quality and safety
• Service delivery
• Social responsibility
• Agility
• Reputation
• Strategic, compliance and cyber-risks

• Made targeted number of CoE hires and completed migration
• Launched our new Group purpose: building a new era of responsible growth
• Moved to new sustainable offices in the Cayman Islands
• Completed Intertrust Group’s first environmental audit
• Prepared to move into new carbon-neutral headquarters in Amsterdam in 2022
• Achieved EUR 20m targeted run-rate savings ahead of schedule
• Completed the UN SDG Ambition accelerator programme, aligning Intertrust Group with the UN SDG benchmark of science-based emissions reduction in line with a 1.5°C pathway

Clients and services

SDG contribution

We are committed to supporting our clients by keeping ahead of the changing world at both a global and local level. We continue to develop services and solutions to drive global business operations towards a more efficient, connected future that frees up our clients to focus on their core activities. We further capture opportunities to expand and diversify the services we offer, both organically and through M&A activity.

One important new initiative launched in 2021 is our Global Entity Solutions service. For clients who choose this service, our teams manage all overseas entities, covering regulatory compliance and the use of technology to maximise administrative efficiency, and ensuring global consistency.

During the year, we also expanded our global relationship management programme to our top 250 clients. We also invited our top 10 global clients to join our new Platinum programme. These businesses benefitted from our deep understanding of the issues they face and our ability to provide them with solutions. Platinum membership enabled these clients to experience early releases of our technology and be involved in the development process. These initiatives helped us to build traction with key clients and upsell our services.

We view ourselves as a gatekeeper to the financial services industry so that, through the provision of our services, we enable our clients to be compliant with the regulatory standards set in the jurisdictions in which they operate. To do so, it is vital for us to know and understand our clients. We aim to have clear policies and procedures outlining the types of clients we choose to serve.

We take our responsibility to protect the financial services sector seriously by regularly evaluating our risk appetite. Through this process, we carefully consider our risk profile, how to react to new risks, threats, opportunities and changes to regulation, as well as to the changing demands of clients and society in general.

Currently our internal controls and screening processes are being enhanced to further mitigate exposure to these risks. This includes the routine screening of activities and customers to mitigate risk that they may be linked to money laundering, financing of terrorism, tax evasion, sanction breaches, fraud or other criminal acts. We provide guidance to clients on the most appropriate legal entity structure for their needs and ensure the ultimate solution is aligned to and in compliance with the specific regulatory requirements of the relevant market(s).

When it comes to client onboarding, we have set out global risk appetite policies that govern our key onboarding decisions. Intertrust remains vigilant to risks and has the policy to reject or stop servicing clients that do not meet our risk appetite levels. Mitigating these risks is an ongoing process in which we continuously educate our staff. We are clear about the business activities we will not accept, and our internal control mechanisms are strengthened to assess and monitor our risk and business activities and relationships.

We are careful to ensure that we review and revise our internal policies regularly to reflect changes in regulation and wider shifts in societal norms or expectations. We continuously align our risk management and mitigation approach with regulatory expectations and the related external policy environment and industry best practice. Operating in a highly scrutinised global marketplace means we are subject to governmental investigations and regulatory oversight. We seek to build collaborative relationships with regulators in order to address any scrutiny.

Our role as a gatekeeper enables legitimate international investment and trade. We aim to foster long-term relationships with our clients based on trust and transparency. We interact with our business partners on the same basis to ensure our mutual clients’ needs are correctly met in a responsible and controlled manner.

• Acquired Pinsent Masons’ Hong Kong-based corporate secretarial business
• Partnered with i2 Capital Markets to launch a consent solicitation service
• Applied for a depository licence for our Ireland funds service
• Launched ESG Reporting Services to support our clients in navigating the evolving ESG landscape
• Launched our Executive Compensation Services service
• Launched our Global Entities Solutions team
• Expanded our global relationship management programme from our top 50 clients to our top 250 clients
• Launched our Platinum programme for our top 10 clients

People

SDG contribution

People are our key asset, and we are committed to creating an environment in which our colleagues can grow, perform and thrive. We employ a diverse colleague base of more than 4,000 people covering 95 different nationalities who operate from more than 30 countries. At the end of 2021, the total number of full-time equivalents (FTEs) was 4,175 FTEs compared with 4,076 FTEs at the end of 2020.

Our annual staff turnover rate (voluntary attrition) increased to 26.5% in 2021 (2020: 17.6%), mainly driven by strong labour markets in select jurisdictions. This impacted our productivity and in particular our time-based revenue. We’re partly reassured by the fact this trend of employee turnover is not limited to just us but companies around the globe are facing similar trends. Despite the elevated employee attrition, our headcount has increased compared to last year; we’re successful when it comes to hiring new talent. Nevertheless, employee retention is currently among our top priorities. We have a broad programme of work in place aimed at creating a positive colleague experience; and reducing the factors that encourage employees to consider opportunities elsewhere. These initiatives include creating clear career paths; investing in development opportunities for all colleagues; enhancing our management capability; improving recognition and ensuring we pay fairly and competitively.

We aim to recruit and retain talented professionals by being the employer of choice in our industry, which means providing a purpose-led, value-driven culture and continuously investing in our colleagues' personal and professional development. Putting this into action, in 2020 we set up our Global Job Framework to ensure clarity and consistency of approach for all our colleagues in respect of career progression at Intertrust Group.

Following colleague feedback, we built on this in 2021 with the launch of our Technical Competency Guide. It defines the duties, tasks and knowledge needed to perform roles effectively at Intertrust Group, helping colleagues at every level better understand what is expected from them in terms of competencies and skills.

This initiative will also help managers to assess, maintain and monitor the knowledge and skills of the team and to make informed decisions about recruitment and succession. For Intertrust Group as a whole, it will provide a clear framework for the training and professional development we need to provide and, by being transparent about exactly what is involved in every job, it will enable us to attract top talent and reward top performers.

As part of the annual performance review process, managers need to assess every colleague using the Global Job Framework and Technical Competency Guide. We also invite colleagues to assess themselves against our values, now represented by our Group purpose of building a new era of responsible growth.

In 2021, we began to develop a Global Salary Framework linked to the structure of the Global Job Framework. We aim to use this to ensure that employee compensation is open and fair. Transparency in this area is important to our colleagues, and it is also key to our future growth. By operating responsibly and transparently, we can sustainably attract, motivate and retain people who drive our business success and uphold our company values, in line with our vision of being the most sought-after place to work.

To help all our colleagues' development, in 2021 we invested EUR 1.5 million in training and offered more than 750 internal training courses via our online training platform, ELLA. For senior leaders, we launched ‘Drive’, a six-month global leadership programme based on the Leadership Competency Framework we developed in 2020. We aim for all our senior leaders to participate in this programme eventually.

Our annual ‘Your Voice’ survey revealed that we maintained the significant progress made during 2020 on increasing the engagement levels of our colleagues. Our Net Promoter Score (NPS) of 23 is slightly lower than our score of 29 for 2020 but remains comfortably ahead of the 9 we scored in 2019. In addition, we maintain a quarterly pulse survey cadence to actively listen to our colleagues.

At Intertrust Group, we want our people to reflect the world we live in. We cannot deliver on our strategy or enjoy coming to work without it. A workforce made up of different gender identities, nationalities, cultures, generations, ethnic groups, abilities, education, social backgrounds, sexual orientations, body sizes – and much more – makes our organisation stronger and more sustainable. Our Diversity & Inclusion Council leads our efforts in this important space. The Council is made up of eight colleagues from across Intertrust Group, who meet every two weeks and regularly liaise with Roberto Canenti, Shankar Iyer, Chitra Baskar and Aileen Gillan from the Executive Committee to discuss our priorities and progress as we work to instil diversity and inclusion into our culture and way of working.

We know that diversity helps us attract and retain the best and brightest talent and allows us to understand and respond better to our clients’ needs. Our Diversity & Inclusion Charter sets out our promise to give all our people the same opportunities as anybody else, regardless of who they are or where they come from. Our commitment to Diversity & Inclusion extends to all areas of the business, including but not limited to:

• Attraction, selection and retention of colleagues
• Performance management
• Compensation and benefits
• Talent management, internal mobility and succession planning
• Learning and capability development
• Health, safety and security
• ESG
• Product design and delivery
• Supplier management
• Customer service

Intertrust Group continues to be a member of the Workplace Pride organisation. In 2021, we ran global virtual celebrations with our people during Pride Month. We also signed the Declaration of Amsterdam, through which we commit to ensuring LGBTIQ+ inclusion in our workplaces around the world and that all Intertrust Group colleagues enjoy the same rights and freedoms.

88% of our colleagues have completed our courses on unconscious bias and sexual harassment and discrimination, just some of the many training courses in ELLA helping to generate awareness of Diversity & Inclusion topics. This training is mandatory because we want to ensure that each and every one of our colleagues is appreciated, respected and feels safe at the workplace. No matter their background, beliefs or appearance, we need our colleagues to be comfortable in bringing their whole selves to work and to feel confident that they are receiving equal opportunities to grow, develop and make their ambitions a reality.

The average age of our colleagues is 36 years. Around 38% of our colleagues are in the 21-30 year age range (2020: 38%), 38% in the 31-40 year range (2020: 38%) and 24% in the 41-67 year range (2020: 24%).

Female colleagues account for approximately 48% of the total. According to LinkedIn Insights, we score higher on gender diversity in all of our key markets than our immediate competitors.

Our Women in Leadership programme, encompassing a range of initiatives, enhances our efforts to ensure diversity and inclusion. In 2021, we had a special focus on India where we ran a set of initiatives aimed at developing our female talent but also helping women on career breaks to return to the labour market with us. During the year, our gender diversity across Intertrust Group was as follows:

• 41% female in junior management positions
• 34% female in senior management positions
• 38% female in people management positions
• 54% female on our FLeX Management Development Programme

At Intertrust Group, we encourage gender parity and are committed to minimising the gender pay gap in the longer term. We have completed another review of gender pay gaps during Q4 2021. Our analysis identified 4% of females in our overall employee population that require deeper analysis and possible adjustment in our next compensation review process at the start of 2022. We remain committed to ensuring that all colleagues, regardless of gender are paid equally for doing equivalent roles across our business, where we identify this is not the case, we will take appropriate measures.

Moving forward, we will continue to work on a wide range of initiatives to make Intertrust Group a truly inclusive and diverse workplace. For example, in 2021 we participated in Target Gender Equality, a gender equality accelerator programme for signatories of the UN Global Compact. We assessed ourselves against global benchmarks and will soon be communicating the results and details of our follow-up actions.

We have committed to reaching 30% female representation in the combined Management Board/ Executive Committee by end 2024. Intertrust is pleased to report that it already complies with the legal quota of at least one-third representation for both women and men on its Supervisory Boards.

The health and safety of our people has always been a top priority, and in 2021 it continued to play a key role given the COVID-19 pandemic. The balance of colleagues working at the office and at home continues to vary significantly across our global network of offices. However, we have followed all laws and governmental guidelines in this area in every location. We have encouraged colleagues to return to working in the office on a flexible basis where legally permitted, but we support those who wish to continue working at home. Over time, we would like to transition gradually to a business-led hybrid way of working, with a 60:40 balance between working from our offices and at home. At present, we have several offices practising this model with considerable success.

Our flexible working guidance, introduced in 2020, gives everyone at Intertrust Group the opportunity to consider an alternative pattern to normal work arrangements depending on their location and the nature of their work. In line with the UN SDGs (Goal 8: decent work and economic growth, and Goal 13: climate action), Intertrust Group’s new flexible working guidance encourages employee well-being, work-life balance and reduced carbon footprint as a result of less commuting.

Alongside a wide array of local initiatives, we have maintained several programmes across all our offices, to help our colleagues through another challenging year and to benefit them well into the future. These include our network of currently around 25 volunteer Health & Wellness champions, who can be approached in confidence to guide their colleagues to various health and wellness resources, and a global employee assistance programme giving our colleagues and their families access to a confidential health and wellness-related helpline. In 2021, we supplemented these with new Health & Wellness courses in ELLA and a dedicated Health & Wellness site on our global intranet.

All Intertrust Group colleagues are encouraged to engage in community work. Hundreds of our colleagues devote time and expertise every year to support local communities. They bring public awareness to social and environmental issues and actively help those in need through fundraising and event organising. They build stronger relationships with co-workers and their communities by spending meaningful time together.

Intertrust Group prides itself on demonstrating the highest levels of conduct amongst our people and when dealing with our clients. All of our colleagues are required to adhere to our Code of Conduct¹ which we periodically review and update to guide our colleagues and ensure that it reflects the purpose and values that govern Intertrust Group across all our businesses around the globe. Our colleagues are also expected to subscribe to the purpose and values it outlines and are required to acknowledge the Code of Conduct, first through their signature at the start of their Intertrust Group careers and then via ongoing training and updates. Being able to demonstrate the Intertrust Group values is a core component of each colleague’s performance review.

Under our Whistle-blower Policy¹, all our people are encouraged to report concerns and should feel no constraint in doing so. The purpose of this policy is to provide all Intertrust Group colleagues, contractors and delegates with a mechanism for reporting their concerns outside the normal management reporting channels. Colleagues can report a concern anonymously if they prefer, with all reports treated in confidence.

Maintaining the highest levels of conduct is not a one-time exercise; it is an ongoing responsibility that is ingrained in the culture of our company and promoted strongly through our regular and mandatory training programmes, covering key conduct topics such as Anti-Money Laundering, Anti-Bribery, Social Engineering, Password and PIN Protection, and Unconscious Bias.

In 2022, we will continue promoting our conduct expectations and governance, risk and compliance awareness through the launch of more training programmes to complement what we already have in place. Training is mandatory, and we monitor completion rates frequently to ensure at least 90% of our colleagues complete new training within four weeks of its launch. We view the completion of mandatory training within the given deadline as a critical element of our risk and compliance-focused culture and key to ensuring that our colleagues’ behaviour is aligned with Intertrust Group's culture and values.

Maintaining our reputation and licence to operate in an industry with an ever-changing regulatory landscape requires responsible and robust business conduct. Intertrust Group always seeks to demonstrate strong levels of integrity and ethics when dealing with our clients and vendors and has no appetite to maintain or enter into relationships with individuals or organisations engaged in, or suspected of having engaged in, illegal or unethical activities.

Under our Anti-Bribery and Corruption Policy, our overall objective is to promote a culture of ethical business practices and compliance with anti-bribery and corruption and legal and regulatory requirements. If we were to identify or become aware of incidents or allegations of corruption connected to our clients then that would be deemed as a significant trigger event and would prompt a full risk assessment review and decision on retention or exit. Where bribery or corruption is confirmed we would evidently seek to exit the client relationship.

We establish long-term business relationships with clients who respect the UN Universal Declaration of Human Rights and the eight fundamental Conventions of the International Labour Organisation. Our internal processes include a review of our clients’ overall social performance. Our due diligence, onboarding, periodic client review processes and policies include, but are not limited to: full risk assessments on our clients activities, background, owners/controllers, including screening and adverse media checks. If we were to identify any human rights issues in our client due diligence and/or KYC process then that would prompt a full risk review assessment and a decision on retention or exit.

• Founded our Diversity & Inclusion Council, with the appointment of eight colleague representatives
• Started with our Global Job Framework, launched in 2020, to support career development plans
• Launched our Technical Competency Guide to support the development of colleagues in client-facing roles; remaining functions to follow in 2022
• Began to develop a Global Salary Framework to ensure that employee compensation is open and fair
• Committed to reaching 30% female representation in the Management Board/Executive Committee combination and the Supervisory Board by 2024 and to targeting an overall gender balance of at least 40% female and 40% male
• Signed Workplace Pride’s Declaration of Amsterdam, a statement of commitment to creating and maintaining a truly LGBTIQ+ inclusive workplace

Innovation and technology

SDG contribution

Innovation and technology are critical to our strategy, as we aim to provide our clients and colleagues with innovative solutions and cutting-edge technology so they have the power to succeed. Our core ambition is to transform the way we operate by leveraging proprietary technology and in-house development teams.

Central to this ambition, and our overall technology architecture, is IRIS, an online portal where clients can communicate digitally with us while accessing data and documents remotely from any device. We continue to work closely with our clients to plan, develop and release new features into this strategic platform of the future. We have also made significant progress in Fastlane, a programme that aims to automate our internal processes. In 2021, we continued the implementation of our Risk Engine, Transaction Monitoring and ‘know-your-client’ (KYC) modules. These modules are designed to enable Intertrust Group to perform all key corporate administration processes digitally, a first for our industry.

The pandemic has brought challenges but also opportunities. This was the first time our entire industry ecosystem shifted to a remote-working environment. We are proud that we have been able to use technology successfully to transition to working from home while continuing to deliver to our clients. This achievement has validated our digital-first mindset and belief that transforming our industry is the key to delivering lasting value to our clients and colleagues. To this end, we are also working on exciting new technology products in areas such as blockchain, artificial intelligence (AI) and machine learning.

In 2021, our digital transformation continued to support our efforts to help drive the efficiency of our processes – which, in turn, has helped improve our environmental impact – as we moved to replace hard-copy documentation wherever possible. By its nature, our industry requires significant amounts of signed documentation to support our clients’ legal and regulatory functions.

In 2020, we implemented electronic signature technology, Adobe Sign, to reduce the need for physically signed documents while maintaining or increasing our level of operational control. Thanks to this move, the majority of our signatures to our documents during 2021 were electronic.

Fastlane is a specialised project unit created to deliver key elements of Intertrust Group's Innovation and Technology strategic pillar. Established by the Intertrust Group Executive Committee in 2018, Fastlane’s immediate mission is to automate and improve the way our colleagues work to service our clients (via our modules), enabling the secure access to key data and documents for all of their Intertrust Group administered legal entities, from any device, anytime, anywhere. The digital solution will help lower our carbon footprint by reducing paper consumption for both internal and external processes (for example, entity creation and transaction monitoring). Corporate Services has traditionally been a very paper-intensive industry. Fastlane, and our digitalisation strategy in general, underline our efforts to disrupt the industry by creating a modern, sustainable operational ecosystem.

In 2021, our dedicated Innovation Lab delivered several key solutions to drive the efficiency of our processes and the value we offer our clients. For example, we launched a smart invoice processing solution that automates many of our accounting processes and learns with every transaction, leading to 50% efficiency gains compared to previous manual efforts. In addition, our Innovation Lab has worked on a ‘nudging’ solution to positively reinforce and influence decision making behavior, helping users to focus on key tasks in areas such as customer onboarding and customer service. Furthermore, our Innovation Lab has helped enhance our Know-Your-Client and Anti-Money Laundering solution by leveraging blockchain capabilities for applications such as tracking workflow adherence, audit trailing, and ensuring document security.

• Began implementation of the Fastlane Risk Engine, Transaction Monitoring and KYC modules
• Launched a loan administration platform created by integrating with IHS Markit’s Wall Street Office (WSO) software
• Began implementation of SAP across jurisdictions, launched Promo and Trax
• Incorporated machine learning technology into some of our products and services

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Business performance

Financial performance

In 2021, reported revenue increased 1.2% y-o-y to EUR 571.3 million, compared to EUR 564.5 million in 2020. On an underlying basis revenue increased 1.5% y-o-y , with the difference being attributable to changes in the foreign exhange rates, particularly the US dollar and British Pound. Growth was driven by the service lines Funds and Capital Markets.

Underlying revenue in Corporates decreased 0.9% y-o-y to EUR 186.4 million, driven by lower revenue in the Netherlands and Luxembourg. This was mainly due to continued elevated employee attrition (Group: 26.5% in FY 2021), leading to lower productivity and mostly impacting time-based fees. This was partly offset by high-single digit to double-digit growth in Jersey, Americas, UK, Nordics and Spain. Underlying revenue in Funds increased 3.6% y-o-y to EUR 254.0 million. This was mainly driven by US Fund Services (former Viteos), which grew at a double-digit growth rate. Furthermore, growth in Asia Pacific (including Australia), Nordics and Luxembourg was partly offset by lower revenues in Cayman and the Netherlands. Capital Markets showed underlying revenue growth of 6.3% y-o-y to EUR 70.9 million. Growth was driven by nearly all jurisdictions, with particularly strong performance in UK, Ireland, Luxembourg and Jersey. Underlying revenue in Private Wealth declined 4.2% y-o-y to EUR 57.0 million, mainly driven by Jersey and the Netherlands. Private Wealth continued to show robust growth in Asia Pacific.

Revenue (EUR million)

Reported EBITA decreased to EUR 151.7 million in 2021 from EUR 162.3 million in 2020. Reported EBITA margin decreased to 26.6% from 28.8% in 2020.

FY 2021 adjusted EBITA was EUR 169.8 million, resulting in a 29.7% adjusted EBITA margin. The FY 2021 adjusted EBITA included EUR 13.8 million one-off costs related to remediation activities, the CIMA fine and other legal and compliance costs. The normalised margin excluding one-off costs was 32.1%, compared to 32.8% in 2020. This was mainly driven by increased staff expenses as a result of a higher headcount and the onboarding and training of new employees. Retention of staff is one of the key focus areas for management throughout the company and Intertrust is committed to continue to invest in its employees.

Adjusted EBITA (EUR million)

In 2021 Intertrust migrated its activities in UK, Ireland and Luxembourg to the Centre of Excellence (CoE). As such, Intertrust has completed the migration of its activities to the Centre of Excellence and the targeted EUR 20m net run-rate savings were achieved ahead of schedule by the end of September 2021.

The reported net financial result in 2021 of negative EUR 14.5 million (2020: negative EUR 53.3 million) included net interest expenses of EUR 34.1 million (2020: EUR 37.2 million). The difference in the net financial result is primarily explained by the impact of the fair value adjustment of the early redemption option of the senior notes, which was a positive EUR 19.8 million in 2021, compared to a negative EUR 13.1 million in 2020.

Income tax expense was EUR 22.7 million in FY 2021 (FY 2020: EUR 15.0 million). The change versus FY 2020 was primarily impacted by the result of the non-cash revaluation of the early redemption option of the senior notes and the impact of the statutory tax rate change in the Netherlands on the deferred tax position. The effective tax rate was 25.8% in FY 2021 and the normalised effective tax rate excluding the impact of the revaluation of the early redemption option was 24.7%. This was slightly higher than expected due to an adverse mix impact from one-off costs incurred in lower tax jurisdictions.

In 2021 Intertrust generated reported net income of EUR 65.3 million, compared to EUR 20.8 million in 2020. On an adjusted basis, net income was EUR 117.7 million in 2021, compared to EUR 132.1 million in 2020. The adjustments in 2021 were for amortization of acquisition-related intangibles (EUR 49.2 million), integration and transformation costs (EUR 11.3 million), transaction costs and other items (EUR 6.8 million), one-offs in net financial result (EUR -20.8 million) and one-off tax expense (EUR 5.1 million).

Reported earnings per share were EUR 0.72 in 2021, compared to EUR 0.23 in 2020. 2021 adjusted EPS was EUR 1.30 (FY 2020: EUR 1.47). The average number of outstanding shares was 90,353,410 in 2021 (2020: 90,162,583).

In 2021 net cash flow from operating activities was EUR 111.9 million compared to EUR 175.1 million in 2020. This was mostly driven by increased total working capital of EUR 40.6 million positive at the end of 2021 compared to EUR 10.4 million negative at the end of last year. The year-on-year increase versus December 2020 mainly relates to a temporary lag in billing and collection that continued throughout the fourth quarter. The lag in billing led to higher WIP and higher receivables at the end of Q4 2021 and was mainly related to the implementation of our new ERP system. The working capital has recovered in jurisdictions where the ERP system was implemented first, whereas the working capital in jurisdictions with more recent implementations still has to improve. This is expected to recover in the coming period. Capex was 3.0% of revenue for the full year.

The Group’s total liquidity per the end of 2021 amounted to EUR 257.1 million. Combined with the strong cash generation this provides ample headroom to fulfill all payment obligations for the next twelve months, tested under various scenarios. The Term Loan A 3 that is maturing in June 2022 is expected to be partially repaid before the maturity date. Any remaining amounts at the maturity date will be drawn under the Revolving Credit Facility which provides ample headroom.

As of 31 December 2021, net debt was EUR 774.5 million, compared to EUR 792.7 million at the end of 2020. The decrease in net debt is mainly driven by Intertrust’s cash generation and partially offset by FX impact on the USD and GDP loans. The leverage ratio decreased to 3.75x from 3.83x at 31 December 2020, leaving a headroom of 16.7% versus the bank covenant of 4.50x.

In 2021 underlying revenue in Western Europe declined by 4.7%, driven by the Netherlands and Luxembourg. Continued elevated employee attrition led to lower productivity, mostly impacting time-based fees in these jurisdictions.
In the Netherlands, underlying revenue declined 8.6%, with declines visible across all services lines except Capital Markets which remained broadly flat.
In Luxembourg, revenue declined 2.8%, fully driven by Corporates. Luxembourg witnessed growth in Funds and Capital Markets while Private Wealth was broadly flat compared to last year.

2021 adjusted EBITA for the region amounted to EUR 100.3 million (2020: EUR 116.5 million). The resulting adjusted EBITA margin was 45.2% in FY 2021, down 479bps y-o-y, reflecting higher costs related to increased remediation efforts and reduced productivity due to increased employee attrition.

In Rest of the World all jurisdictions contributed to the solid underlying revenue growth of 7.1% in 2021, with nearly two-thirds of them showing high single-digit or double-digit revenue growth. Growth was driven by Corporates (Jersey, UK, Nordics), Funds (Asia Pacific, Nordics, Ireland) and Capital Markets (UK, Ireland, Jersey). Private Wealth continued to perform well in Asia Pacific.

2021 adjusted EBITA amounted to EUR 90.0 million compared to EUR 81.5 million in FY 2020 showing an underlying increase of 8.7% and outperforming revenue growth. The adjusted EBITA margin for 2021 was 42.0% compared to 41.3% last year.

In 2021, Americas reported underlying revenue growth of 4.3%, supported by growth across all service lines. US Fund Services continued to perform well with a double-digit growth rate in the year. Furthermore, the region reported robust growth in Corporates. Underlying revenue in Cayman Islands declined 3.7% in 2021.

Adjusted EBITA for the region was EUR 61.9 million in 2021 compared to EUR 72.1 million last year. Adjusted EBITA margin was 45.7% in 2021, showing an underlying decline of 772bps, mainly driven by the costs and provisions that were recognised as a result of the CIMA fine and other one-off remediation expenses.

Total Group HQ & IT costs amounted to EUR 82.4 million in 2021, a decrease of 3.1% compared to last year and below the previously communicated quarterly run rate of around EUR 22.5 million per quarter. Group HQ costs include expenses of global employee share plans such as the Long-Term Incentive Plan (LTIP). Group IT expenses of EUR 49.0 million remained relatively stable in 2021 (2020: EUR 48.7 million).

Corporate tax policy

As part of our ESG programme, we recognise the importance of contributing to the public finances of the countries in which we create business value by making timely payment of our tax liabilities. We comply with the tax laws and regulations in all countries in which we operate, and make every effort to act also in the spirit of those laws and regulations. This includes such measures as providing to the relevant authorities the information necessary for the correct determination of taxes to be assessed in connection with our operations and conforming transfer pricing practices according to the arm’s length principle. Our corporate tax policy is built on the following elements:

• Our tax principles are aligned with our business principles and our corporate values. We adhere to the principle that tax should follow the business, and profits will be allocated to the countries in which business value is created.
• We will not enter into transactions or structures that are notifiable to tax authorities under mandatory disclosure regimes unless there are sound business reasons to do so. Even with sound business reasons, we may still decline these transactions or structures if they do not align with our reputation, brand and social responsibility.
• Our objective is to be compliant with national and international rules and best-practice guidelines (such as the OECD Guidelines for Multinational Enterprises) and to adhere to the arm’s length principles.
• We operate in low- or no-tax jurisdictions for legitimate and justifiable non-tax business reasons.
• Within Intertrust, tax follows the business and the Company therefore declares profits, and pays the relevant taxes, in those countries where the business value is created. The Company applies the arm’s length principle when calculating appropriate transfer prices.
• We are committed to developing and maintaining open, constructive and cooperative relationships with tax authorities and other stakeholders, based on integrity and mutual trust and respect.
• Periodical meetings are scheduled by the tax department (joined by the Chief Financial Officer) with local management to discuss tax developments, our tax policy and any local uncertain tax positions in detail.
• Intertrust has a limited tax risk appetite.
• Our tax position and tax risk management procedures are regularly discussed at the level of the Executive Committee, Management Board and Audit & Risk Committee of the Supervisory Board.
• Our global tax position is regularly discussed with and reviewed by internal and external auditors. Our Annual Report provides clear tax disclosures.
• We explicitly confirm that our whistle-blower policy also applies to our tax professionals and tax processes.
• Intertrust Group is in the process of further aligning and documenting its tax controls globally. Technology is the backbone of this alignment. The ongoing implementation of one common ERP system (SAP4HANA) is utilised to enhance global control. Intertrust Group further aims to utilise technology to improve control and increase efficiency in its tax processes.
• Our Global Tax Policy and Principles of Conduct are approved by the Management Board and are published on our corporate website https://www.intertrustgroup.com/about-us/environmental-social-and-governance-strategy

Aligning corporate values with tax principles
Responsive	Excellent	Innovative	Connected
We are open and honest, and will value, support and treat everyone (colleagues, clients, and other stakeholders) equally, and with mutual respect in order to support our further growth and improvement of our reputation, brand, corporate and social responsibilities.	We will work to ensure the business understands that the tax function should be involved throughout transactions from planning and implementation to documentation or maintenance.	We encourage and enable all staff to raise concerns and report suspected wrongdoing or activities that he/she considers to be dishonest under the Intertrust Whistle-blower Policy.	We seek to develop and maintain open, constructive, and cooperative relationships with tax authorities and other stakeholders, based on integrity and mutual trust and respect.
We observe all applicable laws, rules regulations and disclosure requirements.	We invest in a team of qualified tax professionals by enabling them to further develop their personal and professional skills and knowledge.	We apply diligent professional care and judgement to arrive at well-reasoned conclusions.	We will work jointly with the business as an equal partner in providing clear, timely, and relevant business focused advice across all aspects of tax.
We will ensure the business understands our tax risk management policy and principles, including our risk appetite.	We ensure all decisions are taken at an appropriate level and supported with documentation that evidences the facts, conclusions and risks involved.	We will provide appropriate input as part of the approval process for business proposals to ensure a clear understanding of the tax consequences (i.e. costs, benefits, risks).
We will fully adhere to our Tax Principles as defined in our Global Tax Policy and Principles of Conduct.
We are compliant with all anti-bribery legislation.

Investor relations and shares

The financial market community – our current shareholders and potential shareholders, debt investors and research analysts – rely on us being transparent and trustworthy. They want to see our clear commitment to creating value, they want us to provide timely and accurate updates and they want ample opportunity to seek clarification and ask questions. The primary goal of our investor relations activities is to be clear and consistent in communicating our financial, operational and ESG performance, and our strategy, objectives and outlook in a timely and transparent manner.

Intertrust attaches great value to maintaining an open dialogue with its shareholders, investors and equity analysts to keep them clearly and reliably informed and to receive valuable feedback. Our engagement is aimed at supporting the Company’s strategic ambitions by notifying the markets on financial and operational developments. In addition to publishing financial results on a quarterly basis, we also organise quarterly conference calls for research analysts and institutional investors to discuss those results. Recordings of these calls can be found on our website:
https://www.intertrustgroup.com/investors.

At least on a quarterly basis, the Supervisory Board receives a report summarising feedback from institutional shareholders and investors as well as equity analysts, giving them a clear understanding of financial markets’ views, including strengths, weaknesses, concerns and opportunities.

Intertrust actively engages with existing and potential shareholders, equity analysts and rating agencies to build enduring relationships based on a constructive dialogue. Our Management Board hosts one-on-one and group investor meetings during (international) roadshows or in-house meetings and attends broker-organised investor conferences. Please refer to our website for Intertrust Group’s policy on bilateral contacts with shareholders.

Our Dividend Policy aims for, among other things, distributing a fixed annual cash dividend of 20% of adjusted net income. As a prudent step to ensure that the Company retains its financial flexibility, the Management Board, with approval from the Supervisory Board, decided not to propose a final dividend for 2019 and no dividend for 2020. On 27 September 2021, Intertrust Group announced to start a EUR 100 million share buyback programme, which was suspended after entering into exclusive negotiations with CVC Capital Partners, as announced on 12 November 2021. On 6 December 2021, Intertrust and Corporation Service Company announced reaching a conditional agreement on a recommended public offer for all issued and outstanding ordinary shares of Intertrust for EUR 20.00 (cum dividend) in cash per share. Following this agreement, the Management Board decided not to propose a dividend to the AGM over the year 2021.

Major shareholders	%1	Date of notification
Teleios Capital Partners	10.08%	21 September 2021
TIG Advisors	6.13%	7 December 2021
JP Morgan Chase & Co	5.23%	7 December 2021
Magnetar Financial	5.22%	7 December 2020
Allianz Global Investors	5.09%	9 August 2021
Harbor Spring Capital	4.96%	29 September 2021
FMR	4.83%	20 December 2021
Lucerne Capital Management	4.83%	28 May 2021
DWS Investment	4.25%	31 December 2021
Hawk Ridge Capital Management	4.10%	4 November 2021
Barclays	3.31%	20 December 2021
UBS Group	3.20%	16 December 2021
Norges Bank	3.02%	15 December 2021
AllianceBernstein	3.03%	21 April 2020

1. Percentage of voting rights, source: AFM register, public letters

Dutch law requires shareholders holding a (direct or indirect) capital and/or voting interest of 3% or more in Intertrust to disclose such to the AFM. The AFM processes these disclosures in its publicly available register which can be found at www.afm.nl.

As per 31 December 2021, the following parties had made a notification to the AFM with respect to their shareholding in Intertrust N.V. The shareholding of Harbor Spring Capital and Hawk Ridge Capital Management are taken from letters published on 29 September 2021 and 4 November 2021 respectively. Actual percentages may differ slightly.

Intertrust Group has been listed on Euronext Amsterdam since its IPO in October 2015 and its shares are traded under the ticker symbol INTER. The Company has been included in the AMX mid-cap index of Euronext Amsterdam since March 2016.

The share price ended the year 2021 at EUR 19.60, which was 41.2% above the closing price of EUR 13.88 at 31 December 2020. An overview of the share price in 2021 is shown in the graph above.

Closing price as at 31 December 2020	EUR 13.88
Highest closing price 2021	EUR 20.90
Lowest closing price 2021	EUR 11.50
Closing price as at 31 December 2021	EUR 19.60
Market cap as at 31 December 2021	EUR 1.8 billion
Average daily volume shares1	158,050

1. Traded on Euronext Amsterdam

Share price development and volumes

In November 2018, Intertrust Group B.V. issued 7-year EUR 500 million senior unsecured notes with a coupon of 3.375% (listed on the Luxembourg stock exchange). The Notes have a BB rating with stable outlook at Standard & Poor’s and a Ba2 rating with negative outlook at Moody’s. For more information about this offering, please refer to the corporate website or Note XX of the financial report.

Currently, eight sell-side analysts actively track our performance and regularly publish equity research reports on Intertrust: ABN AMRO – Oddo BHF, Degroof Petercam, Deutsche Bank, HSBC, JP Morgan & Chase Co., KBC Securities, Kempen & Co, and UBS. Their details can be found at: https://www.intertrustgroup.com/investors/analysts.

Intertrust's financial year runs from 1 January to 31 December. We provide trading updates for the first and third quarters of each year, interim financials for the half-year and full audited financial statements for year end.

1 January 2022 – 10 February 2022
1 April 2022 – 29 April 2022
1 July 2022 – 28 July 2022
1 October 2022 – 27 October 2022

Date	Event
29 April	Publication of Q1 2022 results
12 May	Annual General Meeting
28 July	Publication of Q2/H1 2022 results & reviewed interim financial statements
27 October	Publication of Q3 2022 results

Compliance and risk management

We are committed to supporting our clients comply with legal, regulatory and risk standards in every location and business segment we operate in. Frequent and continual changes in regulations and policies, and increased scrutiny from supervisory bodies, regulators, and society at large continue to influence and shape the industry. An effective and robust Compliance and Risk Management framework is of critical importance to Intertrust Group.

A detailed knowledge of our clients and a complete understanding of their requirements are the cornerstones of our ability to serve them and to operate in compliance with the highest legal, regulatory, risk and societal standards.

Strategic progress

As a provider of corporate, fund and fiduciary services, Intertrust Group has always placed regulatory compliance and risk management at the centre of doing business. In 2021, our Compliance and Risk Management teams continued to lead and transform Compliance and Risk Management activities, in support of our strategy of strengthening and expanding our Corporate Services, accelerating Funds and leveraging technology and global reach. In May 2021, Aileen Gillan was appointed as Chief Risk Officer to lead the team, which is responsible for providing oversight both of the firm’s risk profile and execution of its compliance and risk management framework.

Intertrust Group is undergoing a transformation to provide tech-enabled corporate and fund solutions. Part of this transformation is aimed at the alignment of common global processes and improving workflows, including know-your-customer (KYC) and ongoing customer due diligence activities (such as transaction monitoring and customer and payment screening), with the ultimate aim of creating a more effective, efficient and compliant operating platform.

Based on shortcomings identified through internal and regulatory inspections (including the CIMA penalty) and the increasingly complex regulated environment in which Intertrust Group operates, in 2021 we have started to implement further remediation activities with a strong focus on the Netherlands, Cayman Islands and Luxembourg. In addition to the one-off costs related to the CIMA fine (noted below) and other legal and compliance costs incurred over the course of 2021, we committed to implement further remediation activities in 2021 and 2022. For 2021, the total amount of one-off costs was EUR 13.8 million, related to remediation activities, the CIMA fine and other legal and compliance costs. This includes a programme to reinforce the firm’s global policies and procedures framework, with additional guidance on minimum standards for colleagues. This process will support remediation activity and enhance the colleague and customer experience through the application of market-leading practice across all of the jurisdictions in which we operate. When completed, the automated customer due diligence processes will improve our employee experience, our efficiency and accuracy in servicing clients, and ultimately lead to the delivery of a more seamless, consistent customer journey globally. In 2022 we expect to spend a similar amount on these one-off activities as in 2021. Moreover, increased regulatory and compliance remediation requirements are expected to lead to a higher cost to deliver our services.

In 2021, the Compliance and Risk Management team further sharpened regular compliance and risk reporting to the Executive Committee and the Supervisory Board, providing an enriched level of compliance and risk metrics, including culture and conduct.

Risk and compliance culture

Recognising the responsibilities that come with our role as Industry gate-keeper, strengthening our culture in the areas of risk, compliance and integrity has been and continues to be a key objective for Intertrust. We aim to ensure that all colleagues understand the need for a continuous focus on risk, compliance and integrity as an integral part of our culture through ongoing communication, awareness and training. This will be reinforced through performance management processes and KPIs that help underpin our belief that managing risk and compliance, and consistently doing the right things the right way, is everyone’s responsibility. Always.

Our Code of Conduct reinforces our culture and values by setting out expected standards of behaviour. The principles it codifies underpin everything we do. We are intensifying our monitoring of compliance with it. During the year, we recorded no significant breaches of the Code of Conduct. By means of an e-learning, colleagues are required to affirm they have read and comply with it at least annually. In 2021, 97.0% of the approximately 1,250 new Intertrust Group colleagues had completed the Code of Conduct e-learing, compared to 90.4% of our more than 1,500 new hires, including contingent workers.

Risk appetite

During the year, we continued to apply our global risk appetite and risk tolerances in alignment with our strategy, global policies and standards.

The Group Risk Appetite Framework (GRAF) applies to all functions, entities and jurisdictions. Supplementary risk appetite statements are permitted where mandated by regulatory requirements, and should operate within the GRAF.

Our Risk Appetite Statements reflect the balance required between risk-taking and the commercial and reputational implications of doing so, promoting good customer outcomes and protecting the Group from excessive exposure. The Risk Appetite Statements include qualitative and quantitative limits which inform strategy, targets, policies, procedures and other controls that collectively ensure we remain within the Board approved risk appetite.

The Group has a low overall appetite for risk, reflecting the need to make reasonable allowance for the management of risks arising in our business but with low tolerance for those risks crystallising into regulatory breach, financial loss, customer detriment or damage to our reputation.

The Group recognises that appropriate risks need to be taken in order to meet its strategic objectives and deliver benefits to its customers and stakeholders. However, the Group aims to ensure a well-controlled, actively managed and appropriate level of risk, commensurate with a balanced and sustainable level of return.

Given the nature of its business, the Group does not expect to incur high levels of risk, and actively seeks to avoid such risks by utilising robust people, process and technology frameworks. The Group has no appetite for higher risk practices that impact its ability to maintain regulatory compliance, or limit its ability to restrict financial crime, and it actively promotes a conduct and culture framework that reinforces this.

The GRAF is not static and it may change over time, reflecting our transformation agenda, developments in society, regulatory demands, legislation and an evolving client landscape.

The Compliance and Risk Management function continues to regularly work with the Executive Committee, the Group Risk Oversight Committee (GROC), the Supervisory Board, the Audit and Risk Committee (until 30 June 2021) and the Risk Committee (from 1 July 2021) to evaluate our existing risk profile and respond to new and emerging risks, threats, opportunities and changes to legislation, regulation, customer and societal expectations. Intertrust monitors its risk profile and continues to reject or stop servicing clients where we assess they are not compatible with our risk appetite. We are clear about the business activities that we will not accept, and we also have internal control mechanisms to assess, monitor and mitigate our higher risk and sensitive business activities and relationships.

Navigating changes in regulation and keeping abreast of industry standards requires ongoing training of and awareness raising for our colleagues. Intertrust Group uses online e-learning applications to support this important ongoing task. Our Compliance and Risk Management team support and train our colleagues in every jurisdiction to understand changes in regulatory requirements and expectations, which also helps them to assess commercial opportunities.

Intertrust Group uses industry-standard processes for reporting unusual transactions and activities that do not comply with local regulations. Our internal Whistle-blower Policy sets out a framework in which colleagues and third parties can report activity which concerns them, using a channel that ensures confidentiality and independence. During 2021 there was one incident reported under the Whistle-blower Policy (2020: none).

Our senior leadership, business, and Compliance and Risk Management teams work collaboratively to ensure our global policies and standards are applied consistently and within risk appetite. We have initiated a global remediation programme in 2021 which also serves for this purpose. We aim to ensure that compliance and risk policies and procedures are clear and proportionate and reflect best practice in all the jurisdictions in which we operate.

In line with industry and regulatory developments, we continue to strengthen our risk management and control frameworks (see below). Special attention areas for the compliance and risk function include regulatory compliance, continued development of our risk management framework and, given our tech-enablement strategy, IT risk and information security.

In 2021 we recognised that further investment and management focus was required to enhance Intertrust's compliance framework including culture. We initiated a Group-led programme in November 2021, working with an expert regulatory consulting firm, to develop a consistent framework for Financial Crime Policies and Procedures. The intention is to develop a framework that is generally applicable in all our businesses globally, albeit tailored where appropriate to reflect specific jurisdictional requirements. Adoption of this framework will facilitate a more consistent approach to financial crime risk management and consequently Group overview of key risk exposures, be they related to customers, jurisdictions or service offerings. The framework will also facilitate enhancement of automated tooling to enable more effective and efficient execution of customer due diligence activities, including KYC/KYB, Customer Risk Assessment, Customer and Payment Screening and Transaction Monitoring.

Risk management

Intertrust Group seeks to adopt best practice in corporate governance, risk management and control, appropriate to the size and complexity of the business. All colleagues are responsible for managing risk as part of their day-to-day role.

Our Enterprise Risk Management (ERM) Policy was updated in 2021 and approved by the Board Risk Committee. The Policy establishes the Enterprise Risk Management Framework for the Group as a whole, setting out requirements for identifying, assessing, owning, managing and reporting on risks inherent in the business and its global operating environment, and monitoring adherence to risk appetite.

In implementing our ERM Policy and actively managing the risks that have the potential to impact our business we deploy the industry-recognised Three Lines of Defence model that defines colleagues' roles and responsibilities for effective enterprise-wide compliance and operational risk management and related control activity.

• First Line of Defence: All revenue-generating and support functions, which introduce risk into the Group. This includes: Operations, Human Resources, Finance, Sales & Marketing, Communications and Information Technology. The First Line of Defence has primary responsibility for identifying, assessing, mitigating, monitoring and reporting risk, and ensuring it adheres to the Group’s risk appetite, regulatory requirements and industry best practice.
• Second Line of Defence: Our independent Compliance and Risk functions, responsible for developing and monitoring the execution of, and adherence to, the Enterprise Risk Management Framework and providing independent advice, oversight and challenge to all First Line of Defence risk generating activities.
• Third Line of Defence: Our Internal Audit function, responsible for providing assurance to the Supervisory Board concerning the effectiveness of the operation of governance, risk management and control processes across Intertrust Group.

In 2021, we undertook a review to evaluate the effectiveness of the operation of the lines of defence. As a result, we identified a number of areas for improvement, including: the need to clarify roles and responsibilities between first and second lines; and the need for further investment in additional specialist resource, and further training and competency for the first line. Implementation of the actions arising will continue throughout 2022 to ensure the model is embedded consistently across our business and observations of the regulators are addressed adequately.

Developments in 2021

In the fourth quarter of 2020, we implemented the Global Risk Oversight Committee (GROC) with the purpose of providing more regular, formal oversight of the management of risks within Intertrust Group globally. Chaired by the Group Chief Executive, this committee comprises the Executive Committee, supported by senior members of the Compliance and Risk function. It meets monthly to discuss our key risks, controls and any activity required for ongoing improvement of our risk profile and risk management framework. The objective is to provide timely management information, analysis, and recommendations to our Executive Committee, Supervisory Board and Risk Committee on existing and emerging risk issues and trends, performance of the business relative to risk appetite and proposed mitigating actions where required.

One of our key risk initiatives for 2021 was the Risk Reporting & Risk Appetite workstream. The main objectives of the workstream were to streamline and automate the data collation process for reporting, and enhance risk and compliance insights for the recipients at the Executive Committee and Supervisory Board. The goal is to provide enhanced assurance and support for more effective oversight of the company's risk profile and key risk exposures. Risk reporting is now aligned to our revised risk taxonomy which focusses on key financial and non-financial risk classifications.

We have initiated a project that aims to automate and connect operational processes, and develop in-house customised technology solutions to provide seamless service delivery and enhanced compliance and risk capabilities for clients and third parties.

These customised technology solutions will allow us to deliver a consistent approach across all our client-facing areas with regard to the collection and storage of client data at client onboarding. In 2022 we will aim to improve further our on-boarding workflow through embedding our Fastlane technology solution, with the aim of enhancing efficiency and reducing friction in the process. The initial modules include iKYC, Risk Engine (our risk assessment tool) and Transaction Monitoring.

Keeping abreast of regulations faced by the Group and its customers across the globe is a core objective of the Compliance and Risk team. We have developed a regulatory tracker, managed globally, which allows each office to report on local regulatory/legislative changes. All inputs are collated centrally and can then be viewed at Group level. Work to develop and enhance the functionality of this tool will continue in 2022 alongside implementation of our regulatory liaison and engagement strategy.

Information Security is organised as a Group function spanning all jurisdictions and areas of our organisation. The Chief Information Security Officer (CISO) sits within the Second Line of Defence reporting directly to the Chief Risk Officer. The IT Security Team reports separately to the COO via the Global Head of IT, and is responsible for the implementation of internal controls to identify, assess, mitigate, monitor and report information security and cyber threats. In addition, Business Information Security Officers (BISO) are appointed locally and predominantly within first line business areas to extend the footprint of the Information Security Office. This structure ensures appropriate independence of the CISO, which in turn enables independent oversight of the first-line IT Security Team. Information Security risks are aggregated and reported within the ERM Framework.

While we expect information security and technology risks to remain heightened throughout 2022 (in light of ever-increasing external threats), our focus will be on improving the overall maturity of our Information Security Program by aligning it with industry best practice frameworks and standards.

Regulatory inspections are a regular and ongoing feature of our industry to which Intertrust Group is subject from time to time. As part of a wider industry trend, Intertrust has also experienced heightened scrutiny by authorities in various jurisdictions. The interactions with such regulatory authorities have included and can be expected to continue to include on-site vists, information requests, investigations and other enquiries. Such interactions, as well as Intertrust's internal assessments in connection to its global remediation programme, have in some cases resulted in satifactory outcomes. Some have also resulted in, and may continue to result in, findings or conclusions which may require further appropriate remedial actions by Intertrust or other consequences. Intertrust will always cooperate fully and in the spirit of transparency, and provide all resources necessary to make sure the regulatory bodies have the information required and such inspections are carried our with utmost diligence.

In May 2021, the Cayman Islands Monetary Authority (CIMA) issued to Intertrust Corporate Services (Cayman) Limited, a subsidiary of Intertrust N.V., formal notice of an administrative fine in the amount of KYD 4.2 million (approx. EUR 4.3 million) arising from breaches of specific statutory obligations under the Cayman Islands Anti-Money Laundering (AML) Regulations identified during an onsite inspection conducted in February 2020. The breaches are administrative in nature and there is no suggestion that Intertrust Group has engaged in or facilitated its clients to engage in money laundering activities. Nonetheless, we are deeply disappointed by the fact we did not live up to the high standards we set ourselves, and of the standards set by CIMA. We are committed to remediating all applicable records; and while we continue to examine all available options in relation to the legal and regulatory process, in keeping with our aspiration to be industry gatekeeper, we are also committed to maintaining a constructive and collaborative working relationship with CIMA.

Recognising the need to learn from our experience, and ensure consistent, positive and proactive regulatory relationships wherever we operate, in 2021 we also developed a Regulatory Liaison and Engagement Strategy and Framework. The objectives and desired outcomes are to:

• Ensure that we consistently communicate with our regulators at a standard that reflects Intertrust’s values, purpose and vision in all the regulated jurisdictions within which the Group operates, and all regulatory engagements throughout Intertrust are carried out in a consistent, transparent, and constructive manner;
• Enhance regulatory perceptions of Intertrust through the facilitation of open, constructive regulatory interactions, thereby demonstrating, in keeping with the Group’s purpose, that regulation is a positive force for business;
• Increase Intertrust’s influence and contribution to local regulatory consultations by taking a pro-active and constructive approach, thus mitigating the risk of failing to anticipate, and respond to, regulatory change or scrutiny.

To achieve these objectives, and enhance Intertrust’s position as Industry Gatekeeper and an influencer of regulatory outcomes, we are enhancing capability through the establishment of a dedicated, expert Regulatory Affairs and Liaison team (RAL) to support the Board and Senior Management in their engagement and communications with the regulatory community.

The activities of this team will support existing monitoring of the external regulatory environment, including upcoming legislative and regulatory changes to identify potential risks and opportunities, ensuring that our Executive Committee and Senior Management are informed and engaged in understanding the impacts of proposed changes on our business and industry.

Based on shortcomings identified through internal and regulatory inspections (including the CIMA penalty) and the increasingly complex regulated environment in which Intertrust Group operates, in 2021 we have started to implement further remediation activities, with a strong focus on the Netherlands, Cayman Islands and Luxembourg. In addition to the one-off costs related to the CIMA fine and other legal and compliance costs incurred over the course of 2021, we committed to implement further remediation activities in 2021 and 2022. For 2021, the total amount of one-off costs was EUR 13.8 million, related to remediation activities, the CIMA fine and other legal and compliance costs.

This includes a programme to reinforce the firm’s global policies and procedures framework, with additional guidance on minimum standards for colleagues, including:

• Risk appetite statement
• Enterprise Wide AML Risk Assessment (“EWRA”)
• Customer risk assessment (including country risk assessment)
• CDD/EDD/ODD policies and procedures

Using the outputs of this review process, they will support us in developing a suite of best-in-class AML Policies and Standards. Given our global footprint, the framework will also account for local nuances.

We will then map new policy and procedural requirements into process flows for technology analysis, and develop process flows for CDD automation where possible throughout the customer journey to enhance the operation and effectiveness of existing tools.

While we aim to substantially finalise the one-off remediation activities by the end of 2022, we recognise that, in an ever-evolving global regulatory landscape, monitoring and evaluating the effectiveness of our risk and compliance operating model and framework on a continuous basis will be essential to ensure our policies and standards keep pace with external changes and reflect market best practice. We are committed to doing so. In 2022 we expect to spend a similar amount on these one-off activities as in 2021. Moreover, increased regulatory and compliance remediation requirements are expected to lead to a higher cost to deliver our services.

Assessing our main risks

In pursuing our strategic ambitions, we accept a level of risk to achieve our objectives, while ensuring we fulfil all applicable regulatory obligations and maintain a robust control framework. The business continues to mitigate the downside risk of potential operational failures, and our management of financial and reporting risks continues to focus on a range of key risk indicators supported by the alignment and improvement of our global processes. Our Risk and Compliance function works actively with colleagues across the firm to identify, assess and manage risks through our procedure and control frameworks, governance, policy, regular training and awareness, and adherence to our Code of Conduct.

Our risk taxonomy classifies risks to which Intertrust Group is, or could be, exposed. The main risks are financial crime risk, people risk, regulatory compliance risk, reputational risk. technology risk, process risk, culture and conduct risk and transformation/change risk.

Main risks

The Group has no appetite for establishing or maintaining customer relationships that facilitate financial crime and has no appetite for sanctions breaches. We will not enter into relationships with customers where, in our assessment, the financial crime risks are so material they cannot be managed effectively; and will end existing relationships should those circumstances arise. We continue to invest in expertise and systems to improve our management of risk in this area. In 2021 we engaged Kroll to help us develop a global AML framework comprising revised policies, procedures and minimum standards to reflect industry best practice.

In 2022, they will continue to support our efforts to standardise and automate our client onboarding, customer screening and transaction monitoring processes by assessing where process flows/technological requirements can be further developed to assist customer due diligence process automation. The project aims to enhance efficiency and reduce risk of error, with automated processes ultimately supporting: reduced operational costs; a consistent frictionless customer and colleague experience; and compliance by design in our procedures, systems and controls across all jurisdictions in which we operate.

Our people are our greatest asset and key to the success of our organisation. The inability to recruit, retain, engage, empower and develop our colleagues could have a markedly adverse effect on client service quality and business continuity. Therefore, our people strategy remains focused on creating a positive and long-lasting colleague experience. It also stresses the importance of nurturing a culture that is inclusive for all colleagues and an environment in which they are and feel respected, empowered, engaged, and appropriately rewarded. We continue to invest in our people by implementing programmes to promote health and well-being, personal growth and professional development. In 2021, we partnered with ICAS International, one of the world’s leading providers of well-being and employee assistance programmes (EAP), to help colleagues and their families when they require additional support. Throughout 2021, we have also continued to monitor well-being while colleagues work from home.

In 2021, we announced our intention to implement a business-led hybrid model where time would ultimately be balanced 60:40 between working from our offices and home, allowing colleagues to re-connect where local restrictions have eased and benefit from the collaboration, creativity and energy that meeting face-to-face brings. Our succession and resource planning continues to support and meet our ever-changing global needs. We continue to invest in meeting regulatory obligations, increasing our professional expertise via general and specific training and seeking regular feedback from our colleagues through Peakon surveys. We have also continued to invest in colleague training through our ELLA platform and global training programmes, which provide a wide variety of e-learning topics delivered on demand. Colleague development remains an essential component in achieving consistently high standards of quality, professionalism and client service.

The Group has no appetite for material regulatory breaches, and seeks consistently to comply with all relevant regulation, laws and/or legal obligations. We strive to maintain a strong and collaborative relationship with our regulators through regular and proactive engagement by both business and compliance teams and, where possible, active involvement in consultations around regulatory change. We invest in and encourage regular training so that colleagues can keep abreast of, and prepare for, changes in the regulatory environment.

Meeting the high standards expected of us by our regulators, investors, clients and other market participants is integral to our strategy. We closely monitor the public and political debate impacting our industry (including discussions regarding economic substance, mandatory disclosure regimes and other tax reforms) and the regular discussions and debates around proposed regulations in all jurisdictions and regions where we operate, in order that we can adapt accordingly whilst maintaining the highest level of adherence to evolving standards.

Disruption in our information technology infrastructure can have a materially adverse impact on our business and its continuity, the effectiveness of our operations, the security and integrity of our systems and data, and our reputation and financial condition. Key areas of focus include putting in place strategies to ensure we can continue to operate and meet demand as we transform our business to be more digitalised and technologically enabled.

Specific areas of attention for 2022 include the revision of our technology risk management framework (including cyber risk) and enhanced focus on data management, information security and governance and third-party risk management. We will work to ensure we improve our overall technology risk maturity level, following market best practice and standards both in relation to remediation efforts and our forward-looking risk management approach. We will continue to invest in our IT infrastructure and people. Our Business Continuity Management, designed to address potential disruptions to our operations or supply chain, is tested regularly. Having invoked our Business Continuity Plan at the beginning of the Covid-19 pandemic, many of our colleagues continued to work from home successfully for long periods during 2021.

We have maintained our focus throughout 2021 on monitoring and managing operational risks to mitigate the risk of loss from inadequate or failed internal processes, people and systems. One of our drivers in becoming more tech enabled is to reduce reliance on manual processes. We are focussed on, and continue to invest in, global alignment of workflows and standardisation and automation of processes in order to achieve greater operational efficiencies whilst increasing the effectiveness of our safeguards and controls.

Organisational culture is a key driver of risk. A focus on the importance of getting the basics right first time, every time, and striking the right balance between business/revenue growth and compliance, is critical. Through mandatory training and positive and continuous reinforcement from management, we ensure that our colleagues understand the need for a focus on openness, partnership, risk and compliance in their day-to-day roles. All colleagues are required to adhere to our Code of Conduct which sets out standards of behaviour and conduct. Being able to evidence how they have lived the Intertrust Group values is a core component of each colleague’s performance review.

In 2022, we will enhance our Culture and Conduct reporting, which comprises a range of indicators reported regularly to senior management and the Board. We use these indicators to assess how effectively the firm is managing risks that could lead to adverse customer, colleague or regulatory outcomes. We will also develop further our consequence management approach to help reinforce messaging around colleagues’ responsibility to fulfil the responsibilities of their roles in a way that reflects our aspiration to be the industry gate-keeper.

Our industry and business are constantly adapting to new market, client and regulatory demands. Whilst we recognise the importance of continual business and process improvement, we also recognise the associated risks to which this gives rise – in particular our colleagues’ ability to adapt to change and our ability to maintain robust business continuity.

In 2021 we enhanced our PMO Framework to help drive value realisation by ensuring that change is managed in a controlled way and delivered within a common framework which is scalable, repeatable, efficient and easily adoptable by users. One of our key focusses in 2022 will be on embedding change and securing colleague buy in so that the benefits of projects are fully realised across the organisation.

Financial and other risks

The Group is funded with a mix of own capital and external capital (term loans, loan facility, senior notes), and holds bank balances and receivables in different locations and currencies. We have identified the following key financial risks which have been mitigated with proportionate measures and are monitored on different levels within the Company.

• The Group’s exposure to the risk of changes in foreign exchange rates relates primarily to the Group’s operating activities (translation risk). The exposures are mainly with respect to the US Dollar (USD) and Pound Sterling (GBP). Our Group EBITDA is roughly generated in 33% USD, 19% in GBP, and 43% in EUR. The loans and borrowings of the Group are denominated for approximately 30% in USD, 13% in GBP and 57% in EUR. With this split we have matched to a significant extent the cash flows generated by the underlying operations of the Group with the debt which provides an economic hedge. Over the longer term, permanent changes in foreign exchange rates and the availability of foreign currencies may have an impact on our financial results.
• The Group is also exposed to transactional risk on foreign exchange in cases whereby the income is in a different currency than the (underlying) cost base. Material transactional foreign exchange risks are being hedged.
• The majority of our debt (senior notes) has a fixed interest rate. For the portion with variable rates (term loans) we have hedged 39% of the risk with interest rate swaps. Cash flow volatility resulting from the interest rate fluctuation is limited to the non-hedged part of the term loans.
• Liquidity risk includes the risk to a shortage of funds and the risk to encounter difficulty in meeting obligations associated with financial liabilities. The Group monitors its risk to a shortage of funds as integral part of our forecasting processes. A cash pool and inter-company financing enables us to provide all significant group entities with sufficient liquidity.
• Maturities of loans and notes are managed so that timely refinancing at acceptable terms can be ensured.
• Compliance with all requirements under financing agreements is being monitored. For the financial covenants, forecast are updated regularly in order to maintain sufficient headroom.
• Credit risk is mainly related to cash balances and accounts receivable. Creditworthiness of financial counterparties is being monitored. For accounts receivable we actively monitor and manage debtor aging and concentration risks in order to limit exposures.

The financial risks are discussed in Section: Financial instruments, note note 23.

• Reporting risk: We operate globally, across multiple jurisdictions and reporting entities. Without robust procedures and internal control framework, we face the risk of providing inaccurate or untimely information internally or externally at firm, jurisdiction, or entity level which would keep us from managing our key performance indicators. Given the criticality of this in managing the company and stakeholder expectations, we actively focus on delivering information according to consistent accounting, reporting and internal control policies and procedures which allows us to deliver prompt and accurate output globally.
• Impaiment risk: We carry significant intangible assets on our balance sheet related to goodwill and intangibles for brand name and client relationships resulting from acquisitions. There is a risk of impairment for these assets. The conclusion of our impairment assessment as per 31 December 2021 is that no impairment is required.
• Tax risk: Our businesses operate globally and our profits are subject to taxation in many different jurisdictions and at differing tax rates. Tax laws that currently apply to our businesses may be amended by the relevant authorities or interpreted differently by them, and these changes could adversely affect our reported results and cash tax expenses.

Statement from the Management Board

In accordance with best practice 1.4.3 of the Dutch Corporate Governance Code, the Management Board is responsible for establishing and maintaining adequate internal risk management and control systems. Intertrust manages strategic, operational, compliance and finance/reporting risks by applying a global internal risk management and control framework.

The risk management and control framework is designed to mitigate risks and provide reasonable assurance regarding the achievement of objectives in the following categories:

• Effectiveness and efficiency of operations,
• Reliability of financial and non-financial information,
• Compliance with laws, regulations and internal policies,
• Safeguarding assets, identification and management of liabilities, and
• Strategic goals of Intertrust Group.

During 2021, the design, alignment, monitoring and reporting on key processes and the internal control framework has continued to be a key objective for the Company.

In 2021, various aspects of risk management were discussed by the Executive Committee, including the results of the annual Risk Control Self-Assessment (RCSA) and the progress to mitigate risks. The responsibilities concerning risk management and compliance, as well as the role and responsibilities of our three lines of defence were also discussed with senior management. In addition, the results of the RCSA and the design and harmonisation of key processes have been reviewed by the Risk Committee of the Supervisory Board. We recognised that further investment and management focus was required to enhance Intertrust's risk and compliance framework. As announced with our second quarter 2021 results, this led to the global remediation programme with a strong focus on the Netherlands, Cayman Islands and Luxembourg.

Intertrust Group prepared the ‘In Control Statement’ for 2021 in accordance with best practice provision 1.4.3 of the new Dutch Corporate Governance Code. With due consideration to the above and reference to the information described in the Compliance and Risk Management chapter on page XX of this Annual Report, the Management Board believes that (i) sufficient insights are provided in the mentioned Compliance and Risk Management chapter into any failings in the effectiveness of internal risk management or internal control systems; and (ii) those systems provide reasonable assurance that the Intertrust Annual Report 2021 does not contain any material inaccuracies.

It should be noted that the above neither implies that internal risk management, nor the internal control systems and procedures provide absolute assurance to Intertrust Group as to the realisation of financial and strategic business objectives, or that internal risk management and control systems can prevent or detect all misstatements, inaccuracies, errors, fraud and non-compliance with legislation, rules and regulations.

There are a number of risks in areas where internal and external reviews reveal potential for improvement. Applicable regulations may be unclear, subject to multiple interpretations or under development, or where regulations may conflict with one another, or where regulators revise their previous guidance or courts overrule previous rulings. Despite our efforts to maintain effective compliance procedures and to comply with applicable laws and regulations, we therefore cannot rule out the risk of non-compliance with applicable standards. We are committed to conducting our business with integrity, and regulatory compliance remains the priority for 2022 and beyond.

The Management Board confirms that based on the current state of affairs and to the best of its knowledge, it is justified that the financial reporting is prepared on a going concern basis and that the Annual Report states those material risks and uncertainties that are relevant to the expectation of the Company’s continuity for the period of twelve months after the preparation of the report.

With reference to section 5.25c paragraph 2, sub c of the Financial Markets Supervision Act (Wet op het financieel toezicht), the Management Board states that, to the best of its knowledge:

• The annual financial statements for 2021 give a true and fair view of the assets, liabilities, financial position and profit or loss of Intertrust N.V. and its subsidiaries;
• The Annual Report 2021 gives a true and fair view of the state of affairs as per 31 December 2021 and the course of business during 2021 of Intertrust N.V. and of its affiliated companies of which data is included in the annual financial statements, together with a description of the principal risks facing Intertrust Group.

17 February 2022

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Our governance

Composition of the Boards

Supervisory Board

Hélène Vletter-van Dort (Dutch, 1964)

Chair and Independent Supervisory Board Member

Member of the Supervisory Board since 2015
Second term expires in 2023

Background
Hélène Vletter-van Dort is a professor of (European) Financial Law & Governance at the Erasmus School of Law of the University of Rotterdam. Hélène started her career in 1988 as an M&A lawyer at Clifford Chance. Between 2004 and 2008 she served as a judge at the Enterprise Chamber of the Court of Appeal of Amsterdam. Hélène has held non-executive board positions with a variety of financial institutions. From 2009 to 2018, she has been a member of the Dutch Monitoring Committee on Corporate Governance, appointed by the Dutch government. In October 2015, she was appointed to the Supervisory Board of NN Group N.V., where she also serves as Vice-Chair. In 2018 she was appointed as Chair of the protective foundation of Koninklijke Brill. From May 2020, she is a member of the Supervisory Board of NPO. Since April 2021, she is a member of the Supervisory Board of Anthos Fund & Asset Management.

Responsibilities
Member of the Remuneration, Selection and Appointment Committee
Member of the Risk Committee

Stewart Bennett (British and German, 1971)

Vice-Chair and Independent Supervisory Board Member

Member of the Supervisory Board since 2019
First term expires in 2023

Background
Stewart Bennett is Global Head of Alternatives at Columbia Threadneedle Investments (subject to regulatory approval), having joined the company in November 2021 following the acquisition of BMO’s EMEA asset management business. Since 2019, he was Global Head of Alternatives at BMO Global Asset Management. Before that he was a partner and Head of the Financial Institutions Group at Ondra Partners, an independent corporate finance advisory firm, authorised and regulated by the Financial Conduct Authority. He gained broad experience in advising executive teams and boards of leading UK and international financial institutions in respect of, amongst others, financial strategy, M&A and debt and equity capital raising. Before joining Ondra Partners, Stewart was Managing Director and Head of Financial Institutions Group, Strategic Advisory at Dresdner Kleinwort and an Investment Director at Botts & Company. Since 2013, Stewart has been a trustee of the Willow Foundation, a charity focused on seriously ill young adults, where he serves on the main Board and on the Finance and Audit Committee. Stewart holds a degree in German and Management Studies from the University of Leeds.

Responsibilities
Member of the Audit Committee
Member of the Risk Committee

Toine van Laack (Dutch)

Independent Supervisory Board Member

Chairperson of the Audit and Risk Committee

Toine van Laack is a Registered Accountant with extensive international experience in the finance and accounting sector. He spent 25 years at EY where he held several senior positions, including Senior Audit Partner, Managing Partner for Transaction Advisory Services and Managing Partner Markets. More recently, he was Managing Director of Janivo Holding B.V., an investment company and family office based in Zeist, the Netherlands. He has also held supervisory positions on various boards including TomTom N.V., LBi N.V. and Nidera Capital B.V. Earlier in his career at EY, Toine spent several years working in Asia, including Singapore and Indonesia. Toine also serves as Non-Executive Director at Vroon Group B.V., an international shipping company with headquarters in the Netherlands, as Non-Executive Director of Favorita Holdings Ltd, an investment holding company in Malta, and as Non-Executive Director at Big Dutchman AG, a global agriculture equipment supplier with headquarters in Germany. He holds a Registered Accounting degree from NBA and also completed the Harvard Advanced Management Programme.

Toine van Laack (Dutch, 1963)

Independent Supervisory Board Member

Member of the Supervisory Board since 2017
Second term expires in 2025

Background
Toine van Laack is a seasoned non-executive with extensive international experience in the finance and accounting sector. He spent 25 years at EY, where he held several senior positions, including Senior Audit Partner, Managing Partner for Transaction Advisory Services and Managing Partner Markets. More recently, he was Managing Director of Janivo Holding B.V., an investment company and family office based in Zeist, the Netherlands. He has also held supervisory positions on various boards including TomTom N.V., LBi N.V. and Nidera Capital B.V. Earlier in his career at EY, Toine spent several years working in Asia, including Singapore and Indonesia. Toine also serves as Non-Executive Director at Vroon Group B.V., an international shipping company with headquarters in the Netherlands, as Non-Executive Director of Favorita Holdings Ltd, an investment holding company in Malta, and as Non-Executive Director at Big Dutchman AG, a global agriculture equipment supplier with headquarters in Germany. He qualified as a registered accountant in 1991 and completed the Harvard Management Programme in 2008.

Responsibilities
Chair of the Audit Committee
Chair of the Risk Committee

Charlotte Lambkin (British, 1972)

Independent Supervisory Board Member

Member of the Supervisory Board since 2017
Second term expires in 2025

Background
Charlotte Lambkin is an experienced member of FTSE 100 executive committees and a seasoned corporate affairs and communications professional. She is a trustee and Chair of the People Committee at Royal Voluntary Services, the UK's largest volunteering charity, and a business coach. Most recently, she served as Executive Committee Member and Corporate Relations Director at Diageo, the UK headquartered FTSE-100 listed global alcoholic beverages company. Prior to that, she spent 10 years at BAE Systems, a UK-headquartered FTSE-30 listed defence, aerospace and security solutions company, as Executive Committee member and Group Communications Director. Charlotte started her career in a communications consultancy, advising boards of large multinationals. She is a graduate in History from Bristol University.

Responsibilities
Chair of the Remuneration, Selection and Appointment Committee

Independent Supervisory Board Member

Chairperson of the Audit and Risk Committee

Toine van Laack is a Registered Accountant with extensive international experience in the finance and accounting sector. He spent 25 years at EY where he held several senior positions, including Senior Audit Partner, Managing Partner for Transaction Advisory Services and Managing Partner Markets. More recently, he was Managing Director of Janivo Holding B.V., an investment company and family office based in Zeist, the Netherlands. He has also held supervisory positions on various boards including TomTom N.V., LBi N.V. and Nidera Capital B.V. Earlier in his career at EY, Toine spent several years working in Asia, including Singapore and Indonesia. Toine also serves as Non-Executive Director at Vroon Group B.V., an international shipping company with headquarters in the Netherlands, as Non-Executive Director of Favorita Holdings Ltd, an investment holding company in Malta, and as Non-Executive Director at Big Dutchman AG, a global agriculture equipment supplier with headquarters in Germany. He holds a Registered Accounting degree from NBA and also completed the Harvard Advanced Management Programme.

Anthony Ruys (Dutch, 1947)

Independent Supervisory Board Member

Member of the Supervisory Board since 2015
Second term expires in 2023

Background
Anthony Ruys is the former Chairman of the Executive Board of Heineken N.V. He holds a degree in Commercial Law from the University of Utrecht and a Master's degree from Harvard Business School. He was appointed an Officer of the Order of Orange-Nassau by the Dutch government in 2005. Thony began his career at Unilever in 1974. During his tenure there he served in various senior positions including Marketing Director and Chairman of various subsidiary companies in the Netherlands, Colombia and Italy. In 1993, he joined Heineken as a member of its Executive Board, became Vice Chairman in 1996 and Chairman in 2002, remaining in that position until 2005. Thony served as a Non-Executive Chairman of the Board of the Schiphol Group until April 2015, and he also served as a Non-Executive Board Member of ABN AMRO N.V., BAT plc (UK), ITC plc (India), Lottomatica Spa (Italy) and Janivo Holding B.V. Thony is currently Chairman at Stichting Museum Beelden aan Zee, a Dutch foundation qualifying as a public benefit organisation (ANBI). In January 2017, Thony was appointed as a member of the Board of Directors of HunterDouglas Group.

Responsibilities
Member of the Remuneration, Selection and Appointment Committee

Paul Willing (British, 1965)

Independent Supervisory Board Member from October 2021

Member of the Supervisory Board since 2017
Second term expires in 2025

Background
Paul Willing is the former CEO of Elian, having held that position from 2009 until the acquisition of Elian by Intertrust in 2016. After joining Intertrust as a result of that acquisition, he became Managing Director Atlantic Region for the combined organisation, until he stepped down from his executive responsibilities in July 2017. He has more than 25 years of financial services experience, with an extensive career at PwC in both Jersey and Geneva. He is a graduate of the University of London and qualified as a chartered accountant in 1991. Paul is resident in Jersey and holds several Non-Executive Director positions.

Responsibilities
Member of the Audit Committee

Paul Willing (British)

Supervisory Board Member. Former CEO of Elian - not considered independent under the Dutch Corporate Governance Code.

Member of the Audit and Risk Committee

Paul Willing is the former CEO of Elian, having held that position from 2009 until the acquisition of Elian by Intertrust in 2016. After joining Intertrust as a result of that acquisition, he became Managing Director Atlantic Region for the combined organisation, until he stepped down from his executive responsibilities in July 2017. He has over 25 years of financial services experience, with an extensive career at PwC in both Jersey and Geneva. He is a graduate of the University of London and qualified as a chartered accountant in 1991. Paul is resident in Jersey and holds several Non-Executive Director positions.

Management Board

Shankar Iyer (American, 1964)

Chief Executive Officer (CEO)

- Joined Intertrust Group in 2019
- Appointed as CEO in March 2021
- Appointed to Management Board in March 2021
- Current term 2021 - 2025

Shankar Iyer assumed the role of acting CEO from 7 December 2020. He was appointed as a member of the Management Board for a term of four years on 8 March 2021. Since June 2019, Shankar has been Chief Solutions Officer of Intertrust Group, and prior to that Shankar was CEO and co-founder of Viteos, a top ten US tech-enabled fund administrator acquired by Intertrust Group in 2019. He has over 30 years of international experience in business acquisition and development and has extensive experience in integrating digital capabilities into businesses. Before founding Viteos, Shankar was the President and CEO of Silverline Technologies, an IT services company, which he led to its listing on the NYSE. Shankar holds a degree in Management Studies from the University of Bombay.

Rogier van Wijk (Dutch, 1975)

Chief Financial Officer (CFO)

- Joined Intertrust Group in 2017
- Appointed as CFO in September 2019
- Appointed to Management Board in November 2019
- Current term 2019 - 2023

Rogier van Wijk has been Chief Financial Officer (CFO) since 12 September 2019 and was appointed for a term of 4 years to the Management Board on 28 November 2019. Rogier joined Intertrust in 2017 as Group Controller and has more than 20 years of international experience in finance, including several executive roles at Philips and TPV Technology. Rogier holds a degree in International Business from Maastricht University, the Netherlands, with a specialisation in Finance and Accounting, and an Executive Master Finance and Control from a Maastricht University and University of Amsterdam joint programme.

Executive Committee

Chitra Baskar (American, 1966)

Chief Operating Officer (COO)

Since 7 December 2020 Chitra is Group COO in addition to her role as Head of Fund Services. Chitra joined Intertrust Group as Global Head of Transformation and Operations and Executive Committee member in June 2019 following the acquisition of Viteos, where she was co-founder and COO. Chitra has more than 25 years of experience in the securities market. Prior to Viteos, Chitra headed the securities services business of IL&FS, a leading financial services institution in India encompassing custody, clearing, settlement and fund administration. Chitra is a chartered accountant (member of the Institute of Chartered Accountants, India) and has a degree in accounting from the University of Chennai, India.

Roberto Canenti (British and Italian, 1971)

Chief Human Resource Officer (CHRO)

Roberto joined Intertrust Group in June 2018 as CHRO and Executive Committee member, based in Amsterdam. Roberto has more than 20 years' HR-specific experience and most recently worked for Virtu Financial (previously KCG) where he was Head of HR Europe and Asia as of early 2015. Prior to this, he was with Barclays for over ten years, holding various global executive HR roles. Roberto, a British and Italian national, graduated with a BA in Politics from the University of Exeter.

Aileen Gillan (Irish, 1968)

Chief Risk Officer (CRO)

Aileen joined Intertrust Group in 2021 as CRO and Executive Committee member. Based in London, Aileen brings over 25 years’ experience. Before joining Intertrust Group, Aileen was CRO at Metro Bank, responsible for the oversight of the risk and control framework across the bank. Prior to that, she spent four years at Lloyds Banking Group, latterly as Chief Risk Officer for Asset Finance. Aileen began her career as a barrister before moving into risk and regulatory consulting with PwC, followed by DLA. Aileen is a graduate of Queen’s University Belfast, and Cranfield University School of Management.

Daniel Jaffe (British, 1975)

Managing Director Americas/Rest of the World

Daniel joined Intertrust Group's Executive Committee on 1 January 2018. Previously, Daniel worked in London as Relationship Banker for a major European bank, which included spending time in the US as Vice President for its West Coast operations specialising in infrastructure, retail and service clients. In 2009, he joined Intertrust UK as Commercial Director and became Managing Director in 2012, after which he became Managing Director in Singapore in 2015. In 2017, he returned to the UK to take on his current role. Daniel has knowledge and experience of working with corporates, private equity, venture capital, pension funds and private clients. During his time in both San Francisco and London, Daniel has specialised in European and transatlantic M&A as well as structuring and corporate planning. Daniel holds a BA (Honours) in French and Business Studies from the Manchester Metropolitan University and is also a member of the Chartered Institute of Bankers in Scotland.

Ian Lynch (Irish, 1973)

Chief Commercial Officer (CCO)

Ian joined Intertrust Group in 2019 as CCO and Executive Committee member. Prior to that he was Global Head of Alternative Investors and member of the executive team at BNP Paribas Security Services. Before joining BNP in June 2015, he had successfully integrated the Credit Suisse Prime Fund Services business into BNP and created a scalable Alternatives franchise, delivering a multi-asset platform to support clients' changing needs. Prior to that, Ian was Global Head of Prime Fund Services at Credit Suisse for eight years, where he also simultaneously managed its Irish business. Ian has held several other executive positions with Citco and Citigroup.

Report from the Supervisory Board

Letter from the Supervisory Board Chair

In 2021, the world continued to face significant challenges associated with the COVID-19 pandemic, making Intertrust Group’s purpose of building a new era of responsible growth more relevant than ever.

During this year, Intertrust Group made considerable progress on its transformation journey. Indeed, 2021 marked the first full year of Shankar Iyer as Intertrust Group’s Chief Executive Officer. As founder and long-time CEO of Viteos, Shankar brings considerable industry experience, and has demonstrated all the leadership capabilities required for our organisation to deliver on its purpose. It has been a pleasure to work with him, and it has been encouraging to see the strong working relationship Shankar has developed with our Chief Financial Officer, Rogier van Wijk, who is another important asset to our organisation.

Across 2021, in line with our duties to oversee and advise the Management Board, the Supervisory Board has helped to navigate key emerging challenges and strategic opportunities. In doing so, the Supervisory Board has actively engaged on a diverse set of topics relevant to Intertrust Group and all its stakeholders. These have included:

• Our Group’s ongoing response to the COVID-19 pandemic, especially in regions and countries facing particularly challenging circumstances
• Ensuring a safe return to offices for our colleagues around the world, as well as putting in place remote and hybrid-working arrangements as needed
• Scoping, defining, and introducing our updated organisational strategy, which will help us build a new era of responsible growth
• The agreement with CSC on a recommended all-cash offer of EUR 20.00 per Intertrust Group share and the process leading to that agreement
• A change in the management structure of the Netherlands and Luxembourg
• An assessment of our organisational culture, with a view to ensuring workplaces where all our employees can feel at home and give the best of themselves
• Further driving the migration to the Centre of Excellence to India, and executing other global operational change programmes
• Delivering on our ESG ambitions, including how to optimise our role in society and drive our diversity and inclusion
• Regulatory inspections and the regulatory environment of our local offices.

More broadly, the Supervisory Board interacted frequently with the Executive Committee and has maintained extensive dialogue with the Management Board on digitalisation, and how Intertrust Group can best leverage innovative solutions and emerging technologies to meet the needs of all our stakeholders, including employees, clients, business partners, investors, and society at large. In 2021, many of our meetings took place online or in hybrid formats, although the Supervisory Board tried to meet with key stakeholders in person as soon as we were able to.

In addition, as always, a strong focus of our Supervisory Board’s efforts this year has been compliance. Strong corporate compliance is the foundation of all our activities as an organisation. As such, the Supervisory Board recognised the seriousness of Intertrust Corporate Services (Cayman) Limited receiving an administrative fine of the Cayman Islands Monetary Authority, and we have approved accelerating the investments in strengthening the compliance framework across the markets Intertrust Group covers, in line with our full commitment to be a gatekeeper to the financial services industry. Also, with effect of 1 July 2021 the Supervisory Board established the Risk Committee in response to an increased focus on a number of matters within the scope of the (former) Audit and Risk Committee.

The Supervisory Board would like to reiterate that Intertrust is completely committed to making every effort to ensure that the Intertrust Group continues to undertake its role as a gatekeeper. The Supervisory Board of Intertrust Group recognises that regulation is a positive force for business and society as a whole. We are committed to safeguarding and upholding regulation, both in terms of how we help our clients and how we conduct our business internally.

Furthermore, in 2021 the Supervisory Board spent a significant amount of time on reviewing quarterly results, engaging in an active shareholder dialogue, and analysing options to drive value for all stakeholders.

Finally, and on behalf of all Supervisory Board members, I would like to extend my sincere gratitude to the Management Board, the Executive Committee and to all Intertrust Group colleagues around the world. In 2021, thanks to their efforts and contributions – often under challenging circumstances relating to the COVID-19 pandemic – Intertrust Group has continued to provide a high-quality service to our clients and help shape a new era of responsible business.

For a more comprehensive overview of the Supervisory Board’s activities, I warmly invite you to read the full report.

With best wishes,

Report from the Supervisory Board

In 2021, with the world continuing to adapt to a ‘new normal’, many activities were affected by ongoing responses to the COVID-19 pandemic. The Supervisory Board worked mainly from home, but was still able to focus effectively on a broad range of issues throughout the year. These issues included the auditor rotation, mid-year results, the share buy-back programme, the updated purpose “building a new era of responsible growth”, risk management and regulatory challenges and of course the agreement with CSC on a recommended all-cash offer for all and issued outstanding shares of Intertrust and the process leading thereto.

Composition, diversity and independence

In accordance with Dutch law, Intertrust Group has a two-tier corporate structure in which the Supervisory Board functions as a separate corporate body with full independence from the Management Board. The Supervisory Board is charged with supervising the policies of the Management Board and the general affairs of the Company and its subsidiaries. It does so in full alignment with Intertrust Group’s purpose of ‘building a new era of responsible growth’.

Supervisory Board members act independently from each other, the Management Board, the Executive Committee and any other interested person or body. The background, knowledge and expertise of each Supervisory Board member adds to the Board’s effectiveness, enabling it to fulfil its duties in the Company’s best interests. The members of the Supervisory Board as of 31 December 2021 are listed in the table below. For full individual biographies, please refer to page X of this Annual Report.

Composition of the Supervisory Board

Name	Date of birth	Gender	Profession	Year appointed	Year of possible re-appointment	Nr of terms	Other non-executive positions
Hélène Vletter-van Dort (Chair)	15 October 1964	Female	Professor of Financial Law & Governance at Erasmus School of Law, University of Rotterdam	2015	2023	2	3
Stewart Bennett (Vice-Chair)	30 March 1971	Male	Global Head of Alternatives, Columbia Threadneedle Investments (subject to regulatory approval)	2019	2023	1	1
Toine van Laack	4 April 1963	Male	Non-executive director	2017	2025	2	3
Charlotte Lambkin	1 February 1972	Female	Non-executive director	2017	2025	2	1
Anthony Ruys	20 July 1947	Male	Non-executive director	2015	2023	2	1
Paul Willling	17 December 1965	Male	Non-executive director	2017	2025	2	3

The Supervisory Board aims to have a strong representation of diversity in terms of gender, age, experience, expertise and nationality in order to safeguard the interests of various stakeholders.

When a vacancy arises within the Supervisory Board, gender is considered during the search for a suitable candidate. Intertrust believes that diversity, in terms of gender, race, background, expertise and other factors, is critical to its ability to be open to different ways of thinking and acting, enhancing its long-term sustainability. In today’s changing world, organisations are empowered by acting responsibly.

The Supervisory Board currently includes two women, out of a total of six members. It therefore already complies with the requirement that at least one-third of supervisory board members be female (and that one-third must be male) as set out in the Dutch Act of 29 September 2021 to amend Book 2 of the Dutch Civil Code with the aim of achieving a better gender balance on supervisory boards.

In October 2021, five years had passed since Intertrust completed the acquisition of Elian. Since then all members of the Supervisory Board are considered independent within the meaning of best practice provision 2.1.8 of the Corporate Governance Code. Please refer to the Supervisory Board section (see page XX) in the Corporate Governance chapter of this Annual Report for more details.

Self-assessment

In 2021, the Supervisory Board performed its self-assessment by completing questionnaires. These questionnaires covered the functioning of (i) the Supervisory Board as a whole, (ii) the Supervisory Board Chair, (iii) each individual Supervisory Board member and (iv) the committees of the Supervisory Board. The evaluation report based on these self-assessment questionnaires will be discussed in early 2022.

In 2021 the Management Board also evaluated its own and the Supervisory Board's functioning by completing a questionnaire. The outcome thereof and the consequential steps to be taken in 2022 will be discussed with the members of the Supervisory Board.

Supervisory Board meetings and activities in 2021

During the year, the Supervisory Board had access to all necessary relevant information and company personnel to carry out its fiduciary duties effectively and in a timely manner. The Supervisory Board held nine regular meetings with the Management Board also present. The Supervisory Board also held eight closed sessions.

In addition to regular meetings, the Supervisory Board held extra meetings on topics requiring the Supervisory Board’s attention at which the Management Board was also present. While the number of extra meetings is not disclosed, the Supervisory Board confirms to have spent a significant amount of time on extra meetings in 2021.

Strategy was addressed during extensive joint sessions between the Management Board, Supervisory Board and Executive Committee in June 2021.

The overall attendance rate was above 97%. In all meetings, attendance was sufficient to constitute a valid quorum.

From 1 July 2021, the Audit and Risk Committee converted into the Audit Committee and Risk Committee was established. In the following overview, so-called Risk Meetings of the (former) Audit and Risk Committee (held between 1 January and 30 June 2021) are considered as Risk Committee meetings.

Meeting attendance of Supervisory Board members

Meeting attendance	Supervisory Board (incl. closed sessions)	Audit Committee	Remuneration, Selection and Appointment Committee	Risk Committee	Total
Hélène Vletter-van Dort	17 out of 17	4 out of 5	8 out of 8	2 out of 2	31 out of 32
Toine van Laack	17 out of 17	5 out of 5	n/a	4 out of 4	26 out of 26
Anthony Ruys	16 out of 17	n/a	8 out of 8	n/a	24 out of 25
Charlotte Lambkin	17 out of 17	n/a	8 out of 8	n/a	25 out of 25
Paul Willing	15 out of 17	4 out of 5	n/a	2 out of 2	21 out of 24
Stewart Bennett	17 out of 17	5 out of 5	n/a	4 out of 4	26 out of 26

Recurring topics at the Supervisory Board meetings included:

• CEO report
• CFO report
• Management’s continued response to COVID-19
• Global Risk and Compliance update
• Strategy
• Progression of Centre of Excellence migration
• Mergers & Acquisitions
• HR-related matters
• Committee reports and recommendations

Additional topics discussed in more depth during 2021 included:

• Regulatory inspections, CIMA fine and remediation projects
• KPIs relating to Management Board and Executive Committee remuneration
• Succession planning for the Management Board and Executive Committee
• ESG-related topics
• Governance framework
• 2020 full year and 2021 quarterly results, related reports and press releases
• External audit opinion and audit report 2020
• Internal audit plan 2021
• Internal audit reports and recommendations
• Nomination for the appointment of a new external auditor for 2021
• Approval of the external audit plan 2021
• Interim financial statements and the review report from the external auditor
• Forecasts and guidance
• Budget 2022
• Financial plan 2022-2024
• Capital allocation
• Sales and business development strategy
• Global operations
• Legal and tax updates
• Industry developments
• Annual Report 2021 preparations
• Cultural assessment
• Share buy-back programme, including its suspension
• Agreement with CSC on recommended all-cash offer for all issued and outstanding shares of Intertrust and the process leading thereto

Early in 2021, the Supervisory Board approved revisions to Intertrust Group’s dividend policy in order to align it with the updated capital allocation framework to be used from 2021 onwards. The revised policy recognises the Company’s continued strong cash generation and the importance of dividends for shareholders, while providing greater flexibility in capital allocation to drive underlying growth across the business.

The Supervisory Board also prepared Shankar Iyer to become the new CEO, leading to his formal appointment as a member of the Management Board in an extraordinary general meeting (EGM) held on 8 March 2021. The Supervisory Board is encouraged by the strong working relationship Shankar Iyer and our CFO Rogier van Wijk have developed.

After this EGM, the Supervisory Board prepared for the Annual General Meeting (the AGM) held on 12 May 2021, which, among other matters, dealt with:

• the appointment of Ernst & Young Accountants LLP as external auditor of Intertrust Group for 2021,
• the reappointment of Mr Van Laack, Ms Lambkin and Mr Willing as members of the Supervisory Board for a term of four years, and
• a question from a large shareholder.

Shortly thereafter, Intertrust Corporate Services (Cayman) Limited, a subsidiary, received an administrative fine from the Cayman Islands Monetary Authority (CIMA). The Supervisory Board recognised the seriousness of this matter and approved the acceleration of investment in strengthening Intertrust Group’s compliance framework across all jurisdictions.

In June and July 2021, the Supervisory Board was closely involved in the mid-year results. The Supervisory Board also resolved to convert the Audit and Risk Committee into an Audit Committee and to establish a Risk Committee, all with effect from 1 July 2021. Each committee has its own schedule of regular meetings and its own charter.

During 2021, onsite visits by the Supervisory Board to Intertrust offices in various jurisdictions and its usual in-depth sessions in these locations regarding local markets, regulation, and operational risks could not take place due to COVID-19. The Supervisory Board is determined to resume its onsite visits once travel restrictions are lifted.

The Chair and other members of the Supervisory Board maintained regular contact with Intertrust Group’s CEO, its CFO, and other members of the Executive Committee during the year.

The members of the Supervisory Board complied with the requirements of their Permanent Education programme in order to remain up to date with any developments relevant to the performance of their supervisory tasks during 2021.

After a process of exploring a number of options to maximise shareholder value, the Supervisory Board approved the Management Board’s resolution to start a share buy-back programme for a total aggregate consideration of EUR 100 million. The share buy-back programme was announced on 27 September 2021 and was implemented within the scope of the powers granted to the two Boards by shareholders in the AGM held on 12 May 2021.

The Supervisory Board ensured that the programme was conducted in accordance with the Market Abuse Regulation (EU) 596/2014, the Commission Delegated Regulation (EU) 2016/1052, and within the safe harbour parameters for repurchase programmes. As previously announced, Intertrust would seek further shareholder approval if, and to the extent, required. As stated in the paragraph Transaction process, the programme was suspended until further notice.

In Q3 2021, the Company took independent advice and conducted a confidential process to ascertain potential interest in an acquisition of the Company. On 12 November 2021, Intertrust Group announced it had entered into exclusive discussions with funds advised by CVC Capital Partners, in relation to a potential voluntary public offer for all issued and outstanding shares of Intertrust Group. On 15 November 2021, CSC approached Intertrust expressing its interest to acquire all issued and outstanding shares of Intertrust.

On 21 November 2021, Intertrust received from a potential alternative bidder a conditional and non-binding proposal in relation to an indicative cash offer for all issued and outstanding shares at an offer price of EUR 22 per share (cum dividend). This potential alternative bidder reconfirmed its conditional and non-binding proposal on 28 November 2021 but subsequently indicated it had outstanding diligence and had not secured financing. On 3 December 2021, the potential alternative bidder did not reconfirm its interest in writing even though specifically requested to do so by the Intertrust Group Boards. On this basis, the Intertrust Boards decided to proceed with the offer from CSC.

The Intertrust Boards have engaged in discussions with all parties that have expressed their interest, ensuring a fair and thorough process to reach the best outcome for Intertrust and all of its stakeholders, including shareholders, employees and clients. A special committee was established, consisting of Supervisory Board members Hélène Vletter-van Dort, Toine van Laack and Stewart Bennett. This Special Committee has focused in particular on safeguarding the interests of Intertrust's stakeholders and ensured a fair and thorough process. The Special Committee and the Intertrust Boards have discussed the developments of the proposed transaction and related key decisions throughout the process.

Consistent with their fiduciary duties, the Intertrust Boards, with the assistance of their financial and legal advisors, have carefully reviewed and evaluated all aspects of the proposals, including, amongst others, the strategic merits, deal certainty, financial, non-financial, operational and social aspects. As a result of the discussions, review and evaluation, on 5 December 2021 the Intertrust Boards approved Intertrust entering into a conditional Agreement with CSC on a recommended public offer for all issued and outstanding ordinary shares of Intertrust for EUR 20.00 (cum dividend) in cash per share against the terms and conditions as published on 6 December 2021.

In 2022, Intertrust and CSC will work closely together to complete the transaction.

Activities of the Supervisory Board committees

During the year, the Supervisory Board was supported by the following committees: the Audit and Risk Committee (converted into Audit Committee on 1 July 2021), the Remuneration, Selection and Appointment Committee, the Risk Committee (established with effect of 1 July 2021) and the Special Committee.

The Supervisory Board's decision to convert the Audit and Risk Committee into Audit Committee and to establish the Risk Committee was in response to an increased focus on a number of matters within the scope of the (former) Audit and Risk Committee.

The committees are responsible for dealing with items delegated to them by the Supervisory Board as a whole. The Chair of each committee then provides verbal reports of the discussions of each committee and their recommendations to the Supervisory Board.

No revisions were made this year to the charter of the Remuneration, Selection and Appointment Committee. Due to the conversion of the Audit and Risk Committee into the Audit Committee and the establishment of the Risk Committee, their charters were respectively revised or adopted in 2021. The charter of each committee is published on the Company’s website.

The Audit Committee consists of three members. As of 31 December 2021, these members were Toine van Laack (Chair), Stewart Bennett and Paul Willing.

The Audit Committee assists the Supervisory Board in overseeing matters including: the integrity and quality of the Company’s financial statements, the financial reporting process, the internal and external audit process, the Company’s process for monitoring compliance with applicable laws, regulations and regulatory requirements, the Corporate Governance Code, and the Company’s Code of Conduct.

The Audit Committee held four regular meetings. One extra meeting was held in November 2021. Attendance rate was over 93%. These meetings were also attended by the Supervisory Board Chair, the CEO, the CFO, the External Auditor, the Group Head Internal Audit and, from May 2021 onwards, the CRO.

Finally, the Chair of the Audit Committee had several individual meetings with the CFO and the Group Head of Internal Audit.

The Audit Committee meetings covered, among other matters, the following items and topics:

• Annual accounts and Annual Report 2020
• External audit opinion and audit report 2020
• Internal audit plan 2021 and Internal Audit reports
• Advice to the Supervisory Board regarding nomination for the appointment of an external auditor for 2021
• Audit plan by the external auditor and the related audit fees for 2021
• Quarterly results, interim financial statements and the review report from the external auditor
• Impairment test triggers
• Forecasts and guidance
• Capital allocation
• Financial plan 2022-2024.

The Remuneration, Selection and Appointment Committee consists of three members. As of 31 December 2020, these members were Charlotte Lambkin (Chair), Anthony Ruys and Hélène Vletter-van Dort. The Remuneration, Selection and Appointment Committee advises the Supervisory Board on the remuneration of the individual members of the Management Board and monitors the Remuneration Policy, among other matters.

Its responsibilities include setting compensations standards, preparing proposals concerning the individual remuneration of the members of the Management Board, and monitoring incentive and equity-based compensation plans. Furthermore, the Remuneration, Selection and Appointment Committee is responsible for the selection and appointment of members of the Management Board and the Supervisory Board. Finally, the Remuneration, Selection and Appointment Committee monitors the ability of the Management Board and the Executive Committee to fulfil their responsibilities.

The Remuneration, Selection and Appointment Committee held five regular meetings and three additional meetings during 2021. The CEO and the CHRO were present at all these meetings and the CFO at most meetings. The Committee also held closed sessions. The meetings had a 100% attendance rate.

The Remuneration, Selection and Appointment Committee meetings covered, among other matters, the following items and topics:

• Short-term and long-term incentives for members of the Management Board and the Executive Committee
• STI scorecard for the Management Board
• Evaluation of the performance of Management Board and Executive Committee members
• Management Board and Executive Committee succession and development plans
• Supervisory Board succession plans
• KPIs and target setting in 2021 for the Management Board and Executive Committee members
• Pay ratio
• Management Board members’ remuneration, including the view of Management Board members thereon
• Diversity within Intertrust and its management
• Employee engagement surveys
• Remuneration for the Risk Committee
• Pension arrangements for the Executive Committee members
• Attrition and retention of employees
• Equity-based compensation plans, effectiveness and functioning, also considering the agreement with CSC on the recommended all-cash offer for all issued and outstanding shares of Intertrust Group.

The Remuneration, Selection and Appointment Committee ensures that remuneration of the members of the Management Board is consistent with the Remuneration Policy adopted by Intertrust Group’s shareholders on 28 November 2019. Please refer to the Remuneration report (see page XX) and our website www.intertrustgroup.com for more information on the Remuneration Policy.

The Risk Committee was established with effect from 1 July 2021 and consists of three members. As of 31 December 2021, these members were Toine van Laack (Chair), Hélène Vletter-van Dort and Stewart Bennett.

The Risk Committee assists the Supervisory Board in overseeing the effectiveness of the Company’s internal risk management and control systems and the process by which the Company identifies, assesses, manages and monitors risk exposures, and incorporates significant enterprise risks into its business plans.

The Risk Committee has held two regular meetings since its establishment. Prior to establishing the Risk Committee, the (former) Audit and Risk Committee held two regular risk meetings, taking the total regular Risk Committee related meetings during 2021 to four. The attendance rate at all meetings was 100%. These meetings were also attended by the CEO, the CFO, the External Auditor, the CRO (from May 2021 onwards) and the Group Head of Internal Audit.

The Risk Committee of the Supervisory Board oversees the Company’s management of major risks within its approved risk appetite. The Risk Committee is supported by the Global Risk Management function (GRM, being the second line of defence of Intertrust) and the internal audit department (the third line of defence).

The Risk Committee meetings covered, among other matters, the following items and topics:

• Compliance and Risk Management update
• Regulatory inspections, CIMA fine and remediation projects
• Regulatory developments in local offices
• In-control statement
• Risk and Compliance Self-Assessment
• Legal and tax update

Finally, the Chair of the Risk Committee had individual meetings with the CRO.

In each of its regular meetings, the Risk Committee not only discusses litigation concerning Intertrust (with a threshold of EUR 250,000) but also receives an update on acts of fraud and on the whistle-blower policy. The Risk Committee is happy to confirm that no acts of fraud were reported in 2021.

As stated in the paragraph Supervisory Board meetings and activities in 2021 the Supervisory Board established a Special Committee early November 2021, focussing in particular on safeguarding the interests of Intertrust's stakeholders and ensured a fair and thorough process, finally resulting in the agreement with CSC on a recommended all-cash offer of EUR 20 per share.

Financial Statements 2021

The financial statements for 2021 of Intertrust N.V. have been audited and provided with an unqualified opinion by Ernst & Young Accountants LLP (see the auditor's report) and were extensively discussed with the auditors in February 2022. The Supervisory Board is of the opinion that the Financial Statements 2021 meet all requirements for correctness and transparency.

17 February 2022

The Supervisory Board,

Remuneration report

This remuneration report provides an overview of the remuneration policy and its application in 2021. This report has been approved by the Supervisory Board.

Letter from the Chair of the Remuneration, Selection and Appointment Committee

On behalf of the Supervisory Board, I am pleased to present our 2021 Remuneration Report. This is the second time we have accompanied our Remuneration Report with a letter from the Committee Chair. Following positive feedback on the inclusion of this letter last year, we hope it once again provides useful context to our Remuneration Report.

The 2021 Remuneration Report is our third report under the EU Shareholder Rights Directive (SRD II), which is transposed in Dutch national law. In keeping with the spirit of this legislation, we have prepared this Remuneration Report with high levels of transparency and disclosure.

The 2021 Remuneration Report will be subject to an advisory vote at our AGM on 12 May 2022.

2021 was another challenging year for our clients, our colleagues and the society in which we operate. Our people continued the difficult balance of maintaining exceptionally high levels of client service with, in many cases, caring for family members and themselves during fluctuating lockdowns. To support our colleagues, we launched a comprehensive, global Health & Wellness strategy in 2021, which included the provision of an Employee Assistance Programme through ICAS to all our employees (and their families) and the set-up of approximately 30 volunteer colleague Health & Wellness Champions in offices across our network. This was supplemented by a global intranet hub with Health & Wellness courses, advice and other resources, and by an extensive range of local activities in many of our jurisdictions around the world.

In the 2020 Remuneration Chair letter, I reported that our employee engagement levels increased to 29 eNPS as measured by Your Voice (Peakon). Against the continuing challenges of COVID-19 in 2021, we, like many companies, experienced in response to the ‘Great Resignation’ an initial decline in our engagement levels to 21 eNPS (July 2021). However, I am pleased to report that following an extensive programme of work over 2021 – including the implementation of a competency framework to support career development and the launch of a new global Leadership Programme ‘Drive’ and a new Talent programme ‘Momentum’, as well as many more local initiatives to enhance the employee experience – our score steadily increased to 23 eNPS as measured in November 2021.

During the year, we also made progress in enhancing transparency internally, with regard to compensation and benefits. We developed pay ranges across our global markets, going a step further in some cases by publishing these ranges in order to support career development and transparency. One example of this was the Netherlands, where our pay ranges initiative received the full support of our Dutch (Joint) Works Council in Q4 2021. Progress was also made on many of our strategic projects as outlined in further detail in the Management Board Short-Term Incentive (STI) Scorecard.

As set out in the Financial Performance chapter (page X), 2021 was a challenging year in which Intertrust Group faced several headwinds. Our performance against our core financial metrics of revenue growth and margin were subsequently impacted. While we remain a highly cash-generative business, our performance with regard to working capital was not at the level we anticipated when setting Management Board targets for 2021. This is clearly reflected in the STI Scorecard, which, as in 2020, demonstrates our commitment to pay for performance.

Despite the conditions created by another year of the pandemic, we maintained our focus on client delivery, our transformation agenda and ensuring the business is well placed both to maximise opportunities for growth and to generate value for all our stakeholders. We made positive progress against our core strategic areas: Strengthening Corporate Services through our GRM-lite programme; Accelerating Funds; and Leveraging Our Technology and Global Reach.

Where we have only partially achieved our 2021 objectives, this has been reflected in the STI Scorecard.

At our 2021 AGM, the 2020 Remuneration Report received a positive FOR vote of 92.6%. This compares with a positive FOR vote of 93.4% for the 2019 Remuneration Report at our 2020 AGM. Given these overwhelming majority of positive advisory votes on previous remuneration reports, Intertrust continues the level of transparency in the remuneration report for the year under review. Thank you for this support. Further details on the Remuneration Policy can be found under paragraph Remuneration principles of the Remuneration Report 2021.

In addition to a base salary (which is typically benchmarked against the AMX market median) and a pension cash allowance (of 25% base salary), our compensation structure consists of two key components:

At target achievement for the Management Board will result in 60% of base salary in cash bonus. Maximum achievement will result in 100% of base salary in cash bonus. Payout is determined by achievement against KPIs over a performance year as agreed in the STI Scorecard between the Supervisory Board and Management Board annually. In this year’s Remuneration Report you can find the details of the 2021 STI Scorecard on page 73.

In line with our Remuneration Policy, Management Board members are, on an annual basis, awarded conditional rights to Intertrust shares under the Performance Share Plan (PSP): 100% of base salary for the CEO and 75% of base salary for the CFO for On target award levels. Significant outperformance over the three-year period can potentially deliver up to twice the on-target award.

The PSP uses two key metrics to determine ultimate vesting levels: Absolute TSR at 70% weighting and Underlying Revenue Growth at 30% weighting. The performance period is set at three years for each award cycle; Management Board members are also subject to a further two-year holding period post-vesting, in line with the Dutch Corporate Governance Code.

We believe Absolute TSR is a forward-looking measure of long-term value that reflects the market’s view of Intertrust Group. As such, this is aligned with our commitment of delivering sustainable value to shareholders, optimising shareholder return over time and growing value creation and investor focus on our share price performance. The Absolute TSR targets for the current schemes are listed on page 75.

Underlying Revenue Growth is a shared Group measure used throughout the organisation, helping to create alignment and build a cohesive focus. Revenue targets in the Management Board PSP awards are considered commercially sensitive and will be disclosed at the time of vesting. Underlying Revenue Growth is complemented by a strong focus on margin in the STI determination, to ensure that growth is not achieved at the expense of profit growth.

No Management Board PSP scheme vested in 2021. The next vesting date for a Management Board PSP is November 2022.

We completed another review of gender pay gaps during Q4 2021. Our analysis identified 4% of women in our overall employee population whose salaries require deeper analysis and possible adjustment in our next compensation review process at the start of 2022. We remain committed to ensuring that all colleagues, regardless of gender, are paid equally for performing equivalent roles across our business. Where we identify that this is not the case, we will take appropriate measures.

Remuneration levels for the Supervisory Board are presented in the table at the end of the Remuneration Report.

Our budgets for company-wide salary adjustments are approximately 3% on average. We will utilise our salary range programme to ensure we remain competitive and able to retain and hire the best industry talent across the markets in which we operate.

We remain committed to providing market-aligned and performance-balanced compensation to our employees, aligned not only with our business and talent strategy but also with shareholder, stakeholder and societal expectations.

With best wishes,

Remuneration principles

On 28 November 2019, a new Remuneration Policy was adopted at the EGM, implementing required SRD II changes. Any subsequent amendments to the Remuneration Policy are subject to adoption by shareholders at a General Meeting.

This remuneration report is issued by the Supervisory Board based on the Remuneration, Selection and Appointment Committee’s recommendations. The report presents an overview of the Remuneration Policy, the remuneration structure, the application of the Remuneration Policy and the components of the remuneration of the Management Board. In addition, the Remuneration, Selection and Appointment Committee reviews the remuneration of direct reports to the Management Board, including applicable short-term and long-term incentive arrangements.

The Management Board is responsible for executing the Company’s strategic plan. The Remuneration, Selection and Appointment Committee ensures that the performance metrics used in the Company’s variable remuneration incentive plans hold the members of the Management Board accountable for the successful delivery of this plan. Therefore, it is the Remuneration, Selection and Appointment Committee’s view that a variable compensation component should be directly linked to the Company’s strategic objectives and key performance indicators, i.e. a combination of financial and non-financial performance measures and individual performance objectives.

The Remuneration Policy as adopted in 2019 at the EGM was designed to take into account written and verbal feedback from shareholders, proxy advisors and other stakeholders. Increased transparency has been introduced in various elements of our Remuneration Policy and the policy was developed in line with the requirements of the amended Shareholder Rights Directive. The Remuneration Policy is available on the corporate website in the Corporate Governance section.

The Remuneration Policy is based on the following remuneration principles:

1. The Remuneration Policy should enable the Company to attract, motivate and retain qualified individuals to serve on the Management Board and therefore help develop and maintain a dynamic and engaged talent pool;
2. The Remuneration Policy should provide for a balanced remuneration package that is focused on achieving sustainable financial results, aligned with the long-term strategy of the Company and shall foster alignment of interests of management with shareholders and other stakeholders including clients, employees and wider society. A balanced remuneration package reflects our corporate strategy to deliver sustainable value;
3. Remuneration structure and performance metrics should be generally consistent for the Management Board and senior managers to build a cohesive culture, facilitate international rotation of management, encourage teamwork and establish a common approach to drive Company success. This mirrors our approach to our clients to operate efficiently and responsibly and overall underpins our purpose to enable global businesses to grow sustainably;
4. Performance-related remuneration should be weighted towards the long term reflecting our focus to deliver high-quality expert services based on long-term relationships, the aim for our global businesses to grow sustainably and the need to encourage and reward behaviours that are aligned to our values (being Responsive, Excellent, Innovative and Connected). These values are taken into account when determining the performance metrics;
5. The Remuneration Policy should be simple, clear and transparent;
6. The Remuneration Policy should take into account any feedback received from investors and other stakeholders and, in doing so, Intertrust Group is taking into account the social support of the stakeholders.

The Supervisory Board upon the recommendation of the Remuneration, Selection and Appointment Committee ensures that the remuneration of the members of the Management Board is consistent with this Remuneration Policy but has the discretion to deviate where necessary to ensure the principles outlined above are met. No Supervisory Board discretion was applied during 2021.

The remuneration structure for members of the Management Board is designed to balance short-term operational performance with the long-term objectives of the Company and value creation for its stakeholders. The remuneration package consists of:

• Annual base salary
• Short-term incentive (STI)
• Long-term incentive (LTI)
• Other benefits

The base salary represents a fixed cash compensation that is set based on the level of responsibility and performance of each executive. The base salary of the members of the Management Board is annually benchmarked to peers in the AMX index comparable with Intertrust Group in terms of level of business complexity and scope, and other benchmarks as considered appropriate by the Remuneration, Selection and Appointment Committee.

The variable remuneration drives sustained long- and short-term performance and supports alignment with stakeholders and shareholders, it comprises the following instruments:

• STI in cash.
• LTI awards of conditional shares (Performance Share Plan, 'PSP') subject to achieving predetermined performance targets over a three-year performance period and continued employment.

Based on the Remuneration Policy adopted in 2019, the Management Board STI is now determined by an annual scorecard that consists of both financial (60% weighting) and non-financial (40% weighting) KPIs. The Supervisory Board will ensure that the performance metrics are aligned with the Company's strategy in delivering sustainable value and will appropriately reflect stretched but realistic targets and objectives for the Management Board.

The Supervisory Board analyses possible outcomes of the variable income components and the effect on Management Board remuneration. This analysis is conducted annually.

The STI is an annual cash bonus. The objective of the STI is to ensure that the members of the Management Board are focused on realising pre-established short-term objectives that are aligned to the Company’s strategy. The bonus opportunity, the performance metrics, their relative weighting and the targets are set annually by the Remuneration, Selection and Appointment Committee, in accordance with the Remuneration Policy, and are contained within the STI scorecard.

	STI award as % of base salary
Management Board	Threshold	On target	Maximum
CEO	30%	60%	100%
CFO	30%	60%	100%

The performance percentage to determine the payout level is allocated between the targets for the financial and non-financial KPIs at Threshold, On target and Maximum levels, and are based on the principles set out in the Remuneration Policy. The performance period starts on 1 January and ends on 31 December.

Performance measures 2021	Relative weight of perfomance measure	Link to strategic objective	Minimum/Maximum threshold of performance measure	Target	Actual Performance	Actual scorecard payout	Achieved payout %
Financial KPIs	60%						0%
Adjusted EBITA Margin	25%	Effectiveness of driving sustainable bussiness	33.5%/>35%	34.5%	29.7%	Zero payout	0%
Underlying Revenue Growth	25%	Effectiveness of driving sustainable growth	2%/>4%	3%	1.5%	Zero payout	0%
Average operating working capital over 4 quarters	10%	Deliver profitable growth and generate sustainable cash flow	EUR 20m/EUR 13m	EUR 17m	EUR 30m	Zero payout	0%
Non-financial KPIs	40%						0%
Strategic objectives
Deliver key strategic projects	20%	Support our transformation to a globally renowned, market-leading, tech-enabled service provider.	3/6	4	4 strategic projects delivered at target: Emerging CTS Growth, Grow Funds, Unlock Potential and ESG	On Target payout	60%
People objectives
Employee engagement - eNPS All Employees	10%	Enhance sustainable employability, engagement and wellbeing of employees	24 eNPS/30 eNPS	28 eNPS	23 eNPS	Zero payout	0%
Employee engagement - eNPS Senior Leadership Group (SLG)	10%	Enhance sustainable employability, engagement and wellbeing of SLG	48 eNPS/56 eNPS	53 eNPS	31 eNPS	Zero payout	0%
Total							12%

Strategic goals	Achievements	RemCo Assessment
Protect the CTS Core	Partial protection of core Corporate & Trust Services revenue in the Netherlands through: • Launch of new Executive Compensation Services (formerly Performance & Reward Management) & Global Entity Solutions • Increased Annual Contract Value through targeted cross- selling by commercial relationship management team	Partially Achieved
Emerging CFS Growth Markets	Growth initiative delivered in Americas with: • Intertrust Law • Ironstone fiduciary services • Launch CFO services Growth initiatives delivered in Ireland with Private Capital	Achieved
Grow Funds	Growth delivered through: • Private Capital revenue growth with closure 38 Funds 360 mandates from existing clients • Completed 2 significant lift-outs and amongst other ‘strategic’ funds deals • Completed multiple Prime SPV engagements	Achieved
Unlock Potential	• Platinum Client Programme launched and 12 clients onboarded • New won opportunities from Platinum clients expected generated incremental revenue • Material step up in General Relationship Management activity generated revenue above target	Achieved
Compliance & Risk	• Mandatory Training course completion rate was 96.3% globally; part of a programme of Risk & Compliance activities which is ongoing • Resolver (digitized risk management) was delayed and in UAT • Remediation programme underway	Partially Achieved
ESG	• KIVA partnership delivered EUR18k in colleague contributions • First Intertrust Group environmental audit completed • Harassment & Discrimination Prevention and Mental Health & Wellbeing training-delivered globally • 8 colleagues appointed to D&I Council	Achieved

The cash bonus for 2021 was based on performance against both financial and non-financial targets as set out in the 2021 STI scorecard. The STI awards were approved by the Supervisory Board on 11 February 2021 and equalled 12% of base salary (out of a potential 100% base salary award). Given the Company’s performance and the objective of the STI as set out at the beginning of this paragraph, resulting STI was considered fair. No further scenario analysis has been performed. The resulting STI award for 2021 amounted to EUR 72,000 for the period for CEO Shankar Iyer, EUR 42,000 for CFO Rogier van Wijk.

The LTI intends to drive sustained long-term performance, support retention, and support and ecourage greater alignment with shareholders’ interests. The LTI awards to members of the Management Board are made by the Supervisory Board in accordance with the Remuneration Policy. Following the adoption of the Remuneration Policy in 2019, members of the Management Board now receive a fixed LTI award at the beginning of each year; the award for the CEO being 100% of salary and 75% of salary for the CFO.

Management Board	LTI award as of % of base salary
CEO	100%
CFO	75%

An LTI award consists of an award of conditional performance shares that become unconditional at the end of a three-year performance period. It is subject to achieving predetermined targets based on Absolute Total Shareholder Return (Absolute TSR) with 70% weighting, underlying Revenue Growth with 30% weighting and to continued employment.

The Absolute TSR target and the underlying Revenue Growth target will be set annually by the Supervisory Board, for a three-year period. The performance period for underlying revenue growth starts on 1 January and ends three years later on 31 December. The performance period for the Absolute TSR target is based on a 60 day averaging period to the end of the financial year as the start and end of the three-year performance period. Given that the underlying Revenue Growth targets are considered competitively sensitive, the targets and the achieved performance will be published in the annual report after the three-year vesting period.

The number of conditional performance shares that vest after three years may vary between 0% and 200% of the number of conditionally awarded shares. The shares will vest for 100% upon attainment of a compounded annual growth rate for Absolute TSR between 7% and 11% over the three-year performance period. The Supervisory Board adjusted the Threshold target and broadened the At target range for the 2021-2024 cycle, based upon probability analysis of vesting. The Maximum target was unchanged from the 2019-2022 cycle. For the LTI cycle 2021-2024 the following targets apply:

Absolute TSR (compounded annual growth)	Vesting
Below threshold < 2%	0%
Threshold 2%	50%
At target 7%-11%	100%
Maximum >= 16%	200%

The vesting percentage is allocated linearly between the Threshold, At target and Maximum levels, based on the principles set out in the Remuneration Policy.

Shares vested at the end of the three-year performance period by members of the Management Board are required to be held for a further period of two years in accordance with the best-practice provisions of the Dutch Corporate Governance Code, except for the LTIP shares that can be sold to cover income taxes due.

CEO, Shankar Iyer was awarded 42,492 shares (PSP3) for the year 2021, based upon an award price of EUR 14.12. CFO, Rogier van Wijk, was awarded 18,590 shares (PSP3) for the year 2021 on the same award price basis. The CEO was also awarded 21,246 shares with the Share Deferral Plan for his performance for the period before becoming a member of the Management Board. The estimate regarding performance criteria at year end 2021 is set at a level of 50% for PSP 1, 100% for PSP 2 and 100% for PSP 3 to estimate the vested number of the awards at the moment of vesting. Other awards owned by Rogier van Wijk do not have performance criteria, nor does the Rollover Share Plan and Share Deferral Plan owned by Shankar Iyer.

On 6 December 2021 CSC and Intertrust have reached conditional agreement on a recommended all-cash public offer for all issued and outstanding shares in the capital of Intertrust at an offer price of EUR 20.00 (cum dividend) per Share, with anticipated settlement within 12 months (see also page 80 ‘Potential impact from public offer on Share based payment’). This announcement is reason to suspend scenario analysis on potential outcomes of performance related LTI plans for the Management Board.

The CEO, Shankar Iyer and the CFO, Rogier van Wijk, received a pension compensation of 25% of their respective base salary.

Members of the Management Board were eligible for a range of other benefits, such as healthcare insurance, lease car and housing allowance. As per 31 December 2021, the members of the Management Board have no loans outstanding with Intertrust Group and no guarantees or advanced payments are granted to members of the Management Board. No member of the Management Board is entitled under his or her contract to be paid a severance payment upon termination of their appointment that exceeds one time their gross annual base pay in the preceding financial year.

2021 and comparative 2020 tables relating to the Management Board’s LTIP, SDP and PSP commitments and movements and their overall Management Board remuneration can be found in the 'Remuneration of key management personnel' paragraph.

The table below shows the five-year performance history of the Group. Figures represent full financial year performance.

	2021	2020	2019	2018	2017
Revenue (EUR'000)	571,295	564,469	543,340	496,056	485,216
Adjusted EBITA (EUR'000)	169,812	185,120	196,914	185,865	185,132
Basic EPS (EUR)	0.72	0.23	1.01	1.00	0.97
Diluted EPS (EUR)	0.71	0.23	1.00	0.99	0.94
Average staff cost (EUR'000)	71.7	69.7	78.6	86.3	85.8

The average total staff expenses, including the variable and deferred remuneration, for all Intertrust employees (excluding the Executive Committee and Management Board) amounted to EUR 71,704 in 2021 (2020: EUR 69,722).

This amount compared with the actual compensation earned by Shankar Iyer (including base salary, cash allowances, short term incentive paid over 2021 and expenses related to long term incentives in 2021) amounts to EUR 2,046,337 resulting in a remuneration ratio of 1:29, compared to a ratio of 1:37 in 2020.

The actual compensation of Shankar Iyer includes the accounting impact of the Viteos Roll over share plan, directly related to the Viteos acquisition completed in June 2019. Excluding this impact, the remuneration would have been EUR 1,324,807, which would result in a remuneration ratio of 1:18 (2020: 1:14).

Remuneration of the Supervisory Board

The remuneration of the members of the Supervisory Board consists of fixed annual fees for their role as Supervisory Board members. In addition, the Supervisory Board Chair and the Chairs of the Audit Committee and the Remuneration, Selection and Appointment Committee, respectively, receive a fixed annual fee for their roles. Remuneration for the Risk Committee from 1 July 2021 onwards still requires shareholder approval. The proposal thereto will be incorporated in the convocation of the 2022 AGM.

The annual fees of the Supervisory Board were unchanged since the AGM held on 16 May 2019 except an increase in the expense allowances from EUR 5,000 to EUR 10,000. The various board compositions in 2021 are further explained in the 'Report from the Supervisory Board' from page XX of this Annual Report.

Function in Supervisory Board	Fixed annual fee1
Chairperson	75
Member	50

1. Excluding a fixed annual expense allowance of EUR 10k.

Function in committees of Supervisory Board	Fixed annual fee1
Audit and Risk Committee
Chairperson	15
Member	7.5
Remuneration, Selection and Appointment Committee
Chairperson	10
Member	5

1. With effect on 1 July 2021 the Risk Committee was established. Remuneration to the Chair and Members of this Risk Committee requires shareholder approval, which will be requested for at our 2022 AGM. The Risk Committee annual remuneration for the chair and member of EUR 15 thousand and EUR 7.5 thousand respectively is not paid nor included.

The Company does not award variable remuneration, shares or options to members of the Supervisory Board.
As per 31 December 2021, the members of the Supervisory Board have no loans outstanding with Intertrust and no guarantees or advanced payments are granted to members of the Supervisory Board.

Company-related travel and lodging expenses, in relation to meetings, are paid by Intertrust Group.

An overview of the fees of Supervisory Board members can be found in the table at the end of this remuneration report.

Remuneration of key management personnel

The Group has defined key management personnel as the members of the 2021 Supervisory Board, Management Board and Executive Committee of the Group, responsible for the strategic and operational activities.

Key management personnel compensation excluding the members of the Supervisory Board comprises:

(EUR 000)	2021	2020
Short-term employee benefits1	4,432	6,797
Post-employment benefits	136	287
Share-based payment2	2,250	4,261
Other benefits3	1,112	1,567
Total	7,930	12,912

1. Short-term benefits include insurance, car, pension and other allowances.
2. This includes the expenses recognised by the Group related to the LTI awards made to key management personnel.
3. Other benefits may include termination benefits

Management Board

The CEO and CFO roles in the Management Board received following annualised remuneration over the last 5 years:

(EUR 000)	2021	2020	2019	2018	2017
CEO	2,046	2,600	1,774	1,318	1,070
CFO	685	727	855	711	646

For details per individual members of the Management Board, the Group recognised the following remuneration expenses:

(EUR 000)	2021 remuneration
	Base salary	Other benefits1	Short-term incentive2	Deferred remuneration	Total3	Extraordinary expense from total	Annualised total4
Shankar Iyer	600	294	72	1,080	2,046	-	2,046
Rogier van Wijk	350	31	42	262	685	-	685
Total	950	325	114	1,342	2,731	-	2,731

1. Other benefits include life course compensation, car allowance, relocation or other allowances such as termination benefits when applicable.
2. Short-term remuneration represents accrued bonuses to be paid in the following financial year.
3. In 2021, the fixed proportion of total remuneration was 51% for Shankar Iyer and 68% for Rogier van Wijk.
4. As the costs contain expenses on an accrual basis and in line with Group Accounting Policies, the comparison for share-based payments is presented in detail in the tables hereafter showing the Management Board awards. In the annualised total, only those members of the Management Board are shown if they were in charge as at 31 December 2021 or 31 December 2020 respectively.

(EUR 000)	2020 remuneration
	Base salary	Other benefits1	Short-term incentive2	Deferred remuneration	Total3	Extraordinary expense from total	Annualised total
Stephanie Miller4	750	808	243	1,144	2,946	633	-
Rogier van Wijk	350	31	142	204	727	-	727
Shankar Iyer5	30	4	21	116	171	-	2,600 6
Total	1,130	843	405	1,465	3,844	633	3,327

1. Other benefits include life course compensation, car allowance, relocation or other allowances such as termination benefits when applicable.
2. Short-term remuneration represents accrued bonuses to be paid in the following financial year.
3. The remunerations of the Management Board are presented for the period they were part of the Management Board.
4. At the end of 2020 our Chief Executive Officer (CEO) changed. Stephanie Miller stepped down and Shankar Iyer was nominated as CEO, he became acting CEO from 7 December 2020. Stephanie Miller's remuneration contained accruals for payments until 1 April 2021.
5. Nominated for appointment as CEO and member of the Management Board on 8 March 2021. Remuneration is disclosed from 7 December 2020.
6. Remuneration is disclosed from 7 December 2020. Annualised total shows all remuneration items including Viteos Rollover Share Plan. Excluding Viteos Rollover Share Plan, the total annualised remuneration was EUR 944 thousand.

(EUR 000)	2021 deferred remuneration
	LTI1	Pension costs	Total
Shankar Iyer	930	150	1,080
Rogier van Wijk	174	88	262
Total	1,104	238	1,342

1. Represents the expense recognised during the year in accordance with IFRS2, share-based payment, related to the LTI awards.

(EUR 000)	2020 deferred remuneration
	LTI1	Pension costs	Total
Stephanie Miller	957	188	1,144
Rogier van Wijk	117	88	204
Shankar Iyer	109	8	116
Total	1,182	283	1,465

1. Represents the expense recognised during the year in accordance with IFRS2, share-based payment, related to the LTI awards.

(EUR 000)	2019 remuneration
	Base salary	Other benefits1	Short-term incentive2	Deferred remuneration	Total3	Extraordinary expense from total	Annualised total
Stephanie Miller	600	184	600	390	1,774	-	1,774
Hans Turkesteen4	538	608	310	134	1,590	560	-
Henk Pieter van Asselt5	245	20	-	132	397	-	-
Rogier van Wijk6	32	9	21	13	75	-	855
Total	1,415	821	931	669	3,836	560	2,629

1. Other benefits include life course compensation, car allowance, relocation or other allowances such as termination benefits when applicable.
2. Short-term remuneration represents accrued bonuses to be paid in the following financial year.
3. The remunerations of the Management Board are presented for the period they were part of the Management Board.
4. Resigned and stepped down from the Management Board as of 12 September 2019 but remained employed by Intertrust until 31 March 2020.
5. Resigned in 2018, left the Management Board on 16 May 2019 and remained employed by Intertrust until 31 July 2019.
6. Effective 28 November 2019, Rogier van Wijk became member of the Management Board.

(EUR 000)	2019 deferred remuneration
	LTI1	Pension costs	Total
Stephanie Miller	240	150	390
Hans Turkesteen	-	134	134
Henk Pieter van Asselt	125	7	132
Rogier van Wijk	5	8	13
Total	370	299	669

1. Represents the expense recognised during the year in accordance with IFRS2, share-based payment, related to the LTI awards.

(EUR 000)	2018 remuneration
	Base salary	Other benefits1	Short-term incentive2	Deferred remuneration	Total3	Extraordinary expense from total	Annualised total
Stephanie Miller	496	104	352	225	1,177	-	1,318
Hans Turkesteen	83	4	38	21	146	-	711
Henk Pieter van Asselt	350	373	250	222	1,195	350	-
David de Buck4	37	4	-	28	69	-	-
Total	966	485	640	496	2,587	350	2,028

1. Other benefits include life course compensation, car allowance, relocation or other allowances such as termination benefits when applicable.
2. Short-term remuneration represents accrued bonuses to be paid in the following financial year.
3. The remunerations of the Management Board are presented for the period they were part of the Management Board.
4. Effective 22 January 2018, Stephanie Miller replaced David de Buck as Intertrust’s CEO. David de Buck remained employed by Intertrust until 17 May 2018.

(EUR 000)	2018 deferred remuneration
	EOP1	Other LTI1	Pension costs	Total
Stephanie Miller	-	101	124	225
Hans Turkesteen	-	-	21	21
Henk Pieter van Asselt	94	112	16	222
David de Buck2	29	(5)	4	28
Total	123	208	165	496

1. Represents the expense recognised during the year in accordance with IFRS2, share-based payment, related to the EOP and LTIP awards.
2. EOP accelerated vested on 1 May 2018 with the approval of the Supervisory Board.

(EUR 000)	2017 remuneration
	Base salary	Other benefits1	Short-term incentive2	EOP3	Other LTI3	Pension costs	Total4
David de Buck5	350	50	250	323	82	15	1,070
Ernesto Traulsen6	197	117	-	-	-	15	329
Maarten de Vries7	481	140	-	-	-	-	621
Henk Pieter van Asselt	50	3	37	17	7	1	115
Total	1,078	310	287	340	89	31	2,135

1. Other benefits include life course compensation, car allowance, relocation or other allowances such as termination benefits when applicable, and pension compensation.
2. Short-term remuneration represents accrued bonuses to be paid in the following financial year.
3. Represents the expense recognised during the year in accordance with IFRS2, share-based payment, related to the EOP and LTIP awards.
4. The remunerations of the Management Board are presented for the period they were part of the Management Board.
5. Effective 22 January 2018, Stephanie Miller replaced David de Buck as Intertrust’s CEO. David de Buck remained employed by Intertrust until 17 May 2018.
6. Ernesto Traulsen resigned per 16 January 2017.
7. Maarten de Vries resigned per 31 December 2017.

Description of the share-based payments

The Company has implemented and made awards to members of the Management Board and key management personnel under the following equity-settled share-based payment plans:

1. Long-Term Incentive Plan for employees awarded in 2016, 2017 and 2018 (LTIP 1-4);
2. Long-Term Incentive Plan for Executive Committee (LTIP 5-6);
3. Employee Share Deferral Plan 2019, 2020 and 2021 (SDP 1-2-3) and SDP 2021 Exco;
4. Performance Share Plan 2019, 2020 and 2021 (PSP 1-2-3); and
5. Viteos Rollover Share Plan (VRS).

As referred to in the 2015 Remuneration Policy, the LTIP was implemented during the first half year of 2016. Conditional performance shares were awarded to members of the Management Board and eligible members of senior management on 1 April 2016 (LTIP 1-2), 1 April 2017 (LTIP 3) and 1 April 2018 (LTIP 4).

Performance shares are awarded on an annual basis and vest on the third anniversary of the award date subject to (i) the participant remaining in continuous employment during the vesting period and (ii) the Group meeting the predetermined performance criteria. Participants are not entitled to receive dividends during the vesting period.

For all performance cycles 2016-2019, 2017-2020 and 2018-2021, an adjusted Earnings per Share (adjusted EPS) growth performance target applied. Subject to meeting the service condition, the number of LTIP shares that vest will be between 0% (adjusted EPS growth below the threshold) and 150%. The vesting percentage was allocated linearly between the Threshold level and 100% and also from 100% to the Maximum level. For 2016-2019 (LTIP 1 and LTIP 2) awards a vesting percentage of 104.67% was applied based on the Adjusted EPS growth of 9.28%. Those shares vested on 1 April 2019. For the other remaining LTIP awards, 25% of the awards of the participants were cancelled and on the remaining awards the performance criteria was removed on 12 June 2019. The vesting period was prolonged. A limited number of exceptions were recognised due to good leavers. One-third of the remaining LTIP 3 awards vested on 1 April 2020, and another one-third on 1 April 2021. The remaining LTIP 3 awards will vest 1 April 2022. One third of the LTIP 4 awards vested on 1 April 2021. The remaining LTIP 4 awards will vest 1 April 2022 and 1 April 2023, each for a half of the remaining awards.

For the members of the Executive Committee, awards were given in LTIP 5 (2019) and LTIP 6 (2020). Their awards vest on each anniversary of the award date for 3 years. In each year one-third of the total award will vest on the condition of (i) continuous employment of the participant during the vesting period and (ii) the Group meeting the predetermined financial performance criteria over the first year the award is given. There were 40,238 shares awarded on 1 April 2019, of which 7,738 shares forfeited and, based on the performance of the Company, one-third of 95% of 32,500 remaining number of LTIP 5 awards vested on 1 April 2020. On 1 April 2021 8,761 shares vested and the remaining part will vest on 1 April 2022. For LTIP6 , 72,865 shares were awarded on 1 April 2020. Based on the performance of the Company no LTIP6 awards will vest and all shares were forfeited.
The rate was defined by the Remuneration Committee and approved by the Supervisory Board in February 2021.

As continuance of the Long-Term Incentive Plan, the SDP awards were implemented during the first half year of 2019. Awards were granted to eligible employees on 1 April 2019, 1 April 2020 and 1 April 2021. Share Deferral Plan shares are awarded on an annual basis and vest on each anniversary of the award date for three years. In each year one third of the total award will vest subject to the participant remaining in continued employment during the vesting period. Participants are not entitled to receive dividends during the vesting period. One third of SDP 2019 outstanding awards were vested on 1 April 2020, another one third was vested on 1 April 2021. One third of the SDP 2020 grants were also vested on 1 April 2021.

During 2021 the methodology for LTIP awards to the Executive Committee changed from backward looking grants to forward looking grants. As a result, the Executive Committee received a grant in SDP for the previous performance (2020) and a grant in the Performance Share Plan for 2021. The Share Deferral Plan for Exco also differs to that of other eligible employees; it vests in full after 3 years and not equal thirds over three years.

The Management Board was granted awards under a new plan on 29 November 2019, called the Performance Share Plan (‘PSP’) as described before in this chapter. On the same basis new awards were granted by the Supervisory Board on 1 April 2020 and on 1 April 2021 to the actual members of the Management Board at the time of the granting. The estimate regarding performance criteria at year end 2021 is set at a level of 50% for PSP 1, 100% for PSP 2 and for PSP3 and ExCo PSP 2021 to estimate the number of the awards at the moment of vesting.

The members of the Executive Committee received the same grants under the same plan and transitioned with this action to the same remuneration policy for long term service plan. The same criteria are applicable to them as to the members of the Management Board with the exception of the holding period which only applies to the Management Board.

At the time of the Viteos acquisition in 2019, management of Viteos received shares of the Company which are restricted to hold for three years after the acquisition, each year one-third of that released from restrictions every year. The final vesting will take place in 2022. As the shares require continued employment of the participants, the shares are accounted as share-based payments in line with IFRS2. The majority of this population and other senior management in Viteos were also granted awards in the Company’s Share Deferral Plan in 2020 and in 2021 as part of our normal incentive and retention activities.

In the event that CSC or a Dutch company controlled by it makes a recommended all-cash public offer for all issued and outstanding shares in the capital of Intertrust and declares this offer unconditional, an accelerated vesting is triggered.

All performance incentive shares that are unvested on settlement date, will vest upon settlement at the maximum pay-out, and lead to a cash amount equal to the consideration per tendered share payable to the participants, subject to employment.

All shares, that have no performance criteria, and are unvested on settlement date, will vest upon settlement at 100% pay-out, and lead to a cash amount equal to the consideration per tendered share payable to the participants, subject to employment. The shares of the participants under the VRS will be released from lock-up arrangements at settlement date.

From its cash available resources and debt financing, CSC will be able to fund the acquisition of the shares under the offer as announced in the press release of 6 December 2021.

Movements of awards

The Management Board awards outstanding and movements during the financial year were:

Other LTI	Award date	Outstanding as at 1 Jan 2021	Granted in 2021	Movement in 2021	Outstanding as at 31 Dec 20211	Fair value per share at award date (EUR)	Vesting date2
Shankar Iyer
PSP shares 2021	1 Apr 2021	-	42,492	-	42,492	12.81	1 Apr 2024
SDP shares 20213	1 Apr 2021		21,246		21,246	13.56	1 Apr 2024
Viteos Rollover Share Plan4	19 June 2019	147,262	-	-	147,262	17.41	19 June 2022
Rogier van Wijk
PSP shares 2021	1 Apr 2021	-	18,590	-	18,590	12.81	1 Apr 2024
PSP shares 2020	1 Apr 2020	23,046	-	-	23,046	9.63	1 Apr 2023
PSP shares 2019	29 Nov 2019	4,388	-	-	4,388	11.96	29 Nov 2022
SDP shares 20203	1 Apr 2020	3,512	-	(1,170)	2,342	9.89	1 Apr 2023
SDP shares 20193	1 Apr 2019	1,588	-	(794)	794	15.26	1 Apr 2022
LTIP4 shares3	1 Apr 2018	2,700	-	(900)	1,800	14.86	1 Apr 2021
Stephanie Miller
PSP shares 2020	1 Apr 2020	21,949	-	-	21,949	9.63	1 Apr 2023
PSP shares 2019	29 Nov 2019	26,331	-	-	26,331	11.96	29 Nov 2022
PSP shares 2018	29 Nov 2019	35,108	-	-	35,108	11.96	29 Nov 2022
LTIP4 shares	1 Apr 2018	28,534	-	-	28,534	14.86	1 Apr 2021

1. The estimate regarding performance criteria at year end 2021 is set at a level of 50% for PSP 2019, 100% for PSP 2020 and 100% for PSP 2021.
2. Following the vesting date, the LTI shares granted to members of the Management Board are subject to an additional two-year lock up period, except for the LTI shares that can be sold to cover income taxes due.
3. Awards from 1 April 2019, 1 April 2020, 1 April 2021 SDP shares and 1 April 2018 LTIP 4 shares do not have performance criteria, neither does the Viteos Rollover Share Plan.
4. Viteos Rollover Share Plan is described in Note 8.1. e)

Other LTI	Award date	Outstanding as at 1 Jan 2020	Granted in 2020	Movement in 20201	Outstanding as at 31 Dec 20202	Fair value per share at award date (EUR)	Vesting date3
Shankar Iyer
Viteos Rollover Share Plan4	19 June 2019	-	-	147,262	147,262	17.41	19 June 2022
Rogier van Wijk
PSP shares 2020	1 Apr 2020	-	23,046	-	23,046	9.63	1 Apr 2023
PSP shares 2019	29 Nov 2019	4,388	-	-	4,388	11.96	29 Nov 2022
SDP shares 20205	1 Apr 2020	-	3,512	-	3,512	9.89	1 Apr 2023
SDP shares 20195	1 Apr 2019	2,381	-	(793)	1,588	15.26	1 Apr 2022
LTIP4 shares5	1 Apr 2018	2,700	-	-	2,700	14.86	1 Apr 2021
Stephanie Miller
PSP shares 2020	1 Apr 2020	-	52,677	(30,728)	21,949	9.63	1 Apr 2023
PSP shares 2019	29 Nov 2019	35,108	-	(8,777)	26,331	11.96	29 Nov 2022
PSP shares 2018	29 Nov 2019	35,108	-	-	35,108	11.96	29 Nov 2022
LTIP4 shares	1 Apr 2018	28,534	-	-	28,534	14.86	1 Apr 2021

1. At the end of 2020 our Chief Executive Officer (CEO) changed. Stephanie Miller stepped down and Shankar Iyer was nominated as CEO, to assume the role of acting CEO from 7 December 2020. Stephanie Miller's awards partially forfeited, the remaining awards were kept and handled as good leaver. Shankar Iyer's rollover share plan disclosed as movement in 2020. Other movements are caused by vesting.
2. The estimate regarding performance criteria at year end 2020 is set at a level of 50% for PSP 2019 and 100% for PSP 2020 to estimate the number of the awards at the moment of vesting.
3. Following the vesting date, the LTI shares granted to members of the Management Board are subject to an additional two-year lock up period, except for the LTI shares that can be sold to cover income taxes due.
4. Viteos Rollover Share Plan is described in Note 8.1. e)
5. Awards from 1 April 2019, 1 April 2020 SDP shares and 1 April 2018 LTIP 4 shares do not have performance criteria, neither does the Viteos Rollover Share Plan.

As of 31 December 2021, the members of the Management Board have no loans outstanding with the Group and no guarantees or advance payments are granted to members of the Management Board.

The individual members of the Supervisory Board received the following remuneration:

(EUR 000)	Member since / (until)	20211	20202	20193	2018	2017
Hélène Vletter-van Dort	21 August 2015	80	804	78	80	80
Toine van Laack	16 May 2017	65	655	63	65	40
Anthony Ruys	21 August 2015	55	55	58	60	60
Charlotte Lambkin	17 October 2017	60	60	55	60	12
Paul Willing	17 October 2017	58	58	53	50	10
Stewart Bennett	16 May 2019	58	58	34	-	-
Bert Groenewegen	21 August 2015 / (16 May 2017)	-	-	-	-	24
Total		376	376	341	315	226

1. Each member's remuneration excludes EUR 10 thousand expense allowance. With effect on 1 July 2021 the Risk Committee was established. Remuneration to the Chair and Members of this Risk Committee requires shareholder approval, which will only requested for at our 2022 AGM. The Risk Committee annual remuneration for the chair and member of EUR 15 and EUR 7.5 thousand respectively is not included.
2. Each member's remuneration excludes EUR 10 thousand expense allowance.
3. Each member's remuneration excludes EUR 5 thousand expense allowance.
4. In addition, EUR 35 thousand remuneration from affiliated entities as the Chair of the Supervisory Board both for 2021 and 2020.
5. In addition, EUR 25 thousand remuneration from affiliated entities as member of the Supervisory Board both for 2021 and 2020.

The Company does not award variable remuneration, shares or options to the members of the Supervisory Board. They had no loans outstanding any of the year ends for the above respective years. No guarantees or advance payments are granted to members of the Supervisory Board.

Corporate governance

The corporate governance framework of the Company is based on our strategy and is in line with the requirements of both the Dutch Civil Code and the Dutch Corporate Governance Code (the Code). Intertrust Group attaches great value to the principles embedded in the Code and its vital role in safeguarding the interests of its stakeholders. Intertrust Group has a two-tier board structure with a Management Board and a Supervisory Board. In addition, the Management Board has installed an Executive Committee.

General

Intertrust N.V. (Intertrust) is a public company with limited liability (naamloze vennootschap) incorporated on 8 September 2014 under the laws of the Netherlands. On 15 October 2015, shares in the capital of Intertrust were listed on Euronext Amsterdam. Since 18 March 2016, Intertrust Group’s shares have been included in the AMX index.

Intertrust’s management and supervision are embedded in two corporate bodies: a Management Board and a Supervisory Board. In 2021, the Management Board consisted of two members and the composition of the Supervisory Board remained at six members. In addition, Intertrust has an Executive Committee which is entrusted with the day-to-day management of Intertrust with respect in particular to setting, implementing and achieving the Group’s strategic, operational and financial objectives. The Executive Committee comprises members of the Management Board and leaders with functional or regional responsibility. Maintaining a two-tier board structure in combination with the Executive Committee enhances effective corporate governance and independent supervision.

Each member of the Management Board, Supervisory Board and Executive Committee has a duty to Intertrust to properly perform the duties assigned to them and to act in the interest of Intertrust, extending to the interests of all its stakeholders.

In early 2021, Intertrust announced that the Management Board, with approval of the Supervisory Board, had revised the dividend policy, as part of the revised capital allocation framework. The revised policy recognises the Company’s continued strong cash generation and the importance of dividends for shareholders, whilst providing greater flexibility in capital allocation to drive underlying growth across the business.

For the revised dividend policy we refer to the explanatory notes to the agenda of our AGM held on 12 May 2021. In the notice to the AGM held on 12 May 2021, shareholders were requested to discuss this revised dividend policy, but during the AGM no shareholder submited a question about this topic.

Due to the agreement with CSC on a recommended all-cash public offer for all issued and outstanding shares in the capital of Intertrust for the financial year 2021 the Management Board decided not to propse a dividend to the AGM over the year 2021. As such, for 2021 Intertrust deviates from the revised dividend policy.

Management Board

The Management Board is entrusted with the management, strategy, policies, objectives and results of Intertrust, under the supervision of the Supervisory Board. The Management Board focuses on long-term value creation for Intertrust and its affiliated enterprises and takes into account the interests of all stakeholders (please refer to the Strategy chapter on page X of this Annual Report). The Rules for the Management Board (Management Board Rules) are published on our website. They describe the duties, tasks, composition, procedures and decision-making of the Management Board, its relationship with the Supervisory Board and with the Executive Committee as well as the individual tasks and responsibilities of each member of the Management Board.

Certain resolutions of the Management Board require the approval of the Supervisory Board. These resolutions are outlined in Intertrust’s Articles of Association (Articles) and in the Management Board Rules, both of which are available on the Intertrust website.

The General Meeting appoints a member of the Management Board pursuant to and in accordance with a proposal by the Supervisory Board or upon a binding nomination drawn up by the Supervisory Board. Such a resolution can be adopted by an absolute majority of the votes cast irrespective of the capital present or represented at the relevant shareholders’ meeting. The General Meeting can overrule a binding nomination of the Supervisory Board by a majority vote of at least two-thirds of the votes cast, provided such a majority represents at least one-third of the issued share capital.

If the General Meeting, with an absolute majority of the votes cast, overrules the binding nomination, but this majority does not represent at least one-third of the issued share capital, then a new meeting may be convened in which the nomination can be overruled by an absolute majority of the votes cast irrespective of the capital present or represented at the meeting.

Intertrust’s Articles provide that the General Meeting has the authority to suspend and dismiss a member of the Management Board. A resolution of the General Meeting to suspend or dismiss a member of the Management Board requires an absolute majority of the votes cast if the suspension or dismissal is proposed by the Supervisory Board. However, such a resolution requires a majority of at least two-thirds of the votes cast, which majority must represent at least one-third of the issued share capital if the suspension or dismissal has not been proposed by the Supervisory Board. If the shareholders support the suspension or dismissal with an absolute majority of the votes cast, but such majority does not represent at least one-third of the issued capital, a new meeting may be convened at which the resolution may be passed with an absolute majority of the votes cast, irrespective of the part of the capital represented at the meeting.

Intertrust aims to have a balanced and diverse composition of its Management Board which is reviewed in more detail in this chapter under ‘Diversity’. The Diversity & Inclusion Charter is available on Intertrust's website.

Intertrust deviates from the Code as it has not performed scenario analyses on the Management Board’s STI and LTI remuneration (DCGC 3.4.1 iii). Full information on the remuneration of the members of the Management Board can be found in the Remuneration chapter on page XX of this Annual Report.

Supervisory Board

Intertrust’s Supervisory Board is charged with the supervision of the policy of the Management Board and the general course of affairs in the Company and the business affiliated with it, and with advising the Management Board. The Supervisory Board should supervise how the Management Board implements Intertrust’s strategy.

The Rules for the Supervisory Board (Supervisory Board Rules) describe the duties, tasks, composition, procedures and decision-making of the Supervisory Board as well as its relations with the Management Board, the General Meeting and the Executive Committee. The Supervisory Board Rules are available on Intertrust’s website.

The General Meeting appoints a member of the Supervisory Board pursuant to and in accordance with a proposal of the Supervisory Board or upon a binding nomination drawn up by the Supervisory Board.

A resolution of the General Meeting to appoint a member of the Supervisory Board, in accordance with a proposal of the Supervisory Board, can be adopted by an absolute majority of the votes cast, irrespective of the capital present or represented at the relevant shareholders’ meeting.

The General Meeting can overrule a binding nomination by the Supervisory Board by a majority vote of at least two-thirds of the votes cast, provided such a majority represents at least one-third of the issued share capital. If the General Meeting, with an absolute majority of the votes cast overrules the binding nomination, but this majority does not represent at least one-third of the issued share capital, then a new meeting may be convened in which the nomination can be overruled by an absolute majority of the votes cast irrespective of the capital present or represented at the meeting.

Each member of the Supervisory Board shall be appointed for a maximum period of four years. A Supervisory Board member’s term of office shall lapse in accordance with the rotation schedule drawn up by the Supervisory Board, available on Intertrust’s website: https://www.intertrustgroup.com/investors.

A member of the Supervisory Board may be re-appointed once for another four-year period and thereafter be reappointed again for a period of two years. In the event of a re-appointment after an eight-year period, the report of the Supervisory Board shall elaborate on the considerations to do so.

The General Meeting has the authority to suspend and dismiss a member of the Supervisory Board. A resolution of the General Meeting to suspend or dismiss a member of the Supervisory Board requires an absolute majority of the votes cast if the suspension or dismissal is proposed by the Supervisory Board. However, such a resolution of the General Meeting requires a majority of at least two-thirds of the votes cast, which majority must represent at least one-third of the issued share capital if the suspension or dismissal has not been proposed by the Supervisory Board.

Intertrust’s Articles stipulate that the Supervisory Board must consist of a minimum of three members and a maximum of seven members, the number of which is to be determined by the Supervisory Board. The profile and rotation schedule of the Supervisory Board are available on the Intertrust website.The rotation schedule has been updated after reappointments of three Supervisory Board members at the AGM held on 12 May 2021. Intertrust aims to have a balanced and diverse composition of its Supervisory Board, which is reviewed in more detail in this chapter under ‘Diversity’. The Diversity & Inclusion Charter is available on Intertrust’s website.

In 2021, the Supervisory Board consisted of six members. An independent member has been appointed as Chair. From October 2021 (five years after Intertrust acquired all shares in Elian) all members of the Supervisory Board are considered independent within the meaning of best practice provision 2.1.8 section i of the Code.

The composition of the Supervisory Board is detailed on page XX of this Annual Report. For the Supervisory Board biographies please refer to page XX.

Information on the remuneration of the members of the Supervisory Board can be found in the Remuneration chapter on page XX of this Annual Report.

From 1 July 2021, the Supervisory Board has established three committees from among its members: (i) the Audit Committee, (ii) the Remuneration, Selection and Appointment Committee and (iii) the Risk Committee. The function of these committees is to prepare the discussion and decision-making undertaken by the Supervisory Board. The organisation, duties and working methods of the committees of the Supervisory Board are detailed in separate charters for each committee, which are available on the Intertrust Group website.

Further details on the different Committees of the Supervisory Board can be found on page XX and further of this Annual Report.

Executive Committee

As in previous years, throughout 2021, Intertrust continued working with an Executive Committee. The Executive Committee is entrusted with the day-to-day management of Intertrust in particular with respect to setting, implementing and achieving Intertrust Group’s strategic, operational and financial objectives. The Executive Committee is furthermore actively involved in all important topics related to, amongst others, integration, innovation, culture, leadership and ESG. In the performance of its responsibilities, the Executive Committee must carefully consider and act in accordance with the interests of Intertrust and the business affiliated with it, taking into consideration the interests of all Intertrust’s stakeholders.

Members of the Executive Committee will attend meetings of the Supervisory Board if so requested by the Supervisory Board and shall provide the Supervisory Board with such information to properly perform its duties, through the Management Board. The Executive Committee Rules are available on Intertrust's website: https://www.intertrustgroup.com/investors.

Members of the Executive Committee, not being members of the Management Board, are appointed, suspended and dismissed by the CEO, after consultation with the Supervisory Board. As of 31 December 2021, the Executive Committee consists of (i) the members of the Management Board, (ii) the Chief Operating Officer / Global Head of Funds & Product (COO), (iii) the Managing Director Americas/Rest of the World, (iv) the Chief Commercial Officer (CCO), (v) the Chief Risk Officer (CRO) (from May 2021onwards), (vi) the Chief Human Resources Officer (CHRO), and (vii) such other members as appointed by the CEO from time to time.

In 2021, the following changes took place in the Executive Committee:

• Aileen Gillan joined Intertrust as CRO and member of the Executive Committee in May 2021. Aileen is responsible for the group’s risk profile and global compliance in support of the corporate strategy. With Aileen joining, Rogier van Wijk was relieved from his temporary CRO responsibility.
• Lee Godfrey stepped down from his position in the Executive Committee in October 2021. Intertrust extends gratitude and appreciation for his hard work and dedication over the last few years. Lee Godfrey has played a central role in forming and leading Western Europe. Following his departure, his responsibilities were split. Intertrust Netherlands, Belgium, Germany and Switzerland report to Daniel Jaffe and Intertrust Luxembourg reports to Chitra Baskar.

On 1 January 2022 Corneel Ryde, Intertrust's General Counsel, joined the Executive Committee. Since this occurred in the following year, his details are not disclosed in the current corporate governance report.

The composition of the Executive Committee as of 31 December 2021 is detailed on page XX.

Diversity

The Diversity & Inclusion charter, adopted in 2020, replaced Intertrust’s former Diversity Policy. The Diversity & Inclusion Charter is available on Intertrust Group’s website.

Intertrust applies the principles of our Diversity & Inclusion Charter to the composition of its Boards, whereby the Management Board and the Executive Committee are combined as one 'Board'. Intertrust will continue to strive for an adequate and balanced composition of the Management Board, the Supervisory Board and the Executive Committee in future selection and appointments, by considering all relevant selection criteria including gender.

The gender diversity percentage in the combination of Management Board/Executive Committee increased to 25% in May 2021 and to 28.5% in October 2021. We reiterate our aim to reach a gender diversity percentage of 30% for the composition of this combination ultimately in 2024. For the Supervisory Board’s composition with a gender diversity of 33% in 2021, Intertrust is pleased to report that not only it meets the 30% gender diversity threshold stated in the Diversity & Inclusion Charter, but that Intertrust also already complies with the quota of at least one-third for both women and men on their supervisory boards, as prescribed in the Dutch Act of 29 September 2021 to amend Book 2 of the Dutch Civil Code with the aim of achieving a better gender balance on supervisory boards.

Whilst the Management Board lacked gender balance in 2021, Shankar Iyer, an American national was born in India, lived in the US for nearly 30 years and now lives in London. Rogier van Wijk, a Dutch national, resides in the Netherlands and has lived in China and the US and so the Management board is considered to be diverse.

General Meeting

The AGM must be held within six months after the end of each financial year. An EGM may be convened by the Supervisory Board or the Management Board, whenever Intertrust’s interests so require. Shareholders individually or in aggregate representing at least one-tenth of the issued share capital may, pursuant to the Dutch Civil Code, request that a General Meeting be convened. If no General Meeting has been held within eight weeks of the shareholders making such request, they may be authorised upon request by a District Court in summary proceedings to convene a General Meeting.

Notice of a General Meeting must be given at least 42 days prior to the day of the meeting as required by Dutch law. The notice convening any General Meeting must include, among other items, an agenda indicating the place and date of the meeting, the items for discussion and voting, the proceedings for registration including the registration date and any proposals for the agenda. Shareholders holding at least three percent of the issued share capital may request that an item be added to the agenda. Such requests must be made in writing, must either be substantiated or include a proposal for a resolution, and must be received by Intertrust at least 60 days before the day of the General Meeting.

Each General Meeting is chaired by the Chair of the Supervisory Board. Members of the Management Board and of the Supervisory Board shall have the right to attend the General Meeting in such capacity. They have an advisory vote. The Chair of the General Meeting may decide at his or her discretion to admit other persons to the General Meeting.

Each shareholder, as well as other persons with voting rights or meeting rights, may attend the General Meeting, address the General Meeting and, in so far as they have such right, to exercise voting rights pro rata to its shareholding, either in person or by proxy. Shareholders may exercise these rights, if they are the holders of shares on the registration date, which is currently the 28th day before the day of the meeting, and they or their proxy have notified Intertrust of their intention to attend the meeting in writing at the address and by the date specified in the notice of the meeting.

Each shareholder may cast one vote for each share held. Pursuant to Dutch law, no votes may be cast at a General Meeting in respect of shares which are held by Intertrust. Resolutions of the General Meeting are taken by an absolute majority, except where Dutch law or Intertrust’s Articles provide for a qualified majority.

Important powers of the General Meeting are to:

• Authorise the Management Board to issue shares, to restrict or exclude the pre-emptive rights of shareholders and to repurchase shares
• Appoint members of the Management Board upon a proposal of the Supervisory Board or upon a nomination of the Supervisory Board
• Suspend or dismiss members of the Management Board
• Appoint members of the Supervisory Board upon a proposal of the Supervisory Board or upon a nomination of the Supervisory Board
• Suspend or dismiss members of the Supervisory Board
• Adopt the annual accounts of Intertrust
• Adopt the Remuneration Policy for the members of the Management Board
• Cast an advisory vote on the remuneration report
• Resolve on the reservation or distribution of the profits upon a proposal of the Management Board that has been approved by the Supervisory Board
• Amend Intertrust’s Articles upon a proposal of the Management Board that has been approved by the Supervisory Board.

On 8 March 2021, Intertrust held an extraordinary general meeting (EGM) in accordance with the Temporary Act COVID-19 Justice and Security (Tijdelijke Wet COVID-19 Justitie en Veiligheid). The EGM was only virtually accessible for shareholders. One shareholder submitted questions, both in advance of and during the EGM.

The following resolutions were adopted in the EGM:

• Appointing Mr Shankar Iyer as a member of the Management Board
• Amending the Articles of Association by including (i) a provision regarding the absence or prevention from acting of members of the supervisory board and (ii) the possibility for shareholders to participate in the General Meeting by electronic means of communication.

On 12 May 2021, Intertrust held its AGM, also in accordance with the Temporary Act COVID-19 Justice and Security (Tijdelijke Wet COVID-19 Justitie en Veiligheid). Like the EGM, also the AGM was only virtually accessible for shareholders. Two shareholders submitted questions in advance. One of these also asked follow-up questions at the AGM.

One of the agenda items was a discussion of the Remuneration Report 2020 and the enablement of our shareholders to cast their advisory (non-binding) vote about this report.

• Percentage of votes cast in favour of the remuneration report 2020: 92.63%
• Percentage of votes cast against the remuneration report 2020: 7.37%.

The following resolutions were adopted at the AGM:

• Adoption of Intertrust’s Annual Accounts 2020
• Discharge of the members of the Management Board for their functioning throughout financial year 2020
• Discharge of the members of the Supervisory Board for their functioning throughout financial year 2020
• Appointment of Ernst & Young Accountants LLP as the external auditor for the financial statements for 2021
• Reappointment of Ms C.E. Lambkin, Mr A.H.A.M. van Laack and Mr P.J. Willing as members of the Supervisory Board
• Designation of the Management Board to issue shares and to award rights to subscribe for shares
• Designation of the Management Board to limit or exclude pre-emptive rights
• Authorisation of the Management Board to repurchase shares.

Share capital

The authorised capital of Intertrust consists of ordinary shares only. Intertrust cannot issue one or more shares without voting rights, or with no or limited entitlement to profits or reserves of Intertrust.

The General Meeting may resolve to issue shares in the capital of Intertrust, or award rights to subscribe for shares, upon a proposal by the Management Board that has been approved by the Supervisory Board.

Intertrust’s Articles provide that the General Meeting may delegate the authority to issue shares, or award rights to subscribe for such shares, to the Management Board, pursuant to and in accordance with a proposal thereto of the Management Board, which has been approved by the Supervisory Board. At the designation, the number of shares which may be issued by the Management Board must be determined. No resolution of the General Meeting or the Management Board is required for an issue of shares pursuant to the exercise of a previously granted right to subscribe for shares.

In March 2021, the Management Board, with approval of the Supervisory Board, used the authorisation delegated to it and resolved to issue 240,000 new shares (the New Shares) in the capital of the Company, having a nominal value of EUR 0.60, while excluding any statutory pre-emptive rights to the extent required. On 1 April 2021, Intertrust, in execution of aforementioned resolution of the Management Board, issued the New Shares to an intermediary under the obligation for the intermediary to include the New Shares in the Collective Deposit pursuant to section 12 of the Giro Securities Act. The intermediary transferred the New Shares to Euroclear Nederland for inclusion in the Book-Entry Deposit. Euroclear Nederland was registered in the shareholders register of the Company as the party to which the New Shares have been delivered.

At the AGM of 12 May 2021, it was resolved to extend the authority of the Management Board to resolve to issue shares and award rights to subscribe for shares, subject to the approval of the Supervisory Board and for a period of eighteen months, until 12 November 2022. The authority of the Management Board is limited to a maximum of 10% of the issued share capital, at the time of issue, or at the time of granting of the right to subscribe for shares.

As per 31 December 2021, the issued share capital amounted to EUR 54,333,811.20, divided into 90,556,352 shares with a nominal value of EUR 0.60 each of which 528,813 shares were held by Intertrust on its custody account.

Each shareholder has a pre-emptive right to subscribe on a pro rata basis for any issue of new shares or upon an award of rights to subscribe for shares. Exceptions to these pre-emptive rights include the issue of shares and the award of rights to subscribe for shares (i) to Intertrust’s employees; (ii) in return for non-cash consideration; or (iii) to persons exercising a previously granted right to subscribe for shares.

At the AGM of 12 May 2021, it was resolved to extend the authority of the Management Board as the competent corporate body to limit or exclude the pre-emptive rights in respect of the issue of shares or the granting of rights to subscribe for shares pursuant to the authorisation given above.

Intertrust may acquire fully paid-up shares in its own capital for consideration, subject to the authorisation by the General Meeting and subject to Dutch law, and after prior approval of the Supervisory Board. The authorisation is not required for shares quoted in the listing of any stock exchange in order to transfer them to employees of Intertrust or of a Group company pursuant to a scheme applicable to such employees. Intertrust is not entitled to any distributions from shares in its own capital. No vote may be cast at the General Meeting for shares held by Intertrust or by a subsidiary.

At the AGM of 12 May 2021, the authority awarded to the Management Board to re-purchase shares in the share capital of Intertrust up to a maximum of 10% of the issued share capital was extended for a period of eighteen months, until 12 November 2022.

Intertrust announced a programme to repurchase ordinary shares in its capital for a total aggregate consideration of EUR 100 million on 27 September 2021. This programme was implemented within the limitations of the authority granted to the Management Board by the Annual General Meeting of Shareholders, which authorised the Management Board to purchase up to 10% of Intertrust’s issued share capital per 12 May 2021, for a period of 18 months starting 12 May 2021 and ending 12 November 2022. The Supervisory Board approved the share buy-back programme on 26 September 2021. If and to the extent required, further shareholders’ approval would be requested as referred to in Section 2:98 paragraph 4 of the Dutch Civil Code. The share repurchase programme would be conducted in accordance with the Market Abuse Regulation (EU) 596/2014 and the Commission Delegated Regulation (EU) 2016/1052 and within the safe harbour parameters for repurchase programmes. Intertrust announced the suspension of this programme until further notice on 12 November 2021.

A transfer of shares in the share capital of Intertrust included in the Statutory Giro System must take place in accordance with the provisions of the Dutch Securities Giro Act (Wet giraal effectenverkeer). Intertrust’s Articles do not restrict the transfer of shares in the share capital of Intertrust.

Intertrust is not aware of the existence of any agreement pursuant to which the transfer of shares in the share capital of Intertrust is restricted. The shares awarded to the members of the Management Board under Intertrust’s equity plans shall be held for at least five years after they are awarded as prescribed by the Corporate Governance Code.

Articles of Association

The General Meeting can only resolve to amend Intertrust’s Articles by a proposal of the Management Board, which proposal has been approved by the Supervisory Board.

External auditor

The external auditor is appointed by the General Meeting. At the AGM held on 12 May 2021, the General Meeting appointed Ernst & Young Accountants LLP as the external auditor for the financial year 2021. The external auditor may be questioned at the AGM in relation to its audit opinion on the financial statements. The external auditor will therefore attend and be entitled to address this meeting.

Financial reporting

A description of the most important characteristics of the management and control systems of Intertrust with respect to the financial reporting process of Intertrust and its Group companies of which the financials are consolidated can be found in the Compliance and Risk Management chapter of this 2021 Annual Report.

Dutch Corporate Governance Code

Intertrust Group is subject to the Dutch Corporate Governance Code, which is based on a ‘comply or explain’ principle. Accordingly, Intertrust is required to disclose in this Annual Report whether or not it complies with the various principles and best practice provisions that are addressed to the Management Board and the Supervisory Board and provide a substantive and transparent explanation for any departures from the principles and best practice provisions.

Considering Intertrust Group’s interests and the interest of its stakeholders, Intertrust deviates from a limited number of principles and best practice provisions, which are described as follows:

Intertrust does not comply with best practice provision 2.3.2, which provides that if the supervisory board consists of more than four members, it shall appoint an audit committee, a remuneration committee and a selection and appointment committee. For efficiency purposes, the Supervisory Board has combined the functions and responsibilities of the remuneration committee and the selection and appointment committee in one committee, the Remuneration, Selection and Appointment Committee.

Intertrust Group does not comply with best practice provision 4.3.3, which provides that the General Meeting of shareholders of a company may pass a resolution to cancel the binding nature of a nomination for the appointment of a member of the Management Board or of the Supervisory Board and/or a resolution to dismiss a member of the Management Board or of the Supervisory Board by an absolute majority of the votes cast.

It may be provided that this majority should represent a given proportion of the issued capital, which proportion may not exceed one-third. Pursuant to the Articles of Association, the General Meeting may only overrule the binding nature of such nominations by resolution of the General Meeting adopted with a two-thirds majority of the votes cast, representing at least one-third of the issued share capital. If the shareholders support overruling the binding nature of the nomination with an absolute majority of the votes cast, but such majority does not represent at least one-third of the issued capital, a new meeting may be convened at which the resolution may be passed with an absolute majority of the votes cast, irrespective of the part of the capital represented at such meeting. A similar provision is included in the Articles of Association regarding the removal of members of the Management Board and Supervisory Board. These provisions are stricter than best practice provision 4.3.3. Intertrust believes this to be justified in the interest of the continuity of Intertrust and its Group companies.

This chapter, including parts of this Annual Report incorporated by reference, also serves as the corporate governance statement referred to in section 2a of the Management Report Decree (Besluit inhoud bestuursverslag).

Legal transparency obligations

This section includes an overview which sets out where the information that is required to be disclosed under Article 1 of the Decree on Article 10 of the Takeover Directive (Besluit artikel 10 overnamerichtlijn) can be found.

Information on the capital structure of Intertrust, the shares and the rights attached thereto is provided in the Shares chapter of this Annual Report and in this Corporate Governance chapter.

There are no limitations on the transferability of Intertrust’s shares. See also the paragraph ‘Transfer of shares and transfer restrictions’ in this chapter.

Shareholders are obliged to give notice of interests exceeding certain thresholds to the Netherlands Authority for the Financial Markets (AFM). For the overview of such notifications we refer to the 'Investor relations and shares' chapter of this 2021 Annual Report.

As stated above, the authorised capital of Intertrust consists of ordinary shares only. Intertrust cannot issue one or more shares to which special rights of control are attached.

Under none of the Intertrust share plans can the voting rights on the shares be exercised before the shares awarded have vested.

There are no limitations on the voting rights attached to the shares in Intertrust.

This information is included in the paragraph ‘Transfer of shares and transfer restrictions’ in this chapter.

This information is included in the subparagraphs 'Appointment, removal and suspension' of the Management Board (see page XX) and Supervisory Board (see page XX) sections respectively of this Corporate Governance chapter.

Information on the authority of the Management Board to issue and repurchase shares is included in the subparagraphs 'Issuance of shares' and 'Acquisition of own shares' in the 'Share Capital' section (see page XX) of this Corporate Governance chapter.

A change of control provision is included in the Senior Facilities Agreement, Senior Notes and in the Management Agreement of Rogier van Wijk.

The agreements of the members of the Management Board provide for severance payments in the event of a termination other than for urgent cause.

Consolidated Financial Statements

Financial Statements

Consolidated statement of profit or loss

(EUR 000)	Note	2021	2020
Revenue	6	571,295	564,469
Staff expenses	7	(291,978)	(284,840)
Rental expenses	16	(8,708)	(8,380)
Other operating expenses	9	(86,249)	(76,983)
Other operating income		170	2,490
Impairment losses on financial assets	12	(3,681)	(3,839)
Depreciation and amortisation of other intangible assets	18	(29,142)	(30,586)
Amortisation of acquisition-related intangible assets and impairment of goodwill	18	(49,189)	(73,205)
Profit from operating activities		102,518	89,126
Finance income		22,416	1,581
Finance expense		(36,965)	(54,913)
Financial result	22	(14,549)	(53,332)
Profit before income tax		87,969	35,794
Income tax	26	(22,679)	(14,954)
Profit for the year after tax		65,290	20,840
Profit for the year after tax attributable to:
Owners of the Company		65,273	20,805
Non-controlling interests		17	35
Profit for the year		65,290	20,840
Basic earnings per share (EUR)	10	0.72	0.23
Diluted earnings per share (EUR)	10	0.71	0.23

Consolidated statement of comprehensive income

(EUR 000)	Note	2021	2020
Profit for the year after tax		65,290	20,840
Actuarial gains and losses on defined benefit plans	28	332	(10)
Income tax on actuarial gains and losses on defined benefit plans		(1)	27
Items that will never be reclassified to profit or loss		331	17
Foreign currency translation differences - foreign operations		42,460	(41,691)
Net movement on cash flow hedges in other comprehensive income	21	4,508	(2,786)
Income tax on net movement on cash flow hedges in other comprehensive income	26	(2)	(27)
Items that are or may be reclassified to profit or loss		46,966	(44,504)
Other comprehensive income/(loss) for the year, net of tax		47,297	(44,487)
Total comprehensive income/(loss) for the year		112,587	(23,647)
Total comprehensive income/(loss) for the year attributable to:
Owners of the Company		112,573	(23,687)
Non-controlling interests		14	40
Total comprehensive income/(loss) for the year		112,587	(23,647)

The Notes on pages x to x are an integral part of these consolidated financial statements.

Consolidated statement of financial position

(EUR 000)	Note	31.12.2021	31.12.2020
Assets
Property, plant and equipment	16	110,319	92,096
Other intangible assets	17	25,549	22,171
Acquisition-related intangible assets	17	1,609,340	1,591,846
Other non-current financial assets	21	50,682	29,828
Deferred tax assets	27	11,319	8,933
Non-current assets		1,807,209	1,744,874
Trade receivables	12	111,863	94,213
Other receivables	14	43,458	30,782
Work in progress	11	40,817	35,471
Current tax assets		1,349	1,051
Other current financial assets	21	2,385	1,704
Prepayments		12,650	12,171
Cash and cash equivalents	19	136,022	141,311
Current assets		348,544	316,703
Total assets		2,155,753	2,061,577
Equity
Share capital		54,334	54,190
Share premium		630,441	630,441
Reserves		(23,689)	(65,494)
Retained earnings		210,511	140,870
Equity attributable to owners of the Company		871,597	760,007
Non-controlling interests	25	321	307
Total equity	24	871,918	760,314
Liabilities
Loans and borrowings	20	790,642	888,676
Other non-current financial liabilities	21	96,796	83,809
Employee benefits liabilities	28	3,195	2,797
Deferred income	13	4,166	4,209
Provisions	29	705	1,042
Deferred tax liabilities	27	79,826	80,673
Non-current liabilities		975,330	1,061,206
Loans and borrowings	20	108,058	8,847
Other current financial liabilities	21	19,622	17,753
Deferred income	13	49,764	66,028
Provisions	29	7,373	3,472
Current tax liabilities		22,896	29,480
Trade payables		16,584	15,033
Other payables	14	84,208	99,444
Current liabilities		308,505	240,057
Total liabilities		1,283,835	1,301,263
Total equity and liabilities		2,155,753	2,061,577

The Notes on pages x to x are an integral part of these consolidated financial statements.

Consolidated statement of changes in equity

(EUR 000)		For the period ended 31 December 2021
		Attributable to owners of the Company
	Note	Share capital	Share premium	Retained earnings	Translation reserve	Hedging reserve	Treasury share reserve	Total	Non-controlling interests	Total equity
Balance at 01 January 2021		54,190	630,441	140,870	(55,680)	(7,792)	(2,022)	760,007	307	760,314
Profit/(loss) for the year		-	-	65,273	-	-	-	65,273	17	65,290
Other comprehensive income/(loss) for the year, net of tax		-	-	331	42,463	4,506	-	47,300	(3)	47,297
Total comprehensive income/(loss) for the year		-	-	65,604	42,463	4,506	-	112,573	14	112,587
Contributions and distributions
Equity-settled share-based payment	8	-	-	5,808	-	-	-	5,808	-	5,808
Treasury shares delivered	8	-	-	(1,627)	-	-	1,627	-	-	-
Share buyback	8	-	-	-	-	-	(6,791)	(6,791)	-	(6,791)
Share issuance	8	144	-	(144)	-	-	-	-	-	-
Total contributions and distributions		144	-	4,037	-	-	(5,164)	(983)	-	(983)
Total transactions with owners of the Company		144	-	4,037	-	-	(5,164)	(983)	-	(983)
Balance at 31 December 2021		54,334	630,441	210,511	(13,217)	(3,286)	(7,186)	871,597	321	871,918

Consolidated statement of changes in equity (continued)

(EUR 000)		For the period ended 31 December 2020
		Attributable to owners of the Company
	Note	Share capital	Share premium	Retained earnings	Translation reserve	Hedging reserve	Treasury share reserve	Total	Non-controlling interests	Total equity
Balance at 01 January 2020		54,190	630,441	113,117	(13,984)	(4,979)	(4,313)	774,472	267	774,739
Profit/(loss) for the year		-	-	20,805	-	-	-	20,805	35	20,840
Other comprehensive income/(loss) for the year, net of tax		-	-	17	(41,696)	(2,813)	-	(44,492)	5	(44,487)
Total comprehensive income/(loss) for the year		-	-	20,822	(41,696)	(2,813)	-	(23,687)	40	(23,647)
Contributions and distributions
Equity-settled share-based payment	8	-	-	9,222	-	-	-	9,222	-	9,222
Treasury shares delivered	8	-	-	(2,291)	-	-	2,291	-	-	-
Total contributions and distributions		-	-	6,931	-	-	2,291	9,222	-	9,222
Total transactions with owners of the Company		-	-	6,931	-	-	2,291	9,222	-	9,222
Balance at 31 December 2020		54,190	630,441	140,870	(55,680)	(7,792)	(2,022)	760,007	307	760,314

The Notes on pages x to x are an integral part of these consolidated financial statements.

Consolidated statement of cash flows

(EUR 000)	Note	2021	2020
Cash flows from operating activities
Profit for the year		65,290	20,840
Adjustments for:
Income tax expense	26	22,679	14,954
Financial result	22	14,549	53,332
Depreciation and amortisation of other intangible assets	18	29,142	30,586
Amortisation of acquisition-related intangible assets and impairment of goodwill	18	49,189	73,205
(Gain)/loss on sale of non-current assets		(117)	58
Other non cash items	24	6,799	10,004
		187,531	202,979
Changes in:
(Increase)/decrease in trade working capital1		(38,304)	(4,930)
(Increase)/decrease in other working capital2		(10,645)	3,824
Increase/(decrease) in provisions		2,963	2,617
Changes in foreign currency		589	503
		142,134	204,993
Income tax paid		(30,273)	(29,892)
Net cash from/(used in) operating activities		111,861	175,101
Cash flows from investing activities
Proceeds from sale of property, plant and equipment		170	2
Proceeds from sale of Investments		-	100
Purchase of property, plant and equipment	16	(7,660)	(7,881)
Purchase of intangible assets	17	(9,837)	(10,698)
Cash collection relating to lease assets		1,448	1,394
Acquisitions, net of cash acquired	16	(1,514)	(4,253)
(Increase)/decrease in other financial assets		(1,194)	(1,328)
Interest received	22	1,008	796
Net cash from/(used in) investing activities		(17,579)	(21,868)
Cash flows from financing activities
Proceeds from borrowings	20	12,023	10,000
Acquisition of treasury shares		(6,791)	-
Repayment of loans and banks	20	(41,910)	(99,923)
Interest and other finance expenses paid		(30,812)	(33,607)
Payment of financing costs		(362)	(171)
Lease payments	16	(15,496)	(22,110)
Net cash from/(used in) financing activities		(83,348)	(145,811)
Net increase/(decrease) in cash		10,934	7,422
Cash attributable to the Company at the beginning of the period	19	111,186	110,218
Effect of exchange rate fluctuations on cash attributable to the Company		5,780	(6,454)
Cash attributable to the Company at the end of the period		127,900	111,186
Cash held on behalf of clients at the end of the period	19	8,122	30,125
Cash and cash equivalents at the end of the period	19	136,022	141,311

1. (Increase)/decrease in trade Working capital is defined by the net (increase)/decrease in Trade receivables, Work in progress, Trade payables and Deferred income.
2. (Increase)/decrease in other Working capital is defined by the net (increase)/decrease in Other receivables, Prepayments and Other payables (excl. liabilities for cash held on behalf of clients).

The Notes on pages x to x are an integral part of these consolidated financial statements.

Notes to the consolidated financial statements

General information and basis for reporting

1 Reporting entity

Intertrust N.V. ("Intertrust" or the “Company”) is a publicly traded international trust and corporate management company with limited liability domiciled in the Netherlands. The Company was incorporated on 8 September 2014 in the Netherlands, registration number at the Chamber of Commerce is 61411809. The principal place of business is the Netherlands and the address of the Company’s registered office is Basisweg 10, Amsterdam, the Netherlands.

The financial statements of the Company for the period from 1 January 2021 to 31 December 2021 comprise the Company and its subsidiaries (together referred as the “Group” and individually as “Group entities”).

The Company began trading its shares on Euronext Amsterdam on 15 October 2015 following an Initial Public Offering (IPO). The Group provides corporate, fund, capital markets and private wealth services. As at 31 December 2021, the Group has operations in more than 30 countries and directly employed 4,175 internal FTEs as at 31 December 2021 (31 December 2020: 4,076 internal FTEs).

On 12 May 2021 at the AGM a new independent Auditor, Ernst & Young Accountants LLP, was appointed for the Company.

2 Basis of preparation

2.1 Statement of compliance

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union for use in the EU (EU IFRS) effective as at 31 December 2021 and in accordance with Title 9 Book 2 of the Dutch Civil Code.

These consolidated financial statements have been prepared on the basis of the going concern assumption.

These consolidated financial statements were authorised for issue by the Management Board and approved by the Supervisory Board on 17 February 2022. They are subject to approval by the AGM to be held on 12 May 2022.

2.2 Basis of measurement

The consolidated financial statements have been prepared on the historical cost basis except for the following material items in the consolidated statement of financial position:

• Derivative financial instruments are measured at fair value;
• Goodwill where an impairment was recognised in the past, explained in Note 17.1;
• Defined benefit liabilities/(assets) are recognised at the fair value of plan assets less the present value of defined benefit obligation, as explained in Note 28.

2.3 Functional and presentation currency

These consolidated financial statements are presented in Euro, which is the Company’s functional currency. All financial information presented in Euro has been rounded to the nearest thousand (EUR 000), unless otherwise indicated.

2.4 Use of estimates and judgements

The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on a going basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year is included in the following notes:

• Note 12: Impairment losses on financial assets;
• Note 16: IFRS16 related assumptions;
• Note 17.1: impairment test: key assumptions underlying recoverable amounts of cash generating units;
• Note 23.5: early redemption valuation adjustment;
• Note 27.1: recognition of deferred tax assets: availability of future taxable profit against which carry forward tax losses can be used;
• Note 29 and 32: recognition and measurement of provisions and contingencies: key assumptions about the likelihood and magnitude of an outflow of resources.

A number of the Group’s accounting policies and disclosures require the determination of fair value, for both financial assets and liabilities.

When measuring the fair value of an asset or a liability, the Group uses market observable data as much as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

• Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
• Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices);
• Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

If the inputs used to measure the fair value of an asset or a liability might be categorised in different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

The Group recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

Further information about assumptions made in measuring fair values is included in the following notes:

• Note 8.1: description of share-based payment arrangements;
• Note 23.5: fair values of financial instruments.

3 Significant accounting policies and standards

3.1 Changes in accounting policies and new standards

The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements, and have been applied consistently by Group entities. There have been no significant changes compared to the prior year consolidated financial statements as at and for the year ended 31 December 2020.

To the extent relevant, all IFRS standards and interpretations including amendments that were in issue and effective from 1 January 2021, have been adopted by the Group from 1 January 2021. These standards and interpretations had no material impact for the Group.

• Amendments to IFRS9, IAS39, IFRS7, IFRS4 and IFRS16: Interest Rate Benchmark Reform - Phase 2. In 2021 the Group has amended the Senior Facilities Agreement in order to replace the reference to GBP Libor by Sonia, with effective date 30 September 2021. The Group has also included the mechanics to switch the USD Libor to a new reference rate, which will become effective at a later point in time. The impact of the replacement is not deemed material. We refer to Note 20.

• Amendments to IFRS 16: COVID-19-Related Rent Concessions beyond 30 June 2021.

On 28 May 2020, the IASB issued Covid-19-Related Rent Concessions - amendment to IFRS 16 Leases. The amendments provide relief to lessees from applying IFRS 16 guidance on lease modification accounting for rent concessions arising as a direct consequence of the Covid-19 pandemic.

These amendments had limited impact on the consolidated financial statements of the Group.

All IFRS standards and interpretations that were in issue but not yet effective for reporting periods beginning on 1 January 2021 have not yet been adopted and disclosed in the Group’s consolidated financial statements as at and for the year ended 31 December 2021.

Certain new accounting standards and interpretations have been published that are not mandatory for 31 December 2021 reporting periods and have not been adopted early by the Group. These standards are not expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions.

3.2 Summary of significant accounting policies

The general accounting policies applied to the consolidated financial statements as a whole are described below, while other significant accounting policies related to specific items are described under the relevant note. The description of accounting policy in the notes forms an integral part of the description of the accounting policies in this section. Unless otherwise stated, these policies have been consistently applied to all the years presented.

	Note
Revenue	6
Share-based payment arrangements	8
Trade receivables	12
Acquisition of subsidiaries	15
Property, plant and equipment	16
Intangible assets and goodwill	17
Impairment of non-financial assets	17.1
Financial instruments	23
Employee benefits	28
Provisions	29

3.3 Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities controlled either directly, or indirectly, by the Company. Control is achieved when the parent is exposed to, or has rights to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policy in line with the Group.

In the ordinary course of business, Intertrust establishes and provides services to legal entities which serve the business purpose of Intertrust's clients. Management makes an assessment of the requirement to consolidate these entities based on the applicable facts and circumstances. Where the requirements of IFRS10 are not met, these entities are not consolidated.

Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements.

Unrealised gains arising from transactions with equity-accounted investees are eliminated against the investment to the extent of the Group’s interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

Transactions in foreign currencies are translated into the respective functional currencies of Group entities at the exchange rates at the dates of the transactions.

Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated to the functional currency at the exchange rate at the date that the fair value was determined. Non-monetary items in a foreign currency that are measured based on historical cost are translated using the exchange rate at the date of the transaction. Foreign currency differences are generally recognised in profit or loss.

However, foreign currency differences arising from the translation of the following items are recognised in other comprehensive income:

• Financial liabilities designated as hedge of the net investment in a foreign operation to the extent that the hedge is effective; and
• qualifying cash flow hedges to the extent the hedge is effective.

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into Euro at the exchange rates at the reporting date (closing rates). The income and expenses of foreign operations are translated into Euro at exchange rates at the dates of the transactions.

The Group doesn’t own nor control any foreign operations in hyperinflationary economies.

Foreign currency differences are recognised in other comprehensive income, and accumulated in the foreign currency translation reserve (translation reserve) in equity. However, if the foreign operation is a non-wholly owned subsidiary, then the relevant proportion of the translation difference is allocated to non-controlling interests.

When a foreign operation is disposed of such that control, significant influence or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the Group disposes of only part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to non-controlling interests. When the Group disposes of only part of its investment in an associate or joint venture that includes a foreign operation while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.

When the settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely in the foreseeable future, foreign currency gains and losses arising from such item are considered to form part of a net investment in the foreign operation and are recognised in other comprehensive income, and presented in the translation reserve in equity.

The Group applies hedge accounting to foreign currency differences arising between the functional currency of foreign operation and the Company’s functional currency (Euro).

To the extent that the hedge is effective, foreign currency differences arising on the translation of a financial liability designated as a hedge of a net investment in a foreign operation are recognised in Other comprehensive income (OCI) and accumulated in the translation reserve. Any remaining differences are recognised in profit or loss. When the hedged net investment is disposed of, the relevant amount in the translation reserve is transferred to profit or loss as part of the gain or loss on disposal.

3.4 Cash flow statement

Cash flow statements are prepared using the indirect method. Cash flows from derivative instruments are classified consistently with the nature of the instruments. Dividend income is presented under investing activities.

4 Non IFRS financial measures

4.1 Definitions

For the definitions of non-financial measures we refer to the Glossary. Other than those defined there, we give more clarification as listed below on:

• Adjusted basic earnings per shares (Adjusted basic EPS) is defined as adjusted net income (or adjusted basic earnings) attributable for equity holders divided by average shares outstanding during the period.
• Adjusted diluted earnings per share (Adjusted diluted EPS) is defined as adjusted net income (or adjusted basic earnings) attributable for equity holders divided by average fully diluted shares outstanding during the period.
• Adjusted EBITA is defined as Adjusted EBITDA excluding depreciation and amortisation of other intangible assets.
• Adjusted EBITA margin is defined as adjusted EBITA divided by revenue, and is expressed as a percentage.
• Adjusted EBITDA is defined as EBITDA excluding specific items.
• Adjusted earnings per share is defined as adjusted net income divided by the weighted-average number of basic shares for the period.
• Adjusted net income (or adjusted basic earnings) is defined as adjusted EBITA less adjusted net interest costs, less adjusted tax expenses and share of profit of equity accounted investees (net of tax) and excluding adjusted items in financial results and income taxes.
• Adjusted net interest is defined as net finance cost fair value adjustments (for specific financial instruments) recognised in the Statement of profit or loss.
• Basic earnings per share (Basic EPS) is defined as net result attributable for equity holders divided by average shares outstanding during the period.
• Capital expenditure (Capex ) is defined as investments in property, plant, equipment, software and other intangible assets not related to acquisitions and excludes right-of-use assets.
• Diluted earnings per share (Diluted EPS) is defined as net result attributable for equity holders divided by average fully diluted shares outstanding during the period.
• EBITA is defined as profit/(loss) from operating activities excluding amortisation of acquisition related intangibles and impairment of goodwill.
• EBITDA is defined as profit/(loss) from operating activities excluding depreciation, amortisation and impairment of goodwill.
• Effective tax rate (ETR) is calculated as minus one times income tax expense divided by the profit before tax of the Group.
• Incremental Borrowing Rate is defined as the rate of interest a lessee would have to pay to borrow over a similar term, and with similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment.
• Leverage ratio is defined as total net debt (on "last twelve months" (LTM) average FX rates) divided by the adjusted EBITDA excluding IFRS16, proforma contribution for acquisitions and full year run-rate synergies related to acquisitions and other Senior Facility Agreement (SFA) adjustments such as the addback of LTM LTIP, Share deferral plan (SDP) accruals.
• Net debt is defined as the net of the cash and cash equivalents excluding cash on behalf of customers and gross value of the third party indebtedness.
• Net finance costs is defined as financial results excluding foreign exchange (FX) gains/losses.
• Other working capital in the Statement of financial position is defined as the total of Other receivables, Prepayments and Other payables.
• Specific items are income and expense items that, based on their significance in size or nature, should be separately presented to provide further understanding about the financial performance. Specific items include Transaction costs, Integration and transformation costs, rollover share-based payments and income/expenses related to disposal of assets. Specific items are not of an operational nature and do not represent the core operating results.
• Trade working capital in the Statement of cash flows is defined as the total of Trade receivables, Work in progress, Trade payables and Deferred income.
• Underlying is defined as current and prior period at constant currency and, if applicable, including proforma figures for acquisition(s).
• Working capital (WC) in the Statement of cash flows is defined as the total of the trade working capital, other working capital and net current tax.

Our 2021 results

This section presents the notes related to items in the income statement (except for depreciation, amortisation and impairment of goodwill, leases, financial results and taxes) and disclosure of operating segments. If applicable, relevant notes on balance sheet items, which also relate to items in the income statement, are also presented in this section. A detailed description of the results for the year is provided in the financial performance section in the Management Board report.

PerformanceFull year revenue in EUR million571Basic EPSin EUR0.72

5 Covid-19 impact

The Group has been working under our Business Continuity Plan since the outbreak of Covid-19. As a result of continued investments in the IT infrastructure our employees were mostly working from home at the peak providing uninterrupted service to our clients. The impact of Covid-19 on revenue and adjusted EBITA margin in 2021 was not material. As a result of the recurring nature of the revenue and long-term client contracts, the existing business remains resilient and productivity of our employees continues to be at pre-Covid level. Productivity however was materially impacted in the Netherlands by remediation efforts and in The Netherlands and Luxembourg by elevated employee attrition following the first Covid-19 wave(s). Management has performed a scenario analysis and stress test for at least the next 13 months after the publication date of these financial statements. The outcome is that management believes it can continue as a going concern and will stay within its banking covenants during that period. One-off Covid-19 related costs incurred for the year ending 31 December 2021 (EUR 0.8 million) mainly related to IT costs, staff accommodation, office preparation costs and others. On top of that 2 jurisdictions received governmental grants added up to EUR 0.2 million. An assessment was performed of potential valuation adjustment for our asset base, that might be required as a result of the possible impact of Covid-19 on our future profitability and cash flow generation but no impairment was recognised in 2021.

6 Operating segments

6.1 Basis for revenue recognition and segmentation

Revenue is recognized by the Group following the five-step model in IFRS 15, consisting of 1. identification of the contract; 2. identification of the performance obligations in the contract; 3. determination of the transaction price; 4. allocation of the transaction price to performance obligations in the contract, and 5. recognition of revenue.

Revenue is measured based on the consideration specified in a contract with a customer. Revenue is measured at the consideration received or receivable, excluding components as discounts, rebates and sales taxes or duty. The Group generally does not have any significant contracts where the period between the transfer of the promised services to customer and the payment by the customer, as contractually agreed, exceeds one year. The Group minimizes the revenue collection and credit risk by advanced billings for which the revenue recognition is deferred until the delivery of the services. When the Group acts in the capacity of an agent rather than as the principal in a transaction, the revenue recognised is the net amount of commission made by the Group.

Fixed fee revenue generally relates to agreed services for which up-front price agreements are in place and these services are often billed in advance in part or in full. Time based revenue are provided on a time spent basis as per the applicable hourly rates agreed in the contract. Time based revenue is accrued on the work in progress position and periodically invoiced to the client.

Fixed fee revenue is recognized over time for services that the customer benefits from during the period when services are rendered or upon the point in time when a distinct performance obligation is satisfied. Time based revenue is recognized over time at the contractual rates for the time spent where only chargeable and recoverable hours are recorded as revenue.

The Management Board is the Chief Operating Decision Maker of the Group (CODM). The responsibility of the Management Board is to assess performance and to make resource allocation decisions across the Group.

The analysis of the business is organised and managed from a geographical perspective.

Intertrust reports on three segments consisting of the following jurisdictions:

• Western Europe: Belgium, France, Germany, Italy, Luxembourg, Netherlands and Switzerland.
• America s: Bahamas, Brazil, BVI, Canada, Cayman Islands, Curacao, India Fund Services and the United States of America.
• Rest of the World: Asia Pacific (Australia, China, Hong Kong, India excluding US Fund Services (from Q4 2020), Japan, Singapore and New Zealand); Northern and Southern Europe (Cyprus, Denmark, Finland, Greece (from Q2 2021), Guernsey, Ireland, Jersey, Norway, Spain, Sweden and the United Kingdom) and Middle-East (the United Arab Emirates ).

All operating segments are regarded as reportable segments due to their size/importance for the overall understanding of the geographical business. They are reported in a manner consistent with the internal reporting provided to and used by the Management Board.

The Management Board evaluates the performance of its segments based on Revenue and Adjusted EBITA (“segment Revenue” and “segment Adjusted EBITA”). Management considers that such information is the most relevant in evaluating the results of the respective segments.

The reconciliation of EBITDA to Adjusted EBITA is included in Note 6.3.

The individual Adjusted EBITA by operating segment excludes the allocation of Group HQ and IT costs, which is subsequently deducted from the total.

Profit/(loss) before income tax is not used to measure the performance of the individual segment as items like amortisation of intangibles (except for software) and net finance costs are not allocated to individual segments.

Consistent with the aforementioned reasoning, segment assets/liabilities are not reviewed regularly on a segment basis by management and are therefore not included in the IFRS segment reporting.

6.2 Information about reportable segments

(EUR 000)	2021		2020
	Revenue	% 1	Revenue	%
Western Europe	221,758	39%	232,760	41%
Rest of the World	214,075	37%	197,224	35%
Americas	135,462	24%	134,485	24%
Segment Revenue	571,295	100%	564,469	100%

1. Revenue % is calculated from non-rounded figures.

(EUR 000)	2021		2020
	Adjusted EBITA	% 1	Adjusted EBITA	%
Western Europe	100,319	59%	116,533	63%
Rest of the World	89,998	53%	81,462	44%
Americas	61,892	36%	72,089	39%
Group HQ and IT costs2	(82,397)	-49%	(84,964)	-46%
Segment Adjusted EBITA	169,812	100%	185,120	100%

1. Adjusted EBITA % is calculated from non-rounded figures.
2. Group HQ and IT costs are not allocated to the operating segments.

6.3 Reconciliation of reportable segments to profit before income tax

(EUR 000)	Note	2021	2020
EBITDA		180,849	192,917
Integration and transformation costs1	9	11,273	16,230
Share-based payment upon IPO, integration	8	2,104	4,291
Transaction costs	9	4,707	2,022
Other operating expenses		21	246
Adjusted EBITDA		198,954	215,706
Depreciation and amortisation of other intangible assets	18	(29,142)	(30,586)
Adjusted EBITA		169,812	185,120

1. Balance consists of integration and transformation costs 2021: EUR 6,466 thousand (2020: EUR 6,441 thousand) and other expenses 2021: EUR 4,807 thousand (2020: EUR 9,789 thousand)

(EUR 000)	Note	2021	2020
Adjusted EBITA reportable segments		169,812	185,120
Share-based payment upon IPO, integration	8	(2,104)	(4,291)
Transaction costs	9	(4,707)	(2,022)
Integration and transformation costs	9	(11,273)	(16,230)
Other operating expenses	9	(21)	(246)
Amortisation of acquisition-related intangibles and impairment of goodwill	18	(49,189)	(73,205)
Financial result	22	(14,549)	(53,332)
Profit before income tax		87,969	35,794

6.4 Entity-wide disclosures

Other than these operating segments, Intertrust reports revenues on service line basis. The following service lines are distinguished:

• Corporates: The Group assist clients with the incorporation, management and administration of legal entities for their corporate, investment and finance transactions.
• Funds: The Group provides services covering the incorporation and administration of funds, including private equity funds, real estate funds, hedge funds and venture capital.
• Capital Market s: The Group provides trustee and agency services in capital markets transactions plus incorporation and management of securitisation and structured finance transactions for issuers and originators.
• Private Wealth: The Group offers fund, trust and foundation establishment plus administration for entrepreneurs, family offices and high net worth individuals.

Revenue per service line as at 31 December 2021 are as follows.

(EUR 000)	2021		2020
Corporate services	186,360	33%	187,754	33%
Funds services	253,987	44%	247,548	44%
Capital markets	70,873	12%	66,461	12%
Private wealth	56,967	10%	59,286	10%
Other	3,108	1%	3,420	1%
Group	571,295	100%	564,469	100%

There is no single customer amounting to 10% or more of the Group’s revenues.

7 Staff expenses

(EUR 000)	Note	2021	2020
Salaries and wages		(212,934)	(212,666)
Social security contributions		(18,950)	(18,631)
Pensions and benefits		(11,459)	(11,003)
Share-based payment long term incentives	8	(3,666)	(4,943)
Share-based payment upon IPO and integration	8	(2,104)	(4,291)
Other personnel expenses		(42,865)	(33,306)
Staff expenses		(291,978)	(284,840)

Pensions and benefits includes defined contributions of EUR 10,617 thousand (2020: EUR 10,337 thousand) and defined benefits amounting to an expense of EUR 843 thousand (2020: expense of EUR 666 thousand).

Staff expenses included specific items for share based payments. In 2021, the majority of the specific items for share based payments was relating to the Viteos Rollover Share Plan of EUR 2,104 thousand (2020: EUR 4,135 thousand) as a result of the Viteos acquisition in June 2019.

The number of FTEs at year end amounts to 4,175 (2020: 4,076). Average number of FTEs in 2021 amounts to 4,072 (2020: 3,866).

The other personnel expenses increased with EUR 9.6 million, of which large part is attributable to the remediation effort in the Netherlands.

8 Share-based payment arrangements

The Company operates equity-settled share-based payment arrangements, under which services are received from Management Board members and eligible employees.

The total amount to be expensed for services received is determined by reference to the award date fair value of the share-based payment awards made, including the impact of any non-vesting conditions and market conditions.

Service conditions and non-market performance conditions are taken into account in the number of awards expected to vest. The fair value determined at the award date is expensed on a straight-line basis over the vesting period, based on the Company’s estimate of the number of awards that will eventually vest, with a corresponding credit to equity.

At each reporting date, the Company revises its estimates of the number of awards that are expected to vest. The impact of the revision of original estimates, if any, is recognised in the income statement for the period.

The employer social security contributions payable in connection with an award made is considered an integral part of the award, and the charge is treated as a cash-settled share-based payment transaction.

8.1 Description of share-based payment arrangements

The Company has implemented and granted awards to members of the Management Board and selected eligible employees under the following equity-settled share-based payment plans which are still outstanding as at 31 December 2021:

a) Long-Term Incentive Plan for employees awarded in 2017 and 2018 (LTIP 3-4);

b) Long-Term Incentive Plan for Executive Committee (LTIP 5-6);
c) Employee Share Deferral Plan (SDP 1-2-3 and ExCo SDP 2021);
d) Performance Share Plan (PSP 1-2-3 and ExCo PSP 2021); and
e) Viteos Rollover Share Plan (VRS).

As referred to in the 2015 Remuneration Policy (replaced in 2019), the LTIP was implemented in the first half year of 2016. Conditional performance shares were awarded to members of the Management Board and eligible members of senior management on 1 April 2017 (LTIP 3) and 1 April 2018 (LTIP 4) and are still outstanding as at 31 December 2021 and 31 December 2020.

Performance shares were awarded on an annual basis and vested on the third anniversary of the award date subject to (i) the participant remaining in continuous employment during the vesting period and (ii) the Group meeting the pre-determined performance criteria.

For LTIP 3-4, an adjusted Earnings per Share (adjusted EPS) growth performance target applied. Subject to meeting the service condition, the number of LTIP Shares that vests was set between 0% (adjusted EPS growth below the threshold) and 150% at grant date. The vesting percentage was allocated linearly between the threshold level and 100% and also from 100% to the maximum level. For the LTIP 3-4 awards, 25% of the awards of the participants were cancelled and on the remaining awards the performance criteria were removed on 12 June 2019. Limited number of exceptions were recognised due to good leavers.

Details of the number of LTIP Shares (LTIP 3-4) awarded and outstanding (at target) are as follows:

In number of shares	2021	2020
Outstanding at the beginning of the year	309,798	443,225
Cancelled during the year	(13,600)	-
Forfeited during the year	(28,924)	(70,302)
Vested during the year	(146,931)	(63,125)
Outstanding at the end of the year	120,343	309,798

Participants are not entitled to receive dividends during the vesting period. As dividends are expected during the vesting period, the fair value at award date of the performance shares is equal to the share price at award date less the discounted value of expected dividends. The fair value of the LTIP Shares awarded in 2021 and 2020 are presented under b), c), d) and e).

The Management Board's LTIP awards outstanding and movements during the financial year are disclosed in Note 33.2.

For the members of the Executive Committee, awards were given in LTIP 5 (2019) and LTIP 6 (2020). Their awards vest on each anniversary of the award date for 3 years. In each year one-third of the total award will vest on the condition of (i) continuous employment of the participant during the vesting period and (ii) the Group meeting the predetermined financial performance criteria over the first year the award is given. There were 40,238 shares awarded on 1 April 2019, of which 7,738 shares forfeited and, based on the performance of the Company, one-third of 95% of 32,500 remaining number of LTIP 5 awards vested on 1 April 2020. On 1 April 2021 8,761 shares vested and the remaining part will vest on 1 April 2022. For LTIP6 , 72,865 shares were awarded on 1 April 2020. Based on the performance of the Company no LTIP6 awards will vest and all shares were forfeited.
The rate was defined by the Remuneration Committee and approved by the Supervisory Board in February 2021.

Details of the number of LTIP Shares (LTIP 5 and LTIP 6) awarded and outstanding (at target) are as follows:

In number of shares	2021	2020
Outstanding at the beginning of the year	78,394	32,500
Awarded during the year	-	72,865
Cancelled during the year	(60,994)	(1,625)
Forfeited during the year	(566)	(15,059)
Vested during the year	(8,761)	(10,287)
Outstanding at the end of the year	8,073	78,394

Participants are not entitled to receive dividends during the vesting period. As dividends are expected during the vesting period, the fair value of the performance shares at award date is equal to the share price at award date less the discounted value of expected dividends.

As continuance of the Long-Term Incentive Plan, the SDP awards were implemented during the first half year of 2019. Awards were granted to eligible employees on 1 April 2019, 1 April 2020 and 1 April 2021. In 2021 the members of the Executive Committee received two LTIP grants as they transitioned to a forward looking incentive model in line with the Management Board. They received a backward looking grant in the SDP for their performance over 2020 and a PSP grant for 2021 in line with transitioning to a forward looking incentive model.

Performance shares are awarded on an annual basis and vest on each anniversary of the award date for 3 years. In each year 1/3 of the total award will vest subject to the participant remaining in continued employment during the vesting period. Participants are not entitled to receive dividends during the vesting period. As dividends are expected during the vesting period, the fair value of the shares at award date is equal to the share price at award date less the discounted value of expected dividends. The fair value of the SDP shares awarded in 2021 was EUR 13,56 per share.

Details of the number of SDP awards granted and outstanding (at target) are as follows:

In number of shares	2021	2020
Outstanding at the beginning of the year	515,625	234,648
Awarded during the year	422,646	416,607
Forfeited during the year	(117,851)	(62,177)
Vested during the year	(183,658)	(73,453)
Outstanding at the end of the year	636,762	515,625

The Management Board was granted awards under a new plan on 29 November 2019, called the Performance Share Plan (‘PSP’). On the same basis new awards were granted by the Supervisory Board on 1 April 2020 and on 1 April 2021 to the actual members of the Management Board at the time of the granting. The estimate regarding performance criteria at year end 2021 is set at a level of 50% for PSP 1, 100% for PSP 2 and 100% for PSP 3 and ExCo PSP 2021 to estimate the number of the awards at the moment of vesting.

The members of the Executive Committee received grants under the same plan and transitioned with this action to the same remuneration policy for the long-term service plan. Except the holding period, the same criteria are applicable to them as to the members of the Management Board.

A PSP award consists of an award of conditional performance shares that become unconditional at the end of a three-year performance period. It is subject to achieving predetermined targets based on Absolute Total Shareholder Return (Absolute TSR) with 70% weighting, Underlying Revenue Growth with 30% weighting and to continued employment. The number of conditional performance shares that vest after three years may vary between 0% and 200% of the number of conditionally awarded shares. The shares will vest for 100% upon attainment of a compounded annual growth rate for Absolute TSR between 7% and 11% over the three-year performance period. The Supervisory Board adjusted the Threshold target and broadened the At target range for the 2020-2023 cycle, based upon probability analysis of vesting, the Maximum target was unchanged from the 2019-2022 cycle. For the LTI cycle 2021-2024 the following targets apply:

Absolute TSR (compounded annual growth)	Vesting
Below threshold < 2%	0%
Threshold 2%	50%
At target 7%-11%	100%
Maximum >= 16%	200%

The vesting percentage is allocated linearly between the threshold, at target and maximum levels, based on the principles set out in the Remuneration Policy and will be a number between 0% and 150% (CFO) and 200% (CEO) of the number of performance shares awarded, as set out above. The estimate regarding performance criteria at year end 2021 is set at a level of 50% for PSP 1, 100% for PSP 2 and 100% for PSP 3 including ExCo PSP 2021 to estimate the number of the awards at the moment of vesting.

Shares acquired at the end of the performance period by members of the Management Board are required to be held for a further period of two years in accordance with the best-practice provisions of the Dutch Corporate Governance Code, except for the LTIP and SDP shares that can be sold to cover income taxes due. LTIP and PSP awards to members of the Management Board are made at the discretion of the Supervisory Board in accordance with the Remuneration Policy.

Details of the number of PSP awards granted and outstanding (at target) are as follows:

In number of shares	2021	2020
Outstanding at the beginning of the year	110,822	74,604
Awarded during the year	153,148	75,723
Forfeited during the year	(7,967)	(39,505)
Outstanding at the end of the year	256,003	110,822

CEO, Shankar Iyer, was awarded 42,492 shares for the year 2021, based upon an award price of EUR 14.12. CFO, Rogier van Wijk, was awarded 18,590 shares for the year 2021 on the same award price basis. Both Management Board members are entitled to dividends on the basis of their PSP awards during the vesting period, which was taken into account in the valuation.

The Management Board's awards outstanding and movements during the financial year are disclosed in Note 33.2.

At the time of the Viteos acquisition in 2019, management of Viteos received shares of the Company which are restricted to hold for three years after the acquisition, each year 1/3 of that will be released from restrictions. As the shares require continued employment of the participants, the shares are accounted as share based payments in line with IFRS2. Fair value of these shares is EUR 17.41. Participants are entitled to dividends during the vesting period which was taken into account in the valuation.

Details of the number of VRS shares given and outstanding are as follows:

In number of shares	2021	2020
Outstanding at the beginning of the year	374,110	561,150
Awarded during the year	-	-
Forfeited during the year	-	-
Vested during the year	(191,383)	(187,040)
Outstanding at the end of the year	182,727	374,110

In the event that CSC or a Dutch company controlled by it makes a recommended all-cash public offer for all issued and outstanding shares in the capital of Intertrust and declares this offer unconditional, an accelerated vesting is triggered.

All performance incentive shares that are unvested on settlement date, will vest upon settlement at the maximum pay-out, and lead to a cash amount equal to the consideration per tendered share payable to the participants, subject to employment.

All shares, that have no performance criteria, and are unvested on settlement date, will vest upon settlement at 100% pay-out, and lead to a cash amount equal to the consideration per tendered share payable to the participants, subject to employment. The shares of the participants under the VRS will be released from lock-up arrangements at settlement date.

From its cash available resources and debt financing, CSC will be able to fund the acquisition of the shares under the offer as announced in the press release of 6 December 2021.

8.2 Expenses recognised during the period

The equity-settled share-based payment expenses recognised during the period, per plan and in total are as follows:

(EUR 000)	2021	2020
Long Term Incentive (excluding integration cost)	(3,666)	(4,943)
Long Term Incentive - integration cost	(2,104)	(4,291)
Total	(5,770)	(9,234)

The Group did not recognise expenses for employer social security contributions payable as changed its accounting policy to account for the liability at the time of vesting. The impact of the accounting policy change is not material to the group. All accrued remaining social securities after 1 April 2021 vesting date were reversed and accounted for in the Statement of profit or loss.

9 Other operating expenses

(EUR 000)	2021	2020
IT expenses	(33,244)	(33,523)
Professional fees	(15,224)	(13,016)
Integration and transformation costs including restructuring provision expenses	(6,466)	(6,441)
Transaction costs	(4,707)	(2,022)
Recruitment costs	(4,205)	(3,287)
Provisions expenses excluding restructuring provision expenses	(4,170)	(1,977)
Marketing and sales expenses	(3,666)	(3,534)
Insurance	(2,705)	(2,122)
Travelling	(1,164)	(2,090)
Other expenses	(10,698)	(8,971)1
Other operating expenses	(86,249)	(76,983)

1. Impairment losses on financial assest included here in 2020 is separately disclosed in Note 12

Other operating expenses increased by EUR 9.2 million year-on-year, mainly due to higher provisions, professional fees and transaction costs. Provisions also include costs associated with the CIMA case and legal and compliance cases from other jurisdictions. The increase of professional fees is mainly attributable to the increased remediation effort in Cayman. Transaction cost include costs associated with the preparations for the CSC offer.

10 Earnings per share

	2021	2020
Earnings per share
Basic earnings per share (euro)	0.72	0.23
Diluted earnings per share (euro)	0.71	0.23

10.1 Basic earnings per share

The calculation of basic earnings per share is based on the following profit attributable to ordinary shareholders and weighted-average number of ordinary shares outstanding.

(EUR 000)	2021	2020
Profit attributable to ordinary shareholders
Profit for the period, attributable to the owners of the Company	65,273	20,805
Profit/(loss) attributable to ordinary shareholders	65,273	20,805
In number of shares
Weighted-average number of ordinary shares (basic)
Outstanding ordinary shares at 1 January	90,198,016	90,055,506
Effect of distribution of treasury shares for vested shares and share buyback	155,394	107,077
Weighted-average number of ordinary shares at 31 December (basic)	90,353,410	90,162,583

10.2 Diluted earnings per share

The calculation of diluted earnings per share has been based on the following profit attributable to ordinary shareholders and weighted-average number of ordinary shares outstanding after adjustment for the effects of all dilutive potential ordinary shares.

(EUR 000)	2021	2020
Profit attributable to ordinary shareholders
Profit for the period, attributable to Ordinary shareholders	65,273	20,805
Profit/(loss) attributable to ordinary shareholders	65,273	20,805
In number of shares
Weighted-average number of ordinary shares (diluted)
Weighted-average number of ordinary shares (basic)	90,353,410	90,162,583
Effect of share-based payment on issue	1,095,584	1,027,448
Weighted-average number of ordinary shares at 31 December (diluted)	91,448,994	91,190,031

10.3 Adjusted net income per share

The Group calculates the Adjusted net income for 2021 to be EUR 117.7 million (2020: EUR 132.1 million). Adjusted net income is defined as Adjusted EBITA (2021: EUR 169.8 million, 2020: EUR 185.1 million), less adjusted net interest costs of EUR 35.2 million (2020: EUR 38.7 million), less adjusted tax costs of EUR 16.8 million (2020: EUR 14.3 million).

Based on this Adjusted net income and taking the weighted-average number of basic shares for the year of 90,353,410 (2020: 90,162,583), the adjusted net income per share is EUR 1.30 (2020: EUR 1.47).

Working capital

The notes in this section specify items that form part of Group's working capital.

PerformanceWorking Capital as % of revenue7.1%Capital employed in EUR million 1,839

11 Work in progress

Work in progress represents the net unbilled amount expected to be collected from clients for work performed to date. It is measured at the chargeable rate agreed with the individual clients less progress billed.

12 Trade receivables

Trade receivables are initially recognised at transaction price, and subsequently measured at amortised cost (if the time value is material), using the effective interest method, less provision for impairment. For trade receivables and contract assets, the Group applies a simplified approach in calculating Expected Credit Loss (ECLs). Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment. The amount of the provision is the difference between the asset’s carrying amount and the amount calculated by the expected credit loss model. The model calculates the default loss percentage adjusted for forward looking information. The carrying amount of the asset is reduced through the use of an allowance account and the amount of the loss is recognised in the income statement within ‘Other operating expenses”. When a trade receivable is uncollectable, it is written off against the allowance account for trade receivables. Subsequent recoveries of amounts previously written off are credited against “Other operating expenses” in the income statement.

The ageing analysis of trade receivables net of the allowances is as follows:

(EUR 000)	31.12.2021
	Gross receivables	Allowance for trade receivables	Net receivables
Not yet due	50,001	(386)	49,615
Past due 1-90 days	37,714	(704)	37,010
Past due 91-180 days	10,508	(706)	9,802
Past due 181-360 days	13,566	(2,223)	11,343
Past due more than 360 days	8,549	(4,456)	4,093
Total	120,338	(8,475)	111,863

	31.12.2020
	Gross receivables	Allowance for trade receivables	Net receivables
Not yet due	44,351	(326)	44,025
Past due 1-90 days	29,666	(568)	29,098
Past due 91-180 days	10,225	(671)	9,554
Past due 181-360 days	10,747	(2,040)	8,707
Past due more than 360 days	6,894	(4,065)	2,829
Total	101,883	(7,670)	94,213

The movements in the allowances in respect of trade receivables during the period were as follows:

(EUR 000)
Balance at 01 January 2020	(7,656)
Losses recognised in P&L	(5,592)
Amounts written off during the year	1,477
Unused amounts reversed	3,778
Effect of movements in exchange rates	323
Balance at 31 December 2020	(7,670)
Balance at 01 January 2021	(7,670)
Losses recognised in P&L	(3,718)
Amounts written off during the year	1,260
Unused amounts reversed	2,021
Effect of movements in exchange rates	(368)
Balance at 31 December 2021	(8,475)

The impairment losses and unused amounts reversed during the period are recognised as per below. The write-back of specific allowances included below, mostly occur as those accounts are written off afterwards. For credit risk refer to Note 23.1.

(EUR 000)	2021	2020
Impairment losses on financial assets	(3,681)	(3,839)
Impairment losses on financial assets	(3,681)	(3,839)

Trade accounts receivable include amounts denominated in the following major currencies:

(EUR 000)	31.12.2021	31.12.2020
EUR	51,473	41,984
USD	40,225	35,175
GBP	12,756	10,927
Other	7,409	6,127
Total	111,863	94,213

13 Deferred income

Deferred income represents fixed fees invoiced to customers mainly in November-December for the next year(s). This early invoicing drives higher trade receivables and deferred income at the end of the period, with the deferred income released in the following year. In some cases the fees are invoiced in advance for the complete life of the structures resulting in non-current deferred income. The expected reversal of the balance of deferred income is shown in the following table:

(EUR 000)	31.12.2021	31.12.2020
To be released within one year	49,764	66,028
To be released between one and five years	4,008	3,058
To be released later than five years	158	1,151
Total	53,930	70,237
Balance at 31 December
Total current	49,764	66,028
Total non-current	4,166	4,209

14 Other receivables and other payables

14.1 Other receivables

(EUR 000)	31.12.2021	31.12.2020
Accrued income	29,281	19,395
Due from customers	6,877	5,052
VAT and other tax receivables	4,931	4,461
Others	2,369	1,874
Other receivables	43,458	30,782

Accrued income is primarily driven by chargeable hours for time spent.

Due from customers relates to receivables from clients for disbursements and expenses where payments were made on behalf of the customers.

There is no material credit risk nor impairment in the Other receivables.

14.2 Other payables

(EUR 000)	Note	31.12.2021	31.12.2020
Accrued expenses for short term employee benefits		34,143	32,252
Accrued expenses		18,048	19,624
Due to customers		12,816	4,625
VAT and other tax payables		10,310	12,060
Liabilities for cash held on behalf of clients	19	8,122	30,125
Others		769	758
Other payables		84,208	99,444

Accrued expenses for short-term employee benefits includes mainly bonus accruals, social charges and holiday allowances.

Liabilities for cash held on behalf of clients relates to advances from clients for future fees, unapplied cash received from clients and disbursements invoiced in advance.

Investments

The notes in this section specify the group’s non-current assets including investments made during the year either through separate asset acquisitions or business combinations and related impact on the Consolidated statement of proft or loss.

PerformanceCapital expenditure (Capex) in EUR million excluding Right-of-use Assets (RoA)17.2IFRS16 impact on total assets in EUR million as at 31 December 2021104.5Acquisition related intangiblesin EUR million1,609

15 Acquisition of subsidiaries

Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is transferred to the Group. The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognised in profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities.
The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognised in profit or loss. Any contingent consideration payable is measured at fair value at the acquisition date. If the contingent consideration is classified as equity, then it is not remeasured and settlement is accounted for within equity. Otherwise, subsequent changes are recognised in the profit or loss.

Cost technique is a valuation model which considers market prices for similar items when they are available, and depreciated replacement costs when appropriate. Depreciated replacement costs reflects adjustments for physical deterioration as well as functional and economic obsolescence.
Relief-from-royalty method considers the discounted estimated royalty payments that are expected to be voided as a result of the software being owned.
Multi-period excess earning method considers the present value of net cash flows expected to be generated by the customer relationships, by excluding any cash flows related to contributory assets.
Income method determines the fair value based on the estimated selling price in the ordinary course of business less the estimated costs of completion and sale, and a reasonable profit margin based on the effort required to complete and sell services.

Changes in the Group’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.

Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.

When the Group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any related non-controlling interests and other components of equity. Any resulting gain or loss is recognised in profit or loss. Any interest retained in the former subsidiary is measured at fair value when control is lost.

15.1 Expanding Intertrust’s global footprint

In 2021 the Group had no acquisitions that qualified as business combinations under IFRS3.

On 21 January 2020, the Group acquired Round Hill Capital's legal and corporate administration services business.

On 1 September 2020, the Group acquired the client portfolio of Van Doorn AG, a Swiss corporate management and private wealth services company based in Zug.

On 1 October 2020, the Group acquired the corporate services business of Sameer Mittal & Associates a leading provider based in India.

All acquisitions incurred in 2020 have no material impact individually or cumulative on the Company’s financial positions or results and accounting of these transactions are in accordance with IFRS3. All together the acquisitions resulted in an addition of acquisition related intangibles and goodwill amounting to EUR 6.8 million, EUR 2.8 million cash outflow, EUR 3.7 million estimated accrual for future payments and EUR 0.3 million classified under other type of assets and liabilities. In accordance with IFRS3 no further information is disclosed.

16 Property, plant and equipment

Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses.
Cost includes expenditure that is directly attributable to the acquisition of the asset and all costs directly attributable to bringing the asset to working condition for its intended use. Such cost includes the cost of replacing part of the plant and equipment and borrowing cost, if the recognition criteria are met. When significant parts of property, plant and equipment are required to be replaced in intervals, the Group recognises such parts as individual assets with specific useful lives and depreciation, respectively. All other repair and maintenance costs are recognised in profit or loss as incurred.
Regarding right-of-use assets, at inception of a contract, the Group assesses whether a contract conveys the right to control the use of an identified asset for a period in exchange for consideration, in which case it is classified as a lease. The Group recognises a right-of-use asset and a lease liability at the lease commencement date. These assets are mostly relating to real estate and fleet.
Right-of-use assets are measured at cost comprising the following:
• the amount of the initial measurement of lease liability;
• any lease payments made at or before the commencement date less any lease incentives received;
• any initial direct costs, and
• estimated restoration costs.

The cost of lease liabilities is determined with reference to the median credit rating of the peers of Intertrust N.V. adjusted by a one notch up, given that leases are backed by collateral and therefore should reflect an estimated credit rating on secured debt, in line with the methodology used to calculate the Incremental Borrowing Rate (IBR) applicable for the Group's leases.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the useful life of the right-of-use asset, considered to be indicated by the strategic lease term assessed by management. The right-of-use asset is periodically adjusted for certain remeasurements of the lease liability and impairment losses (if any).
A sublease is a transaction for which an underlying asset is re-leased by Intertrust (‘intermediate lessor’) to its customers, and the lease (‘head lease’) between the head lessor and Intertrust remains in effect. An intermediate lessor shall classify the sublease as a finance lease or an operating lease as follows:

(a) if the head lease is a short-term lease that the entity, as a lessee, has accounted for using the practical expedient, the sublease is classified as an operating lease.

(b) otherwise, the sublease is classified by reference to the right-of-use asset arising from the head lease, rather than by reference to the underlying asset.

Depreciation for any other property, plant and equipment is calculated to write off the cost of property, plant and equipment less their residual values on a straight-line basis over their expected useful lives as follows:

Leasehold improvements 5 to 15 years – not exceeding the remaining lease terms;
Equipment & motor vehicles 3 to 10 years;
IT equipment 3 to 5 years.
An item of property, plant and equipment and any significant part initially recognised, is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the profit or loss when the asset is derecognised.

The assets’ residual values, useful lives and methods of depreciation are reviewed at each financial period end, and adjusted prospectively, if appropriate.

The movements of all tangible assets are as follows:

(EUR 000)	Leasehold improvements	Equipment & motor vehicles	IT equipment	Right-of-use assets	Total
Cost	16,078	6,346	17,620	108,498	148,542
Accumulated depreciation and impairment losses	(8,490)	(4,216)	(11,249)	(16,874)	(40,829)
Balance at 1 January 2020	7,588	2,130	6,371	91,624	107,713
Business combinations, incoming entities	-	5	1	-	6
Additions	5,801	440	1,640	8,251	16,132
Disposals	(11)	(21)	(69)	(2,447)	(2,548)
Depreciation of the period	(2,549)	(597)	(2,547)	(19,235)	(24,928)
Effect of movements in exchange rates	(257)	(60)	(302)	(3,660)	(4,279)
Movements in 2020	2,984	(233)	(1,277)	(17,091)	(15,617)
Cost	21,055	6,621	20,792	108,781	157,249
Accumulated depreciation and impairment losses	(10,483)	(4,724)	(15,698)	(34,248)	(65,153)
Balance at 31 December 2020	10,572	1,897	5,094	74,533	92,096
Balance at 1 January 2021	10,572	1,897	5,094	74,533	92,096
Business combinations, incoming entities	-	-	-	-	-
Additions	4,269	2,118	1,273	31,238	38,898
Disposals	170	(50)	(5)	(2,126)	(2,011)
Depreciation of the period	(2,773)	(583)	(2,230)	(17,182)	(22,768)
Effect of movements in exchange rates	228	85	172	3,619	4,104
Movements in 2021	1,894	1,570	(790)	15,549	18,223
Cost	23,510	7,387	22,754	135,329	188,980
Accumulated depreciation and impairment losses	(11,044)	(3,920)	(18,450)	(45,247)	(78,661)
Balance at 31 December 2021	12,466	3,467	4,304	90,082	110,319

No interest costs have been capitalised in property, plant and equipment during 2021 and 2020.

The carrying amounts of right-of-use assets are as follows:

(EUR 000)	31.12.2021	31.12.2020
Buildings right-of-use asset
Cost	132,116	105,989
Accumulated depreciation	(44,201)	(33,282)
Carrying amount at 31 December	87,915	72,707

(EUR 000)	31.12.2021	31.12.2020
Fleet right-of-use asset
Cost	1,818	1,853
Accumulated depreciation	(570)	(772)
Carrying amount at 31 December	1,248	1,081

(EUR 000)	31.12.2021	31.12.2020
Other right-of-use asset
Cost	1,396	939
Accumulated depreciation	(477)	(193)
Carrying amount at 31 December	919	745

17 Intangible assets and goodwill

Goodwill that arises on the acquisition of subsidiaries is presented with intangible assets. For the measurement of goodwill at initial recognition, see Note 15.

After initial recognition, goodwill is measured at cost less accumulated impairment losses. In respect of equity-accounted investees, the carrying amount of goodwill is included in the carrying amount of the investment, and any impairment loss is allocated to the carrying amount of the equity-accounted investee as a whole.

Intangible assets that are acquired separately by the Group and have finite useful lives are measured at cost less accumulated amortisation and accumulated impairment losses. The Group does not have intangible assets with indefinite useful lives.

Amortisation is recognised in profit or loss on a straight-line basis over their estimated useful lives from the date that they are available for use. The amortisation expense is recognised in the consolidated statement of profit and loss in the "Amortisation of acquisition-related intangible assets” caption. The estimated useful lives are as follows:

• Other intangible assets 1 to 5 years;

• Acquisition related software 5 years;

• Brand nam e 20 years;

• Customer relationships 3 to17 years.

Amortisation methods, estimated useful lives and residual value, are reviewed at each reporting date and adjusted if appropriate, with the effect of any changes in estimate being accounted for on a prospective basis.

Intangible assets acquired in a business combination and recognised separately from goodwill are initially recognised at their fair value at the acquisition date (which is regarded as their cost).

Subsequent to initial recognition, intangible assets acquired in a business combination are measured at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.

The movements of the intangible assets and goodwill are as follows:

(EUR 000)	Goodwill	Brand name	Customer relationships	Acquisition related software	Other intangible assets	Total
Cost	1,195,235	33,949	727,351	14,689	52,023	2,023,247
Accumulated depreciation and impairment losses	-	(11,459)	(229,180)	(1,574)	(34,469)	(276,682)
Balance at 1 January 2020	1,195,235	22,490	498,171	13,115	17,554	1,746,565
Business combinations, incoming entities	4,854	-	1,994	-	-	6,848
Additions	-	-	-	-	10,547	10,547
Amortisation of the period	-	(1,682)	(44,634)	(2,889)	(5,658)	(54,863)
Impairment losses	(24,000)	-	-	-	-	(24,000)
Disposal	-	-	-	-	(132)	(132)
Effect of movements in exchange rates	(50,290)	(680)	(18,930)	(908)	(140)	(70,948)
Movements in 2020	(69,436)	(2,362)	(61,570)	(3,797)	4,617	(132,548)
Cost	1,149,554	32,867	702,247	13,448	62,008	1,960,124
Accumulated depreciation and impairment losses	(23,755)	(12,739)	(265,646)	(4,130)	(39,837)	(346,107)
Balance at 31 December 2020	1,125,799	20,128	436,601	9,318	22,171	1,614,017
Business combinations, incoming entities	-	-	-	-	-	-
Additions	-	-	-	-	9,556	9,556
Amortisation of the period	-	(1,669)	(44,731)	(2,790)	(6,374)	(55,564)
Impairment losses	-	-	-	-	-	-
Disposal	-	-	-	-	-	-
Effect of movements in exchange rates	47,856	616	17,558	653	196	66,879
Movements in 2021	47,856	(1,053)	(27,173)	(2,137)	3,378	20,871
Cost	1,199,043	33,915	729,243	14,570	70,692	2,047,463
Accumulated depreciation and impairment losses	(25,388)	(14,840)	(319,813)	(7,390)	(45,143)	(412,574)
Balance at 31 December 2021	1,173,655	19,075	409,430	7,180	25,549	1,634,889

During the year, the Group invested in other intangible assets for an amount of EUR 9,556 thousand (2020: EUR 10,547 thousand).

At 31 December 2021 an amount of EUR nil (2020: EUR 281 thousand) remains payable on the balance sheet.

The brand name and logo “Intertrust” is a registered trade name (or in the process of registration) for all countries in which the Company has operational activities or may expand in the near future. The remaining useful life on average is 11 years as at 31 December 2021.
The customer relationship is the Company’s client portfolio acquired and has an average remaining useful life of 9 years as at 31 December 2021.
The acquisition related software is the Company’s software acquired during the Viteos acquisition and a remaining useful life of 2.5 years as at 31 December 2021.

17.1 Impairment testing for cash-generating units containing goodwill

The carrying amounts of the Group’s non-financial assets, other than work in progress, current and deferred tax assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.

Goodwill is tested annually for impairment. An impairment loss is recognised if the carrying amount of an asset or cash-generating unit (CGU) exceeds its recoverable amount.

The recoverable amount of an asset or CGU is the greater of its fair value less cost of disposal or value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a post-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.

For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Goodwill acquired in a business combination is allocated to groups of CGUs that are expected to benefit from the synergies of the combination.

Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the CGU (group of CGUs), and then to reduce the carrying amounts of the other assets in the CGU (group of CGUs) on a pro rata basis.

An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

For the purpose of impairment testing, goodwill is allocated to the Group’s operating divisions. That is not the same as our reportable segments disclosed under Note 6. In some cases the Group identified its cash-generating units for goodwill at one level below that of a reportable operating segment. Cash flows at this level are substantially independent from the other cash flows and this is the lowest level at which goodwill is monitored by the Executive Commitee.

The aggregate carrying amounts of goodwill allocated to each CGU are as follows:

(EUR 000)	Balance at 01 January 2021	Business combinations	Movements exchange rates	Impairment	Balance at 31 December 2021
CGU Netherlands	304,756	-	2,854	-	307,610
CGU Luxembourg	166,591	-	2,185	-	168,776
CGU Americas excluding US Fund Services	229,807	-	19,165	-	248,972
CGU Jersey	169,116	-	12,098	-	181,214
CGU US Fund Services	82,849	-	6,913	-	89,762
CGU Rest of the World excluding Jersey	172,680	-	4,641	-	177,321
Total	1,125,799	-	47,856	-	1,173,655

(EUR 000)	Balance at 01 January 2020	Business combinations	Movements exchange rates	Impairment	Balance at 31 December 2020
CGU Netherlands	307,914	-	(3,158)	-	304,756
CGU Luxembourg	165,813	3,195	(2,417)	-	166,591
CGU Americas excluding US Fund Services	251,009	-	(21,202)	-	229,807
CGU Jersey	204,453	-	(11,337)	(24,000)	169,116
CGU US Fund Services	90,497	-	(7,648)	-	82,849
CGU Rest of the World excluding Jersey	175,549	1,659	(4,528)	-	172,680
Total	1,195,235	4,854	(50,290)	(24,000)	1,125,799

The recoverable amount of goodwill has been determined for the six cash generating units as at 31 December 2021 and at 31 December 2020. For each of the CGUs, the recoverable amount is individually at least equal and higher than its carrying amount.

CGUs Netherlands has a recoverable value that approximates the carrying value leaving EUR 7 million headroom.
CGU Netherlands recoverable value decreased in 2021 due to revised business outlook and increase in WACC.
CGU Jersey has slightly increased its headroom after we have recognized an impairment in 2020 due to improved business performance. CGU Jersey recognized an impairment loss of EUR 24.0 million as at 30 June 2020, reducing the carrying amount of the goodwill to EUR 169.1 million as at 31 December 2020. The main indicator for this impairment loss in CGU Jersey was the decrease of revenue in the Private Wealth and Corporate Services service lines.

The year 1 cash flow projections are based on detailed financial budget, the years 2 and 3 on detailed outlook and the years 4 and 5 on estimates, prepared by management for each cash generating unit based on expectation of future outcomes taking into account past experience. The revenue growth rate assumed beyond the initial 5-year period is between 0.0% - 2.2% (2020: 0.0% - 1.6%), that has been based on the expected long term inflation rate. The pre-tax discount rate applied is detailed further below.

The values assigned to the key assumptions used in the calculations are as follows for the years 4 to 5:

• Market growth: between 1.0% to 7.4%;
• Annual Margin Evolution: Improvement 2.1% - 8.1%.

Other key assumptions used in the calculations are:

• CGU Netherlands: terminal growth rate 0.0% and discount rate 8.7% (year end 2020: 0.0% and 8.5% respectively);
• CGU Luxembourg: terminal growth rate 0.0% and discount rate 8.7% (year end 2020: 0.0% and 8.5% respectively);
• CGU Americas excluding US Fund Services: terminal growth rate 2.1% and discount rate 9.9% (year end 2020: 1.6% and 9.7% respectively);
• CGU US Fund Services: terminal growth rate 2.2% and discount rate 12.9% (year 2020: 1.6% and 12.0% respectively);
• CGU Rest of World excluding Jersey: terminal growth rate 0.0% and discount rate 9.0% (year end 2020: 0.0% and 8.8% respectively);
• CGU Jersey: terminal growth rate 1.2% and discount rate 8.7% (year end 2020: 0.7% and 8.5% respectively).

The changes in discount rates and terminal value growth rates are mainly driven by external economic factors.

Discount rates represent a pre-tax measure that reflect management’s estimate of the time value of money and the risks specific to each unit that are not already reflected in the cash flows. In determining appropriate discount rates for each unit, regard has been given to the industry average Weighted Average Cost of Capital (WACC). The WACC takes into account both debt, lease and equity since the implementation of IFRS16 from 1 January 2019. The cost of equity is derived from the expected return on investment by the Group’s investors. The cost of debt is determined by adding a debt risk premium to the risk-free bond rate with a maturity of 20 years. CGU-specific risk is incorporated by applying industry beta factors that are evaluated annually based on publicly available market data.

Key assumptions used in determination of fair value less cost of disposal (FV)

On 6 December 2021 CSC and Intertrust have reached conditional agreement on a recommended all-cash public offer for all issued and outstanding shares in the capital of Intertrust at an offer price of EUR 20.00 (cum dividend) per Share, with anticipated settlement in 12 months and without significant cost for The Group. This offer is considered to represent the FV exceeding the carrying value. The FV has been allocated to the CGUs using forecasted long term and terminal EBITA contribution of each CGU in line with discounted cash flow projections as discussed above.

Management believes that any reasonably possible change in the key assumptions on which the recoverable amount is based would not cause the aggregate carrying amount to exceed the recoverable amount of the CGUs.

For CGU Netherlands the headroom is EUR 7 million. Given the limited headroom an increase in WACC of 12 bps reduces the recoverable amount to the carrying value. Since terminal growth rate for CGU NL is set at nil a generic market decline may trigger an impairment. A change of 10 bps in terminal growth corresponds to EUR 5 million value change.

For CGU Jersey the headroom is EUR 51 million. An increase of WACC for 97 bps reduces the recoverable amount to the carrying value. A decrease of terminal growth for 150 bps reduces the recoverable amount to the carrying value. A change in terminal growth of 10 bps corresponds to EUR 4 million value change.

18 Depreciation, amortisation and impairment of goodwill

(EUR 000)	Note	2021	2020
Amortisation of acquisition-related intangible assets	17	(49,189)	(49,205)
Impairment of goodwill	17.1	-	(24,000)
Amortisation of other intangible assets	17	(6,374)	(5,658)
Depreciation of property, plant and equipment	16	(22,768)	(24,928)
Depreciation, amortisation and impairment of goodwill		(78,331)	(103,791)

Financing, financial risk management and financial instruments

This section includes notes related to financing items such as equity and borrowings as well as financial risk management and financial instruments. Related items such as earnings per share calculation as well as financial income and expenses, are included in this section.

PerformanceNet debt in EUR million 774.5Leverage ratio3.75x

19 Cash and cash equivalents

Cash and cash equivalents comprise cash balances in bank accounts, cash on hand and cash in short-term deposits with maturities of three months or less.

(EUR 000)	31.12.2021	31.12.2020
Bank balances	134,329	138,685
Short term deposits	1,684	2,618
Cash on hand	9	8
Total	136,022	141,311
Of which:
Cash attributable to the Company	127,900	111,186
Cash held on behalf of clients	8,122	30,125
Total	136,022	141,311

Bank balances includes cash in current and call accounts and exclude a cash pool balance of (EUR 17,446 thousand) classified under Loans and borrowings. See Note 20. The net of cash attributable to the Company and the cash pool balance amounted to EUR 110,454 thousand as at 31 December 2021 (EUR 104,855 thousand as at 31 December 2020).

Cash held on behalf of clients with Intertrust's own bank accounts is driven by funds to pay government fees on their behalf, intellectual property activity and other advances. Intertrust is exposed to the credit risk associated with the cash and is entitled to all income accruing. Hence, Intertrus recognise the cash as an asset and a corresponding liability in “Other payables – liabilities for cash held on behalf of clients”.

20 Loans and borrowings

This note provides information about the contractual terms of the Group’s interest-bearing loans and borrowings, which are measured at amortised cost. For more information about the Group’s exposure to interest rate, foreign currency and liquidity risk refer to Note 23.3.

For more information about the embedded derivative, the early-repayment option relating to our senior notes, please refer to Note 21.1.

The Group has fully refinanced its debt under the 2015 and 2016 Senior Facilities Agreement in November 2018 by the issuance of EUR 500 million senior notes (maturing in November 2025), a USD 200 million term loan, a GBP 100 million term loan and a EUR 150 million undrawn Revolving Credit Facility (all maturing in November 2023).

In 2019 due to the acquisitions, the Group entered into an agreement of USD 150 million term loan (maturing in June 2022).

In 2020 the Revolving Credit Facility was fully repaid. As per 31 December 2021, an amount of EUR 3 million was used for the issuance of bank guarantees.

In 2021 the Group has amended the Senior Facilities Agreement in order to replace the reference to GBP Libor by Sonia, with effective date 30 September 2021. The Group has also included the mechanics to switch the USD Libor to a new reference rate, which will become effective at a later point in time. The impact of the replacement is not deemed material.

The financing arrangements are on an unsecured basis.

Under the facilities agreement there is a requirement to ensure that the leverage ratio in respect of any relevant period on or after 31 December 2018 shall not exceed 4.50x.

For the year ended 31 December 2021 the covenant was met with a headroom of 16.7% (Ratio: 3.75x) (2020: 23.4%, ratio: 3.83x).

The 2018 Senior Facilities Agreement is guaranteed by the Company, Intertrust Group BV, Intertrust (Netherlands) B.V., Intertrust Administrative Services B.V., Intertrust Management B.V., Intertrust Corporate Services (Cayman) Limited, Intertrust SPV (Cayman) Limited, Intertrust Fiduciary Services (Jersey) Limited, Intertrust International Management Limited and Intertrust Corporate and Fund Services LLC.

The 2018 Senior Facilities Agreement includes certain restrictions on, among other things, our ability to pay dividends and make other restricted payments (such as payments in relation to share buybacks). The table below indicates the restrictions to dividends and share buybacks:

Pro forma leverage	Maximum annual dividend / share buyback
> 4.50x	5.00% of Market Capitalisation
3.50x – 4.50x	7.50% of Market Capitalisation
< 3.50x	Unrestricted

20.1 Terms and debt movement schedule

Terms and conditions of outstanding loans were as follows:

(EUR 000)
Debt arrangement	Currency	Year of maturity	Initial interest rate		Repayment	31.12.2021	31.12.2020
Principal value
Senior Notes	EUR	2025	3.375%		Bullet	500,000	500,000
Facility A1	USD	2023	Libor + 2.25%	a)	Bullet	176,584	162,986
Facility A2	GBP	2023	Sonia + 2.25%	a)	Bullet	119,008	111,231
Facility A3	USD	2022	Libor + 1.9%	a)	Bullet	88,292	122,239
Revolving credit facility	Multicurrency	2023	Libor + 1.85% + Utilisation Fee	a)	Revolving	-	-
Negative balances in Cashpool	Multicurrency					17,446	6,331
						901,330	902,787
Financing costs						(3,712)	(6,346)
Early redemption valuation adjustment						1,082	1,082
Total debt						898,700	897,523
Total current						108,058	8,847
Total non-current						790,642	888,676

(a) If the Sonia/Libor rates are below 0%, the rate is 0%. The margin can change depending on leverage ratio.

The schedule below shows the movements of the loans and borrowings during the period:

(EUR 000)
Balance at 01 January 2020	Principal value	1,025,012
Draw down facilities		10,000
Repayments		(99,923)1
Effect of exchange rate		(32,302)
Balance at 31 December 2020	Principal value	902,787
Balance at 01 January 2020	Financing costs	(9,057)
Capitalised financing costs		109
Amortised financing costs		2,855
Effect of exchange rate		(1)
Accrued Interest and commitment fees		(252)
Balance at 31 December 2020	Financing costs	(6,346)
Balance at 01 January 2020	Early redemption valuation adjustment	1,082
Valuation adjustment2		-
Balance at 31 December 2020	Early redemption valuation adjustment	1,082
Balance at 31 December 2020	Net	897,523
Balance at 01 January 2021	Principal value	902,787
Draw down facilities		12,023
Repayments		(41,910)
Effect of exchange rate		28,430
Balance at 31 December 2021	Principal value	901,330
Balance at 01 January 2021	Financing costs	(6,346)
Capitalised financing costs		-
Amortised financing costs		2,830
Effect of exchange rate		-
Accrued Interest and commitment fees		(196)
Balance at 31 December 2021	Financing costs	(3,712)
Balance at 01 January 2021	Early redemption valuation adjustment	1,082
Valuation adjustment2		-
Balance at 31 December 2021	Early redemption valuation adjustment	1,082
Balance at 31 December 2021	Net	898,700

1. This repayment is included in the "Repayment of loans and borrowings banks" line in the Consolidated statement of cash flows.
2. The early redemption option was at initial recognition recognised on fair value. At inception, the adjustment was made and parallel the Group recognised a financial other asset (option) which was subsequently valued at FVTPL.

21 Other financial assets and other financial liabilities

On initial recognition, a financial asset is classified as measured at amortised cost, FVOCI - debt instrument, FVOCI - equity instrument or fair value through profit or loss (FVTPL). Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

The Group initially recognises loans and receivables and deposits on the date that they are originated. All other financial assets (including assets designated at fair value through profit or loss) are recognised initially on the trade date, which is the date that the Group becomes a party to the contractual provisions of the instrument.

The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in such transferred financial asset that is created or retained by the Group is recognised as a separate asset or liability.

Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously.

The Group's financial assets at amortised cost include trade receivables, other receivables, other current finacial assets and cash and cash equivalents. Such assets are recognised initially at fair value plus any directly attributable transaction costs. These assets are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced by expected credit losses using both specific estimations and generic models that include forward information. Interest income, foreign exchange gains and losses and impairment are recognised in profit or loss if any. Any gain or loss on derecognition is recognised in profit or loss.

Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value with net changes in fair value recognised in the statement of profit or loss. The Group's FVPL include early redemption option which is categorised under other financial assets.

FVOCI financial assets are non-derivative financial assets that are held to collect and sell, or are not classified in any of the above categories of financial assets. FVOCI financial assets are recognised initially at fair value plus any directly attributable transaction costs.
These assets are subsequently measured at fair value. Dividends are recognised as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognised in OCI and are never reclassified to profit or loss if equity instruments or reclassed to profit or loss in case of debt instruments.
When investments in equity instruments do not have a quoted market price in an active market and its fair value cannot be reliably measured, they are measured at cost.
FVOCI financial assets comprise equity shares.

Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognised in profit or loss. Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss.

The Group derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire. The Group also derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognised at fair value.

On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognised in profit or loss.

The Group classifies non-derivative financial liabilities into the other financial liabilities category. Such financial liabilities are recognised initially at fair value less any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortised cost using the effective interest method. Other financial liabilities comprise loans and borrowings and trade and other payables.

The Group initially recognises debt securities issued and subordinated liabilities on the date that they are originated. All other financial liabilities (including liabilities designated at fair value through profit or loss) are recognised initially on the trade date, which is the date that the Group becomes a party to the contractual provisions of the instrument.

The Group holds derivative financial instruments to hedge its interest rate risk exposures. Other than the hedges, when the Group issued senior notes with an early redemption option, the initial value of the option is accounted for and a new derivative financial asset is recognised at fair value. The asset is defined as embedded derivative of the senior notes.

Subsequently the financial liability is amortised through profit and loss as a financial cost adjustment. The financial asset is measured subsequently as FVTPL.
Derivatives are initially recognised at fair value; any directly attributable transaction costs are recognised in profit or loss as they are incurred. Subsequent to initial recognition, derivatives are measured at fair value and the accounting for the changes therein depend on whether the derivative is designated as a hedging instrument or not.
The Group applies the following with regard to the embedded derivatives in the hybrid contract (e.g. early redemption option relating to the senior notes). Embedded derivatives are separated from the host contract and accounted for separately if the host contract is not a financial asset and the following criteria are met:
• the economic characteristics and risk of the embedded derivative are not closely related to the economic characteristics and risks of the host contract;
• a separate instrument with the same terms as the embedded derivative would meet the definition of a derivate; and
• the hybrid contract is not measured at fair value with changes in fair value recognised in profit or loss.

If an embedded derivative is separated from the hybrid contract, the host contract is accounted for in accordance with the determined policies for such a contract. The embedded derivative is accounted for in accordance with the Group’s principles for the applicable derivatives.

When a derivative is designated as a cash flow hedging instrument, the effective portion of changes in fair value of the derivative is recognised in other comprehensive income and accumulated in the hedging reserve. Any ineffective portion of changes in the fair value of the derivative is recognised immediately in profit or loss.
The amount accumulated in equity is retained in other comprehensive income and reclassified to profit or loss in the same period or periods during which the hedged item affects profit or loss.

If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated or exercised, or the designation is revoked, then hedge accounting is discontinued prospectively. If the forecasted transaction is no longer expected to occur, then the amount accumulated in equity is reclassified to profit or loss.

When a derivative financial instrument is not designated in a hedge relationship that qualifies for hedge accounting, all changes in its fair value are recognised immediately in profit or loss.

The lease liabilities are financial liabilities measured at amortised cost. They are initially measured at the present value of outstanding lease payments, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the group’s incremental borrowing rate. Generally, the group uses its incremental borrowing rate ("IBR") as the discount rate. The lease liability is measured at amortised cost using the effective interest method and is remeasured when there is a change in future lease payments arising from a change in an index or rate or if the group changes its assessment of whether it will exercise a purchase, extension or termination option. A corresponding adjustment is made to the carrying amount of the right-of-use asset with any excess over the carrying amount of the asset being recognised in profit or loss. The group has elected not to recognise right-of-use assets and lease liabilities for short-term leases (leases with a term of 12 months or less) and leases of low-value assets (EUR 5,000), including IT equipment. The group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:
• fixed payments (including in-substance fixed payments), less any lease incentives receivable;
• variable lease payments that are based on an index or a rate;
• the exercise price of a purchase option if the lessee is reasonably certain to exercise that option, and
• payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.

Financial assets not classified at fair value through profit or loss, including an interest in an equity-accounted investee, are assessed at each reporting date to determine whether there is objective evidence of impairment. A financial asset is impaired if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset, and that loss event(s) had an impact on the estimated future cash flows of that asset that can be estimated reliably.

Objective evidence that financial assets are impaired includes default or delinquency by a debtor, restructuring of an amount due to the Group on terms that the Group would not consider otherwise, indications that a debtor or issuer will enter bankruptcy, adverse changes in the payment status of borrowers or issuers, economic conditions that correlate with defaults or the disappearance of an active market for a security. In addition, for an investment in an equity security, a significant or prolonged decline in its fair value below its cost is objective evidence of impairment.

The Group considers evidence of impairment for financial assets measured at amortised cost (loans and receivables) at both a specific asset and collective level. All individually significant assets are assessed for specific impairment. Those found not to be specifically impaired are then collectively assessed for any impairment that has been incurred but not yet identified.
Assets that are not individually significant are collectively assessed for impairment by grouping together assets with similar risk characteristics.
In assessing collective impairment, the Group uses historical trends of the probability of default, the timing of recoveries and the amount of loss incurred, adjusted for management’s judgement as to whether current economic and credit conditions are such that the actual losses are likely to be greater or less than suggested by historical trends.

An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate. Losses are recognised in profit or loss and reflected in an allowance account against loans and receivables. Interest on the impaired asset continues to be recognised. When an event occurring after the impairment was recognised causes the amount of impairment loss.

Impairment losses on FVOCI financial assets are recognised by reclassifying the losses accumulated in the fair value reserve in equity to profit or loss. The cumulative loss that is reclassified from equity to profit or loss is the difference between the acquisition cost, net of any principal repayment and amortisation, and the current fair value, less any impairment loss recognised previously in profit or loss. Changes in cumulative impairment losses attributable to application of the effective interest method are reflected as a component of interest income.

If, in a subsequent period, the fair value of an impaired FVOCI debt security increases and the increase can be related objectively to an event occurring after the impairment loss was recognised, then the impairment loss is reversed, with the amount of the reversal recognised in profit or loss. However, any subsequent recovery in the fair value of an impaired FVOCI equity security is recognised to decrease, the decrease in impairment loss is reversed through profit or loss.

21.1 Other financial assets

(EUR 000)	31.12.2021	31.12.2020
Financial instruments at FVTPL
Early redemption option	30,163	10,384
Total financial instruments at FVTPL	30,163	10,384
Financial instruments at FVOCI
Unquoted equity shares	590	324
Forwards1	147	128
Total financial instruments at FVOCI	737	452
Financial assets at amortised cost
Lease assets	14,944	14,775
Loans and receivables	275	157
Bank guarantees	661	736
Guarantee deposits	6,287	5,028
Total financial assets at amortised cost	22,167	20,696
Total other financial assets	53,067	31,532
Total current	2,385	1,704
Total non-current	50,682	29,828

1. Relates to the derivatives designated as a cash flow hedging instrument. See Note 23.2

The Group entered into currency forward contracts in USD. The forwards are fair valued through other comprehensive income. The portion of the movement in valuation due to hedge ineffectiveness, and gains and losses upon cash settlement are recognised in the profit and loss statement in the financial statement line item to which the forward relates. Neither on the other comprehensive income, nor on the profit and loss statement the impact is material. See details in Other financial liabilities.

On 14 November 2018, the Group issued senior notes which contain an early redemption option. The option is fair valued through the profit or loss. Initially recognised at the value of EUR 1,082 thousand in November 2018. The fair value adjustment was recognised as a profit amounting to EUR 19,779 thousand (2020: loss of EUR 13,139 thousand). See further details on refinancing in Note 20. The significant increase in the value is caused by the reduction of long-term interest rates and credit risk margins in the market. The bond is trading at 101.8 per the end of December 2021, which has increased the value of the call option compared to the end of 2020.

Subleases are disclosed under current and non-current financial assets. For more details, please see Note 16.

An amount of EUR 1,448 thousand (2021: EUR 1,394 thousand) relating to the lease assets which are capitalised under IFRS16 is included in the statement of cash flows in net cash from/(used in) investing activities while the lease liability payments are included in the net cash from/(used in) financing activities. In our Annual Report, the sublease income related to lease payments was offset by the lease liability payments under the net cash from/(used in) financing activities and it amounted to EUR 1,498 thousand (2020: EUR 1,463 thousand).

Includes guarantee deposits mainly for rent and utility contracts held in banks or non-financial institutions. These funds are restricted.

Valued at FVOCI and includes participations in non-consolidated companies and special purpose companies for EUR 45 thousand (2020: EUR 61 thousand), shelf companies for EUR 545 thousand (2020: EUR 263 thousand), deposits for EUR 622 thousand (2020: EUR 374 thousand) and the financial lease assets as at 31 December 2021 amounting to EUR 922 thousand (2020: EUR 812 thousand).

None of the “Other financial assets” are past due or impaired.

21.2 Other financial liabilities

(EUR 000)	31.12.2021	31.12.2020
Fair value -Hedging instruments
Interest rate swaps - cash flow hedge liabilities	3,391	7,944
Total fair value - hedging instruments	3,391	7,944
Financial liabilities at FVTPL
Forwards	-	-
Total financial liabilities at fair value	-	-
Financial instruments at FVOCI
Forwards	-	2
Total financial instruments at FVOCI	-	2
Financial liabilities at amortised cost
Lease liability	109,796	88,607
Other financial liabilities	3,231	5,009
Total financial liabilities at amortised cost	113,027	93,616
Total other financial liabilities	116,418	101,562
Total current	19,622	17,753
Total non-current	96,796	83,809

Areas that require use of judgement and estimates that are significant to the financial statements are as described below. Some leases of office buildings contain extension options exercisable by the Group. Where practicable, the Group seeks to include extension options in new leases to provide operational flexibility. The extension options held are exercisable only by the Group and not by the lessors. The Group assesses whether it is reasonably certain to exercise the options at lease commencement and subsequently, if there is a change in circumstances within its control. Such assessment involves management judgement and estimate based on information at the time the assessments are made.

Another significant estimate is the weighted average lessee's incremental borrowing rate ("IBR") applied to the lease liabilities which also derives the value of the right-of-use assets. At 31 December 2021, the average IBR was 2.7% (2020: 3.5%). On a lessor perspective in our subleases at 31 December 2021 the IBR was 4.0% (2020: 4.0%).

Cash flow hedges include interest rate swaps to cover part of the fluctuations on the floating interest on the USD and GBP debt. Cash flow hedges relating to the previous financing (EUR, GBP and USD debt) were settled in 2018 and the Group entered into new cash flow hedges in 2018 for the floating rate debt denominated in USD and GBP. Those hedges are still in place as at 31 December 2021. See further details on refinancing in Note 20.

The USD and GBP hedges were assessed to be effective at inception and throughout our reporting periods in 2021. The balance sheet position is presented in the liabilities amounting to EUR 3,389 thousand (2020: EUR 7,944 thousand).

The Group’s lease liabilities are recognised in accordance with IFRS16. See further details under Note 16. The movement in leases comprise cash outflow of EUR 15,946 thousand (2020: EUR 18,539 thousand), new leases of EUR 29,110 thousand (2020: EUR 5,803 thousand) and currency translation adjustment of EUR 4,494 thousand (2020: EUR 4,296 thousand).

The maturity analysis of lease liabilities is disclosed in Note 23.3.

Other financial liabilities contains deferred earn-out estimates on acquisitions. See further details in Note 15. The total amount of deferred earn-out estimates as at 31 December 2021 in other financial liabilities (current and non-current) was EUR 3,231 thousand (2020: EUR 5,009 thousand).

22 Financial results

Finance income comprises interest income on loans, leases and receivables, fair value gains on financial assets at fair value through profit or loss and gains on the remeasurement to fair value of any pre-existing interest in an acquiree. Interest income on loans and receivables is recognised as it accrues in profit or loss, using the effective interest method.

Finance costs comprise interest expenses on loans, leases, payables and borrowings, unwinding of the discount on provisions and contingent consideration, fair value losses on financial assets at fair value through profit and loss, gains and losses on hedging instruments that are recognised in profit or loss and reclassifications of amounts previously recognised in other comprehensive income.

Transaction costs that are directly attributable to the acquisition or issuance of a financial instrument at amortised cost are capitalised to the associate instrument and amortised to the profit or loss over the contractual term using the effective interest method.

Foreign currency gains and losses are reported on a net basis as either finance income or finance cost depending on whether foreign currency movements are in a net gain or loss position.

Hedge ineffectiveness is recognised in profit or loss within the financial income or financial costs.

The early redemption option was at initial recognition recognised at fair value. At inception, the adjustment was made and parallel the Group recognised a financial other asset (option) which was subsequently valued at FVTPL.

(EUR 000)	2021	2020
Net foreign exchange gain	629	-
Interest income on loans and receivables	1,613	1,412
Change in fair value of financial liability	20,174	169
Finance income	22,416	1,581
Interest expense on financial liabilities measured at amortised cost	(35,670)	(38,647)
Change in fair value of financial liability	(76)	(13,194)
Net foreign exchange loss	-	(1,658)
Other financial expense	(1,219)	(1,414)
Finance expense	(36,965)	(54,913)
Financial result	(14,549)	(53,332)

Interest expense on financial liabilities measured at amortised cost included interest on debt of EUR 28,434 thousand (2020: EUR 31,240 thousand). The amortisation of capitalised financing fees was EUR 2,830 thousand (2020: EUR 2,856 thousand). See further details on refinancing in Note 20.

23 Financial instruments

The Group has exposure to the following main risks from its financial instruments: credit risk, market risk (including currency risk and interest rate risk) and liquidity risk.

This note presents information about the Group’s exposure to each of the above risks, the Group’s objectives, policies and processes for measuring and managing risk, and the Group’s capital allocation framework.

Further information about the risk management of the Group is included in the Compliance and Risk Management chapter of this Annual Report.

23.1 Credit risk

Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group is exposed to credit risk primarily for trade receivables and cash at banks. Customer credit risk is managed by each of the Group entities subject to the Group’s policy, procedures and control relating customer credit risk management.

Outstanding customer receivables are monitored and followed up continuously. Specific provisions are made when there is objective evidence that the Group will not be able to collect the debts (indication that the debtor is experiencing significant financial difficulty or default, probability of bankruptcy, problems to contact the clients, disputes with a customer, etc.). Analysis on expected credit losses is done on a case by case basis in line with policies and with the use of generic models that include forward looking elements.

The cash and cash equivalents and interest receivable are held mainly with banks which are rated as investment-grade by the main rating agencies.

The gross carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was as follows:

(EUR 000)	Note	31.12.2021	31.12.2020
Cash and cash equivalents	19	136,022	141,311
Trade receivables	12	111,863	94,213
Other receivables	14	43,458	30,782
Work in progress	11	40,817	35,471
Other financial assets - loans and receivables	21	22,314	20,824
Total		354,474	322,601

The 'Other financial assets' of EUR 590 thousand (2020: EUR 324 thousand) related to the participations in non-controlling entities and shelf companies have not been included in this analysis.

The assets that are exposed to credit risk are held 9.0% by the Netherlands (2020: 10.3%), 13.5% by Luxembourg (2020: 10.5%), 18.9% by Americas (2020: 21.1%), and the remaining 58.6% (2020: 58.1%) by other jurisdictions.

Trade receivables are presented net of expected credit loss provisions and this is considered substantially equal to the fair values.

Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Group expects to receive). As a first step the credit risk is measured and analysed on a local level, analysis on recoverability is done on a case by case basis in line with policies and specific provisions are made as mentioned above. Evidence of historical experience demonstrates that debtors, in all ageing categories, have high recoverability ratios. As a second step, the ECL's are applied on the remaining balance of trade receivables. The Group has applied the simplified approach to measure the expected credit loss and the lifetime expected loss allowance for trade receivables. ECLs are a probability-weighted estimate of credit losses.

The ageing of trade receivables and the provision for trade receivables at reporting date, including movement schedule for the provision for trade receivables, is included in Note 12.

23.2 Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates, will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

The Group’s exposure to the risk of changes in exchange rates relates primarily to the Group’s operating activities (translation risk: when revenue or expense is denominated in a different currency from the Group’s presentation currency). The exposures are mainly with respect to the US dollars (USD) and Pound sterling (GBP). The loans and borrowings of the Group are denominated in GBP and USD, the notes are denominated in EUR. The objective is to partly match the main cash flows generated by the underlying operations of the Group with the debt which provides an economic hedge.

At 31 December 2021, the face value of the USD 200 million loan was EUR 176,585 thousand (2020: EUR 162,986 thousand). This loan was designated as a hedge for the Group's investment in its Cayman subsidiary. The USD 100 million loan is used as a hedge for the intercompany loan provided to its US subsidiaries. The face value of this loan was EUR 88,292 thousand at 31 December 2021 (2020: EUR 122,239 thousand). The USD 200 million loan is designated as net investment hedge. No ineffectiveness was recognised from the net investment hedge.

Similarly to the Cayman investment and the USD denominated bank loans relations, the Company identified an effective relationship between the Jersey investment and its GBP denominated bank loans, therefore the loan is partially designated as a hedge relationship which also mitigates a portion of the foreign currency translation risk arising from the subsidiary's net assets.

As at 31 December 2021, the face value of the GBP designated loan was EUR 119,008 thousand (2020: EUR 111,231 thousand).

The GBP loan is partially designated as a net investment hedge. No ineffectiveness was recognised from the net investment hedge.

To the extent that the hedge is effective, foreign currency differences arising on the translation are recognised in Other comprehensive income (OCI) and accumulated in the translation reserve. At 31 December 2021 this amounted to EUR 18,119 thousand negative (2020: EUR 19,042 thousand positive) consisting of EUR 13,599 thousand negative (2020: EUR 15,918 thousand positive) relating to the USD hedge and EUR 4,520 thousand negative (2020: EUR 3,124 thousand positive) relating to the GBP hedge. See Note 24.4 for translation reserves.

The Group’s investments in other subsidiaries are not hedged.

Some group entities have (underlying) costs and revenues in different currencies (transaction risk). Currency movements can cause FX results or changes in profitability. The most significant (underlying) exposures are being hedged (currency USD-INR risk). At 31 December 2021 these hedges had a fair value of EUR 147 thousand (2020: EUR 126 thousand).

The group has mainly currency exposure in USD and GBP, as presented below:

(EUR 000)	31.12.2021		31.12.2020
	USD	GBP	USD	GBP
Cash and cash equivalents	12,065	1,081	7,163	257
Trade, other receivables and other financial assets	3,863	324	3,119	397
Loans and borrowings	(264,876)	(119,008)	(285,225)	(111,231)
Trade and other payables	(1,504)	(322)	(393)	(511)
Net statement of financial position exposure	(250,452)	(117,925)	(275,336)	(111,088)

The following significant exchange rates have been applied:

	Reporting date spot rate		Average rate
	31.12.2021		2021
USD		1.1326		1.1827
GBP		0.8403		0.8596

	Reporting date spot rate		Average rate
	31.12.2020		2020
USD		1.2271		1.1422
GBP		0.8990		0.8897

(EUR 000)	2021		2021
	Effect in profit or loss		Effect in Equity
	EUR Strengthening	EUR Weakening	EUR Strengthening	EUR Weakening
USD (10% movement)	(4,930)	4,930	22,768	(22,768)
GBP (10% movement)	(3,502)	3,502	10,720	(10,720)

(EUR 000)	2020		2020
	Effect in profit or loss		Effect in Equity
	EUR Strengthening	EUR Weakening	EUR Strengthening	EUR Weakening
USD (10% movement)	(5,676)	5,676	25,031	(25,031)
GBP (10% movement)	(3,146)	3,146	10,099	(10,099)

A 10 percent strengthening of the USD and the GBP against all other currencies at 31 December 2021 would have affected the value of financial assets and liabilities denominated in foreign currency and affected equity and profit or loss by the amounts shown above. This analysis assumes that all other variables, in particular interest rates, remain constant.

The risk relates to the Group’s long-term debt obligations with floating interest rates. To manage this risk, the Company entered into interest rate swaps.

At the reporting date the interest rate profile of the interest bearing financial instrument was:

(EUR 000)	31.12.2021	31.12.2020
	Carrying amount	Carrying amount
Fixed rate instruments
Financial liabilities	(500,000)	(500,000)
Total fixed rate instruments	(500,000)	(500,000)
Variable rate instruments
Financial assets	58,948	50,084
Financial liabilities	(410,901)	(403,869)
Loans and borrowings hedged	147,796	137,108
Total net unhedged variable rate instruments	(204,157)	(216,677)

Financial assets mainly include cash in bank accounts with interest bearing rates.

The GBP and USD interest rate swaps have maturity dates and interest payment dates linked to the senior facilities agreement. The interest rate swaps cover 39% of the floating interest rates on the loans and borrowings. The senior notes have a fixed interest rate.

An increase of 50 basis points in interest rates on loans and borrowings with floating interest rates would have decreased the profit and loss before tax by EUR 1,180 thousand (2020: EUR 1,592 thousand). A decrease of 50 basis points in interest rates on loans and borrowings would have decreased the profit and loss before tax by EUR 325 thousand (2020: EUR 222 thousand increase). The sensitivity of interest to movements in interest rates is calculated on floating rate exposures on debt, net of interest rate swaps. This analysis assumes that all other variables remain constant.

23.3 Liquidity risk

Liquidity risk includes the risk to a shortage of funds and the risk of encountering difficulties in meeting obligations associated with financial liabilities.

The Group entities prepare their own cash flow forecasts and they are centrally consolidated by Group Finance. Group Finance monitors rolling forecasts of the Group’s liquidity requirements, as well as the Group’s actual cash and receivables position to ensure that it has sufficient cash to meet operational needs while maintaining sufficient headroom on its committed borrowing facilities to ensure that the Group does not breach borrowing limits or covenants.

The Group entities keep the amounts required for working capital management and the excess cash is transferred to Group Finance who define the best use of these funds (cancellation of loans, deposits, etc.).

Access to sources of funding is sufficiently available through the revolving credit facility agreement that the Group has with banks (Note 20).

The table below summarises the maturity profile of the Group’s non-derivative financial liabilities and net-settled derivative financial liabilities based on contractual undiscounted payments. This analysis includes estimated interest payments and does not consider voluntary prepayments of bank debt that could be possible following the agreements.

(EUR 000)	Balance at 31 December 2021
	Carrying amounts	Total	Due within 1 year	Due between 1 and 2 years	Due between 2 and 5 years	Due 5 years and more
Loans and borrowings	898,700	969,991	114,821	321,467	533,703	-
Lease liabilities	109,796	122,993	21,842	17,745	37,784	45,623
Trade payables and other payables	100,792	100,792	100,792	-	-	-
Interest rate swaps used for hedging	3,391	3,382	2,215	1,167	-	-
Total	1,112,679	1,197,158	239,670	340,379	571,487	45,623

(EUR 000)	Balance at 31 December 2020
	Carrying amounts	Total	Due within 1 year	Due between 1 and 2 years	Due between 2 and 5 years	Due 5 years and more
Loans and borrowings	897,523	1,002,862	115,942	56,341	830,579	-
Lease liabilities	88,607	102,709	19,063	17,447	31,950	34,249
Trade payables and other payables	114,477	114,477	114,477	-	-	-
Interest rate swaps used for hedging	7,946	7,966	2,807	2,800	2,359	-
Total	1,108,553	1,228,014	252,289	76,588	864,888	34,249

The flows expected for interest rate swaps will affect profit and loss in the same period as they are expected to occur.

If/in the event that a CSC or a Dutch company controlled by it makes a recommended all-cash public offer for all issued and outstanding shares in the capital of Intertrust and declares this offer unconditional , this would trigger a change of control under the financing documentation. For the senior notes, this triggers the requirement to make a change of control offer at 101% of the aggregate principal amount of the senior notes.

From its cash available resources and debt financing, CSC will be able to fund the acquisition of the shares under the offer, the refinancing of Intertrust's existing debt, the settlement of fair value of Intertrust's derivatives, and the payment of fees and expenses related to the offer , as announced in the press release of 6 December 2021.

23.4 Capital allocation framework

Intertrust revised its capital allocation and shareholder distributions framework as announced on 12 February 2021. It is aimed at strengthening the balance sheet, supporting continued growth and optimising returns for shareholders. The approach is guided by the need to invest in growth across the business, whilst ensuring an efficient and strong balance sheet. As such, the Group consider a net financial debt to adjusted EBITDA ratio of around 3.0x to be adequate for our business in the medium term. The Group also expect to continue to invest in our organic growth, including capex which is expected to remain at around 3% of revenue.

The revised dividend policy as determined by the Management Board will be based on an annual pay-out of 20% of adjusted net income, supplemented by additional shareholder returns in the form of share buybacks or special dividend depending on cash surplus and market conditions. On 27 September 2021 Intertrust announced a EUR 100 million share buyback programme, which was suspended on 12 November when the Company announced to be in exclusive discussions with CVC Capital Partners. M&A activity remains an active part of the strategic agenda in the medium term, and all opportunities will be assessed within the confines of a clear set of strategic, operational and financial criteria. For 2021, no dividend will be proposed at the Annual General Meeting following the agreement with CSC.

This new framework recognises the Company’s continued strong cash generation and the importance of dividends for shareholders, while providing greater flexibility in capital allocation to drive underlying growth across the business.

23.5 Fair values of financial assets and liabilities

The fair value of the senior notes is based on fair value from the stock exchange as at 31 December 2021 and reflects the credit risk of the instrument as at the Balance Sheet date.

The fair values of the interest rate swaps and currency forwards are based on broker quotes and are calculated as the present value of the estimated future cash flows based on observable yield curves. Fair values reflect the credit risk of the instrument and include adjustments to take account of the credit risk of the Group entity and counterparty when appropriate. The early redemption option is valued at initial recognition on fair value. The call option within the senior notes represents an embedded derivative that is separated from the host contract and accounted for as a derivative. Fair value is determined as callable bond value equal to the sum of the straight bond value and the call option value. Subsequently the option is valued FVTPL.

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy.

31.12.2021		Carrying amounts					Fair value	Fair value
(EUR 000)	Note	Fair value through profit and loss	Financial assets at amortised cost	Fair value -Hedging instruments	Other financial liabilities	Total	Level 1	Level 2
Financial assets measured at fair value
Early redemption valuation adjustment	21	30,163	-	-	-	30,1631	-	30,163
Total		30,163	-	-	-	30,163	-	30,163
Financial assets not measured at fair value
Loans and receivables	21	-	7,223	-	-	7,223	-	-
Lease assets	21	-	14,944	-	-	14,944	-	-
Unquoted equity shares	21	-	590	-	-	590	-	-
Trade receivables	12	-	111,863	-	-	111,863	-	-
Other receivables	14	-	43,458	-	-	43,458	-	-
Cash and cash equivalents	19	-	136,022	-	-	136,022	-	-
Total		-	314,100	-	-	314,100	-	-
Financial liabilities measured at fair value
Interest rate swaps - cash flow hedge	21	-	-	3,391	-	3,391	-	3,391
Total		-	-	3,391	-	3,391	-	3,391
Financial liabilities not measured at fair value
Lease liabilities		-	109,796	-	-	109,796	-	-
Loans and borrowings	20	-	-	-	898,700	898,700	509,110	372,518
Trade payables		-	-	-	16,584	16,584	-	-
Other payables	14	-	-	-	84,208	84,208	-	-
Total		-	109,796	-	999,492	1,109,288	509,110	372,518

1. Fair value impact on the Statement of Profit or Loss for the full year 2021 was EUR 19,779 thousand profit. For further details in the early redemption option valuation see Note 20.1.

31.12.2020		Carrying amounts					Fair value	Fair value
(EUR 000)	Note	Fair value through profit and loss	Financial assets at amortised cost	Fair value -Hedging instruments	Other financial liabilities	Total	Level 1	Level 2
Financial assets measured at fair value
Early redemption valuation adjustment	21	10,384	-	-	-	10,3841	-	10,384
Total		10,384	-	-	-	10,384	-	10,384
Financial assets not measured at fair value
Loans and receivables	21	-	5,921	-	-	5,921	-	-
Lease assets	21	-	14,775	-	-	14,775	-	-
Unquoted equity shares		-	324	-	-	324	-	-
Trade receivables	12	-	94,213	-	-	94,213	-	-
Other receivables	14	-	30,782	-	-	30,782	-	-
Cash and cash equivalents	19	-	141,311	-	-	141,311	-	-
Total		-	287,326	-	-	287,326	-	-
Financial liabilities measured at fair value
Interest rate swaps - cash flow hedge	21	-	-	7,944	-	7,944	-	7,944
Total		-	-	7,944	-	7,944	-	7,944
Financial liabilities not measured at fair value
Lease liabilities	20	-	88,607	-	-	88,607	-	-
Loans and borrowings		-	-	-	897,523	897,523	512,980	379,505
Trade payables		-	-	-	15,033	15,033	-	-
Other payables	14	-	-	-	99,444	99,444	-	-
Total		-	88,607	-	1,012,000	1,100,607	512,980	379,505

1. Fair value impact on the Statement of Profit or Loss for the full year 2020 was EUR 13,139 thousand loss. For further details in the early redemption option valuation see Note 20.1.

There are level 1 and level 2 fair values. No transfers between levels were applicable in 2021 and 2020. The level 1 fair value at the end of 2021 and 2020 represent the market value of the early redemption option in the senior notes.

24 Capital and reserves

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity, net of any tax effects.

When shares are repurchased, they are recognised as a debit to equity for the amount of the consideration paid, which includes directly attributable costs and is net of any tax effects. Repurchased shares are classified as treasury shares and are presented in the treasury share reserve. When treasury shares are sold or reissued subsequently, the amount received is recognised as an increase in equity, and the resulting surplus or deficit on the transaction is transferred to or from retained earnings.

Dividends are recognised as a liability in the period in which they are declared.

24.1 Share capital

The subscribed capital increased from 31 December 2020 (EUR 54,190 thousand) to EUR 54.334 thousand as at 31 December 2021. On 1 April 2021 Intertrust N.V. issued 240,000 new shares. The total number of shares issued at 31 December 2021 was 90,556,352 (Issued shares as at 31 December 2020: 90,316,352). There was no change in the nominal value per share of EUR 0.60.

24.2 Share premium

At 31 December 2021 the share premium amounts to EUR 630,441 thousand, unchanged compared to 31 December 2020.

24.3 Retained earnings

The retained earnings include accumulated profits and losses, plus remeasurements of defined benefit liability (asset) and equity-settled share-based payments.

Other non-cash items as per cash flow statement mainly includes the equity-settled share based payments of EUR 5,808 thousand (2020: EUR 9,222 thousand).

For 2021, no dividend will be proposed at the Annual General Meeting following the agreement with CSC. See capital allocation framework Note 23.4 for further dividend payment guidance.

After the reporting date, the EUR 65,290 thousand result of the year 2021 is proposed to be added to the retained earnings by the Management Board.

24.4 Reserves

The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations (2021: EUR 60,582 thousand gain, 2020: EUR 60,911 thousand loss) and foreign currency differences arising on the revaluation of financial liabilities designated as a hedge of net investment, to the extent that the hedge is effective (2021: EUR 18,119 thousand loss, 2020: EUR 19,215 thousand gain).

The hedging reserve comprises the effective portion of the cumulative net change in the fair value of hedging instruments used in cash flow hedges pending subsequent recognition in profit or loss as the hedged cash flows affect profit or loss.

The treasury share reserve comprises the costs of the Company’s shares held by the Group. At 31 December 2021 the Group held 528,813 of the Company’s shares (2020: 118,336). The increase is due to share buyback programme that was announced on 27 September 2021. 

25 Non-controlling interests

Non-controlling interests are measured either at their proportionate share of the acquiree’s identifiable net assets or at fair value at the acquisition date. The choice of measurement is made on an acquisition-by-acquisition basis.

The Group has at the end of 2021 the same ownership compared to the end of 2020 in LBL data services B.V. (ownership 50%) which is not material for the Company.

Other disclosures

This section includes the notes on taxes, employee benefits, provisions, commitments and contingent liabilities, remunerations of members of the Management Board and the Supervisory Board, related party transactions and auditor’s remuneration.

PerformanceUnderlying Revenue in % growth year-on-year1.5%Effective Tax Rate­­in %25.8%

26 Income tax expense

Income tax expense comprises current and deferred tax. Current tax and deferred tax is recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income.

Current tax is the expected tax payable or receivable on the taxable income or loss for the period, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for:

• temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss;

• taxable temporary differences arising on the initial recognition of goodwill.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.

A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available, against which they can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. Unrecognised deferred tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

26.1 Income tax recognised in profit or loss

(EUR 000)	2021	2020
Current year	(27,480)	(27,778)
Prior years	313	970
Current tax (expense)/gain	(27,167)	(26,808)
Origination and reversal of temporary differences	4,674	14,943
Impact of enacted tax rate changes on deferred tax position	(780)	(3,534)
Deferred tax leases	285	88
Recognition of previously unrecognised tax losses	-	569
Change in recognised deductible temporary differences	309	(212)
Deferred tax gain/(expense)	4,488	11,854
Income tax (expense)/gain	(22,679)	(14,954)

The Group believes that its accruals for tax liabilities are adequate for all open tax years based on its assessment of many factors, including interpretations of tax law and prior experience.

Intertrust has uncertain tax positions where the outcome is dependent on the discussions with tax authorities and for which the outcome and timing is uncertain. These matters primarily relate to the uncertainty around pricing of intercompany transactions. In addition, there is an ongoing discussion with tax authorities on pricing of internal restructuring completed in prior years. The aggregate amount of these discussions lies in the range to EUR 5 million.

26.2 Tax recognised in other comprehensive income (OCI)

(EUR 000)	2021	2020
Cash flow hedges	(2)	(27)
Defined benefit plan actuarial gains (losses)	(1)	27
Income tax expense recognised in OCI	(3)	-

26.3 Reconciliation of effective tax rate

(EUR 000)	2021		2020
Profit for the year		65,290		20,840
Total income tax expense		(22,679)		(14,954)
Profit before income tax		87,969		35,794
Income tax using the Company's domestic tax rate	25.00%	(21,992)	25.00%	(8,949)
Effect of tax rates in foreign jurisdictions		6,392		7,650
Changes in income tax rates		(780)		(3,534)
Non deductable expenses		(5,149)		(8,146)
Tax exempt income		(273)		294
Change in recognised deductible temporary differences		309		(213)
Recognition of previously unrecognised tax losses		-		569
Current year losses for which no deferred tax has been recognised		(28)		(7)
(Under) over provided in previous years (current and deferred)		69		904
Others		(1,227)		(3,522)
Effective income tax	25.8%	(22,679)	41.8%	(14,954)

Our adjusted net income contains adjusting tax items for an amount of EUR 5.808 thousand benefit, mainly related to the effect of the bond option revaluation recognised in the Statement of Profit or Loss. See Note 27.3 for more details.

27 Deferred tax assets and liabilities

27.1 Unrecognised deferred tax assets

Deferred tax assets have not been recognised in respect of tax losses for EUR 9,896 thousand (2020: EUR 10,917 thousand). Tax losses for an amount of EUR 4,456 thousand (2020: EUR 5,379 thousand) will expire in the next 5 years and EUR 5,440 thousand (2020: EUR 5,538 thousand) do not expire. Deferred tax assets have not been recognised in respect of these items because it is not probable that future taxable profit will be available against which the Group entities can utilise the benefits.

27.2 Recognised deferred tax assets and liabilities

Deferred tax assets and liabilities are attributable to the following:

(EUR 000)	Balance at 31 December 2021		Balance at 31 December 2020
	Deferred tax assets	Deferred tax liabilities	Deferred tax assets	Deferred tax liabilities
Property, plant and equipment	2,168	(19)	1,003	(3)
Intangible assets	65	(69,378)	236	(75,556)
Loans and borrowings	-	(9,738)	-	(5,351)
Other non-current financial assets or liabilities	-	(220)	-	(217)
Employee benefit liabilities	2,181	-	1,877	-
Other items	-	(647)	438	-
Tax loss carry-forwards	7,081	-	5,833	-
Netting impact	(176)	176	(454)	454
Total	11,319	(79,826)	8,933	(80,673)

27.3 Movements in temporary differences during the period

(EUR 000)	Balance at 01 January 2021	Acquired in business combinations	Recognised in profit or loss	Recognised in OCI1	Effect of foreign exchange differences	Balance at 31 December 2021
	Net					Net
Property, plant and equipment	1,000	-	1,063	-	86	2,149
Intangible assets	(75,320)	69	8,000	-	(2,062)	(69,313)
Loans and borrowings	(5,351)	-	(4,387)	-	-	(9,738)
Other non-current financial assets or liabilities	(217)	-	(1)	(2)	-	(220)
Employee benefits liabilities	1,877	-	308	(1)	(3)	2,181
Other items	438	-	(1,209)	-	124	(647)
Tax loss carry-forwards	5,833	-	753	-	495	7,081
Total	(71,740)	69	4,527	(3)	(1,360)	(68,507)

1. Other comprehensive income ("OCI")

(EUR 000)	Balance at 01 January 2020	Acquired in business combinations	Recognised in profit or loss	Recognised in OCI or retained earnings1	Effect of foreign exchange differences	Balance at 31 December 2020
	Net					Net
Property, plant and equipment	1,101	-	(42)	-	(59)	1,000
Intangible assets	(81,901)	(405)	4,769	-	2,217	(75,320)
Loans and borrowings	(9,343)	-	3,992	-	-	(5,351)
Other non-current financial assets or liabilities	(190)	-	-	(27)	-	(217)
Employee benefits liabilities	1,496	-	531	27	(177)	1,877
Other items	532	-	(125)	-	31	438
Tax loss carry-forwards	3,584	-	2,727	-	(478)	5,833
Total	(84,721)	(405)	11,852	-	1,534	(71,740)

1. Other comprehensive income ("OCI")

In 2021 deferred tax expenses included EUR 780 thousand (2020: EUR 3,534 thousand income) due to expected income tax rate changes in jurisdictions where our intangible assets relate to, where the Group amortised our capitalised financing fees and where the Group revaluated our bond option, therefore this income was accounted as adjusting item and excluded from the adjusted net income.

28 Employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.

Obligations for contributions to defined contribution plans are expensed as the related service is provided. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in future payments is available.

The Group’s net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.

The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Group, the recognised asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan.

To calculate the present value of economic benefits, consideration is given to any minimum funding requirements that apply to any plan in the Group. Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognised immediately in other comprehensive income.

The Group determines the net interest expense/(income) on the net defined benefit liability/(asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability/(asset), taking into account any changes in the net defined benefit liability/(asset) during the period as a result of contributions and benefits payments. Net interest expense and other expenses related to defined benefit plans are recognised in profit or loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognised immediately in profit or loss. The Group recognises gains and losses on the settlement of a defined benefit plan when the settlement occurs.

Termination benefits are expensed at the earlier of when the Group can no longer withdraw the offer of those benefits and when the Group recognises costs for a restructuring. If benefits are not expected to be settled wholly within 12 months of the end of the reporting period, then they are discounted.

The Group sponsors defined benefit pension plans in Switzerland. In most other countries, employees are provided with benefits under defined contribution plans. All pension plans comply with local tax and legal restrictions in their respective country, including funding obligations.

The Swiss pension plan is managed by an independent, legally autonomous entity which has the legal structure of a foundation, according to Swiss Federal Law on Occupational Retirement, Survivors and Disability (LPP). All benefits in accordance with the regulations are reinsured in their entirety with an insurance company. The foundation provides benefits on a defined contribution basis. All employees are participants to the plan and are insured against the financial consequences of old age, disability and death. The insurance benefits are subject to regulations, with the LPP specifying the minimum benefits that are to be provided. The employer and employees pay contributions to the pension plan at rates set out in the foundation rules based on a percentage of salary. The amount of the retirement account can be taken by the employee at retirement in the form of pension or capital. The risk of disability, death and longevity are covered by the insurance company. The insurance company invests the vested pension capital and provides a 100% capital and interest guarantee. Even if actuarial and investment risks are covered by an insurance company, this plan is considered under IAS19R as a defined benefit plan because the employer remains exposed to contract termination risks.

The Group has also agreed to provide certain additional post-employment medical benefits to senior employees in Curacao. These benefits are unfunded and the contributions equal the insurance premiums paid.

As of the acquisition of Viteos, the Group accounts for the post-employment benefits in India. The Group operates a defined benefit final salary gratuity plan which is open to new entrants in India. The gratuity benefits payable to the employees are based on the employee’s service and last drawn salary at the time of leaving. The employees do not contribute towards this plan and the full cost of providing these benefits are met by the Group. There are no minimum funding requirements for a gratuity plan in India. The Group has chosen not to fund the gratuity liabilities of the plan but instead carry a provision based on actuarial valuation in its book of accounts. The only regulatory framework which applies to such plans is if the company in India is covered by the Payment of Gratuity Act, 1972 then the affiliate is bound to pay the statutory minimum gratuity as prescribed under this Act. The affiliate is responsible for the overall governance of the plan. Since the plan is unfunded, the governance of the plan is limited to employees being paid gratuity as per the terms of the plan. The Defined benefit plan is based on a final salary defined benefit in nature which is sponsored by the affiliate and hence it underwrites all the risks pertaining to the plan. In particular, there is a risk for the affiliate that any adverse salary growth or demographic experience can result in an increase in cost of providing these benefits to employees in future. Since the benefits are lump sum in nature the plan is not subject to any longevity risks.

The Group expects EUR 529 thousand in contributions to be paid to its defined benefit plans in 2022.

28.1 Amounts recognised in the consolidated statement of financial position

(EUR 000)	31.12.2021	31.12.2020
Net defined liability - Pension	2,837	2,666
Net defined liability - Medical	86	108
Total employee benefits plans	2,923	2,774
Other employee benefit	272	23
Total employee benefits liabilities	3,195	2,797

28.2 Movement in the net defined benefit liability

The following table shows a reconciliation from the opening balance to the closing balance for the net defined benefit liability and its components:

(EUR 000)	2021			2020
	Defined benefit obligation	Fair value of plan assets	Net defined benefit liability	Defined benefit obligation	Fair value of plan assets	Net defined benefit liability
Balance at 01 January	5,249	2,475	2,774	4,806	2,231	2,575
Included in profit or loss
Current service cost	894	-	894	632	-	632
Past service cost	(141)	-	(141)	(47)	-	(47)
Interest cost	90	-	90	62	-	62
Administration costs	-	-	-	19	-	19
Total	843	-	843	666	-	666
Included in OCI
Remeasurements loss/(gain):
- Actuarial loss/(gain) arising from:
- demographic assumptions	221	-	221	-	-	-
- financial assumptions	89	(45)	134	108	94	14
- experience adjustment	(634)	-	(634)	-	-	-
Return on plan assets excluding interest income	(45)	8	(53)	-	4	(4)
Effect of movements in exchange rates	205	153	52	(193)	(37)	(156)
Total	(164)	116	(280)	(85)	61	(146)
Other
Business combination	-	-	-	2	-	2
Contributions paid by the plan participants	608	608	-	613	626	(13)
Contributions paid by the employer	439	458	(19)	-	321	(321)
Benefits paid	(1,299)	(904)	(395)	(753)	(764)	11
Total	(252)	162	(414)	(138)	183	(321)
Balance at 31 December	5,676	2,753	2,923	5,249	2,475	2,774

28.3 Plan assets

The plan assets comprise:

(EUR 000)	31.12.2021	31.12.2020
Insurance contracts	2,750	2,472
Cash	3	3
Total	2,753	2,475

None of the plan assets are quoted on an active market.

28.4 Actuarial assumptions

The principal assumptions used in determining pension and post-employment medical benefit obligations at the reporting date are:

		31.12.2021
	Switzerland	India	Curaçao
Discount rate 31 December	0.20%	6.65%	4.40%
Future salary increases	1.00%	7.00%	-
Medical cost trend rate	-	-	2.00%

		31.12.2020
	Switzerland	India	Curaçao
Discount rate 31 December	0.20%	6.45%	5.00%
Future salary increases	1.00%	7.00%	-
Medical cost trend rate	-	-	2.00%

Longevity is reflected in the defined benefit obligation by using mortality tables of the respective countries in which the plans are located and only applicable in Switzerland.

Expressed in years	31.12.2021
	Switzerland
Longevity at age 65 for current pensioners
- Males	22.6
- Females	24.4
Longevity at age 65 for current members aged 45
- Males	24.9
- Females	26.4

Expressed in years	31.12.2020
	Switzerland
Longevity at age 65 for current pensioners
- Males	22.7
- Females	24.8
Longevity at age 65 for current members aged 45
- Males	24.5
- Females	26.5

The weighted-average duration of the defined benefit obligation was as follows:

Expressed in years	31.12.2021	31.12.2020
Group	12.9	13.2

28.5 Sensitivity analysis

Possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions consistent, would have affected the defined benefit obligation by the amounts shown below:

(EUR 000)	Increase	Decrease
2021
Impact of 1% change in the discount rate	4,632	6,539
Impact of 1% change in the future salary increases	5,689	5,239
Impact of 1% change in the future pension increases	4,346	-
Impact of 1% change in the medical cost trend rate	-	-
Impact of 1 year change in the life expectancy	4,053	3,936
2020
Impact of 1% change in the discount rate	4,356	6,440
Impact of 1% change in the future salary increases	5,483	5,023
Impact of 1% change in the future pension increases	4,509	-
Impact of 1% change in the medical cost trend rate	-	-
Impact of 1 year change in the life expectancy	4,188	4,052

Although the analysis does not take into account the full distribution of cash flows expected under the plan, it does provide an approximation of the sensitivity of the assumptions shown.

All sensitivities are calculated using the same actuarial method as for the disclosed present value of the defined benefit obligations at period end.

29 Provisions

A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the impact of time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as finance cost.

A provision is recognised to cover the costs for legal proceedings or legal requirements, in those cases where a probable outflow of cash is identified.

A provision for restructuring is recognised when the Group has approved a detailed and formal restructuring plan, and the restructuring either has commenced or has been announced publicly. Future operating losses are not provided for.

Other provisions are recognised to cover the probable future outflow of funds that will be needed to settle a current obligation of the Group and that relates to other matters than legal matters, restructuring or onerous contracts mentioned above.

(EUR 000)	Legal matters	Restructuring	Others	Total
Balance at 01 January 2020	155	691	1,215	2,061
Provisions made during the period	75	1,546	2,088	3,709
Provisions reversed during the period	-	(744)	(101)	(845)
Provisions subtotal P&L during the period	75	802	1,987	2,864
Provisions used during the period	(87)	(34)	(52)	(173)
Effect of movements in exchange rates	(7)	(37)	(194)	(238)
Balance at 31 December 2020	136	1,422	2,956	4,514
Current	61	1,422	1,989	3,472
Non-current	75	-	967	1,042
Balance at 31 December 2020	136	1,422	2,956	4,514
Balance at 01 January 2021	136	1,422	2,956	4,514
Provisions made during the period	1,890	518	3,193	5,601
Provisions reversed during the period	-	(293)	-	(293)
Provisions subtotal P&L during the period	1,890	225	3,193	5,308
Provisions used during the period	(237)	(1,193)	(675)	(2,105)
Effect of movements in exchange rates	41	12	308	361
Balance at 31 December 2021	1,830	466	5,782	8,078
Current	1,708	466	5,199	7,373
Non-current	122	-	583	705
Balance at 31 December 2021	1,830	466	5,782	8,078

Provisions for legal matters have been recognised to cover costs related to claims filed against the Company. The timing is subject to the settlement of the court appeal or out of court settlements.

The provisions concern transformation programmes mainly related to staff restructuring.

Provisions for other matters have been recognised to cover costs like contractual lease obligations relating to reinstatement of buildings, regulatory proceedings or requirements; etc. where probable outflow of cash is identified. The provisions made during the period are mainly related to the CIMA case. The timing of cash outflow is subject to the settlement of the court appeal.

30 Leases

In accordance with IFRS 16, the group has recognised right-of-use assets for leases, except for short term and low-value leases, see Note 3 and Note 16 for further information.

30.1 Leases as lessee

The Group has entered into commercial leases on certain motor vehicles and office equipment. These leases have a life of between less than 1 year and 5 years with no renewal option.

The Group has entered into leases for rental agreements in different countries. The leases still have a remaining period between less than 1 year and 10 years after 31 December 2021. Leases classified under IFRS16 are no longer reported under this chapter. See further details under Note 16.

There are no restrictions placed upon the Group by entering into these leases.

Future minimum rental payable under non-cancellable leases as at 31 December are as follows:

Lessee
(EUR 000)	31.12.2021	Not later than one year	Between one and five years	Later than five years
Leased machinery and equipment	1,059	592	467	-
Leased real estate	5,090	1,588	2,292	1,210
Total	6,149	2,180	2,759	1,210

	31.12.2020	Not later than one year	Between one and five years	Later than five years
Leased machinery and equipment	1,451	527	924	-
Leased real estate	28,815	2,837	11,658	14,320
Total	30,266	3,364	12,582	14,320

During the period an amount of EUR 4,454 thousand (2020: EUR 3,618 thousand) for short term lease was recognised as an expense. These costs were recognised in the consolidated statement of profit or loss in respect of leases, the ones that were capitalised had an impact through depreciation and interest. Interest expense recognised amounts to EUR 2,615 thousand (2020: EUR 3,168 thousand). Total rental expenses reported in statement of profit or loss include utilities, maintenance and repair expenses in line with our accounting policies.

30.2 Leases as lessor

Some affiliates have entered into sublease contracts of office space.

Future minimum rental receivables under non-cancellable leases as at 31 December are as follows:

Lessor
(EUR 000)	31.12.2021	Not later than one year	Between one and five years	Later than five years
Leased real estate	1,489	907	582	-
Total	1,489	907	582	-
	31.12.2020	Not later than one year	Between one and five years	Later than five years
Leased real estate	1,797	1,012	784	-
Total	1,797	1,012	784	-

31 IT Commitments

The Group is committed to incur IT operational expenditure mainly related to managed communication networks and outsourced activities of EUR 49,113 thousand (2020: EUR 58,973 thousand) spread within the next ten years. The increased high level of commitments continued to incur since 2020 due to existing several service contracts signed for longer periods than before and the licencing need of the increased tech-enabled services the Group provides.

32 Contingencies

Intertrust is involved in governmental, regulatory (a.o. AML and KYC) and legal proceedings, inspections and investigations in several jurisdictions, involving amongst others claims in the ordinary course of business and remediation actions as a result of increasing regulations. While it is not feasible to predict or determine the ultimate outcome of all pending or potential governmental, regulatory, legal proceedings, inspections and investigations, we concluded for accounting purposes that an aggregate amount of the liabilities cannot be estimated reasonably and we consider that the possibility of outflow is not probable but could have a material adverse effect on our operational and financial performance. Where necessary legal and/or external advice has been obtained.

Some of our claims, regulatory proceedings have transferred from Contingencies and have been accounted for as Provisions compared to what was disclosed in 2020. See further details under Note 29.

Intertrust has uncertain tax positions where the outcome is dependent on the discussions with tax authorities and for which the outcome and timing is uncertain. These matters primarily relate to the uncertainty around pricing of intercompany transactions. In addition, there is an ongoing discussion with tax authorities on pricing of internal restructuring completed in prior years. The aggregate amount of these discussions lies in the range to EUR 5 million. See further details under Note 26.

Intertrust has contractual obligations among others, where the amount and timing of possible cash outflow is uncertain and cannot be estimated reliably, no accruals are recorded in these instances and no further disclosures are provided.

33 Related parties

33.1 Parent and ultimate controlling party

Prior to listing at the Euronext Amsterdam on 15 October 2015, Intertrust N.V. was ultimately controlled by funds managed by Blackstone which had the majority shareholding in the Group. The remaining shares were owned by parties related to management. Following the IPO, Intertrust N.V. is the ultimate controlling party of the Group.

33.2 Transactions with key management personnel

The Group has defined key management personnel as the members of the 2021 Supervisory Board, Management Board and Executive Committee of the Group, responsible for the strategic and operational activities.

Key management personnel compensation comprises:

(EUR 000)	2021	2020
Short-term employee benefits1	4,432	6,797
Post-employment benefits	136	287
Share-based payment2	2,250	4,261
Other benefits3	1,112	1,567
Total	7,930	12,912

1. Short-term benefits include insurance, car, pension and other allowances.
2. This includes the expenses recognised by the Group related to the LTI awards made to key management personnel.
3. Other benefits may include termination benefits

For the individual members of the Management Board, the Group recognised the following remuneration expenses:

(EUR 000)	2021 remuneration
	Base salary	Other benefits1	Short-term incentive2	Deferred remuneration	Total3	Extraordinary expense from total	Annualised total4
Shankar Iyer	600	294	72	1,080	2,046	-	2,046
Rogier van Wijk	350	31	42	262	685	-	685
Total	950	325	114	1,342	2,731	-	2,731

1. Other benefits include life course compensation, car allowance, relocation or other allowances such as termination benefits when applicable.
2. Short-term remuneration represents accrued bonuses to be paid in the following financial year.
3. In 2021, the fixed proportion of total remuneration was 51% for Shankar Iyer and 68% for Rogier van Wijk.
4. As the costs contain expenses on an accrual basis and in line with Group Accounting Policies, the comparison for share-based payments is presented in detail in the tables hereafter showing the Management Board awards. In the annualised total, only those members of the Management Board are shown if they were in charge as at 31 December 2021 or 31 December 2020 respectively.

(EUR 000)	2020 remuneration
	Base salary	Other benefits1	Short-term incentive2	Deferred remuneration	Total3	Extraordinary expense from total	Annualised total
Stephanie Miller4	750	808	243	1,144	2,946	633	-
Rogier van Wijk	350	31	142	204	727	-	727
Shankar Iyer5	30	4	21	116	171	-	2,600 6
Total	1,130	843	405	1,465	3,844	633	3,327

1. Other benefits include life course compensation, car allowance, relocation or other allowances such as termination benefits when applicable.
2. Short-term remuneration represents accrued bonuses to be paid in the following financial year.
3. The remunerations of the Management Board are presented for the period they were part of the Management Board.
4. At the end of 2020 our Chief Executive Officer (CEO) changed. Stephanie Miller stepped down and Shankar Iyer was nominated as CEO, he became acting CEO from 7 December 2020. Stephanie Miller's remuneration contained accruals for payments until 1 April 2021.
5. Nominated for appointment as CEO and member of the Management Board on 8 March 2021. Remuneration is disclosed from 7 December 2020.
6. Remuneration is disclosed from 7 December 2020. Annualised total shows all remuneration items including Viteos Rollover Share Plan. Excluding Viteos Rollover Share Plan, the total annualised remuneration was EUR 944 thousand.

(EUR 000)	2021 deferred remuneration
	LTI1	Pension costs	Total
Shankar Iyer	930	150	1,080
Rogier van Wijk	174	88	262
Total	1,104	238	1,342

1. Represents the expense recognised during the year in accordance with IFRS2, share-based payment, related to the LTI awards.

(EUR 000)	2020 deferred remuneration
	LTI1	Pension costs	Total
Stephanie Miller	957	188	1,144
Rogier van Wijk	117	88	204
Shankar Iyer	109	8	116
Total	1,182	283	1,465

1. Represents the expense recognised during the year in accordance with IFRS2, share-based payment, related to the LTI awards.

Upon vesting of the share-based payment awards (excluding Viteos Rollover Share Plan) to the members of the Management Board and other eligible employees, the Company may at its discretion make the required number of Ordinary Shares available either by issuing new Ordinary Shares or by purchasing existing Ordinary Shares in the open market.

The Management Board LTI awards outstanding and movements during the financial year were as follows:

Other LTI	Award date	Outstanding as at 1 Jan 2021	Granted in 2021	Movement in 2021	Outstanding as at 31 Dec 20211	Fair value per share at award date (EUR)	Vesting date2
Shankar Iyer
PSP shares 2021	1 Apr 2021	-	42,492	-	42,492	12.81	1 Apr 2024
SDP shares 20213	1 Apr 2021		21,246		21,246	13.56	1 Apr 2024
Viteos Rollover Share Plan4	19 June 2019	147,262	-	-	147,262	17.41	19 June 2022
Rogier van Wijk
PSP shares 2021	1 Apr 2021	-	18,590	-	18,590	12.81	1 Apr 2024
PSP shares 2020	1 Apr 2020	23,046	-	-	23,046	9.63	1 Apr 2023
PSP shares 2019	29 Nov 2019	4,388	-	-	4,388	11.96	29 Nov 2022
SDP shares 20203	1 Apr 2020	3,512	-	(1,170)	2,342	9.89	1 Apr 2023
SDP shares 20193	1 Apr 2019	1,588	-	(794)	794	15.26	1 Apr 2022
LTIP4 shares3	1 Apr 2018	2,700	-	(900)	1,800	14.86	1 Apr 2021
Stephanie Miller
PSP shares 2020	1 Apr 2020	21,949	-	-	21,949	9.63	1 Apr 2023
PSP shares 2019	29 Nov 2019	26,331	-	-	26,331	11.96	29 Nov 2022
PSP shares 2018	29 Nov 2019	35,108	-	-	35,108	11.96	29 Nov 2022
LTIP4 shares	1 Apr 2018	28,534	-	-	28,534	14.86	1 Apr 2021

1. The estimate regarding performance criteria at year end 2021 is set at a level of 50% for PSP 2019, 100% for PSP 2020 and 100% for PSP 2021.
2. Following the vesting date, the LTI shares granted to members of the Management Board are subject to an additional two-year lock up period, except for the LTI shares that can be sold to cover income taxes due.
3. Awards from 1 April 2019, 1 April 2020, 1 April 2021 SDP shares and 1 April 2018 LTIP 4 shares do not have performance criteria, neither does the Viteos Rollover Share Plan.
4. Viteos Rollover Share Plan is described in Note 8.1. e)

Other LTI	Award date	Outstanding as at 1 Jan 2020	Granted in 2020	Movement in 20201	Outstanding as at 31 Dec 20202	Fair value per share at award date (EUR)	Vesting date3
Shankar Iyer
Viteos Rollover Share Plan4	19 June 2019	-	-	147,262	147,262	17.41	19 June 2022
Rogier van Wijk
PSP shares 2020	1 Apr 2020	-	23,046	-	23,046	9.63	1 Apr 2023
PSP shares 2019	29 Nov 2019	4,388	-	-	4,388	11.96	29 Nov 2022
SDP shares 20205	1 Apr 2020	-	3,512	-	3,512	9.89	1 Apr 2023
SDP shares 20195	1 Apr 2019	2,381	-	(793)	1,588	15.26	1 Apr 2022
LTIP4 shares5	1 Apr 2018	2,700	-	-	2,700	14.86	1 Apr 2021
Stephanie Miller
PSP shares 2020	1 Apr 2020	-	52,677	(30,728)	21,949	9.63	1 Apr 2023
PSP shares 2019	29 Nov 2019	35,108	-	(8,777)	26,331	11.96	29 Nov 2022
PSP shares 2018	29 Nov 2019	35,108	-	-	35,108	11.96	29 Nov 2022
LTIP4 shares	1 Apr 2018	28,534	-	-	28,534	14.86	1 Apr 2021

1. At the end of 2020 our Chief Executive Officer (CEO) changed. Stephanie Miller stepped down and Shankar Iyer was nominated as CEO, to assume the role of acting CEO from 7 December 2020. Stephanie Miller's awards partially forfeited, the remaining awards were kept and handled as good leaver. Shankar Iyer's rollover share plan disclosed as movement in 2020. Other movements are caused by vesting.
2. The estimate regarding performance criteria at year end 2020 is set at a level of 50% for PSP 2019 and 100% for PSP 2020 to estimate the number of the awards at the moment of vesting.
3. Following the vesting date, the LTI shares granted to members of the Management Board are subject to an additional two-year lock up period, except for the LTI shares that can be sold to cover income taxes due.
4. Viteos Rollover Share Plan is described in Note 8.1. e)
5. Awards from 1 April 2019, 1 April 2020 SDP shares and 1 April 2018 LTIP 4 shares do not have performance criteria, neither does the Viteos Rollover Share Plan.

As of 31 December 2021, the members of the Management Board have no loans outstanding with the Group and no guarantees or advance payments are granted to members of the Management Board.

The individual members of the Supervisory Board received the following remuneration:

(EUR 000)	Member since / (until)	20211	20201
Hélène Vletter-van Dort	21 August 2015	80	802
Toine van Laack	16 May 2017	65	653
Anthony Ruys	21 August 2015	55	55
Charlotte Lambkin	17 October 2017	60	60
Paul Willing	17 October 2017	58	58
Stewart Bennett	16 May 2019	58	58
Total		376	376

1. Each member's remuneration excludes EUR 10 thousand expense allowance.
2. In addition, EUR 35 thousand remuneration from affiliated entities as the Chair of the Supervisory Board both for 2020 and 2019.
3. In addition, EUR 25 thousand remuneration from affiliated entities as member of the Supervisory Board both for 2020 and 2019.

The Company does not award variable remuneration, shares or options to the members of the Supervisory Board. They had no loans outstanding at the end of 2021 and at the end of 2020. No guarantees or advance payments are granted to members of the Supervisory Board

34 Group entities

34.1 Significant affiliates

The following companies were the significant affiliates of the Group as at 31 December 2021 due to their location, revenue, total assets or investments in other affiliates and have been included in the consolidated financial statements:

Name	Country of incorporation	Type	Ownership interest 31.12.2021	Ownership interest 31.12.2020
Intertrust N.V.	Netherlands	parent	100%	100%
Intertrust Group B.V.	Netherlands	affiliate	100%	100%
Intertrust Australia Pty Ltd	Australia	affiliate	100%	100%
Intertrust (Bahamas) Limited	Bahamas	affiliate	100%	100%
Intertrust (Belgium) NV/SA	Belgium	affiliate	100%	100%
Intertrust (Brazil) Servicos Corporativos Ltda	Brazil	affiliate	100%	100%
Intertrust Holding (Cayman) Limited	Cayman Islands	affiliate	100%	100%
Intertrust Law Limited1	Cayman Islands	affiliate	0%	0%
Intertrust (Shanghai) Consultants Limited	China	affiliate	100%	100%
Intertrust Holding (Curacao) N.V.	Curacao	affiliate	100%	100%
Intertrust (Cyprus) Limited	Cyprus	affiliate	100%	100%
Intertrust (Denmark) A/S	Denmark	affiliate	100%	100%
Intertrust Finland Oy	Finland	affiliate	100%	100%
Intertrust Germany GmbH	Germany	affiliate	100%	100%
Intertrust Holding (Guernsey) Limited	Guernsey	affiliate	100%	100%
Intertrust Resources Management Limited	Hong Kong S.A.R.	affiliate	100%	100%
Intertrustviteos Corporate and Fund Services Private Limited	India	affiliate	100%	100%
Intertrust Management Ireland Limited	Ireland	affiliate	100%	100%
Intertrust Alternative Investment Fund Management (Ireland) Limited	Ireland	affiliate	100%	100%
Intertrust Holding (Jersey) Limited	Jersey	affiliate	100%	100%
Intertrust Offshore Limited	Jersey	affiliate	100%	100%
Intertrust Fiduciary Services (Jersey) Limited	Jersey	affiliate	100%	100%
Intertrust Fiduciary Shared Services Limited	Jersey	affiliate	100%	100%
Intertrust Premises (Jersey) Limited	Jersey	affiliate	100%	100%
Intertrust Topholding (Luxembourg) S.à r.l.	Luxembourg	affiliate	100%	100%
Intertrust Holding (Luxembourg) S.à r.l.	Luxembourg	affiliate	100%	100%
Intertrust (Luxembourg) S.a r.l.	Luxembourg	affiliate	100%	100%
Intertrust (Netherlands) B.V.	Netherlands	affiliate	100%	100%
Intertrust (Netherlands) Employment B.V.	Netherlands	affiliate	100%	100%
Intertrust Management B.V.	Netherlands	affiliate	100%	100%
Intertrust Administrative Services B.V.	Netherlands	affiliate	100%	100%
Intertrust Escrow and Settlements B.V.	Netherlands	affiliate	100%	100%
Intertrust (Norway) AS	Norway	affiliate	100%	100%
Intertrust (Singapore) Ltd.	Singapore	affiliate	100%	100%
Intertrust Management Services Pte. Ltd.	Singapore	affiliate	100%	100%
Intertrust (Spain) SL	Spain	affiliate	100%	100%
Intertrust (Sweden) AB	Sweden	affiliate	100%	100%
Intertrust Group Holding S.A.	Switzerland	affiliate	100%	100%
Intertrust (Suisse) S.A.	Switzerland	affiliate	100%	100%
Intertrust (Dubai) Limited	United Arab Emirates	affiliate	100%	100%
Intertrust Management Limited	United Kingdom	affiliate	100%	100%
Intertrust Fiduciary Services (UK) Limited	United Kingdom	affiliate	100%	100%
Intertrust Holdings (UK) Limited	United Kingdom	affiliate	100%	100%
Intertrust Corporate Services Delaware Ltd	United States	affiliate	100%	100%
Intertrust USA LLC	United States	affiliate	100%	100%
Intertrust Corporate and Fund Services LLC	United States	affiliate	100%	100%
Intertrust Corporate Services (BVI) Limited	Virgin Islands, British	affiliate	100%	100%
Biplane BidCo (UK) Limited	United Kingdom	affiliate	100%	100%
Elian TopCo Limited	Guernsey	affiliate	100%	100%
Elian MidCo Limited	Guernsey	affiliate	100%	100%
Elian BidCo Limited	Jersey	affiliate	100%	100%
Radar Workspace S.A.	Luxembourg	affiliate	100%	100%

1. Intertrust Law Limited was incorporated in 2020 in the Cayman Islands and Intertrust exercises full economic control over this entity.

A list containing the information referred to in Section 379(1), Book 2 of the Dutch Civil Code has been filed with the office of the Commercial Register of Amsterdam, in accordance with Section 379(5), Book 2 of the Dutch Civil Code.

34.2 Guarantees issued to affiliates

The Company has issued several declarations of joint and several liability for various Group companies, in compliance with section 403 of Part 9 of Book 2 of the Dutch Civil Code. The UK subsidiaries listed below have claimed audit exemption under Companies Act 2006 s. 479A with respect to the year ended 31 December 2020. The Company has given a statement of guarantee under Companies Act 2006 s. 479C, whereby the Company will guarantee all outstanding liabilities to which the respective subsidiary companies are subject as at 31 December 2021:

Name	Country of incorporation	Registration number
Intertrust Holdings (UK) Limited	United Kingdom	06263011
Intertrust Fund Services (UK) Limited	United Kingdom	04736903
Intertrust Investments Limited	United Kingdom	04996467
Intertrust Trust Company (London) Limited	United Kingdom	06442060
Intertrust Trustees (UK) Limited	United Kingdom	07632657
Intertust Management Limited	United Kingdom	03853947
Intertrust Directors 1 Limited	United Kingdom	03920254
Intertrust Directors 2 Limited	United Kingdom	04017430
Intertrust Directors 3 Limited	United Kingdom	05128444
Intertrust Directors 4 Limited	United Kingdom	05128465
Intertrust Directors 5 Limited	United Kingdom	08277932
Intertrust Directors 6 Limited	United Kingdom	08277951
Intertrust Nominees Limited	United Kingdom	04115230
Intertrust Corporate Services Limited	United Kingdom	03920255
Intertrust Fiduciary Services (UK) Limited	United Kingdom	05081658
Intertrust Corporate Services (UK) Limited	United Kingdom	04723839
Intertrust (UK) Limited	United Kingdom	06307550
Intertrust Trustees Limited	United Kingdom	07359549
Intertrust Trust Corporation Limited	United Kingdom	04409492
Biplane Bidco (UK) Limited	United Kingdom	09693921

Intertrust pools cash from certain subsidiaries to the extent legally and economically feasible. The entities that participate in the notional pooling have provided cross guarantees and authorisation for set-off. Cash not pooled remains available for local operational or investment needs.

35 Subsequent events

On 6 December 2021 CSC and Intertrust have reached conditional agreement on a recommended all-cash public offer for all issued and outstanding shares in the capital of Intertrust at an offer price of EUR 20.00 (cum dividend) per Share, representing a total consideration of approximately EUR 1.8 billion. A first draft of the Offer Memorandum will be submitted to the AFM no later than in February 2022 with completion of the Offer anticipated in the second half of 2022.

The basis of preparation of these financial statement, notably the applicable IFRS accounting policies, going concern basis, significant judgements, methods of valuation, remain applicable to the date of compilation of these financial statements.

There are no other disclosable post balance sheet events to these Financial Statements for the year ending 2021 as reported on 18 Feburary 2022.

36 Appropriation of results

The Management Board proposes to appropriate EUR 65,290 thousand (2020: EUR 20,840 thousand) of the profit and adding the full amount (2020: EUR 20,840 thousand) to the retained earnings.

The financial statements are signed by the Management Board and the Supervisory Board:
17 February 2022
Management Board	Supervisory Board
Shankar Iyer	Hélène Vletter-van Dort
Rogier van Wijk	Toine van Laack
	Anthony Ruys
	Charlotte Lambkin
	Paul Willing
	Stewart Bennett

Company Financial Statements

Company statement of profit or loss

(EUR 000)	2021	2020
Staff expenses	(1,528)	(2,626)
Other operating expenses	(5,408)	(2,589)
Loss from operating activities	(6,936)	(5,215)
Finance income / (expense)	9,077	9,816
Financial result	9,077	9,816
Result of subsidiaries (net of tax)	62,678	15,414
Profit before income tax	64,819	20,015
Income tax	454	790
Profit for the year after tax	65,273	20,805
Profit for the year after tax attributable to:
Owners of the Company	65,273	20,805

Company statement of financial position

(EUR 000)	Note	31.12.2021	31.12.2020
Assets
Investments in participating interests	4	861,431	805,645
Non-current assets		861,431	805,645
Other receivables		8,417	176
Current tax assets		3,135	-
Cash and cash equivalents		2	3
Current assets		11,554	179
Total assets		872,985	805,824
Equity
Share capital		54,334	54,190
Share premium		641,499	641,499
Reserves		(23,689)	(65,494)
Retained earnings		199,453	129,812
Total Equity	6	871,597	760,007
Liabilities
Trade payables		517	72
Other payables		871	45,258
Current tax liabilities		-	487
Current liabilities		1,388	45,817
Total liabilities		1,388	45,817
Total equity and liabilities		872,985	805,824

Company statement of changes in equity

(EUR 000)	For the period ended 31 December 2021
	Attributable to owners of the Company
	Share capital	Share premium	Retained earnings	Translation reserve	Hedging reserve	Treasury share reserve	Total
Balance at 01 January 2021	54,190	641,499	129,812	(55,680)	(7,792)	(2,022)	760,007
Profit/(loss) for the year	-	-	65,273	-	-	-	65,273
Other comprehensive income/(loss) for the year, net of tax	-	-	331	42,463	4,506	-	47,300
Total comprehensive income/(loss) for the year	-	-	65,604	42,463	4,506	-	112,573
Contributions and distributions
Equity-settled share-based payment	-	-	5,808	-	-	-	5,808
Treasury shares delivered	-	-	(1,627)	-	-	1,627	-
Share buyback	-	-	-	-	-	(6,791)	(6,791)
Share issuance	144	-	(144)	-	-	-	-
Total contributions and distributions	144	-	4,037	-	-	(5,164)	(983)
Total transactions with owners of the Company	144	-	4,037	-	-	(5,164)	(983)
Balance at 31 December 2021	54,334	641,499	199,453	(13,217)	(3,286)	(7,186)	871,597

(EUR 000)	For the period ended 31 December 2020
	Attributable to owners of the Company
	Share capital	Share premium	Retained earnings	Translation reserve	Hedging reserve	Treasury share reserve	Total
Balance at 01 January 2020	54,190	641,499	102,059	(13,984)	(4,979)	(4,313)	774,472
Profit/(loss) for the year	-	-	20,805	-	-	-	20,805
Other comprehensive income/(loss) for the year, net of tax	-	-	17	(41,696)	(2,813)	-	(44,492)
Total comprehensive income/(loss) for the year	-	-	20,822	(41,696)	(2,813)	-	(23,687)
Contributions and distributions
Equity-settled share-based payment	-	-	9,222	-	-	-	9,222
Treasury shares delivered	-	-	(2,291)	-	-	2,291	-
Total contributions and distributions	-	-	6,931	-	-	2,291	9,222
Total transactions with owners of the Company	-	-	6,931	-	-	2,291	9,222
Balance at 31 December 2020	54,190	641,499	129,812	(55,680)	(7,792)	(2,022)	760,007

Notes to the Company financial statements

1 Reporting entity

The Company financial statements of Intertrust N.V. are part of the consolidated financial statements.

2 Basis of preparation

The Company financial statements have been prepared in accordance with the provisions of Part 9 of Book 2 of the Dutch Civil Code. The Company uses the option of Article 362.8 of Part 9 of Book 2 of the Dutch Civil Code to prepare the Company financial statements, using the same accounting policies as in the consolidated financial statements. Valuation is based on recognition and measurement requirements of the accounting standards adopted by the EU (i.e. only IFRS as adopted for use in the EU at the date of authorisation) as explained further in the notes to the consolidated financial statements.

3 Significant accounting policies

3.1 Result of participating interests

The share of profit of participating interests consists of the share of the Company in the results of these participating interests. Results on transactions, where the transfer of assets and liabilities between the Company and its participating interests and mutually between participating interests, themselves, are not recognised.

3.2 Financial fixed assets

Participating interests in Group companies are accounted for in the Company financial statements according to the equity method. Participating interests with a negative net asset value are valued at zero. Reference is made to the basis of consolidation accounting policy in the consolidated financial statements for further information.

4 Investments in participating interests

(EUR 000)	2021	2020
Balance at 01 January	805,645	915,501
Share of result of participating interests	62,678	15,414
Changes in hedging and translation reserves	46,969	(44,509)
Equity-settled share-based payment	5,808	9,222
Actuarial gains/(losses)	331	17
Dividend income	(60,000)	(90,000)
Balance at 31 December	861,431	805,645

5 Loans to and from participating interests

From the total closing balance as at 31 December 2021 of other liabilities EUR 871 thousand (2020: EUR 45,258 thousand), there is EUR nil thousand relating to a current liability on arm's length basis to its subsidiary Intertrust Group B.V. (2020: EUR 43,443 thousand).

6 Shareholders' equity

For movements in Equity, refer to Note 24 of the consolidated financial statements.

For appropriation of results, refer to Note 36 of the consolidated financial statements.

7 Fees of the auditors

The following fees from Ernst & Young Accountants LLP and its member firms to the Company and its subsidiaries have been booked for the financial period:

(EUR 000)	Total Group Auditors	Total Group Auditors	Total Other audit firms	Total Other audit firms
	2021	2020	2021	2020
Audit of the financial statements	(831)	(617)	(1,437)	(1,755)
Other assurance related services	(410)	(241)	-	(114)
Other fees	-	-	-	(38)
Total	(1,241)	(858)	(1,437)	(1,907)

For the period to which the statutory audit relates, EY provided the following services to Intertrust N.V. in addition to the audit:

• review of financial information for consolidation purposes;
• IT and business process attestations under ISAE 3000/3402 standard.

8 Remuneration

Refer to Note 33.2 of the consolidated financial statements for the remuneration of the Management Board and the Supervisory Board. The Company has 2 FTE as at 31 December 2021 (31 December 2020: 2 FTE).

9 Off-balance sheet commitments

The Company is head of a fiscal unity for corporate income tax purposes. The Company calculates its taxes on a stand-alone basis. The payables and/or receivables of the corporate income tax are settled with the companies that are part of the fiscal unity. In accordance with the standard conditions of the fiscal unity, each of the companies is liable for the income tax liabilities of the entire fiscal unity.

For further details, please refer to Note 26 of the consolidated financial statements.

At 31 December 2021, the company issued a declaration of joint and several liability for the below companies in compliance with article 403, book 2 of the Dutch Civil Code.

Name
Intertrust Group B.V.
Intertrust (Netherlands) B.V.
Intertrust (Netherlands) Employment B.V.

For other items, please refer to Note 34.2 of the consolidated financial statements.

10 Subsequent events

For subsequent events, please refer to Note 35.

The financial statements are signed by the Management Board and the Supervisory Board:
17 February 2022
Management Board	Supervisory Board
Shankar Iyer	Hélène Vletter-van Dort
Rogier van Wijk	Toine van Laack
	Anthony Ruys
	Charlotte Lambkin
	Paul Willing
	Stewart Bennett

Other information

Statutory provision with respect to appropriation of results

According to the Company's Articles of Association, the Company's result is freely at the disposal of the shareholders, provided that total shareholders' equity exceeds the called-up and paid-up capital of the Company and the reserves which must be maintained pursuant to Dutch law.

If the adopted annual accounts show a profit, the Management Board shall determine which part of the profits shall be reserved. The profit, as this appears from the adopted annual accounts, to the extent not reserved shall be at the disposal of the General Meeting, provided however that the General Meeting may only resolve on any reservation of the profits or the distribution of any profits pursuant to and in accordance with a proposal thereto of the Management Board, which proposal has been approved by the Supervisory Board.

In calculating the profits available for distribution, the shares held by the Company in its own capital are not counted, unless such shares are subject to a right of pledge on such shares if the pledgee is entitled to the distributions on the shares or a right of usufruct for the benefit of a party other than the Company.

Resolutions of the General Meeting with regard to a distribution at the expense of the reserves shall require the approval of the Management Board and the Supervisory Board.

The Management Board may resolve to make interim distributions to shareholders, provided that the approval of the Supervisory Board has been obtained. Pursuant to and in accordance with a proposal thereto by the Management Board, which proposal has been approved by the Supervisory Board, the General Meeting may also resolve to make interim distributions to shareholders.

Interim distributions are only permitted to the extent that the requirements set forth in the Dutch Civil Code are satisfied as apparent from an (interim) financial statement drawn up in accordance with Dutch law.

After approval of the Supervisory Board, the Management Board may determine that a distribution on shares shall be made payable either in euro or in another currency.

After approval of the Supervisory Board, the Management Board may decide that a distribution on shares shall not or not entirely be made in cash but other than in cash, including, without limitation, in the form of shares, or decide that shareholders shall be given the option to receive the distribution either in cash or other than in cash. After approval of the Supervisory Board, the Management Board may determine the conditions under which such option can be given to the shareholders.

Any claim a shareholder may have to a distribution shall lapse after five years, to be calculated from the date following the date on which such dividend has become payable.

If a resolution is adopted to make a distribution on shares, the Company shall make the distribution to the person in whose name the share is registered on the date as to be determined by the Management Board in accordance with Dutch law and the rules of the stock exchange where the shares are listed. The Management Board shall determine the date from which a distribution to the persons entitled as referred to in the previous sentence shall be made payable.

ESEF package and PDF version

This copy of the Annual Report is the PDF/printed version of the 2021 Annual Report of Intertrust N.V. This version does not contain ESEF information as specified in the Regulatory Technical Standards on ESEF (Delegated Regulation (EU) 2019/815).

The official ESEF reporting package is available in the reports, results and presentation section on our website (www.intertrustgroup.com).

Independent auditor's report

To: the shareholders and supervisory board of Intertrust N.V.

We have audited the financial statements 2021 of Intertrust N.V. based in Amsterdam. The financial statements comprise the consolidated and company financial statements.

In our opinion:

• the accompanying consolidated financial statements give a true and fair view of the financial position of Intertrust N.V. as at 31 December 2021 and of its result and its cash flows for 2021 in accordance with International Financial Reporting Standards as adopted by the European Union (EU-IFRS) and with Part 9 of Book 2 of the Dutch Civil Code
• the accompanying company financial statements give a true and fair view of the financial position of Intertrust N.V. as at 31 December 2021 and of its result for 2021 in accordance with Part 9 of Book 2 of the Dutch Civil Code

The consolidated financialstatements comprise:

• the consolidated statement of financial position as at 31 December 2021
• the following statements for 2021: the consolidated statements of profit or loss, comprehensive income, changes in equity and cash flows
• the notes comprising a summary of the significant accounting policies and other explanatory information.

The company financial statements comprise:

• the company statement of financial position as at 31 December 2021
• the company statement of profit or loss for 2021
• the notes comprising a summary of the accounting policies and other explanatory information.

We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. Our responsibilities under those standards are further described in the Our responsibilities for the audit of the financial statements section of our report.

We are independent of Intertrust N.V. (hereinafter Intertrust or the company) in accordance with the EU Regulation on specific requirements regarding statutory audit of public-interest entities, the “Wet toezicht accountantsorganisaties” (Wta, Audit firms supervision act), the “Verordening inzake de onafhankelijkheid van accountants bij assurance-opdrachten” (ViO, Code of Ethics for Professional Accountants, a regulation with respect to independence) and other relevant independence regulations in the Netherlands. Furthermore we have complied with the “Verordening gedrags- en beroepsregels accountants” (VGBA, Dutch Code of Ethics).

We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

We designed our audit procedures in the context of our audit of the financial statements as a whole and in forming our opinion thereon. The following information in support of our opinion and any findings were addressed in this context, and we do not provide a separate opinion or conclusion on these matters.

Intertrust is a publicly traded international trust and corporate management company domiciled in the Netherlands. The company and its subsidiaries (together referred to as the group) provide corporate, fund, capital markets and private wealth services. As the group is structured in group entities, we tailored our group audit approach accordingly. We paid specific attention in our audit to a number of areas driven by the operations of the group and our risk assessment.

We start by determining materiality and identifying and assessing the risks of material misstatement of the financial statements, whether due to fraud or error in order to design audit procedures responsive to those risks and to obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Materiality	€ 3.5 million
Benchmark applied	5% of profitbefore income tax
Explanation	We consider an earnings-based measure, particularly profit before income tax, an appropriate basis for determining our materiality because the users of the financial statements of profit-oriented entities like Intertrust tend to focus on the financial performance of the company. We excluded the non-recurring items from pre-tax income with regards to the yearly impact of the early redemption option bond which was a gain of € 20 million and other one-off costs which amounts to € 2.9 million.

We have also taken into account misstatements and/or possible misstatements that in our opinion are material for the users of the financial statements for qualitative reasons.

We agreed with the audit committee of the supervisory board (the audit committee) that misstatements in excess of € 175 thousand, which are identified during the audit, would be reported to them, as well as smaller misstatements that in our view must be reported on qualitative grounds.

Intertrust N.V. is at the head of a group of entities. The financial information of this group is included in the consolidated financial statements.

Because we are ultimately responsible for the opinion, we are also responsible for directing, supervising and performing the group audit. In this respect we have determined the nature and extent of the audit procedures to be carried out for group entities. Decisive were the size and/or the risk profile of the group entities or operations. On this basis, we selected group entities for which an audit or review had to be carried out on the complete set of financial information or on specific items.

Our group audit focused on the significant group entities, where the Netherlands, Luxembourg and Cayman entities were the significant jurisdictions. The remaining seven smaller in-scope group entities were selected based on their significance and/or risk characteristics. We performed full scope audits on the aforementioned group entities. We shared group audit instructions with our EY component teams, with the main focus related to the risk as mentioned in the key audit matters section below. We performed audit procedures ourselves at certain group entities located in the Netherlands.

Because of the continuing (international) travel restrictions and social distancing due to the Covid-19 pandemic, we needed to restrict or have been unable to visit management and/or component auditors to discuss, among others, the business activities and the identified significant risks or to review and evaluate relevant parts of the component auditor's audit documentation and to discuss significant matters arising from that evaluation on site. In these circumstances we predominantly used communication technology to be aligned on any material issues that arose during the audit. Due to Covid-19 we have planned (virtual) additional meetings to intensify our involvement with the component teams in which we discussed any ongoing topics, local risk analyses, and our interoffice instructions. The frequent contact combined with the good understanding of the primary team of the local business es are deemed sufficient measures to achieve appropriate group involvement in order to obtain sufficient and appropriate audit evidence.

In total these procedures represent 80% of the group’s total assets, 90% of profit/loss and 85% of gross revenues.

None of the components without an assigned group audit scope (remaining components) individually represented more than 2% of total group revenue. For those remaining components we performed, amongst others, analytical procedures to corroborate our assessment that there were no significant risks of material misstatements within those components. By performing the procedures mentioned above at components of the group, together with additional procedures at group level, we have been able to obtain sufficient and appropriate audit evidence about the group’s financial information to provide an opinion about the consolidated financial statements.

We ensured that the audit teams both at group and at component levels included the appropriate skills and competences which are needed for the audit of a listed client in the trust and corporate management industry. We included EY specialists in the areas of IT audit, forensics, legal, sustainability, treasury, share based payments, transfer pricing, income tax and valuation of goodwill.

Climate objectives will be high on the public agenda in the next decades. Issues such as CO2 reduction impact financial reporting, as these issues entail risks for the business operation, the valuation of assets ('stranded assets') and provisions or the sustainability of the business model and access to financial markets of companies with a larger CO2 footprint.

As part of our audit of the financial statements, we evaluated the extent to which climate-related risks and the possible effects of the energy transition are taken into account in estimates and significant assumptions as well as in the design of relevant internal control measures by Intertrust. Furthermore, we read the management board report and considered whether there is any material inconsistency between the non-financial information in section ‘How we create value responsibly’ of the management board report and the financial statements.

Our audit procedures to address the assessed climate-related risks and the possible effects of the energy transition did not result in a key audit matter.

Our focus on fraud and non-compliance with laws and regulations

Our responsibility

Although we are not responsible for preventing fraud or non-compliance and we cannot be expected to detect non-compliance with all laws and regulations, it is our responsibility to obtain reasonable assurance that the financial statements, taken as a whole, are free from material misstatement, whether caused by fraud or error.

Our audit response related to fraud risks

We identify and assess the risks of material misstatements of the financial statements due to fraud. During our audit we obtained an understanding of the Company and its environment and the components of the system of internal control, including the risk assessment process and the management board’s process for responding to the risks of fraud and monitoring the system of internal control and how the supervisory board exercises oversight, as well as the outcomes.

We refer to section Compliance and risk management for the management board’s (fraud) risk assessment and section ‘Risk Committee’ of the report from the supervisory board.

We evaluated the design and relevant aspects of the system of internal control and in particular the fraud risk assessment, as well as the code of conduct, whistle blower procedures and incident registration. We evaluated the design and the implementation and, where considered appropriate, tested the operating effectiveness, of internal controls designed to mitigate fraud risks.

As part of our process of identifying fraud risks, we evaluated fraud risk factors with respect to financial reporting fraud, misappropriation of assets and bribery and corruption in close co-operation with our forensic and legal specialists. We evaluated whether these factors indicate that a risk of material misstatement due to fraud is present.

We incorporated elements of unpredictability in our audit. We also considered the outcome of our other audit procedures and evaluated whether any findings were indicative of fraud or non-compliance.

As in all of our audits, we addressed the risks related to management override of controls. For the risk related to management override of controls we have obtained sufficient audit evidence to support material top-side manual entries as part of the consolidation and used data analysis to identify and address and high-risk journal entries for the in-scope entities. These risks did however not require significant auditor’s attention in addition to the following fraud risk identified during our audit.

Management bias that may represent a risk of material misstatement due to fraud, including management override of controls
Fraud risks	We considered whether the judgments and assumptions in the determination of impairments of acquisition related intangible assets including the valuation of goodwill indicate a management bias that may represent a risk of material misstatement due to fraud and considered this as an area that is potentially impacted by the risk of management override of controls.
Our audit approach	We describe the audit procedures responsive to the risk of management override, including management bias in the description of our audit approach for the key audit matter on impairment of acquisition related intangible assets including goodwill.

Fraud risk: Presumedrisks of fraud in revenue recognition
Fraud risk	When identifying and assessing fraud risks we presume that there are risks of fraud in revenue recognition. We evaluated that in particular the existence of revenue for time-based fees give rise to such a risk of potential manipulation of cut-off and management override of controls.
Our audit approach	We describe the audit procedures responsive to the presumed risk of fraud in revenue recognition in the description of our audit approach for the key audit matter “Revenue recognition (time-based fees) including management override of controls”.

We considered available information and made enquiries of relevant management board and executive committee members, directors including internal audit, legal, compliance, human resources and regional directors and the supervisory board/audit risk committee.

The fraud risks we identified, enquiries and other available information did not lead to specific indications for fraud or suspected fraud potentially materially impacting the view of the financial statements.

We assessed factors related to the risks of non-compliance with laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general industry experience, through discussions with the management board, reading minutes, inspection of internal audit and compliance reports, and performing substantive tests of details of classes of transactions, account balances or disclosures.

As Intertrust operates in an increasingly complex regulated environment, there is an elevated risk of non-compliance with the laws and regulations, in particular related to laws, acts and regulations on prevention of money laundering and financing of terrorism, sanctions, know your customer (KYC) and client due diligence (CDD) processes. The consequences of non-compliance could have a direct and/or indirect material effect on amounts recognized or disclosures provided in the financial statements, for instance the imposition of fines, litigation, other formal measures up to restriction of license or remediation costs. We refer to Note 7, Note 9, Note 29 and Note 32 of financial statements as well as to the “Compliance and Risk Management” chapter of Management Board Report.

We obtained an understanding of the entity level controls and the legal and regulatory framework of the company. On a periodic basis, we enquired with the Management Board, Chief Risk Officer, Internal Audit department, Risk and Compliance department, Legal department to understand and assess existing and potentially new constructive and legal obligations, and compliance matters. We inspected legal and compliance management reports. We read the minutes of the Management Board and Supervisory Board.

We also inspected lawyers’ letters and correspondence with regulatory authorities and remained alert to any indication of (suspected) non-compliance throughout the audit.

In case of potential non-compliance with laws and regulations that may have a material effect on the financial statements, we assessed whether the company has an adequate process in place to evaluate the impact of non-compliance for its activities and financial reporting and, where relevant, whether the company implemented remediation plans.

Finally we obtained written representations that all known instances of non-compliance with laws and regulations have been disclosed to us. We make reference to the key audit matter on ‘Non-Compliance with laws and regulations’.

As disclosed in the “statement from management board” as part of management board report and section ‘Covid-19’ in Note 5 to the financial statements, the management board made a specific assessment of the company’s ability to continue as a going concern and to continue its operations for at least the next 12 months.

We discussed and evaluated the specific assessment with the management board exercising professional judgment and maintaining professional skepticism. We considered whether the management board’s going concern assessment, based on our knowledge and understanding obtained through our audit of the financial statements or otherwise, contains all events or conditions that may cast significant doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion.

Based on our procedures performed, we did not identify serious doubts on the company’s ability to continue as a going concern for the next 12 months. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause a company to cease to continue as a going concern.

Our key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements. We have communicated the key audit matters to the supervisory board. The key audit matters are not a comprehensive reflection of all matters discussed.

Risk

As disclosed in Note 7, Note 9, Note 29 and Note 32 of financial statements as well as to the “Compliance and Risk Management” chapter of Management Board Report. Intertrust is involved in regulatory (a.o. Anti-Money Laundering and Know Your Client) and legal proceedings, inspections and investigations in several jurisdictions, involving amongst others remediation actions. Based on shortcomings identified through internal and regulatory inspections (including the Cayman Islands Monetary Authority findings (CIMA)) and the increasingly complex regulated environment in which Intertrust Group operates, in 2021 Intertrust has started to implement further remediation activities with a strong focus on the Netherlands, Cayman Islands and Luxembourg.

For 2021, the total amount of additional one-off costs was EUR 13.8 million. This amount includes the CIMA fine that arose from breaches of specific statutory obligations in Cayman, improvements in the compliance framework and remediation activities, as well as other legal costs and provisions. Management judgment is required to determine whether an obligation exists and a provision should be recorded. For other ongoing regulatory inspections and proceedings where the outflow of economic resources is not likely or cannot be reliably estimated, no provision is recorded as per 31 December 2021 and contingencies are disclosed in Note 32.

The consequences of non-compliance could have a direct and/or indirect material effect on amounts recognized or disclosures provided in the financial statements, for instance the imposition of fines, litigation, other formal measures up to restriction of license or remediation costs. Due to the significance and complexity of these proceedings and inspections, its possible outcome and current impact on the financial statements including the management judgement required in this assessment, we consider this a key audit matter.

Our audit approach

We evaluated the appropriateness of the company’s accounting policies related to provisions and contingencies in accordance with IAS 37 ‘Provisions, contingent liabilities and contingent assets’, and whether the methods for making estimates are appropriate and have been applied consistently.

Furthermore, we inspected and discussed progress reports of the remediation programs. We inspected the correspondence with the relevant regulatory authorities to assess developments in regulatory matters. We instructed component auditors in applicable jurisdictions to assess the progress of the remediation at component level.

For the significant inspections, proceedings and remediation programs where provisions are recognized or contingent liabilities and other non-financial information are disclosed, among others, we performed the below procedures:

• Obtained an understanding of the global and local risk management process, including policies and procedures

• Reviewed and performed walkthroughs on the of money laundering and financing of terrorism, sanctions, Know Your Client and Client Due Dilligence policies and procedures

• Obtained an understanding and evaluate the remediation processes conducted by Intertrust Group including review of a sample of client due diligence files

• Tested of a sample of remediated client files

• Obtained legal letters from external counsel to understand regulatory compliance and legal matters Intertrust is involved in.

• Involved our forensic and legal specialists in our procedures

• Evaluated the adequacy of disclosures on contingent liabilities and Management Board Report related to the non-compliance with laws and regulations, regulatory inspections and proceedings as well as the planned remediation programs to address the shortcomings.

Key observations

Based on our procedures performed, we consider the disclosures and provisions for the ongoing non-compliance to be reasonable and meet the requirements under EU-IFRS and Part 9 of Book 2 of the Dutch Civil Code.

We highlighted the following to the Audit Committee:

• The ongoing potential governmental, regulatory, legal proceedings, inspections, investigations, not being able to meet the remediation milestones and deadlines could have a material adverse effect on Intertrust’s operational and financial performance.

• We understand that the required remediation activities and global remediation program to improve Intertrust’s compliance framework including culture will have the full commitment from the Management Board and Supervisory Board.

Risk

Revenue recognition, in particular existence of revenue for time-based fees, is considered a key audit matter. It relates to potential manipulation of cut-off and management override of controls. Management override relevant to internal controls is an action or a series of actions performed by management to bypass established internal controls. Management override may be driven by an incentive or pressure to reach analyst expectations. The risk relates to cut-off of revenue whereby revenue is overstated, reference is made to Note 6 in the financial statements.

Our audit approach

We evaluated the appropriateness of the company’s accounting policies related to revenue recognition, particularly for time-based revenues in accordance with IFRS 15 ‘Revenue from Contracts with Customers’ and whether these accounting policies have been applied consistently throughout the group.

We have obtained an understanding of the time-based fees and work in progress processes, performed walkthroughs of the revenue classes of transactions and evaluated the design of the relevant internal controls in this area. For each jurisdiction classified as a full scope location, we have designed and executed substantive audit procedures to verify the occurrence of the revenues as well as the existence and valuation of the work in progress balance.

In our group audit instructions, we specifically requested our components teams (all full scope) to assess and report on this specific risk and to apply a consistent way of testing the existence and occurrence of the time-based revenue account, review of the management board’s assessment for time based revenues, detailed testing on service contracts/invoices when relevant. For all revenue streams we have performed procedures on the collectability of the accounts receivable, tested the cut-off risks by reviewing the credit notes transactions and write offs after balance sheet date. For the remaining entities, we performed overall analytical review procedures.

On group level we assessed the material adjusting journal entries related to the recorded revenue directly as part of the consolidation process.

Key observations

Based on our procedures performed, we consider the disclosures for the revenues and work in progress to be reasonable and meet the requirements under EU-IFRS and Part 9 of Book 2 of the Dutch Civil Code.

We highlighted the following to the Audit Committee:

• Our audit procedures did not reveal indications of manipulations in revenue cut-off nor management override of controls in the accounting applied by management in relation to the recognition of revenue.

• We have assessed the work in progress positions as per 31 December 2021 are appropriately recorded by the management board.

Risk 

Intertrust’s financial position comprises EUR 1,609 million of goodwill and acquisition related intangible assets at 31 December 2021, representing 75% of the total assets.

We refer to Note 17 ‘Intangible assets and goodwill’ to the financial statements.

There is a potential risk of impairment of these intangible assets, to the extent actual developments deviate negatively from the assumptions applied during the acquisition of the group entities. The annual impairment test performed required significant auditor’s attention because, Intertrust uses various assumptions in performing the impairment testing that are subjective and contain a high degree of estimation uncertainty in respect of future economic and market conditions such as the fair value, discount rate, revenue and margin development, expected inflation rates and the terminal value growth.

Our audit approach

We evaluated the appropriateness of the company’s accounting policies related to impairment of intangible assets and goodwill in accordance with IAS 36 ‘Impairment of assets’ and whether the methods for impairment assessment and goodwill valuation are appropriate and have been applied consistently.

We obtained an understanding of the impairment process and performed walkthrough procedures for the impairment assessment.

We assessed the management board’s budget and cash flow forecasts through evaluating the management board’s outlook in the explicit period, performing sensitivity analyses and a retrospective review of the accuracy of the management board’s estimations and comparison with market data. We also evaluated the reasonability of the valuation methodology, assessed the key input parameters (including discount rate and terminal growth rate), performed independent sensitivity analyses over the outcome of the impairment test, and comparison with market data. Our EY valuation specialists assisted us in performing our procedures.

We assessed the mathematical accuracy of the goodwill impairment model and assessed whether the calculated recoverable amount is greater than the carrying amount of the CGUs tested. We verified that source data used in the model reconciles to underlying audit evidence.

Finally, we evaluated the adequacy of the disclosures in the financial statements and whether significant assumptions are disclosed to which the outcome of the impairment test is most sensitive.

Key observations

Based on our procedures performed, we consider the disclosures for the goodwill to be reasonable and meet the requirements under EU-IFRS and Part 9 of Book 2 of the Dutch Civil Code.

We highlighted the following to the Audit Committee:

• We concluded the assumptions relating to the impairment models to fall within acceptable ranges and we agree with the management board’s conclusions.

• We concluded that the disclosures in the consolidated financial statements are proportionate and in accordance with IAS 36.

The annual report contains other information in addition to the financial statements and our auditor’s report thereon.

Based on the following procedures performed, we conclude that the other information:

• Is consistent with the financial statements and does not contain material misstatements
• Contains the information as required by Part 9 of Book 2 for the management report and the other information as required by Part 9 of Book 2 of the Dutch Civil Code and as required by Sections 2:135b and 2:145 sub section 2 of the Dutch Civil Code for the remuneration report.

We have read the other information. Based on our knowledge and understanding obtained through our audit of the financial statements or otherwise, we have considered whether the other information contains material misstatements. By performing these procedures, we comply with the requirements of Part 9 of Book 2 and Section 2:135b sub-Section 7 of the Dutch Civil Code and the Dutch Standard 720. The scope of the procedures performed is substantially less than the scope of those performed in our audit of the financial statements.

The management board is responsible for the preparation of the other information, including the management report in accordance with Part 9 of Book 2 of the Dutch Civil Code and other information required by Part 9 of Book 2 of the Dutch Civil Code. The management board and the supervisory board are responsible for ensuring that the remuneration report is drawn up and published in accordance with Sections 2:135b and 2:145 sub section 2 of the Dutch Civil Code.

Engagement

We were engaged by the general meeting as auditor of Intertrust on 12 May 2021, as of the audit for the year 2021 and have operated as statutory auditor since that date.

No prohibited non-audit services

We have not provided prohibited non-audit services as referred to in Article 5(1) of the EU Regulation on specific requirements regarding statutory audit of public-interest entities.

European Single Electronic Reporting Format (ESEF)

Intertrust has prepared the annual report in ESEF. The requirements for this are set out in the Delegated Regulation (EU) 2019/815 with regard to regulatory technical standards on the specification of a single electronic reporting format (hereinafter: the RTS on ESEF).

In our opinion, the annual report, prepared in the XHTML format, including the partially marked-up consolidated financial statements, as included in the reporting package by Intertrust, complies in all material respects with the RTS on ESEF.

The management board is responsible for preparing the annual report, including the financial statements, in accordance with the RTS on ESEF, whereby the management board combines the various components into a single reporting package.

Our responsibility is to obtain reasonable assurance for our opinion whether the annual report in this reporting package complies with the RTS on ESEF.

Our procedures, taking into account Alert 43 of the NBA (the Netherlands Institute of Chartered Accountants), included amongst others:

• obtaining an understanding of the company’s financial reporting process, including the preparation of the reporting package
• obtaining the reporting package and performing validations to determine whether the reporting package containing the Inline XBRL instance document and the XBRL extension taxonomy files, has been prepared in accordance with the technical specifications as included in the RTS on ESEF
• examining the information related to the consolidated financial statements in the reporting package to determine whether all required mark-ups have been applied and whether these are in accordance with the RTS on ESEF.

Our objective is to plan and perform the audit engagement in a manner that allows us to obtain sufficient and appropriate audit evidence for our opinion.

Our audit has been performed with a high, but not absolute, level of assurance, which means we may not detect all material errors and fraud during our audit.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. The materiality affects the nature, timing and extent of our audit procedures and the evaluation of the effect of identified misstatements on our opinion.

We have exercised professional judgment and have maintained professional skepticism throughout the audit, in accordance with Dutch Standards on Auditing, ethical requirements and independence requirements. The ‘Information in support of our opinion’ section above includes an informative summary of our responsibilities and the work performed as the basis for our opinion.

Our audit further included among others:

Performing audit procedures responsive to the risks identified, and obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion

• Obtaining an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control
• Evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management board
• Evaluating the overall presentation, structure and content of the financial statements, including the disclosures
• Evaluating whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation

Communication

We communicate with the supervisory board regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant findings in internal control that we identify during our audit. In this respect we also submit an additional report to the audit committee in accordance with Article 11 of the EU Regulation on specific requirements regarding statutory audit of public-interest entities. The information included in this additional report is consistent with our audit opinion in this auditor’s report.

We provide the supervisory board with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the supervisory board, we determine the key audit matters: those matters that were of most significance in the audit of the financial statements. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, not communicating the matter is in the public interest.

Amsterdam, 17 February 2022

Ernst & Young Accountants LLP

J.J. Vernooij

Office locations

Basisweg 10

P.O. Box 990

1000 AZ Amsterdam

The Netherlands

tel +31 (0)20 521 4777

info@intertrustgroup.com

Providence House

East Wing, East Hill Street

P.O. Box CB12399, Nassau

Bahamas

tel +1 242 322 5316

Rua Viradouro, 63

7° andar – Cj 71 Itaim Bibi

SP-04538-110 São Paulo

Brazil

tel +55 11 3074 2323

Ritter House, Wickhams Cay II

P.O. Box 4041 Road Town

VG1110 Tortola

British Virgin Islands

tel +1 284 394 9100

161 Bay Street – Suite 2700

Toronto ON M5J 2S1

Canada

tel +1 312 718 4365

One Nexus Way

Camana Bay

Grand Cayman, KY1-9005

Cayman Islands

tel +1 345 943 3100

Zeelandia Office Park

Kaya W.F.G. (Jombi)

Mensing 14 , 2nd floor

Willemstad, Curaçao

tel +599 9 433 1000

3-17 Bolling Way NE

Atlanta, GA 30305

United States of America

tel +1 470 378 1258

200 South Wacker Drive, 31st floor

Chicago, IL 60606

United States of America

tel +1 312 674 4672

275 Madison Avenue - Suite 1614

New York, NY 10016

United States of America

tel +1 212 949 5530

505 Montgomery Street - Suite 1019

San Francisco, CA 94111

United States of America

tel +1 415 874 3147

200 Bellevue Parkway - Suite 210

Wilmington, DE 19809

United States of America

tel +1 302 746 1507

Avenue Marnix 23, 5th floor

1000 Brussels, Belgium

tel +32 2209 22 00

Spyrou Kyprianou 47

1st floor, Mesa Geitonia

4004 Limassol, Cyprus

tel +357 2525 7120

Harbour House

Sundkrogsgade 21

2100 Copenhagen

Denmark

tel +45 3318 9000

Bulevardi 1, 6th floor,

FI-00100 Helsinki

Finland

tel +358 9 8560 6303

183 Rue de Courcelles, 4th floor
75017 Paris

France

Eschersheimer Landstraße 14

60322 Frankfurt am Main

Germany

tel +49 69 643 508 900

4 Zalogou Street
15343, Agia Parashevi

Athens

Greece

P.O. Box 119

Martello Court, Admiral Park

St. Peter Port, Guernsey GY1 3HB

tel +44 1481 211 000

2nd Floor, 1-2 Victoria Buildings
Haddington Road
Dublin 4 D04 XN32
Ireland
tel +353 16686 152

Via Montabello 27
20121 Milan
Italy
tel +39 025 845 9140

44 Esplanade

St Helier

Jersey JE4 9WG

tel +44 1534 504000

Vertigo Naos Building

6, Rue Eugène Ruppert

L-2453 Luxembourg

Luxembourg

tel +352 26 44 91

Basisweg 10

1043 AP Amsterdam

The Netherlands

tel +31 20 521 4777

Munkedamsveien 59b

0270 Oslo, Norway

tel +47 23 30 83 20

Serrano 41, 4º

28001 Madrid, Spain

tel +34 91 781 1671

Norra Vallgatan 70

211 22 Malmö, Sweden

tel +46 40 973 250

Sveavägen 9, 10th floor

111 57 Stockholm, Sweden

tel +46 8 402 72 00

Place des Alpes 4
1201 Geneva, Switzerland
tel +41 22 317 80 00

Zählerweg 6
6300 Zug, Switzerland
tel +41 41 726 82 00

Limmatquai 72
P.O. Box 475
8001 Zürich, Switzerland
tel +41 44 233 30 20

Office 2461, 24th floor, Al Sila Tower

Abu Dhabi Global Market Square

Al Maryah Island, Abu Dhabi

United Arab Emirates

tel +971 2 694 8539

Unit 1306, Level 13

Tower II, Al Fattan Currency House, DIFC

P.O. Box 506615, Dubai

United Arab Emirates

tel +971 4 3780 600

1 Bartholomew Lane

London, EC2N 2AX

United Kingdom

tel +44 20 7160 6300

Suite 2, Level 25, 100 Miller St.
North Sydney, NSW 2060
Australia
T: +61 2 9954 1220

Room 1009, 10th Floor

CBD International Mansion

16 Yong An Dong Li
Chaoyang District, Beijing
China 100022

tel +86 10 6514 8686

Room 708

Guangzhou International Finance Centre
No.5 Zhujiang West Road
Tianhe Disctrict, Guangzhou
China 510623

tel +86 20 3885 8686

Unit 01, 3rd Floor, 100 Bund Square

No. 100 Zhong Shan Road South,

Huangpu District, Shanghai
China 200010

tel +86 21 5098 8686

Room 758, 7th Floor, SCC Tower A

No. 88 Haide Yi Road,

Shenzhen, Guangdong
China 518054

tel +86 755 8435 6016

3806 Central Plaza

18 Harbour Road

Wanchai, Hong Kong

tel +852 2802 7711

43 Electronics City

Phase-1 Hosur Road

Bangalore 560 100

India

tel +91 11 4014 9730

# 4/8 Block No 6, 5th Floor

Thiru-vi-ka Industrial Estate

Alandur Village, Guindy Taluk

Chennai 600032

India

tel +91 44 61114000

Plot No-37, Level 2

Gold Course Road

sector 54 Gurugram

Haryana 122008

India

tel: +91 11 4014 9730

201-A Nomura Building, 2nd Floor

Hiranandani Business Park

High Street, Powai

Mumbai 400 076

India

tel +91 11 4014 9730

Otemachi First Square
East Tower 4F
1-5-1 Otemachi, Chiyoda-ku

Tokyo 100-0004

Japan

tel +81 3 5219 1216

Level 26, PwC Tower
188 Quay Street
Auckland 1010
New Zealand
T: +64 9363 7844

77 Robinson Road

#13-00 Robinson 77

Singapore 068896

tel +65 6500 6400

Glossary

The following list of defined terms is not intended to be an exhaustive list of definitions, but provides a list of the defined terms used in this Annual Report

Adjusted net income attributable for equity holders divided by average shares outstanding during the period

Adjusted net income attributable for equity holders divided by average fully diluted shares outstanding during the period

Earnings Before Interest Tax Depreciation and Amortization excluding specific items

Adjusted EBITDA excluding depreciation and amortisation of other intangible assets

Adjusted EBITA divided by revenue, and is expressed as a percentage

Adjusted net income divided by the weighted-average number of basic shares for the period

Adjusted EBITA less adjusted net interest costs, less adjusted tax expenses and share of profit of equity accounted investees (net of tax) and excluding adjusted items in financial results and income taxes

Adjusted net interest is defined as net finance cost, excluding fair value adjustments (for specific financial instruments) recognised in the Statement of profit or loss

Amsterdam Midkap Index

The Netherlands Authority for the Financial Markets or Stichting Autoriteit Financiële Markten

Annual General Meeting

The Alternative Investment Fund Managers Directive (2011/61/EU)

The articles of association (statuten) of the Company

The Audit and Risk Committee of the Supervisory Board

Net result attributable for equity holders divided by average shares outstanding during the period

The Base Erosion and Profit Shifting Project by the Organization for Economic Co-operation and Development (OECD)

Blackstone Perpetual Topco S.à r.l.

Compounded Annual Growth Rate

The total of Intangibles (including acquisition related and other assets), Property, Plant and Equipment, Total working capital (WC) in the Statement of financial position, and Other assets

Investments in property, plant, equipment, software and other intangible assets not related to acquisitions and excludes right-of-use assets

Centre of Excellence

Intertrust N.V. and/or any of its subsidiaries

COSO Enterprise Risk Management-Integrated Framework

Common Reporting Standard

Corporation Service Company, headquartered in Wilmington, Delaware, USA, cscglobal.com

Net result attributable for equity holders divided by average fully diluted shares outstanding during the period

The Dutch Central Bank or De Nederlandsche Bank

The Dutch Corporate Governance Code 2016

Profit/(loss) from operating activities excluding amortisation of acquisition related intangibles and impairment of goodwill

Profit/(loss) from operating activities excluding depreciation, amortisation and impairment of goodwill

ETR is calculated as minus one times income tax expense divided by the profit before tax of the Group

The regulated market operated by Euronext Amsterdam N.V.

The single currency introduced at the start of the third stage of the European Economic and Monetary Union pursuant to the Treaty on the functioning of the European Community, as amended from time to time

The Executive Committee of Intertrust

Ernst & Young Accountants LLP

The Foreign Account Tax Compliance Act

15 October 2015, the date on which trading in the Offer Shares on Euronext Amsterdam commenced

Full-Time Equivalents

Fair value through other comprehensive income

Fair value through profit and loss

Pound Sterling, The lawful currency of the United Kingdom

The general meeting (algemene vergadering) of the Company

The Company and its subsidiaries from time to time

Incremental Borrowing Rate is defined as the rate of interest a lessee would have to pay to borrow over a similar term, and with similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment

International Financial Reporting Standards as adopted by the European Union

Intertrust N.V., the Company

Initial Public Offering

Leverage ratio is defined as total net debt (on "last twelve months" (LTM) average FX rates) divided by the adjusted EBITDA excluding IFRS16, proforma contribution for acquisitions and full year run-rate synergies related to acquisitions and other Senior Facility Agreement (SFA) adjustments such as the addback of LTM LTIP, Share deferral plan (SDP) accruals

Long-Term Incentive Plan

The Management Board (bestuur) of the Company

Net Asset Value

The net of the cash and cash equivalents excluding cash on behalf of customers and gross value of the third party indebtedness

Net finance cost is defined as financial results excluding FX gains/losses

Net tax positions in WC is defined as the net of deferred tax balances and income tax receivables and payables

Organisation for Economic Co-operation and Development

Other working capital in the Statement of financial position is defined as the total of Other receivables, Prepayments and Other payables

The Remuneration, Selection and Appointment Committee of the Supervisory Board

Right-of-use Assets

Share Deferral Plan

Any holder of ordinary shares at any time

The ordinary shares in the capital of the Company

Income and expense items that, based on their significance in size or nature, should be separately presented to provide further understanding about the financial performance. Specific items include Transaction costs, Integration and transformation costs, rollover share-based payments, share-based payment upon IPO, share-based payment upon integration, and income/expenses related to disposal of assets. Specific items are not of an operational nature and do not represent the core operating results

The Supervisory Board (Raad van Commissarissen) of the Company

Performance Share Plan

Trade working capital in the Statement of financial position is defined as the total of Trade receivables, Work in progress, Trade payables and Deferred income

Ultimate beneficial owner

Current and prior period at constant currency and, if applicable, including proforma figures for acquisition(s) (excluding IFRS16 impact)

United States Dollar, the lawful currency of the United States of America

Viteos Rollover Share Plan

Management’s estimate of the time value of money

Working capital in the Statement of financial position is defined as the total of the trade working capital, other working capital and net current tax