afb-2025-12-31-1-en

Geographical split
of AuA under
distribution

Europe + UK

US + LatAm

Middle East + Asia


Allfunds Annual Report 2025	www.allfunds.com			2

Contents

Our Annual Report for 2025

This report combines all aspects of Allfunds Group’s performance and reflects how we are addressing areas

which we believe have the potential to have a material impact on the delivery of our strategic objectives.


Financial Statements
Preparation of financial statements and statement of directors’ responsibilities	128
Independent auditor’s report to the members of Allfunds Group plc	129
Consolidated Financial Statements	136
Notes to the Consolidated Financial Statements	142
Company Financial Statements	191
Notes to the Company Financial Statements	196


Additional Information
Reconciliations from IFRS to non-IFRS measures	202
Alternative Performance measures	204
Glossary	205
Shareholder information	206
Important legal information	211


Our approach to sustainability
Allfunds seeks to integrate ESG standards into our day-to-day operations and business development, while collaborating and working closely with our stakeholders’ groups. For that purpose, we launched our ESG Strategic Plan 2026 last year and we continue to make progress. To achieve its aims, Allfunds is an active participant in several leading industry initiatives and memberships including:

		Visit allfunds.com for more information


Allfunds Annual Report 2025	www.allfunds.com			3


	Contents			Business Model & Strategic report

Business Model & Strategic report


Allfunds Annual Report 2025	www.allfunds.com			4


	Contents			Business Model & Strategic Report			Chief Executives' review

Powering Connections,

Driving Record Growth

In 2024, Allfunds achieved a remarkable year with record-high €1.56 trillion in AuA, capturing a

28% market share in the European cross-border UCITS segment.

Leveraging this increased open architecture penetration and strategic diversification, Allfunds

plans to capitalise on growth opportunities in private markets, in fixed-income products and in

sustainable investments. Our strong cash flow generation and excess capital highlights our

capacity to invest in future growth potential and assess the best returns for our shareholders.

"Powering connections" is the driving force behind our success. By fostering strong relationships

with our partners and clients, we have delivered another year of record financial performance.

These connections have enabled us to accelerate growth in assets, revenue, and profitability,

demonstrating the tangible impact of our collaborative efforts and strategic investments. Through

these powerful connections, we continue to build a thriving ecosystem that supports sustained

growth and innovation.

Juan Alcaraz

Founder and CEO

Market environment

The global economy has demonstrated resilience, with

inflation steadily moving towards central bank targets and

growth maintaining a stable trajectory. While challenges

remain, there are numerous opportunities for progress.

Geopolitical tensions and high public debt ratios are being

managed, and there is a strong focus on enhancing medium-

term growth prospects. To ensure macroeconomic stability,

policy actions are being thoughtfully calibrated. This includes

easing monetary policy to sustainably contain inflationary

pressures, and implementing fiscal policies that create room

for future investments. Resolving conflicts in the Middle East

could stabilise energy markets and bolster confidence and

growth. Indeed early resolutions to all major geopolitical

conflicts could improve sentiment and lower energy prices.

Easing trade tensions may further support trade growth, while

positive surprises in growth prospects or disinflation paths

could enhance financial market stability. Additionally,

improvements in consumer confidence, driven by a quicker-

than-expected recovery in purchasing power, could lead to

increased spending or further investment.

The European fund industry experienced positive momentum

in 2024. The European UCITS (undertakings for collective

investment in transferable securities) industry saw a 15%

increase, reflecting improved investor sentiment. Mutual

funds and ETFs enjoyed net inflows, with mutual funds seeing

€356 billion and ETFs €261 billion in net inflows over the year,

according to EFAMA. Bond products led the inflows, while

equity products also performed well.

These trends highlight the resilience and adaptability of

the fund industry in navigating a complex macroeconomic

landscape.

The fund industry is brimming with positive opportunities.

The demand for fixed-income products has surged as

investors seek stability amid economic uncertainty, further

boosted by an easing interest rate environment. These trends

underscore the potential for fund managers to capitalise on

shifting investor preferences and market conditions.

Technological advancements also present significant

opportunities for the fund industry. Continued investment

in technology and digital platforms can enhance efficiency,

improve client experiences and enable innovative product

offerings. Moreover, the growing interest in sustainable and

ESG-compliant investments provides fund managers with the

chance to develop and market new products that align with

these criteria. Market diversification across regions, asset

classes and types of Distributors helps mitigate risks - and

capture growth opportunities in different segments. These

factors highlight the potential for growth and innovation in the

fund industry, even in a challenging macroeconomic

environment.

Business review

Allfunds capitalised on this environment, growing its assets

under administration (AuA) by 13% to reach a record high of

€1.56 trillion. Market share reached 28% of the open


Allfunds Annual Report 2025	www.allfunds.com			5


	Contents			Business Model & Strategic Report			Chief Executives' review

architecture segment of the European fund industry and

12.2% of the total European fund industry.

We continue to excel in the markets, thanks to our

strategic diversification across regions, asset classes

and distributor types.

The increase in open architecture penetration in Europe,

driven by positive market sentiment and the trend towards

outsourcing, has further strengthened our position.

It is important to reflect on the remarkable journey shared

throughout 2024. It was an extraordinary year for Allfunds,

filled with achievements, growth and pivotal milestones. This

also gives us an opportunity to express deep gratitude for the

unwavering support and trust of our shareholders.

This year, a historic milestone was reached by achieving a

record high in assets under administration, reaching €1.56

trillion. This achievement is a testament to the trust clients

place in Allfunds and the commitment of the team. The results

demonstrate not just the strength of the core business but

also the innovation and resilience that drive the Company

forward.

Our client wins continue to solidify our position as a market

leader in Europe and globally. This year, we successfully

onboarded 74 new Distributors, 40% more clients than in

2023 and welcomed 98 new Fund Houses. We have also

benefited from maintaining long-standing, deeply embedded

relationships, resulting in very high retention rates of 99%

for Distributors.

Despite recent changes due to the merger of Credit Suisse

with UBS, which led to UBS replacing Allfunds as the fund

distribution platform partner for the former Credit Suisse

business ('Discontinued Operations'), and hence cancelling

our exclusivity agreement in place, our performance remains

strong. Our flywheel effect has propelled Allfunds to achieve

a 28% share of the European cross-border UCITS segment,

(27% when excluding Discontinued Operations), showcasing

our ability to capture market share from legacy infrastructure

providers.

The Allfunds business, excluding Discontinued Operations,

has shown significantly better underlying revenue growth and

AuA net flow characteristics since 2021. Specifically, annual

revenue growth has been 2 percentage points higher than on

a reported basis (16% vs. 18% in 2024). Net platform flows

from existing and new clients, excluding CS/UBS, were €29

billion in 2024 compared to €(23)billion on a reported basis in

that same period.

In 2024, we also made strides in achieving our vision.

Building upon the foundations laid in previous years, Allfunds

solidified its position as the industry’s leading fund

distribution platform. We are in the process of innovating and

becoming a 'three-in-one' platform covering long-only

alternatives and, very soon, Exchange-Traded-products

(ETPs). Alongside steady growth in long-only AuA,

alternatives grew to a solid €19.4 billion in AuA, establishing

Allfunds as the preferred platform in Europe for streamlining

investor access to private markets funds. While ETPs are set

to launch officially in late 2025, this year has ensured

readiness in bringing this exciting new offering to life.

Equally transformative has been the implementation of a new

business strategy, with a greater focus on our all-in-one

service. This initiative embodies a commitment to a holistic

approach to sales, where every team member contributes to

cross-selling and upselling the entire suite of tools. Together,

the Company is shaping a future where the platform is the

ultimate destination and one-stop shop for fund distribution.

“This remarkable growth underscores our innovation,

resilience, and the trust placed in us by clients and

shareholders."

We continue leading innovation, promoting the further

adoption of our Allfunds Blockchain technology by the

industry. We announced a partnership between Allfunds

Blockchain, Hamilton Lane and Apex Group, aimed at

enhancing access to private markets through tokenisation.

This collaboration is set to transform the landscape of fund

operations, making them more streamlined and efficient,

while significantly enhancing investor access to high-

performance opportunities.

Additionally, the €100 million share buyback programme to

repurchase ordinary shares was completed last September.

This investment in the Company's own shares demonstrates a

commitment to delivering exceptional value to shareholders

and aligns with the capital allocation framework established

during the IPO. While the share price has decreased by 19.3%

this year, ending at €5.04, it presents a unique opportunity for

investors to capitalise on Allfunds' strong fundamentals and

future growth potential. This temporary dip in share price

does not reflect the underlying strength and resilience of our

business. Instead, it underscores the market's cyclical nature

and provides a compelling entry point for those looking to

invest in a company with a proven track record of innovation,

robust cash flow generation and strategic growth initiatives.

As we continue to execute our business strategy and expand

our offerings, we are confident that the market will recognise

the true value of Allfunds, leading to significant potential

gains for our shareholders.

Financial review and key highlights

The financial results reflect our strong strategic performance.

In 2024, we delivered record-breaking financial performance

with continued revenue diversification.

We are delivering on our growth strategy with exceptional

asset growth, as AuA (excluding Discontinued Operations)

soared to €1,503 billion, up 17%, with Platform Service surging

22% vs 2023. Our robust net flows, excluding Discontinued

Operations, reached €29 billion (3.2%) year-to-date, primarily

driven by fixed income and showcasing our strong core

business.

Additionally, migrations from new clients have continued to

be strong, underpinning the strength of our franchise. We

continue to make new client wins all around the world, while

capturing significant share from competitors, helping us to

diversify our distributor base. We achieved record migrations

of €73 billion (8.3%) year-to-date, with significant migrations

in the UK, Italy and Asia. When excluding the acquisition

made from Intesa, migrations also exceeded expectations at

€61 billion. Our market performance has been positive, with

an increase of €93 billion (10.5%).


Allfunds Annual Report 2025	www.allfunds.com			6


	Contents			Business Model & Strategic Report			Chief Executives' review

Our digital ecosystem is supported by best-in-class

proprietary technology. Our subscription-based revenues

represent 11% of total revenues by the end of 2024. We have

been focusing heavily on expanding our subscription

revenue-based pool, implementing a double strategy of

organic growth and selective M&A. This underlines the

increasing importance the subscription-based business

represents for the future of Allfunds.

We have seen solid subscription-based growth, with a 13%

increase compared to 2023.

Allfunds Alternatives Solutions, our proprietary platform to

access private markets, has grown its AuA to €19.4 billion,

with €10.1 billion in distribution growing at an impressive 81%.

Finally, our strong cash generation enabled us to continue to

make significant but targeted investments. During the year,

we have also strengthened our partnerships with Santander

and Intesa, successfully extending them for over 5 years. As

part of that stronger partnership with Intesa, we acquired the

local paying agent business of Fideuram in Italy, which

consolidates our leading position in Banca Corrispondente.

With Santander, our relationship has been strengthened

through a collaboration framework under which they have

agreed to partner across different areas, including: Santander

will remain as a strategic platform service client of Allfunds;

Allfunds will use the SWIFT bureau services of PagoNxt; and

Allfunds and Santander Wealth Management & Insurance

Division will explore different opportunities with regards to

digital tools and technologies.

Our financial performance has been record-breaking, with net

revenues hitting a record €632 million, up 16% year-on-year,

thanks to higher AuA and margin stability, and subscription

revenues. Comparing FY24 to FY23, revenues increased by

€86.6 million, driven by higher AuA, transactional activity and

liquidity remaining significantly above 2023. The platform

margin increased to 3.9bps in 2024.

In addition to new clients and acquisitions, we continue to

exercise discipline on costs while investing in the future

growth and revenue diversification of the Company. I would

like to reaffirm our commitment to investing in our people,

who form the core of our business.

Costs increased by €23.5 million in the year, mainly due to

higher variable costs from increased transactional activity in

Banca Corrispondente and higher FTEs due to business

growth.

Our adjusted EBITDA margin reached a record €422 million,

up 18% year-over-year, thanks to strong revenue

performance and cost stability, reaching a 67% adjusted

EBITDA margin (1 p.p.), in line with the guidance provided

during the year. The reported EBITDA increased by 26% year-

over-year to €401 million.¹

Net profit results show a negative figure due to the

impairment of the Discontinued Operations. However, our

adjusted net profit has increased by 16% year-on-year to

€253 million.

Technology and Operations

We invested a total of €55 million mainly to fund growth

initiatives while maintaining best-in-class platform services.

In the medium to long term, these investments will deliver a

more scalable and efficient business and enhance our

customer offering.

• We transformed our infrastructure by shutting down the

mainframe after 24 years and adopting open technologies.

These new systems improve quality, time-to-market and

efficiency, enabling better service and cloud-based

solutions for our core systems. This project highlights the

value of Allfunds' IT services and our commitment to

innovation and continuous improvement.

• Our Operations and Technology teams now report to our

Chief Operating Officer, enhancing synergies and fostering

collaboration. New roles and market leaders have been

introduced to refine our operating model. As a result,

Operations will shift from a Dual Hub model to Operational

Hubs, with leaders in Madrid and Warsaw, and other

international leads reporting accordingly. These changes

aim to enhance operational performance and accelerate our

transformation.

• We also welcomed our new Chief Data Officer, Miguel

Angel Treceño, to the Allfunds team. In his new role, he has

established a transformative data strategy that underscores

the critical role of data in our organisation. By optimising

data management and enhancing data quality, we can

leverage advanced analytics to drive informed decision-

making and foster innovation. This strategic focus on data

is essential for maintaining our competitive edge and

ensuring we deliver superior services to our clients.

Sustainability and People

Our dedicated team and their commitment to sustainable

growth are the driving force behind our success. We build

long-term, close relationships to deliver lasting value for

shareholders, clients and employees.

Three senior advisors have strengthened our team. Two will

expand our presence in key markets, crucial to our growth

strategy in Germany, France, and Benelux. The third advisor

will identify business opportunities and partnerships to ensure

the success of our ETP platform, launching in 2025. Their

strategic vision and leadership are invaluable as we continue

to innovate and expand.

Our people are the cornerstone of our achievements and

future ambitions, and investing in them is an ongoing priority.

We have welcomed and integrated colleagues from recent

acquisitions, invested in new talent and developed our

employees' skills. The number of Group permanent

employees grew by 4% in 2023 to 1,074. In 2024, we will

continue to invest in our people, particularly in growing our

Alternatives and Subscription-based teams.

Reflecting on 2024, we recognise this year as a pivotal

moment in our sustainability journey, marked by significant

progress in Environmental, Social and Governance (ESG)

management. With a strategic focus on strengthening our

commitments and aligning with global sustainability

standards, we have taken decisive steps to integrate ESG

principles across our operations.

A key milestone has been the continued implementation of

our ESG Strategic Plan 2026, reaffirming our long-term

commitment to environmental and social responsibility.

In response to evolving climate-related financial disclosures,

we published our first report aligned with the Task Force on

Climate-related Financial Disclosures (TCFD), ensuring


Allfunds Annual Report 2025	www.allfunds.com			7


	Contents			Business Model & Strategic Report			Chief Executives' review

greater transparency in how we manage climate risks and

opportunities. We also made significant progress in preparing

for compliance with the Corporate Sustainability Reporting

Directive (CSRD). This included conducting our first Double

Materiality Assessment and carrying out a gap analysis on

European Sustainability Reporting Standards (ESRS), both of

which are reflected in this publication.

We have also doubled our Charity Fund initiatives, amplifying

our social contribution during the 10th Anniversary year of the

Allfunds Charity Fund.

We look forward to achieving further progress on these

important matters.

Looking ahead

None of these achievements would have been possible

without the collective effort of every individual in the

organisation. Looking ahead, 2025 promises to be even more

exciting. With the official launch of the ETP platform and the

addition of top-tier talent to the team, the business is poised

to reach new heights. However, it is important to remain

vigilant given the market volatility, recent turmoil and

increased geopolitical uncertainty. These are ambitious times

for Allfunds, and there is confidence that together, the goals

will be achieved and new benchmarks for quality will continue

to be set.

Thank you once again for the commitment and hard work.

We are proud of what we have accomplished together and

are excited about the future. Let's keep up this momentum

into the new year with the same passion and determination

that have brought us where we are.

Juan Alcaraz

Founder and CEO



	Selected Major Product and Service Launches in 2024
	Allfunds Navigator:
	This tool provides clients and partners with a new resource to complement the one-stop shop, and combines advanced AI and machine learning with Allfunds’ extensive digital ecosystem. By leveraging this and the universe of over €4.5 trillion AUM, it will offer users a wealth of information, enabling them to identify market opportunities, locate the most promising Distributors, and uncover new opportunities. + INFO on page 8



	ANA (AI-empowered bot):
	An intelligent assistant designed to help users efficiently navigate an extensive fund universe. ANA was launched in Q3 and its capabilities will continuously evolve. It will serve as an ideal co-pilot for delivering all of the Allfunds digital ecosystem features. + INFO on page 10



	New white label fund hosting platform:
	This is a major step forward in empowering fund managers, and expands our service offering. This innovative platform will support traditional mutual funds and ETFs in Luxembourg and Ireland, with Allfunds Investment Solutions acting as the management company. This integrated solution is designed to support fund managers in launching new funds, leveraging Allfunds’ existing one-stop-shop platform. It connects fund managers’ ideas with Allfunds’ unparalleled distribution capabilities, providing a seamless and efficient route to market. This unique offering sets Allfunds apart from other players in the industry by combining best-in-class technology with unmatched access to a vast global distribution network. + INFO on page 13

¹ Number of Distributor contracts as of 31 December 2025

² Number of Fund Houses that have Global Distribution Agreements (GDAs) in place as of 31 December 2025.

3 "FY 2025 Constant perimeter" figures are adjusted to maintain the "FY 2024 ex DO" structure for comparison purposes.


Allfunds Annual Report 2025	www.allfunds.com			8


	Contents			Business Model & Strategic Report			2025 Key Financial highlights

2025 Key business highlights




	AuA	Net revenues	Adjusted profit after tax	Adjusted EBITDA margin	Normalised free cash flow
	€1.76tn	€622m	€265m	67.9%	€247m
		(€640m in Constant perimeter³, +4.8% in 2025)
+ INFO on page 202


Our purpose We are committed to reshaping the Wealth industry. At Allfunds, our strategy is anchored in an unwavering commitment to excellence. The driving force behind this dedication is our workforce, who strive tirelessly to provide outstanding client service and create value for all our stakeholders.	Our values		Our people	Sustainability
		ALL for Excellence
		ALL for Accountability		We are committed to become carbon neutral by 2030
		ALL for Empowerment		We are committed to become carbon neutral by 2030
		ALL for Inspiration
	+ INFO on page 55

Our clients
>930 Distributors 1			>1,450 Fund Partners under GDA 2

1,149

employees

from

nationalities


Allfunds Annual Report 2025	www.allfunds.com			9


	Contents			Business Model & Strategic Report			Allfunds at a glance			Who we are

Allfunds at a glance

Who we are

Allfunds is a leading global dealing and distribution platform within the wealth management

industry. Defined by its buy-free model, the breadth of its distribution network, strong global and

local execution capabilities, and a suite of value-added services, Allfunds has a longstanding track

record of delivering growth, with AuA reaching an all-time high of €1.76 trillion.

Allfunds leverages its scalable technology platform to provide

seamless, end‑to‑end connectivity between more than 3,400

fund partners and over 930 distributors across 66 countries.

By channelling savings into investments, it offers access to

an extensive and comprehensive range of products—

including traditional mutual funds, ETFs, and alternatives.

Distributors

Fund Partners

Benefits for Distributors

Broadest global access to

mutual funds, ETFs, and

alternative investments is

available, paired with

fundamental services and

provided within a loyalty-based

structure where buying incurs

no fees.

Utilizing digital technologies,

gain entry to one of globe’s

most extensive distribution

network to boost fund sales

and improve connectivity.

• Buy free model

• One stop multi-product platform

• Synergistic value-added services

Distribution

Private & Retail Banks

Dealing & execution

Mutual Funds

Insurance companies

& Pension Funds

VAS

Alternatives

Benefits for Fund Partners

Wealth managers &

Independent financial advisors

ETF

• Global distribution

• Synergistic value-added services

• Efficient distribution

Custodian & Investment Banks

Accelerating value through scale

Allfunds’ fast‑growing ecosystem offers a clear opportunity to

keep scaling driven by the expansion of open architecture

and increased outsourcing.

Distributors are expected by their clients to have broader

product shelves, seamless connectivity, scalable

infrastructure and, of course, by their shareholders, cost-

efficient operating models.

With more fast moving and complicated products, mutual

funds, ETFs and alternatives the level of operational

complexity is rising, reinforcing the value of platforms like

Allfunds.

An attractive revenue model driven by loyalty

and scale

Allfunds’ ‘buy‑free’ model drives strong client loyalty, and very

low churn. The majority of Allfunds’ net revenue comes from

fees. These are calculated daily as a margin on the Assets

under Administration (AuA) on the Allfunds platform. Another

source of revenue comes from subscription fees for

value‑added services.


Allfunds Annual Report 2025	www.allfunds.com			10


	Contents			Business Model & Strategic Report			Allfunds at a glance			Allfunds platform

Allfunds platform

The Allfunds platform amplifies value across its ecosystem, generating material benefits for both

Fund Partners and Distributors. This self-reinformed dynamic is commonly referred to as the

network effect.

The Allfunds platform occupies a central position in the global

wealth management industry, offering a comprehensive suite

of services designed for both Fund Partners and Distributors.

Its proposition goes beyond traditional fund distribution,

integrating advanced digital solutions that streamline

processes, increase transparency, and elevate user

experience across the investment value chain.

By securing competitive agreements with leading Fund

Partners, Allfunds provides access to a broad and diversified

universe of investment products. This extensive range

enhances the platform’s appeal to Distributors, who benefit

from efficient, centralized access to multiple funds through a

single, integrated entry point.

As Distributors channel increasing fund flows through the

platform, Fund Partners gain scale and visibility, creating a

self-reinforcing cycle of growth. Rising flows attract new Fund

Partners seeking access to Allfunds’ expanding Distributor

network, which further enriches the product offering and

strengthens the platform’s market relevance.

This expanding ecosystem support the commercial objectives of

all participants. At the same time, widespread adoption of

Allfunds’ digital tools produces valuable data insights that fuel

continuous improvement. Through this ongoing cycle of scale,

innovation, and data-driven enhancement, Allfunds consolidates

its position as a leading global provider of fund distribution and

digital wealth services, delivering sustained value across its

ecosystem.

Integrated - Scalable - Trusted

Alternatives

Mutual Funds

Fund

Partners

Distributors

ETFs


Allfunds Annual Report 2025	www.allfunds.com			11


	Contents			Business Model & Strategic Report			Allfunds at a glance			What defines us

What defines us



One stop multi product platform with synergistic services	Client centric, digital-first platform	Proven track record of profitable, organic growth	Uncovering opportunities for clients through technology	Strong cash generation & disciplined capital allocation

We connect fund manufacturers with fund buyers across mutual funds, ETFs, and alternatives through a single, integrated platform. Our ‘buy free’ model for distributors and synergistic value- added services for all clients deliver convenience, scale, and superior economics.	We deliver a seamless client experience powered by advanced data, analytics, and automation. Our end to end, fully digital architecture enhances connectivity between fund manufacturers and distributors, while our long-term partnership, customer centric mindset and service excellence differentiate Allfunds across the wealth ecosystem.	We operate in structurally attractive markets and continue to gain share through scale, service quality, and innovation. Our capital light model and operating leverage support sustainable, profitable growth and value creation over the cycle.	Allfunds thrives in adapting and innovating within a rapidly changing market, ensuring we deliver exceptional value to our clients. Our investments in technology also enhance our operational efficiency.	Our scalable, recurring revenue model translates into robust free cash flow, enabling a clear capital allocation framework: sustainable shareholder returns (dividends and share buybacks), strategic partnerships/M&A, and continued investment in platform enhancement.

Global scale coupled with local knowledge



	>3,400	>930	66
>168,500	>3,400	>930	66
Funds from over	Fund Partners available for distribution and trading on the Allfunds Platform with access to	Distributors in	Countries

Our global locations


Allfunds Annual Report 2025	www.allfunds.com			12


	Contents			Business Model & Strategic Report			Our Business Model

Our Business Model

Powering growth through a multi-product evolution

Allfunds is a leading global B2B distribution and dealing multi-product platform in the wealth

management industry, connecting distributors with fund partners. Its strength lies in the breadth

of its distribution network, strong global and local execution capabilities and synergistic

value‑added services. This combination of deep expertise and exceptional client service and

innovation have made Allfunds what it is today.


Mutual Funds				Alternatives
Allfunds offers a comprehensive fund distribution network globally, as well as access to the world's largest universe of mutual funds. Allfunds seats at the center of the attractive and growing wealth industry and well positioned to capture new flows. Long‑term Mutual Funds continue to show strong growth potential driven by demographics, economics and evolving investor behaviour. By focusing on segments that deliver stability and long‑term performance, Allfunds strengthens its commitment to sustainable growth and maintains a leadership role in shaping the future of global fund distribution.				Allfunds’ leading full service offering on its traditional platform has been extended at scale across the Alternatives platform, replicating and reinforcing our successful 'buy- free' and one-stop shop model for Alternatives. We are ideally positioned to lead the private markets opportunity for the Wealth segment. Allfunds’ Alternatives platform is positioned for faster growth than traditional products. Growing retail wealth allocation, with Europe and Asia progressing toward U.S. penetration levels. + INFO on page 13
+ INFO on page 8 and on page 9
ETFs
Our ETF distribution platform provides streamlined access to a broad universe of exchange‑traded funds from multiple issuers across different markets. It offers a unified infrastructure that connects participants to ETFs in a consistent and scalable way, facilitating their inclusion within a wide range of investment offerings. The platform supports the growing role of ETFs in the industry by enabling efficient access through a single point of connection
+ INFO on page 14

Mutual Funds

Alternatives

ETFs


Allfunds Annual Report 2025	www.allfunds.com			13


	Contents			Business Model & Strategic Report			Our Business Model			Allfunds Alternative solutions

Allfunds Alternative solutions

Allfunds connects distributors and fund partners to private markets via a single platform,

streamlining access, onboarding, and distribution at scale.


	One agreement unlocks instant access to more than 3,000 alternative funds from over 210 Fund Partners with more than 390 distributors actively allocating to alternatives through Allfunds.			A buy-free model for distributors, offering zero transaction and custody fees.			Streamline operational setup: trading, settlement, and core services.

Alternatives

business is

growing

exponentially

Figures in €bn

Execution

Distribution

Total AuA

+74%

+64%

+83%

>390

Distributors investing

un alternatives

213

+69 Y-o-Y

Fund Partners

onboard

>3,000

Alternative funds

available

Client

onboarding

Allfunds Private Partners programme (APP)

The APP is a strategic partnership that provides access to the

most sophisticated alternative strategies, tailored for private

banks and wealth managers.

Alts educational hub

Your gateway to dynamic events, expert-led learning

resources, and forward-looking insights into the world of

alternatives.


Allfunds Annual Report 2025	www.allfunds.com			14


	Contents			Business Model & Strategic Report			Our Business Model			ETP Platform

ETF Platform

Our ETF platform entered in operational mode in 2026, marking a major strategic step forward.

With strong issuer and distributor demand building, we are positioned to scale rapidly and drive

long‑term growth.



The new ETF platform will allow us to:
Expand our product offering, by distributing ETFs alongside mutual funds and Private Market funds.	Penetrate a new open architecture segment, by targeting a market that had surpassed €2.7 trillion in AuM by the end of 2025.	Unlock new opportunities by targeting distributor and Fund House relationships not yet part of the Allfunds distribution network.

Delivered

We successfully completed the pilot testing phase, validating

the platform's core functionality and capabilities, confirming

readiness for the next stage.

Pilot testing provided valuable feedback on areas requiring

further focus and development ahead of the 2026 launch to

ensure robust core functionality, operational readiness, and

client usability.

2026

Since early 2026 ETF platform has been operating in full

production mode. A significant milestone for the business.

The platform is live and available for clients and our priority

for 2026 is to further expand the platform’s capabilities to

meet the full range of client needs.

We enter the year with strong momentum, backed by a solid

pipeline of ETF issuers and an emerging roster of distributors

looking to Allfunds for a convenient core ETF solution.



	Allfunds is on track to deliver a comprehensive, end-to-end ETF servicing platform that addresses the full spectrum of client needs as ETFs increasingly become mainstream in Allfunds client propositions. We continue to focus on enhancing connectivity and straight-through integration with issuers, distributors, and service partners. This connectivity will accelerate platform adoption, increase automation, and reinforce Allfunds’ role as a central infrastructure provider within the ETF market.


Allfunds Annual Report 2025	www.allfunds.com			15


	Contents			Business Model & Strategic Report			2025 Key Performance Indicators

Key Performance Indicators

To drive continuous improvement and uphold responsible business practices, we have established

a clear set of key performance indicators. These KPIs enable us to systematically track progress

against our strategic priorities, strengthen the quality of service we deliver to clients, attract and

retain top talent, and ensure the scalable, long‑term growth of our platform.


	Financial measures

AuA (bn)

€1,760bn

Adj. EBITDA margin

67.9%

Net revenue

€621.9m

* "FY 2025 Constant perimeter"

figures are adjusted to maintain

the "FY 2024 ex DO" structure

for comparison purposes.

Adj. Profit after tax

€264.6m


Allfunds Annual Report 2025	www.allfunds.com			16


	Contents			Business Model & Strategic Report			2025 Key Performance Indicators

Normalised Free

Cash Flow

€246.7m


	Non-financial measures

FP – Client

retention rate

97.8%

D – Client

retention rate

98.8%


	Operational measures

Employee

retention rate

93.2%


Allfunds Annual Report 2025	www.allfunds.com			17


	Contents			Business Model & Strategic Report			2025 Key Performance Indicators

Trades placed

successfully

58.7m

STP orders

99.9%

New funds set up

25,214

Security rating

810


Allfunds Annual Report 2025	www.allfunds.com			18


	Contents			Business Model & Strategic Report			Strategy & Equity story			Our strategy

Strategy & Equity story

Our strategy

Market trends and opportunities for Allfunds

The strategic underpinning for our industry remains

unchanged. The wealth industry continues to be structurally

attractive, and we expect growth to accelerate, supported by:

• Ageing populations, rising savings and the continued

expansion in the use of investment products.

• The emergence of new wealth hubs in Asia and LatAm,

which continue to be significant forces in global asset and

wealth flows.

• Digitalisation, which is broadening access to investment

products and fostering a more engaged retail investor base

— increasingly accelerated by AI and new models of

data‑driven distribution.

• The ongoing development of a European savings and

investment ecosystem, which we view positively for

long‑term industry growth.

There is a clear opportunity for Allfunds to continue scaling,

driven by the expansion of open architecture and increased

outsourcing.

• Distributors are expected by their clients to offer broader

product shelves, seamless connectivity, scalable

infrastructure and cost‑efficient operating models

demanded by shareholders.

• The fast‑moving environment and rising complexity further

reinforce the value of platforms like Allfunds.




Growing and new wealth hubs	Growing open architecture

	1. Local and Cross-border fund distribution	4. Regulatory requirements increase
Retail investors becoming more digital, sophisticated and participative
	2. Investor sophistication	5. Higher complexity

	3. Expanding product set	6. Industry margin pressure

European Savings and Investment Union	Increasing outsourcing needs

Allfunds is well positioned to help clients capture the future growth of the wealth management industry.


Allfunds Annual Report 2025	www.allfunds.com			19


	Contents			Business Model & Strategic Report			Strategy & Equity story			Our strategy

In 2025 we undertook a deeper strategic review within this growing ecosystem.

Relying on our four strategic pillars, we are set to focus and react quickly to changes in our

fast-evolving operating environment.

Alternatives

Sustain

Deepen

ETFs

Fund Products

International

growth

Broaden

Mutual

Funds

Continuous

improvement

Synergistic

Value

Creation

Value Added

Services

Processes &

Automation

Partnerships

Allfunds is a B2B multi-product investment platform with global reach and deeply embedded client set of

relationships

Fund Products: As opportunities across the funds market

continue to expand, we are sharpening our focus on

delivering a truly world‑class distribution and servicing

platform, supported by a broader and more differentiated

product suite. We see strong and sustained momentum in

Alternatives and ETFs, which will remain central to our

strategy. By deepening our capabilities in these segments

and enhancing the end‑to‑end client experience, we aim to

position Allfunds as a partner of choice for investors across

market cycles.

International Growth: We will continue reinforcing our

position in developed markets while expanding our footprint

in higher‑growth regions such as Asia and America. This

geographic diversification will allow us to capture emerging

demand, broaden our addressable market and add resilience

to our growth engine.

Synergistic value creation: We focus on high‑value, truly

synergistic and scalable assets that meet our customers’

needs and where Allfunds can excel, supporting accretive and

sustainable profitability. Building on this foundation, we have

developed an offering centred on strategic, high‑impact

partnerships and a portfolio of value‑added capabilities —

including data analytics, regulatory and compliance support,

portfolio management solutions, and digital tools that

streamline operations. By integrating these solutions into a

cohesive ecosystem, Allfunds empowers Distributors and

Fund Partners to make better decisions, enhance

transparency and strengthen client relationships, extending

our value well beyond fund distribution.

Continuous improvement: Recognising that partnerships

enable us to accelerate growth, strengthen efficiency and

elevate client service, we will continue to actively pursue

them. Our approach prioritises exceptional client service and

operational excellence.


Allfunds Annual Report 2025	www.allfunds.com			20


	Contents			Business Model & Strategic Report			Strategy & Equity story			Our strategy

Participation choices from the Strategic Review

As part of the 2025 Strategic Review, we sharpened our strategic focus and took decisive actions to position Allfunds for

long‑term, sustainable success. We concentrated our efforts on businesses that are synergistic, profitable, and scalable; while

selectively partnering with leading specialists it helps us offer better solutions and service.

As a consequence of these decisions, we initiated the divestment process for WebFG and the ManCo Luxembourg business.

Both have been classified as “Non‑current assets held for sale” under IFRS 5. These activities offer highly customised services to

players in the wealth management value chain with whom we do not traditionally engage and therefore lack strong strategic

synergies with Allfunds. In addition, the strategic review also encompasses the restructuring of Mainstreet Partners, our ESG

data business.

To reinforce this strategic direction, we announced two partnerships that strengthen our commitment to providing best‑in‑class

services. First, we entered into a partnership with MSCI to jointly deliver enhanced data solutions to our clients. Second, we

entered into a partnership with Waystone to support our Luxembourg and Dublin ManCo clients. Our existing ManCo clients will

benefit from Waystone’s specialised oversight and governance expertise, while Waystone’s clients will gain access to Allfunds’

distribution network and technology.

These businesses were either loss‑making or margin‑dilutive and did not align with our growth profile. By taking these actions,

we can concentrate on what truly differentiates Allfunds and strengthens our financial profile.

Synergistic value creation portfolio

After completing our Strategic Review, our portfolio presents a clearer, more focused value proposition. The enhanced suite of

solutions now reflects a streamlined, impact‑driven offering—one that strengthens the value we deliver across our ecosystem

and positions us to address emerging needs with greater precision and scale.

• Nextportfolio, our modular portfolio and wealth management tool, empowers clients to take a holistic, client‑centric approach

through flexible architecture and advanced advisory capabilities.

• Complementing this, Connect offers access to our digital ecosystem of high‑performance tools and services that enhance

sales effectiveness, operational efficiency, and the overall client experience.

• Additionally, our Regulatory Solutions offering supports clients as they navigate complex fund‑registration requirements in

new jurisdictions, leveraging the Allfunds platform to simplify documentation and improve regulatory reporting processes.

Across the investment value chain, we continue to strengthen our specialised capabilities.

• Investment Solutions delivers tailored services in fund structuring, delegated management and2 model portfolio design,

catering to the diverse needs of banks, wealth managers, and institutional investors.

• Finally, our Blockchain technology is built on proprietary software and a dedicated network driving greater efficiencies and

transparency while creating cost‑saving opportunities within a blockchain‑enabled operational ecosystem.


Allfunds Annual Report 2025	www.allfunds.com			21


	Contents			Business Model & Strategic Report			Strategy & Equity story			Our strategy

Our strategic priorities




Fund Products	International growth	Synergistic value creation	Continuous improvement

Become the leading distribution platform, offering our clients a comprehensive range of products including mutual funds, alternatives and ETFs.	Strengthening our presence in existing markets while entering new regions to serve clients globally, leveraging local expertise and global scale.	Beyond fund distribution, we drive growth through value- added services that empower distributors and asset managers with advanced portfolio analytics and management solutions.	Continuing by forging strategic partnerships that accelerate innovation in products, technology, and solutions, positioning us as the partner of choice for efficient growth.


Progress in 2025 Our superior offering has enabled us to sustain and grow in 2025. We have achieved continuous onboarding of Fund Partners and Distributors.	Progress in 2025 We have captured and successfully onboarded Fund Partners and Distributors within all the regions we have presence, as well as we have managed to bring new assets from developing markets through nurturing and maintain relationships.	Progress in 2025 We have increased the penetration of our digital services: • In our existing client base • Intensifying our cross- selling efforts.	Progress in 2025 We have successfully closed milestone partnerships with strategic companies that will enable us to provide a better service and improve our cost base.


How we measure it • AuA growth by product. • Platform penetration • Net new flows • Market share gains	How we measure it • AuA growth by region • Onboarding by region	How we measure it • Net promoter score uplift • Pipeline and VAS revenue growth	How we measure it • Retention rate • Adjusted EBITDA margin (%) • New Fund Partners and Distributors


Future priorities • Continue to grow our presence • Expand further penetration of the platform	Future priorities • Expansion and growth to new markets	Future priorities Move beyond traditional fund distribution by positioning our digital services as a core enabler of client growth.	Future priorities Deepen co-innovation with key partners, expand a scalable ecosystem, strengthen partner enablement, and accelerate joint go to market to become the partner of choice for efficient growth.


Allfunds Annual Report 2025	www.allfunds.com			22


	Contents			Business Model & Strategic Report			Strategy & Equity story			Value creation

Value creation

Our business model has proven successful and resilient,

evolving into a well-diversified, multi-product platform. This

diversification is reflected in our global footprint, with a local

presence in 66 countries and 17 offices worldwide.

Leveraging our strong business model and broad client base,

we provide access to diverse markets, positioning ourselves

as a platform capable of capturing emerging global

opportunities and delivering integrated solutions. We

maximize client outcomes and operational efficiency through

synergistic, value-driven services.

At the core of our offering, our flagship fund products deliver

consistent performance and reliability, while enabling

innovation across complementary solutions. Our ability to

identify and pursue continuous improvements allows us to

adapt quickly to market shifts, explore new asset classes, and

embrace innovative strategies positioning us as an integrated,

scalable, and trusted B2B platform.


Value created in 2025

For our employees In 2025, Allfunds’ people drove our success by fostering high-performance culture built on adaptability and an organisational structure that evolves in line with business needs. Our teams have delivered measurable impact on growth and client satisfaction by developing new capabilities and applying them to real business challenges. We enhanced the overall employee experience by expanding training programmes and offering a competitive and attractive compensation package. Recognising the importance of balance, we continued to strengthen policies that support flexibility and work–life integration. Our ongoing commitment to DEI remained a consistent pillar of our culture, ensuring that every individual can contribute meaningfully to our collective success.	For our regulators We are committed to fostering strong compliance culture. In 2025 the Code of Conduct and key Compliance policies have been updated, strengthening Allfunds principles and values as well as the conduct that shall govern our daily tasks and objectives, with the purpose to create long- term sustainable value. Likewise, the renewal of the certification ISO 37301 of Compliance Management Systems, confirms the alignment to best practices and international standards. Our goal is to comply with both the law and with regulators' expectations, with strong professional behaviour, and be transparent with our stakeholders and the market.	For our clients We help our clients- both Fund Partners and Distributors - gain deeper insights into common distribution activities, enabling smarter decisions and greater efficiency. Beyond this, we are committed to reshaping the Wealth Management landscape by combining scale, expertise, and a forward-thinking digital approach. Recognizing the security challenges our clients face, we deliver robust Information Security solutions to safeguard their operations and ensure business continuity.



For our business partners Our partnerships are designed to drive transformation in the Wealth industry and strengthen the distribution chain. We have built this community on a foundation of excellence and accountability, guided by our Code of Conduct and a firm commitment to promoting human and labour rights.	For our investor community Our goal is to deliver long-term, sustainable value to our investors through a progressive dividend policy, strong Adj. EBITDA margins, and consistent share price growth. Capital return remains a key priority, exemplified by this year’s €80 million share buyback programme, successfully launched in May 2025 and completed by September 2025.	For our society Our community is central to our business, and we are committed to supporting it in every way possible. We contribute through awareness campaigns, crowdfunding initiatives, charitable donations, and by hosting events across all our offices.


Allfunds Annual Report 2025	www.allfunds.com			23


	Contents			Business Model & Strategic Report			Strategy & Equity story			A strong investment case

A strong investment case


Allfunds Annual Report 2025	www.allfunds.com			24


	Contents			Business Model & Strategic Report			Strategy & Equity story			Delivering long-term growth

Delivering long-term growth

With our advanced platform, extensive global reach and robust business framework, we remain

confident in our ability to deliver sustainable value to all stakeholders well into the future.

³ Based on 2021 Adjusted profit after tax accounted since the IPO (April 2021)

⁴ Cash dividend distribution subject to AGM approval. Share buyback programme has been terminated under the terms of the recommended cash and share acquisition

by Deutsche Börse AG

⁵ Part of the €250m SBB suspended as per the Deutsche Börse AG offer


Allfunds Annual Report 2025	www.allfunds.com			25


	Contents			Business Model & Strategic Report			Strategy & Equity story			Shareholder value creation

Shareholder value creation


	Consistent Free cash flow supporting long-term, disciplined capital returns

We deliver shareholder value through a highly visible, scalable, and cash‑generative business model that consistently converts earnings into recurring free cash flow. This strong cash generation, supported by limited capital intensity, provides the capacity to fund growth, invest in the platform, and return excess capital to shareholders. Our sustainable payout ratio, ongoing share buybacks, and disciplined approach to capital allocation enable predictable capital returns while maintaining balance‑sheet strength and strategic flexibility Normalised Free Cash Flow €247m up 3.6% in 2025

	Demonstrated Profitability

Our scalable platform benefits from significant operating leverage. As revenues grow, a substantial portion of incremental income flows through to profit and cash, supporting margin expansion and accelerating value creation. Adj. EBITDA margin 67.9%

	Recurring Revenues

A highly recurring revenue base, diversified across clients, products, and geographies, enhances earnings visibility and resilience across market cycles—supporting stable cash flows and long term confidence. Revenue €622m

	Together, these characteristics create a powerful value creation engine

Translating operating performance into tangible shareholder returns.

Ordinary dividend policy

Pay-out ratio on Adj. PAT (€m) 3,4

Share buyback programmes (€m)

46%

€100m share buyback

programme executed

over 2 years

32%

27%

25%

23%

⁵

⁴

⁶ Source: EFAMA

⁷ Latest publicly available data. Source: Platforum


Allfunds Annual Report 2025	www.allfunds.com			26


	Contents			Business Model & Strategic Report			Strategy & Equity story			Our addressable market

Our addressable market

We operate in a large and high-growth market underpinned by open architecture

penetration and outsourcing.

Addressable market

According to Allfunds’ estimates, using underlying data from

independent third parties, Global Managed AUM, across

institutional and retail funds, was estimated to be €80 trillion

at the end of 2024. The Global Managed AUM market is

expected to grow at 7% annually to reach around €114 trillion

at the end of 2025.

Alternatives and ETFs represent 20% and 15% of the total

assets respectively, with their share set to increase

significantly by 2025. In response to this growing investor

demand for Alternatives and ETFs alongside traditional mutual

funds, Allfunds continues to evolve into becoming a leading

B2B multi-product investment platform.

For 25 years, Allfunds has set out to fundamentally change

the industry by building a single fully integrated global

platform, providing Fund Houses with a single point of access

to the largest global distribution network.

Household wealth

We are still going through a sequence of global shocks that

are disrupting economies around the world. Over the past

three years, we have seen a pandemic, severe supply chain

disruptions, the Russia-Ukraine war, an energy crisis, tensions

in banking markets and now additional geopolitical shocks

such as the armed conflict between Israel and Hamas. The

resulting swings in activity and prices have caused significant

challenges to the economy and financial sector as a whole.

Authorities, policymakers and central banks have taken strong

action to contain the turbulence in the US, in Europe and

globally through a tightened monetary policy. According to the

International Monetary Fund in its 2024 World Economic

Outlook, the baseline forecast is for global growth to reach 3.3%

in 2025, broadly unchanged from 2023, and 3.3% in 2026. As a

result, wealth growth as one of our secular market growth

trends has remained robust, driven by steady global economic

expansion and declining inflation, despite the presence of policy

uncertainties and regional economic disparities.

With disinflation and steady growth, the likelihood of a hard

landing has receded, and risks to global growth are broadly

balanced. On the upside, faster disinflation could lead to

further easing of financial conditions. Looser fiscal policy than

necessary, and than assumed in the projections, could imply

temporarily higher growth, but at the risk of a more costly

adjustment later on. Stronger structural reform momentum

could bolster productivity with positive cross-border

spillovers. On the downside, new commodity price spikes

from geopolitical shocks – such as the attacks in the Red Sea

– and consequent supply disruptions could prolong tight

monetary conditions. These conditions could also be

prolonged by more persistent underlying inflation. Meanwhile,

deepening property sector woes in China or elsewhere,

disruptive tax hikes and spending cuts could also cause

growth disappointments. If those persist, this might have a

material impact on investors' willingness to invest in capital

markets, as happened in 2022.

Financial assets penetration

Over the years, and boosted by a favourable regulatory

framework, there were significant trends in the European

financial industry. These trends highlighted the role of Asset

Managers in serving investors, funding European companies

and aiding the transition to a greener economy. Financial

assets outpaced non-financial wealth during the 2020–2021

pandemic period, but non-financial assets narrowed the gap

in 2022 when household financial assets declined in value.

According to market data, forecasts suggest that financial

and non-financial wealth will continue to rise in tandem over

the next five years.

Open architecture penetration

Over the past two decades, there has been remarkable

growth in the distribution of third-party funds by financial

institutions, private banks, insurers, Wealth Managers and

other Distributors. Investors now expect access to a diverse

array of funds from international Fund Houses, and their

discernment has increased as their investment profiles evolve.

In response, Distributors have adapted their strategies. The

European fund industry is becoming more international, with

growing importance for cross-border funds. Consequently,

the proportion of cross-border Assets under Management

(AuM) funds within the total Aum held in Europe, considered a

reliable gauge of open-architecture adotion has steadily risen

over the years. As indicated by market data 6, the share of

cross-border funds domiciled in the European Union

increased from 52% in 2015 to 58% in 2025.

Outsourcing

Our clients, including Fund Houses and Distributors, are

proactively adopting cost-efficient operating models. They

achieve this by strategically outsourcing various functions –

such as back-office operations, portfolio tools and analytics,

regulatory compliance and legal services – to fund platforms.

This shift toward outsourcing, combined with a greater

reliance on open architecture models, empowers our clients.

Not only do they effectively navigate mounting regulatory

pressures, but they also meet the rising investor demand for

enhanced performance and diversified investment options.

According to market data, the share of assets outsourced to

European B2B fund platforms continued to increase in 2024

to 32% compared to only 22% in 2019 7.


Allfunds Annual Report 2025	www.allfunds.com			27


	Contents			Business Model & Strategic Report			Strategy & Equity story			Our addressable market

Market trends

Capitalising on favourable industry trends is what keeps us at the forefront of innovation.

Increasing wealth and savings

Over the past two decades, personal financial wealth across

the globe has nearly tripled. Despite crisis, economic shifts

and uncertainties, wealth continues to grow. This trajectory is

expected to persist, fostering financial wellbeing for

individuals worldwide.

According to market data from BCG, global financial wealth

rose by around 8% in 2024 and is expected to rise by 6%

through 2029.

The European Union is supporting several initiatives to

encourage more retail savings to go into investment products,

ultimately aiming to mobilise more private capital towards the

EU economy.

At the end of 2023, deposits accounted for around 41% of the

total financial assets owned by EU households, according to

EFAMA and ECB data. This significant share, which has

increased from the previous year, highlights an excess in

savings among EU households. In comparison, the proportion

of deposits in the US is considerably lower, underscoring the

disparity in savings behaviour between the two regions.

Allfunds is well positioned to capture flows if EU households

shift some of their financial assets from deposits into

investment products over the coming years.

Outsourcing and preference for open

architecture

Our clients, which include Fund Houses and Distributors, are

progressively embracing more cost-effective operating

models. This shift involves outsourcing a variety of activities

to fund platforms and includes areas such as back-office

operations, portfolio tools, analytics, regulatory and legal

services.

By leaning more heavily on open architecture levels, our

clients are better equipped to navigate the increasing

pressures of regulation. This approach also enables them to

meet the rising expectations of investors for performance and

diversification. The reliance on open architecture is not

merely a trend, but a strategic move that allows our clients to

stay agile and responsive in a dynamic market environment.

Furthermore, end investors are expressing a growing demand

for more access to open architecture fund products. These

products offer a wide range of options, allowing investors to

choose the ones that best align with their financial goals and

risk tolerance. The demand for high performance at the

lowest possible cost is a driving force behind this change,

with regulation also playing a significant role.

The adoption of lower-cost operating models and the shift

towards open architecture are transforming the way our

clients operate. This transformation is enhancing their

operational efficiency and enabling them to deliver greater

value to end investors. As we move forward, we expect

these trends to continue shaping the future of the fund

platform industry.

We continue to benefit from these outsourcing and open

architecture trends. During 2025, we onboarded 64 new

Distributors and 90 new Fund Houses onto our platform.

Access to private markets

Private markets (private equity, real estate, infrastructure,

private debt and hedge funds) are becoming increasingly more

attractive to companies because of the benefits they provide

in terms of flexibility, access to patient capital and reduced

short-term pressures. This transition has resulted in a dramatic

growth in private markets activity and its share of business and

asset finance. According to market data from asset

management research and consulting firm Novantigo, the

private wealth opportunity in Europe alone is projected to grow

at double digits annually to reach over €2 trillion AuM by 2032.

In particular, there is growing demand for broader access for

retail investors to achieve better portfolio diversification. The

emergence of European-domiciled structures like the ELTIF

and other evergreen funds is playing a critical role in

facilitating retail access to private markets.

Assets invested in private markets funds for the wealth

management segment – including ELTIFs and other evergreen

funds – are projected to grow by 29% annually over the next

three years, as per data from by Novantigo.

Allfunds Alternative Solutions, is making alternative funds

more accessible to Distributors by simplifying the operational

aspects of private asset investments, making them as easy as

conventional funds. In addition, our Allfunds Private Partners

programme has been established to help our clients access

best-in-class solutions and content from top global

Alternative Fund Houses.

Our efforts to facilitate the distribution of Private Markets is

already being recognised by the industry. European Private

Banks and Wealth Managers cite Allfunds as their preferred

platform for accessing these products for the second

consecutive year, according to a market survey published by

Novantigo in August 2025.

Growing popularity of passive funds and ETFs

Over the past year, the industry has observed a shift in

consumer preferences towards passive funds and exchange

traded funds (ETFs). This trend has exerted some pressure on

fund management fees. Passive funds, including mutual funds

and ETFs, are characterised by portfolios that mirror the

components of a specified index, or a similar pool of assets,

without active management by a Fund House.

The proportion of assets under administration (AuA) on the

Group’s platform attributable to passive asset classes and

ETFs is growing but remains relatively small. This is primarily

because the majority of our clients are private banks, which

tend to favour active fund management.


Allfunds Annual Report 2025	www.allfunds.com			28


	Contents			Business Model & Strategic Report			Strategy & Equity story			Our addressable market

In response to growing investor interest in ETFs, we are

launching a new ETP platform to support Distributors and

Fund Houses with the distribution of these products.

Our ETF platform will provide Allfunds clients with:

• More comprehensive fund selection with an expanded

universe of available ETFs alongside mutual funds and

Alternatives in Connect.

• Evidenced best execution.

• Enhanced execution functionality, with the convenience of

notional trading and fractional holdings.

Technology trends

Technology is transforming the wealth industry, mainly in how

services and products are combined and delivered. The value

chain used to have distinct functions, but new technology

and data – such as blockchain – have changed that. This has

created more competition across all services and products.

However, Allfunds sees disruption as an opportunity rather

than a threat. This is because we cover the entire value chain

and continue to enhance our offering – including, artificial

intelligence and blockchain technology. The Allfunds strategy

is to lead the industry’s evolution. Allfunds has the advantage

of being able to foresee clients’ changing needs and adapt to

new technological trends.

As a leading B2B Wealth platform, our ambition is to support

Distributors and Fund Houses worldwide through technology-

solutions and products.

Blockchain

Blockchain innovations have the potential to disrupt the

global asset management value chain by reducing risks and

streamlining and speeding up processes – as well as

simplifying the supply chain. Allfunds recognised this some

time ago and has been developing blockchain-based

solutions in collaboration with Distributors, Fund Houses and

regulators to bring more efficiency and transparency to the

fund distribution space.

Allfunds’ Blockchain division has not only emerged as a crucial

participant in pilot programmes but also as a dependable

collaborator for regulatory bodies. This is a testament to our

deep-rooted expertise and innovative approach to blockchain

technology. We have successfully cultivated strong

partnerships in France, Italy and Spain, further solidifying our

presence in the market. Our relentless pursuit of advancement

is evident in our FAST solution, Digital Assets-Tokenisation,

and active market collaborations. These solutions are

meticulously designed to offer an elevated level of security,

unparalleled adaptability and superior convenience to all

entities involved in the fund distribution value chain. This

commitment to enhancing stakeholder experience

underscores our dedication to revolutionising the industry.

Increased regulation

Over recent years, tremendous efforts have been made by

policymakers, regulators and industry to improve the current

framework governing retail investing – and to enhance the

offer to end investors, especially in the European Union.

This means that our clients are facing continued regulatory

pressure to increase transparency, particularly concerning

fees charged to investors and/or received from third parties.

These fees can affect the performance and returns of the

investments, so investors need to be aware of them. The

increased costs of regulatory compliance are putting pressure

on the cost-income ratios of banks, which measure how

efficiently they use their resources. In addition, greater

transparency regarding fees is driving investor demand away

from higher-cost captive, or closed-architecture funds,

towards lower-cost open-architecture funds. Captive funds

are those that are managed by the same entity that sells

them, while open-architecture funds are those that are

selected from a range of different providers. This also places

pressure on Distributors’ profits as they retain lower margins

on open-architecture funds.

Lower profit margins and investor demand are leading

Distributors to increase levels of outsourcing to lower-cost

third-party providers, such as fund platforms, that can offer

them more services and products.

In this context, the European Commission published the Retail

Investment Strategy (RIS) in May 2023. Is a comprehensive

package that seeks to better equip European citizens with the

safeguards and confidence needed to become capital

markets investors. A key element of the RIS is to strengthen

product governance rules and regulate the pricing process to

improve value for money for investors.

Due in large part to regulatory changes driving increased

transparency to end investors, the asset management

industry continues to shift away from higher-margin fees

based on negotiated rebates, and certain jurisdictions are

moving away from these fees. Negotiated rebates are fees

that are paid by fund managers to Distributors for selling their

funds. Although they previously created conflicts of interest,

they are essential for remunerating the distribution effort.

Some jurisdictions, such as the United Kingdom, the

Netherlands and Switzerland, have imposed bans or caps on

these negotiated rebates, following the principles of investor

protection and fair competition.

Due to the implementation of MiFID II in the European

Economic Area, the majority of Allfunds’ business has already

shifted away from fees based on negotiated rebates. Allfunds

was already ahead of the curve because since 2017, due to

anticipated changes to regulation, we have been actively

reducing the rebate-earning AuA (from 29% of AuA to only

10% as of December 2025). Allfunds continues to shift its

business mix and apply its new pricing model, reducing the

exposure to rebate-earning AuA.

Our response to market trends

As a pioneering force in the B2B Wealth industry, Allfunds is

agile in responding to market trends. Meanwhile, our strength

is rooted in our capacity to access a broad and swiftly

growing market, fortified by open architecture, extensive

market penetration and strategic outsourcing. Our

demonstrated success proves our adaptability in navigating

changes in demand or regulatory environments, all while

preserving a resilient business model. Moreover, our

dedication to innovation means we can identify the essence

of client demand trends, potentially initiating significant shifts

to business contributions.


Allfunds Annual Report 2025	www.allfunds.com			29


	Contents			Business Model & Strategic Report			Sustainability overview			Sustainability approach

Sustainability overview

Sustainability approach

In 2025, the organisation delivered strong progress across all

ESG pillars according to our ESG Strategic Plan 2026

approved by the Board of Directors.

Environmentally, we advanced towards carbon neutrality with

an XX% reduction in our carbon footprint, provided

environmental training to 100% of employees, expanded ISO

14001 onsite audits by 72%, and sustained TCFD aligned

reporting for a second year.

On the social front, we reinforced our commitment to talent,

diversity, and community engagement. Training hours per

employee increased by an 2.30%, we launched a new

employee platform to enhance engagement, and the

proportion of women in leadership rose by 16.1% percentage

points. Collaboration with clients and suppliers in community

and nonprofit initiatives grew by an (43.23%).

In governance, we strengthened oversight and transparency,

undertaking more internal control reviews and continuing a

proactive approach to regulatory compliance.

These combined actions resulted in a notable uplift in

external ESG ratings, with improvements equivalent to two

rating tiers across leading agencies (S&P Global and MSCI),

underscoring the effectiveness of our strategy and

commitment to sustainable performance.

+ INFO on Allfunds website

Double Materiality

Assessment

We updated our Double Materiality Assessment (DMA) during

2025 in full alignment with ESRS and the CSRD.

The DMA, in which various stakeholders have participated,

enables us to reconfirm that our pillars collectively address

our material sustainability impacts, risks, and opportunities.

They reinforce our commitment to achieving rapid, large-

scale development that benefits people and the planet while

ensuring the long-term resilience of our business.

+ INFO on Sustainability Statement 2025 - Double Materiality

Assessment

Results by Topic

ESRS - E1

Climate change

Material issues include Scope 3 greenhouse gas emissions

(commuting, travel, purchased services such as data-centre

electricity) and electricity consumption across the value

chain. These represent negative impacts and expose the

Company to transitional and operational risks as well as

efficiency opportunities.

ESRS - S1

Own workforce

Positive impacts: inclusive culture, fair remuneration, anti-

harassment measures, accessibility for employees with

disabilities, and a stable/safe working environment. Risks:

talent scarcity for advanced digital roles, labour-rights

compliance, and health & safety incidents. Opportunities:

wellbeing and work-life balance, continuous learning and

leadership development, and diversity, equity and inclusion to

drive innovation and retention.

ESRS - S4

Consumers and end users

Material matters are privacy and data protection. A severe

security breach could cause a negative impact on clients and

a financial risk through regulatory non-compliance and

reputational damage across the value chain.

ESRS - G1

Business conduct (including cybersecurity)

Positive impacts arise from transparent, ethical practices and

a strong risk-management culture including anti-corruption

and anti-bribery training. Risks include potential misconduct,

supplier relationship weaknesses, regulatory non-compliance

amid expansion and complexity, and cybersecurity threats.

Opportunities include reputation and competitiveness gains

and supplier-management excellence.

ES1

Tech for responsible investing (entity-specific)

Positive impacts stem from a robust IT infrastructure and

innovative solutions (AI, ML, blockchain, cloud) that enhance

user experience and promote responsible investment through

ESG analytics. Opportunities include revenue growth, market

expansion and efficiency improvements aligned with client

demand for sustainable investing solutions.


Allfunds Annual Report 2025	www.allfunds.com			30


	Contents			Business Model & Strategic Report			Sustainability overview			Sustainability approach

Double Materiality Matrix

The figure below visualises Impacts, Risks and Opportunities

(IROs) by their financial and impact materiality scores. Dashed

red lines indicate the 2025 thresholds (3.15 financial; 3.25

impact).


Sustainability Topic	Impact Materiality Score (Max)	Financial Materiality Score (Max)		Double materiality Score (Max)
Sustainability Topic		Risk	Opportunity

ESRS E1: Climate Change	3.7	2.6	2.5	3.7
ESRS S1: Own workforce	4.1	3.7	3.5	4.1
ESRS S4: Consumers and end users	3.3	4.0	Not identified	4.0
ESRS G1: Business conduct	3.8	4.0	4.0	4.0
Entity-specific: Tech for responsible investing	4.5	Not identified	4.4	4.5


Assessment Threshold	1	Minimal	2	Low	3	Medium	4	Significant	5	Major


Impact materiality	5.0
	4.0



		3.25
		3.25

	3.0
	3.0
	2.0
	1.0
	—					3.15
		—	1.0	2.0	3.0		4.0	5.0
		Financial materiality


	Materiality Thresholds:
	Impact Materiality = 3.25
	Financial Materiality = 3.15

	Material Topics
	E1 Climate change S1 Own workforce S4 Consumers and end users G1 Business conduct ES Entity-Specific: Tech for responsible investing

	Screened Out Topics (N/A to Allfunds)
	E2 Pollution E3 Water and marine resources E4 Biodiversity and ecosystems E5 Resource use and circular economy S2 Workers in the value chain S3 Affected communities

ES1 Tech for

responsible investing

l S1 Own workforce

l G1 Business conduct

E1 Climate change

S4 Consumers

and end-users

Changes from 2024 to 2025

Material topics remain E1, S1, S4, G1 and ES1. Entity-specific

topics were consolidated; IT security was integrated under

G1; and Protection of whistle-blowers sub-topic fell below the

raised impact threshold due to strong controls and absence

of recent cases.


Allfunds Annual Report 2025	www.allfunds.com			31


	Contents			Business Model & Strategic Report			Sustainability overview			Sustainability approach

Sustainability priorities


	Environment
Climate change and environment management (E1)

Policies and procedures • Environmental and Climate Change Management Policy • Environmental Management System Manual • ISO 14001 Certification (Global) • ISO 14064 Certification (Global) • Allfunds Environmental Programme • LEED Certification (HQ)		Milestones • Published the TCFD Report, providing a comprehensive analysis of climate-related risks and opportunities based on our 2025 data. • Achieved alignment with the Paris Agreement, ensuring that our activities do not contribute to a global temperature increase beyond 1.5°C. • Expanded our use of renewable energy across more offices, increasing its share of our electricity consumption to 93% - up from 92% in 2024. • Revalidated carbon footprint ISO 14064 and Environmental Management System ISO 14001 certifications. • Completed 72% of external environment audits in offices (covering 90% employees) according to ISO 14001. • Completed a new employee survey to calculate CO2 emissions from employee commuting.


	KPI 2025
1.77		8.18	1,469.78	1,543 MWh	93%
CO2eq Tn emissions of Scope 1 (0 in UK)		CO2eq Tn emissions of Scope 2 (0 in UK)	CO2eq Tn emissions of Scope 3 (0 in UK)	Electricity consumption	Energy consumption coming from renewable sources


Allfunds Annual Report 2025	www.allfunds.com			32


	Contents			Business Model & Strategic Report			Sustainability overview			Sustainability approach


	Social
Own workforce (S1)

Policies and procedures • Remuneration Policy • Flexible Work Policy • Learning and Development Policy • Professional Career Plan • Gender Equality Plan, Diversity and Inclusion Policy and a Protocol for Prevention and Action Against Harassment • Global Health, Safety and Wellbeing Policy and Workplace Accident Procedure • Recruitment Policy • Human Rights Statement		Milestones • Continued to progress on the Human Capital Management Strategic Road Map. • Awarded the Top Employer certification in Spain, which recognises excellence in human resources management. • Higher Employee Engagement: Achieved a 92% participation rate and a 74% engagement score, outperforming industry averages and reinforcing a highly committed workforce. • Enhanced Workforce Diversity: Workforce reached 55 nationalities, with rising female representation — especially in Middle Management (41.56%) and the Executive Committee (28.57%). Company wide DEI and anti- harassment training deployed, with zero discrimination complaints. • Investment in Talent Development: Delivered 21,936 training hours (+12.35%) with an average of 19.09 hours per employee, boosted by new programs in Data, AI, tech skills, and leadership. • Reinforced Health and Safety measures: Secured ISO 45001 certification in Spain, recorded zero work-related accidents, expanded H&S training and emergency drills globally, and rolled out enhanced wellbeing initiatives.
	KPI 2025


1,149	98.26%	453	55
Total employees (6.98% increase)	Employees with permanent contract	Women (39% of total employees)	Nationalities

729	21,936		11.40%
Employees between 30 and 50 years old	Hours of training (19,524 in 2024)	People with internal development opportunities	Turnover rate ( 10.11% in 2024)


Allfunds Annual Report 2025	www.allfunds.com			33


	Contents			Business Model & Strategic Report			Sustainability overview			Sustainability approach


Consumers and end users (S4)

Policies and procedures • General Privacy Policy • Client Complaint Channel • Client Complaint’s Handling Procedure


KPIs 2025	10	11	26
	Data Protection Breaches	claims	complaints received through the Client Complaint Channel (compared with 15 claims and 29 complaints in 2024)


Local communities

Policies and procedures • Allfunds Charity Fund Policy • Allfunds Volunteering guidelines • Allfunds Crowdfunding platform		Milestones • In 2025, we conducted a full review of our Charity Fund policies and procedures and developed the Allfunds Volunteering Guidelines , which were approved by the Allfunds Charity Committee. • Our contribution was allocated across key focus areas: Health Care (49%), Disability Inclusion (27%), Humanitarian Aid (17%), and Education & Work (7%). • We provided a total of €241,920 in social contributions, supporting 39 social initiatives. • NGOs, volunteers, and beneficiaries rated our social initiatives with an average satisfaction score of 3.9 out of 4. • A total of 268 employees participated in volunteering activities, dedicating 1,235 hours.
	KPIs 2025
	KPIs 2025

3.9/4

Average satisfaction

rating (NGOs, volunteers

and beneficiaries)


€241,920	39	268	1,235
Total contribution	Beneficiary social initiatives	Employee volunteers involved	Volunteer hours dedicated

+ INFO Allfunds’ Charity Fund Activity Report 2025


Allfunds Annual Report 2025	www.allfunds.com			34


	Contents			Business Model & Strategic Report			Sustainability overview			Sustainability approach


	Governance
Corporate governance (G1)

Policies and procedures • Articles of Association • Board of Directors Rules of Procedure • Non-Executive Directors’ Profile • Non-Executive Directors´Retirement Schedule • Risk and Audit Committee-Terms of Reference • Remuneration, Appointment and Governance Committee Terms of Reference • 430 (2B) Notice • Board Diversity Policy • Conflict of Interest Policy		Milestones • Strengthen Allfunds' governance of sustainability related matters: ◦ Allotted specific duties to the Board of Directors and each of the Board Committees with regard to sustainability and ESG topics. ◦ Reviewed the progress of the ESG Strategic Plan target for 2026. ◦ Reviewed a number of existing ESG-related corporate policies such as Supplier Code of Conduct, Charity Fund Policy. ◦ Directors received an intensive, customised training programme. • Monthly review of new ESG regulatory obligations coming into force in 2025 through the Compliance Monitoring Programme.


	KPIs 2025
%		%	%		%
Compliance with the applicable Best Practice Provisions of the Dutch Corporate Governance Code		Independent directors	Women directors	Board meetings	Attendance ratio


Allfunds Annual Report 2025	www.allfunds.com			35


	Contents			Business Model & Strategic Report			Sustainability overview			Sustainability approach


Business conduct (G1)

Policies and procedures • Code of Conduct • Reporting channel • Criminal Risk Prevention and Compliance Policy • Compliance Monitoring Programme • Anti-Corruption and Gifts and Entertainment Policy • Manual for the Prevention of Money Laundering and Terrorism Financing • Privacy Policy • Conflict of Interest Management Policy • Related Party Transactions Monitoring Procedure • Insider Trading Policy • Tax Strategy • Board Diversity Policy • Non-Executive Directors’ Profile • ESG Policy • Human Rights Statements • Stakeholders Dialogue Policy			Milestones • Strengthen Allfunds' governance of sustainability related matters: • Allotted specific duties to the Board of Directors and each of the Board Committees with regard to sustainability and ESG topics. • Reviewed the progress of the ESG Strategic Plan target for 2026. • Reviewed a number of existing ESG-related corporate policies such as Supplier Code of Conduct, Charity Fund Policy. • Directors received an intensive, customised ESG training programme. • Re-evaluation of our ESG risks and in particular environmental and climate-related risks in accordance with Task Force on Climate-related Financial Disclosures (TCFD). • Re-validation of Compliance Management Certification based on the international standard ISO 37301:2021. • Reinforcement of the content of the Code of Conduct. • Updating the procedure and giving greater visibility to the Reporting Channel to report any irregularities, especially those that might constitute improper practices, law breaches or allegedly illegal acts.

98.13%

Employees trained on

the Code of Conduct


Allfunds Annual Report 2025	www.allfunds.com			36


	Contents			Business Model & Strategic Report			Sustainability overview			Sustainability approach


Suppliers (G1)

Policies and procedures • Supplier Selection Procedure • Supplier Code of Conduct • Modern Slavery Act applied to supplier			Milestones • Enhanced our ESG criteria for suppliers by: introducing a new supplier matrix that assesses their impact; increasing requirements for crucial suppliers to ensure stronger compliance with sustainability standards; and by updating our Supplier Code of Conduct to reinforce our commitment to responsible and ethical business practices.


	KPIs 2025	XX%	780	XX

Supplier expenses:		Invested in local suppliers	Suppliers	Average days payable supplier ratio


Information security (G1)

	Policies and procedures • Information Security System • A Crisis Management Plan • Business Continuity Plan	Milestones • Adopted the new NIST CSF 2.0 framework. This adds a new function, Governance, which reinforces the importance of aligning senior management and its business strategy with information security. • IT Security Director Plan has been extended to 2025 including DORA, Zero Trust and Cloud strategy. • Renewed our certification of our financial and technology processes through the ISAE 3402 (SOC 1 Type 2) certification to ensure the quality of outsourced managed hosting solutions. • Compliance with technical exercises for financial institutions in compliance with TIBER-EU.

phishing

incidents

for 2024 Endpoint

Detection and

Response (EDR)


Allfunds Annual Report 2025	www.allfunds.com			37


	Contents			Business Model & Strategic Report			Sustainability overview			Sustainability approach


	Entity Specific
Innovation and digitalisation (ES1)

Policies and procedures • Xxxxxxxxx xxxxxxxxxxxxxxxxxxxxxxx		• Creation of two new services: Fund Registration and Regulatory Reporting - to meet the evolving needs of Asset Managers, offering comprehensive solutions for expanding market access and regulatory compliance. Allfunds Blockchain • Expanded the capabilities of its FAST solution to digitise the process of switching mutual fund portfolios between financial providers. FAST has been growing in Spain, expanding its functionality after a new ideation process with 18 local and international financial institutions. There is further geographical potential in the Italian market, after an ideation process with a number of key financial institutions and international players. • Tokenisation of a Luxembourgish ELTIF and a BBVA Asset Management investment fund.


Milestones Innovation • Allfunds drives AI innovation and infrastructure optimisation with Google Cloud. • Developed a new range of advanced widgets integrating user browsing data from 800+ financial institutions with AI algorithms. These tools offer deep insights into market trends and investor behaviour, enabling asset managers to make more informed decisions in the WealthTech sector. • Launched a new Alternatives microsite within Allfunds Connect. It provides a centralised resource dedicated to empowering partners in their distribution endeavours, especially in exploring new markets and segments.


KPIs 2025	XXXX	XXXX	XXXX
	Xxxxxxxx xxxxxxxxx	Xxxxxxxx xxxxxxxxx	Xxxxxxxx xxxxxxxxx


Responsible investment (ES1)

Policies and procedures • Responsible Investment Policy				• Portfolio Solutions: increasing capabilities to make ESG- related investment advice with the use of efficient and compliant tools. • Reporting: providing a set of reporting possibilities at fund and portfolio level, now with an in-depth financial and ESG analysis in clients' look and feel. • Green, Social, Sustainability (GSS) Bonds Database: providing ratings of green, social and sustainability bonds in the market based on MSP´s unique rating model. The rating relies on the ESG score of the issuer and on issuance-specific information gathered by analysts on the sustainability of the bond framework and on the additional proceeds financed.


Milestones • Renewed our commitment to the Principles of Responsible Investment of the United Nations. • Fund tools: providing advanced ESG search criteria and comparison tools • ESG Funds Ratings: offering a trusted solution for ESG due diligence and regulatory compliance - powered by MSP and MSCI.


KPIs 2025	Over 200,000	59%	37.2%
	EETs are available in Allfunds database	AuA of Allfunds’ platform related to ESG (article 8 and 9 SFDR)	Allfunds´revenues are linked to ESG products and services


Allfunds Annual Report 2025	www.allfunds.com			38


	Contents			Business Model & Strategic Report			Sustainability Overview			Climate related disclosures

Climate related disclosures

Our climate-related disclosures as at the end of 31 December 2025 are in accordance

with sections 414CA and 414CB of the Companies Act 2006 which outline requirements

for non-financial reporting.

Introduction

Our climate change commitments and approach

Allfunds prioritises environmental protection, aligning its

activities with key international initiatives such as the ISO

14001 Environmental Standard, the UN Global Compact, the

UN Sustainable Development Goals, and the Paris

Agreement, which provide a vital framework for its

operations. This has been reflected in our Climate Change

Management and Climate Change Policy as well as in the

ESG Strategic Plan 2026.

The Group’s approach is summarised in its Environmental

Management System, which comprises the four following

aspects:

• Environmental protection measures

• Environment criteria in the supply chain

• Reporting and transparency

• Environmental culture

All of which are targets subject to periodic review and aligned

with ISO 14001.

The Climate Change Management and Environment Policy

seeks to define the principles that guide Allfunds and its

group companies, at a global and local level, to support and

improve its environmental performance. It develops Allfunds’

commitments in the environmental dimension outlined in its

ESG Policy.

In addition to the importance of compliance with relevant

environmental legislation, this Policy provides guidance for

all staff, management, suppliers, business partners and

stakeholders on all actions and measures taken to improve

our environmental protection.

Governance

The Board’s oversight of climate and

nature-related risks and opportunities

Climate-related financial disclosures:

CFD-a. TCFD: G-a

The Board of Directors is responsible for developing the

Group’s views on sustainable long-term value creation, and for

formulating and overseeing a strategy consistent with those

views, which includes a climate-related strategy. The Board is

also responsible for approving all non-financial reporting,

including reporting on climate-related issues, and for regularly

monitoring climate risk management and the effectiveness of

corresponding control systems. The Board also approves the

Group’s annual budget, including estimated expenses or

investments relating to climate action. In performing its duties,

the Board considers, among other things, the impact of the

Group’s operations on the environment.

Within the Board, the CEO is responsible for the executive

leadership of the Group in accordance with the Board-

approved strategic objectives. He is entrusted with the day-

to-day management of the Group, including, among other

things, matters and climate action. The ESG Department

reports directly to the CEO and the CEO belongs to the ESG

Internal Committee of Allfunds.

The Risk and Audit Committee is responsible for overseeing

the non-financial reporting process and assists the Board in

supervising the integrity and quality of non-financial

information, including climate-related information. It also

supervises the choice of external standards against which the

Group wishes to report and the identification, management

and reporting of material topics. This Committee also

monitors the relationship with third parties involved in

auditing or verification of non-financial information.

The Remuneration and Appointments Committee assists the

Board in defining compensation structures, setting E&S

performance metrics (some of them climate-related) for

variable compensation and monitoring their progress. This

Committee also assists the Board in reviewing its collective

skills and identifying potential gaps or development needs,

including those with regard to climate.

In 2023 the Board of Directors approved the ESG Strategic

Plan 2026, which includes targets to become carbon neutral

by 2030.

The Board of Directors also decided that the annual bonus

of the global population of Allfunds should be linked to E&S

metrics with the aim of promoting the development of a

leadership model and culture focused on sustainability.

These metrics include climate-related goals. Target measures

and performance levels are disclosed in the 2025

Sustainability Report.

Management’s role in assessing and managing

climate and nature-related risks and opportunities

Climate-related financial disclosures:

BEIS (a). TCFD: G-b

Climate-related responsibilities have been assigned to the

Sustainability department and the Sustainability Internal

Committee.

Sustainability Internal Committee

• Developing and Implementing Allfunds’ general strategy

with respect to ESG matters that includes the TCFD


Allfunds Annual Report 2025	www.allfunds.com			39


	Contents			Business Model & Strategic Report			Sustainability Overview			Climate related disclosures

Sustainability department

• Monitoring ESG performance of the Group

• Reporting data on ESG to third parties

• Communicating and positioning Allfunds on ESG issues

• Coordinating all ESG governing bodies

Other organisational areas:

Manage and control key topics for which they are responsible

• Compliance: Policies and Legal Risks derived from climate-

related issue

• Risk Management:

◦ IT and IT Security: Technology Risks derived from

climate-related issues

◦ Strategy and Product development: Market Risks

derived from climate-related issues

◦ Global Facilities: Physical Risks derived from climate-

related issues affecting offices where Allfunds operates

Strategy

Climate-related financial disclosures:

BEIS (d1) (d2). TCFD: S-a

Allfunds’ climate strategy covers the entire value chain, as

the Company believes that taking a leadership role can build

a more sustainable future for business, stakeholders, and

the planet.

Following increasing climate-related regulation worldwide and

considering how ESG factors have become more important

for investors as they allocate capital, Allfunds has integrated

environmental criteria into its corporate purpose, using a

comprehensive and integrated approach.

Climate change management

Allfunds’ environmental commitments are set out in the

Climate Change Management and Environment Policy and

involve the following specific actions:

Preventive approach

Taking a preventive approach that favours the environment

whenever Allfunds participates in projects where there may

be a threat of serious or irreversible damage to the

environment or human health.

Risk management

Opting for a sustainability approach based on the

management of environmental risks and conducting activities

to identify, measure, assess, mitigate, control and monitor

risks and any direct and indirect impact caused by our

operations. This approach involves correctly assessing the

impact that climate and environmental risks may have on the

environment where the Group operates.

To this end, Allfunds will integrate environmental criteria into

its processes and will review existing controls or define new

ones where appropriate. As a second line of defence, Allfunds

includes environmental matters in its compliance monitoring

programme, and integrates environmental risks in its risk

management processes.

To complete this approach, the Group has taken the

steps recommended by the TCFD to identify and assess the

potential materiality of risks and opportunities to increase our

positive effects and mitigate negative impacts on our

business.

Climate change mitigation

Moving towards becoming a carbon-neutral company by

2030, reducing greenhouse gas emissions and offsetting

emissions that cannot be avoided, and working to mitigate

and adapt to climate change through activities that contribute

to the transition towards a decarbonised society.

• Actions to achieve this commitment include:

◦ Definition of GHG emission reduction plans, for Scope 1, 2

and 3.

◦ External verification of our carbon footprint on an annual

basis.

◦ Transition to use of 100% renewable electricity.

◦ Reduction in the use of fossil fuels.

◦ Introduction of energy efficiency measures.

Environmental protection measures

Collaborating in the protection of the environment and the

prevention of pollution by:

◦ Making energy savings wherever possible throughout the

organisation.

◦ Preventing and reducing waste generation and managing

it appropriately, fostering the circular economy.

◦ Reducing the consumption of electricity, water, and

materials, and encouraging sustainable consumption.

◦ Reducing hazardous waste and pollutants and ensuring

the proper handling of these materials.

◦ Assessing the environmental impact of our business

activities and working to conserve biodiversity.

◦ Promoting environmental best practices throughout the

Group.

◦ Driving the digitalisation of processes and the use of

environment friendly technology and services.

Environmental criteria in the supply chain

Establishing environmental criteria when selecting suppliers

and when making procurement and hiring decisions.

Integrating environmental variables into the business strategy

and the design of new financial services and products. In

particular, highlighting environmental-related information in

the investment funds distributed on

Allfunds’ platform.

Environmental culture

Assigning roles and responsibilities and allotting appropriate

resources to implement the commitments set out in this

Policy. Providing training and skills-building programmes and


Allfunds Annual Report 2025	www.allfunds.com			40


	Contents			Business Model & Strategic Report			Sustainability Overview			Climate related disclosures

launching awareness and educational campaigns among all

in-house and subcontractor personnel as regards

environmental best practices and climate change. Seeking to

positively influence the environmental conduct of our

stakeholders. Encouraging active participation,

communication, and establishing an open and transparent

dialogue regarding environmental management with a view to

motivating and involving all stakeholders.

Reporting and transparency

Measuring, recording, and reporting on the main

environmental indicators with transparency, and openly

communicating environmental matters or issues to relevant

stakeholders. To this end, the annual ESG Report and other

related documents are available on the Allfunds website,

which contains important data on environmental matters.

Suppliers and clients share our approach

ESG criteria (including environmental topics) have been

established in the selection of suppliers, the onboarding of

New Fund Houses and the procedure for approving new

services.

Allfunds carries out a due diligence process with new

suppliers and when renewing current suppliers, taking

environment issues into consideration. The company

prioritises the environmental responsibility of suppliers that

share its values and show their commitment to sustainability

and environmental performance. During 2024, the company

has strengthened supplier requirements based on their

environmental impact and conducts more thorough

compliance reviews, as reflected in the updated Supplier

Code of Conduct and Selection Procedure.

Allfunds takes commitment to sustainable development very

seriously, addressing and solving climate-related challenges.

At the same time, the Company provides the relevant data,

expertise, and connected technology to all stakeholders, so

that they can make well-informed decisions.

Thus, Allfunds promotes ESG investment, establishing internal

mechanisms to consider ESG criteria applied to products and

services, offering more than 60,000 products that are

categorised as Article 8 and Article 9, thereby showing the

Company’s ability to respond to clients’ needs.

Decarbonisation Plan

Allfunds’ Decarbonisation Plan approved by the Board of

Directors was developed and produced with the goal of

becoming a carbon neutral company by 2030, which included

near-term targets. This plan is an important part of the ESG

Strategic Plan and contains specific emission reduction

targets along different time horizons:

• 2023: Compliance with the Paris Agreement to limit global

warming to 1ºC according to SBTi

• 2026: 100% electricity consumption from renewal energy

sources

• 2028: Net zero in absolute scope 1 and 2 GHG emissions

• 2030: To achieve carbon neutrality: offsetting with

absorption or mitigation projects.

The approach towards these targets is aligned with the latest

climate science aimed at limiting global warming to 1.5°C and

adopts best practices of avoiding and lowering greenhouse

gas (GHG) emissions by carefully tracking and disclosing our

performance, implementing energy reduction initiatives and

transitioning to low-carbon energy sources.

As such, in early 2025, a GHG Inventory of the Allfunds Group

was prepared, including all direct and indirect emissions of

the 17 Allfunds offices around the globe, and compared to the

year 2022.

The result of the GHG inventory allowed the Company to

calculate and certify its carbon footprint according to ISO

14064, as well as to set 2022 as the baseline year for

Decarbonisation Plan targets

Achievements

The Group has progressed in its transition plan with the

following achievements over the course of 2025:

• Published TCFD Report on climate related risks and

opportunities with 2024 data.

• 60% external environment audit in offices (covering 87% of

employees) according to ISO 14001.

• Achieved Carbon Footprint aligned with the Paris

Agreement (Scope 1,2 and 3).

• 93% of electricity consumption from renewable resources.

• New employee commuting survey for the carbon footprint

calculation.

• An in-depth mandatory environment training course was

launched to all employees.


Allfunds Annual Report 2025	www.allfunds.com			41


	Contents			Business Model & Strategic Report			Sustainability Overview			Climate related disclosures

Risks and opportunities derived from climate change

Climate-related financial disclosures: BEIS (d1) (d2). TCFD: S-a

Climate-related Risks

Transition Risks


Risk category	Time horizon	Mitigation strategy

Current legislation The risk of non- compliance with applicable regulations on climate adaptation. n	Short Term < 1 year	All climate-related regulations are analysed together with other applicable legislation through the Allfunds Compliance Monitoring Programme, as established in the Compliance Risk Management Manual. This comprehensive approach ensures that all relevant laws and regulations are considered in our compliance efforts. Following our regulatory monitoring and Risk Appetite Statement (RAS), we have determined that there is no substantial risk at present. However, we include climate-related regulations in our risk assessments due to the potential reputational risk or financial loss that could arise from non- compliance with current climate-related laws and legislations. The risk of non-compliance with applicable regulations is managed internally by several dedicated teams, including Compliance, Risk, Legal, and ESG. These teams collaborate closely, holding monthly meetings to analyse the business implications of regulations and assess how to maintain ongoing compliance. The outcomes of these meetings are regularly submitted to the Board’s Risk and Audit Committee for review. The primary regulations affecting the company pertain to the disclosure of information on climate- related issues. Key regulations include: • EU Directive 2014/95/EU on the disclosure of non-financial and diversity information (NFR Directive) • ECB Guide on Climate-Related and Environmental Risks for Banks • Bank of Spain (BoS) Guidelines • EU Environment Taxonomy Regulation By adhering to these regulations and maintaining a robust compliance framework, we aim to mitigate any potential risks associated with climate adaptation and ensure transparency and accountability in our environmental impact reporting.
Emerging legislation The emerging climate legislation risk refers to the potential challenges and uncertainties that the business faces due to new and evolving laws and regulations aimed at addressing climate change. n	Medium Term 1-5 years	One of the objectives of the Allfunds Compliance Monitoring Program is to detect Emerging Regulation risks related to climate change that may have an impact on the company. Where appropriate, we usually involve other stakeholders to help us provide input on such emerging regulations. For example, during 2025 we reviewed: 1. Corporate Sustainability Reporting Directive (CSRD) with the 2025 Omnibus Package that requires disclosure of compliance with the transition to a sustainable economy including limiting global warming to 1.5°C and climate neutrality by 2050. 2. Corporate Sustainability Due Diligence Directive (CSDDD) has been simplified alongside CSRD in 2025. 3. SFDR - regulatory technical standards (defines pre-contractual and periodic reports): i. the templates for the sustainability-related disclosures applicable to financial products that promote environmental or social characteristics and with environmental objectives; and ii. the statements on principal adverse impacts on sustainability factors. 4. Capital Requirements Directive - CRD VI proposals that are aimed at further strengthening the EU prudential framework, tackling emerging risks to banks (especially those stemming from the climate crisis). 5. Spanish Environmental change and Energy transition Law 7/2021 - requests additional disclosures among the report with prudential relevance, through an annual report assessing the financial impact on the company of the risks associated with climate change, including the risks of the transition to a sustainable economy and the measures adopted to address those risks. 6. EU Taxonomy - 2025 adjustments - Investment funds relying on taxonomy‑aligned KPIs (e.g., for Article 9 strategies) may see reduced mandatory data availability. 7. EU Green Bond Regulation (in force since 2024, applicable in 2025) Important for funds investing in fixed income or launching green bond funds.


Allfunds Annual Report 2025	www.allfunds.com			42


	Contents			Business Model & Strategic Report			Sustainability Overview			Climate related disclosures


Risk category	Time horizon	Mitigation strategy

Technological Risk Technological risk refers to the potential challenges and uncertainties associated with the development, deployment, and reliance on technologies aimed at mitigating or adapting to climate change. n	Short Term < 1 year	Technological risk is a crucial component of the Allfunds Risk Management System. It encompasses risks associated with insufficient or faulty hardware and software within technical infrastructures, which may compromise the availability, integrity, accessibility, and security (including cybersecurity) of said infrastructures and data, as defined by the European Banking Authority. Such risks can lead to reduced operational efficiency, increased costs, and data vulnerabilities, among other issues. In addition, we monitor technology risk in alignment with the TCFD framework. This includes risks related to replacing existing products and services with lower-emission alternatives, unsuccessful investments in new technologies, and the costs associated with transitioning to lower-emission technologies. In our annual review, Allfunds determined that the climate risks associated with technology are low. To mitigate these risks, we have implemented several preventive measures aimed at reducing energy consumption and carbon emissions from our technological infrastructure and equipment: • Energy efficiency: We maximise the energy efficiency of our technological equipment by selecting products with energy efficiency labels, implementing automatic shutdowns when equipment is not in use, shutting down some test environments during nights and weekends, and regulating ambient temperature. • Renewable energy sources: We use renewable energy sources to power the technological infrastructure and equipment in most of our offices, particularly our Data Centre located in Spain. • Virtualisation: We use virtual servers and other technological equipment to reduce our energy consumption and carbon emissions by allowing multiple systems to share the resources of a single server. • Cloud strategy: Over the next three years, we plan to transition our current infrastructure to cloud service providers with a positive carbon footprint, such as AWS and GCP. • Recycling and reusing: We practice recycling and reusing to minimise the need for new products, thereby reducing carbon emissions associated with manufacturing. This includes internal reuse and donations to NGOs through the Allfunds Charity Fund.
Market Risk Market risk refers to the potential financial losses and business impacts that arise from changes in market dynamics due to climate change. n	Short Term < 1 year	The market risk of not taking into account customer or market trends related to climate change could impact our ability to attract and retain clients, as well as our market share. That is why, at Allfunds, we constantly analyse the demands of our clients and the dynamics of the market to adapt our services and/or create new solutions. Allfunds has a strategy to provide value-added services to its clients, filling a growing gap in specialised ESG-related services where climate related matters are included: • For distributors: providing a full set of ESG tools to help them create an ESG-focused offering, properly assess the ESG profile of funds and portfolios, and report extra-financial performance in a transparent and user-friendly way. By helping distributors with their ESG requirements, Allfunds is supporting a wider adoption of ESG investment funds and portfolios by investors. • For fund managers: helping them to analyse the compliance of their funds with relevant ESG regulations, assess the sustainability profile of holdings and produce advanced impact reports. By helping fund managers with their ESG requirements, Allfunds is supporting the creation of more ESG investment products while helping to reduce greenwashing risks.
Reputational Risk Reputational risk refers to the potential damage to the company’s reputation due to its perceived or actual response to climate change n	Short Term < 1 year	Allfunds has identified climate change as a potential source of reputational risk tied to changing client or investor perceptions of the organisation's contribution to or detraction from the transition to a lower-carbon economy. • From the client perspective: Allfunds core business is to provide investment and ancillary services related to investment funds, as well as other digital and technological services linked to the distribution of investment funds. The only way Allfunds can contribute is by providing access to information in a simple and effective way on investment funds that include ESG criteria, including those related to climate change. In this sense, Allfunds has been offering its clients various ESG- related services since 2020, which in the last year has increased thanks to the acquisition of Mainstreet Capital Partners. • From the investor perspective: Allfunds believes that consistency and transparency in the information provided on the company's climate change strategy, impact and risks is crucial. Thus, it avoids having a bad rating/ranking in Environmental, Social and Governance (ESG) matters that could affect the reputation of the company, its ability to attract new investors, and its share price.


Risk exposure	n LOW	n MEDIUM	n HIGH


Allfunds Annual Report 2025	www.allfunds.com			43


	Contents			Business Model & Strategic Report			Sustainability Overview			Climate related disclosures

Physical Risks


Risk category	Time horizon	Mitigation strategy

Acute Risk Acute risk refers to the potential immediate and severe impacts of climate-related events on the company’s operations, financial performance, and overall resilience. n	Medium Term 1-5 years	As part of the Business Continuity Plan (BCP) and Disaster Recovery Plan (DRP), Allfunds has incorporated adverse weather events among other potential scenarios. Consequently, a comprehensive contingency plan is in place to address these risks should they materialise.
Chronic Risk Chronic risk refers to the long-term, persistent impacts of climate change on a company’s operations, financial performance, and overall resilience. n	Long Term < 5 years	Allfunds offices with more than 20 employees, located in cities such as Madrid, Warsaw, Milan, Valencia, London, Luxembourg, and Zurich, are exposed to chronic climate change risks, including floods, forest fires, extreme heatwaves, and unusual weather patterns. The severity of these risks varies based on the specific location and characteristics of each city. Recognising that no city is entirely immune to the impacts of climate change, it is crucial to implement measures to mitigate and adapt to these risks as they arise. This includes: 1. Activating the Allfunds Continuity Plan and Disaster Recovery Plan. 2. Regularly adapting and updating these plans to address evolving climate risks. ^*Note: An office with more than 20 employees is to be considered as having a significant impact for the Group.


Risk exposure	n LOW	n MEDIUM	n HIGH


Allfunds Annual Report 2025	www.allfunds.com			44


	Contents			Business Model & Strategic Report			Sustainability Overview			Climate related disclosures

Climate-related Opportunities


Opportunity category	Description	Time horizon			Potential positive impacts
Opportunity category	Description	Short Term < 1 year	Medium Term 1-5 years	Long Term > 5 years	Potential positive impacts

Resource Efficiency	Use of more efficient modes of transport	•	•	•	The company is seizing the opportunity to positively impact the climate by promoting more efficient modes of transport. Initiatives include offering special loans to employees to purchase hybrid or electric vehicles, implementing a travel policy that prioritises essential trips only when telecommunication is not feasible, providing electric car charging stations at the central office in Madrid, and encouraging the use of public transport.
	Use of more efficient production and distribution processes	•	•	•	By digitising the fund distribution process, Allfunds significantly reduces the need for physical paperwork and in-person meetings, thereby lowering the carbon footprint associated with traditional financial transactions, especially through its Blockchain solutions. This contributes to a more sustainable and efficient financial ecosystem.
	Use of recycling	•	•	•	Allfunds has implemented different waste management methods, including recycling of various materials and the donation or resale of office equipment. By recycling materials such as paper, cardboard, plastic, organic waste, batteries, fluorescent bulbs, and toners, the company significantly reduces the amount of waste sent to landfills. This helps decrease greenhouse gas emissions associated with waste decomposition. By donating furniture, computers, and mobile phones to non-profit organisations or reselling them to employees with proceeds going to charities, Allfunds not only benefits the community but also promotes a culture of sustainability and social responsibility. This can enhance the company’s reputation and strengthen stakeholder relationships.
	Move to more efficient buildings	•	•	•	Allfunds prioritises the sustainable and flexible nature of renting office spaces, allowing the company to choose locations that align with its commitment to environmental responsibility. By prioritising buildings with environmental certifications, efficient waste and water management, and renewable energy sources, Allfunds ensures that its operations are eco-friendly. The main office in Madrid, which accommodates half of the group’s employees, exemplifies this commitment with its LEED Gold certification and solar panels that generate electricity and heat water for self-consumption. This approach not only supports the environment but also enhances the company’s reputation as a leader in sustainable business practices.
	Reduced water usage and consumption	•	•	•
Energy Source	Use of lower-emission sources of energy	•	•	•	Support use of renewable energy, purchase renewable energy, switch to energy-efficient lights and water-saving devices. Create a low-carbon workplace and reduce resource consumption by implementing energy-saving actions and paper reduction measures.
	Use of supportive policy incentives				Not applicable
	Use of new technologies	•	•	•
	Participation in the carbon market				Not applicable


Allfunds Annual Report 2025	www.allfunds.com			45


	Contents			Business Model & Strategic Report			Sustainability Overview			Climate related disclosures


Opportunity category	Description	Time horizon			Potential positive impacts
Opportunity category	Description	Short Term < 1 year	Medium Term 1-5 years	Long Term > 5 years	Potential positive impacts

Products/ Services	Development and/or expansion of low emission goods and services	•	•	•	By offering a comprehensive platform for fund distribution, Allfunds facilitates and promotes investments in sustainable and green funds. This encourages financial institutions and investors to support environmentally responsible projects and companies, driving capital towards initiatives that have a positive environmental impact.
	Development of climate adaptation and insurance risk solutions	•	•	•	Allfunds' platform offers tools and services that help financial institutions assess and manage climate-related risks. This includes integrating climate risk assessments into investment strategies, which can lead to more resilient and sustainable financial portfolios.
	Development of new products or services through R&D and innovation	•	•	•	As a one-stop shop for financial solutions, Allfunds fosters innovation in green finance by providing the necessary infrastructure and support for developing new financial products and services that address climate change. This includes green bonds, climate-focused mutual funds, and other innovative financial instruments.
	Ability to diversify business activities	•	•	•	Allfunds' ecosystem serves as a hub for collaboration and knowledge sharing among financial institutions, fund houses, and other stakeholders. This can accelerate the adoption of best practices in sustainable finance and drive collective action towards addressing climate change.
	Shift in consumer preferences	•	•	•	The company’s digital solutions include advanced tools for ESG (Environmental, Social, and Governance) reporting and analytics. This helps fund houses and distributors provide transparent information about the environmental impact of their investments, enabling investors to make informed decisions that align with their sustainability goals. Additionally, by leveraging its position as a comprehensive digital solutions provider, Allfunds can play a pivotal role in advancing sustainable finance and contributing to global efforts to combat climate change.
Markets	Access to new markets		•	•	By offering and promoting sustainable investment products, such as green bonds, ESG funds, and climate- focused mutual funds, Allfunds can attract a new segment of environmentally conscious investors. This opens up new markets focused on sustainability and responsible investing.
	Use of public-sector incentives				Not applicable
	Access to new assets and locations needing insurance coverage				Not applicable
Resilience	Participation in renewable energy programs and adoption of energy efficiency measures				Not applicable
Resilience	Resource substitutes/ diversification				Not applicable

Metrics and targets

Climate-related financial disclosures:

BEIS (g). TCFD: M-a

Calculation of the Group’s carbon footprint considered the

following aspects:

a. Scope 1 GHG emissions corresponding to direct emissions

coming from:

• Fuel consumption in buildings from natural gas or oil-fired

boiler activity. No fuel of this nature is consumed directly at

any of our sites.

• Emissions due to refrigerant gas leaks in refrigeration and

air conditioning equipment. Our refrigeration and air

conditioning equipment had no gas leaks during the entire

year of 2025, thanks to our Environmental Management

System, which ensures that regular maintenance is carried out.

• Vehicle fuel consumption. Vehicles owned by Allfunds are

leased and are a company benefit available to employees.

The vehicles are for private use and therefore not taken into

account in the carbon footprint calculation.

b. Scope 2 GHG emissions, considering indirect emissions

due to electricity consumption in buildings. The calculation

is both location-based and market-based. We source our

electricity from the general grid. For locations with


Allfunds Annual Report 2025	www.allfunds.com			46


	Contents			Business Model & Strategic Report			Sustainability Overview			Climate related disclosures

individual meters, we calculate consumption directly.

However, for sites where electricity is included in rental

fees and actual usage cannot be determined, we estimate

based on average employee presence or square footage,

along with the cost of electronic devices used during

working hours. It should be noted that the electricity

supplied to our offices located in London, Luxembourg,

Madrid, Milan, Paris, Valencia, Warsaw and Zurich, comes

from 100% renewable sources.

c. Scope 3 includes other indirect emissions like:

• Emissions due to the energy consumption of the servers

and data processing centres used by the organisation to

offer its main service.

• Production of material purchased during the year: devices

(computers, monitors, mobile phones) and toner.

• Business travel: employee commuting, trips by plane, train,

taxi and vehicles with a driver.

Emissions caused by Allfunds staff due to employee

commuting accounted for 55% of total emissions during 2025,

followed by emissions due to business flights, which

accounted for 33% of the total.

Employee commuting emissions have been calculated based

on the results of the mobility survey carried out in 2025, which

considered both the movements of people, and the different

means of transport used to come to the office.

Every year, Allfunds is audited by external third parties to

ensure that the Company is aligned with its environmental

commitments and/or transition plan:

1. Our Environmental Management System is certified

according to ISO 14001

2. Our carbon footprint and Transition plan is certified

according to ISO 14064

Both certifications are available at Allfunds’ website:

https://allfunds.com/en/esg/policies-statements/

GHG footprint evolution


GHG emissions (tCO2eq)	2024	2025
Scope 1	11.3	1.8
Scope 2 (market based)	8.7	8.2
Scope 3	1,241.8	1,469.8
Employee commuting	667.9
Business travel	521.2
Material and Services purchased	52.7
Total	1,262	1,480

The methodology used for the calculation of the carbon

footprint has been developed in accordance with ISO 14064.

CO2 emissions (scope 1 + scope 2) intensity


GHG emission intensity (tCO2eq)	2024	2025
CO2 emissions (scope 1 + scope 2)/ employee	0.02
CO2 emissions (scope 1 + scope 2)/ net revenue M€	0.03	0.02

Energy consumption


Energy consumption (MWh)	2024	2025
Total energy	1,445	1,543
Non-renewable energy	119	105
Renewable energy	1,326	1,438
% of renewable energy	92	93.19

These figures are the result of a series of measures that have

been put in place in order to improve energy efficiency such as:

• Twelve solar panels are in place for the production of hot

water and renewable electricity in the Madrid office. From

January to December 2023, the solar panels produced

18.73 MWh of electricity.

• All lighting has a DALI (Digital Addressable Lighting

Interface) dimming system that allows individual lights or

fixtures to be controlled digitally. The lights are dimmable

via FUDOMO's BMS building management software.

• The owners of the building in Madrid and London achieved

the LEED GOLD (Leadership in Energy and Environmental

Design) Certification during 2022 (the certification is

awarded every three years). This is a green and sustainable

building programme that requires objective evidence that

specific requirements have been met with regard to

sustainability, efficiency in the use of water, energy,

atmosphere, materials and resources, indoor environmental

quality, locations and linkages, environmental awareness

and education, and design innovation.

• Printers have been replaced with more efficient models with

lower energy consumption.

EU Taxonomy

The EU taxonomy regulation does not apply directly to our

business model and is therefore not suitable as a reference

framework for classifying our products and services in terms

of sustainability. For 2025, we have not identified any

economic activity covered by the respective delegated act.

Furthermore, we did not identify any material investment or

operating expenses that fall within the scope of the delegated

act in the 2025 financial year.

The following table shows the proportion of aligned and non-

aligned turnover, capital, and operating expenditure:


Category	Aligned	Non-aligned
Net revenue	—%	100%
Operating expenditures	—%	100%
Capital expenditures	—%	100%

⁸ See our Policy on Bilateral Contacts with Shareholders and our Related Party Transactions Monitoring Procedure here.

⁹ This stakeholder’s classification is irrespective of the fact that Allfunds’ business is primarily driven by its regulatory framework and of Allfunds’ firm commitment to

legal and regulatory compliance.


Allfunds Annual Report 2025	www.allfunds.com			47


	Contents			Business Model & Strategic Report			Sustainability approach			Stakeholders engagement

Stakeholders engagement

The long‑term strength of Allfunds is closely tied to its capacity to create value for a wide and

varied group of stakeholders. To support this goal, we integrate stakeholder insights on

sustainability into both our strategic planning and our business model, ensuring they remain

aligned with the company’s priorities.

The Stakeholder Dialogue Policy, approved by the Board of

Directors, defines the principles and processes that guide our

structured and inclusive engagement with stakeholders. It

offers a clear reference for employees and company

representatives, ensuring transparency and encouraging

relationships built on trust and constructive collaboration. Its

purpose is to support decision‑making informed by a broad

range of viewpoints.

We classify our key stakeholders into six categories, grouped

as primary or secondary depending on the nature of their

connection with the organisation. Primary stakeholders

maintain a direct interest in our activity, while secondary

stakeholders interact with or benefit from the company in a

more indirect way. Despite these differences, all stakeholder

groups play an essential role in our long‑term success.


Primary Stakeholders

Employees	Clients	Investor community
• Direct employees (full time and part time) • External employees (trainees, interns, subcontractors, temporary agencies)	• Fund Houses • Distributors	• Shareholders ⁸
	• Fund Houses • Distributors	• Investors • Rating agencies • Analysts • Proxy advisors

Secondary stakeholders

Regulators 9	Business partners	Society
• Public authorities and supervisors • Policymakers and legislators • Industry forums and working groups	• Strategic business & technological partners • General suppliers • Advisors & consultants	• Non-governmental organisations (NGOs) • Media • Opinion leaders • Civil society • Environment


Allfunds Annual Report 2025	www.allfunds.com			48


	Contents			Business Model & Strategic Report			Sustainability approach			Stakeholders engagement


	Employees Direct employees (full time and part time), external employees (trainees, interns, subcontractors, temporary agencies)

Key areas of interest		Engagement Channels	Actions and outcomes 2025

• Performance‑driven culture, supported by structured feedback and evaluation processes that foster ongoing development and high performance. • Strategic talent identification, ensuring long‑term organisational strength through clear processes to recognise and nurture internal talent. • Commitment to diversity, equity and inclusion, creating a respectful, equitable and dignified workplace for all employees. • Work–life balance enablement, with flexible working models and digital disconnection practices that promote wellbeing and productivity. • Global health, safety and wellbeing standards, ensuring compliance with local regulations while prioritising employee protection and support. • Strong internal communication and engagement ecosystem, keeping employees informed, connected and aligned with the organisation’s purpose and strategy. • Competitive and fair compensation framework, ensuring remuneration is aligned with responsibility levels, experience and market expectations. • Continuous learning and capability development, enabling employees to grow skills, advance their careers and strengthen organisational talent pipelines.		• Allfunds intranet • Cornerstone • Reporting channel • Digital Suggestion Box • Continuous feedback model • Face-to-face meetings • Internal Committees • ESG Double materiality survey and workshop • Video/audio conferences • Allfunds website • Allfunds Charity Crowdfunding Platform • Internal engagement events and conferences • Volunteering


	Clients Fund Houses, Distributors

Key areas of interest		Engagement Channels	Actions and outcomes 2025

• Global digital market connectivity, enabling clients to access international markets with greater control, efficiency and reduced operational risk. • Client‑centric digital innovation, delivering tailored tools that enhance operational efficiency, service quality and overall user experience. • Expanded access to investment opportunities, democratising premium products for a broader and more diverse client base. • Resilient information security infrastructure, ensuring confidentiality, integrity and operational continuity through robust risk‑mitigation systems. • Insight‑driven distribution intelligence, leveraging deep understanding of client distribution activities to provide Fund Houses with valuable strategic insights. • WealthTech empowerment at scale, combining digital expertise, technological capabilities and global scale to deliver superior client support. • Comprehensive and trusted due‑diligence services, covering operations, risk management, IT security, data protection and ESG criteria. • Firm ESG commitment, integrating environmental policies, diversity, carbon‑emission reduction and equal‑opportunity principles across the value chain.		• Connect platform • Face-to-face meetings • Video/audio meetings • Webinars/digital events • Events and conferences • Emails • Surveys • Advertising • Customer service • ESG Double materiality survey and workshop	• Client care channel: 11 claims and 26 complaints received; 3 claims and 3 complaints dismissed. • 242 due diligence questionnaires received from clients, focusing on credentials, ESG and IT security • 6 'All Connected' events in Cartagena, Milan, Madrid, London, Dubai and Luxemburg, focusing on innovation and connectivity. • 31+ sponsorships for brand awareness, positioning, and product promotion. • 10 Allfunds Private Partners Programme workshops in Milan, Spain, Chile, Zurich, Geneve, Singapore and UAE. • Commercial events: Annual golf and football tournaments, fostering networking with prominent financial sector clients.


Allfunds Annual Report 2025	www.allfunds.com			49


	Contents			Business Model & Strategic Report			Sustainability approach			Stakeholders engagement


	Investor community Shareholders, investors, rating agencies, analysts, proxy advisors

Key areas of interest		Engagement Channels

• Sustainable long‑term value creation, supported by strong adjusted EBITDA performance and consistent share price appreciation. • Shareholder‑centred capital distribution strategy, driven by a progressive dividend policy that enhances long‑term investor value. • Flexible capital‑return mechanisms, including share buybacks and special dividends, to optimise shareholder returns. • Active and transparent investor engagement, through a structured Investor Relations programme encompassing meetings, roadshows and industry conferences. • Clear and consistent financial reporting, ensuring regular, transparent communication of performance to the market. • Investor‑driven governance insights, incorporating stakeholder feedback into Board‑level discussions and decision‑making. • Continuous governance enhancement, refining policies and frameworks in response to shareholder expectations and market standards. • Increased market visibility, through strengthened transparency and engagement with the research analyst community.		• Investor section on Allfunds website • Reports and conference calls on the semi-annual and annual financial results • Trading updates and conference calls each quarter • Investor Relations communication area: mailing list, telephone and email • Full flexibility for 1-to-1 meetings and ad-hoc calls • Investor conferences, sales force meetings and fireside chats • Roadshows during the year on the back of results • Selected feedback post event (conference, roadshow) or any meeting.
		Actions and outcomes 2025

		• Share buyback programme: In 2025, Allfunds finalised the execution of the buyback programme that was launched in May 2025, with €80 million allocated and completed in September 2025. • Analyst coverage: 16 analysts by the end of 2025. • Annual General Meeting (AGM): hosted at Allfunds' London office on 7 May 2025. Shareholders voted on resolutions via a poll. • Investor Relations Activities: active Investor Relations programme, engaging with shareholders, investors, analysts and rating agencies throughout the year using a variety of channels. Our main engagement is via the communication of our performance and prospects, which is achieved through regular reporting to the market. During 2025, we held more than 500 one-on-one and group meetings, three shareholder roadshows following results and site visits to our London and Madrid offices. We also attended more than 12 investor conferences, where we had two-way dialogue with shareholders, analysts and investors interested in the long-term prospects of the Group • Investor section on Allfunds' website: share price evolution, financial reports and financial calendar regularly updated. • Results presentations: Disclosed preliminary FY 2024 results (February), Q1 trading up-date (April), 1H 2025 interim results (July), and Q3 trading update (October).


Allfunds Annual Report 2025	www.allfunds.com			50


	Contents			Business Model & Strategic Report			Sustainability approach			Stakeholders engagement


	Regulators Public authorities and supervisors, policymakers and legislators, industry forums and working groups

Key areas of interest		Engagement Channels

• Robust and best‑practice‑aligned governance framework, ensuring high‑quality, prudent and compliant business management across the organisation. • Strengthened regulatory engagement, with governance bodies actively cultivating strong relationships with regulators at every organisational level. • Comprehensive compliance oversight, supported by monitoring systems that ensure full adherence to external regulations and internal policies. • Independent and objective assurance, delivered through the internal audit function to strengthen controls and mitigate key organisational risks. • Integrated, enterprise‑wide risk management, enabling the identification, assessment and mitigation of financial and non‑financial risks, including legal and regulatory exposures. • Transparent and responsible tax strategy, grounded in integrity and constructive collaboration with tax authorities.		• Allfunds website • Allfunds periodic public reporting • Regulators’ official and informal communication channels • Face-to-face and virtual meetings • Events, conferences and webinars
		Actions and outcomes 2025

		• Close interaction with supervisors and agile response to inspections by regulatory authorities and any request of information. • Adapting governance arrangements to the revised Dutch Corporate Governance Code. • Enhanced transparency through the publication of the Annual Report for 2025, highlighting key regulatory actions and business management strategies. • Independent assessments and regular reports to the Board on the effectiveness of the risk management system. • Regular Compliance reporting on mitigation measures to ensure ongoing compliance with regulatory framework as well as proper management of the corporate defence model. • Commitment to transparency and professional relationships continues in alignment with tax regulations.


	Business Partners Strategic business & technological partners, general suppliers, advisors & consultants

Key areas of interest		Actions and outcomes 2025

• Strategic industry transformation through partnerships, leveraging collaborations to innovate in WealthTech and enhance the distribution value chain for all stakeholders. • Strengthened partner engagement and recognition, fostering long‑term relationships through acknowledgment of partners’ contributions and shared value creation. • Values‑driven partnership framework, ensuring excellence, accountability, empowerment and inspiration guide all interactions across the Group. • Commitment to human and labour rights, embedding respect, fairness and protection within all partnership and supply‑chain relationships. • Ethical and transparent supplier management, supported by the Code of Conduct to ensure equal treatment and responsible, criteria‑based selection processes.		• Launched a new end to end procedure for the execution of the Third Party Risk Management (TPRM) Policy, strengthening governance, control standards, and the integration of ESG criteria across the supplier lifecycle. • Signed a three year agreement with a software provider to digitalise the supplier homologation questionnaire, enabling more efficient data collection, improved ESG transparency, and enhanced traceability of third party information. • Engaged a specialised consulting firm to support Allfunds in a Procurement Value Optimisation Programme, in which ESG considerations form a core pillar of the methodology, reinforcing our commitment to sustainable sourcing and responsible procurement. • Contributed to Allfunds’ internal Knowledge Programme sponsored by HR, delivering a training session on Third Party Risk Management and related procurement topics to raise awareness and embed ESG and risk culture across the organisation. • Supplier payment terms: Average payment term to suppliers was XX days in 2025, which helped ensure positive business/partner relationships. • New Third-party Risk Management Policy that merged the previous Outsourcing policy and Suppliers Selection Procedure. The new policy was drafted to include DORA requirements and to be aligned with new supervisor guidelines. • Reinforced the suppliers selection process, ensuring (i) ongoing compliance with ethical and transparent criteria, aligned with the Group's Code of Conduct, (ii) the promotion of respect and protection of human and labour rights, as well as (iii) privacy and IT security measures. • Supplier engagement with Allfunds’ principles, focusing on fostering positive and responsible relationships in line with business ethics. • Reinforced monitoring activities regarding material outsourcing and critical ICT service providers.
Engagement Channels

• Allfunds website • Face-to-face and virtual meetings • Webinars • Events and conferences • Emails • Surveys • Full flexibility for 1-to-1 meetings and ad-hoc calls • ESG Double materiality survey


Allfunds Annual Report 2025	www.allfunds.com			51


	Contents			Business Model & Strategic Report			Sustainability approach			Stakeholders engagement


	Society Non-governmental organisations (NGOs), media, opinion leaders, civil society, environment

Key areas of interest		Engagement Channels	Actions and outcomes 2025

• Impactful and objective social investment, guided by a robust Charity Fund Policy and supervised by the Charity Fund Committee. • Strengthening social responsibility engagement through a crowdfunding platform that mobilises employees and stakeholders. • Inclusive access to philanthropic initiatives, ensuring equal opportunity for employees and stakeholders to participate in the Charity Fund. • Transparency and accountability in social impact reporting, highlighting measurable outcomes and societal value creation. • Employee empowerment in community contribution, enabling staff to propose and drive social projects. • Consistent and trustworthy corporate communication, aligned with the Company’s communication protocol to ensure clarity and coherence.		• Allfunds website • Allfunds’ Charity Crowdfunding Platform • Face-to-face and video meetings • Charity events and conferences • Corporate Charity Fund (Fondo Solidario) mailbox • Surveys • ESG Double materiality survey	• Social contribution of €301,230 to 39 charities, foundations and initiatives. • Collaboration with travel agencies to track and reduce carbon footprint from business travel. • Social media engagement rate of 17.88% on LinkedIn, which is significantly higher than the industry rate of 3.6%. • 56% increase in Tier 1 media mentions across Europe, especially in Spain, the UK and France. • Adaptation to the Environmental Management System, achieving certification at a Group level under ISO 14001 and ISO 14064. • Ongoing efforts to reduce environmental impact in line with the Climate Change and Environmental Management Policy.


Allfunds Annual Report 2025	www.allfunds.com			52


	Contents			Business Model & Strategic Report			Sustainability approach			Stakeholders engagement

Board Section 172(1) statement

Directors have acted in the way that they considered, in good

faith, would be most likely to promote the success of the

Company for the benefit of its members as a whole. This

section forms the Board’s Section 172(1) statement. It

describes how, in discharging their duties, directors

considered the matters set out in Section 172(1)(a) to (f) of the

UK Companies Act 2006:

a. The likely consequences of any decision in the long term

b. The interests of the Company’s employees

c. The need to foster the Company’s business relationships

with suppliers, customers and others

d. The impact of the Company’s operations on the community

and the environment

e. The desirability of the Company maintaining a reputation

for high standards of business conduct and

f. The need to act fairly as between members of the

Company

The likely consequences of any decision

in the long term

The Board is committed to delivering Allfunds’ purpose and

acknowledges that the long-term success of the business

depends on creating a positive impression on a wide variety

of stakeholders. Accordingly, Directors have set a long-term

strategy and have taken decisions they believe best support

its delivery. The Strategic Report contains a description of

Allfunds’ strategy and business model and how they

contribute to long-term value creation for our stakeholders.

The subsection ‘Key focus areas in 2025’ in the report section

‘Corporate Governance – Board of Directors’ further describes

the main activities of the Board carried out during the year

and is incorporated by reference into this Section 172(1)

statement. It reflects the long-term considerations that drive

all Board decisions, such as the Business Plan, the ESG

Strategic Plan, the Human Capital Strategic Roadmap and the

Long-Term Incentive Plan and the combined incentive plan.

The interests of the Company's employees

The Board considers Allfunds' employees to be its most

important asset and vital to the delivery of the Group's

purpose. In supervising the general state of corporate affairs,

directors pay special attention to people and seek to ensure

that Allfunds remains a responsible employer where

employees can reach their full potential and, in turn, ensure

the long-term success of the Group.

The Chief People Officer is a member of the Executive

Committee and regularly reports to the Remuneration,

Appointments and Governance Committee, with onward

escalation to the Board where appropriate to ensure its

adequate supervision of people matters.

The section 'Stakeholder engagement' above describes the

engagement actions with employees conducted in 2025. The

subsection ‘Key focus areas in 2025’ in section ‘Corporate

Governance – Board of Directors’ further describes the main

activities of the Board carried out during the year with regard

to Allfunds’ people. These include continuously monitoring the

Human Capital Strategic Roadmap with a focus on talent

management, receiving regular updates on people headcount

and turnover, and reviewing the Group-wide remuneration

policy and the total rewards scheme for identified staff.

The need to foster the Company's business

relationships with suppliers, customers and others

The Board is aware that Allfunds’ business cannot succeed

without robust relationships with Fund Houses and

Distributors, who are at the heart of its strategy, as well as

with suppliers and other strategic partners. In particular, the

consideration of Fund Houses and Distributors current and

future needs drives the Group’s action. Allfunds' teams have

developed direct, long-term relationships with these

stakeholders and there is ongoing engagement. Section

'Stakeholder engagement' above describes the engagement

actions in 2025, with Fund Houses and Distributors on one

hand, and suppliers and other business partners on the other

hand. Directors receive periodic updates on the evolution of

these relationships and so supervise our engagement with

them. Moreover, the Code of Conduct sets out the principles

that should govern each of such relationships, which are

based on Allfunds acting with professionalism, honesty,

integrity and independence.

The impact of the Company’s operations

on the community and the environment

The Board seeks to ensure that environmental and social

issues are integrated in the corporate strategy and business

model. Creating a positive impact on wider society is inherent

to our purpose of transforming the WealthTech world, and the

Board monitors this in the day-to-day management of the

business. The Strategic Report describes our approach to ESG

matters and our engagements during the year with society, as

influenced by Board discussion and decision-making.

During the period under review, the Board monitored progress

against the 2024-2026 ESG Strategic Plan. See subsection

‘Key focus areas in 2025’ in the section ‘Corporate

Governance – Board of Directors’.

The desirability of the Company maintaining a

reputation for high standards of business conduct

The Board promotes robust culture and values encouraging

that all actions, attitudes and behaviours at Allfunds meet the

highest standards of business conduct. Our corporate

governance framework is periodically reviewed by directors to

ensure that legal and ethical standards are achieved, and that

Allfunds’ reputation reflects this. The Board is provided with

regular information on investors’ and analysts’ feedback to

keep up to date on third parties’ impressions and perception

of our business. Directors also receive periodic updates from

internal control functions, which include feedback on the use

of our whistleblowing channels, so they are informed of

material business misconduct on a regular basis. Specific

decisions made by the Board during the past year in this area

are further described in subsection ‘Key focus areas in 2025’

in section ‘Corporate Governance – Board of Directors’.

The need to act fairly as between members

of the Company

Finally, the Board acknowledges that all members shall be

treated fairly. Directors seek to ensure that this principle

underpins Allfunds’ engagement with shareholders and the

investor community, as reflected in the contents of some


Allfunds Annual Report 2025	www.allfunds.com			53


	Contents			Business Model & Strategic Report			Sustainability approach			Stakeholders engagement

internal regulations approved by the Board, namely the

Dividend Policy, the Policy on Bilateral Contacts with

Shareholders and the Communications Policy. Further

information on how we engage with this group can be found

in the Strategic Report.

In discharging its Section 172(1) duties, directors recognise

that having a good understanding of the views and interests

of the Group’s key stakeholders will help them to deliver the

Group’s strategy in line with its purpose and to operate the

business in a sustainable way. To that end the Board has

identified six groups of key stakeholders: employees, clients,

the investor community, regulators, business partners and

wider society. The importance of each stakeholder group may

differ in each decision to be made by the Board. Directors

acknowledge the importance of considering the impact on

each of those stakeholders, in order to balance their interests

while promoting the success of the Group’s business.

Stakeholder engagement is therefore embedded in all aspects

of the Board’s discussions and decision-making. The Board

adopts a variety of methods for engagement with different

stakeholder groups. The Board will sometimes engage directly

with stakeholders on certain issues, but stakeholder

engagement is continual and often takes place at an

operational level. The broader business engages with

stakeholders regularly throughout the year, and in the build-

up to or during many projects or activities. The Board regularly

receives reports and considers and discusses information

from across the organisation to understand the impact of the

Group’s operations on, and the interests and views of, the

Group’s key stakeholders. As a result of these activities and

the information it receives, the Board has an overview of

engagement with stakeholders, and other relevant factors,

which enables directors to comply with their duty under

Section 172(1) of the UK Companies Act 2006.

¹⁰ Others include Legal, Strategic projects, Investment, Transformation office, Blockchain, Corporate communications and ESG, Internal audit, Strategy, Investor

relations and CEO office.


Allfunds Annual Report 2025	www.allfunds.com			54


	Contents			Business Model & Strategic Report			Empowering our people to drive Allfunds' future

Empowering our people to drive

Allfunds’ future

Employee overview

Our diverse team operates globally and looks as follows:

By department 10

By country of origin

By gender



	At Allfunds, our people remain central to our success, and throughout 2025 we continued to strengthen a culture built on inclusion, learning, collaboration and high performance. With a global workforce representing diverse backgrounds and experiences, we advanced our commitment to Diversity, Equity and Inclusion by promoting gender balance, equitable opportunities and inclusive leadership. Guided by our values of Excellence, Accountability, Empowerment and Inspiration, we expanded learning, leadership and AI literacy initiatives, deepened cross functional collaboration and invested in early career programmes to build a strong talent pipeline. By prioritising well being, engagement and continuous development, we are shaping a resilient and empowered workforce ready to drive innovation and support Allfunds’ continued growth within the global WealthTech ecosystem.

Advancing Diversity, Equity and Inclusion

Allfunds remains committed to fostering an inclusive

workplace where diverse perspectives are valued and where

employees feel empowered to contribute and grow. Our

global workforce represents a wide range of nationalities,

experiences and backgrounds, creating a dynamic and

collaborative environment.

Throughout 2025, the company continued to promote

initiatives supporting gender balance, inclusive leadership and

equitable career opportunities across the organisation. As

part of these efforts, Allfunds participates in the global

#IAmRemarkable movement, an initiative designed to

empower individuals, particularly women and

underrepresented groups, to recognise and share their

achievements in the workplace and beyond.


Allfunds Annual Report 2025	www.allfunds.com			55


	Contents			Business Model & Strategic Report			Empowering our people to drive Allfunds' future			People & Culture highlights


	People & Culture highlights

In 2025, Allfunds continued to strengthen its commitment to

building a high-performance, purpose-driven culture that

supports innovation, collaboration and sustainable growth.

Our people remain central to our success, and throughout the

year we continued to invest in initiatives that attract, develop

and engage talent across our global organisation.

Reinforcing a Values-Driven Culture

Allfunds continued to reinforce its culture around its core

values — Excellence, Accountability, Empowerment and

Inspiration — which guide how our teams work, make

decisions and deliver value to clients. These principles remain

embedded in our leadership approach, performance

management framework and employee engagement

initiatives, ensuring strong alignment between individual

contributions and the company’s strategic priorities.

During 2025, we continued to foster a culture of collaboration

and transparency across the organisation. Internal

knowledge-sharing initiatives encouraged teams to better

understand how different areas of the company contribute to

our overall mission, strengthening cross-functional

collaboration and reinforcing a shared sense of purpose

across our international workforce.

Investing in Skills, Learning and Leadership

Developing the capabilities of our people remains a strategic

priority as the WealthTech industry continues to evolve

rapidly. In 2025, Allfunds further expanded its learning

ecosystem to support continuous development across

technical, digital and leadership skills.

Employees benefited from a wide range of learning

opportunities, combining digital learning platforms,

specialised training programmes and professional

certifications. Particular focus was placed on strengthening

technology and cloud capabilities, supporting the company’s

digital transformation and enabling teams to remain at the

forefront of innovation.

In addition, Allfunds continued to promote the responsible

and effective use of artificial intelligence in the workplace.

Through internal initiatives and learning resources, employees

were encouraged to develop AI literacy, enabling them to

better understand how artificial intelligence tools can support

productivity, innovation and decision-making while

maintaining high standards of governance, ethics and data

protection.

Leadership development also remained a key focus during

the year. Dedicated programmes for managers and senior

leaders were designed to strengthen leadership capabilities,

enhance strategic thinking and prepare the next generation of

leaders within the organisation.

Attracting and Developing Future Talent

In addition to developing existing talent, Allfunds continued to

invest in initiatives designed to attract and nurture the next

generation of professionals. Early-career programmes,

including internships and graduate opportunities, were

expanded to support the development of emerging talent,

particularly in technology and digital roles.

These initiatives contribute to building a sustainable talent

pipeline while reinforcing Allfunds’ position as an employer of

choice for young professionals seeking to develop their

careers in an innovative and international environment.

Supporting Employee Well-Being and

Engagement

Employee well-being and engagement continued to be

central to our people strategy. During the year, Allfunds

promoted initiatives designed to support employees’ physical,

emotional and professional well-being, recognising that a

healthy and engaged workforce is essential to long-term

success.


Our values

ALL for Excellence	ALL for Accountability	ALL for Empowerment	ALL for Inspiration
We channel our experience, expertise, and passion into delivering unparalleled services, cutting-edge technology, and professional support to our clients, employees, and partners who rely on us.	We strive to balance the interests of our clients, employees, and shareholders, while making a meaningful impact through our transparent and responsible approach to people and society at large.	We continuously enhance our tools and services, empowering our clients to make informed decisions and choices about their needs and preferences, precisely when and how they require them. Simultaneously, we empower our people to be agile in finding solutions, boosting productivity, and driving innovation.	All for Inspiration embodies our commitment to fostering a learning mindset, self-belief, inspirational leadership, empathy, and creativity among our employees. It is about inspiring ourselves and others to achieve our goals and make a positive impact.


Allfunds Annual Report 2025	www.allfunds.com			56


	Contents			Business Model & Strategic Report			Risk review

Risk review

Our Integrated risk strategy, lorem ipsum

Risk management

The Board of Directors, supported by the Risk and Audit

Committee, is responsible for defining the risk strategy, risk

appetite and risk policy – as well as any material changes to

these, and for ensuring that adequate internal risk

management and control systems are in place across the

organization. The effectiveness of the design and operation

of these systems is discussed with the Risk and Audit

Committee, along with its annual evaluation, as well as any

identified failings, significant changes and planned

improvements. In addition, other relevant topics may be

considered to support the Directors' statements at the end of

this section. For more details, see the Risk and Audit

Committee Report included in this Annual Report.

The CEO and the senior management team are responsible

for implementing the Board’s guidelines, including the

measures established to mitigate the risks taken within the

approved risk appetite. They achieve this through a clear and

segregated organisational model, qualitative principles,

indicators and thresholds, and limits on risks established by

the Board of Directors. The outcomes of the risk assessment

process are incorporated into strategic planning, capital

allocation and resource prioritisation decisions, ensuring

alignment with the approved risk appetite.

Risk management approach

Risk management consists in identifying and measuring

direct and indirect risks, as well as potential and emerging

risks. This approach is based on the analysis of internal and

external risks associated with the Group's strategy and

activities, including in all cases, strategic, operational,

compliance and reporting risks. This determines the Group’s

appetite for the identified risks – and whether to accept,

avoid, mitigate or transfer them. Risk management further

entails the ability to gain resilience, gain competitive

advantage and identify new business opportunities.

Allfunds has a general risk management and control model

adapted to its business model, its organisation, the countries

where it operates and its corporate governance system.

This model allows the Group to implement the risk

management and control strategy, as well as the policies

defined by the Board, and to adapt itself to a changing

economic and regulatory environment. The model is

designed, implemented and maintained on a Group-wide

basis, integrated into relevant business processes and

updated at least annually. The annual update includes a

systematic assessment of the design and operation of

internal risk management and control systems, considering

observed weaknesses, cases of misconduct or irregularities,

lessons learned and finding from internal/external audits,

providing sufficient insight into any failings. Material failings

are defined as deficiencies in key controls that may lead to

material financial misstatements, significant compliance

breaches or material operational disruptions.

Improvement actions are implemented when required. The

model comprises the following elements: risk management

framework, risk management strategy and objective,

risk appetite framework and risk reporting. The assessment of

the systems' design and operation is conducted using

recognised frameworks as ISO 31000 and ISO 27005 for ICT

Risk management, applied consistently across the Group.

We promote the development of a risk culture that ensures

a consistent application of this model across the Group.

This ensures the risk management and control model is

familiar to and applied by those whose work it is relevant to,

and that responsibilities are understood and internalised at all

levels of the organisation.

The internal control systems provide reasonable assurance

that financial reporting is free from material inaccuracies, and

at least limited assurance for sustainability reporting. The

Board of Directors' evaluation of the risk profile, liquidity and

control environment supports preparing the financial

statements on a going concern basis.

Risk management framework

The Group’s risk management framework is based on three

lines of defence: the business, risk management and internal

audit. This framework is designed to ensure effective and

independent oversight of the Group’s activities in line with the

overall risk strategy, which is established by the Board of

Directors of Allfunds Bank and updated at least annually.


Allfunds Annual Report 2025	www.allfunds.com			57


	Contents			Business Model & Strategic Report			Risk review


	First line of defence		Second line of defence		Third line of defence

• Business and support functions (other than control functions)		• Compliance, Anti-Money Laundering (AML) and Risk management teams • Act autonomously and independently of each other and with respect to the first line of defence		• Internal audit function • Has the maximum level of independence and objectivity within the Group

Provides day-to-day risk management and control for the Group Implements and manages the risk indicators or first level controls to identify potential risks and ensure an effective answer to mitigate them		Provides independent oversight of and challenges the risk management of the business Supports the first line of defence by defining and monitoring compliance with rules and limits needed for the business to stay within the overall Risk Appetite defined by the Allfunds Board of Directors		Ensures the effectiveness of the Group’s control systems Carries out independent reviews of the first two lines of defence to verify compliance with the Group’s risk management framework and provides assurance to the Risk and Audit Committee of Allfunds and Allfunds Bank on the effectiveness of the Group’s risk management

Risk management strategy and objective

Prudence applied by the Group in risk management is a basic

pillar in our activities and services. In turn, the Group’s

organisational structure represents a system of clearly

defined delegations for such risk management. The general

principles that guide the definition, monitoring and

management of risks are as follows:

a. The risks assumed must be compatible with the assets

of the Group and in accordance with the target solvency

level

b. Willingness to maintain a ‘low risk’ profile through:

i. Sticking to the distribution activity, avoiding

incorporating proprietary positions onto the balance

sheet that generate risks that the Group does not wish

to assume

ii. The search for a high degree of diversification of

structural risks, establishing limits to concentrations by

customers, sectors, markets and/or geographies that

may pose a threat to the solvency objectives, liquidity

and consistency of results

iii. Continuous attention to the tasks of identification and

monitoring of risks, so that all areas are provided with

adequate and dynamic systems that result in optimal

management and control of the risks assumed

c. Existence of control and monitoring procedures for all the

risks incurred by the Group in the performance of its activity

d. Existence of solid management mechanisms and

mitigation of operational and reputational risks

Risk appetite framework

The Risk Appetite Framework (RAF) is a Group-wide

corporate management framework to determine risk appetite

(the type and amount of risk to be willingly taken to achieve

the business strategy) within the Group’s risk capacity. This is

supported by management strategies formulated by the

senior management team based on the Group’s management

principles – together with the internal control system

underpinning that process.

The RAF aims primarily to strengthen profitability, enhance

risk management and promote transparency in the overall

risk-taking policy for capital allocation and profit

maximisation. This is supported through the setting,

communication and oversight of risk appetite, as well as

the optimisation and speed-up of allocation of management

resources. Overall, the RAF reinforces the risk monitoring

system.

The Board of Directors annually approves the risk strategy

and in particular the RAF to promote good internal

governance, the establishment of limits and objectives and

the implementation of monitoring and surveillance

mechanisms for the different types of risk. The last update

was performed in July 2025 and the Board has established

that the Group’s risk appetite is maintained at low levels. This

risk appetite level provides the foundation for the

development of calculation and control methodologies for the

risks incurred by the Group, which are implemented through

its risk unit.

The Allfunds Bank Board reviews and discusses potential

corrective measures should any of the risk tolerance levels be

exceeded. The Group has identified and implemented a set of

key risk indicators to monitor its performance relative to its

risk appetite. The key risk indicators report, across all risk

areas, is provided to the Board of Directors of the Group on a

quarterly basis. This states where there are deviations and

potential breaches of the set risk tolerance levels and

discusses, if required, mitigating actions.


Allfunds Annual Report 2025	www.allfunds.com			58


	Contents			Business Model & Strategic Report			Risk review

Risk exposure

Risk profile: assessment of the risk exposure to each relevant

risk at a specific moment, depending on the current situation

and future forecasts reflected in the dynamic and potential

metrics. It must remain within the limits established

(risk appetite) and must not exceed the risk capacity.



	6	Risk capacity (immediately reduce exposure)
		Risk capacity: the maximum amount of risk Allfunds can take before its viability is at risk. In terms of solvency/liquidity, the maximum amount of risk Allfunds can afford without breaching its capital and liquidity regulatory obligations. The level of own funds will be a key reference in most cases.
	6	Risk tolerance (reduce exposure)
		Risk tolerance: the maximum amount of risk Allfunds is willing to reach in order to achieve the objectives (deviation from risk appetite). There will be an upper limit to the risk that the organisation is prepared to accept. Risk tolerance is the top end of the risk appetite.
	34	Alert level
		Alert level: the level whose objective is to detect if the risk profile is significantly different from the risk appetite.
	34	Risk appetite
		Risk appetite: the amount of risk Allfunds is willing to accept while pursuing its objectives, and before any action is determined to be necessary in order to reduce the risk.
	5	Increase exposure

Risk reporting

Risk control and monitoring reports assist in the efficient and

ongoing monitoring of the risks the Group incurs in its daily

activities. The information included in these reports supports

the Group’s control of the operating limits defined for each

counterparty, and its control of other operating aspects

related to intermediation activity.

The Risk Management unit relies on the following key reports

to fulfil its responsibilities: progress reports on execution and

settlement risk exposure limits; progress reports on overdraft

limits; progress reports on liquidity and market risk; and

statistical reports and stress‑testing results. In addition,

reporting also includes annual updates to the Risk and Audit

Committee and the Board of Directors on: any major failings

identified in the internal risk management and control

systems, any significant changes made to these systems, and

any major improvements planned.

Principal risks and uncertainties

The Group’s financial risks are credit risk risk, market risk,

interest rate risk, exchange rate risk, settlement risk, liquidity

risk, counterparty risk and concentration risk. Non-financial

risks relate to operational risk, information and communication

technology ICT risk (including cybersecurity risk), third-party

risk and compliance risks, that involve regulatory risks,

conduct risks, reputational risks, legal risks and money

laundering and financing of terrorism risks. Allfunds also

incorporates environmental, social and governance (ESG)

aspects into its risk management framework.

Regarding climate and environmental risks, Allfunds' objective

is to reduce the direct or indirect impact of its business and

thus limit its exposure to these risks. It is noteworthy that the

Group does not develop lending activities, issue financial

instruments or provide portfolio management. For this reason,

its exposure to these risks according to the Task Force on

Climate-related Financial Disclosures (TCFD) is considered

limited, but the Group is working to increase measures to

control and monitor them within its scope of influence.

The Group also a monitors the appearance of emerging risks,

whose materiality or significance is increasing and could

eventually lead to their inclusion in the RAF if their relevance

has increased or they might have a significant impact in the

medium term.


Allfunds Annual Report 2025	www.allfunds.com			59


	Contents			Business Model & Strategic Report			Risk review


Risk and potential impact	Mitigation	Comments for 2025
Operational risk Risk of losses resulting from deficiencies or failures of internal processes, human resources or systems, or derived from external circumstances, which can lead to increased operational losses. Operational risk is inherent to all activities, processes and systems, and can be generated by all business and support areas	• The Board of Directors annually approves Operational risk limits to monitor losses • Risk and Control Self Assessments (RCSAs) to identify relevant exposures to Operational risk • Identification, reporting and tracking of operational risk events • Dedicated resources for the integration of new businesses acquired in the previous year • Existence of insurance policies against fraud and cybersecurity • Annual Operational Risk training	• The Board has reviewed and approved the Group’s operational risk limits as well as its operational risk policy • The Group has continued to expand the scope and maturity of the RCSAs, including new businesses acquired in previous years • The Group has further enhanced the RCSA methodology to integrate ICT risk, with the corresponding assessment results expected to be delivered during 2026 • Enhanced systems for operational risk management with a new GRC solution
Information and Communication Technology (ICT) risk ICT risk is defined as any reasonably identifiable circumstance related to the use of the network and information systems that, if materialized, could compromise the security of the network and information systems, any technology-dependent tool or process, operations and processes, or the provision of services, producing adverse effects in the digital or physical environment	• Existence of a Group IT Security and Cybersecurity framework • Internal and external assessments of the ICT risk framework • Existence of a Global Business Continuity Plan (BCP) and a Disaster Recovery Plan (DRP) that are tested annually • Definition and Operation of the Resilience Strategy • Identification, reporting and tracking of technological risk events (TKIs) • 1LoD & 2LoD Red team exercises • 2LoD Cloud Risk assessment • Event monitoring and response (SOC) and Cyber Intelligence services • 2LoD ICT threats oversee • Annual training on ICT Risk	• Increased testing on ICT contingency scenarios and operating resilience • Satisfactory testing of the BCP and DRP • Renewal of Security Director Plan with DORA, Zero Trust and Security Cloud Strategy • The risk control framework has been updated to support the increasing adoption of cloud computing services, IA, and to comply with the mandates of the DORA regulation regarding digital operational resilience • Corporate cybersecurity framework maturity level above the average benchmark for financial institutions • Cloud security strategic roadmap
Credit and counterparty risk (including execution and overdraft settlement risk) Credit risk quantifies the losses derived from the potential failure of customers or counterparties to meet their financial obligations, which could impact our ability to settle trades with Fund Houses and Distributors	• Ex-ante and ex-post controls to monitor trades and settlements • Ongoing monitoring of large exposures limits • Approval of credit risk limits for each counterparty and use of alarms to prevent risk limit breaches	• The Board has reviewed and approved the Group’s credit risk limits as well as its credit and counterparty risk policies • No defaults from our counterparties in the history of Allfunds • Risk profile remains comfortably below risk appetite thresholds.
Liquidity risk Liquidity risk is the possibility of incurring losses when there are not sufficient cash or liquid resources to comply with the obligations assumed	• Daily monitoring of short-term liquidity to ensure that all trades can be funded • Ongoing analysis of net cash flows • Regular liquidity stress testing to simulate potential defaults by Distributors or Fund Houses • Additional controls have been implemented during the year to monitor daily inflows- outflows as well as concentration risk • Existence of a liquidity risk management procedure aimed at ensuring compliance with the liquidity risk limits approved by senior management • Strict compliance with regulatory obligations in terms of liquidity management (LCR, NSFR, ALMM) under the close supervision of Bank of Spain	• Allfunds has continued to have strong liquidity levels throughout 2024. The Group's LCR and the NSFR stood comfortable above regulatory levels at 31 December 2024 • Stress test shows strong buffer to cope with severe scenarios • The Board has reviewed and approved the Group’s liquidity risk policy


Allfunds Annual Report 2025	www.allfunds.com			60


	Contents			Business Model & Strategic Report			Risk review


Risk and potential impact	Mitigation	Comments for 2025
Compliance risks Compliance risks are defined as the risks of regulatory breaches of the obligations defined by the applicable regulatory framework and the risks of breaches of ethical codes, codes of conduct and internal policies and procedures, which may result in sanctions, material or financial losses or damage to the Group’s reputation	• Existence of a comprehensive, risk- based Compliance Monitoring Programme to assess the effectiveness of the controls implemented to mitigate regulatory, conduct and reputational risks as well as the risk of criminal liability, and to promote the necessary improvement actions. The results of the Compliance Monitoring Programme are reported to the management body • Advise senior management on the • measures to be taken to ensure compliance with applicable laws, rules, regulations and standards • Implementation of an Anti-Money Laundering (AML) and Counter- Terrorism Financing (CTF) framework	• Over 2024, the programme has been updated and reinforced with: • In terms of regulation: the inclusion of controls related with the Corporate Sustainability Reporting Directive (CSRD), the gender balance among directors disclosures, as well as specific local applicable regulation for the Allfunds branches, mainly the UK’s Sustainability Disclosure Requirements (SDR), ICT- related incident reporting in Luxembourg and the Swiss circular about operational risks and resilience. Likewise, we have reviewed that the existing controls cover the updates in the Italian criminal code and the UK Economic Crime and Corporate Transparency Act crimes.In terms of organisational changes: with the inclusion of MainStreet Partners and Allfunds I&T Services (Shanghai) Co., Ltd in the group monitoring programme. • Allfunds Compliance model has the international standard ISO 37301:2021 awarded by AENOR in 2022 and maintained in 2024. This ISO establishes the requirements of a compliance management system to identify the main obligations affecting organisations and perform a risk assessment exercise for non-compliance.
Climate-related and environmental risk Allfunds identifies the environmental aspects and impacts associated with the services provided in accordance with the organisation’s environmental management system	• The Group has an environmental precautionary approach articulated through the Environmental Management System, Environmental and Climate Change Management Policy, ESG Policy and the commitment to the environment in the General Code of Conduct • ESG criteria (including environmental topics) have been established in the selection of suppliers, the onboarding of new Fund Houses and the procedure of approval of new services • Regular environmental training and awareness campaigns are conducted throughout the organisation	• Obtained Carbon footprint ISO14064 certification • Obtained Environmental Management System ISO 14001 certification at a Group level • Board approval of a revised Climate Change Management and Environment Policy, including the commitment to become Carbon Neutral in 2030, and of a Decarbonisation Plan as part of the ESG Strategic Plan that includes specific emission reduction targets • 92% of total electricity as of 31 December, 2024 came from renewable sources


Allfunds Annual Report 2025	www.allfunds.com			61


	Contents			Business Model & Strategic Report			Risk review



	Directors’ statement				Strategic report sign-off
	In accordance with Best Practice Provision 1.4.3 of the Dutch Code, directors are of the opinion that: I. This report provides sufficient insights into the risks and into any failings in the effectiveness of the internal risk management and control systems with regards to strategic, operational, compliance and reporting risks II. Systems provide reasonable assurance that the financial reporting does not contain any material inaccuracies. III. In the same way, they provide limited assurance that the sustainability reporting does not contain any material inaccuracies. IV. Considering the Group's risk profile and the inherent limitations associated with internal risk management and control systems, these systems provide an appropriate and reasonable level of confidence that operational and compliance risks are managed effectively and within the established risk appetite. V. Based on the current state of affairs, it is justified that the financial reporting is prepared on a going concern basis VI. This report states the material strategic, operational, compliance and reporting risks and the uncertainties to the extent they are relevant to the expectation of the Company’s continuity for the period of twelve months after the preparation.				Strategic report sign-off
					This Strategic Report has been prepared in accordance with the UK Companies Act 2006. It was approved by the Board of Directors and signed on its behalf. On behalf of the Board of Directors Marta Oñoro General Counsel and Company Secretary 28 March 2025


Allfunds Annual Report 2025	www.allfunds.com			62


	Contents			Corporate Governance

Corporate Governance


63		Governance structure
64		Chair's introduction
66		The Board of Directors
89		The Executive Committee
91		Non-Executive Directors' Report
92		Compliance with the Dutch Code
95		Corporate Governance Statement
95		Other statutory information
99		Directors' Remuneration Report


Allfunds Annual Report 2025	www.allfunds.com			63


	Contents			Corporate Governance			Governance structure

Governance structure

The Company has a one-tier governance structure with a single Board of directors that comprises

both executive and non-executive directors.


	Board of directors Responsible for the management of the Group, setting its strategy and overseeing its execution, including the corporate purpose, values and culture, business activities and engagement with stakeholders + INFO on page 66

	Risk and Audit Committee Supports the Board in its duties to oversee the integrity and quality of the Company’s financial and sustainability reporting and the effectiveness of its internal and external control systems + INFO on page 81	Remuneration, Appointments and Governance Committee Assists the Board in its duties to define and achieve its aspired composition, to assess its effectiveness and organise its succession, to design appropriate remuneration schemes and to monitor the Group's governance arrangements + INFO on page 86

	Chief Executive Officer Responsible for the executive leadership of the Group in accordance with the Board-approved strategic objectives + INFO on page 66

	Executive Committee Assists the CEO in the day-to-day management of the Group + INFO on page 90
The Company is the indirect parent undertaking of Allfunds Bank, S.A.U., a Spanish subsidiary holding a banking licence. The Board of directors has established internal governance arrangements, mechanisms and processes to ensure the respective boards of both companies are aligned, act in a coordinated manner, and have a clear understanding of the Group's overall objectives, strategies and interests. The powers and responsibilities of each Board of directors are clearly separate. The foregoing is monitored when preparing both Boards’ agendas, supporting documentation, resolutions and minutes.


Allfunds Annual Report 2025	www.allfunds.com			64


	Contents			Corporate Governance			Chair's introduction

Chair's introduction

Dear Shareholders,

I am pleased to introduce our Corporate Governance

Report for the year ended 31 December 2024.

This report provides an overview of the Group's

governance framework and the activities of the Board

and its Committees during the year under review, which

show how they ultimately promote and support the

Group's long-term success.

Board membership and succession

Allfunds' Board places great importance on its

succession and has been working to ensure continued

experience in the boardroom through staggered

elections and re-elections of its members.

David Bennett

Board Chair

In accordance with the company's articles of association,

Allfunds' non-executive directors are appointed for a 4-

year period and may then be re-elected for a second

term of up to 4 years and 2 subsequent terms of up to 2

years each. Accordingly, each non-executive director

must retire at the AGM held in the fourth calendar year

after their initial appointment. Similarly, each executive

director shall retire at the AGM held in the fourth

calendar year after their initial appointment and may be

re-elected for any number of subsequent terms each of

up to 4 years.

This practice is aligned with best practice provision 2.2.2

of the Dutch Code and with market practice in the

Netherlands where Allfunds' shares are admitted to

trading. Best practice provision 2.2.4 of the Dutch Code

further recommends that the Board draws up a

retirement schedule in order to avoid, as much as

possible, supervisory board members retiring

simultaneously.

As most directors of the Company had been appointed at

the time of the IPO in 2021, except for Andrea Valier who

joined the Board in 2020, and I, who joined in 2022, all of

them would have had to retire at the 2025 AGM. In

anticipation of this circumstance and for the sake of

Board continuity, Andrea Valier, Sofia Mendes and David

Pérez Renovales retired and were re-elected by

shareholders at the 2024 AGM . Likewise, Axel Joly, who

had been nominated by BNP Paribas pursuant to the

Relationship Agreement and had been subsequently

appointed as a director by the Board on 28 February

2024, also retired and was re-elected by shareholders at

the 2024 AGM.


Allfunds Annual Report 2025	www.allfunds.com			65


	Contents			Corporate Governance			Chair's introduction

In line with Allfunds' regulations and to continue with

this staggered Board renewal, at the 2025 AGM, my

fellow members Juan Alcaraz, Lisa Dolly, JP

Rangaswami, Delfin Rueda, Johannes Korp and Zita

Saurel will be retiring and subject to shareholders' re-

election. Ursula Schliessler will also retire and has

notified her intention not to be subject to re-election. I

would like to thank her for her great contribution to the

Board during her office. Details of the new director

proposed to replace Ursula Schliessler will be included

in the 2025 AGM Notice.

Blake Kleinman will also retire and a new director

will be nominated by LCH3 Limited pursuant to the

Relationship Agreement. Further details on the new

director will be included in the AGM Notice. I would

like to thank Blake Kleinman for his significant

contribution to the Allfunds' Board during his office.

These re-elections are being submitted to

shareholders' approval with the Board's support

following its annual evaluation, which was

conducted internally in 2024. You will find a

summary of its outcome and the key action points

set for 2025 in the following pages of this report. I

am very grateful to all Board members for the work

they ably performed during the year and look

forward to obtaining shareholders' support to our

re-election proposals.

Compliance with the Dutch Code

At the 2024 AGM, I presented a summary of the

review and changes made in 2023 to adapt

Allfunds' governance arrangements to the revised

version of the Dutch Corporate Governance Code

(the 'Dutch Code').

During the period under review, Allfunds has

maintained its excellent level of compliance with its

principles and recommendations, as detailed in the

Corporate Governance Statement of this report.

You may read more on how we have applied its

principles throughout the Corporate Governance

Report.

ESG Strategic Plan 2024-2026

During the year under review, the Board has monitored

progress against Allfunds' ESG Strategic Plan

2024-2026,which was presented in our last Annual

Report.


n	We have published our voluntary 1st TCFD Report on climate related risks and opportunities with 2023 data.
n	60% coverage of environment audit in the different offices (covering 87% employees) according to ISO 14001
n	Carbon footprint aligned with the Paris Agreement.
n	92% of electricity consumption from renewable resources (+22%).
n	Number and quality of training courses has increased. And 56% increase in training hours
n	Improved our D&I metrics
n	28.2% women in senior management positions (19.4% in 2023)
n	39.4% women in total workforce (40% in 2023)
n	1.05% of people with disabilities (1.04% in 2023)
n	Adapted the Sustainability Report to CSRD legislation
n	Completed the first Internal audit to validate that Allfunds was complying with all regulatory sustainability reporting requirements.
n	Upgraded our ESG criteria for suppliers
n	Improved our ESG rating scores in 2024:
n	S&P: ESG Global Score 63 (+5 p.p)
n	MSCI: BBB (+ 2 positions)
n	Sustainalytics: ESG Risk: Low risk 18 (-1.5)

+ INFO You will find further details in the Strategic Report

as well as in our 2025 Sustainability Statement.

David Bennett

Board Chair

30 March 2025


Allfunds Annual Report 2025	www.allfunds.com			66


	Contents			Corporate Governance			The Board of Directors			Our Directors

The Board of directors

Our directors


		David Bennett CHAIR Non-executive director (Independent)

	Initially appointed: 22 April 2022
	Term of office: 4 years
	Born: 1962
	Nationality: British

	Education David holds an MA in Economics from Cambridge University.
	Professional experience: Throughout his career, David has worked in Alliance & Leicester Group (Abbey National Plc following its acquisition by Banco Santander), the Lloyds TSB Group, Cheltenham & Gloucester, Chemical Bank and Grindlays Bank. David also has extensive experience in board roles, having served as Chair of Ashmore Group plc, non-executive director [and member] of the Audit & Risk Committee at PayPal (Europe) S.à r.l. et Cie., S.C.A., Chair of HomeServe Membership Ltd and Chair of Virgin Money UK plc. He has also served as non-executive director at Together Personal Finance, Nationwide Building Society, easyJet plc, Pacnet, Bank of Ireland UK, CMC Markets and Clarity Commerce Solutions.
	Other relevant appointments Non-executive Chair of PayPal UK Ltd and PayPal Digital Currencies and non-executive board member at the Department for Work and Pensions of the British Government.
	Board Committee membership: N/A
	Main skills David has a profound knowledge of the global financial markets, with considerable experience in technology- driven financial services businesses, a solid insight into regulatory environments and a deep strategic vision, having managed business growth and transformation, and corporate transactions from executive and non- executive roles. He is an experienced board member and chair for listed and non-listed companies, thus bringing a deep understanding of corporate governance and stakeholder engagement skills. He also contributes with his international mindset, being born in Kenya and having lived in the UK, Singapore, US and New Zealand, and served in board roles with an international focus.


		Annabel Spring Executive director

	Initially appointed: 23 June 2025
	Term of office: 4 years
	Born: 1970
	Nationality: Australian

	Education Annabel holds an MBA from Harvard University, as well as a Bachelor of Economics and Laws from the University of Sydney.
	Professional experience: Prior to joining Allfunds, Annabel worked at HSBC where she most recently served as CEO of Global Private Banking and Wealth (2020-2024) and, since 2019, as Group Head of Customers and Products, Retail and Wealth. From 2009-2018 she worked for the Commonwealth Bank of Australia where she held several leadership positions, including Group Executive of the Wealth Management Division and Group Head of Strategy, Government Relations and Communications. Annabel started her career at Morgan Stanley where she held several senior roles, including Global Head of Firm Strategy and Execution (2005-2009). Her previous roles also include directorships for the Financial Service Council of Australia, Economic Development Corporation of New York, Victor Chang Cardiac Research Insitute and the Salvation Army in Australia.
	Other relevant appointments She is a member of the Council of the Imperial College of London and the Chair of their Endowment Board.
	Board Committee membership: N/A
	Main skills After a distinguished career in wealth management and banking that spans 30 years in Australia, Hong Kong, the US and the UK, Annabel brings extensive experience in leading global wealth management businesses, a deep knowledge of international banking and focus on people, technology and client experience.


Allfunds Annual Report 2025	www.allfunds.com			67


	Contents			Corporate Governance			The Board of Directors			Our Directors


		Lisa Dolly VICE CHAIR Non-executive director (Independent)

	Initially appointed: 29 March 2021
	Last appointed: 7 May 2025
	Term of office: 4 years
	Born: 1966
	Nationality: US citizen

	Education Lisa holds a Bachelor of Arts from Rutgers University.
	Professional experience: Lisa has worked at Pershing LLC where she held positions of strategic importance, most recently as Chairman, CEO and Member of the BNYMellon Executive Committee (2016-2019) and Chief Operating Officer (2013-2016). Earlier positions include Director of Global Operations, Chief Administrative Officer, and Head of Managed Investments, Lockwood, and Albridge. Lisa has also served on the Board of SIFMA (Securities Industry Financial Markets Association) and as Chair of the SIFMA Operations/Technology Committee. As a graduate of Rutgers University, Lisa is a member of the Douglass College, Rutgers University Dean’s Advisory Board as well as a member of the Rutgers University Board of Overseers.
	Other relevant appointments Independent director at Hightower Advisors and at RBB Funds.
	Board Committee membership: Chair of the Remuneration, Appointments and Governance Committee
	Main skills Lisa has held the highest executive positions in banking and finance in her career. She brings to the Board outstanding managerial skills and her extensive operating experience, as well as a profound understanding of the global markets, especially the US. Lisa also possesses strong capabilities in people and talent management that she uses in her membership to the Remuneration and Appointments Committee.


		Marina Bellini Non-executive director (Independent)


	Initially appointed: 7 May 2025
	Term of office: 4 years
	Born: 1973
	Nationality: Italian and Brazilian

	Education Marina holds a degree in Economics In UNICAMP and an MBA from Fundação Getulio Vargas in Sao Paulo.
	Professional experience: Prior to her current role as President of the Global Business Services and Digital Technologies at Mars Inc., Marina has been Chief Operation Officer at Banco Itau Unibanco, Chief Information and Digital Officer at BAT and Chief Information Officer at PepsiCo. Before those roles she worked at AB InBev and PwC. She has also been a board member of the T200 Foundation.
	Other relevant appointments Marina is President of the Global Business Services and Digital Technologies at Mars Inc. She is also non-executive director at Verallia, S.A.
	Board Committee membership: Member of the Risk and Audit Committee
	Main skills Marina has an excellent knowledge of technology and digital transformation, having performed the highest technology, digital and information executive roles throughout her career. She also has financial services experience which, combined with her digital technology experience, will highly benefit the Board.


Allfunds Annual Report 2025	www.allfunds.com			68


	Contents			Corporate Governance			The Board of Directors			Our Directors


		Axel Joly Non-executive director

	Initially appointed: 28 February 2024
	Last appointed: 7 May 2024
	Term of office: 4 years
	Born: 1976
	Nationality: Belgian

	Education Axel holds a Master's degree in Law from the University of Brussels and an MBA - RSM, majoring in Finance, from Erasmus University.
	Professional experience: Prior to his current role as co-Head of Corporate Development at BNP Paribas Asset Management division, he has served as Senior M&A Counsel at BNP Paribas and, formerly, at Louis Dreyfus Commodities Group. Axel started his career as a lawyer at Brussels Bar at Bertone, Boels, Van den Broeck.
	Other relevant appointments Axel is co-Head of Corporate Development at BNP Paribas Asset Management division. He is also non-executive director at FCPE BNP Paribas Actionnariat Monde (French- domiciled mutual fund managing the employees’ equity in BNP Paribas).
	Board Committee membership: N/A
	Main skills Axel has more than 20 years of advisory experience in M&A, with a strong focus on financial institutions. He has a proven ability to structure complex transactions. His legal and economic background provide him with a valuable perspective on the financial industry and a strong understanding of the increasingly complex regulatory framework applicable to financial services. His non-executive experience also gives him solid governance skills.


		Johannes Korp Non-executive director

	Initially appointed: 24 March 2017
	Last appointed: 7 May 2025
	Term of office: 4 years
	Born: 1984
	Nationality: Austrian

	Education Johannes is a graduate of the University of St. Gallen (Switzerland) and earned an MBA from Stanford Graduate School of Business.
	Professional experience: Johannes joined Hellman & Friedman in 2014. He has been active in H&F’s investments in Action, Allfunds and Nets/ Nexi, where he was formerly a Director. Prior to H&F, Johannes worked in the financial services and retail investment groups at Warburg Pincus and in the financial services M&A group at Goldman Sachs in London.
	Other relevant appointments Partner at Hellman & Friedman, focusing on the financial services, software and consumer & retail sectors. He is also non-executive director at Windmill Bidco.
	Board Committee membership: Member of the Risk and Audit Committee
	Main skills Johannes brings extensive experience in the financial services industry. He leverages his knowledge of financial management, growth strategies and risk control to broaden and deepen discussions at both the Board and the Risk and Audit Committee. Johannes maintains a strategic-oriented and straightforward approach that enhances effective debate and decision-making.


Allfunds Annual Report 2025	www.allfunds.com			69


	Contents			Corporate Governance			The Board of Directors			Our Directors


		Sofia Mendes Non-executive director (Independent)

	Initially appointed: 29 March 2021
	Last appointed: 7 May 2024
	Term of office: 4 years
	Born: 1975
	Nationality: Portuguese

	Education Sofia holds a degree in Management and Business Administration from the Portuguese Catholic University of Lisbon.
	Professional experience: Prior to her current role at Arcano Partners, Sofia was a partner in the FIG Corporate Finance team at KPMG in Madrid for five years, and a year before she served as investment director at Private Equity ECS in Lisbon. From 2000 to 2009 she worked in the JPMorgan European Financial Institutions team from the London and Madrid offices as Senior Vice President, carrying out mergers and acquisitions (M&A) and capital markets operations for all segments of the financial sector, and as Head of the Business of Bancassurance in Europe. Before joining JPMorgan, Sofia worked as an auditor for KPMG in Lisbon.
	Other relevant appointments Sofia is a partner at Arcano Partners.
	Board Committee membership: N/A
	Main skills Sofia has more than 20 years of professional experience advising financial institutions on mergers and acquisitions and capital market transactions. Her career has provided her with remarkable skills with regard to strategic development, business growth and corporate transactions that highly benefit the Board. Her industry knowledge and her financial acumen are also reflected in her insightful contributions.


		David Pérez Renovales Non-executive director (Independent)

	Initially appointed: 29 March 2021
	Last appointed: 7 May 2024
	Term of office: 4 years
	Born: 1965
	Nationality: Spanish

	Education David holds a degree in Law and Business Economics at the Universidad Pontificia Comillas-ICADE, a PMD from Harvard Business School and an Executive Program from Singularity University.
	Professional experience: David worked for 18 years at Bankinter, where he occupied various roles (Managing Director of Capital Markets, Managing Director of Products and SME Divisions, Investor Relations Officer, Chief Financial and Risk Officer, General Deputy Director and member of the Steering Committee). David was also formerly the CFO of Línea Directa Aseguradora, before shifting roles to launch that company’s health business. Until mid-March 2022 he was also a member of the Línea Directa Aseguradora Steering and Investment Committees. David is currently a member of the Board of Directors of Harvard Club in Spain and of the Executive Committee of ICADE Business Club. He is also a professor of Corporate Finance at Universidad Pontificia Comillas-ICADE.
	Other relevant appointments David is [CFO at MásMóvil]. [Nota: Tbc]
	Board Committee membership: Chair of the Risk and Audit Committee
	Main skills David's career in banking spans 22 years. Having served in several top executive roles related to finance and risk management, he is a financial literate and contributes meaningfully to the matters within the Risk and Audit Committee's remit. He also brings to the Board a deep understanding of the investor community and is earnestly engaged with sustainable development.


Allfunds Annual Report 2025	www.allfunds.com			70


	Contents			Corporate Governance			The Board of Directors			Our Directors


		Hunter Philbrick Non-executive director

	Initially appointed: 7 May 2025
	Term of office: 4 years
	Born: 1979
	Nationality: US citizen

	Education Hunter is a graduate of Darmouth College.
	Professional experience: Hunter joined Hellman & Friedman (“H&F”) in 2003. Prior to his move to London in 2021, Hunter focused on the healthcare and insurance sectors in the US. Hunter was formerly a Director of Change Healthcare (formerly Emdeon), GeoVera Insurance Group, Pharmaceutical Product Development and Sedgwick and was active in the Firm’s investments in athenahealth, Grosvenor Capital Management, Medline, PARIS RE, and PointClickCare. Prior to H&F, Hunter worked in the Mergers, Acquisitions and Restructuring and General Industrial Departments of Morgan Stanley & Co. in New York.
	Other relevant appointments Hunter is a partner at H&F, focusing on the software & technology, healthcare and financial services sectors.
	Board Committee membership: N/A
	Main skills Hunter brings to the Board excellent strategy and high-level management skills from his international experience at privately-held entities. He has been involved in a broad range of industries, although he is now focused software & technology, healthcare and financial services sectors, and so enhances the Board's digital and technological capabilities. Hunter also gained important governance skills in his various positions.


		JP Rangaswami Non-executive director (Independent)

	Initially appointed: 29 March 2021
	Last appointed: 7 May 2025
	Term of office: 4 years
	Born: 1957
	Nationality: British and Indian

	Education JP holds a degree in Economics and Statistics from St. Xavier’s College, University of Calcutta.
	Professional experience: JP is the Chairman of the Web Science Trust and serves as trustee of Cumberland Lodge. He is an Adjunct Professor at the University of Southampton, a Fellow of the British Computer Society, a Chartered IT Professional and a Fellow of the Royal Society of the Arts. He is also a Liveryman of the Worshipful Company of Information Technologists and a Freeman of the City of London. JP previously served as Chief Data Officer and Group Head of Innovation at Deutsche Bank from 2015-2018, Chief Scientist at Salesforce.com from 2010-2014, Chief Scientist at BT plc from 2006-2010, and Global CIO at Dresdner Kleinwort from 2001-2006 (having joined Dresdner Kleinwort in 1997).
	Other relevant appointments JP is also a non-executive director at Admiral Group plc, DMGT plc, the National Bank of Greece and EMIS Group plc.
	Board Committee membership: Member of the Remuneration, Appointments and Governance Committee
	Main skills JP has an excellent knowledge of technology and digital transformation, having performed the highest IT executive roles throughout his extensive career. He has remarkable analytical skills and significant experience in data management and innovation that highly benefit the Board, especially when supervising that Allfunds' technology effectively supports its business and strategy. JP is also an experienced Board member with broad governance and top- management skills.


Allfunds Annual Report 2025	www.allfunds.com			71


	Contents			Corporate Governance			The Board of Directors			Our Directors


		Delfín Rueda Non-executive director (Independent)

	Initially appointed: 29 March 2021
	Last appointed: 7 May 2025
	Term of office: 4 years
	Born: 1964
	Nationality: Spanish

	Education Delfín holds a Master of Science degree in Economics from Universidad Complutense de Madrid, Spain, and an MBA in Finance from The Wharton School (US).
	Professional experience: Delfin has been CFO and vice-chair of the Executive Board and Management Board at NN Group and ING Insurance. He as also been CFO and CRO of Atradius, Senior Vice President in the Financial Institutions Group of the Corporate Finance Department of JPMorgan, Executive Director at UBS, and Senior Consultant at Andersen Consulting. He has also served as consultant for Mundi Ventures.
	Other relevant appointments Delfin is a member of the Supervisory Board of Adyen N.V. and Chairman of its Audit and Risk Committee. He is also a member of the Supervisory Board of Achmea Pension & Life N.V. Delfin also serves as non-executive director of Monzo Bank Holding Group and Flow Traders ltd. He is also managing director at the private equity firm Squircle Capital Advisory.
	Board Committee membership: N/A
	Main skills Delfín has a profound financial acumen as well as a high knowledge of risk management and internal controls. Having spent most of his career in financial services, insurance and banking, he brings to the Board an extensive knowledge of the financial industry. His experience as executive and supervisory board member in listed companies also gives him a deep insight of investor expectations and valuable governance skills.


		Zita Saurel Non-executive director

	Initially appointed: 24 March 2017
	Last appointed: 7 May 2025
	Term of office: 4 years
	Born: 1977
	Nationality: Spanish and US citizen

	Education Zita is a graduate of Georgetown University.
	Professional experience: Zita joined Hellman & Friedman (H&F) in 2005, where she was a partner, focusing on the internet & media sectors and financial services sectors, and she also led the capital markets activities in Europe related to new investments and for portfolio companies. Prior to H&F, Zita worked at Investcorp and the Leveraged Finance department of Lehman Brothers in London. She was also a Director of Nets, Wood Mackenzie and Hostelworld (Web Reservations). She was also active in H&F’s investments in Scout24, IRIS, Nielsen and Gartmore.
	Other relevant appointments [Hellman & Friedman]. In addition, she serves as a Director of Glasswing International and a Governor of The Royal Ballet School. [Nota: Tbc]
	Board Committee membership: Member of the Remuneration, Appointments and Governance Committee
	Main skills Zita brings expertise in the areas of capital markets financing, investor engagement and talent management. Over her lengthy career in private equity, she has led numerous debt and equity raisings in both public and private markets. She brings a deep understanding of investor expectations and effective investor engagement. She also has strong expertise in talent management and remuneration schemes having held non-executive roles in international businesses across a range of sectors. She leverages strategic thinking and governance skills to elevate the debate on the Remuneration and Appointments Committee. Through her leadership role at H&F, Zita has a strong foundation in sustainability topics and enriches ESG- related debates in the boardroom.


Allfunds Annual Report 2025	www.allfunds.com			72


	Contents			Corporate Governance			The Board of Directors			Our Directors


		Andrea Valier Non-executive director

	Initially appointed: 2 October 2020
	Last appointed: 7 May 2024
	Term of office: 4 years
	Born: 1971
	Nationality: Italian

	Education Andrea holds a Master’s in Economics from Università Bocconi, Milan.
	Professional experience: Prior to his current role as Head of Corporate Development and Strategy at BNP Paribas Securities Services, Andrea served in senior positions within BNP Paribas Corporate and Institutional Banking (CIB).
	Other relevant appointments Andrea is the Head of Corporate Development and Strategy at BNP Paribas SA, Securities Services division.
	Board Committee membership: N/A
	Main skills Andrea has an extensive career in banking and finance. He has a profound understanding of capital markets and the funds industry and uses his expertise to promote robust discussions, particularly with regard to strategic initiatives and operational resilience. Andrea also provides sound top- management insight gained in his senior executive positions.


		Marta Oñoro General Counsel and Secretary of the board (non-member)

	Initially appointed: March 2021
	Born: 1977
	Nationality: Spanish

	Education Marta holds a degree in Law from Universidad Complutense of Madrid and a Master’s in Stock Exchange and Financial Markets from Instituto de Estudios Bursátiles IEB (sponsored by the Madrid Stock Exchange).
	Professional experience: Marta joined Allfunds in 2007 and was appointed General Counsel in 2009. Prior to joining Allfunds, she worked at the law firm Uría Menéndez within the Capital Markets and Fund Regulatory teams in its Madrid and London offices.
	Board Committees secretariat: Marta is also the Secretary to each Board Committee.



	Appointments in 2025
	Hunter Philbrick and Marina Bellini were appointed as directors at the 2025 AGM, filling the vacancies left by Blake Kleinman and Ursula Schliessler, respectively.


Allfunds Annual Report 2025	www.allfunds.com			73


	Contents			Corporate Governance			The Board of Directors			Board role and leadership

Board role and leadership

Board role and purpose

The Company has a one-tier governance structure with a

single board of directors comprising both executive and non-

executive directors. It is the Company's highest decision-

making body, except for matters reserved to shareholders at

the General Meeting.

The board of directors delegates the management of the day-

to-day operations and the implementation of the strategy to

the Executive Committee, focusing on general oversight of

the Group and those responsibilities that cannot be delegated

by law or internal regulations, such as defining the Group’s

strategy.

The board is collectively responsible for Allfunds' overall

success and seeks to deliver sustainable long-term value to

its stakeholders. It sets the strategic direction, promotes a

corporate culture aligned with the Group's purpose and

values and it is accountable to shareholders for the effective

stewardship of the business.

In performing its duties, the board evaluates the long-term

implications of its decisions, considers the interests of the

Group’s employees and other stakeholders and the

importance of fostering effective engagement with them, the

impact of the Group’s operations on society and the

environment, and upholds high standards of ethics,

governance and responsible business conduct.

The board of directors exercises its powers in accordance

with Allfunds’ Articles of Association, the Rules of procedure

and other applicable internal regulations, which are available

in our corporate website. These documents adhere to all

applicable laws and regulations as well as to the good

governance practices of the Dutch Corporate Governance

Code, which has been updated in 2025.

Division of responsibilities

The board's corporate governance structure ensures that it

discharges its duties effectively. The roles of the Chair, the

Chief Executive Officer, the board committees, and the

Company Secretary are clearly defined and separate,

ensuring a clear division of responsibilities.

Chair

The Chair is an independent non-executive director. He leads

the board, setting its agenda and ensuring its effective

operation. He also ensures that directors receive all

information necessary to perform their duties in a timely

manner, and that there is sufficient time for consultation and

decision-making.

The Chair fosters a culture of openness and constructive

challenge among directors. He holds meetings with the non-

executive directors without the presence of executives and

meets regularly with the CEO and other members of the

Executive Committee [and senior management] to remain well

informed. He also promotes high standards of corporate

governance.

Chief Executive Officer

The Chief Executive Officer (CEO), supported by the Executive

Committee, is entrusted with the day-to-day management of

Allfunds’ business with the highest executive functions. She is

responsible for implementing the Group' strategy and for

overseeing the Group's operational performance and risk

profile.

She chairs the Executive Committee which facilitates a fluid

and effective interaction between the board and the senior

management team. She also represents Allfunds in its

interactions with stakeholders, ensuring that effective

engagement processes are in place.

In addition, the CEO provides the board of directors with

regular updates on strategic and business matters, enabling

directors to remain well informed and to properly discharge

their supervisory responsibilities effectively. Other members

of the Executive Committee and senior management also

attend board meetings when relevant for the board to be

properly informed. Conversely, the CEO communicates the

board’s feedback to the Executive Committee, ensuring

effective bi-directional communication.

Board committees

The board of directors has two committees which support the

board in the supervision of the matters under their

corresponding remit: (i) the remuneration, appointments and

governance committee and (ii) the risk and audit committee.

+ INFO You will find further details in the Risk and Audit Committee report

and in the Remuneration, Appointments and Governance Committee

report.

Secretary

The board is assisted by the Company Secretary, who

ensures observance of proper procedures and compliance

with statutory and internal obligations. She also makes sure

that good governance recommendations and procedures are

observed and remain under continuous review.

The Secretary ensures that the board has the information,

time and resources required to discharge its responsibilities

effectively and efficiently.

She also serves as Secretary to all board committees, attends

all board and committee meetings and prepares the minutes

for their proceedings. In addition, the Secretary is the Group

General Counsel and is a member of the Executive

Committee.


Allfunds Annual Report 2025	www.allfunds.com			74


	Contents			Corporate Governance			The Board of Directors			Board composition, diversity and succession

Board composition, diversity and succession

Board profile as of the date of this report


Independence		Tenure		Gender balance		Age diversity

Skills and experience

International background or education & international experience

Board composition

As of the date of this report, our board of directors comprises

13 members, with a majority of non-executive directors, most

of whom are independent (7). The board considers that all the

independent directors meet the independence requirements

set out in the Dutch Code. At the end of 2025, the average

tenure of directors was 4.12 years. Directors' profiles and

backgrounds are detailed in sub-section 'Our directors' of this

Annual Report.


Allfunds Annual Report 2025	www.allfunds.com			75


	Contents			Corporate Governance			The Board of Directors			Board composition, diversity and succession

To ensure the board can fulfil its responsibilities effectively,

its composition must provide the appropriate balance of

experience, skills, diversity and independence. To that end, in

2021 the board approved the Profile for non-executive

directors (available on our corporate website), which defines

its desired composition, structure, size and level of

independence, considering the nature of the Group

characteristics and its activities. The Remuneration,

Appointments and Governance Committee reviews this profile

annually to ensure it remains appropriate and effective and

uses it as a reference in board appointments or re-election

processes.

Board diversity

A diverse board of directors is essential to effective

governance. The combination of skills, experiences and

points of view strengthens independent judgement, enhances

constructive debate and supports high-quality decision

making. Accordingly, we aim to maintain a well-balanced mix

of technical expertise, experience and broad diversity within

the board’s composition.

Our group-wide Diversity and Inclusion Policy (D&I Policy),

last updated in 2023, establishes the framework for fostering

diversity and inclusion at Allfunds and its Group entities.

Under the D&I Policy, we recognise that diversity i s a key

driver to deliver our strategy and correlates with greater

innovation and better performance.

In line with best practice provision 2.1.5 of the Dutch Code,

the D&I Policy sets different D&I goals at different levels

across the organisation: board of directors, Executive

Committee, senior management and the wider workforce. The

board considers that these goals are specific, appropriate and

ambitious to ensure a well-balanced composition of the

board.

+ INFO please see [Section xx of] the Strategic Report and the 2025

Sustainability Report.

In setting these objectives, the board of directors considered

applicable regulations, namely:

• The EU Directive 2022/2381 on gender balance in the

boardroom (the "Gender Balance Directive"), applicable

from June 2026.

• The Organic Law 1/2024 on Equal Representation and

Balanced Presence of Women and Men (the "Spanish

Gender Equality Law"), which transposed the Gender

Balance Directive in Spain, which applies to Allfunds Bank

(the Group's key subsidiary) in spite of not being a public

listed company, since it is considered a Public Interest

Entity.

It has also considered the Dutch Corporate Governance Code

-to which Allfunds voluntarily adheres- as well as other good

governance practices and international standards broadly

accepted by the market, including investors, proxy advisers

and rating agencies; as well as other factors intrinsic to

Allfunds' structure and business.

At board level, the D&I Policy sets the following quantitative

targets both for the Company and Allfunds Bank, relating to

gender and ethnic diversity:

• Having at least 40% female directors by 30 June 2026,

above the targets set out in EU Directive (which requires at

least 33% female directors considering all board members,

and 40% when considering only non-executive directors) as

well as the targets set out in the Spanish Gender Equality

Law which provides greater timing flexibility (since it does

not require female directors of Public Interest Entities to

reach 40% of the board until June 2029).

• Having at least one director from an ethnic minority

background by 2025, as recommended by the Parker

Review.

As of 31 December 2025, the board of directors of the

Company had a female ratio of 38.5% considering all board

members (5/13), and of 33.3% considering only non-

executive directors (4/12). These meet the target set by the

Gender Balance Directive. The Company has also met the

Parker Review targets in terms of ethnic diversity and also the

target of having one senior board position held by women

(met after the appointment of Annabel Spring as CEO of the

Company).

Allfunds Bank also met the target set by the Spanish Gender

Equality Law and also by our D&I Policy, since the female ratio

at its board reached 41.7% (5/12).

The Remuneration, Appointments and Governance Committee

and the board of directors remain committed to increasing

the female ratio of the Company's board of directors to 40%

in the next cycle of board appointments, in line with the

targets set in the D&I Policy. In addition, there is currently

gender balance among the Company's independent directors

(with a 43%-57% distribution) with female ratio exceeding the

40% target.

In addition to these quantitative targets, the board recognises

in the D&I Policy that gender and ethnicity are only two

among several diversity factors and that they should never

compromise the calibre of candidates. Appointments are

therefore based on merit against objective criteria, while

seeking to ensure that the board of directors, the Executive

Committee and the senior management comprise a good

balance of expertise, experience, competencies, knowledge,

nationality, other personal qualities, gender identity, age, and

cultural or other backgrounds. Directors must also be able to

perform their duties with independence of mind.

In this context, Allfunds maintains a Profile for

non-executive directors which aims to provide a guide to the

membership and work of non-executive directors. It sets out

the desired expertise and background of the non-executive

directors. Ultimately, the Profile seeks that the board’s

combined experience, expertise and independence allow

directors to engage in relevant, informed, expert and efficient

discussion and decision-making.

The D&I Policy defines the action points to be implemented

across the Group to achieve Allfunds' D&I strategy and

objectives in practice. These action points cover the entire

people management cycle, from recruitment, promotion and

development opportunities, to remuneration, culture, working

environment, and transparency and reporting.

Below is a non-exhaustive description of the measures and

actions set out in the D&I Policy and taken during the year

with regard to the board and/or the Executive Committee.


Allfunds Annual Report 2025	www.allfunds.com			76


	Contents			Corporate Governance			The Board of Directors			Board composition, diversity and succession

Recruitment processes are designed to enhance diversity

and inclusion. Allfunds works exclusively with search firms

that adhere to the Voluntary Code of Conduct for Executive

Search Firms. It requires long lists of candidates to reflect the

widest definitions of diversity and ensures that at least one

third of candidates interviewed for senior positions are

women. At board level, composition and diversity

considerations are assessed as part of the annual evaluation

of the board of directors and its committees. You will find a

summary of this process on the following pages of this

Corporate Governance Report.

Regarding promotion and development, Allfunds fosters a

pipeline of diverse internal talent through objective individual

performance process and training opportunities linked to

roles, rather than individuals.

Succession planning explicitly incorporates D&I

considerations to ensure future leadership meets the

expectations set in the policy. The Remuneration,

Appointments and Governance Committee has taken these

targets into account when assessing the board's refreshment

and succession.

Both the D&I Policy and the Profile for non-executive

directors are available on the corporate website

(https://allfunds.com/en/investors/governance/group/).

Rules for the appointment, re-election

and dismissal of directors

Election

The Profile for non-executive directors addresses the

board's desired composition, structure, size and level of

independence, considering the nature of the Group and its

activities. It establishes that the number of non-executive

directors shall at all times exceed the number of executive

directors and that the total number of non-executive

directors should account for at least half of the total number

of non-executive directors. It is annually reviewed by the

Remuneration, Appointments and Governance Committee to

ensure it remains appropriate and effective, and it is

considered when making board appointments or re-elections.

In addition, the 'Procedure for Identified Staff's selection and

suitability assessment' establishes the process of selecting

and periodically assessing the suitability of directors.

Appointment and re-election

Directors are proposed for appointment at the annual general

meeting of shareholders, either on the recommendation of

the board or prior notice from a shareholder qualified to vote

at the meeting stating its intention to propose a director for

appointment, such notice to be given in accordance with

article 134 of the Articles of Association.

The board may also appoint a director to fill a vacancy or

as an additional director (within the maximum number of

directors set out in the Articles of Association). Any director

appointed by the board shall retire at the first general meeting

held after their appointment and may be re-elected by

shareholders at the meeting.

Term and cessation

Our directors are appointed for four-year terms.

Each executive director must retire from office at the

general meeting held in the fourth calendar year after their

first term of appointment and may be re-elected for any

number of subsequent terms of up to 4 years each. Each non-

executive director must retire from office at the general

meeting held in the fourth calendar year following their initial

appointment and may be re-elected for a second term of up

to 4 years and, thereafter, for two additional terms of up to 2

years each, provided they remain suitable for the office and

upon a favourable evaluation of their previous performance.

These rules are aligned with best practice provisions 2.2.1

and 2.2.2 of the Dutch Code followed by the Company.

Non-executive directors shall also retire early in the event

of inadequate performance, structural incompatibility of

interests, and in other instances in which this is deemed

necessary by the board. If the vacancy is not filled at the

meeting where a director retires (and it is not resolved not to

fill it), the retiring director, if willing to act as such, shall be

deemed to have been re-elected unless a re-election

resolution is put to vote and lost.

If, at a general meeting, resolutions for the appointment or re-

election of directors are not approved and, as a result, the

number of directors falls below the minimum required in the

Articles of Association, all retiring directors who stood for re-

election will be deemed to have been re-elected and shall

remain in their office for the purposes of filling the vacancies

and convening general meetings and performing such duties

as appropriate to maintain the Company’s going concern and

comply with its obligations.

Special rules

In addition to the rules above, pursuant to the Relationship

Agreement, the Company’s major shareholders LHC3 Limited,

BNP Paribas and BNP Paribas Asset Management Holdings

(together, the BNP Paribas Entities) are entitled to nominate

for appointment up to given numbers of directors or

observers to the board for so long as they hold specific

percentages of the total shares of Allfunds. In the event of

divestment, the number of nominee directors decreases

progressively to nil below a 5% stake. Further information can

be found on pages 20-21 and 165-167 of the IPO prospectus

available at www.allfunds.com. In 2025, Blake Kleinman

resigned from his position as director and LHC3 Limited

nominated Hunter Philbrick to replace him. Mr Philbrick was

appointed as a director by the board at the 2025 AGM

pursuant to the provisions of the Articles of Association.

Succession planning

The board of directors, supported by the Remuneration,

Appointments and Governance Committee, is responsible

for developing succession plans for its own members in

order to ensure an orderly leadership transition and proper

refreshment of skills and experience. Succession plans are

based on merit, skills and experience while recognising the

benefits of diversity.

Pursuant to best practice provision 2.2.4 of the Dutch Code,

the board approved in 2021 a Retirement schedule for non-

executive directors (Retirement Schedule) which establishes

a staggered plan involving the early retirement of some

directors. It was last amended in 2025, to reflect the changes

to the board, and it is published on the corporate website

(www.allfunds.com). In this document, directors expressly


Allfunds Annual Report 2025	www.allfunds.com			77


	Contents			Corporate Governance			The Board of Directors			Board composition, diversity and succession

state their view that a differentiated term of appointment is

desirable to ensure continued experience on the board, and

their intention to strive to get into a position whereby not all

non-executive directors retire at the same time.

By virtue of the provisions of the Retirement Schedule, Lisa

Dolly, JP Rangaswami, Delfin Rueda, Johannes Korp and Zita

Saurel retired at the 2025 AGM and were re-elected by

shareholders, thereby achieving an orderly refreshment of the

board in accordance with best practice provision 2.2.4 of the

Dutch Code. In addition, David Bennett will be retiring at the

2026 AGM and he will be proposed to be re-elected by

shareholders. Further details are provided in the 2026 AGM

notice.

Board functioning

Board meetings and resolutions

The functioning of the board of directors is described in detail

in the Board Rules of Procedure, which are available on the

corporate website (www.allfunds.com).

The board meets every 2 months and at least once every

quarter, in accordance with an annual meeting plan with

corresponding agendas designed to ensure the effective

consideration and decision-making of matters within its remit.

Directors are required to attend these meetings and, if unable

to do so, they may give their representation to another

director, preferably with instructions.

Board resolutions require the favourable vote of a majority of

the directors present or represented at the meeting, and in

respect of whom no conflict of interest exists. Although the

board endeavours to reach unanimous resolutions, each

director is entitled to cast one vote. The Chair holds a

casting vote in the event of a tie.

The board may invite individuals other than directors to

attend all or part of any meeting. This includes members of

the Executive Committee, senior management and the

external auditor, if appropriate for the board to properly

perform its supervisory functions.

Key rules to manage conflicts of interest

Each director shall immediately report any actual or potential,

direct or indirect, conflicts of interest to the Company to the

other directors.

The Articles of Association allow the board to authorise any

matter in which a director has an interest that conflicts, or

may conflict, with the interests of the Group even where it

would otherwise involve a breach of directors’ duties under

section 175 of the UK Companies Act 2006. Any such

authorisation may only be granted by the non-conflicted

directors, who must act in good faith and consider whether

granting it would be most likely to promote the Company’s

success. They may also impose any limits or conditions they

deem appropriate. All situations considered and

authorisations given are recorded in the board minutes and

are subject to annual review by the board. The board believes

this system operates effectively.

Board activities during 2025

Board meetings and attendance

During 2025, there were 10 board meetings. The table shows

the number of meetings attended against the number of

meetings each director was eligible to attend according to

their appointment or resignation dates.


	Attendance rates
Directors	Meetings attended	% of attendance
David Bennett	10/10	100%
Annabel Spring¹	7/7	100%
Lisa Dolly	10/10	100%
Marina Bellini²	8/8	100%
Axel Joly	10/10	100%
Johannes Korp	10/10	100%
Sofia Mendes	10/10	100%
David Pérez Renovales	10/10	100%
Hunter Philbrick³	7/8	87.5%
JP Rangaswami	9/10	90%
Delfín Rueda	10/10	100%
Zita Saurel	10/10	100%
Andrea Valier	10/10	100%
¹ Member since 23 June 2025 ² Member since 7 May 2025 ³ Member since 7 May 2025

Key focus areas in 2025

Below is a non-exhaustive summary of the key focus areas of

the board during the year, and the key stakeholders

considered in each of them.

A typical Board meeting comprises the following elements:

• A strategic and business update provided by the CEO,

including business performance and insights on areas of

particular strategic importance to evaluate progress and,

where relevant, decide appropriate action.

• A review provided by the CFO on the Group's financial

results since the last board meeting and, where relevant,

feedback received from the market.

• Updates from the Chair of each board committee, including

their activities, findings and proposals, if any, on the

matters within their remits.

• Other business and relevant updates, including people,

technology and operations, legal, governance and

sustainability.

In 2025, the board also held its annual Strategy Day in Madrid.

The two-day session focused on the presentation of the

Group's multi-year Strategic Plan, including the strategic

direction of its core business areas, the key initiatives and

markets expected to drive future growth, and the operational

and technological enablers required to support its delivery.


Allfunds Annual Report 2025	www.allfunds.com			78


	Contents			Corporate Governance			The Board of Directors			Board effectiveness


Topic	Discussion / activity / outcome	Link to stakeholders
Board strategic leadership
Purpose and strategy	• Received regular updates on the progress of strategic initiatives • Discussed strategic opportunities and challenges for the future • Reviewed organic and inorganic growth opportunities, assessed disposal alternatives, and monitored M&A activity	• Employees • Clients • Investor community • Regulators • Business partners • Society
Business environment and market outlook	• Received regular updates on business, operational and financial performance • Monitored business environment, following up on the fund industry's evolution and the competing landscape • Discussed market outlook, investors’ feedback, brokers’ coverage and consensus and general expectations from the market	• Employees • Clients • Investor community • Business partners
Financial matters
Financial performance	• Received regular updates on financial results • Approved the 2025 annual and interim financial statements and discussed the going concern and viability of the Group • Approved the 2026 financial calendar	• Employees • Investor community • Regulators • Business partners
Financial planning	• Monitored financial progress against the annual budget • Reviewed and approved the 2026 budget • Discussed capital allocation and the Group's financing structure	• Employees • Investor community • Regulators • Business partners
Shareholder remuneration	• Proposed the distribution of the 2025 dividend to be approved at the 2026 AGM • [SBB]	• Employees • Investor community • Regulators
Internal and external control
Risk management	• Received quarterly updates on principal and emerging risks • Approved the Group’s risk appetite framework and statement and quarterly oversaw progress of the risk profile against it • Monitored the effectiveness of risk management and control systems and progress on identified issues • Monitored cybersecurity activities during the year, evolution of ICT maturity level, progress made on, and updates to, Allfunds' cybersecurity director plan	• Employees • Clients • Investor community • Regulators • Business partners • Society
Internal audit	• Received regular updates on the activities and findings of the internal audit function • Assessed performance of the internal audit function • Approved the Group’s 2026 internal audit plan and revised internal audit charter	• Employees • Investor community • Regulators
External audit	• Assessed the effectiveness, objectivity and independence of the external auditor • Supervised the audit plan drafted by the external auditor, the management letter. • Received updates on the 2025 FY audit process and on the progress of the audit report • Proposed the re-election of the auditor to be approved at the 2026 AGM	• Employees • Investor community • Regulators
Compliance and AML	• Supervised the Compliance Monitoring Programme, existing controls and progress on action plans • Monitored AML-related activities, including new clients' acceptance and progress on own due diligences	• Employees • Clients • Investor community • Regulators • Business partners • Society


Allfunds Annual Report 2025	www.allfunds.com			79


	Contents			Corporate Governance			The Board of Directors			Board effectiveness


Topic	Discussion / activity / outcome	Link to stakeholders
Governance
Corporate governance	• Monitored the results of the 2025 AGM and the 2025 EGM, and followed up on the feedback received from shareholders and proxy advisors • Was informed of the changes introduced in the revised 2025 Dutch Code and of its implications for Allfunds • Approved the 2025 Annual Report, including the strategic report, the corporate governance report and the remuneration report • Approved the convening of the 2026 EGM and the 2026 AGM, including the agenda to be submitted for shareholder' approval	• Employees • Clients • Investor community • Regulators • Business partners • Society
Sustainability governance	• Approved the 2025 Sustainablity Statement • Monitored progress of the 2024-2026 ESG Strategic Plan • Approved an update to the tax strategy	• Employees • Clients • Investor community • Regulators • Business partners • Society
Board and committees effectiveness	• Examined the outcome of the 2025 board and board committees evaluation and approved an action plan for 2026	• Employees • Clients • Investor community • Regulators • Business partners • Society
Board refreshment	• Supervised the recruitment process of Marina Bellini and proposed her appointment as well as the appointment of Hunter Philbrick to the 2025 AGM • Approved an updated Retirement schedule for non-executive directors • Supervised the recruitment process of Annabel Spring, and appointed her as CEO	• Employees • Investor community
People and culture
Talent and succession	• Supervised progress made on the Human Capital Strategic Roadmap • Received updates on people headcount and turnover	• Employees • Investor community • Society
Remuneration	• Reviewed the group-wide remuneration policy • Endorsed the proposed amendments to the Directors' Remuneration Policy which were submitted for shareholders approval at the 2025 EGM • Set variable remuneration goals and monitored progress against them • Revised the total rewards scheme for Identified Staff and approved the combined incentive plan • Launched the fourth LTIP award for key talented employees • Approved the CEO remuneration corresponding to the FY 2025 and set the CEO goals for 2026	• Employees • Investor community • Regulators

Board effectiveness

Directors’ induction and development

The board is committed to lifelong learning and continuous

improvement. In March 2023, the board, based on a proposal

from the Remuneration, Appointments and Governance

Committee, approved a Procedure for Directors' Induction

and Development to formalise Allfunds' approach and define

lines of actions in this area. The Procedure was established in

accordance with EBA and ESMA joint guidelines on the

assessment of suitability of members of the management

body and key function holders, which apply to Allfunds Bank,

as well as with best practice provisions 2.4.5 and 2.4.6 of the

Dutch Code.

The ultimate goal of directors' induction and development

programmes is to ensure each director’s initial and ongoing

suitability to perform his or her role.

Induction programmes seek to provide new directors with the

information they need to perform their duties effectively in the

shortest practicable time. It provides a comprehensive

understanding of the nature of the Company, its business and

strategy, culture and values, risk profile and control systems,

sustainability approach, governance framework, regulatory and

competitive landscape, reporting obligations, and organisational

structure. It also grants awareness of the new director’s role and

statutory duties. Induction programmes are tailored to each

director as needed, according to their specific responsibilities,

membership in board committees, and any gaps identified during

the recruitment process. In 2025, Marina Bellini and Hunter

Philbrick completed their induction programmes.

Development programmes seek to improve and keep up-to-

date directors’ individual and collective knowledge, skills and

competencies, ensuring they remain well informed about the

Company and other evolving topics, ultimately to allow them to

continue to perform at a high level. Each year development

programmes are shaped by directors' training requests, identified

through the annual board evaluation or raised otherwise, and by

recent or anticipated developments in areas within the board or

its Committees' remit.

As a general rule, training needs are addressed through collective

sessions offered to all directors on a regular basis. The need for

individual or reduced group sessions is assessed case by case


Allfunds Annual Report 2025	www.allfunds.com			80


	Contents			Corporate Governance			The Board of Directors			Board effectiveness

based on directors’ feedback. Whenever possible, materials

and sessions are prepared and delivered by Allfunds' internal

teams. External training is arranged at the Company's

expense when necessary, in view of the complexity,

specificity, novelty or sensitivity of the topic.

During 2025, collective sessions were scheduled following

board meetings covering the following topics: risk

management, AML/CTF and compliance.

The board of directors, assisted by the Remuneration,

Appointments and Governance Committee, is responsible for

monitoring the design and implementation of these programmes

as well as their effectiveness. The board evaluation process

allows directors to express not only their training needs but also

their degree of satisfaction with the programmes implemented.

The board Chair and the Company Secretary are responsible,

among others, for ensuring that directors follow their training and

induction programmes.

Board and board committees' evaluation

The board and its committees undergo a yearly assessment

of its effectiveness, which includes the board's committees.

Every three years it is conducted by an external consultant.

In 2025, the evaluation was conducted internally. It was

based on directors’ responses to a questionnaire covering a

broad range of topics, including the composition, size and

leadership of the board and its committees; their dynamics

and organisation; performance of their duties; the division of

roles among directors and their interaction with the Executive

Committee and the senior management; and each director’s

individual contribution to each body’s collective performance.

The results of the evaluation were captured in a report

prepared by the Remuneration, Appointments and Governance

Committee and subsequently presented to the board. Results

suggested that directors are satisfied with the effectiveness

of the board and its committees, namely with the items on the

agenda, the high quality of the information and materials

shared with the board, the climate of the meetings and the

quality of discussions, the role performed by the Chair, the

CEO and the board Secretary, risk oversight and risk culture,

and the job performed by the Executive Committee and the

senior management.

The action points defined for 2026 as a result of the

evaluation process were the following:

• Board composition: As part of any future board

refreshment, continued consideration will be given to

progressing towards the 40% gender diversity target set in

our D&I policy and to strengthening the board’s collective

skillset, with particular emphasis on attracting experience

related to Asian markets and the UAE. The size of the board

will also be reconsidered.

• Organisation and dynamics: We will increase the time

allocated to business strategy. We will also increase the

frequency of non-executive directors meetings, to foster

debate and independent oversight.

• Training and development: Specific training on AI and

digital transformation will be provided, together with

sessions with external experts on market developments,

macroeconomic trends and the competitive landscape.

• Risk and Audit Committee: We will keep the committee

meeting frequency under continuous review, to ensure

directors have time to perform a deeper monitoring on

matters that so require and to allocate more time to

financial matters.

• Remuneration, Appointments and Governance

Committee: Focus will be placed on the board' size and

skills & diversity gap analysis. Also a succession plan for

committee members will be formalised.


Allfunds Annual Report 2025	www.allfunds.com			81


	Contents			Corporate Governance			The Board of Directors			Risk and Audit Committee Report

Risk and Audit Committee Repor t

As Chair of the Risk and Audit Committee, I am pleased

to present the Committee’s report for the year ended

31 December 2025.

I begin this report by thanking my fellow members

Ursula Schliessler and Johannes Korp for their

contributions and dedication as members of the Risk

and Audit Committee during another demanding year.

Our annual working programme covers a variety of

topics to enable the Committee to properly assist

the board in its duty to oversee the integrity and

quality of the Company’s financial and sustainability

reporting and the effectiveness of its internal

control systems.

During the period under review, the Committee

devoted significant effort to reviewing the quality

and integrity of financial and non-financial

reporting, and to overseeing the external audit

process. With regards to non-financial

information, the Committee monitored

compliance of the 2024 ESG Report with CSRD

requirements, and also supervised the

performance and results of the double materiality

analysis on which the report is based.

The Committee also followed up on the handover to the

new auditor, whose appointment was approved by

shareholders at the 2024 AGM in accordance with change

of auditor requirements. The Committee is satisfied with the

effectiveness of the audit conducted during the period

under review as further explained in the following pages of

this report.

In terms of risk management, the Committee regularly

reviewed and updated the Group's risk appetite framework

and statement and oversaw the risk profile against it.

You will find additional information on the activities of the

Committee in the following pages of this report.

Looking ahead, our priorities for 2025 include:

• Receiving assurance on the integrity of financial and

non-financial reporting and continuing to support

improvements in internal control systems relating to

reporting

• Monitoring the effectiveness of the external audit

process conducted by the auditor as well as its

independence and objectivity

• Overseeing Allfunds' risk appetite, risk profile and risk

maturity level

• Supporting ongoing improvements by internal control

functions to further build the Group’s operational

resilience

David Pérez Renovales

Chair of the Risk and Audit Committee

30 March 2026


Committee composition

David Pérez Renovales		All Committee members are non-executive directors and have been appointed based on their skills and experience. Each of them is financially literate and/or a financial expert with relevant knowledge and/or experience of financial administration and accounting for listed companies or large entities. Their profiles are described in section ‘Our directors’ above.
Committee Chair, non-executive director (Independent)

Marina Bellini
Member, non-executive director (Independent)

Johannes Korp
Member, non-executive director


Allfunds Annual Report 2025	www.allfunds.com			82


	Contents			Corporate Governance			The Board of Directors			Risk and Audit Committee Report

Committee role and responsibilities

The Risk and Audit Committee supports the board of directors

in overseeing the integrity and quality of the Company’s

financial and sustainability reporting, as well as the

effectiveness of its internal control and risk management

systems.

Its key responsibilities include:

Risk management and internal control

• Overseeing the operation and effectiveness of the

Company's internal control systems and internal control

functions, reviewing reports issued by these units and

monitoring the implementation and effectiveness of

corrective actions taken by senior management.

• Reviewing the Group's sustainability strategy, monitoring

ESG ratings and overseeing engagement with stakeholders.

• Advising the board on the Group’s risk appetite, risk profile

and future risk strategy.

• Reviewing and supervising Group risk-related policies

monitoring the effectiveness of the risk management

framework.following up on the recommendations and

requirements from, and interactions with, competent

supervisors and regulators.

Reporting

• Overseeing the accounting and financial reporting

processes, and the choice and application of accounting

policies, reviewing the Company's financial reports and

announcements, and assessing the fairness, adequacy and

clarity of their content.

• Monitoring the sustainability reporting processes, including

the selection of external sustainability frameworks against

which the Group wishes to report, and overseeing the

identification, management and reporting of material topics.

External and internal audit

• Advising on the appointment, reappointment or dismissal of

the external auditor and on the terms of its engagement.

• Supervising the relationship with the external auditor and

with any other third party involved in verifying sustainability

reporting, monitoring their performance and independence,

and reviewing the effectiveness of the audit process.

• [Internal audit]

Tax

• Reviewing the design of the Company’s financing structure

and its tax planning policy.

Sustainability

• Monitoring the application of the information and

communication technology framework, including

cybersecurity risks.

Committee functioning

The Risk and Audit Committee’s functioning is described in

detail in its terms of reference, which are available on the

corporate website (www.allfunds.com).

The Risk and Audit Committee meets at least 4 times a year

and normally ahead of any board meeting, coinciding with key

dates in the financial and sustainability reporting and audit

cycle.

Meetings may be held with the attendance, in person or by

proxy, of the majority of the Committee members.

The Committee’s decisions can be taken with the favourable

vote of a majority of the members present or represented at

the meeting (and in respect of whom no conflict of interest

exists). In the event of a tie, the Committee Chair has a

casting vote.

The Committee may invite the CEO, the CFO, the Global Head

of Compliance, AML & Risk, the Global Head of Internal Audit

and the external auditor, as well as the board Chair or any

other individual, to attend all or part of any meeting, if

appropriate for the Committee to properly perform its

functions.

The Risk and Audit Committee regularly reports to the board

on its deliberations and findings and its Chair attends the

AGM to address any questions shareholders may have on the

Committee’s activities.

Meetings and attendance in 2025

In 2025, the Risk and Audit Committee met 6 times. The rate

of attendance of its members is detailed in the table below.


	Attendance rates
Directors	Meetings attended	% of attendance
David Pérez Renovales	6 / 6	100%
Marina Bellini¹	2 /2	100%
Johannes Korp	6 / 6	100%
1. Committee member since 22 July 2025

Key activities in 2025

The main activities carried out by the Committee during the

year are described below.

Reporting

Financial reporting

• monitoring the integrity of the Group’s financial

statements, including its interim and full-year

resultsReviewed the Company's Annual Report and

associated Financial Statements, as well as the interim

financial results for the 6-month period that ended 30 June

2025. In performing this review, the Committee considered

and, where appropriate, challenged the application of

significant accounting policies across the Group that feed

into its financial statements. The most significant

accounting policies applied during 2025 were related to

revenue recognition and the application of IFRS 15, the

assessment of valuation of intangible assets and goodwill,

specifically about the register of impairment losses and the

definite accounting of purchase price allocation of the

business acquired at the end of 2023 year.

Having evaluated all of the available information, the

assurances by management and underlying processes used


Allfunds Annual Report 2025	www.allfunds.com			83


	Contents			Corporate Governance			The Board of Directors			Risk and Audit Committee Report

to prepare the published financial information, and the

feedback provided by the external auditor, the Committee

concluded and advised the board that the financial

statements and related disclosures made during the year

under review, taken as a whole, were fair, balanced and

understandable.

• Assessed the appropriateness of preparing the financial

statements on a going concern basis. In doing so, directors

considered a wide range of information, including the

current economic climate at the time of approving the

financial statements, as well as the expected working

capital requirements of the Company and the Group for the

coming year.

In 2025, the Committee concluded and advised the board

that the financial statements should be prepared on a going

concern basis as they had a reasonable expectation that

the Group had adequate resources to continue in

operational existence for the foreseeable future.

Sustainability reporting

• The Risk and Audit Committee is also responsible for

overseeing the integrity and quality of the Group's

sustainability reporting, including the choice of external

sustainability frameworks against which the Group wishes

to report, and the identification, management and reporting

of material topicsReviewed the Sustainability-related

information included in the Strategic Report of this Annual

Report, as well as the 2025 Sustainability Statement. The

Committee monitored that the 2025 Sustainability

Statement [was prepared with reference to the

International Standard GRI and in accordance with the

Corporate Sustainability Reporting Directive (CSRD) as

implemented in Spain, which is applicable to the Company's

sole subsidiary Liberty Partners, S.L.U., and the European

Sustainability Reporting Standards (ESRS).] [Nota: Tbc Inés

Ruiz de Arana]

• Monitored the relationship with, and compliance with

recommendations and follow-up of comments by, Ernst &

Young in its role as provider of external assurance to the

Sustainability Report.

External audit

External audit process and auditor's independence

• is responsible for overseeing the work and performance of

Ernst & Young LLP, Monitored the effectiveness of the audit

process until completion of the audits and delivery of the

audit report, assessing regular reports from the external

auditor on the progress of the audit plan and on the key

audit and accounting issues identified. It approved the 2026

audit plan.

• Conducted the review of the external auditor's

performance, assessing the qualifications, expertise and

resources of Ernst & Young. In 2025, this evaluation was

conducted at the Committee’s periodic meetings, as well as

through discussions with senior executives. The Committee

concluded that Ernst & Young has demonstrated challenge

and professional scepticism in performing its role during the

year.

• Monitored the objectivity and independence of the external

auditor, paying special attention to the Group’s wider

relationship with Ernst & Young through its provision of

non-audit services, and to the auditor's tenure. The

Committee received a report from Ernst & Young confirming

that there were no matters impairing or otherwise restricting

its objectivity as auditor to the Group.

• Was informed about all the services (audit and non-audit)

provided by Ernst & Young to the Group during the period

under review, and monitored its remuneration. Fees for the

statutory audit amounted to €[*] thousand, fees for other

audit-related services amounted to €[*] thousand (totalling

€[*] thousand), and fees for non-audit services amounted to

€[*] thousand. Therefore, total fees in 2025 amounted to

€[*] thousand. The provision of these services and their cost

were approved by the board. In each case, the rationale for

retaining Ernst & Young over alternative suppliers was the

knowledge, skills and experience they possess, and in

particular their in-depth understanding of the Group’s

business.

• Was informed about the auditor’s tenure. Ernst & Young

LLP has audited the Company’s individual and consolidated

accounts for 2 years, while Ernst & Young S.L. (Spain) has

audited the individual and consolidated accounts of the

Spanish subsidiary Allfunds Bank, S.A.U. The tenure of the

audit partners (Amarjit Singh, at the Company's level, and

Hector Martin Díaz, at the Spanish subsidiary's level)

started in 2024.

• Having considered all the above, the Risk and Audit

Committee concluded that the external audit process was

effective, that the performance of the external auditor was

satisfactory and that there were policies and procedures in

place to adequately preserve its independence and

objectivity.

Risk management and internal control

The Risk and Audit Committee is responsible for

overseeing the Group’s risk management and compliance

and AML systems. On an operational level, the Global Head

of Compliance, AML & Risk is the highest ranking person of

the Group, with dedicated risk management responsibility.

He reports functionally to the Risk and Audit Committee of

the board and hierarchically to the CEO.Oversaw the

Group’s risk management, compliance and AML systems.

The Committee received at least quarterly reports from the

Global Head of Compliance, AML & Risk on the activities of

his respective control functions, covering the sufficiency

and effectiveness of internal controls as well as the results

and findings of the control testing by the Internal Audit

function.

• Concluded that the Group’s internal control and risk

management framework comprises adequate

arrangements, actions and mitigating controls. The

Committee recognises that in order to support the

continuing growth and increasing complexity of the Group,

Allfunds should continue to invest in strengthening its

internal control systems.

Risk management framework and risk profile

• Reviewed and discussed the Group's risk appetite

framework and statement. It received assurance on risk

management through quarterly updates on the Group's risk

profile by reference to the Group's approved risk appetite.

The Committee further monitored the Group's risk maturity


Allfunds Annual Report 2025	www.allfunds.com			84


	Contents			Corporate Governance			The Board of Directors			Risk and Audit Committee Report

level and action plans to continuously enhance it across all

areas of the organisation.

• Received quarterly briefings from the Global Head of

Compliance, AML & Risk on emerging risks with the

potential to impact the business in the next 18-36 months,

along with an inherent risk assessment of each of them in

terms of likelihood and impact and mitigating actions.

Specific areas of focus during 2025 were [business

integrations from a cybersecurity perspective, status of

issues and action plans identified in regulatory inspections,

annual reports to regulators regarding capital and liquidity,

implementation of business continuity and disaster

recovery plans, results of the ongoing external

cybersecurity assessments, management’s oversight of

critical outsourced activities, controls on reconciliations and

readiness for the new regulatory frameworks under DORA,

the CRR3, effective since January 2025.]

• Received updates on the stress tests and sensitivity

analysis performed by the Group on a regular basis, widely

documented in regulatory reports such as the annual ICLAAP

or the recovery and resolution plans, as well as for strategic

planning and budgets.

These exercises include a series of scenarios for which a

key financial risk factor (credit, counterparty, liquidity,

volatility) or a non-financial risk factor (operational,

technological, environmental) is stressed on a stand-alone

basis, along with more complex scenarios where several

financial and non-financial risks factors are stressed at the

same time. All scenarios include both qualitative and

quantitative factors and the main purpose is to estimate the

possible deviation from the base scenario for each scenario

over a three-year horizon.

• Reviewed and supervised the implementation of risk-

related Group policies, including [the Pillar III Disclosures

Policy, the Operational Risk Policy, the Liquidity Risk Policy

and the ICT Risk Policy], and monitored the training

received by the Group's workforce with regards to risk

management, cybersecurity, compliance and AML.

Cybersecurity

• Oversaw the Group's cybersecurity risk management

systems and strategy, receiving [regular/quarterly] reports

from the COO. On an operational level, the Chief

Technology Officer is the highest-ranking person

responsible for overseeing cybersecurity. He reports

directly to the COO, who in turn reports to the CEO.

The Group has an Information Security Unit (ISU) that plays

a transversal IT function and reports to the CTO, providing

information security services to the Group, including:

◦ Defining and ensuring compliance with security

standards.

◦ Ensuring information protection.

◦ Preventing, identifying, detecting and fixing

vulnerabilities.

◦ Responding to security incidents.

◦ Supervising the architecture, security audits, and identity

management.

◦ Generating and coordinating business continuity plans.

The ISU has implemented a NIST-CSF-based Security

Director Plan, which is aligned with both the business and IT

strategies. This Plan was updated in 2024, including DORA,

Zero Trust and Security Cloud Strategy. This Plan is

reported twice a year to the board of directors.

Ethics and compliance

• Received quarterly reports from the Global Head

of Compliance, AML & Risk as ultimate responsible for the

Compliance and AML functions on an operational level.

Compliance reports covered the status of the Compliance

Monitoring Programme, including existing controls and,

where relevant, defined action plans and progress against

them. They also cover updates on outsourcing, privacy

matters, the use of the Reporting Channel, and the

corporate defence model. In turn, AML reports included

updates on clients' acceptance, progress of due diligence,

and payment screening.

Internal audit

The Risk and Audit Committee is responsible for monitoring

the effectiveness of the internal audit function. On an

operational level, the Global Head of Internal Audit is the

highest ranking person with responsibility for monitoring and

auditing governance, risk management and control.

The board is responsible for establishing the policies and

procedures that ensure the independence and effectiveness

of the Company’s internal audit function and has delegated

responsibility to its Risk and Audit Committee for overseeing

the Company’s internal audit function.

The objective of the internal audit function is to provide

independent, reliable, valued, insightful and timely assurance

to the board and the executive management regarding the

effectiveness of governance, risk management and control

over current and evolving risks. The role of the internal audit

function is defined by the Internal Audit Charter, which sets

out its purpose, authority and responsibilities. To provide for

its independence reports functionally to the Risk and Audit

Committee of the board, and hierarchically to the CEO.

The scope of work of Internal Audit is included as part of the

Audit Plan, which is approved annually by the board as

recommended by best practice provision 1.3.3 of the Dutch

Code and reviewed quarterly. The Risk and Audit Committee

ensures that it includes all relevant regulatory requirements,

that it is aligned with strategic initiatives and that it focuses

on the areas with the highest audit need. The Audit Plan also

takes into account feedback provided by senior management

and the external auditors.

• Monitored the effectiveness of the Internal Audit function

and reviewed the reports submitted by the Global Head of

Internal Audit, covering audit reports issued, the status of

the Audit Plan, the number of open and overdue audit

issues, and the results of the follow-up of issues raised in

previous audits. During the period under review, [25] audits

were conducted and completed.


Allfunds Annual Report 2025	www.allfunds.com			85


	Contents			Corporate Governance			The Board of Directors			Risk and Audit Committee Report

Oversight of sustainability topics

Since 2023, the Risk and Audit Committee has been

responsible for overseeing specific sustainability related

topics that were allocated to this Committee in an effort to

strengthen the Group's governance of sustainability matters.

The 'E responsibilities' specifically include the oversight of

climate-related issues.

• Monitored the implementation of the ESG Strategic Plan for

the period 2024-2026 with regard to the matters within its

remit.

• Supervised ESG risks, as part of ordinary risk management

monitoring activities.

Committee effectiveness review

As part of the annual board and committees effectiveness

review, all directors were invited to answer questions

concerning the Risk and Audit Committee irrespective of their

membership, with the purpose of effectively assessing the

Committee’s actual support for the board.

The results of the review suggest that the directors are

highly satisfied with the activities of the Committee, and they

believe it operates effectively and reports properly to the

board. We refer to '' for further information on the review and

the action points for 2026.


	Risk and Audit Committee report sign-of
	This report was approved by the members of the Risk and Audit Committee Committee and is signed on their behalf. David Pérez Renovales Chair of the Risk and Audit Committee 30 March 2026


Allfunds Annual Report 2025	www.allfunds.com			86


	Contents			Corporate Governance			The Board of Directors			Remuneration, Appointments and Governance Committee Report

Remuneration, Appointments and Governance Committee Report

As Chair of the Remuneration, Appointments and

Governance Committee, I am pleased to present the

Committee’s report for the financial year 2025.

During the year under review, the Committee

continued to work on the board refreshment plan

launched in 2024 to avoid, as much as possible, all

directors appointed in 2021 retiring simultaneously

in 2025. As a result of this plan, Sofia Mendes,

David Pérez Renovales, Andrea Valier and Axel Joly

retired and were re-elected by shareholders at the

2024 AGM, and Juan Alcaraz, JP Rangaswami,

Delfin Rueda, Blake Kleinman, Johannes Korp, Zita

Saurel and myself will retire at the 2025 AGM and

subject to re-election by shareholders.

In terms of remuneration, as anticipated in the

previous Annual Report, the Committee's efforts

were focused on reviewing the total rewards

scheme of the CEO and other Group employees

classified as Identified Staff according to banking

regulations applicable to the Spanish subsidiary,

Allfunds Bank. The purpose of the review was to ensure

that their compensation (i) remains competitive as a

result of this process, at the 2024 AGM Allfunds

submitted to shareholders the approval of a new

Directors' Remuneration Policy that included a new

combined incentive plan. Further information is available

in the Directors' Remuneration Report.

As for the overall population, in 2024, the Committee

received regular updates on progress against the

Strategic Human Capital Roadmap, including talent

management and well-being initiatives, turnover rates,

and appraisals. The Committee reviewed the Group-

wide remuneration policy, approved the bonus

performance metrics, and measured their outcome at

the end of the period.

Finally, the Committee launched the 2024 board and

Committees' evaluation and led discussions with regard to

the outcome of the process and the proposed action plan.

Looking ahead, our priorities for 2025 are:

• to review the board size and composition and

succession plans

• to monitor progress against D&I targets

• and to ensure that remuneration keeps supporting our

strategy.

I would like to thank my fellow members JP Rangaswami

and Zita Saurel for their dedication during this very

demanding year.

Lisa Dolly

Chair of the Remuneration, Appointments

and Governance Committee

30 March 2026



Committee composition

Lisa Dolly		All Committee members are non-executive directors and have been appointed based on their skills and experience. Their profiles are described in section ‘Our directors’ above.
Committee Chair, non-executive director (Independent)

JP Rangaswami
Member, non-executive director (Independent)

Zita Saurel
Member, non-executive director


Allfunds Annual Report 2025	www.allfunds.com			87


	Contents			Corporate Governance			The Board of Directors			Remuneration, Appointments and Governance Committee Report

Committee role and responsibilities

The Remuneration, Appointments and Governance Committee

supports the board of directors in defining and monitoring the

balance of skills, experience and diversity of its members,

ensuring and assessing the board's effectiveness, organising

its succession planning and designing appropriate

remuneration schemes.

Its key responsibilities include:

Remuneration

• Advising on the design of the directors' remuneration

policy, ensuring it supports sustainable long-term value

creation, and monitoring its implementation.

• Reviewing and supervising the performance metrics linked

to variable remuneration, and assessing beneficiaries’

performance in light of those metrics.

Appointments

• Assisting in the design and periodic review of the desired

board profile, including its composition, skills, experience

and diversity targets, and in the development of succession

plans.

• Participating in selection and appointment processes,

identifying suitable candidates and making proposals for

the appointment or re-election of directors.

Governance

• Monitoring governance trends, initiatives and best practices

to assess their impact and advising the board on any

necessary changes to governance arrangements.

• Assisting in the evaluation of the effectiveness of the board

and its committees’, as well as each director’s individual

contribution, and overseeing directors’ training and

development programmes.

• Overseeing the Group's initiatives, policies and practices

related to human capital management and social matters.

Committee functioning

The functioning of the Remuneration, Appointments and

Governance Committee is described in detail in its Terms of

Reference, which are available on the corporate website

(www.allfunds.com).

The Committee meets at least twice a year, although

meetings are called whenever needed for the Committee to

perform its duties.

Meetings may be held with the attendance, either in person

or by proxy, of the majority of the Committee members.

Decisions are adopted by a majority of the members present

or represented at the meeting (and in respect of whom no

conflict of interest exists). In the event of a tie, the Committee

Chair has a casting vote.

The Committee may invite non-members to attend all or part

of any meeting if appropriate for the proper performance of

its functions.

The Remuneration, Appointments and Governance Committee

regularly reports to the board on its deliberations and findings

and its Chair attends the AGM to address any questions

shareholders may have on the Committee’s activities.

Meetings and attendance in 2025

In 2025, the Remuneration, Appointments and Governance

Committee met 4 times. The rate of attendance of its

members is detailed in the table below.


	Attendance rates
Directors	Meetings attended	% of attendance
Lisa Dolly	4/4	100%
JP Rangaswami	3/4	75%
Zita Saurel	4/4	100%

Key activities in 2025

The main activities carried out by the Committee throughout

the year are described below.

Board profile and composition

• Monitoring the balance of skills, knowledge, experience and

diversity in the boardroom. Assessed the composition of the

board and its committees in order to ensure they

collectively have the right skills and experience to perform

their duties successfully, also considering Allfunds' internal

framework, such as the Diversity and Inclusion Policy or the

Profile for non-executive directors.

• [Change/Succession of the CEO - Annabel. Suitability

assessment]

• Proposed director reelections that will be submitted to

shareholder approval at the 2026 AGM, in light of the

staggered plan included in the Retirement schedule for

non-executive directors and of the Company's internal

regulations. As a result, David Bennett and Annabel Spring

will be retiring and subject to shareholders' re-election.

• Verified that the non-executive directors that are qualified

by the board as independent meet the independence

criteria set out in best practice provision 2.1.8 of the Dutch

Code.

Board and Committees’ effectiveness

• Oversaw the 2025 evaluation of the board and board

committees, which was conducted internally, and endorsed

the resulting action plan. For more details, see 'Board and

board committees evaluation' in section 'Board

effectiveness' of this Corporate Governance Report.

• Identified additional training topics to be included in the

directors' development program for 2026. For more details,

see 'Directors' induction and development' in section 'Board

effectiveness' of this Corporate Governance Report.

Remuneration

• Recommended the amendments to the Directors'

Remuneration Policy prior to it being submitted to the 2025

EGM for shareholders' approval.


Allfunds Annual Report 2025	www.allfunds.com			88


	Contents			Corporate Governance			The Board of Directors			Remuneration, Appointments and Governance Committee Report

• Reviewed and proposed to the board the Annual Directors'

Remuneration Report for an advisory vote at the 2026 AGM.

• With regard to the overall employee population, in 2025,

the Committee oversaw the implementation of the group-

wide remuneration policy. Specifically, the Committee

approved the corporate performance metrics for the

workforce annual bonus (which are the same as those for

the CEO described in the Directors' Remuneration Report of

this Annual Report) and assessed their level of achievement

at the end of the period.

• Assessed the achievement of the 2023 LTIP Award that

vested in relation to a performance period ended on 31

December 2025, and monitored general remuneration

increases for the overall workforce.

• Assisted the board with the award of the 2024 LTIP Award

as part of the LTIP approved at the time of the IPO. As in

previous years, this LTIP Award was granted to over 15% of

the Group employees and covered two types of awards: (i)

a performance-based award for the most senior

employees, who were granted an award in respect of a

target number of shares at no cost whose vesting is

contingent on pre-set long-term performance measures

being achieved throughout the relevant performance

period; and (ii) a time-based award, where beneficiaries

were granted an award in respect of a number of shares at

no cost whose vesting will occur in 2027 with no link to any

performance measures.

Other governance topics

• Reviewed the 'Corporate Governance' section of the Annual

Report, to verify the accuracy of the information contained

therein.

• Reviewed the key highlights of the 2025 AGM and the

20225 EGM, including quorum and voting results. It

oversaw the board responsiveness activities due to the

lower than normal support to the Directors' Remuneration

Policy.

• Evaluated the individual suitability of Annabel Spring prior to

her appointment as the new CEO, as well as the individual

suitability of the directors whose re-election is being

submitted to shareholder approval at the 2026 AGM. It also

evaluated the collective suitability of the board after these

appointments.

• Conducted the annual suitability assessment of directors

and key function holders, including the heads of internal

control functions and other key business positions.

• Concluded that board members continue to discharge good

governance, having overseen directors' attendance at

board and committee meetings and ensured it did not fall

below 75%. For more details, see 'meetings and

attendance' at sections 'Board functioning', 'Risk and Audit

Committee Report' and 'Remuneration, Appointments and

Governance Committee Report'.

• Examined the information provided by directors about their

intention to hold other positions outside the Allfunds Group

and the related time commitment, as recommended by best

practice provision 2.4.2 of the Dutch Code, and confirmed

that these do not interfere with their obligations as Allfunds

directors nor entail any conflict of interest. For further

information on directors' external appointments, see

section 'Our directors' above.

People and talent

• Oversaw progress against the Group's Human Capital

Strategic Roadmap, ultimately designed to promote

business success through people.

• Monitored the general state of human resources at Allfunds

throughout the year, and received periodic information on a

broad range of topics, including:

◦ evolution of headcounts, new hires and new positions;

◦ initiatives to attract and retain talent;

◦ leavers, turnover rates and average tenure of employees;

◦ the overall composition of Allfunds' workforce and

diversity ratios, including splits by age, gender,

geographies and business areas; and

◦ insight into Allfunds' leadership model, which is ultimately

aimed to ensure sustainability.

Further information on Allfunds' approach to its people may

be found in the section 'Our people' of the Strategic Report.

Committee effectiveness review

As part of the annual board and committees effectiveness

review, all directors were invited to answer questions

concerning the Remuneration, Appointments and

Governance Committee irrespective of their membership,

with the purpose of effectively assessing the Committee’s

actual support to the board.

The results of the review suggested that the directors are

highly satisfied with the activities of the Committee, and they

believe it operates effectively and reports properly to the

board. We refer to '' for further information on the review and

the action points for 2026.


	Remuneration, Appointments and Governance Committee report sign-off
	This report was approved by the members of the Remuneration, Appointments and Governance Committee and is signed on their behalf. Lisa Dolly Chair of the Remuneration, Appointments and Governance Committee 30 March 2026


Allfunds Annual Report 2025	www.allfunds.com			89


	Contents			Corporate Governance			The Executive Committee

The Executive Committe e

The Executive Committee was created with the main purpose

of assisting the CEO in the day-to-day management of the

Group. As of the date of this report, the Committee consists

of 7 members, including the CEO and 6 senior executives,

each of whom oversees specific business areas. Their profiles

are presented below.

In 2025, the Executive Committee was reorganised following

the implementation of a new internal structure. As a result, we

welcomed Licia Megliani as the new Head of Value-Added

Services, effective 1 January 2026.

The Executive Committee meets weekly to follow up on a

wide range of topics. Its members receive weekly updates on

business and strategy, financial KPIs, technology and

operations (including cybersecurity), share price

performance, people, and other business and corporate

relevant issues. In addition, the Committee periodically

receives deep dive sessions on specific topics and projects

relevant to the Group. These sessions are led by the relevant

operational committees and subject matter experts, who are

invited to the meetings to ensure the Committee receives as

much accurate information as possible to discharge its duties.

The CEO, assisted by the Company Secretary, acts as a main

liaison between the board of directors and the Executive

Committee. They channel information both upwards and

downwards by reporting to the board and subsequently

providing the board’s feedback to the Executive Committee,

as appropriate. This structure and dynamics allow the board

to perform their supervisory duties effectively and be duly

and timely informed of all relevant corporate affairs.


		Annabel Spring Executive Director (CEO)

+ INFO See profile in Section 'Our directors' in this Annual Report.


		Gianluca Renzini Chief Commercial Officer

	Professional experience: Gianluca serves as Chief Commercial Officer. He joined Allfunds in 2003 and became Country Head Italy in March 2004. In 2006, Gianluca became Regional Manager Central Europe, Middle East and Asia and in 2009 Managing Director Global Sales. In 2010, he was appointed as Deputy General Manager. Previously, Gianluca worked at Banca Nazionale del Lavoro, General Electric and San Paolo Wealth Management Group (AM and Life Insurance).
	Education He holds a degree in Economics from the University of Ancona and a Master's in Business Administration from SDA Bocconi University.


		Marta Oñoro General Counsel and Interim Chief People Officer

+ INFO See profile in Section 'Our directors' in this Annual Report.


		Borja Largo Chief Fund Partners Officer

	Professional experience: Borja is a founding member of Allfunds and serves as Chief Fund Groups Officer. He leads the business and manages the relationships with the ~3000 Fund Houses. Previously, from 2000 to 2012 he was Allfunds CIO and developed the Allfunds investment capabilities where the team specialised in analysis and fund selection, asset allocation, risk management, operational due diligence and R&D. Borja began his career in 1999 as an analyst of international investment funds at Santander Private Banking.
	Education He holds a degree in Business Administration from the Universidad del País Vasco.


Allfunds Annual Report 2025	www.allfunds.com			90


	Contents			Corporate Governance			The Executive Committee


		Álvaro Perera Chief Financial Officer

	Professional experience: Álvaro serves as Chief Financial Officer at Allfunds, bringing 20 years of experience in the financial services industry. He has built a strong track record in capital markets, mergers and acquisitions (M&A), company integration, financial planning & analysis (FP&A), investor relations and cost management. Prior to his appointment as CFO in 2022, he led the FP&A and M&A department at Allfunds. His previous roles include Head of FP&A and M&A at Santander Asset Management UK and Vice President of Investment Banking at Santander Bank. His career began as a consultant in Transaction Advisory Services at Deloitte, followed by 5 years in the same capacity at PwC. In his current position, he oversees FP&A and M&A, investor relations, accounting, reporting, treasury, tax, and procurement, among other responsibilities.
	Education Álvaro holds a degree in Business Administration from Universidad Pontificia Comillas.


		Licia Megliani Head of Value Added Services

	Professional experience: Licia is Head of Value Added Services (VAS) at Allfunds, bringing over 30 years of experience in financial services and global business development. She leads the creation of strategic solutions that enhance client experience and strengthen the company’s commercial proposition. Previously, she directed Global Business Development, overseeing worldwide commercial activities and major initiatives such as Sales 3.0. At Allfunds, she also held roles as Global Head of Insurance and Pensions, Regional Manager for Southern Europe & EEC, and Country Manager for Italy. Before joining Allfunds, Licia held senior positions at American Express Bank, Allianz Bank, Arca SIM, and UniCredit Group, specializing in private banking and product management.
	Education Licia holds a degree in Business Administration from Università Commerciale L. Bocconi.


		Antonio Varela Chief Operating Officer

	Professional experience: Antonio, who joined Allfunds as COO in 2023, has a wealth of experience in digital technologies and transformation. He previously held the position of Head of Global Wealth EMEA Technology and Operations at Citi, as well as being the Senior Country Operations Officer for Switzerland. Antonio also worked at Credit Suisse in various capacities within the COO division, including overseeing global Cloud Adoption and serving as the Head of Private Banking Technology for the Americas. In addition, he led teams for Risk & Finance, Corporate Systems Technology, and Operations as the Americas Regional Lead for the Group’s CTO in New York.
	Education Antonio holds a degree in International Business from Loop College and has completed an Advanced Management Program (AMP) from Duke University.


Allfunds Annual Report 2025	www.allfunds.com			91


	Contents			Corporate Governance			Non-Executive Directors’ Report

Non-executive directors’

report

This report is issued by Allfunds' non-executive directors in

accordance with best practice provision 5.1.5 of the Dutch

Code to render account of the supervision exercised in the

past financial year. Specifically, the referred best practice

provision states that the supervisory board or, for companies

with a one-tier board system, the non-executive directors,

should, as a minimum, report on the items referred to in best

practice provisions 1.1.3 (role of non-executive directors),

2.1.2 (personal information of non-executive directors), 2.1.10

(accountability on their independence), 2.2.8 (evaluation

accountability), 2.3.5 (board committees' reports) and 2.4.4

(non-executive directors' attendance) and, if applicable, the

items referred to in best practice provisions 1.3.6 (not

applicable to Allfunds) and 2.2.2 (appointment and

reappointment periods) of the Dutch Code.

Role of non-executive directors

The non-executive directors of the Company are responsible

for overseeing management's implementation of the strategy

for sustainable long-term value creation. They also supervise

the policies carried out and the general affairs of the Group.

They regularly discuss the strategy, its implementation and

associated risks by participating in all board meetings and at

the Strategy Day. At each meeting, non-executive directors

receive updates on business performance and strategic

progress and are invited to engage in debate, enabling them

to discharge their oversight responsibilities. Management

team members may also be invited to their meetings when

relevant and directors may request any information they

require to perform their duties.

During 2025, there were 10 board meetings and one Strategy

Day. Sub-section ‘Key focus areas in 2025’ of section ‘Board

of directors’ of this Annual Report describes the specific

matters discussed and decisions made by the board and is

incorporated by reference into this report. In terms of

strategy and corporate purpose, during 2025, the board

received regular updates on the [progress of strategic

initiatives and discussed strategic opportunities and

challenges for the future; it reviewed organic and inorganic

growth alternatives and monitored M&A activity; it discussed

Allfunds' geographical footprint and monitored the

implementation of the ESG strategic plan for the period

2024-2026.] [NOTA: Información de 2024, pendiente de

actualizar]

In addition to board meetings, in 2025 non-executive

directors met 5 times without the presence of the executive

director.

Profile for non-executive directors

The board of directors currently comprises 12 non-executive

directors: David Bennett, Lisa Dolly, Marina Bellini, Axel Joly,

Johannes Korp, Sofía Mendes, David Pérez Renovales, Hunter

Philbrick, JP Rangaswami, Delfín Rueda, Zita Saurel and

Andrea Valier.

Their personal information, including their sex (or gender

identity if desired by the person concerned), age, nationality,

principal position and other relevant positions, date of initial

appointment and current term of office, are disclosed in

section ‘board of directors’ of this Annual Report, which is

incorporated by reference into this report.

The non-executive directors' desired profile and diversity

standards are laid down in the Profile for non-executive

directors approved in 2021 and last amended in 2023, and in

the Diversity and Inclusion Policy approved in 2023. Both

documents were approved by the board of directors with the

favourable vote of non-executive directors.

In particular, the Profile for non-executive directors sets out

that non-executive directors shall meet, separately or in

combination, the following elements:

• Broad insight into the asset management, distribution and

banking industry.

• Understanding of the platforms' underpinning technology,

and experience in business innovation and digital

transformation.

• Understanding of the specific markets (service and

geographical) where the Company is active.

• Financial experience, with relevant knowledge and expertise

of financial administration, and accounting for, and financing

of, listed companies or other entities similar to the Company.

• Deep sustainability insight and experience in leading

purposeful businesses.

• Understanding of investor expectations and experience in

engaging with stakeholders.

• Knowledge and experience in talent management,

remuneration and people-related matters.

• Extensive knowledge of corporate governance, ethics and

compliance standards for listed companies, with experience

in driving corporate culture and values.

Allfunds' non-executive directors consider that the board has

a balanced and diverse composition in terms of

competencies, knowledge, experience and expertise, and

other personal qualities such as age, nationality, and cultural

and other backgrounds. This was further assessed during the

board’s annual effectiveness review. For further information,

see 'Board and board committees' evaluation' in the 'Board

effectiveness' section.

Allfunds' non-executive directors note that a diverse board of

directors is essential to effective governance. The Diversity

and inclusion policy sets gender targets as a diversity

criterion to be considered in selection processes and sets

different diversity targets, disclosed in section ‘Board of

directors’ of this Annual Report, which is incorporated by

reference into this report.

Non-executive directors’ independence

Allfunds' non-executive directors endorse the principle that

the composition of the board should be such that its

members are able to act critically and independently vis-à-vis


Allfunds Annual Report 2025	www.allfunds.com			92


	Contents			Corporate Governance			Non-Executive Directors’ Report

one another, the executive management team and any

particular interests.

The Profile for non-executive directors approved by the

board expressly reflects this principle and sets out that the

total number of independent non-executive directors should

account for at least half of the total number of non-executive

directors, as recommended by best practice provision 2.1.7 of

the Dutch Code. The Profile also states that independence

shall be tested against, at least, the criteria set out in best

practice provision 2.1.8 of the Dutch Code.

It is the view of Allfunds' non-executive directors that 7 out of

the 12 non-executive directors meet the independence

requirements set out in best practice provision 2.1.8 of the Dutch

Code: Marina Bellini, David Bennett, Lisa Dolly, Sofia Mendes,

David Pérez Renovales, JP Rangaswami and Delfín Rueda.

Non-executive directors further believe that best practice

provisions 2.1.7 and 2.1.9 of the Dutch Code have been

fulfilled during the period under review, except for the below.

The non-independent non-executive directors are affiliated

with or represent the Company’s major shareholders LHC3

Limited (three non-executive directors) and the BNP Paribas

Entities (two non-executive directors). They were appointed

pursuant to the terms of the Relationship Agreement dated 16

April 2021. Therefore, paragraph (iii) of best practice provision

2.1.7 of the Dutch Code is not complied with. The Company

considers such deviation reasonable for the sake of continuity

of the board composition, which has proven to be effective

and conducive to the success of the Group, as the relevant

non-executive directors were already fulfilling roles as

members of the board of Allfunds Bank before their initial

appointment as directors of the Company.

Board and board committees’ evaluation

The board and its committees undergo an annual evaluation

of their effectiveness. This review also addresses each

director’s individual contribution and performance, including

that of non-executive directors.

The evaluation process and the overall conclusions of the

2025 review are described in sub-section ‘Board evaluation’

of section ‘Board of directors’ of this Annual Report, with

respect to the board, and in each of the board committees’

reports with respect to their respective evaluations. The

content of those sections is incorporated by reference herein.

Non-executive directors are satisfied with the process

undergone in 2025, which was conducted internally, and

endorse the action items set by the entire board to enhance

its effectiveness in 2026.

Board committees’ reports

The board committees are exclusively composed of non-

executive directors and chaired by independent directors.

Each of the committees periodically reports to the board,

through their respective chairs, on their deliberations and

findings and makes proposals, if any, regarding matters within

their competence.

Each of the board committees’ reports included in this Annual

Report contains detailed information on how the board

committees carried out their duties during 2025. In particular,

each report describes the relevant board committee’s

composition, its role and responsibilities, the number of

meetings held and the main items discussed in 2025, its

functioning rules and the conclusions of its annual evaluation.

Non-executive directors are satisfied with the duties

performed by the board committees during the year under

review and believe they operate effectively and support the

board of directors in discharging its responsibilities.

Attendance at board and committee meetings

For further information with respect to the rate of attendance

of each non-executive director at the meetings of the board

of directors and the board committees they belong to, see

'Board meetings and attendance' in the 'Board functioning'

section and 'Meetings and attendance in 2025' in the Risk and

Audit Committee report and the Remuneration, Appointments

and Governance Committee report.



	Non-executive directors' report sign-off
	This non-executive directors’ report has been prepared in accordance with the Dutch Code and, pursuant to section 5.1.5 thereof, included in the Corporate Governance section of this Annual Report, given the one tier corporate structure of the Company. The report was approved by the non-executive members of the board of directors and signed on their behalf. Marta Oñoro General Counsel and Company Secretary 30 March 2026

Compliance with the Dutch Code

At the time of the IPO, the board of directors decided that the

Company would voluntarily adhere to the Dutch Corporate

Governance Code (the 'Dutch Code'). This decision was taken

given the Company is based in the UK and listed on Euronext

Amsterdam and, as a result, it is neither subject to the UK

Corporate Governance Code, only applicable to companies

listed in the UK, nor to the Dutch Code, only applicable to

companies with their registered office in the Netherlands.

Nevertheless, Allfunds strongly believes that compliance

with a recognised governance code contributes to


Allfunds Annual Report 2025	www.allfunds.com			93


	Contents			Corporate Governance			Compliance with the Dutch Code

stakeholders’ confidence in the good and responsible

management of the Company and its integration in society.

Ever since this decision was made, the Company has

voluntarily complied with the Dutch Code's principles and

best practice provisions, except for the deviations

explained below under the Code’s comply or explain

principle. When Allfunds deviates from the Code, it

adheres as much as possible to its spirit.

An English translation of the Code, which has been updated in

2025, is available on the website of the Dutch Corporate

Governance Code Monitoring Committee (https://

www.mccg.nl/documenten/2025/10/29/dutch-corporate-

governance-code-2025). The Company has a one-tier

governance structure with a single board of directors

comprising both executive and non-executive directors.

Therefore Chapter 5 of the Dutch Code is applicable, and this

statement should be read accordingly.


Deviations from the Dutch Code in 2025
Best practice provision 2.1.7(iii). Independence of the board.	• Allfunds endorses Principle 2.1 on the composition and size of the board and complies with best practice provisions 2.1.1 to 2.1.10, except for paragraph (iii) of best practice provision 2.1.7, which recommends that for each shareholder, or group of affiliated shareholders, directly or indirectly holding more than 10% of the Company shares, there be at most 1 non-executive director who can be considered as affiliated with or representing them within the meanings of the Dutch Code. As of 31 December 2025, shareholders LHC3 Limited (holding 35.89% of the shares) and the BNP Paribas Entities (jointly holding 12.71% of the shares) had 3 and 2 non-executive directors, respectively, who can be considered affiliated with or representing them. This level of board representation was agreed in the Relationship Agreement signed before the IPO between the Company and its then shareholders. Its main content was disclosed in the IPO Prospectus and is further described in section 'Shareholder Information' below. The board considered that this agreement contributed to the good governance of the Company i. as it provided continuity of a board that had proven effective and conducive to the Group success, as the relevant non-executive directors had already been fulfilling their roles for years, and ii. in view of the Company's shareholding structure and as a show of continued support by its major shareholders. The board notes that this deviation is temporary in nature to the extent that the right of shareholders to nominate directors is linked to specific levels of shareholdings. Therefore, nominee directors must resign as soon as their nominating shareholders divest from the Company and the relevant shareholding levels are crossed in accordance with the Relationship Agreement. The board further notes the high level of shareholder support received by nominee directors nominated by LHC3 that were subject to appointment and re-election at the 2025 AGM.
Best practice provision 3.1.2(vi). Remuneration Policy.	• Allfunds complies with Principle 3.1 and best practice provisions 3.1.1 to 3.1.3 on the remuneration of the executive director except for paragraph (vi) of best practice provision 3.1.2, which recommends that shares should be held for at least five years after they are awarded. As described in the Directors' Remuneration Report, all the shares awarded to the executive director as part of his variable remuneration package are subject to a one-year holding period starting on the date of delivery of the relevant shares. This period adds to i. the applicable vesting period, which is one year for the non-deferred portion of the variable remuneration award and three years for each deferred instalment; and ii. the deferral period applicable to 60% of each variable remuneration award (or 50% if the amount is lower than EUR 1 million), which must be deferred over a four-year period in four equal tranches on the first to fourth anniversary of the upfront payment date. Therefore, only part of the shares awarded to the CEO are held for at least five years after they are awarded. The board believes that this deviation is in the best interest of the Company from the perspective of attracting and retaining talent and incentivising performance. The board also notes that the CEO remuneration is subject to Spanish and European banking regulations given he is also the CEO of the Spanish subsidiary Allfunds Bank, and considers that these regulations are stringent enough and contain sufficient measures to encourage sustainable long-term value creation and sound risk management. Therefore, the board considers that the application of these regulations attains the purpose of principle 3.1 and best practice provision 3.1.2 of the Dutch Code.


Allfunds Annual Report 2025	www.allfunds.com			94


	Contents			Corporate Governance			Compliance with the Dutch Code


Best practice provision 3.2.3. Severance payments.	• Allfunds complies with Principle 3.2 and best practice provisions 3.2.1 to 3.2.3 on the determination of the executive director's remuneration, except for the first sentence of best practice provision 3.2.3, which recommends that severance payments in the event of dismissal do not exceed one year's salary. • As disclosed in the Directors’ Remuneration Report, the severance payment awarded to Juan Alcaraz upon his termination as the Company's CEO exceeds this limit. The Board notes that the terms of his severance payment were determined in accordance to Spanish regulations in force prior his relocation to London. Under these regulations: • severance payment in circumstances not considered a "bad leaver" shall be calculated using a fixed number of days' earnings; • earnings shall include base salary, benefits and the annual bonus paid in the preceding 12 months; and • the number of days shall be based on years of effective service, subject to a cap. • The severance payment agreed with Juan Alcaraz results from applying these rules to his labour seniority and remuneration package, with the nuance that the earnings may include the target annual bonus if higher. His entitlement to this severance payment under Spanish law was maintained when he was relocated to London to keep his remuneration package competitive, particularly given that the payment would accrue only in the event of a good leaver. The board also notes that these arrangements were agreed well before Allfunds voluntarily adhered to the Dutch Code, which is stricter in this matter than Spanish labour law. • Annabel Spring does not benefit from any contractual entitlement to additional severance payment in case of termination of employment.
Best practice provision 3.4.2. Agreement of executive directors.	• Allfunds complies with all the reporting recommendations under Principle 3.4 of the Dutch Code. The main elements of the agreement with the executive director are not separately published on the corporate website but they are described in the existing Directors’ Remuneration Policy, which is fully copied in this Annual Report available on the corporate website (www.allfunds.com). Therefore, although they are not disclosed as a separate document, the Company believes that its reporting on this matter attains the transparency purpose of this best practice provision.


Allfunds Annual Report 2025	www.allfunds.com			95


	Contents			Corporate Governance			The Board of Directors			Corporate Governance Statement

Corporate Governance Statement

The Company is required to make a statement concerning

corporate governance pursuant to the Dutch Royal Decree of

23 December 2004 (the Decree). The information required to

be included in this corporate governance statement, as

described in the Decree, can be found in the sections below,

which are incorporated by reference herein:

• A description of the Company’s compliance with the Dutch

Code, including motivated deviation from compliance with

the Dutch Code – section ‘Compliance with the Dutch Code’

in this Annual Report.

• A description of the main elements of financial management

and control systems in connection with the Company’s

financial reporting and of the financials of group companies

included in the consolidated accounts – section ‘Strategic

Report’ in this Annual Report.

• A description of the functioning of the general meeting and

the authority and rights of the Company’s shareholders –

section ‘Shareholder Information’ in this Annual Report.

• A description of the composition and functioning of the

board and its committees – section ‘Corporate Governance’

in this Annual Report.

• A description of the Diversity Policy applicable to the board,

the targets set out therein and an outline of the current

state of affairs – section ‘Corporate Governance’ in this

Annual Report.

• A description of the information concerning the inclusion of

the information required by the Decree Article 10 EU

Takeover Directive, as required by the Decree – sections

‘Corporate Governance’ and ‘Shareholder Information’ in this

Annual Report.

Other statutory information

This section of the Annual Report contains the remaining

information which the directors are required to report on each

year and for the year ended 31 December 2025.

Incorporation by reference

In accordance with section 414C (11) of the UK Companies

Act 2006, the Company has chosen to include in its Strategic

Report the following information, which would otherwise be

disclosed in this Directors’ Report:

• The particulars of important events affecting the Company

which have occurred since the end of 2025.

• An indication of likely future developments in the business

of the Company.

• Our engagement with employees, suppliers, customers and

others in a business relationship with the Company.

• The board of directors’ section 172⁽¹⁾ statement.

• In relation to the use of financial instruments, the Company’s

financial risk management objectives and policies and its

exposure to financial risk (information on which may also be

found in Note [6] to the financial statements).

Likewise, the following information that is relevant to this

Directors’ Report pursuant to UK law and Dutch law can be

found in the following sections, which are incorporated by

reference herein:

• Allfunds at a glance – section 'Strategic Report'

• Dividends – section 'Shareholder Information'

• Share capital – section 'Shareholder Information'

• Own shares – section 'Shareholder Information'

• Greenhouse gas emissions, energy consumption and

energy efficiency action – section 'Strategic Report'

Branches outside the United Kingdom

The Company, UK-based, is a holding company and it is the

sole parent undertaking of Liberty Partners, S.L.U., a holding

company based in Spain which in turn is the sole parent

undertaking of Allfunds Bank, S.A.U., based in Spain and the

Group's key subsidiary, as it is the company holding the

banking license.

The Company operates in Spain through Allfunds Bank and

several subsidiaries thereof, and outside Spain through other

subsidiaries, branches and representation offices of Allfunds

Bank. There are eight branches of Allfunds Bank located in

the UK, France, Italy, Luxembourg, Poland, Singapore,

Sweden and Switzerland, four representation offices located

in Brazil, Chile, Colombia and USA (Miami), nine direct

subsidiaries of Allfunds Bank based in Spain, the UK,

Luxembourg, Hong Kong, UAE and Shanghai and seven

indirect subsidiaries, three of them based in the UK, and four

located in France, Germany, Sweden and Switzerland.

+ INFO See the Group's structure chart in section Shareholder

Information of this report.

Political donations

During 2025, the Group did not make any political donations

to any UK, non-UK, EU or non-EU political party or other

political organisation or to any independent election

candidate, nor did it incur any political expenditure. Allfunds’

Code of Conduct expressly establishes that the Group neither

contributes to election campaigns nor makes donations to

political parties.


Allfunds Annual Report 2025	www.allfunds.com			96


	Contents			Corporate Governance			The Board of Directors			Other statutory information

Research and development

There were no activities in the field of research and

development during 2025.

Policy on employment of disabled persons

At Allfunds we understand diversity as a key driver to deliver

our strategy, and we believe that having a diverse workforce

starts with a truly inclusive environment where all employees

feel they belong and are offered equal treatment and granted

equal opportunities to progress. We strive to provide equal

opportunities across the full cycle of people management,

from recruitment, promotion and development opportunities

to remuneration, culture, working environment and

transparency.

This commitment is also aimed at people with disabilities. The

Group considers applications for employment made by

disabled people, having regard to their aptitudes and abilities,

and encourages and assists them with training, promotion

opportunities and appropriate work conditions, ensuring

accessibility to physical and digital environments. Should

employees become disabled during their employment with

Allfunds, efforts would be made to continue their employment

and to arrange appropriate training.

Effectiveness and compliance

with the Code of Conduct

Allfunds’ Code of Conduct, which is available on our corporate

website (www.allfunds.com), sets out the values and ethical

principles that must govern the activities of all our employees,

executives and board members.

All members of the Group, including its branches, subsidiaries

and representation offices, must conduct themselves in

accordance with applicable laws and regulations and act with

the integrity, transparency, prudence and professionalism

expected of a financial institution and of the trust placed in

Allfunds by its clients.

Employees are expected to comply with the Code of Conduct

and must confirm their adherence to, and understanding of,

the Code when joining the Company. They are also obliged to

attend any training that may be conducted to ensure proper

knowledge of the Code.

The Regulatory Compliance Unit is responsible for monitoring

the effectiveness of, and compliance with, the Code of

Conduct and regularly reports to the board of directors,

through the Risk and Audit Committee, its findings and

observations. Likewise, the head of each department must

ensure compliance with the Code of Conduct in their

respective spheres. The People department is responsible for

informing employees of their obligations under the Code and

for setting-up adequate training.

In ensuring the effectiveness of the Code of Conduct,

Allfunds has established a reporting channel that allows

employees and third parties to report any breach of the Code,

including any behaviour, action or event that might constitute

an allegedly illegal or professionally unethical act. The

channel enables anonymous communications and Allfunds

ensures the confidentiality of the complaints and the secrecy

of the reporting person’s identity.

Significant agreements subject

to change of control provisions

The revolving credit facility agreement entered into on 14

April 2021 between the Company, as original borrower and

guarantor, and a syndicate of financial institutions, as original

lenders, provides committed borrowings of up to €550 million.

Under this agreement, each lender has an individual right to

require prepayment in the event of a change of control of the

Company, subject to exceptions.

Other than that, the Company has not entered into any

significant agreement that takes effect, alters or terminates in

the event of a change of control of the Company.

From a remuneration perspective, if the CEO’s employment is

terminated by Allfunds, including upon a change of control,

other than (i) in circumstances justifying his summary dismissal

without compensation; (ii) on the grounds of his capability or

conduct; or (iii) for some other substantial reason that would

be a fair reason for dismissal under English law, he will (subject

to any overriding regulatory requirements), be entitled to a

severance payment of 798.75 days’ earnings, including base

salary, contractual benefits and the higher of his target bonus

amount and the bonus amount paid to him in the preceding 12

months (in each case converted into a daily figure). The

payment will be conditional upon Juan Alcaraz signing a

settlement agreement waiving any legal claims against Allfunds

Bank and will be inclusive of any payment in lieu of notice

made to him. Other than that, the Company has not entered

into any agreement with its directors or employees providing

for compensation for loss of office or employment (whether

through resignation, purported redundancy or otherwise) that

occurs because of a takeover bid.] [Nota: Confirmar con MOC

impacto antiguo CEO. También confirmar qué hay que añadir

con respecto a AS (no severance payment but right to receive

the sign on bonus)]

Anti-takeover measures

There are no existing or potential anti-takeover measures at

the time of this report.

The Company’s shareholders voluntarily incorporated into the

Articles of Association the Dutch mandatory takeover bid

rules, which require any person (acting alone or in concert)

who acquires, directly or indirectly, at least 30% of the voting

rights exercisable at the general meeting to launch a

mandatory public offer for all outstanding shares. These rules

do not apply to the Company by law, as it is not incorporated

as a Dutch public limited company.


Allfunds Annual Report 2025	www.allfunds.com			97


	Contents			Corporate Governance			The Board of Directors			Other statutory information

Related party transactions

Material transactions carried out between the Company and

any shareholder holding at least 10% of the shares are

disclosed in Note 35 to the financial statements, which is

incorporated by reference. These transactions were carried

out in customary market terms. No material transactions were

conducted with board members during 2025.

As neither the Dutch nor the UK rules on related party

transactions mandatorily apply to the Company, the Articles of

Association include specific provisions on related party

transactions. These provisions reflect the Dutch statutory

rules on related party transactions implementing Directive (EU)

2017/828 of the European Parliament and of the Council of 17

May 2017, to apply to the Company.

The Articles of Association provide that a material transaction

of the Company (or a subsidiary of the Company) with a

related party that is not in the ordinary course of business or is

proposed not to be concluded on normal market terms, is

subject to approval by the board. The Company is obliged to

make a public announcement immediately upon such material

transaction having been entered into with the related party

concerned.

Pursuant to the Company’s Articles of Association, a

transaction is considered to be ‘material’ if: (i) information on

the transaction qualifies as inside information as set out in

article 7(1) of Regulation (EU) No 596/2014 of the European

Parliament and of the Council of 16 April 2014 on market abuse

(market abuse regulation); and (ii) it is (or to be) entered into

between the Company and a related party of the Company.

For purposes of the definition of ‘material’, non-material

transactions entered into between the Company and the same

related party of the Company in the same financial year are

aggregated (and can, as such, qualify as being ‘material’ in

aggregate). Notwithstanding the aforementioned, pursuant to

the Articles of Association, there is no related party transaction

between the Company and a related party in the following

cases: (a) a transaction between the Company and a Group

company (or between Group companies); (b) a transaction

between the Company or a Group company and directors of

the Company or a subsidiary regarding remuneration of

directors of the Company or a subsidiary; (c) a transaction

entered into by the Company or a Group company on the basis

of measures to safeguard Allfunds Banks’ stability, such

measures as determined by the Bank of Spain or the European

Central Bank; and (d) a transaction between the Company and

a shareholder of the Company if all other shareholders can

participate on the same (or substantially the same) conditions

and provided that equal treatment of shareholders and the

Company's interest are safeguarded.

Furthermore, the board approved in 2022 a Related Party

Transaction Monitoring Procedure that requires that material

transactions between the Company and its directors that are

deemed to be concluded in the ordinary course of business

and on normal market terms (and thus, are not subject to

board approval) be reported to the board to ensure, with the

abstention of affected directors, that the transactions were

actually concluded in the ordinary course of business and on

normal market terms.

Disclosure of information to auditors

In accordance with section 418(2) of the UK Companies Act

2006, directors of the Company who held office at the date of

approval of this Annual Report confirm that, so far as they are

each aware, there is no relevant audit information of which

the Company’s auditors are unaware; and each director has

taken all the steps that he or she ought to have taken as a

director to make himself or herself aware of any relevant audit

information and to establish that the Company’s auditors are

aware of that information.

Going concern

Directors, having made appropriate enquiries, have a

reasonable expectation that the Company and the Group

have adequate resources to continue in operational existence

for the foreseeable future. Thus, they continue to adopt the

going concern basis of accounting in preparing the financial

statements.

In making the going concern assessment, directors have

considered a wide range of information, including the current

economic climate at the time of approving the financial

statements, as well as the expected working capital

requirements that the Company and the Group will have for

the coming year. See Note 40 to the financial statements.

Directors’ indemnities

The Articles of Association entitle the Company’s directors to

be indemnified out of the assets of the Company against any

liability incurred or to be incurred by them in performing their

duties and/or exercising their powers in relation to the affairs

of the Company, to the extent permitted by law. Accordingly,

on 23 April 2021, Allfunds entered into individual deeds of

indemnity with each individual then serving as a Board

member that constitute qualifying third-party indemnity

provisions as defined in section 234 of the UK Companies Act

2006. Subsequently, Allfunds entered into a deed with David

Bennett (in 2022), Axel Joly (in 2024), Hunter Philbrick and

Marina Bellini (in 2025) on these same terms. These

indemnities remained in force throughout 2025 and are in

force as at the date of this Annual Report. The deeds are

available for inspection at the Company’s registered office.

In addition, the Company maintains a directors’ and officers’

liability insurance policy, giving customary coverage to

directors and the Company.


Allfunds Annual Report 2025	www.allfunds.com			98


	Contents			Corporate Governance			The Board of Directors			Other statutory information


	Directors' report sign-off
	The Corporate Governance section of this Annual Report constitutes the Directors’ Report. It has been prepared in accordance with the UK Companies Act 2006 and the Large- and Medium- sized Companies and Groups (Accounts and Reports) Regulations 2008, as amended, as well as the Dutch Civil Code, the Dutch Royal Decree of 5 April 2006 implementing Article 10 of Directive 2004/25/EC, the Dutch Royal Decree of 23 December 2004 establishing further requirements on the content of the board report, and the Dutch Corporate Governance Code. This Directors’ Report was approved by the board of directors and it is signed on its behalf. Marta Oñoro General Counsel and Company Secretary 30 March 2026


Allfunds Annual Report 2025	www.allfunds.com			99


Contents	Corporate Governance	Directors' Remuneration Report	Annual statement of the Chair of the Remuneration, Appointments,
			and Governance Committee

Directors' Remuneration Report



	Content of the Directors' Remuneration Report:
	(i) Annual statement of the Chair of the Remuneration, Appointments and Governance Committee (ii) Directors’ Remuneration Policy (iii) Annual Report on Directors' Remuneration:

Annual statement of the Chair of the Remuneration,

Appointments, and Governance Committee

Dear shareholders,

On beh alf of the board, I am pleased to present the Directors’

Remuneration Report for the financial year ended 31

December 2025.

This statement summarises the major decisions of the

Remuneration, Appointments and Governance Committee

during this demanding year, including the context in which

they were made.

I thank my fellow members Zita Saurel and JP Rangaswami for

their contribution to the Committee's work during the year

and look forward to keeping working with them in 2026.

New Directors’ Remuneration Policy

During the first months of the year, the Remuneration,

Appointments and Governance Committee devoted great

effort to shape the Directors' Remuneration Policy that was

subject to a binding vote and approved by shareholders at

the 2024 AGM with 93.7% of the votes cast in favour.

The strategic rationale of the Policy’s review, as well as its

main outcome, were explained in detail in my statement

introducing the 2023 Directors’ Remuneration Report.

The Committee believes that the new Policy fully addresses

the concerns that had been previously expressed by some

shareholders of the Company, namely with regards to deferral

and settlement in instruments of variable remuneration, the

existence of a post-vesting holding period, and the

calculation of the CEO's pension contribution rate. This is

proven by the high level of shareholder support obtained at

the 2024 AGM.In addition, the new Directors’ Remuneration

Policy introduced a new variable remuneration scheme for the

CEO and other Group's staff whose professional activities

have a material impact on the Group's risk profile (the

'identified staff' as defined under applicable banking

regulations).

This change was made following the enactment of a new

Bank of Spain circular applicable to the Group's key subsidiary

Allfunds Bank. For clarification purposes, the Company is a

UK-based company whose shares are listed on Euronext

Amsterdam and which voluntarily adheres to the Dutch

Corporate Governance Code (the UK Corporate Governance

Code does not apply). In addition, the Company is the parent

undertaking of Allfunds Bank, a Spanish financial institution

holding the banking license. The CEO is also an executive

director of Allfunds Bank. Therefore, the CEO's remuneration

is subject to EU and Spanish banking regulations (including

CRD provisions) and voluntarily subject to the Dutch Code's

best practice provisions (which operate under the comply or

explain principle).

The Bank of Spain circular referred to above is applicable to

Allfunds Bank and therefore to the CEO and the remaining

identified staff. This circular extends European CRD requirements

generally applicable to large institutions to some small- and

medium-sized institutions, including Allfunds Bank. As a result,

the remuneration of identified staff is now subject to the

following rules: (i) payment of at least 40% of each variable

remuneration component shall be deferred in equal tranches over

at least four years following the vesting period; (ii) at least 50% of

each deferred and non-deferred instalment of variable

remuneration shall be payable in instruments; and (iii) all the

instruments delivered as payment of variable remuneration shall

be subject to a holding period of at least one year from the

relevant delivery date. These rules are additional to the remaining

Spanish and EU banking regulations and the EBA Guidelines on

Sound Remuneration Policies.

In its review conducted last year, the Committee sought to

assess whether the then existing compensation of identified

staff consisting of a variable structure of annual bonus and

LTIP would remain competitive and therefore capable of

attracting and retaining talent following the application of

these new rules and, simultaneously, whether it would meet

stakeholder expectations, including, specifically, investor

expectations.

The Committee considered especially the following aspects:

• each identified staff member's total rewards structure

resulting from applying the new regulations without further

change, and how it would compare with the previous

structure based on which they made the decision to join

Allfunds


Allfunds Annual Report 2025	www.allfunds.com			100


Contents	Corporate Governance	Directors' Remuneration Report	Annual statement of the Chair of the Remuneration, Appointments,
			and Governance Committee

• the fact that Allfunds does not operate a traditional banking

business so, even if holding a banking license, its

competing landscape in terms of talent consists mostly of

entities that are not subject to EU banking regulations with

such stringent requirements in terms of remuneration,

which is reflected in its peer group (most of these entities

have a traditional structure of bonus with partial deferral

and LTIP with cliff vesting following the performance

period)

• the alternative variable remuneration systems that other

financial institutions in the European and Spanish landscape

have adopted, where it is common to have a single variable

remuneration component that encompasses short- and

long- term metrics in accordance with article 138 of EBA

Guidelines on sound remuneration policies; as well as the

consistency of these systems with specific regulations

applicable to Allfunds Bank and different stakeholder views

on them.

Among all the factors considered, the most determining one

was the comparative scenario of identified staff's variable

remuneration before and after applying these rules, which

might be summarised as follows:

• Identified staff variable remuneration consisted of two

components: (i) an annual bonus payable in cash and

(ii) annual LTIP Awards payable in Company shares,

each component weighting approximately 50% of total

variable remuneration. The obligation to pay at least

50% of each variable remuneration component in

instruments involved that 50% of the annual bonus

would be payable in instruments, thereby reducing in

half the variable remuneration payable in cash (from

~50% to ~25% of total variable remuneration).

• The LTIP Awards were subject to a three year performance

period (see further details in the Directors' Remuneration

section). The obligations to defer at least 40% of each

variable remuneration component in equal tranches over at

least four years from the vesting date, and to impose a

one-year holding period following delivery, meant that the

overall period for each LTIP Award, from the grant date to

the date on which the entire award is effectively available

to the participant, would extend to nine years.

The Committee was conscious of the purpose that rules on

deferral and payment in instruments seek to achieve in terms

of sound risk management, long-term focus and alignment

with shareholder interests. Its members fully endorse the

underpinning principles and remain committed to design and

implement compensation packages that support these

principles. However, the Committee also noted that Allfunds'

level playing field is more stringent than that of its peers in

terms of remuneration and this involved a real challenge from

a talent attraction and retention standpoint.

As people are at the heart of Allfunds' strategy and business

model, based on the aspects described above, the

Committee concluded that measures had to be taken to

comply with regulations and at the same time remain

competitive and manage this risk. In making this decision, the

Committee also heard the views of the CEO, the Chief People

Officer, and feedback received from affected employees,

which agreed on the challenge that the rules brought from a

talent standpoint.

As a result of this process and following a comprehensive

analysis of existing alternatives, applicable rules and

regulations, best practices and standards, market

expectations and the feedback received from employees,

significant shareholders, main proxy advisers and external

counsel, the Board, based on the Committee's proposal,

resolved, effective from 2024, to merge the identified staff's

annual bonus and LTIP Award into a single component, which

includes deferral rules, settlement in equity instruments, long-

term performance metrics and holding period.

The application of this variable structure to the CEO, who is

the only identified staff member seated at the Board, was

included in the Directors' Remuneration Policy and approved

by shareholders at the 2024 AGM. It was therefore applied in

2024. Its main terms and implementation during the year

under review are described in detail in the following pages of

this report.

It is the Committee's and the Board's opinion that moving

from a traditional bonus and LTIP to this new structure has

contributed to address the challenges posed by the new

regulatory requirements in an extremely competitive talent

landscape, as it has re-established the proportion of cash and

shares that was intended to be set through the annual bonus

and the LTIP; and it allows for an overall period of variable

remuneration receivable in respect of a given year of seven

vs. nine years, which is considered appropriate from a risk

management and long-term focus perspective. At the same

time, this new plan has been designed not to reduce the risk

profile or increase the level of certainty of total variable

remuneration, to preserve sound management, to continue to

support Allfunds' short- and long-term strategic objectives

and to reward excellence through a set of performance

metrics, scales and payouts as stretching as in the past.

No further changes to directors’ remuneration

During the year under review, no changes were made to

directors’ remuneration other than those foreseen in the

Directors’ Remuneration Policy approved at the 2025 EGM.

The Policy was implemented as expected. See full details in

the following pages of this report.

Performance during the year and variable

remuneration outcomes

The Remuneration, Appointments and Governance Committee

places great importance on ensuring that pay is aligned with

performance and reflects both the Group’s and each area's

and individual’s underlying achievements.

[In 2025,] the Committee reviewed the outcome of variable

remuneration in light of the Group's performance, as well as

shareholders' and the wider employees' experience during

the period under review, and concluded that the outcomes

were appropriate and no discretionary adjustments were

required.

Vesting of the 2025 variable remuneration

The variable remuneration of the CEO and the overall

workforce is linked to several performance metrics that are

set by the Board at the beginning of the performance period.

In February 2026, the Remuneration, Appointments and

Governance Committee assisted the Board in measuring the

degree of achievement of each corporate metric and the

payout associated with each of them. The global payout for


Allfunds Annual Report 2025	www.allfunds.com			101


Contents	Corporate Governance	Directors' Remuneration Report	Annual statement of the Chair of the Remuneration, Appointments,
			and Governance Committee

the corporate metrics of the 2025 variable remuneration is

[131]%. Corporate metrics have different weights in the

compensation of each employee depending on their category,

so that the higher the seniority the higher the exposure to

corporate performance, whereas the lower the seniority the

higher the exposure to individual performance.

The Committee further assisted the Board in assessing the

CEO's individual performance during the year, the payout

associated with it ([95]%) and, as a result, his global payout

for the 2025 variable remuneration ([127.4]%).

Full details on the CEO's variable award scorecard, including

performance metrics and scales, proposed payout ratios and

actual outcomes, the factors considered in making these

decisions and the discretion exercised by the Committee and/

or the Board in determining the final outcome of the award

are available on the following pages of this report.

Payment of the CEO's award will be deferred according to the

following calendar: 40% was paid in 2025, 15% in 2026, 15%

in 2027,15% in 2028 and 15% in 2029. Each instalment will be

payable half in cash and half in shares of the Company, and

the shares will be subject to a one-year holding period from

delivery. The deferred portion of the award remains subject to

the achievement of a binary underpin and pluri-annual

performance conditions, which are described in detail in the

following pages of this report, and which may reduce but not

increase the final amount of the award down to nil.

In addition, in February 2025, the Board agreed the

contribution of the discretionary pension benefit in favour of

the CEO, equivalent to the 15% of his annual pension

contribution and subject to the variable parameters of the

performance of the directors' variable remuneration,

according to the Spanish regulations and as indicated in the

current Policy approved at AGM on 7 May 2024.

Vesting of the 2023 LTIP Award

The 2023 LTIP Award granted in 2023 was linked to a three-

year performance period starting on 1 January 2023 and

ending on 31 December 2025.

[In February 2026, the Remuneration, Appointments and

Governance Committee assisted the Board in measuring the

level of achievement of each performance metric and the

payout linked to each of them. It was determined that the

2023 LTIP Award had vested at [89.10]% with respect to the

Adjusted EBITDA portion and at [0]% with respect to the total

shareholder return (TSR) portion. No discretion was exercised

by the Board or the Committee in measuring the level of

achievement of these quantitative metrics.]

+ INFO on the vesting of the 2023 LTIP Award may be found on the

following pages of this report.

Looking ahead

The Board and the Committee will continue to monitor

shareholders’ and other stakeholders’ sentiment as well as

market trends with regard to compensation, to ensure

Allfunds’ policy remains aligned with best standards and

promotes sustainable value creation in the short, medium and

long term.

We look forward to your support for the Board proposals at

the forthcoming AGM and thank you in advance.

Lisa Dolly

Chair of the Remuneration, Appointments and

Governance Committee

30 March 2026


Allfunds Annual Report 2025	www.allfunds.com			102


	Contents			Corporate Governance			Directors' Remuneration Report			Directors’ Remuneration Policy

Directors’ Remuneration Policy

This section sets out the Company’s directors remuneration

policy (the Policy) as approved at the EGM on 7 July 2025,

and applicable for three years until the AGM in 2028.

The key elements of the Policy remain unchanged since the

policy approved at the 2024 AGM, except for the last

amendments approved at the 2025 EGM which enabled the

Company to grant a one-off sign-on bonus in Company

shares to the new CEO, Annabel Spring, with the shares to be

delivered in instalments over a five-year period. For more

details, we refer to [section 'Remuneration policy - Executive

directors' below]. The board of directors and the Company’s

Remuneration, Appointments and Governance Committee

concluded that this change was appropriate to secure

Annabel's recruitment and ensure that her interests were

aligned with those of shareholders, and it was also compliant

with the regulatory requirements applicable to the Company’s

main subsidiary Allfunds Bank, S.A.U. (Allfunds Bank).




	Allfunds Bank is a Spanish credit institution supervised by the Bank of Spain. It acts as the parent company of an international group of entities -most of them financial, though not all- including subsidiaries, branches and representation offices (together with the Company and Allfunds Bank, the Group). The CEO of the Company also serves as an executive director of Allfunds Bank. Therefore, remuneration must reflect and be consistent with the applicable regulatory frameworks, including the requirements imposed by the Bank of Spain (the Spanish Regulations).

Key principles

In addition to complying with applicable regulatory regimes,

this Policy aims to reflect the Group’s culture. Having its

shares listed on Amsterdam’s EU-regulated market operated

by Euronext Amsterdam N.V., the Company is not subject to

the UK Corporate Governance Code. The Company has

voluntarily adopted the Dutch Corporate Governance Code

(the Dutch Code) and adheres to its best practices and

principles also in relation to its remuneration policy other than

as explicitly stated herein. Its design is intended to align its

directors with the Group’s sustainable long-term goals. The

Group considers proper remuneration of its professionals to

be a fundamental factor in delivering its strategy and

unlocking value for shareholders. Therefore, it is vital that this

Policy allows the Company to attract and retain talented

directors, while also being mindful of employee experiences

across the Group.

The guiding principles of the Policy are the following:

• the rationale and operation of the Policy should be

transparent, simple and easy to understand

• remuneration should promote the creation of sustainable

long-term value and support the corporate strategy

• remuneration must foster the adequate and efficient

management of risk and promote the sustainable long-term

financial health of the business for the success of the

Group and to the benefit of all its stakeholders

• the Policy should promote internal fairness between similar

levels of responsibility and performance

• the global remuneration package and its structure should

be appropriate for the specific business and competitive,

making it easier to attract and retain talented directors

• the remuneration practices derived from this Policy should

be in keeping with an effective management of conflicts of

interests

• remuneration should be in accordance with capital

requirements

• fixed remuneration should represent a significant portion of

total compensation

• variable remuneration should reward distinguished

individual and corporate performance and allow the

possibility of receiving no payment in case of poor company

performance

• the Policy should be respectful of the principles of non-

discrimination, and any other aspects relevant to the

Company and the Group, such as social employee-related

matters, respect for human rights, and fighting corruption

and bribery

• the Company has the right to amend, reduce or remove

variable remuneration if it is not appropriate in the

circumstances and

• the allocation of variable remuneration components is

intended to take into account current and future risks

Remuneration policy – executive directors

The following table sets out our policy for the Company’s

executive directors. In setting the Policy, Allfunds pays full

regard to the Spanish Regulations, as amended from time to

time. Pursuant to the Spanish Regulations:

• The method for determining executive directors'

remuneration must not compromise their objectivity or create

conflicts of interest.

• It is important that fixed remuneration is a key and

significant component of the overall remuneration package

and, as such, all the elements of variable remuneration for a

given performance year shall not exceed 200% of the fixed

components for that year.

• Executive directors’ variable remuneration should be based

on an appropriate combination of quantitative and

qualitative criteria used to measure corporate and individual

performance.


Allfunds Annual Report 2025	www.allfunds.com			103


	Contents			Corporate Governance			Directors' Remuneration Report			Directors’ Remuneration Policy

• Variable remuneration will only be consolidated or paid if it

is sustainable according to the company’s financial situation

and will be subject to malus and clawback clauses.

• At least 40% of each variable remuneration component

must be deferred over at least four years and at least 50%

of each variable remuneration component must be settled

in instruments for so long as Allfunds Bank is classified as a

small but complex entity.

• Executive directors engaged in control functions are

independent from the business units they oversee, in order

to have the appropriate authority.

• The remuneration of executive directors will be overseen

by the Remuneration, Appointments and Governance

Committee and the board of the Company. It will also be

overseen by the Remuneration, Appointments and

Governance Committee and board of directors of Allfunds

Bank, given that the executive director is also an executive

director of Allfunds Bank.


Base salary
Purpose	• To attract, retain and develop key talent by rewarding skills, experience and ongoing contribution to the role and to provide the basis for a competitive package • To reflect the level of responsibility and complexity of the functions assigned to each job position in order to maintain internal fairness • To ensure an appropriate balance between the fixed and variable components of remuneration, taking into account regulatory requirements
Operation	Base salaries are determined based on the individual’s role, skills and experience. They are typically reviewed annually considering factors as scope of the role, internal fairness, local requirements and external competitiveness against relevant comparator groups. Reviews are generally performed at the beginning of each year, normally taking retroactive effect as of 1 January in that year, but may be performed more frequently at the discretion of the Committee if deemed necessary and appropriate. Any future increases in base salaries will normally not exceed the increase awarded to the overall employee population. Greater changes in base salary may be implemented in cases where the executive director’s base salary or total compensation opportunity is significantly unaligned with market benchmarks or the Company’s own internal fairness, or when it is justified based on skills, experience and performance in the role. Base salaries are paid monthly in cash.
Maximum opportunity and performance measures	The annual base salary for Annabel Spring in 2025 is £1,650,000. Salaries for any new executive directors will be determined based on the criteria above. Payment of base salary is not contingent on performance measures.
Pension
Purpose	• To help executive directors build long-term retirement savings. • To provide retirement benefits which keep the Company competitive within the industry.
Operation	The Group provides an employer sponsored defined contribution pension plan. All executive directors are eligible to participate in the plan, or receive cash in lieu of employer’s contribution.
Maximum opportunity and performance measures	The annual employer contribution (or allowance in lieu) for executive directors is currently fixed at 12% of their base salary, which is the contribution rate applicable to the wider UK workforce. In accordance with the requirements under Spanish Regulations, at least 15% of the total amount of the employer’s pension contribution made in favour of executive directors shall be subject to variable parameters and will be considered discretionary pension benefits. This portion will form part of the executive director’s variable remuneration and will, therefore, be subject to the same rules applicable to this type of remuneration. 85% of total employer contributions will be classified as fixed remuneration. These contributions classified as discretionary pension benefits may not, in any event, exceed 15% of the total contributions made.
Benefits
Purpose	• To provide a competitive and cost-effective remuneration package appropriate to the role and reflecting local market practice • To support the physical, mental and financial health and wellbeing of executive directors
Operation	Core benefits take account of local market practice and include, but are not restricted to, subsidised meals, life insurance, permanent health insurance, medical and dental insurance, and a corporate vehicle in accordance with the Group’s policy. When an executive director is located outside their normal country of residence in order to perform their role, additional benefits may also be provided, including, without limitation, accommodation expenses and/or minor dependents’ school fees, to cover additional expenditure incurred . Payment of such expatriate allowances will be reviewed on an annual basis. The Committee reserves the discretion to introduce new benefits where it concludes that it is in the interests of the Group to do so, having regard to the particular circumstances and to market practice.
Maximum opportunity and performance measures	The maximum opportunity is determined by the nature of the benefit itself and costs of provision may depend on external factors. However the Committee will monitor such costs to ensure they are in line with market practice and within a level the Committee considers appropriate in all circumstances. There are no performance measures. Benefits are considered as a fixed component of the executives’ remuneration.


Allfunds Annual Report 2025	www.allfunds.com			104


	Contents			Corporate Governance			Directors' Remuneration Report			Directors’ Remuneration Policy


Single variable remuneration award
Purpose	• To incentivise the creation of sustainable value and delivery of strategic objectives of the Company with a focus on the long term • To reward and motivate distinguished performance and achievements • To aid the attraction and retention of talent in the short, medium and long term • To align reward and shareholders’ and other stakeholders’ interests, prudent risk management and generation of value for the Company
Operation	Executive directors are considered each year for a grant of a discretionary variable award whose vesting is dependent on certain requirements, including achievement of annual and pluri-annual performance measures, continued employment and malus and clawback clauses. Performance over the year in which the incentive is awarded is measured following the year-end against the annual corporate metrics determined in the beginning of the year. The metrics, performance scales and pay-out levels (as percentage of target) shall be the same as those set for the wider workforce’s annual bonus. The degree of achievement of these annual metrics shall determine the overall preliminary amount of the award. 40% of this overall preliminary amount is immediately vested and paid upfront (or, if the total amount is lower than EUR 1 million, 50% may immediately vest and be paid upfront), with at least 50% of such upfront amount paid in shares in the Company. The remaining portion (being 50% or 60% of the overall preliminary amount, as applicable) is deferred over a four-year period in four equal tranches on the first to fourth anniversary of the upfront payment date, with at least 50% of each tranche paid in shares in the Company. All the vested shares are subject to a one-year holding period from the relevant delivery date, although such number of shares as necessary may be sold to settle personal tax and social security liabilities. Each deferred preliminary amount shall be subject to satisfaction of a quantitative binary underpin set by the board when the initial award is granted and measured at the beginning of each year of payment. The underpin will be linked to the Group’s risk profile. Failure to satisfy it in a given year shall result in the lapse of the deferred amount due that year. In addition, each deferred preliminary amount may be adjusted downwards (not upwards) and reduced to nil based on additional long-term performance metrics to be measured over a performance period of three calendar years preceding the payment date (except for the first deferred payment where the period shall necessarily be two years and the last deferred payment where it shall cover the 3 year period preceding the previous payment to comply with section 138 of EBA Guidelines on Sound Remuneration Policies).
Maximum opportunity and performance measures	On-target performance on all measures will result in a payment of 184% of base salary per annum. Attaining the threshold performance level will result in a 50% payment of the on-target award. No portion of the award will vest below threshold performance level. The maximum variable incentive opportunity (valued as at the date of grant) if maximum performance of all measures is achieved is capped at 200% of fixed remuneration for the executive directors. The annual and pluriannual performance measures and the underpin conditions applied to the variable award will be set annually at the beginning of the financial year of the award, and may be financial or non-financial, and corporate or individual, and targets will be appropriately demanding. At least 50% of the incentive portion linked to corporate goals will be based on financial metrics with the balance based on non-financial metrics, each to be assessed by the Committee after the end of the year. The Committee can set different performance conditions for awards granted in different years, provided that the conditions are not materially less challenging from any one award to the next. The Committee may make adjustments to the performance conditions applicable to outstanding awards as it considers appropriate to take account of any relevant factors, and in particular, if there is an event which causes the performance conditions to be no longer a fair measure of performance, so long as the amended conditions are at least as challenging as the ones originally set. The awards may carry dividend equivalents which may accrue on such basis as the Committee may determine and may be payable in cash or shares. Appropriate disclosure of the Committee’s judgement, performance targets and achievement will be included in the annual report on remuneration for each relevant financial year.
Other	The award is subject to satisfaction of applicable regulatory requirements, including the Spanish Regulations, and pay-outs may be subject to downward adjustment notwithstanding the achievement of applicable performance measures. In accordance with regulatory requirements and shareholder approvals obtained by Allfunds Bank, the proportion of variable to fixed remuneration payable to MRTs, including the directors, must not exceed a ratio of 2:1. Malus/clawback provisions apply to the variable incentive payouts, including any deferred portion, in accordance with the Group Malus and Clawback Policy.


Allfunds Annual Report 2025	www.allfunds.com			105


	Contents			Corporate Governance			Directors' Remuneration Report			Directors’ Remuneration Policy

Illustrative scenario for 2025 single variable remuneration award

Component

2025

2026

2027

2028

2029

2030

2031

2032

2033

2025 variable

award 100%

total variable

comp

25% cash

Re-establishes initially intended

proportions

25% shares

holding period

50.0%

Total variable comp:

~50% cash

~50% shares

Assessment

of annual

metrics and

calculation

of overall

preliminary

amount

Maintains long-term focus and

same set of metrics

~100% linked to annual metrics

~50% linked to pluriannual metrics

6.25% cash

Aligns with competitive landscape

while retaining deferral preferences

6.25% shares

12.5%

~50% upfront (25% cash)

~ 50% over seven years

6.25% cash

6.25% shares

12.5%

6.25% cash

6.25% shares

12.5%

6.25% cash

6.25% shares

12.5%

% of total variable comp

Annual performance period

Annual verification Annual performance period of underpin achievement

(2027 – 2030)

Pluriannual performance

period

Annual assessment of pluriannual metrics and adjustment, if applicable,

of the deferred amounts (2027 – 2030)

Alignment between the executive directors’

remuneration policy and all employees’ policy

The Group’s wider employee remuneration policy is driven by

the creation of a culture of high performance. The

Remuneration, Appointments and Governance Committee has

reviewed the wider employee remuneration policy to ensure

that it continues to support the Company’s overall proposition

to attract, retain and motivate the best people aligned to the

Company’s values and committed to maintaining a long-term

career within the Group. The Committee consulted the Chief

People Officer on the Group employees’ feedback when

setting the Policy.

The structure of remuneration packages for executive

directors is closely aligned with that for the broader employee

population. With regard to fixed remuneration, all employees

receive a base salary, pension contribution and benefits.

Pension arrangements are based on employees’ locations and

the executive director’s pension contribution does not exceed

the rate provided to the UK wider workforce. [Nota interna:

MOC - ¿Esto no es una contradicción? Annabel no reside en

Londres] As for benefits, senior employees are entitled to

substantially the same benefits as the executive director,

save for housing and school allowances that are granted on a

case-by-case basis.

As for variable remuneration, non-MRTs are eligible for an

annual bonus and a long-term incentive plan (LTIP) whereas,

from 2024, MRTs are eligible for a single variable award

subject to the same terms as the one proposed to be adopted

for executive directors. To maintain as far as possible the

alignment between both variable compensation structures,

the annual performance measures applicable to the single

variable award are the same as those set for the annual

bonus of the broader employee population, although the

quantum and the weightings of performance measures vary

by level so that the higher the seniority the higher the

exposure to corporate goals and the lower the seniority the

higher the exposure to individual performance; and the

pluriannual performance measures that adjust the amount of

the deferred instalments of the single variable awards are

related to the Company’s long-term value creation in similar

terms to those set for the performance-based LTIP awarded

to most senior employees. The LTIP awards made to

employees with less seniority are typically not subject to

performance conditions.

Discussion with the executive director

When designing the Policy, the Committee discussed with the

executive director the remuneration structure, the amount of

the fixed and variable remuneration components, the

performance criteria used, the scenario analyses undertaken

and the pay ratios within the Company and its Group. Her

views have been considered in finalising this Policy. [Nota

interna: MOC - Pendiente de confirmar si esto ha sido así]


Allfunds Annual Report 2025	www.allfunds.com			106


	Contents			Corporate Governance			Directors' Remuneration Report			Directors’ Remuneration Policy

Malus and clawback policy

Amounts payable under variable remuneration may be

reduced (including to nil) in the event of (i) a restatement of

the annual financial statements of the Group if such

restatement would result in lesser payments, (ii) the

individual’s serious and negligent breach of any internal rules

that might affect the Group’s risk profile, (iii) significant

variations in the economic capital or risk profile of the Group

that make the payment of any deferred amounts unadvisable,

(iv) a fraudulent action by the individual, (v) the individual

causing serious damage to the Group involving culpability or

negligence, or (vi) termination of employment where the

individual is not a good leaver. The provisions apply for five

years from the grant date.

In addition, an individual must repay part or all of variable

remuneration already received in the event of (i) a

restatement of the annual financial statements of the Group if

such restatement would result in lesser payments, (ii) the

individual’s serious and negligent breach of any internal rules

that might affect the Group’s risk profile, (iii) a fraudulent

action by the individual, (iv) the individual causing serious

damage to the Group involving culpability or negligence, or (v)

the disciplinary dismissal or termination of the individual due

to breach of duty or causing damage to the Group or

circumstances entitling the Group to take action against the

individual. The provisions apply for five years from the

payment date.

Discretion concerning incentive arrangements

The Committee will operate the incentive arrangements

according to the Policy table above and, consistent with

market practice, retains certain operational discretions,

including:

• The Committee is responsible for assessing in its discretion

the achievement of non-quantitative performance

measures.

• The Committee may make adjustments to the performance

conditions applicable to outstanding incentive awards

(including LTIP awards granted prior to this Policy) as it

considers appropriate to take account of any relevant

factors, and in particular, if there is an event which causes

the performance conditions to be no longer a fair measure

of performance, so long as the amended conditions are at

least as challenging as the ones originally set.

• The Committee may make adjustments to incentive awards

if it considers inappropriate windfall gains have occurred.

• The Committee may decide to grant incentive awards in the

form of performance or restricted shares, options, phantom

awards or conditional awards.

• The Committee may adjust the award on a variation of

share capital or other corporate event that affects the

current or future value of the award, or alternatively, the

right to vest the award early in such circumstances.

• While executive directors’ incentive awards are normally

subject to performance conditions, the Committee may, in

exceptional circumstances, grant awards without

performance conditions to executive directors to the extent

such grants are in accordance with the relevant corporate

governance and regulatory requirements.

• The Committee may in its discretion determine that an

incentive award will carry dividend equivalents, and

determine the basis on which the dividend equivalents

accrue and whether they should be payable in shares or

cash.

• The Committee may determine that an individual leaving

employment should receive a good leaver treatment

pursuant to the applicable rules. Good leavers may remain

entitled to their variable remuneration subject to time pro-

rating (which may be disapplied) and performance. Vesting

may take place early in exceptional circumstances.

• Where it is impractical to deliver shares following vesting of

an incentive award, equivalent cash amounts may be paid

instead.

Discretion will be exercised diligently, and any use of

discretion will be properly disclosed.

In addition to the various operational discretions that the

Committee can exercise in the performance of its duties

(including those discretions set out in the Company’s

remuneration arrangements), the Committee reserves the

right to make either minor or administrative amendments to

the Policy to benefit its operation or to make more material

amendments in order to comply with new laws, regulations

and/or regulatory guidance. The Committee would only

exercise its right if it believed it was in the best interests of

the Company to do so and where it is not possible,

practicable or proportionate to seek or await shareholder

approval.

Illustrative scenarios for executive directors'

remuneration

[MOC: ¿Es obligatorio por ley incluir este "illustrative

scenario" en la política? El mismo escenario con textos

prácticamente iguales está un poquito más adelante en el

"Directors' remuneration report", donde a priori parece que

tiene más sentido. Propongo eliminarlo de la política, si se

puede.

Si hubiera que mantenerlo, habría que confirmar si hay que

incluir el gráfico para JA o si, dado que es un reflejo de cómo

opera la retribucion de los consejeros ejecutivos, con poner

el ejemplo de Annabel nos vale]

The charts below show the potential value of Annabel

Spring's total remuneration payable under this policy for

financial year 2025 (in GBP thousand) in three different

scenarios:

• Minimum' consisting of:

◦ Fixed remuneration: base salary (GBP 1,650,000),

benefits (GBP [*]) and 85% of total pension contributions

(GBP [*]), and results in 100% of total compensation

being fixed.

• 'Target' consisting of:

◦ Fixed remuneration: base salary (GBP 1,650,000),

benefits (GBP [*]) and 85% of total pension contributions

(GBP [*]); and


Allfunds Annual Report 2025	www.allfunds.com			107


	Contents			Corporate Governance			Directors' Remuneration Report			Directors’ Remuneration Policy

◦ Variable remuneration: non-deferred portion (ie. 40%) of

the on-target opportunity of the 2025 variable award

(GBP [*]) and 15% of total pension contributions to be

paid under the variable remuneration on-target scenario

(GBP [*]).

• 'Maximum' consisting of:

◦ Fixed remuneration: base salary (GBP 1,650,000),

benefits (GBP [*]) and 85% of total pension contributions

(GBP [*]); and

◦ Variable remuneration: non-deferred portion (ie. 40%) of

the maximum opportunity of the 2025 variable award

(GBP [*]) and 15% of total pension contributions to be

paid under the variable remuneration on-target scenario

(GBP [*]). According to Spanish banking regulations, all

components of variable remuneration are capped to

twice the amount of fixed remuneration for that year (ie.

GBP [*]).

The variable awards' monetary value considered to prepare

these scenarios was the value at the date of grant.

Remuneration policy – non-executive directors

The following table sets out our policy for the Company’s non-executive directors.


Fees
Purpose	• To attract and retain individuals with the appropriate profile, skills, experience, expertise and background. • To reward their time commitment and responsibilities and to motivate an adequate performance of their non- executive role irrespective of the results of the Group.
Operation	Independent directors are entitled to annual fees for performing their role as such, plus additional fees for membership of a board committee and serving as chair of either the board or a board committee. The independent directors’ fees reflect the time expected to be spent in discharging their duties and their responsibilities. The fees are set by the board and reviewed annually, taking account of fees paid at comparable companies. The total fee level is set in line with similar positions in comparable companies. Independent directors are also entitled to the annual fees for being members or chairing the Allfunds Bank’s board or board committees. Non-independent non-executive directors have no entitlement to such a fee for performing roles at either the Company’s or Allfunds Bank’s board or board committees. Fees are paid monthly or quarterly in cash.
Maximum opportunity and performance measures	The maximum aggregate fees payable to all independent directors for their membership to the board and its committees and for chairing any of them will not exceed €600,000 per annum, or €1,200,000 including the fees for their membership to Allfunds Bank’s board and committees and for chairing any of them. Currently the fees are as follows: €47,500 for Board membership (other than the Chair), €200,000 for chairing the board,€12,500 for board committee membership (other than the respective committee Chairs) and €17,500 for chairing a board committee. There are no performance measures.
Expenses
The Company may reimburse expenses reasonably incurred by non-executive directors in fulfilment of their roles.
Other arrangements
The Company provides Directors’ and Officers’ Liability Insurance. The Company has executed a deed of indemnity in the non-executive directors’ favour.
Incentive awards, benefits and pension arrangements
Non-executive directors do not participate in the Company’s incentive awards, benefits or pension arrangements.


Allfunds Annual Report 2025	www.allfunds.com			108


	Contents			Corporate Governance			Directors' Remuneration Report			Directors’ Remuneration Policy

Other remuneration provisions

and policies

Policy on recruitment

Executive directors

The aim of the recruitment policy is to allow sufficient flexibility

to attract and secure appointments of talented executives

while promoting internal equity. A new executive director’s

remuneration package, including award limits and delivery

structures, will be in line with the general policy for executive

directors as set out above in the Policy table, save that:

• In case of internal appointments, any existing commitments

will be honoured, and any variable element awarded in

respect of the prior role may be allowed to be paid out

according to its existing terms or adjusted to reflect the

new appointments, as appropriate.

• For external appointments, the Company may award

guaranteed variable remuneration (such as a ‘guaranteed

bonus‘, ‘welcome bonus‘, ‘sign-on bonus, or ‘buy-out

awards’) in compliance with the applicable regulatory

requirements that apply.

◦ For such sign-on awards, the maximum value will be, in

the Committee’s reasonable opinion, no more than

necessary to secure the recruitment of the executive

director. The Committee will determine (in the

Committee’s reasonable opinion) the form of the awards

(that is, in cash or shares) and any conditions attached to

the sign-on awards; and

◦ For such buy-out awards, the maximum value will be, in

the Committee’s reasonable opinion, no more than the

forfeited awards. After taking account of performance

conditions, the proportion of performance period

remaining, the form of the award and other conditions

attached to forfeited awards, the Committee will

determine comparable (in the Committee’s reasonable

opinion) conditions attached to the buy-out awards.

• The Committee may agree that the Group will provide

certain relocation allowances as it considers appropriate.

In connection with Annabel Spring’s appointment as CEO, she

has been awarded with a sign-on bonus in respect of the

Company’s shares with a gross value of £5,000,000 (based

on the 10-day average dealing price prior to her appointment

as CEO (the Effective Date)). 20% of the shares will be

delivered 12 months following the Effective Date, 40% will be

delivered 30 months following the Effective Date, and the

remaining 40% will be delivered 60 months following the

Effective Date.

If her service agreement is terminated by Allfunds Bank

without “cause” before the fifth anniversary of the Effective

Date, a pro rata number of the pending shares will be

delivered on an accelerated basis on the date of termination.

Shares will be delivered on an accelerated basis on the date

of termination if (i) her service agreement is terminated (or

notice to terminate is given) by Allfunds Bank without “cause”

within 12 months following a change of control of the

Company or Allfunds Bank, or (ii) her fixed salary and/or

variable incentive opportunity is reduced or scope of her

responsibility or role is materially diminished within 12 months

following a change of control of the Company or Allfunds

Bank (and she confirms she is resigning in response to such

event within 3 months of it occurring).

Non-executive directors

A new non-executive director will be recruited on the terms set

out in the Policy table above.

Policy on payment for loss of office

The Committee’s approach to payments in the event of

termination is to take account of the individual circumstances

including the reason for termination, individual performance,

contractual obligations and the terms of any incentive plans in

which the executive director participates.

Pursuant to the Spanish Regulations, it is important that

payments relating to the early termination of a contract

reflect performance achieved over time and do not reward

failure or misconduct.

The Committee reserves the right to make any remuneration

payments and payments for loss of office, notwithstanding

that they are not in line with the Policy set out below, where

the terms of the payment were agreed before the Policy set

out below came into effect or at a time when the relevant

individual was not a director of the Company and the

payment was not in consideration for the individual becoming

a director of the Company.

Executive directors

The following table sets out the Company’s Policy on

payment for loss of office for executive directors.


Allfunds Annual Report 2025	www.allfunds.com			109


	Contents			Corporate Governance			Directors' Remuneration Report			Directors’ Remuneration Policy


Standard provision	Approach
Notice periods	An executive director’s notice period under a service agreement shall not exceed 12 months from either party. An executive director may be placed on garden leave during the notice period.
Pay during notice period or payment in lieu of notice per service contracts	An executive director’s service agreement may be terminated by the employer making a payment in lieu of notice (PILON). A PILON may consist of the director’s basic annual salary, pro-rata percentage of a sign-on award (where relevant) and relocation expenses (where relevant) that would have been payable during the notice period. A PILON does not include any annual bonus or other benefits or pension entitlements for the notice period. A PILON may be made in a lump sum, or in monthly instalments subject to reduction if the executive director finds alternative employment or engagement during the payment period.
Treatment of variable remuneration on termination	Single variable award: An executive director shall forfeit the right to receive any outstanding payment of the incentive if the service agreement is terminated due to a voluntary resignation or disciplinary dismissal for gross misconduct (or if the director is in the notice period). Good leavers during the year of grant will retain their entitlement on the pro-rated award (with a minimum of 6 months), subject to the annual and pluri-annual performance metrics defined for that cycle of the incentive. Good leavers after the year of grant will retain their entitlement to the outstanding payments of the incentive, subject to the binary underpin and pluri-annual performance metrics. In all cases, all outstanding payments will be payable, if applicable, on the normal payment schedule according to the regulatory requirements that apply. LTIP: Unvested LTIP awards will be forfeited when an executive director ceases employment voluntarily and is not deemed a good leaver. If an executive director is a good leaver, unvested awards will normally continue to vest in line with applicable vesting dates, subject to performance conditions, save that the Committee may determine that awards should vest early in exceptional circumstances and/or disapply time pro-rating reduction of such awards.
Corporate event	Single variable award: In the event of a change of control during the year of grant, the awards shall vest early assuming the full achievement of the performance metrics. In case of a change of control during the pluri- annual period, the outstanding payments shall be deemed to have been vested. In both cases the incentive granted will be payable according to the regulatory requirements that apply. LTIP: In the event of a change of control, according to the LTIP rules, any unvested LTIP awards will vest early subject to performance conditions and time pro-rating reduction, save that the Committee may disapply time pro-rating reduction.
Legal claims	The Group has power to enter into settlement agreements and to pay compensation to settle potential legal claims. The Group may also pay a contribution toward the individual’s legal fees and fees for outplacement services as part of a negotiated settlement, consistent with the market practice.
Severance payments	An executive director will be entitled to applicable severance payments in accordance with applicable law, and any consideration necessary to ensure enforceability of post-termination restrictive covenants.

Non-executive directors

A non-executive director's appointment is for an initial term of

four years, which may be renewed for a second term of up to

four years and two subsequent terms of each up to two

years. Appointments may be terminated immediately without

notice if directors are not reappointed by shareholders, upon

the expiry of the appointment term, if they are removed from

the board under the company's Articles of Association, if they

resign and do not offer themselves for reelection, upon the

expiry or termination of their directorship with Allfunds Bank,

or in accordance with the terms of the Relationship

Agreement between the Company and the relevant

shareholder (if applicable). In addition, their appointments

may be terminated by either the individual or the Company

giving three months' written notice of termination. Non-

executive directors are not entitled to any compensation

(other then accrued and unpaid fees and expenses for the

period up to the termination) for loss office.

Service agreements and letters of appointment

Annabel Spring is party to a service agreement with Allfunds

Bank entered into on 23 June 2025. Non-executive directors

do not have service agreements but are bound by letters of

appointment issued on behalf of the Company. The

documents are available for inspection at the Company's

registered office upon request.

Legacy arrangements

It is a provision of the Policy that the Group can honour all pre-

existing obligations and commitments where the terms were

agreed (i) before the Policy taking effect, provided that the

terms of the payment were consistent with the policy approved

on 21 April 2022, (ii) before 21 April 2022, or (iii) at a time when

the relevant individual was not a director of the Company and,

in the opinion of the Committee, the payment was not in

consideration for the individual becoming a director of the

Company. The terms of such arrangements may differ from the

terms of the Policy and may include, without limitation,

obligations and commitments under service contracts, pension

and benefit plans, and incentive arrangements.

In particular, Mr Alcaraz (CEO up to 22 June 2025) entered

into a service agreement with Allfunds Bank on 21 November

2017. According to the provisions of the Policy, the Company

has honoured the terms of the service agreement. For more

information, please see the Annual Report on directors'

remuneration ('Payments for loss of office').

Shareholding guidelines

Non-executive directors may maintain shareholdings in the

Company to the extent that they are aligned with the long-

term interest of shareholders and not hindering their

independent judgement (in case of independent directors).

Only beneficially owned shares may be counted for the

purposes of the shareholding policy.


Allfunds Annual Report 2025	www.allfunds.com			110


	Contents			Corporate Governance			Directors' Remuneration Report			Annual report on directors’ remuneration

Annual report on directors’ remuneration

This Annual report on directors' remuneration sets out how

the Directors’ Remuneration Policy operated for the year

ended 31 December 2025, and how we plan to implement it

during the coming year. It will be put to an advisory vote of

shareholders at the 2026 AGM.

During the period under review, the Policy was implemented

as intended and as anticipated in the Annual report on

directors' remuneration for the year ended 31 December

2024, except for what was expressly amended at the EGM

in July 2025.

Executive director’s remuneration

In 2025 the Company had two executive directors: Juan

Alcaraz, in office until 22 June 2025, and Annabel Spring, in

office from 23 June 2025. This section describes the

remuneration corresponding to each of them.

Their total compensation for 2025 was defined as a

combination of fixed remuneration, including base salary,

pension and other taxable benefits, and variable

remuneration, including a single variable award and, only with

respect to Juan Alcaraz, LTIP awards accrued from previous

years, as set out below.

The additional notes below the table describe the purpose of

each remuneration component and how they contribute to

sustainable long-term value creation.

Single total figure for the executive director (audited)


	Juan Alcaraz (CEO until 22 June 2025) (£ thousand)		Annabel Spring (CEO from 23 June 2025) (£ thousand)
	2025	2024	2025	2024
Base salary (A)	[1,066]	1,040.0	[1,008]	N/A
Taxable benefits (B)	[455.6]	453.4	[132.5]	N/A
Pension (C)	[108.7]	106.1	[-]	N/A
Total fixed remuneration (A + B + C)	[1,630.4]	1,599.5	[1,140.5]	N/A
Annual variable remuneration (D) ¹	[759.3]	1,030.5	[676.2]	N/A
Vested LTIP Awards (E)²	[943.1]	281.7	[-]	N/A
Combined Incentive 2024 deferred payment (F)3	[418.5]	N/A	[-]	N/A
Total variable remuneration (D + E + F)	[2,120.9]	1,312.2	[676.2]	N/A
Total remuneration (A + B + C + D + E + F)⁴	[3,751.3]	2,911.7	[1,816.7]	N/A
Notes to the table: 1. At the 2024 AGM shareholders approved a Directors’ Remuneration Policy which changed the variable remuneration structure for the executive director, replacing the traditional annual bonus and LTIP scheme for a single variable remuneration component subject to the achievement of both short-term and long-term performance metrics. In accordance with applicable regulations, the table above shows: i. for the year 2024, the amounts received by Juan Alcaraz as a result of the achievement of the annual performance metrics for that year: 2024 single variable remuneration award (GBP 1,011.8 thousand) and discretionary pension benefit (GBP 18.7 thousand) and ii. for the year 2025, the amounts received by Juan Alcaraz and Annabel Spring as a result of the achievement of annual performance metrics for that year: – Juan Alcaraz: 2025 single variable remuneration award (GBP [742,4] thousand) and discretionary pension benefit received in respect of 2025 (GBP [16.9] thousand); – Annabel Spring: 2025 single variable remuneration award (GBP [676.2] thousand). The amounts corresponding to the deferred portion of the 2024 and 2025 single incentive preliminary awarded which remain subject to the achievement of performance conditions in future financial years are not included in this row of the table. 2. Value of the vested shares from the 2023 LTIP Award, granted on 7 July 2023 and vesting in relation to a performance period ending on 31 December 2025 [, considering final perrfrmance]. It remains subject to the achievement of performance measures in future financial years. It has been calculated by multiplying the number of vested shares [(134,560)] by the closing price at the date on which the shares have been delivered [(€[8.06])] converted to GBP at the exchange rate of that same date [([0.87]]. 3. [NOTA BQ - Confirmar contenido footnote] 4. Remuneration of executive directors is paid by the Group company Allfunds Bank, S.A.U. in its capacity as employer.

[NOTA INTERNA - Pendiente completar los datos de 2025.

MOC - Confirmar si los importes a percibir por JA/AS son

proporcionales al periodo de tiempo que han estado in office

(¿?)

También hay que revisar el texto de los footnotes para

asegurarnos que refleja adecuadamente la información del

cuadro.

Pendiente de confirmar si hay que incluir el sign on bonus en

la tabla (o, si no, confirmar cómo se hace el disclosure?)]

The following sections provide further detail on the figures in

the above table, including the underlying calculations and

assumptions and the board’s performance assessments for

variable remuneration.


Allfunds Annual Report 2025	www.allfunds.com			111


	Contents			Corporate Governance			Directors' Remuneration Report			Annual report on directors’ remuneration

Additional information in respect of each

remuneration component:

(A) Base salary

[NOTA INTERNA - Pendiente incluir datos 2025. Segun lo

que he entendido, para JA se queda igual y para AS habrá

que incluir solo la parte proporcional de 2025 (¿?) Pendiente

de confirmar MOC.]

The executive director receives a base salary that is payable

in monthly instalments in cash.

The purpose of base salary is to attract, retain and develop

key talent by rewarding skills, experience and ongoing

contribution to the role, as well as to provide a basis for a

competitive remuneration package. It also reflects the level of

responsibility and complexity of the functions assigned to

each job position in order to maintain internal fairness. Base

salary ensures a fair balance between fixed and variable

remuneration, taking into account regulatory requirements.

Base salary increases are normally in line with increases

awarded to the overall employee population, although salaries

may be annually reviewed to ensure their market

competitiveness or that of the total opportunity against

relevant comparator groups.


	Juan Alcaraz (CEO until 22 June 2025) (£ thousand)			Annabel Spring (CEO from 23 June 2025) (£ thousand)
	2025	2024	Change from 2024	2025	2024	Change from 2024
Base salary (A)	[1,040.0]1	1,040.0	[0]%	[*]2	N/A	14%³
1. Juan Alcaraz will remain employed by Allfunds until 9 June 2026, in order to provide support in an advisory capacity to ensure a seamless transition. He will be entitled to normal salary and benefits until that date. 2. [Amount corresponding to the base salary accrued from 23 June to 31 December 2025] 3. The increase was foreseen in the Directors’ Remuneration Policy approved at the 2025 EGM. Unlike her predecessor, Annabel will not receive any accommodation support (despite being based in Spain) and so taking base salary and accommodation support in aggregate, this reflects a 14% increase in basic cash compensation as compared as to the basic cash compensation of their predecessor.

(B) Taxable benefits

[NOTA INTERNA - Pendiente incluir datos 2025]

The executive director is eligible to receive a broad range of

flexible benefits.

The purpose of these benefits is to provide a competitive and

cost-effective remuneration practice appropriate to the role

and reflecting local market practice, thereby acting as a talent

attraction and retention tool. They also support the physical,

mental and financial health and well-being of their

beneficiaries.


	Juan Alcaraz (CEO until 22 June 2025) (£ thousand)			Annabel Spring (CEO from 23 June 2025) (£ thousand)
	2025	2024	Change from 2024	2025	2024	Change from 2024
Taxable benefits (B)	[*]1	453.4	[*]%	[*]²	N/A	N/A
1. Juan Alcaraz's benefits during 2025 included housing allowance (GBP [380] thousand), car allowance (GBP[34.4] thousand), health insurance (GBP [40] thousand), meal allowances, and private medical practitioner. His housing allowance was granted when it was decided it would be in the best interest of the Group's business to relocate the CEO to London, one of the oldest and largest financial centres in the world. At that time the Company had not yet been incorporated and its Spanish subsidiary Allfunds Bank, headquartered in Madrid, was the main centre of activity of the Group. As Juan Alcaraz had his own house in Madrid, the housing allowance was granted to keep his remuneration package as competitive as before moving, and to allow him to live in London with his family in similar living conditions to those that they had in Madrid. 2. Annabel Spring's benefits during 2025 included life and medical insurance (€[11.6] thousand) and allowances (€[109.9] thousand). [MOC: To confirm]

[NOTA INTERNA - Pendiente incluir datos 2025]

The executive director is entitled to an annual pension

contribution.

The purpose of pension contributions is to help build long-

term retirement savings and provide employees with a

market-competitive mechanism for the accumulation of

retirement benefits.

The pension contribution rates of Allfunds' workforce are

calculated in accordance with the local regulations of each

jurisdiction where employees are based. Accordingly, and in

line with the Principles of Remuneration of the Investment

Association, the CEO 's pension contribution rate is 12% of the

CEO's annual base salary, which is aligned with the

contribution rate of the Group's workforce based in the UK.

[MOC: Lee contradictorio. Annabel no reside en Londres

pero, a pesar de eso, también se la aplica el rate aplicable a

la wider UK forkforce (¿?)]


Allfunds Annual Report 2025	www.allfunds.com			112


	Contents			Corporate Governance			Directors' Remuneration Report			Annual report on directors’ remuneration


	Juan Alcaraz (CEO until 22 June 2025) (£ thousand)			Annabel Spring (CEO from 23 June 2025) (£ thousand)
	2025	2024	Change from 2024	2025	2024	Change from 2024
Pension (C)¹	[*]	106.1	[*]%	[*]	N/A	N/A
1. According to Spanish regulations, 15% of this amount shall be linked to the achievement of annual performance metrics. Therefore, only 85% of the pension contribution (GBP [*]) appears in row (C) of the single total figure table as fixed remuneration, and the remaining portion appears in row (D) as annual variable remuneration which has been pensioned. [Nota interna MOC: No entiendo esta nota (estaba en el AR 2024): no sé si queremos desglosar el importe que corresponde a la parte fija y el de la variable? En cuanto lo aclaremos modificaré la referencia, en la versión no editable no se ven las casillas del excel, por lo que no se sabe cuales son las columnas C ó D.

(D) Annual variable remuneration

[NOTA INTERNA - Pendiente incluir datos 2025.]

From 2024, the executive director is entitled to a single

variable remuneration award linked to the achievement of

pre-set annual and pluri-annual performance measures.

Its purpose is to incentivise sustainable value creation and the

delivery of the agreed corporate strategy of the Company. It

also rewards and motivates distinguished performance and

supports the attraction and retention of talent in the short,

medium and long term. Variable remuneration also aligns

compensation with the shareholders’ and other stakeholders’

interests, and fosters sound risk management of the Group.

The executive director's target and maximum amounts under

this award are set by reference to the base salary as set out

in the Directors' Remuneration Policy.

In spite of stepping down of his role as CEO in 2025, Juan

Alcaraz has been considered a "good leaver" for the purposes

of the single variable award. Therefore, he remains entitled to

an award in respect of the 2025 financial year. [40% will be

payable in cash and half in shares in the Company during the

first quarter on 2026 in the ordinary course.]

In 2025, both Juan Alcaraz and Annabel Spring were awarded

an on-target opportunity of 184% of their base salary. Given

actual performance, final award was of:

• Juan Alcaraz was awarded 94.6% of target totalling to GBP

[1,858.8 thousand], of which total annual variable

remuneration amounted to GBP [747.4 thousand]. The

remaining amount is subject to pluriannual metrics during a

4-year vesting period.

• Annabel Spring was awarded 91.2% of target totalling to

GBP [1,90.5 thousand], of which total annual variable

remuneration amounted to GBP [676.2 thousand]. The

remaining amount is subject to pluriannual metrics during a

4-year vesting period.

These amounts are in line with the Directors' Remuneration

Policy approved by shareholders at the 2024 AGM, as

amended at the 2025 EGM.

To achieve its purpose, variable remuneration is linked to

Allfunds’ business and strategic targets through a mix of

corporate and individual performance metrics that are

approved by the board at the beginning of each year of grant

based on the proposal of the Remuneration, Appointments

and Governance Committee.

Annual corporate performance metrics are the same for

executive directors, other executives and the overall

employee population, although their weight varies depending

on each employee’s category so that the higher the seniority,

the higher the employee’s exposure to corporate goals and,

the lower the seniority, the higher the exposure to individual

performance. This way the directors’ variable compensation is

aligned with, and commensurate to, the employees’ own

annual bonus. For each performance measure, the board

approves a threshold, target and maximum performance level

along with the corresponding payout opportunities. Target

levels represent the Company’s base case and the payout in

this scenario is [100]%. For qualitative metrics, the board

defines the standards or elements against which achievement

will be measured.

Given the Company's CEO is also an executive director of the

Group subsidiary Allfunds Bank, a Spanish financial institution

supervised by the Bank of Spain, his remuneration is subject

to Spanish and European banking regulations. These

regulations involve, among other rules, that the amount of his

variable remuneration for a given performance year cannot

exceed 200% of the amount of his fixed remuneration for that

same year. In addition, at least 60% of each variable

remuneration component (or at least 40% if the amount is

lower than EUR 1 million) must be deferred within at least four

years, and at least 50% of each instalment must be paid in

shares. Shares shall be subject to a holding period of at least

one year from their respective delivery dates.


Allfunds Annual Report 2025	www.allfunds.com			113


	Contents			Corporate Governance			Directors' Remuneration Report			Annual report on directors’ remuneration


	Juan Alcaraz (CEO until 22 June 2025) (£ thousand)			Annabel Spring (CEO from 23 June 2025) (£ thousand)
	2025	2024	Change from 2024	2025	2024	Change from 2024
Annual variable remuneration (D)	[*](2)	1,030.05⁽¹⁾	[*]%	[*](2)	N/A	N/A
1. In accordance with applicable regulations, the table above shows: (i) for the year 2024, the amount of the 2024 single variable remuneration award received by Juan Alcaraz in respect of 2024 (GBP 1,011.8 thousand) and the amount of the discretionary pension benefit (GBP 18.7 thousand), and (ii) for the year 2025, the amount of the 2025 single variable remuneration award received by Juan Alcaraz and Annabel Spring in respect of 2025 (GBP [] thousand and GBP [] thousand respectively) and the amount of the discretionary pension benefit (GBP [] thousand and GBP [] thousand, respectively), both as a result of the achievement of annual performance metrics relating to that year. The deferred portion of the 2025 variable remuneration award that remains subject to the achievement of performance conditions in future financial years is not included in this row of the table. See further details on the following pages. 2. As a result of the single incentive, the annual component of the variable remuneration corresponding to 2025 represents 40% of the total preliminary amount and this percentage is calculated using such amount. The deferred portion of the 2025 single incentive preliminary awarded (60%) remains subject to the achievement of performance conditions in future financial years.

2025 annual variable remuneration scorecard,

outcome and assessment

The annual performance measures for the 2025 annual

variable remuneration award, including their relative weight,

performance levels and outcome, were the following:

[NOTA INTERNA - Pendiente de actualizar tabla y notas al pie.]


Performance measures	Weight (%)	Threshold (% payout) ¹	Target (% payout) ¹	Maximum (% payout) ¹	Actual	Outcome (% of target)
Corporate metrics	90.0%
Financial metrics	45.0%
Adjusted EBITDA Margin	22.5%	61.6% (payout 50%)	64.8% (payout 100%)	71.3% (payout 200%)	67.7%	145.0%
Revenue Growth	13.5%	2.5% (payout 50%)	5% (payout 100%)	10% (payout 200%)	15.9%	200.0%
VAS Annual Recurring Revenue Growth	9.0%	9.2% (payout 50%)	18.4% (payout 100%)	27.6% (payout 200%)	17%	95.0%
Strategic non-financial metrics (commercial and operations)	27.0%
Client Retention Rate (Fund Houses and Distributors)	9.0%	<97% (payout 0%)	97% (payout 100%)	>97% (payout 100%)	98.6%	100.0%
New clients (migrations in EUR)	9.0%	35.3bn (payout 0%)	47bn (payout 100%)	>€58.8bn (payout 150%)	61.5bn	150.0%
Operational Excellence and Client Satisfaction	9.0%	Assessed by the board at the end of the periods described below2				100.0%
E&S metrics	18.0%
Progress against ESG Strategic Plan 2024-2026	9.0%	Assessed by the board at the end of the periods described below2				100.0%
Leadership and Culture	9.0%	Assessed by the board at the end of the periods described below2				108.0%
Individual metrics	10.0%
Personal contribution	10.0%	Assessed by the board at the end of the periods described below3				9.5%
Total outcome						88.0%
1. Payout in between these levels is calculated on a straight-line basis. Below the threshold level the payout is zero and above the maximum level the payout is capped. These payout levels are those applicable to the overall employee population’ annual bonus, although corporate metrics' total weight varies depending on the employee category as explained above, so that the higher the seniority, the higher the employee's exposure to corporate goals and, the lower the seniority, the higher the exposure to individual performance. 2. The degree of achievement of metrics Operational Excellence and Client Satisfaction, Progress against ESG Strategic Plan and Leadership and Culture], was qualitatively assessed based on several factors predefined by the board of directors (see below for full details on the assessment made). Even if qualitatively assessed, the board also predefined three performance levels, threshold, target and outstanding, with payout ratios of 50%, 100% and 150% respectively, with intermediate performance achievements and payout levels being possible. 3. Personal contribution was qualitatively assessed by the board of directors at the end of the period (see below for full details on the assessment made) with reference to three performance levels, threshold, target and outstanding, with payout ratios of 50%, 100% and 120% respectively, and intermediate performance achievements and payout levels being possible.

The board believes that the corporate annual metrics set for

the 2025 annual variable remuneration award support the

agreed corporate strategy of Allfunds from both a financial

and non-financial perspective:

• Financial metrics focus on the Group's financial efficiency,

which is measured through the Adjusted EBITDA Margin,

the Group's growth, measured through Revenue Growth

and New Clients (migrations in EUR), and the Group's

stability and resilience, measured through Annual Recurring

Revenue Growth. Combined, delivery against each of these

metrics leads to sustainable value creation for shareholders

and for the Company and therefore their inclusion in the


Allfunds Annual Report 2025	www.allfunds.com			114


	Contents			Corporate Governance			Directors' Remuneration Report			Annual report on directors’ remuneration

scorecard allows the Company to align remuneration with

shareholders' interests.

• Equity story & client experience focus on business and

commercial factors that are linked to Allfunds' strategic

pillars of continuously gaining market share and

perpetuating the flywheel effect. Progress against these

factors is indeed measured through strategic KPIs included

in the Strategic Report and regularly reported to the market

by Allfunds. These metrics also help to align remuneration

with client experience, which is at the heart of Allfunds'

strategy, directly through the metric of client satisfaction

and indirectly through retention rates.

• Sustainability and stakeholders promote the development

of a leadership model and culture focused on sustainability

and link remuneration with sustainable value creation and

the interests of the wider group of Allfunds' stakeholders.

They have been defined from both an internal and external

perspective and seek to measure progress against the

Group's strategic plans from a sustainability standpoint.

The board further believes that the threshold, target and

maximum level set for each performance metric, along with

their respective payout ratios, are stretching enough to

reward distinguished contribution that goes beyond 'doing

the day job.'

At the end of the period, the board of directors, based on the

proposal of the Remuneration, Appointments and Governance

Committee, assessed the level of achievement of each

performance measure. Quantitative metrics were assessed

according to the scorecard and payout ratios shown in the

table above, and no discretion was exercised to adjust these

formulaic outcomes.

Qualitative metrics in turn were assessed by the board in its

own discretion as follows:

[NOTA INTERNA - El texto en gris corresponde al AR 2024 -

Pendiente confirmar su aplicación para 2025 e incluir datos

2025]

• Operational Excellence and Client Satisfaction (9%):

◦ In assessing operational excellence, the board

considered [progress against key operational factors,

where new tools, more automatic processes and

reinvigorated teams have led to significant

enhancements. Likewise, the board considered the fact

that the operational risk profile remains in compliance

with the risk profile, supporting the Group's low risk

appetite. For client satisfaction, the board assessed this

metric based on the outcome of a client survey

performed during 2025, which consisted in closed end

questions on clients' satisfaction compared to their

expectations, with quantitative choices within a scale.

The results of the survey showed an improved feedback

across almost every area. In addition, the company has

improved its results in annual independent third party

reports.

• Progress against ESG Strategic Plan 2024-2026 (9%): the

board assessed progress against this metric based on the

following elements:

◦ Environmental dimension: the board considered [the

achievement of several key milestones on the journey

towards becoming a carbon neutral company ([60]%

external environment audit in offices (covering [87]%

employees) according to ISO 14001, carbon Footprint

aligned with the Paris Agreement, [92]% of electricity

consumption from renewable resources (+[22]%) and

[employee commuting survey] for the carbon footprint

calculation)].

◦ Social dimension: the board considered the different

initiatives carried out during 2025 including [an exercise

to adjust job level classification within the workforce, the

increase in number and quality of training courses (56%

increase in training hours), the improvement in D&I

metrics (28.2% women in senior management positions

(19.4% in 2023), 39.2% women in total workforce (40% in

2023) and 1.05% of people with disabilities (1.04% in

2023) and having duplicated social contribution to non-

profit activities (crowdfunding initiatives, new charity

sport events, charity markets sales, new volunteering

activities)].

◦ Governance dimension: the board considered the

different key governance achievements in 2025 including

[the adaptation of the Sustainability Report to CSRD

legislation (1st Double Materiality Assessment according

to CSRD and GAP analysis on European Sustainability

Reporting Standards KPIs (ESRS), the internal audit

control process done by and external to validate that

Allfunds was complying 100 with all regulatory

sustainability reporting requirements, the ESG criteria for

suppliers (new suppliers matrix according to their impact

on ESG issues, increase of the requirements for material

and key suppliers and the update of the Supplier Code of

Conduct) and the improvement of the ESG rating

agencies scores (S&P; ESG Global Score 63 (+5p.p),

MSCI: BBB (+2 positions) and Sustainalytics: ESG Risk:

Low risk (18 (-1.5))].

The board resolved that [the objectives were

achieved and the pay-out would be [100]%].

• Leadership and Culture (9%): the board assessed progress

against this metric based on the following elements:

◦ [Delivering sustainable solutions to clients: This element

incentivises the expansion of the ESG business. To

assess it, the board considered the achievements made

in terms of developing new ESG solutions, which include

the growth of ESG revenues (23% growth of ESG related

revenues at Allfunds in 2024 vs 2023), the Expansion of

ESG product range (Sustainability Navigator, Fund

Sustainability Due Diligence Report and Taxonomy Data)

and the Leading ESG & Sustainability market awards by

MainStreet Partners. Further details will be found in the

Strategic Report and the 2024 ESG Report.

The board resolved that the objectives were achieved

and the pay-out would be [105]%.]

◦ Employee engagement: This element links remuneration

to employee experience. To assess it, the board


Allfunds Annual Report 2025	www.allfunds.com			115


	Contents			Corporate Governance			Directors' Remuneration Report			Annual report on directors’ remuneration

considered KPIs such as employee attrition and retention

rates, [with a decrease in attrition rates during 2024

compared to 2023, and an increase in retention rate

throughout the year (-22.63% turnover and + 1.92%

retention), the fact that Allfunds was granted again in

2024 the Top Employer Certificate; the enhancement of

Employee Experience through skill development

programs and the outcome of the engagement survey to

measure satisfaction (engagement improved 2,74% from

75 out of 100, compared to the previous rate of 73 out of

100).]

As a result, the board believes that delivery of this

metric was slightly above target and that pay-out

would be [110]%.]

In light of the above, the board considered that the overall

pay-out in Leadership and Culture would be [108]%.

As for the CEOs individual performance, in 2025 the board,

based on the Remuneration, Appointments and Governance

Committee's proposal, assessed it with respect to each of

them in the following key areas which align with Allfunds'

strategic objectives:

[NOTA INTERNA - MOC: Pendiente actualizar tabla de abajo]


Leadership	Under the CEO’s stewardship, Allfunds delivered very strong financial results. Double-digit growth in Assets Under Administration (AUA) along with double-digit growth across all lines of business contributed to record revenue generation. Further, good expense control management practices improved profitability and expanded EBITDA margin. Further information on Allfunds results is available in the Strategic Report
Strategy	The CEO continues to build on the fly-wheel value proposition to ensure that Allfunds responds to changing market dynamics and delivers industry leading solutions in response. This is evidenced by the growth in the firm’s new Alternatives solution, by the introduction of new services such as the Allfunds Navigator and Sustainability Navigator and by the progress made toward a future ETP offering
Controls and processes	The CEO has strengthened the foundation of the business with a focus on building scale and adding talent to support future growth. Two senior leaders (Technology, Operations) recently joined the executive team and have been tasked with driving transformational of the technology infrastructure and operating efficiency respectively. This transformation will continue to mitigate risks, improve resiliency and provide an elevated experience to Fund Houses and Distributors
Sustainability and excellence	The CEO has demonstrated his commitment to Sustainability and Excellence by 1) crafting the ESG Strategic Plan (2024-2026) with specific and actionable initiatives 2) executing on the Plan and 3) measuring and reporting results. Allfunds has made commitments in the areas of diversity and inclusion, carbon footprint, meeting standards as defined in the CSRD regulation and holding suppliers accountable to ESG criteria. Further information on all key initiatives can be found in the 2025 Sustainability Report

Based on the above:

[Nota interna - MOC: Pendiente de confirmar cómo se ha

determinado el variable con respecto a cada uno de los

CEO]

• With respect to Annabel Spring:

◦ The board considered that her individual performance

during 2025 was beyond target and she was granted a

[120]% pay-out of individual component.

◦ Overall, based on the achievement of corporate metrics

and on the assessment of her personal contribution to

the Group’s success, the board determined that the

overall preliminary outcome of Annabel Spring’s variable

award for 2025 should be [*]% of her target opportunity,

that is, [*]% of her annual base salary (with a ratio of [*]%

for Spanish banking regulation purposes).

• With respect to Juan Alcaraz:

◦ The board considered that his individual performance

during 2025 was on target and he was granted a [*]%

pay-out.

◦ Overall, based on the achievement of corporate metrics

and on the assessment of her personal contribution to

the Group’s success, the board determined that the

overall preliminary outcome of Juan Alcaraz’s variable

award for 2025 should be [*]% of his target opportunity,

that is, [*]% of his annual base salary (with a ratio of [*]%

for Spanish banking regulation purposes).

Pursuant to applicable regulations and in line with the Directors’

Remuneration Policy, 40% of the CEO award vested based on

the scorecard above was paid at the beginning of 2026:

• With respect to Annabel Spring, 30% in cash and 70% in

Company shares, and

• With respect to Juan Alcaraz, 50% in cash and 50% in

Company shares.

The remaining amount will be deferred over four years. It shall

be payable in four equal parts in 2027, 2028, 2029 and 2030.

Each instalment shall be paid 30% in cash and 70% in Company

shares, with respect to Annabel Spring, and 50% in cash and

50% in Company shares, with respect to Juan Alcaraz.

However, the payment of each deferred amount shall be

subject to satisfaction of a binary underpin, [consisting in [the

Group maintaining CET1 ratios above Bank of Spain

requirements (higher than the average ratio in the Spanish

and EU landscape)]. Satisfaction of the underpin shall be

measured as of the end of the year preceding each payment

date (ie. as of 31 December 2026, 31 December 2027, 31

December 2028 and 31 December 2029). Failure to satisfy

the underpin in a given year will entail the loss of the deferred

amount due that year, whereas satisfying it will trigger


Allfunds Annual Report 2025	www.allfunds.com			116


	Contents			Corporate Governance			Directors' Remuneration Report			Annual report on directors’ remuneration

payment of the relevant deferred amount subject to the

below.

[Nota interna - MOC: Pendiente de confirmar si el binary

underpin se mantiene]

In addition, each deferred amount will be subject to the

achievement of two performance metrics described in the

table below. These metrics shall be measured over a period

of three years preceding the payment date. Exceptionally, the

performance period shall necessarily be two years for the first

instalment (i.e., from 1 January 2024 to 31 December 2025 for

the deferred amount due in 2026). In accordance with article

138 of EBA Guidelines, the level of achievement of these

metrics may reduce the final amount payable to the

participant down to nil, but it may not increase it in the event

of over achievement. The proposed performance scale and

payout levels are the following:


Pluri-annual performance metrics and payout ratios	Performance levels		Payout ratios ¹
Pluri-annual performance metrics and payout ratios	Threshold	Target (max)	Threshold	Target (max)
Allfunds’ percentile within peers in the comparator group based on cumulated TSR over each performance period²	33%	>66%	50%	100%
Actual vs budgeted Adjusted EBITDA over each performance period ³	80%	100%	50%	100%
1. Payout between these levels is calculated on a straight-line basis. Below the threshold level the payout is zero and above the target level the payout is capped. 2. The TSR levels cannot be disclosed as they are unknown as of the date of the Annual Report. They will be reported following the end of the performance period. 3. EBITDA targets are considered commercially sensitive. They will be retrospectively disclosed along with the actual outcome following the end of the performance period.

[NOTA INTERNA - MOC Considerar COMENTARIO IR/CFO:

Mencionar que el variuable se ha determinado en base al

PERIMETRO CONSTANTE (teniendo en cuenta el impacto en

EBITDA de la venta de activos)]

The number of shares payable in each instalment was

calculated in 2026 based on the average closing price of the

20 trading days preceding the award date (i.e., €[*]). This

results in a total preliminary number of shares of [*], out of

which [*] were delivered in 2026 as part of the upfront

payment and [*] will be delivered from 2027 to 2030 subject

to the conditions described above.

All the shares will be subject to a holding period of one year

from the date of delivery. The overall period of the award

shall therefore extend from 1 January 2025 to the end of the

holding period for the shares deliverable in early 2030, which

shall end in early 2031.

The award shall be subject to the malus and clawback

clauses described in the proposed Directors' Remuneration

Policy.

(E) Long-Term Incentive Plan

In 2024, the existing LTIP was merged into the single variable

remuneration award described above so the CEO is no longer

eligible for this plan, although it remains in place for other

Group employees.

The purpose of the LTIP is to motivate and reward the

sustainable long-term performance of the Group, to support

talent retention and engagement with Allfunds, while aligning

interests of participants and shareholders.

The LTIP operates as a rolling plan with annual awards

whereby beneficiaries are awarded the right to receive shares

at nil cost following a vesting period. The LTIP is generally

awarded to over 15% of the Group employees and covers two

types of awards:

i. a performance-based award typically awarded to most

senior executives where beneficiaries are granted an

award in respect of a number of shares whose vesting is

contingent on performance measures being achieved

through the relevant performance periods; and

ii. a time-based award typically granted to less senior

employees who are granted an award in respect of a

number of shares whose vesting is linked to remaining

employed through the vesting period. From 2024, this

remuneration component is no longer granted to the CEO

or other senior executives classified as identified staff

under applicable banking regulations.

After the IPO and up to the date of this report, three

performance-based LTIP Awards were awarded to the CEO.

+ READ MORE about the summary of outstanding LTIP Awards as well as

details of the awards vested in 2025 in the following pages of this report.

As explained above, the CEO's remuneration is subject to

Spanish and European banking regulations. These regulations

involve that the amount of his variable remuneration for a

given performance year cannot exceed 200% of the amount

of the fixed remuneration for that same year. In addition, at

least 60% of each variable remuneration component (or 40%

if the amount is lower than EUR 1 million) must be deferred

within at least four years, and instruments shall be subject to

a holding period of at least one year from their respective

delivery dates.

When approving the LTIP in 2021, the board set a dilution limit

of 10% of the issued ordinary share capital over a 10-year

period.


	Juan Alcaraz (CEO until 22 June 2025) (£ thousand)
	2025	2024	Change from 2024
LTIP awards (E)¹	[943.1]	281.7	[*]% ⁽²⁾
1. According to applicable regulations, the single total figure table shows the value of the LTIP Awards whose vesting was contingent on performance measures where the performance period ended during the year under review. Therefore, column 2024 shows the value of the vested shares of the 2022 LTIP Award whose performance period ended on 31 December 2024, and column 2025 shows the value of the vested shares of the 2023 LTIP Award whose performance period ended on 31 December 2025. The value of the shares has been calculated by multiplying the number of vested shares by the closing price at the date on which the shares vested converted to GBP at the exchange rate of that same date. 2. 2024 amount covers the full cycle of the 2022 LTIP Award, while 2025 amount covers the full cycle of the 2023 LTIP Award.


Allfunds Annual Report 2025	www.allfunds.com			117


	Contents			Corporate Governance			Directors' Remuneration Report			Annual report on directors’ remuneration

Summary of the CEO's outstanding LTIP Awards

Main conditions of the LTIP Awards

Information for the year ended 31 December 2025

Opening balance

During the year

Closing balance

LTIP

Award

End of

performance

period

Award

date

Vesting

date

End of

holding

period ¹

Max Shares

potentially awarded

at the beginning of

the year

awarded

vested

subject to

performance

condition

awarded and

unvested at

year end

subject to a

holding

period

2023

Award

31 Dec 2025

14 April

2023

March

2026

2031

491,094

—

491,094

—

491,094

Total

491,094

—

[*]

491,094

[*]

1. Delivery of the shares of LTIP 2023 award is partially deferred in four equal instalments during four years after vesting and they are subject to a holding period from the

relevant delivery date (see above for further details). The year shown is the end of the holding period of the shares delivered under the last instalment of each award.

Vesting of the 2023 LTIP Award

On 14 April 2023, Juan Alcaraz -CEO at that time- was

granted the third LTIP award (the 2023 LTIP Award).

His LTIP opportunity was established as a number of shares

with a monetary value equal to 130% of his annual base salary

at target level and 260% at maximum level, based on his

annual salary of 2023. The resulting number of shares was

245,547 and 491,094 shares at target and maximum level,

respectively. This number was calculated on the grant date

by dividing the monetary value of the award by the average

middle market quotation in the 20 dealing sessions preceding

the grant date obtained from the official list of Euronext

Amsterdam (€6.03 per share).

Vesting of these shares would occur in relation to a three-

year performance period ending on 31 December 2025,

contingent on the achievement of two performance

measures, equally weighted:

1. Allfunds’ total shareholder return (TSR) compared against

the TSR of a pre-defined comparator group composed of

five European wealth platforms weighting 60%

(HargreavesLansdown, Avanza, Envestnet, AJ Bell and

Integrafin), and nine global asset managers weighting 40%

(Blackrock, Amundi, Franklin Templeton, Schroders,

Invesco, DWS Group, Abrdn, Janus Henderson and

Jupiter), in each case calculated over the period starting

on 1 January 2023 and ending on 31 December 2025; and

2. actual adjusted EBITDA (as appearing in the final annual

accounts to be approved for each financial year)

compared with the budgeted adjusted EBITDA (as

approved by the board in the budget for each financial

year), cumulated in 2023, 2024 and 2025.

The 2023 LTIP Award vested on 31 December 2025 as

follows. [The TSR portion did not vest given Allfunds' TSR

during the performance period was below par compared to

the comparator's group TSR (see performance graph in

section ‘Other remuneration disclosures’ of this report).] The

EBITDA portion vested in 89.1%% given the actual adjusted

EBITDA cumulated during the performance period (EUR

1,131.8) amounted to 97.7% of the budgeted adjusted EBITDA

cumulated during that same period (EUR1,158.1). No

discretion was exercised to adjust these formulaic outcomes.]

[For Mr Alcaraz, [*] shares vested and were delivered in [*].

The value of the vested shares, calculated at their market

price as of the date of vesting, is shown in row (E) of the

single total figure table above.]

[In view of the share price at which the number of shares

awarded was calculated back in 2023 (€[*]), [the board has

satisfied itself that no windfall gains occurred with respect to

this LTIP Award].

The total number of shares vested and delivered to

participants in the 2023 LTIP Award is [*] that is [*]% of the

Company's outstanding shares as of the date of this Report.

[NOTA INTERNA - MOC: Textos en gris mantenidos del AR

2024,. Pendientes de actualizar para 2025]

The LTIP Awards are subject to malus and clawback clauses

under which the Remuneration, Appointments and

Governance Committee may:

i. reduce (including to nil) the number of shares or notional

shares in respect of which any future LTIP award is

granted to a participant;

ii. reduce (including to nil), as the Committee considers

appropriate, the cash amount payable under an unvested

LTIP Award or the number of shares under an unvested

LTIP Award; or

iii. in relation to a vested LTIP Award, require a participant to

pay to the Company, as the Remuneration, Appointments

and Governance Committee considers appropriate, such

number of shares or such monetary amount no greater

than the net value of the vested shares.

The circumstances in which the Remuneration, Appointments

and Governance Committee can exercise its discretion under

(i) to (iii) are:

i. material financial misstatement of the Company’s audited

financial accounts;

ii. conduct by a participant which results in or is reasonably

likely to result in significant reputational damage to the

Company;

iii. the negligence or gross misconduct of a participant; or

iv. fraud effected by or with the knowledge of a participant.

There are robust mechanisms in place to ensure that

these provisions are enforceable.


Allfunds Annual Report 2025	www.allfunds.com			118


	Contents			Corporate Governance			Directors' Remuneration Report			Annual report on directors’ remuneration

Other information concerning

the executive's directors remuneration

in 2025

Scenario analyses

The scenario analyses prepared with respect to [Annabel

Spring's] remuneration receivable in respect of 2025 are as

follows (in GBP thousand): [NOTA INTERNA - MOC:

Pendiente de confirmar si tiene sentido incluir el gráfico

tamién para JA]

• 'Minimum' consisting of:

◦ Fixed remuneration: base salary (GBP 1,650,000),

benefits (GBP [*]) and 85% of total pension contributions

(GBP [*]), and results in 100% of total compensation

being fixed;

• 'Target' consisting of:

◦ Fixed remuneration: base salary (GBP 1,650,000),

benefits (GBP [*]) and 85% of total pension contributions

(GBP [*]); and

◦ Variable remuneration: non-deferred portion (ie. 40%) of

the on-target opportunity of the 2025 variable award

(GBP [*]), 15% of total pension contributions to be paid

under the variable remuneration on-target scenario (GBP

[*]) and on-target vesting of the 2023 LTIP Award (GBP

[*]); and

• 'Maximum' consisting of:

◦ Fixed remuneration: base salary (GBP 1,650,000),

benefits (GBP [*]) and 85% of total pension contributions

(GBP [*]); and

◦ Variable remuneration: non-deferred portion (ie. 40%) of

the maximum opportunity of the 2025 variable award

(GBP [*]), 15% of total pension contributions to be paid

under the variable remuneration on-target scenario (GBP

[*]) and maximum vesting of the 2023 LTIP Award (GBP

[*]), According to Spanish banking regulations, all

components of variable remuneration are capped to

twice the amount of fixed remuneration for that year

(ie. GBP [*] thousand).

The variable awards' monetary value considered to prepare

these scenarios was the value at the date of grant.

Malus and clawback clauses

In 2025 the Company did not apply any clawback or malus

clause with respect to the executive director’s variable

remuneration.

Variable remuneration of the executive director and other

employees classified as identified staff is subject to malus

and clawback clauses in the following circumstances:

a. restatement of annual financial statements when so

considered by the external auditor and provided the

restatement involves that a lower amount of variable

remuneration would have been payable;

b. sanction of the relevant employee for a serious and

negligent breach of internal rules, especially if affecting

the Group's risk profile, or fraudulent action by the

relevant employee, or other action or omission involving

negligence and causing damage to Allfunds;

c. regulatory fines or judgements against the Company for

facts attributable to the relevant employee;

d. significant variations to the economic capital or risk profile

of the Group that make the payment of variable

remuneration unadvisable; or

e. termination of employment other than in the event of

death, retirement or disability. Application of malus and

clawback clauses remains at the discretion of the board

and will apply for five years from the date of accrual of the

relevant variable remuneration component.

No outstanding loans

Neither Juan Alcaraz nor Annabel Spring have any

outstanding loans towards the Company or any of the Group

companies in accordance with the meaning of section 2:383e

of the Dutch Civil Code.

[NOTA INTERNA / MOC: Me falta por contar en el informe (i)

el sign-on bonus de AS y (ii) los importes recibidos por JA en

concepto de vacaciones no disfrutadas, legal fees y tax

advice. Me parece que pueden encajar aquí como

subsecciones, pero no sé si conceptualmente deberían ir en

otro sitio (por ejemplo, si las vacaciones hay que contarlas

dentro del salario base, o si los legal y tax fees deberíamos

contarlos dentro de benefits).]


Allfunds Annual Report 2025	www.allfunds.com			119


	Contents			Corporate Governance			Directors' Remuneration Report			Annual report on directors’ remuneration

Planned implementation of the Directors

Remuneration Policy for the executive

director in 2026

Below is a summary of how the Directors' Remuneration

Policy approved at the 2024 AGM, as amended at the 2025

EGM, is planned to be implemented in 2026 with respect to

the CEO.

[NOTA INTERNA - MOC: Pendiente confirmar para 2025 - Lo

marcado en gris son datos del AR 2024]

Base salary (A)

It is proposed to [increase] Annabel Spring’s base salary by

[*]%, that is from GBP [1,650,000] to GBP [*]. [This increase is

the same as the one foreseen for the wider UK-based

workforce ([2.5]%) and in line with the one foreseen for the

overall population [2.9]%.]

Other benefits (B)

It is proposed to [maintain] Annabel Spring’s flexible benefits

at 2025 levels.

Pension arrangements (C)

It is proposed to [maintain] Annabel Spring’s pension

contribution rate at 2025 levels (i.e., 12% of his annual base

salary), in line with the rate applicable to the UK workforce.

Out of this amount, 15% shall be linked to the achievement of

the annual performance metrics of the variable remuneration

award in order to comply with the Spanish regulatory

requirement that at least 15% of the CEO's pension benefits

shall be discretionary. The degree of achievement of these

metrics may reduce but not increase the final amount of this

15% of the CEO's contribution rate. The board is aware of the

principle of the Investment Association that no element of

variable pay should be pensionable but it is overridden by this

legal provision. Therefore, 85% of the pension contribution

shall appear in the single total figure table for 2025 as

pension contribution under fixed remuneration, and up to 15%

shall appear as variable remuneration to be pensioned.

Single variable remuneration award in 2026 (D)

The executive director’s variable remuneration for 2026 will

consist in a single component subject to annual and pluri-

annual performance conditions under the terms set out

below.

Award opportunity

[It is proposed to [maintain] the total award opportunity at

2024 levels, that is GBP 1,964,925 at target level (that is

184% of his annual base salary) and GBP 3,242,125 at

maximum level (that is ~198% of his fixed remuneration, 304%

of his annual base salary, and 165% of his target

opportunity). ]

Annual metrics

The award is subject to achieving the annual performance

metrics in 2026 below:


Annual performance measures	Weight (%)
Corporate metrics	90%
Financial metrics	45%
Adjusted EBITDA margin	22.5%
Revenue growth	13.5%
Annual recurring revenue growth	9%
Strategic non-financial metrics (commercial and operations)	27%
Client retention rate (Fund Houses and Distributors)	9%
New clients (migrations in EUR)	9%
Operational excellence and client satisfaction	9%
E&S metrics	18%
Progress against ESG Strategic Plan 2024-2026	9%
Leadership and culture	9%
Individual metrics	10%
Personal contribution	10%
Total	100%

This scorecard encompasses a mix of corporate and

individual performance measures and includes both financial,

strategic non-financial and E&S criteria that allow overall

sustainable value creation during the year to be measured:

• Financial metrics focus on the Group's financial efficiency,

which is measured through the Adjusted EBITDA Margin; the

Group's growth, measured through Revenue Growth and

New Clients (migrations in EUR), and the Group's stability

and resilience, measured through Annual recurring revenue

growth. Combined, delivery against each of these metrics

leads to sustainable value creation for shareholders and for

the Company and therefore their inclusion in the scorecard

allow to align remuneration with shareholders' interests.


Allfunds Annual Report 2025	www.allfunds.com			120


	Contents			Corporate Governance			Directors' Remuneration Report			Annual report on directors’ remuneration

• Equity story & client experience focus on business and

commercial factors that are linked to Allfunds' strategic

pillars of continuously gaining market share and

perpetuating the flywheel effect. Progress against these

factors is indeed measured through strategic KPIs included

in the Strategic Report and regularly reported to the market

by Allfunds. These metrics also help to align remuneration

with client experience, which is at the heart of Allfunds'

strategy, directly through the metric of client satisfaction

and indirectly through retention rates.

• Sustainability and stakeholders promote the development

of a leadership model and culture focused on sustainability

and link remuneration with sustainable value creation and

the interests of the wider group of Allfunds' stakeholders.

They have been defined from both an internal and external

perspective and seek to measure progress against the

Group's strategic plans from a sustainability standpoint.

For each quantitative metric (all the financial metrics and

retention rates), the board approved a threshold, target and

maximum performance level and the corresponding pay-out

opportunities. [As in 2025, target levels are the Company's

base case and the pay-out opportunity in this scenario is

100%. The threshold and maximum performance levels (in

terms of percentage over target), as well as the pay-out

opportunities for each of these levels, remain the same as in

2025. For more qualitative criteria (Operational excellence

and client satisfaction, and E&S metrics), the board defined

the basis on which they will be assessed following year-end

along the lines of the performance assessment conducted in

2025. The specific targets are considered to be commercially

sensitive, but they will be retrospectively disclosed in the

next Directors’ Remuneration Report along with details of the

Remuneration, Appointments and Governance Committee’s

assessment.]

Deferral rules

40% of the CEO award vested based on the scorecard above

will be paid in 2027, 30% in cash and 70% in Company shares.

If the total vested amount is lower than EUR 1 million, 50% will

be paid upfront. The remaining amount shall be deferred over

four years. It shall be payable in four equal parts in 2028,

2029, 2030and 2031. Each instalment shall be paid 30% in

cash and 70% in Company shares.

Underpin and pluri-annual metrics

However, the payment of each deferred amount shall be

subject to satisfaction of a binary underpin, which is

proposed to consist in the Group maintaining CET1 ratios

above Bank of Spain's requirement. Satisfaction of the

underpin shall be measured as of the end of the year

preceding each payment date (ie. as of 31 December 2027,

31 December 2028, 31 December 2029 and 31 December

2030). Failure to satisfy the underpin in a given year will entail

the loss of the deferred amount due that year, whereas

satisfying it will trigger payment of the relevant deferred

amount subject to the below.

In addition, each deferred amount will be subject to the

achievement of the pluri-annual performance metrics

described in the table below. These metrics shall be

measured over a period of three years preceding the

payment date. Exceptionally, the performance period shall

necessarily be two years for the first instalment (i.e., from 1

January 2025 to 31 December 2026 for the deferred amount

due in 2027). In accordance with article 138 of EBA

Guidelines, the level of achievement of these pluri-annual

metrics may reduce the final amount payable to the

participant down to nil, but it may not increase it in the event

of over achievement. The proposed performance scale and

payout levels are the following:


Pluri-annual performance metrics and payout ratios	Performance levels		Payout ratios ¹
Pluri-annual performance metrics and payout ratios	Threshold	Target (max)	Threshold	Target (max)
Allfunds’ percentile within peers in the comparator group based on cumulated TSR over each performance period²(50% weight)	33%	>66%	50%	100%
Actual vs budgeted Adjusted EBITDA over each performance period ^{3 (}50% weight)	80%	100%	50%	100%
1. Payout between these levels is calculated on a straight-line basis. Below the threshold level the payout is zero and above the target level the payout is capped. 2. The TSR levels cannot be disclosed as they are unknown as of the date of the Annual Report. They will be reported following the end of the performance period. 3. EBITDA targets are considered commercially sensitive. They will be retrospectively disclosed along with the actual outcome following the end of the performance period.

Holding period

The number of shares payable in each instalment shall be

calculated based on the average closing price of the 20

trading days preceding the award date and will be disclosed

in the following Annual Reports. All the shares will be subject

to a holding period of one year from the date of delivery.

The overall period of the award shall therefore extend from 1

January 2026 to the end of the holding period for the shares

deliverable in early 2031, which shall end in early 2032.

Clawback and malus

The award shall be subject to the malus and clawback clauses

described in the proposed Directors' Remuneration Policy.

Deferred portion of the single variable

remuneration award granted in 2025 (E)

[NOTA INTERNA - MOC: Aplica solo a Annabel o también a

Juan?]

The deferred portion of the CEO’s variable remuneration

award granted in 2025 remains subject to pluri-annual

performance conditions to be achieved in future years.


Allfunds Annual Report 2025	www.allfunds.com			121


	Contents			Corporate Governance			Directors' Remuneration Report			Annual report on directors’ remuneration

The first deferred instalment of the award, amounting up to

GBP [*], shall be payable at the beginning of 2027, 30% in

cash and 70% in Company shares, subject to achieving the

following measures over a performance period ending in 2026:

1. Satisfaction of a binary underpin consisting in the Group

maintaining CET1 ratios above Bank of Spain's

requirements. Failure to satisfy this underpin will entail the

loss of the deferred amount due in 2027, whereas

satisfying it will trigger payment of the relevant deferred

amount subject to the below.

2. Achievement of the pluri-annual performance metrics

described in the table below, measured over a two-year

period from 1 January 2025 to 31 December 2026. In

accordance with article 138 of EBA Guidelines, the level of

achievement of these pluri-annual metrics may reduce the

final amount payable to the participant down to nil, but it

may not increase it in the event of over achievement. The

performance scale and payout levels are the following:


Pluri-annual performance metrics and payout ratios	Performance levels		Payout ratios ¹
Pluri-annual performance metrics and payout ratios	Threshold	Target (max)	Threshold	Target (max)
Allfunds’ percentile within peers in the comparator group based on cumulated TSR over each performance period²(50% weight)	33%	>66%	50%	100%
Actual vs budgeted Adjusted EBITDA over each performance period ³(50% weight)	80%	100%	50%	100%
1. Payout between these levels is calculated on a straight-line basis. Below the threshold level the payout is zero and above the target level the payout is capped. 2. The TSR levels cannot be disclosed as they are unknown as of the date of the Annual Report. They will be reported following the end of the performance period. 3. EBITDA targets are considered commercially sensitive. They will be retrospectively disclosed along with the actual outcome following the end of the performance period.

The award is subject to the malus and clawback clauses

described in the Directors' Remuneration Policy.


Allfunds Annual Report 2025	www.allfunds.com			122


	Contents			Corporate Governance			Directors' Remuneration Report			Annual report on directors’ remuneration

Non-executive directors’ remuneration

Non-executive directors’ total compensation for 2025 was

defined as annual fees, as well as reimbursement of expenses

reasonably incurred by them in fulfilment of their roles.

[NOTA INTERNA - MOC: Pendiente confirmar los importes

correspondientes a Marina - que se incorporó al consejo en

Mayo 2025 y a la comision de Aud y Riesgos en Julio 2025 - y

Ursula, que dejó el consejo con efectos desde el 7 Mayo

2025]

Single total figure for non-executive directors (audited)


Director	Board fees (€)		Committee fees (€)		Allfunds Bank board fees (€)		Allfunds Bank board committee fees (€)		Total remuneration (€)
Director	2025	2024	2025	2024	2025	2024	2025	2024	2025	2022
David Bennett	200,000	200,000	—	—	200,000	200,000	—	—	400,000	400,000
Lisa Dolly	47,500	47,500	17,500	17,500	47,500	47,500	17,500	17,500	130,000	130,000
Marina Bellini¹	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
Axel Joly	—	—	—	—	—	—	—	—	—	—
Johannes Korp	—	—	—	—	—	—	—	—	—	—
Sofia Mendes	47,500	47,500	—	—	47,500	47,500	—	—	95,000	95,000
David Pérez Renovales	47,500	47,500	17,500	17,500	47,500	47,500	17,500	17,500	130,000	130,000
Hunter Philbrick	—	—	—	—	—	—	—	—	—	—
JP Rangaswami	47,500	47,500	12,500	12,500	47,500	47,500	12,500	12,500	120,000	120,000
Delfin Rueda	47,500	47,500	—	—	47,500	47,500	—	—	95,000	95,000
Zita Saurel	—	—	—	—	—	—	—	—	—	—
Andrea Valier	—	—	—	—	—	—	—	—	—	—
Ursula Schliesler²	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
¹ Member of the board since 7 May 2025 and member of the Risk and Audit Committee since 22 July 2025 ² Stepped down as member of the board and member of the Risk and Audit Committee with effects as of 7 May 2025

Notes in respect of each remuneration

component:

Annual fees

Independent non-executive directors are entitled to the

following annual fixed fees:

• A €47,500 annual fee for membership of the board of

directors (excluding the board Chair)

• A €200,000 annual fee for chairing the board of directors

• A €12,500 annual fee for membership of each board

Committee (excluding Committee chairs)

• A €17,500 annual fee for performing the role of board

Committee Chair

• Independent directors are also entitled to the same fees for

performing the roles of members of Allfunds Bank’s board

of directors and its committees.

• Non-independent non-executive directors are not entitled

to said fees.

Other arrangements

The Company may reimburse expenses reasonably incurred

by non-executive directors in fulfilment of their roles.

The Company provides directors’ and officers’ liability

insurance and has executed a deed of indemnity in the non-

executive directors’ favour.

Non-executive directors are not paid a pension and do not

participate in any of the Company’s variable incentive

schemes.

Non-executive directors do not receive any other taxable

benefits.

Planned implementation of the Directors'

Remuneration Policy for non-executive directors

in 2026

Non-executive directors' remuneration is planned to be

maintained as in 2025.

Other remuneration disclosures

Total pension entitlements (audited)

No person having served as a director of the Company during

2025 has a prospective entitlement to defined benefits or

cash balance benefits.

Payments to former directors

No remuneration was paid to former directors of Allfunds in

2025, other than the payments made to Ursula Schliesler that

are shown in the single total figure table of this Annual Report

on directors' remuneration.

Payments for loss of office

In 2025, Juan Alcaraz has received a severance payment of

GBP 8,472,107, due to the termination of his service

agreement and according to its terms (please see xxx for

further details). This amount is inclusive of any statutory

termination payments.


Allfunds Annual Report 2025	www.allfunds.com			123


	Contents			Corporate Governance			Directors' Remuneration Report			Annual report on directors’ remuneration

Directors’ shareholdings and share

interests

As stated in the Directors’ Remuneration Policy and according

to the Company’s Insider Trading Policy, directors and other

persons discharging managerial responsibilities are required

to hold Allfunds’ shares only for long-term investment

purposes in line with the provisions of the Dutch Code. They

are also prevented from purchasing or writing options on, or

short selling, securities of the Company.

The interests in shares of the Company held as of the date of

this report by directors in office during the year, including any

interests of their connected persons, are set out in the table

below:

[NOTA INTERNA - MOC: Pendiente actualizar tabla y

footnote. Confirmar que no hay que consignar a JA


Directors	Shares held	Shares unvested and subject to performance conditions
Executive directors
Annabel Spring	0	0
Non-executive directors
David Bennett	[7,000]	0
Lisa Dolly	[10,000]	0
Marina Bellini	0	0
Axel Joly	0	0
Johannes Korp	0	0
Sofia Mendes	0	0
David Pérez Renovales	[10,000]	0
Hunter Philbrick	0	0
JP Rangaswami ¹	0	0
Delfin Rueda	0	0
Zita Saurel	0	0
Andrea Valier	0	0
1. [As of the date of this report JP Rangaswami had an indirect interest of 0.001% as a result of his interests in LHC Manco Limited, an indirect shareholder of LHC3 Limited, which in turn is a direct shareholder of the Company.]

TSR performance and CEO pay

The table below shows the total shareholders’ return of

Allfunds between 23 April 2021, the date of admission to

trading of its shares on Euronext Amsterdam, and 31

December 2025, compared to the average total shareholders’

return of the following peer group: five wealth platforms

(Hargreaves Lansdown, Avanza, AJ Bell and Integrafin), and

nine global asset managers (BlackRock, Amundi, Franklin

Templeton, Schroders, Invesco, DWS Group, Aberdeen, Janus

Henderson and Jupiter).

This peer group was selected by the Remuneration,

Appointments and Governance Committee in 2023 for the

purposes of comparing Allfunds TSR's relative performance as

a metric of the LTIP Awards and, more broadly, as a general

peer group for the purposes of compensation. Details of the

review of the peer group were provided in the Directors’

Remuneration Report for the year ended 31 December 2023.

This peer group is, in the opinion of the Committee, subject to

similar structural and market dynamics to Allfunds and

represents the most likely investment opportunities for an

Allfunds investor if Allfunds were not available, and the

relative performance of Allfunds against this group should be

a fair indication of value generation for Allfunds investors.

[NOTA INTERNA - MOC: Pendiente actualizar tabla para

2025]


	Since IPO
Allfunds	(62.2%)
Platforms	(8.6%)
Asset Managers	8.1%
TSR benchmark	(1.9%)
1. Envestnet has been removed from the peer set as it is no longer listed after its acquisition in 2024


Allfunds Annual Report 2025	www.allfunds.com			124


	Contents			Corporate Governance			Directors' Remuneration Report			Annual report on directors’ remuneration

The following table shows the CEO's historical pay outcomes

starting in 2021, the year of admission to listing of Allfunds'


CEO	2025	2024	2023	2022	2021
Total remuneration	[*]	2,911.7	2,795.0	2,207.7	3,020.7
Annual bonus as a % ¹	[*]	35.40	70.25%	33.83%	96.25%³
Vested shares as a % ²	[*]	9.68	24.1%	22.72%	—
1. The annual bonus for 2025 corresponds to the non-deferred portion of the variable remuneration component included in [row (D) of the single total figure table of this report, as the deferred portion remains subject to the achievement of pluri-annual performance conditions in future years]. 2. Vested shares correspond to the shares vested under the LTIP Awards, which value is included in [row (E) of the single total figure table of the relevant Annual report on directors’ remuneration]. 3. [The bonus awarded to Juan Alcaraz in respect of 2021 (the sum in [row (C) of the 2021 single total figure table]) included the annual bonus ordinarily granted and calculated as a percentage of the base salary (£1,259,606), as well as an extraordinary incentive linked to key milestones occurred in 2021 (£543,643). The 2021 annual bonus expressed as a percentage of the annual bonus maximum opportunity of 2021 (that is, excluding the extraordinary incentive) amounted to 95.21%.]

[NOTA INTERNA - MOC: Pendiente de incluir datos de 2025

(¿hay que dar los datos agregados de los dos CEOs?)

Pendiente de aclarar las referencias cruzadas, no queda claro

a dónde nos remitimos (e.g. "row (D)/(E) of the single total

figure table"). Conviene dar más contexto.

Finalmente, con respecto a la nota al pie 3, ¿por qué hay que

dar esta info de 2021? ¿No corresponde el resto de años? Ver

si hay que modificarla en el contexto actual (JA ya no es

CEO).]

CEO pay ratio

[NOTA INTERNA - MOC: Confirmar si hay que dar el ratio sólo

con respecto a Annabel (CEO a la fecha del informe), o si hay

que darlo con respecto a los dos CEO de 2025.]

The Company is exempt from disclosing CEO pay ratios

according to Schedule 8 of The Large and Medium-sized

Companies and Groups (Accounts and Reports) Regulations

2008, as amended, as the Group does not meet the qualifying

condition of having 250 full-time equivalent employees in the

UK. Nevertheless, as a matter of good practice and as

recommended by best practice provision 3.4.1 of the Dutch

Code, since the IPO the Company is disclosing the pay ratio

between the total remuneration of the CEO and the average

annual remuneration of the Group employees. As

recommended by the Dutch Code Monitoring Committee, the

CEO total annual remuneration includes all the remuneration

components included in the relevant annual accounts, and

the average annual remuneration of employees has been

determined by dividing the total staff cost for a given year as

included in the annual accounts divided by the average

number of full-time employees in that same year.


	2025	2024	2023	2022	2021
CEO pay ratio	[*]	42.3	37.55	41.58¹	35.35²
1. As explained in the 2022 Annual Report, the change in the CEO pay ratio from 2021 to 2022 was mainly due to the decrease in personnel expenses recorded in the Financial Statements in 2022, caused by a downward adjustment of the 2022 annual bonus' accounting provision along with the lower amount of the 2021 annual bonus finally paid compared to the provision recorded in 2021. See Note 27 to the 2022 Financial Statements, and for information on the outcome of the 2022 annual bonus see the notes to the CEO single total figure table for 2022 in the 2022 Annual Report, where the level of achievement of each corporate goal was disclosed. These corporate goals were also applicable to all employees eligible for the annual bonus. 2. Or 38.94 in 2021 excluding the amount of the sign-on bonuses paid by an indirect shareholder of the Company to several employees during 2021 that was not representative of actual spend on pay of the Company.

[NOTA INTERNA - MOC: Pendiente confirmar datos 2025]

Change in remuneration of directors and

employees

The table below shows the annual percentage changes to the

base pay (or fees), taxable benefits and annual bonus of each

director and of the Group’s employees for all financial years

since the IPO (which took place in April 2021).

[NOTA INTERNA - MOC: En la tabla de abajo, confirmar si hay

que dar información de JA (lo digo para que se pueda

comparar con respecto a los ejercicios 2022-2024).

Pendiente completar datos 2025]


Allfunds Annual Report 2025	www.allfunds.com			125


	Contents			Corporate Governance			Directors' Remuneration Report			Annual report on directors’ remuneration


	2025 change			2024 change			2023 change			2022 change
Directors	Salary / fees	Taxable benefits	Annual bonus	Salary / fees	Taxable benefits	Annual bonus	Salary / fees	Taxable benefits	Annual bonus	Salary / fees	Taxable benefits	Annual bonus
Executive director
[Juan Alcaraz ¹]				+4%	+2.5%	(14.70%)	—%	+1.51%	+98.2%
Annabel Spring				N/A	N/A	N/A	N/A	N/A	N/A
Non-executive directors
David Bennett				—%	—%	—%	—%	—%	—%
Lisa Dolly				—%	—%	—%	—%	—%	—%
Marina Bellini				—%	—%	—%	—%	—%	—%
Axel Joly				—%	—%	—%	—%	—%	—%
Johannes Korp				—%	—%	—%	—%	—%	—%
Sofia Mendes				—%	—%	—%	—%	—%	—%
David Pérez Renovales				—%	—%	—%	—%	—%	—%
Hunter Philbrick				—%	—%	—%	—%	—%	—%
JP Rangaswami				—%	—%	—%	—%	—%	—%
Delfin Rueda				—%	—%	—%	—%	—%	—%
Zita Saurel				—%	—%	—%	—%	—%	—%
Andrea Valier				—%	—%	—%	—%	—%	—%
Average employees ²				[+3.5]%	[+9]%	[+10.85]%	[+7.65]%	[-10.16]%	[+78.32]%
1. The annual bonus for 2025 represents the non-deferred portion of the variable remuneration component included in row (D) of the single total figure table of this report, as the deferred portion remains subject to the achievement of pluriannual performance conditions in future years. The increase in taxable benefits is due to the increase of the health insurance premium, which was revised during the year. 2. The number of employees is the average FTE excluding the directors.

Relative importance of spend on pay

The table below sets out distributions to shareholders by way

of dividends or share buybacks and remuneration paid to or

receivable by employees in 2024 and 2025, and the

percentage of change between these years.


€ million	2025	2024	Annual change
Dividends ¹	80	57.9	38.17%
Share buybacks ²	80	50	60%
Employee remuneration³	141,5	147,5	(0.01%)
1. Dividends paid, which correspond in 2025 to the dividend of €80 million (€0.1310 per share) approved at the 2025 AGM and paid in May 2025, and in 2024 to the dividend of €58 million (€0.0935 per share) approved at the 2024 AGM and paid in May 2024. 2. Under the share buyback programmes announced on 17 June 2024 for 2024 and on 12 May 2025 for 2025. 3. As shown in the approved annual accounts for each relevant financial year.

Severance payments

[NOTA INTERNA - MOC: Pendiente]

Given that Mr Alcaraz’s employment was terminated by

Allfunds Bank in 2025, he was (subject to any overriding

regulatory requirements) entitled to a severance payment of

[798.75] days’ earnings. For this purpose, ‘earnings’ includes

base salary, contractual benefits and the higher of his target

variable award amount and the amount of the award paid to

him in the preceding 12 months (in each case converted into

a daily figure). The severance payment, amounting to [GBP

8,472,107] [has been satisfied in [*]], was conditional upon Mr

Alcaraz signing a settlement agreement waiving any legal

claims against Allfunds Bank and is inclusive of any payment

in lieu of notice made to him.

The board notes that the terms of Juan Alcaraz's severance

payment were defined in accordance with Spanish

regulations as last amended in 2012. These regulations set

out that (i) the severance payment in circumstances that are

not considered to be a bad leaver shall be calculated as a

given number of days' earnings; (ii) the earnings shall include

base salary, benefits and annual bonus paid in the preceding

12 months; and (iii) the number of days shall be calculated as

a number of days per year effectively employed by the

company up to a given maximum. The severance payment

agreed with Juan Alcaraz is the result of applying the

foregoing rules to his labour seniority and remuneration

package, save for the nuance that the earnings might include

the target annual bonus amount if higher. The right to receive

this severance payment was maintained when Juan Alcaraz

was relocated to London to keep his remuneration package

as competitive as before moving, considering especially that

this payment may only accrue in the event of a good leaver. It

is noted that these terms are compliant with Spanish

regulations and standards, and that they were agreed well

before the IPO and the Company's decision to voluntarily

adhere to the Dutch Code, which is more strict in this matter.

The new CEO, Annabel Spring, is not entitled to any

severance payment.


Allfunds Annual Report 2025	www.allfunds.com			126


	Contents			Corporate Governance			Directors' Remuneration Report			Annual report on directors’ remuneration

Non-executive directors are not entitled to any compensation

(other than accrued and unpaid fees and expenses for the

period up to the termination) for loss of office.

Governance

The Remuneration, Appointments and Governance Committee

Report included in this Annual Report contains information in

relation to the members of the Committee and the activities

carried out in 2025. During the year, the Committee did not

retain any external and independent advice (other than legal

advice on compliance with legislation) with regard to

directors' remuneration.

Statement of voting at the 2025 AGM

The Directors' Remuneration Report for the year ended 31

December 2024 submitted for shareholders' approval

(advisory vote) at the 2025 AGM was passed with 99.58% of

the votes cast in favour, 0.42% of the votes cast against, and

2,560,121 votes withheld.

The Directors' Remuneration Policy submitted for

shareholders' approval (binding vote), as amended at the

2025 EGM, was passed with 77.36% of the votes cast in

favour, 22.64% of the votes cast against, and 0 votes

withheld.



	Directors' remuneration report sign-off This Directors’ Remuneration Report has been prepared in accordance with the UK Companies Act 2006, the Dutch Civil Code and the Dutch Code. The Report was approved by the board of directors and it is signed on its behalf. Marta Oñoro General Counsel and Company Secretary 30 March 2026


Allfunds Annual Report 2025	www.allfunds.com			127


	Contents			Financial Statements

Financial Statements


142		Notes to the Consolidated Financial Statements
191		Company Financial Statements
192		Company statement of financial position
193		Company statement of comprehensive income
194		Company statement of changes in equity
195		Company statement of cash flows
196		Notes to the Company Financial Statements


Allfunds Annual Report 2025	www.allfunds.com			128


Contents	Financial Statements	Preparation of financial statements and statement of directors’ responsibilities

Preparation of financial statements and

statement of directors’ responsibilities

The directors are responsible for preparing this Annual

Report, including the Directors’ Remuneration Report and the

Corporate Governance Statement, and the Financial

Statements in accordance with applicable law and

regulations. These require that directors prepare the financial

statements for each financial year. As such, the directors

have prepared the Group’s consolidated financial statements

in accordance with international accounting standards in

conformity with the requirements of the Dutch Financial

Supervision Act (Wet op het financieel toezicht) and the

Dutch Civil Code (Burgerlijk Wetboek), and therefore in

conformity with United Kingdom adopted international

accounting standards and International Financial Reporting

Standards (IFRSs) as adopted by the EU. The directors have

prepared the Company’s stand-alone financial statements in

accordance with the requirements of the UK Companies Act

2006, and therefore in conformity with UK adopted

international accounting standards.

Directors must not approve the financial statements unless

they are satisfied that they give a true and fair view of the

state of affairs of the Group and the Company and of their

profit or loss for that period. In preparing these financial

statements, the directors are required to:

• select suitable accounting policies and then apply them

consistently;

• make judgements and estimates that are reasonable and

prudent;

• present information, including accounting policies, in a

manner that provides relevant, reliable, comparable and

understandable information;

• provide additional disclosures when compliance with the

specific requirements in IFRSs is insufficient to enable users

to understand the impact of particular transactions, other

events and conditions, on the Group and Company´s

financial position and financial performance;

• state whether the financial statements have been prepared

in accordance with United Kingdom adopted international

accounting standards and IFRS as adopted by the EU; and

• adopt the going concern basis unless it is inappropriate to

do so.

Directors are responsible for keeping adequate accounting

records that are sufficient to show and explain the Company’s

transactions and disclose with reasonable accuracy the

financial position of the Company and the Group and which

enable them to ensure that the accounts comply with the

applicable regulations. They are also responsible for

safeguarding the assets of the Group and hence for taking

reasonable steps to prevent and detect fraud and other

irregularities.

A copy of the Annual Report and the Financial Statements is

available on the corporate website (www.allfunds.com).

Directors are responsible for the maintenance and integrity of

information on the Company’s website.

Legislation in the UK and the Netherlands governing the

preparation and dissemination of financial statements may

differ from legislation in other jurisdictions.

Statement of directors’ responsibilities

Each of the directors in office as at the date of this Annual

Report, whose names and functions are listed in section

‘Board of directors’, confirms that to the best of his or her

knowledge:

• the Financial Statements, prepared in accordance with the

applicable set of accounting standards, give a true and fair

view of the assets, liabilities, financial position and profit or

loss of the Allfunds Group and the undertakings included in

the consolidation as a whole; and

• the Directors’ Report includes a fair review of the

development and performance of the business and the

course of events during 2025 and of the position of the

Group at year end, together with a description of the

principal risks and uncertainties that it faces.

The directors consider that the Annual Report and the

Financial Statements, taken as a whole, are fair, balanced and

understandable and provide the information necessary for

shareholders to assess the Group and the Company’s

performance, business model and strategy.

On behalf of the directors

Marta Oñoro

General Counsel and Company Secretary

30 March 2026


Allfunds Annual Report 2025	www.allfunds.com			129


Contents	Financial Statements	Independent auditor's report to the members of Allfunds Group plc

Independent auditor's report to

the members of Allfunds Group plc

Opinion

In our opinion:

• Allfunds Group plc’s group financial statements and parent

company financial statements (the “financial statements”)

give a true and fair view of the state of the group’s and of

the parent company’s affairs as at 31 December 2024 and

of the group’s loss for the year then ended;

• the group and parent company financial statements have

been properly prepared in accordance with UK adopted

international accounting standards and International

Financial Reporting Standards (IFRSs) as adopted by the

European Union; and

• the financial statements have been prepared in accordance

with the requirements of the Companies Act 2006.

We have audited the financial statements of Allfunds Group

plc (the ‘parent company’) and its subsidiaries (the ‘group’) for

the year ended 31 December 2025 which comprise:


Group		Parent company
Consolidated statement of financial position as at 31 December 2025		Company statement of financial position as at 31 December 2025
Consolidated statement of comprehensive income for the year then ended		Company statement of comprehensive income for the year then ended
Consolidated statement of changes in equity for the year then ended		Company Statement of changes in equity for the year then ended
Consolidated statement of cash flows for the year then ended		Company Statement of cash flows for the year then ended
Related notes 1 to 39 to the financial statements, including: material accounting policy information.		Related notes 1 to 15 to the financial statements including: material accounting policy information.

The financial reporting framework that has been applied in

their preparation is applicable law, UK adopted international

accounting standards and International Financial Reporting

Standards (IFRSs) as adopted by European Union.

Basis for opinion

We conducted our audit in accordance with International

Standards on Auditing (UK) (ISAs (UK)) and applicable law.

Our responsibilities under those standards are further

described in the Auditor’s responsibilities for the audit of the

financial statements section of our report. We are

independent of the group and parent company in accordance

with the ethical requirements that are relevant to our audit of

the financial statements in the UK, including the FRC’s Ethical

Standard as applied to listed entities, and we have fulfilled

our other ethical responsibilities in accordance with these

requirements.

We believe that the audit evidence we have obtained is

sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that

the directors’ use of the going concern basis of accounting in

the preparation of the financial statements is appropriate.

Our evaluation of the directors’ assessment of the group and

parent company’s ability to continue to adopt the going

concern basis of accounting included:

• Understanding of the Director's going concern assessment

process and obtaining Director's going concern assessment

covering the period of 12 months from the first date of

authorisation of the financial statements.

• Obtaining an understanding of the business planning

process, assessing the Board approved budgets and the

reasonableness and completeness of assumptions applied.

In assessing these assumptions, we considered the impact

of the current macro-economic environment in which the

group operates on future operating performance and the

principal risks affecting the group.

• Evaluating the appropriateness and conformity of the going

concern disclosure included in the annual report with the

reporting standards and management's going concern

assessment.

• Assessing the appropriateness of Projected Financial

Information (PFI) by evaluating whether revenue and cost

projections are realistic. We evaluated management's

analysis by testing the clerical accuracy and challenging the

conclusions reached, and

• Performing enquiries of management and those charged

with governance to identify risks or events that may impact

the group's ability to continue as a going concern. We also

reviewed the management paper presented to the board,

minutes of meetings of the board and regulatory

correspondence.


Allfunds Annual Report 2025	www.allfunds.com			130


Contents	Financial Statements	Independent auditor's report to the members of Allfunds Group plc

Based on the work we have performed, we have not

identified any material uncertainties relating to events or

conditions that, individually or collectively, may cast

significant doubt on the group and parent company’s ability to

continue as a going concern for twelve months from when the

financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors

with respect to going concern are described in the relevant

sections of this report. However, because not all future

events or conditions can be predicted, this statement is not a

guarantee as to the group’s ability to continue as a going

concern.

Overview of our audit approach


Audit scope	• We performed an audit of the complete financial information of Liberty Partners, S.L.U. component and parent company.
Key audit matters	• Revenue recognition of fee and commission income. • Impairment of goodwill and intangible assets from business combinations
Materiality	• Overall group materiality of € 11.50m which represents 3% of EBITDA.

An overview of the scope of the parent

company and group audits

a. Scoping

In the current year our audit scoping has been updated to

reflect the new requirements of ISA (UK) 600 (Revised). We

have followed a risk-based approach when developing our

audit approach to obtain sufficient appropriate audit evidence

on which to base our audit opinion. We performed risk

assessment procedures, with input from our component

auditors, to identify and assess risks of material misstatement

of the Group financial statements and identified significant

accounts and disclosures. When identifying components at

which audit work needed to be performed to respond to the

identified risks of material misstatement of the Group financial

statements, we considered our understanding of the Group

and its business environment, the potential impact of climate

change, the applicable financial framework, the group’s

system of internal control at the entity level, the existence of

centralised processes, applications and any relevant internal

audit results.

We then identified Liberty Partners, S.L.U. component as

individually relevant to the Group due to relevant events and

conditions underlying the identified risks of material

misstatement of the group financial statements being

associated with the reporting component and due to financial

size of the component relative to the group.

For this individually relevant component, we identified the

significant accounts where audit work needed to be

performed at this component by applying professional

judgement, having considered the group significant accounts

on which centralised procedures will be performed, the

reasons for identifying the financial reporting component as

an individually relevant component and the size of the

component’s account balance relative to the group significant

financial statement account balance.

We then considered whether the remaining group significant

account balances not yet subject to audit procedures, in

aggregate, could give rise to a risk of material misstatement

of the group financial statements. Through our audit of the

Company and the in scope component, Liberty Partners,

S.L.U. we have audit coverage of all material financial

statement line items and risks and therefore have no other

components in the scope of the audit.

Having identified the component for which work will be

performed, we determined the scope to assign to that

component.

Of the Liberty Partners, S.L.U. component selected, we

designed and performed audit procedures on the entire

financial information of the selected component (“full scope

components”). Our scoping to address the risk of material

misstatement for each key audit matter is set out in the Key

audit matters section of our report.

Involvement with component teams

In establishing our overall approach to the Group audit, we

determined the type of work that needed to be undertaken at

each of the components by us, as the Group audit

engagement team, or by component auditors operating under

our instruction.

The Group audit team continued to follow a programme of

planned visits that has been designed to ensure that the

Senior Statutory Auditor obtained necessary audit evidence

and oversight. During the current year’s audit cycle, a physical

visit was undertaken by the primary audit team to the

component team during the interim audit, followed by two

visits post the year end together with a virtual visit to a

significant branch. These visits involved discussing the audit

approach with the component team and any issues arising

from their work, meeting with local management, attending

planning and pre-closing meetings with local management

and reviewing relevant audit working papers on risk areas.

The Group audit team interacted regularly with the

component teams where appropriate during various stages of

the audit, reviewed relevant working papers and were

responsible for the scope and direction of the audit process.

Where relevant, the section on key audit matters details the

level of involvement we had with component auditors to

enable us to determine that sufficient audit evidence had

been obtained as a basis for our opinion on the Group as a

whole.

This, together with the additional procedures performed at

Group level, gave us appropriate evidence for our opinion on

the Group financial statements.

Climate change

Stakeholders are increasingly interested in how climate

change will impact Allfunds Group plc. Allfunds Group plc has

determined that the most significant future impacts from

climate change on its operations will be from its sustainability

priorities set out on pages 42-50 and the material climate-

related physical and traditional risks and commitments

explained on pages 51-60 in the required Task Force on

Climate Related Financial Disclosures and on pages 69-73 in

the principal risks and uncertainties. All of these disclosures

form part of the “Other information,” rather than the audited

financial statements. Our procedures on these unaudited

disclosures therefore consisted solely of considering whether

they are materially inconsistent with the financial statements


Allfunds Annual Report 2025	www.allfunds.com			131


Contents	Financial Statements	Independent auditor's report to the members of Allfunds Group plc

or our knowledge obtained in the course of the audit or

otherwise appear to be materially misstated, in line with our

responsibilities on “Other information”.

In planning and performing our audit we assessed the

potential impacts of climate change on the Group’s business

and any consequential material impact on its financial

statements.

The group has explained in their articulation of how climate

change has been reflected in the financial statements. There

are no significant judgements or estimates relating to climate

change in the notes to the financial statements.

Our audit effort in considering the impact of climate change

on the financial statements was focused on evaluating

management’s assessment of the impact of climate risk,

physical and transition, their climate commitments and the

effects of material climate risks disclosed on pages 51 to 60.

As part of this evaluation, we performed our own risk

assessment to determine the risks of material misstatement in

the financial statements from climate change which needed

to be considered in our audit.

We also challenged the Directors’ considerations of climate

change risks in their assessment of going concern and

associated disclosures. Where considerations of climate

change were relevant to our assessment of going concern,

these are described above.

Based on our work we have not identified the impact of

climate change on the financial statements to be a key audit

matter or to impact a key audit matter.

Key audit matters

Key audit matters are those matters that, in our professional

judgement, were of most significance in our audit of the

financial statements of the current period and include the

most significant assessed risks of material misstatement

(whether or not due to fraud) that we identified. These

matters included those which had the greatest effect on: the

overall audit strategy, the allocation of resources in the audit,

and directing the efforts of the engagement team. These

matters were addressed in the context of our audit of the

financial statements as a whole, and in our opinion thereon,

and we do not provide a separate opinion on these matters.


Risk	Our response to the risk

Revenue recognition of fee and commission income (2025: €442m ; 2024 €3442) Refer to the Accounting policies 3f (pages 200-202) and Note 23 of the Consolidated Financial Statements (page 235) Allfunds Group generates platform fee and commission revenue from fund intermediation and custody services which require multiple inputs for accurate computation. The key risk arises from the various factors affecting the calculation of revenue, including contractual terms, market values (such as Net Asset Value (NAV) and foreign exchange rates), and transaction details such as the number of shares. Errors in these inputs could lead to incorrect revenue recognition. Given the high volume of transactions and direct impact of input accuracy on revenue calculation, we have considered revenue calculation of fee and commission income as a key audit matter. In evaluating this further, we also consider the ability of the Firm to subsequently adjust revenues via a dispute process to give rise to a fraud risk of cut off in the revenue recognition of fees and commission income.	Response to Revenue recognition of fee and commission income from disputed transactions: 1. We obtained an understanding of the platform revenue streams, analysing their composition by revenue management applications and geographic regions. 2. We performed analytical procedures, including trend analysis and correlation reviews of key revenue drivers. 3. Using a sample-based approach, we tested the accuracy of data inputs related to fee and commission revenue transactions processed by Kondo and Flash. The following key transaction inputs were verified: the number of investment shares, management fees, contractual fee terms, Net Asset Value (NAV) of investments, and applicable foreign exchange rates. 4. We independently recalculated fee and commission income as computed by the Kondo and Flash systems to verify accuracy of income calculation. 5. To verify revenue recognition; on a sample basis we traced the 2025 fee and commission revenue from Kondo to corresponding payment receipts in the system. For other fee and commission income not covered by Kondo and Flash we verified transactions on a sample basis. 6. Reviewed post year-end system adjustments on the estimate of fee and commission income made in the fourth quarter of 2025 to verify that the fees recorded are correctly accrued in the 2025 financial year. 7. On a sample basis, obtained confirmation from third parties, to verify the amount of fee income accrued during the 2025 financial year. 8. Reviewed any manual journal entries on revenue for the year 2025 and revenue reversals in 2026. 9. Confirmed long outstanding balances that exceed the collection cycle of 90 days which are related to disputes to assess their recovery. 10. Reviewed fund house and distributor contracts to assess the contractual terms related to revenue recognition. 11. We evaluated the design of controls of the relevant information systems and applications by reviewing the 2025 ISAE 3402 Report of Kondo.


Allfunds Annual Report 2025	www.allfunds.com			132


Contents	Financial Statements	Independent auditor's report to the members of Allfunds Group plc


Risk	Our response to the risk

Recognition and impairment of goodwill and intangible assets from business combinations (2024: €58 million for Goodwill & €42 million Intangible assets; 2023 € 100 million) Refer to the Accounting policies 3c & 3e (pages 161-162); and Note 10 of the Consolidated Financial Statements (pages 174-179) Allfunds Group has recognised goodwill as part of past business combinations, which is subject to an annual impairment assessment. The recoverable amount of goodwill is determined using a Value in Use (VIU) calculation, which relies on management’s estimates and assumptions. The key risk arises from the possibility that these assumptions may not be reasonable or representative of the Cash Generating Unit (CGU) performance and risks, potentially leading to a misstatement in the financial statements. The assessment involves significant judgements and estimates, including: 1. Value in Use (VIU) Calculation – Estimating future cash flows based on management forecasts. 2. Discount Rate (Weighted Average Cost of Capital WACC) – Determining an appropriate rate that reflects the risk profile of the CGU. 3. Perpetual Growth Rate – Assessing long-term growth assumptions beyond the forecast period. 4. Projected Financial Information (PFI) – Evaluating whether revenue and cost projections are realistic. 5. Capital Requirements – Considering the investment needed to sustain forecasted operations. 6. Risk-Weighted Assets (RWAs) Estimation – Assessing the level of risk associated with the CGU’s assets.	Response to recognition and impairment of goodwill and intangible assets from business combinations: 1. Verified that management’s identification and classification of CGUs comply with International Accounting Standard (IAS) 36 – Impairment of Assets. 2. Assessed Projection Accuracy and Reasonableness – Evaluated the reasonableness of management’s financial projections by comparing key assumptions to market trends and industry benchmarks. Key variables include: Assets under Administration (AuA), Rebate Fees and Rebate Expenses, General and Administrative Expenses, Employee Costs and Tax Rates. 3. Evaluated Historical Projections – Compared past forecasts for AuA, rebate commissions, operating expenses, and tax rates with actual performance to assess the accuracy of management’s forecasting methods. Conducted a retrospective analysis to determine the reliability of prior estimates. 4. Reviewed the independence and qualification of the Management specialist. 5. Independently reviewed management’s specialist work. This included assessing the impairment model, comparable, and key assumptions used, ensuring their alignment with industry standards and best practices. 6. Reviewed the perpetuity growth rate (g) and the discount rate (k) is appropriate to the circumstances and risk. 7. Concluded whether the methodology used to estimate recoverable value, free cash flow, discount rate, growth rate and final cash flow (terminal value) complies with IAS 36, market practice and was appropriate to the circumstances. 8. Checked the arithmetic correctness of the projection model, estimate the recoverable value and sensitivity analysis. 9. Reviewed Risk-Weighted Asset (RWA) Calculations applied for the Dividend Discount Model (DDM). 10. Performed a reconciliation between market capitalisation and Net Asset Value (NAV) to identify potential impairment indicators at the Allfunds Group plc level.
Key observations communicated to the Audit Committee The results of our procedures identified no material misstatement in relation to the risk of incomplete or inaccurate revenue recognition from fee and commission income. The results of our procedures identified no material misstatement in relation to the risk of incorrect impairment or recognition of goodwill and intangible assets arising from business combinations.


Allfunds Annual Report 2025	www.allfunds.com			133


Contents	Financial Statements	Independent auditor's report to the members of Allfunds Group plc

Our application of materiality

b. Materiality

We apply the concept of materiality in planning and

performing the audit, in evaluating the effect of identified

misstatements on the audit and in forming our audit opinion.

Materiality

The magnitude of an omission or misstatement that,

individually or in the aggregate, could reasonably be

expected to influence the economic decisions of the users of

the financial statements. Materiality provides a basis for

determining the nature and extent of our audit procedures.

We determined materiality for the Group to be €11.5 million,

which is 3% of EBITDA. In the prior year audit Deloitte LLP

adopted a materiality of €15 million which is 5% of EBITDA.

We believe that EBITDA is an appropriate basis for

determining planning materiality being the main metric used

and monitored by stakeholders.

We determined materiality for the Parent Company to be €28

million, which is 1% of Equity. In the prior year audit Deloitte

LLP adopted a materiality of €5.1 million which is 5% of

income before tax. The users of the financial statements and

management’s key focus is on the value of its investment in

Allfunds Group through the holding of Liberty Partners, S.L.U.

Accordingly, we have used 1% of Equity .

During the course of our audit, we reassessed initial

materiality and noted no update is required to the planning

materiality.

Performance materiality

The application of materiality at the individual account or

balance level. It is set at an amount to reduce to an

appropriately low level the probability that the aggregate of

uncorrected and undetected misstatements exceeds

materiality.

On the basis of our risk assessments, together with our

assessment of the Group’s overall control environment, our

judgement was that performance materiality was 50% of our

planning materiality, namely € 5.5 million. In the prior year

audit Deloitte LLP adopted a performance materiality of €10.5

million which is 70% of planning materiality. We have set our

performance materiality at this percentage as it is our normal

practice for a first year audit.

Audit work was undertaken at component locations for the

purpose of responding to the assessed risks of material

misstatement of the group financial statements. The

performance materiality set for each component is based on

the relative scale and risk of the component to the Group as a

whole and our assessment of the risk of misstatement at that

component. In the current year, performance materiality

allocated to components was €5.5 million

Reporting threshold

An amount below which identified misstatements are

considered as being clearly trivial.

We agreed with the Audit Committee that we would report to

them all uncorrected audit differences in excess of

€0.57million, which is set at 5% of planning materiality, as well

as differences below that threshold that, in our view,

warranted reporting on qualitative grounds. In the prior year

audit Deloitte LLP adopted a reporting threshold of €0.76

million which is also 5% of planning materiality.

We evaluate any uncorrected misstatements against both the

quantitative measures of materiality discussed above and in

light of other relevant qualitative considerations in forming our

opinion.

Other information

The other information comprises the information included in

the annual report set out on pages 1-139, and pages 209-219,

other than the financial statements and our auditor’s report

thereon. The directors are responsible for the other

information contained within annual report.

Our opinion on the financial statements does not cover the

other information and, except to the extent otherwise

explicitly stated in this report, we do not express any form of

assurance conclusion thereon.

Our responsibility is to read the other information and, in

doing so, consider whether the other information is materially

inconsistent with the financial statements or our knowledge

obtained in the course of the audit or otherwise appears to be

materially misstated. If we identify such material

inconsistencies or apparent material misstatements, we are

required to determine whether this gives rise to a material

misstatement in the financial statements themselves. If,

based on the work we have performed, we conclude that

there is a material misstatement of the other information, we

are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the

Companies Act 2006

In our opinion, the part of the directors’ remuneration report to

be audited has been properly prepared in accordance with

the Companies Act 2006.

In our opinion, based on the work undertaken in the course of

the audit:

• the information given in the strategic report and the

directors’ report for the financial year for which the financial

statements are prepared is consistent with the financial

statements; and

• the strategic report and directors’ report have been

prepared in accordance with applicable legal requirements.

Matters on which we are required to report by

exception

In the light of the knowledge and understanding of the group

and the parent company and its environment obtained in the

course of the audit, we have not identified material

misstatements in the strategic report or the directors’ report.

We have nothing to report in respect of the following matters

in relation to which the Companies Act 2006 requires us to

report to you if, in our opinion:

• adequate accounting records have not been kept by the

parent company, or returns adequate for our audit have not

been received from branches not visited by us; or


Allfunds Annual Report 2025	www.allfunds.com			134


Contents	Financial Statements	Independent auditor's report to the members of Allfunds Group plc

• the parent company financial statements and the part of

the directors’ remuneration report to be audited are not in

agreement with the accounting records and returns; or

• certain disclosures of directors’ remuneration specified by

law are not made; or

• we have not received all the information and explanations

we require for our audit.

Responsibilities of directors

As explained more fully in the directors’ responsibilities

statement set out on page 141 the directors are responsible

for the preparation of the financial statements and for being

satisfied that they give a true and fair view, and for such

internal control as the directors determine is necessary to

enable the preparation of financial statements that are free

from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are

responsible for assessing the group and parent company’s

ability to continue as a going concern, disclosing, as

applicable, matters related to going concern and using the

going concern basis of accounting unless the directors either

intend to liquidate the group or the parent company or to

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

Auditor’s responsibilities for the audit of the financial

statements

Our objectives are to obtain reasonable assurance about

whether the financial statements as a whole are free from

material misstatement, whether due to fraud or error, and to

issue an auditor’s report that includes our opinion. Reasonable

assurance is a high level of assurance but is not a guarantee

that an audit conducted in accordance with ISAs (UK) will

always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are

considered material if, individually or in the aggregate, they

could reasonably be expected to influence the economic

decisions of users taken on the basis of these financial

statements.

Explanation as to what extent the audit was considered

capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-

compliance with laws and regulations. We design procedures

in line with our responsibilities, outlined above, to detect

irregularities, including fraud. The risk of not detecting a

material misstatement due to fraud is higher than the risk of

not detecting one resulting from error, as fraud may involve

deliberate concealment by, for example, forgery or intentional

misrepresentations, or through collusion. The extent to which

our procedures are capable of detecting irregularities,

including fraud is detailed below.

However, the primary responsibility for the prevention and

detection of fraud rests with both those charged with

governance of the company and management.

• We obtained an understanding of the legal and regulatory

frameworks that are applicable to the group and

determined that the most significant are those that relate to

the reporting framework (UK-adopted international

accounting standards and the Companies Act 2006) and

relevant tax compliance regulations. In addition, we

concluded that there are certain significant laws and

regulations which may have an effect on the determination

of the amounts and disclosures in the financial statements

being the relevant Bank of Spain rules and regulations

applicable to Allfunds Bank, S.A.U., the largest indirect

subsidiary of the group.

• We understood how Allfunds Group plc is complying with

those frameworks by making inquiries of those charged

with governance, management, internal audit and those

responsible for legal and compliance matters. We also

reviewed correspondence between the Group and

regulatory bodies in relevant jurisdictions; reviewed minutes

of the Allfunds Group Board and Risk Committees; and

gained an understanding of the Group’s governance

framework.

• Conducted a review of correspondence with (and reports

from) the banking regulators in relevant jurisdiction and

gained an understanding of the Group’s approach to their

governance.

• We assessed the susceptibility of the group’s financial

statements to material misstatement, including how fraud

might occur by assessing the risks of fraud in our key audit

matters. We have considered performance targets and their

potential influence on efforts made by management to

manage or influence the perceptions of analysts. We

considered the controls that the Group has established to

address risks identified, or that otherwise prevent, deter

and detect fraud, and how senior management monitors

these controls. We also considered areas of significant

judgements, complex transactions and economic or

external pressures and the impact these have on the

control environment. Where the risk was considered to be

higher, we performed audit procedures to address each

identified fraud risk.

• Based on this understanding we designed our audit

procedures to identify non-compliance with such laws and

regulations. Our procedures involved journal entry testing,

with a focus on manual journals and journals indicating

large or unusual transactions based on our understanding

of the business and enquiries of senior management. We

also enquired about the policies that have been established

to prevent non-compliance with laws and regulations by

officer and employees and the group’s methods of

enforcing and monitoring compliance with such policies. We

have also made inquiries of internal and external legal

counsel, internal audit and inspected significant

correspondence with regulators.

A further description of our responsibilities for the audit of the

financial statements is located on the Financial Reporting

Council’s website at https://www.frc.org.uk/

auditorsresponsibilities. This description forms part of our

auditor’s report.

European Single Electronic Reporting Format (ESEF)

Allfunds Group Plc has prepared the Annual Financial 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 Financial Report prepared in the

XHTML format, including the partially marked-up consolidated

financial statements as included in the reporting package by


Allfunds Annual Report 2025	www.allfunds.com			135


Contents	Financial Statements	Independent auditor's report to the members of Allfunds Group plc

Allfunds Group Plc, complies in all material respects with the

RTS on ESEF.

Management is responsible for preparing the Annual Financial

Report, including the financial statements, in accordance with

the RTS on ESEF, whereby management combines the

various components into a single reporting package.

Our responsibility is to obtain reasonable assurance for our

opinion whether the Annual Financial Report in this reporting

package complies with the RTS on ESEF.

We performed our procedures having regard for Dutch

Standard 3950N ’Assurance engagements relating to

compliance with criteria for digital reporting’. Our procedures

included amongst others:

• obtaining an understanding of the entity’s financial

reporting process, including the preparation of the reporting

package

• identifying and assessing the risks that the annual report

does not comply in all material respects with the RTS on

ESEF and designing and performing further assurance

procedures responsive to those risks to provide a basis for

our opinion, including:

◦ 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.

Use of our report

This report is made solely to the company’s members, as a

body, in accordance with Chapter 3 of Part 16 of the

Companies Act 2006. Our audit work has been undertaken so

that we might state to the company’s members those matters

we are required to state to them in an auditor’s report and for

no other purpose. To the fullest extent permitted by law, we

do not accept or assume responsibility to anyone other than

the company and the company’s members as a body, for our

audit work, for this report, or for the opinions we have formed.

Amarjit Singh

(Senior statutory auditor)

for and on behalf of Ernst & Young LLP, Statutory Auditor

London

30 March 2026


Allfunds Annual Report 2025	www.allfunds.com			136


Contents	Financial Statements	Consolidated Financial Statements

Consolidated

Financial Statements


Allfunds Annual Report 2025	www.allfunds.com			137


Contents	Financial Statements	Consolidated Financial Statements	Consolidated statement of financial position

Consolidated statement of financial position

As at 31 December 2025


		31 Dec 25	31 Dec 24
	Notes	EUR (‘000s)	EUR (‘000s)
Assets
Non-current assets
Goodwill	10	908,117	1,040,385
Intangible assets	10	864,098	956,424
Property, plant and equipment	9	21,714	23,756
Financial assets held at amortised cost	13	75,279	2,290
Deferred tax assets	8	35,494	43,313
Total non-current assets		1,904,702	2,066,168
Current assets
Assets held for sale and disposal groups	12	77,127	—
Financial assets at fair value through profit or loss	33	11,115	12,135
Financial assets held at amortised cost	13	648,403	233,334
Contract assets	14	124,953	119,840
Tax assets	8	10,111	5,525
Other assets	15	27,644	7,026
Cash and cash equivalents	16	2,550,528	2,628,100
Total current assets		3,449,881	3,005,960
Total assets		5,354,583	5,072,128
Equity and Liabilities
Non-current liabilities
Deferred tax liabilities	8	124,418	148,329
Financial liabilities held at amortised cost	17	410,732	397,935
Lease liabilities	34	10,499	11,645
Provisions	18	8,382	5,914
Total non-current liabilities		554,031	563,823
Current liabilities
Liabilities directly associated with assets held for sale and disposal groups	12	33,064	—
Financial liabilities at fair value through profit or loss	33	764	1,896
Financial liabilities held at amortised cost	17	2,794,554	2,373,134
Lease liabilities	34	6,725	6,421
Tax liabilities	8	9,669	27,662
Other liabilities	19	58,560	53,984
Total current liabilities		2,903,336	2,463,097
Total liabilities		3,457,367	3,026,920
Equity
Share capital	20a	1,504	1,527
Share premium	20a	1,925,501	1,960,203
Retained earnings		(11,585)	66,104
Treasury shares	20b	(22,833)	(6,015)
Other reserves	20c	4,629	23,389
Total equity		1,897,216	2,045,208
Total equity and liabilities		5,354,583	5,072,128

The consolidated Financial Statements were approved and authorised by the Directors of the Company on 30 March 2026 and

were signed on its behalf by:

Alvaro Perera

Chief Financial Officer

Allfunds Group plc

Company registration number 10647359

The Notes form an integral part of these Financial Statements.


Allfunds Annual Report 2025	www.allfunds.com			138


Contents	Financial Statements	Consolidated Financial Statements	Consolidated statement of comprehensive income

Consolidated statement of comprehensive income

For the year ended 31 December 2025


		31 Dec 25	31 Dec 24
	Notes	EUR (‘000s)	EUR (‘000s)
Fee, commission and service income	23	571,587	555,544
Fee, commission and service expense	24	(27,475)	(25,485)
Net Fee, Commission and Service Revenue		544,112	530,059
Interest Income	25	79,142	102,941
Interest Expense	26	(1,324)	(921)
Net Interest Income from Treasury Activities		77,818	102,020
Net Revenue	5	621,930	632,079
Employee compensation and benefits	27	(156,278)	(147,484)
General and administrative expenses	28	(102,243)	(106,810)
Other income	29	45,872	23,421
Amortisation and depreciation relating to other intangible assets and property, plant and equipment	9, 10	(43,070)	(43,362)
Amortisation of intangible assets acquired as a result of business combinations	10	(126,125)	(137,127)
Profit before finance costs, impairment losses, provisions and tax expenses		240,086	220,717
Finance costs	30	(19,879)	(27,530)
Impairment losses	31	(37,151)	(264,051)
Provisions		53	106
Gains/(losses) from assets and liabilities held for sale - Disposal groups	12	(115,586)	—
Profit/(loss) before tax		67,523	(70,758)
Tax expenses	8	(65,178)	(97,756)
Profit/(loss) after tax		2,345	(168,514)
Basic and diluted earnings per share (EUR)	32	0.0039	(0.2807)

Other comprehensive income
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign entities¹		(2,083)	(46,400)
Total other comprehensive income (loss)		(2,083)	(46,400)
Total comprehensive income / (loss)		262	(214,914)
1. No tax effect has been registered related to the exchange differences on translation of foreign entities.

The Notes form an integral part of these Financial Statements.


Allfunds Annual Report 2025	www.allfunds.com			139


Contents	Financial Statements	Consolidated Financial Statements	Consolidated statement of changes in equity

Consolidated statement of changes in equity

For the year ended 31 December 2025


	Notes	Share capital EUR (‘000s)	Share premium EUR (‘000s)	Retained Earnings EUR (‘000s)	Treasury Shares EUR (‘000s)	Other reserves EUR (‘000s)	Total equity EUR (‘000s)
Balance as at 1 Jan 2024		1,550	2,010,180	292,516	(8,860)	55,523	2,350,909
Loss for the year		—	—	(168,514)	—	—	(168,514)
Other comprehensive loss for the year		—	—	—	—	(46,400)	(46,400)
Total comprehensive loss for the year		—	—	(168,514)	—	(46,400)	(214,914)
Transactions with owners of the Company
Dividends	21	—	—	(57,898)	—	—	(57,898)
Treasury shares acquired	20b	—	—	—	(50,000)	—	(50,000)
Share capital cancellation	20a	(23)	(49,977)	—	50,000	—	—
Share based payment schemes	3g, 20c, 27	—	—	—	2,845	6,081	8,926
Other	20c	—	—	—	—	8,185	8,185
Balance as at 31 Dec 2024		1,527	1,960,203	66,104	(6,015)	23,389	2,045,208


	Notes	Share capital EUR (‘000s)	Share premium EUR (‘000s)	Retained Earnings EUR (‘000s)	Treasury Shares EUR (‘000s)	Other reserves EUR (‘000s)	Total equity EUR (‘000s)
Balance as at 1 Jan 2025		1,527	1,960,203	66,104	(6,015)	23,389	2,045,208
Profit for the year		—	—	2,345	—	—	2,345
Other comprehensive loss for the year		—	—	—	—	(2,083)	(2,083)
Total comprehensive profit for the year	20c	—	—	2,345	—	(2,083)	262
Transactions with owners of the Company
Dividends	21	—	—	(80,034)	—	—	(80,034)
Treasury shares acquired	20b	—	—	—	(80,000)	—	(80,000)
Share capital cancellation	20a	(23)	(57,605)	—	57,628	—	—
Share based payment schemes	3g, 20c, 27	—	—	—	5,554	6,226	11,780
Other	20c	—	22,903	—	—	(22,903)	—
Balance as at 31 Dec 2025		1,504	1,925,501	(11,585)	(22,833)	4,629	1,897,216

The Notes form an integral part of these Financial Statements.


Allfunds Annual Report 2025	www.allfunds.com			140


Contents	Financial Statements	Consolidated Financial Statements	Consolidated statement of cash flows

Consolidated statement of cash flows

For the year ended 31 December 2025


		31 Dec 25	31 Dec 24
	Notes	EUR (‘000s)	EUR (‘000s)
Operating activities
Profit/(loss) after tax for the period		2,345	(168,514)
Adjustment for:
Depreciation and amortisation	9, 10	169,195	180,489
Net (gain) on financial assets and liabilities at fair value	29	(1,169)	(16,657)
Net exchange differences	29	2,469	506
Impairment losses	31	37,151	264,059
Provisions	18	3,522	1,640
Interest income	25	—	—
Short term rentals		612	734
Gains/(losses) from assets and liabilities held for sale - Disposal groups		97,287	—
Finance costs	30	19,817	27,530
Tax income	8	65,178	97,756
Other adjustments	3g, 20c, 27	12,049	16,371
Profit adjusted for non-cash items		408,456	403,914
Net decrease/(increase) in operating assets
Financial assets held at amortised cost		(491,647)	48,724
Financial assets at fair value through profit or loss		2,188	18,656
Other operating assets		(25,730)	(14,047)
		(515,189)	53,333
Net increase/(decrease) in operating liabilities
Financial liabilities at fair value through profit or loss		(1,132)	630
Financial liabilities held at amortised cost		434,041	378,615
Other operating liabilities		(1,419)	(12,628)
		431,490	366,617
Payments of corporation taxes		(98,944)	(88,208)
Net cash flows generated / (used in) operating activities		225,813	735,656
Investing activities
Purchase of property, plant and equipment	9	(453)	(385)
Purchase of intangible assets	10	(112,495)	(108,590)
Cash consideration paid on acquisition of subsidiaries, net of cash acquired	11	—	—
Net cash flow used in investing activities		(112,948)	(108,975)

The Notes form an integral part of these Financial Statements.


Allfunds Annual Report 2025	www.allfunds.com			141


Contents	Financial Statements	Consolidated Financial Statements	Consolidated statement of cash flows

Consolidated statement of cash flows (continued)


		31 Dec 25	31 Dec 24
	Notes	EUR (‘000s)	EUR (‘000s)
Financing activities
Dividends paid	21	(80,034)	(57,898)
Proceeds from borrowings on revolving credit facility	17	—	42,000
Treasury share acquisition through Share buyback	20b	(80,000)	(50,000)
Loan interest paid		(19,011)	(24,304)
Lease liability payments	34	(8,923)	(8,845)
Net cash flow from / (used in) financing activities		(187,968)	(99,047)
Effect of exchange rate changes on cash and cash equivalents	29	(2,469)	(506)
Net (decrease) / increase in cash and cash equivalents		(77,572)	527,128
Cash and cash equivalents at the start of the year		2,628,100	2,100,972
Cash and cash equivalents at the end of the year	16	2,550,528	2,628,100

Additional disclosures

Included in operating activities was interest income received

which during the year to 31 December 2025 was EUR 79,142

thousand (31 December 2024: EUR 104,191 thousand).

Non-cash disclosures

During the year to 31 December 2025, xxx,xxx ordinary

shares were delivered to the beneficiaries of the Employee

share schemes (31 December 2024: 392,497 ordinary

shares).

Method used

The indirect method has been used in the preparation of the

cash flows for both the years ended 31 December 2025 and

31 December 2024.

In addition, during the year to 31 December 2025, Assets held

for resale were separately disclosed in the consolidated

statement of financial position and the consolidated

statement of comprehensive income. Please see Note 12.

The Notes form an integral part of these Financial Statements.


Allfunds Annual Report 2025	www.allfunds.com			142


Contents	Financial Statements	Notes to the Consolidated Financial Statements

Notes to the Consolidated

Financial Statements

For the year ended 31 December 2025


Allfunds Annual Report 2025	www.allfunds.com			143


Contents	Financial Statements	Notes to the Consolidated Financial Statements

1. General Information

Allfunds Group plc , (the “Company”) is a public limited company which was listed on the Euronext Amsterdam on 23 April 2021

and is domiciled in England and Wales, United Kingdom . The address of the registered office is at 2 Fitzroy Place, 8 Mortimer

Street, London , United Kingdom, W1T 3JJ.

The activities that the Company (the ultimate parent company) and its subsidiaries (the “Allfunds Group”) ultimately undertake

are as follows:

• The performance of all kinds of activities, including part of transactions and services of the banking business in general,

related thereto or permitted under current legislation and financial reporting framework applicable to the Bank of Spain;

• The acquisition, holding, use, administration, and disposal of Spanish and foreign marketable securities, shares and equity

interests in companies, in accordance with current legislation; and

• The provision of investment services and any applicable supplementary activity under current legislation.

As at 31 December 2025, the Company is 35.9% owned by LHC3 Limited (formerly LHC3 Plc), 6.1% by BNP Paribas S.A., 6.6%

by BNP Paribas Asset Management Holding (“BNPP AM”), 0.6% by the Company through Treasury Shares, while the remaining

50.8% of the ordinary shares of the Company are listed on the Euronext Amsterdam exchange.

The largest shareholder, LHC3 Limited, is in turn wholly owned by LHC2 Limited having its registered address at Third Floor, 37

Esplanade, St. Helier, Jersey, JE1 1AD. Similarly, LHC2 Limited is wholly owned by LHC1 Limited which indirectly holds its share

of the Company through LHC2 Limited and LHC3 Limited. LHC1 Limited is ultimately jointly controlled by Hellman & Friedman

LLC and its affiliates (“H&F”), and Eiffel Investment Pte Ltd, a nominated investment vehicle of GIC Special Investments Pte Ltd,

a direct subsidiary of GIC (Ventures) Pte Ltd (“Eiffel”), with a minority holding held by certain members of senior management of

the Allfunds Group.

To describe the latest situation of the offer from Deutsche Borse

2. Basis of Accounting

2.a. Statement of compliance

The consolidated financial statements for the year ended 31 December 2025 have been properly prepared on a going concern

basis and in accordance with United Kingdom International Accounting Standards and International Financial Reporting

Standards as adopted by the European Union (EU). In addition, the Financial Statements have been prepared in conformity with

the requirements of the Companies Act 2006 of the United Kingdom.

2.b. Basis of preparation

The financial statements have been prepared on the historical cost basis, except for the revaluation of financial assets and

liabilities at fair value through profit and loss.

The financial statements are presented in Euros, which is the currency of the primary economic environment in which the Group

operates (the “functional currency”) and have been rounded to the nearest thousand.

The Directors have made enquiries and, having considered the current economic climate at the time of approving the

consolidated financial statements, as well as the expected working capital requirements that the Group will have for the 12

months from the date that these financial statements are signed and issued, they have a reasonable expectation that the Group

will have adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the

going concern basis of accounting in preparing the consolidated financial statements.

2.c. Basis of Consolidation

Subsidiaries are all entities over which the parent company has control (see Note 39). The investor (parent company) controls

an investee if and only if the investor has all of the following: a) power over the investee; b) exposure, or rights, to variable

returns from its involvement with the investee; and c) the ability to use its power over the investee to affect the amount of the

investor's returns. Subsidiaries are fully consolidated from the date on which control is transferred to the parent company.

Consolidation ceases from the date in which control is lost. The acquisition method is used by the Group to account for business

combinations.

When the parent company has less than a majority of the voting rights of an investee, they consider that they have power over

the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee

unilaterally.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

All intra group assets and liabilities, equity, income, expenses and cash flows relating to transactions between the members of

the Group are eliminated on consolidation.


Allfunds Annual Report 2025	www.allfunds.com			144


Contents	Financial Statements	Notes to the Consolidated Financial Statements

2.d. New standards interpretations and amendments adopted by the Group

The following amendment and interpretation became effective during the year. The adoption has not had any significant impact

on the Group:


	Effective from
Amendments to IAS 21 - Lack of Exchangeability	1 January 2025

The following new standards, amendments and interpretations became effective after the 31 December 2025:


	Effective from
Amendments to IFRS 7 and IFRS 9 – Classification and Measurement of Financial Instruments	1 January 2026
Amendments to IFRS 7 and IFRS 9 – Contracts referencing Nature dependent Electricity Contracts	1 January 2026
Annual Improvements to IFRS Accounting Standards Volume 11	1 January 2026
IFRS 18 – Presentation and Disclosure in Financial Statements	1 January 2027
IFRS 19 - Subsidiaries without Public Accounting Disclosures	1 January 2027
Amendments to IAS 21 - Translation to a Hyperinflationary presentation currency	1 January 2027

The Group has not early adopted any of these or any other standard, interpretation or amendment that has been issued but is not

yet effective. Management believe that the early adoption of these standards would not have a significant impact on the Group

even in the case of IFRS 18 considering the nature of activities of the Group.

2.e. Climate related change

Allfunds' business is principally that of funds distribution by acting as an intermediary through connecting Distributors and Fund

houses with financial products. As such, Allfunds cannot control or influence the activities of these counterparties with regards

to selection of other counterparties, service providers or the financial products selected.

Due to the nature of the assets which Allfunds holds, with significant balances in both goodwill and intangible assets, most

notably being the current relationships with clients and the cooperation and exclusivity agreements, and further the fact that the

counterparties with which the Group uses, mostly being regulated financial institutions, the climate related changes and effects

are minimal.

Considering this, the effects of climate related changes and the risks associated were considered when preparing these

financial statements. However, due to acting as an intermediary for the counterparties, the impact on the financial statements is

limited with no material effect.

3. Material Accounting Policy Information

The Group's accounting policies have been appli ed consistently by all Group entities and for all periods presented herein.

3.a. Foreign currency translation

Foreign currency transactions are translated into the functional currency using 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, with the foreign currency difference recognised in other operating income/(expense) in the

consolidated statements of comprehensive income.

Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated into the

Euro 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.

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are

translated into euros at the exchange rates at the reporting date. The income and expenses of foreign operations are translated

to euros at the exchange rates at the date of the transactions.

Foreign currency differences are recognised in other comprehensive income and presented in other reserves (translation

reserve) of equity.

3.b. Financial Instruments

Financial assets and financial liabilities are recognised in the consolidated statement of financial position when the Group

becomes a party to the contractual provisions of the instrument.


Allfunds Annual Report 2025	www.allfunds.com			145


Contents	Financial Statements	Notes to the Consolidated Financial Statements

i. Financial assets

Financial assets are classified according to the business model within which the asset is held and the contractual cash-flow

characteristics of the asset.

ii. Cash and cash equivalents

Cash and cash equivalents include cash in hand, on-demand deposits with banks, balances required to be held at Central Banks

and other short-term highly liquid investments that have original maturities of three months or less and that are readily

convertible to known amounts of cash. These are subject to an insignificant risk of changes in value and are held for the

purpose of meeting short term cash requirements.

Where appropriate, bank overdrafts, which cannot be netted, are shown within borrowings in current liabilities in the

consolidated statement of financial position.

iii. Financial assets at amortised cost

The Group’s financial assets at amortised cost comprise time deposits from credit institutions, receivables from customers and

debt securities.

Financial assets at amortised cost are initially recognised at fair value including any directly attributable costs and they are

subsequently measured using the effective interest method, less any impairment. Financial assets at amortised cost are

derecognised when the contractual rights to the cash flows from the asset expire or have been transferred.

Trade and other receivables are initially recorded at the fair value of the amount receivable and subsequently measured at

amortised cost using the effective interest method, less any provision for impairment.

Impairment of financial assets

To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and

number of days past due, except for those impairment losses estimated on an individual basis. The Group considers a trade

receivable to be in default when it is past due by more than 90 days since agreement. This approach is consistent with the

expectations and requirements of the Banking Regulator for the Group´s most significant subsidiary, Allfunds Bank, S.A.U. The

carrying amount of the financial assets would be fully provided for after two years past due. When a trade receivable is

considered uncollectible, it is written off against the provision. Subsequent recoveries of amounts previously written off are

credited against the provision. Changes in the carrying amount of the provision are recognised in the income statement. Please

see Note 6.b.

iv. Financial assets at fair value through profit and loss

Financial assets at fair value through profit and loss are assets derived from a business model where the objective is to obtain

contractual cash flows and to sell those instruments, but the contractual cash flows do not comply with the requirements of the

Solely Payments of Principal and Interest ("SPPI") test. These assets are recognised in the consolidated statement of financial

position and measured upon acquisition at fair value and changes in the fair value are recognised, when applicable, under the

heading gains or losses on financial assets at fair value through profit and loss within the other operating income/(expense).

Please see Note 29.

v. Financial liabilities

Financial liabilities are classified according to the substance of the contractual arrangements entered into.

vi. Financial liabilities at amortised cost

The Group’s financial liabilities at amortised cost comprise of cash held in demand accounts from both credit and non-credit

institutions, amounts owed regarding the revolving credit facility, which is classified as a long-term liability, as well as other

financial liabilities. These other financial liabilities include funds temporarily held on behalf of Distributors due to orders of

transfers of investments in UCIs received, which were yet to be settled at the period end, tax collection accounts due within 30

days, and other payment obligations.

Financial liabilities are initially recorded at fair value, net of transaction costs. They are subsequently measured at amortised

cost using the effective interest rate. Financial liabilities at amortised cost are derecognised when the Group's contractual

obligations are discharged, cancelled or they expire.

Trade and other payables consist of amounts payable to clients and other counterparties and obligations to pay suppliers for

goods and services in the ordinary course of business, including amounts recognised as accruals. Trade and other payables are

measured at amortised cost using the effective interest method.

vii. Lease liabilities

Lease liabilities consist of amounts payable by the Group measured at the present value of lease payments to be made over the

lease term. Please see Note 3.i.

viii. Derivative financial instruments

The Group enters into derivative financial instruments, mainly for foreign exchange spot and forward contracts, to manage its

exposure to foreign exchange rate risk.


Allfunds Annual Report 2025	www.allfunds.com			146


Contents	Financial Statements	Notes to the Consolidated Financial Statements

Derivatives are initially recognised at fair value at the date the contract is entered into and are subsequently remeasured to fair

value at each statement of financial position date, with the resulting gain or loss being recognised in comprehensive income.

A derivative with a positive fair value is recognised as a financial asset whereas a derivative with a negative fair value is

recognised as a financial liability. A derivative is presented as a non-current asset or a non-current liability if the remaining

maturity of the instrument is more than 12 months and it is not expected to be realised or settled within 12 months from the

reporting date. Other derivatives are presented as current assets or current liabilities.

3.c. Goodwill

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in

the acquiree, and the fair value of the acquirer's previously held equity interest in the acquiree (if any) over the net of the

acquisition date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the

acquisition date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration

transferred, the excess is recognised immediately in profit and loss as a bargain purchase gain.

Goodwill is not amortised but is reviewed for impairment, as part of the cash-generating unit (“CGU”) to which it belongs, at

least annually. The cash-generating unit is the smallest group of assets that includes the goodwill and generates cash inflows

that are largely independent of the cash inflows from other assets or groups of assets. Identification of an asset’s cash-

generating unit involves judgement. For the purpose of impairment testing, goodwill acquired as part of a business combination

is allocated to each of the Group’s cash-generating units expected to benefit from the synergies of the combination. Cash-

generating units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an

indication that the unit may be impaired.

If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is

allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-

rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill cannot be

reversed in a subsequent period. On disposal of a cash-generating unit, the attributable amount of goodwill is included in the

determination of the gain or loss on disposal.

3.d. Property, Plant and Equipment

Items of property, plant and equipment are stated at historical cost less accumulated depreciation. Historical cost includes

expenditures that are directly attributable to the acquisition of the items.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is

probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured

reliably. All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred.

The Group depreciates property, plant and equipment on a straight-line basis for both years ended 31 December 2025 and 31

December 2024, over the following periods:


Furniture and fixtures	3-10 years
Computer hardware	3-4 years

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

3.e. Intangible Assets (other than goodwill)

Intangible assets are identifiable non-monetary assets without physical substance which arise as a result of a legal transaction

or which are developed internally by the Group, where applicable. Only assets whose cost can be reasonably estimated

objectively and from which the Group considers it probable that future economic benefits will be generated are recognised.

Intangible assets comprise IT developments, IT technological platforms, current relations with clients, current relations with

clients through cooperation agreements, current relations with clients through exclusivity agreements, brand names, and sub-

distribution agreements. These are stated at cost less amortisation less any recognised impairment loss. Amortisation is

provided on all intangible assets excluding goodwill at rates calculated to write off the cost or valuation, less estimated residual

value, of each asset evenly using a straight-line method over its estimated useful economic life for both years ended 31

December 2025 and 31 December 2024, are as follows:


IT developments	3-10 years
IT technological platforms	5-5.1 years
Current relations with clients	13.6-20 years
Current relations with clients through cooperation agreements	12-16.5 years
Brand names	16.5 years
Exclusivity agreements	2-10 years


Allfunds Annual Report 2025	www.allfunds.com			147


Contents	Financial Statements	Notes to the Consolidated Financial Statements

The assets’ estimated useful lives, amortisation rates and residual values are reviewed, and adjusted if appropriate at the end of

each reporting period. An asset’s carrying value is written down immediately to its recoverable amount if its carrying value is

greater than the recoverable amount.

IT Development costs are directly attributable to the design and testing of identifiable and unique platforms and software

products, controlled by the Group and which are recognised as intangible assets when the following criteria are met:

• it is technically feasible to complete the software product so that it will be available for use;

• management intends to complete the software and use or sell it;

• there is an ability to use or sell the software;

• it can be demonstrated how the software will generate probable future economic developments;

• adequate technical, financial and other resources to complete the development and to use or sell the software are available; and

• the expenditure attributable to the software during its development can be reliably measured.

Directly attributable costs that are capitalised as part of the software include employee costs and an appropriate portion of

relevant overheads.

Capitalised IT development costs are recorded as intangible assets and amortised from the point at which the asset is ready for use.

An intangible asset is derecognised upon disposal (that is at the date the recipient obtains control) or when no future economic

benefits are expected from its use or disposal. Any gain or loss arising upon derecognition of the asset (calculated as the

difference between the net disposal proceeds and the carrying amount of the asset) is included in the statement of profit or loss.

Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the

higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on

available data from binding sales transactions, conducted at arm`s length, for similar assets or observable market prices less

incremental costs of disposing of the asset. The value in use calculation is based on either the Discounted Cash Flow ("DCF") or

the Dividend Discount Model ("DDM"), depending on the CGU, and the methodology used to calculate the fair value less cost of

disposal was the income approach. Forecast performance figures do not include future investments that will enhance the

performance of the assets of the CGU being tested.

3.f. Revenue recognition

Fee, commission and service revenue

The Group identifies revenue to be recognised in accordance with the provisions of the agreements signed with customers. The

services can be differentiated according to the type of service, as detailed further below. The Group recognises contract assets

and liabilities in accordance with IFRS 15 as a result of the balances generated for accrued fee, commission and service

revenues.

Platform revenue:

Includes those directly related to the market value of the volume of Assets under Administration ("AuA"). Platform Revenues can

be divided into Asset-Based Revenues, Transaction-Based Revenues and Net Treasury Income.

The Group considers that the service is provided, and the performance obligation satisfied, when subscription and redemption

of UCIs are settled and accordingly the positions are allocated in the clients' securities accounts, or when the services are

rendered and completed in the case of Transaction-Based Revenues.

Asset-Based Revenues:

Revenue is recognised in the period in which the performance obligation is being satisfied, in accordance with the volume of

activity and the contractual price, according to two models, described below:

• Non-Rebate Model: Under the Non-Rebate Model, a Platform Service Fee is charged to the Fund House as a fee margin on

the volume of the Fund House’s AuA on the Allfunds Platform in exchange for bundled services provided by Allfunds to the

Fund House, comprising of, but not limited to, intermediation and execution services, distribution channel access, and

• Rebate Model: Under the Rebate Model, applicable primarily for retail share classes, Allfunds receives a Platform Service Fee

for the services it provides, in line with the Non-Rebate Model. In addition, Allfunds, in certain circumstances, retains a

percentage of the gross rebate paid to the Distributor, based on agreements in place with each Fund House and individual

Distributor. The gross rebate is calculated based on the Fund House’s annual management charge for each UCI.

In both the Rebate Model and the Non-Rebate Model, the Group charges fees on a quarterly basis for all the services it

provides. The Group calculates and accrues these fees daily based on daily AuA.


Allfunds Annual Report 2025	www.allfunds.com			148


Contents	Financial Statements	Notes to the Consolidated Financial Statements

In accordance with IFRS 15 – Revenue from Contracts with Customers, when a third party intervenes in the supply of goods or

services to a customer, the entity shall determine whether its promise is a performance obligation to provide the specified

goods or service (i.e. the entity acts as principal) or to arrange for the supply or those goods or services by the third party (i.e.

the entity acts as agent). The entity will determine whether to act as principal or agent with respect to each of the specified

goods or services promised to the customer. In this regard, the Group has concluded that it does not act as principal for the

investment fund distribution service under the Rebate Model. When a third party is involved in the delivery of goods, or the

provision of services to a customer, the company acting as principal controls the specified good or service before its transfer to

the customer, control referring to the ability to direct the use of the good or service and obtain its remaining benefits. Among

others, the following indicators will be considered:

• Responsibility to act as principal if it is primarily responsible for fulfilling the promise to provide the specified goods or

service, including responsibility for its acceptance and conformity to the customer's specifications: Allfunds is not acting

as principal for fulfilling the promise to distribute, as it lacks its own network and has no control over the service provided by

the Distributor to the Fund Managers prior to its transfer and has no discretion to accept or reject purchases and sales of

investment funds. In addition, the Group can not influence which funds the Distributor actually markets nor its activity towards

a specific Fund Manager.

• Inventory Risk: The Company will act as principal if it assumes the inventory risk associated with the transfer, which may

imply exposure to return risk by the customer: By obtaining the services, nor committing to obtain the services before the

Distributor markets the investment fund, the Group does not obtain any prior benefit. So Allfunds is not exposed to the

inventory risk, given that only the Distributor is remunerated for the transaction executed. The Group does not assume risks of

insolvency in which the Fund Manager or Distributor may be exposed to (nor is it responsible for late payments of commissions).

Any advance made by the Group to the Distributor without having received the reimbursed amount from the Fund Manager would

be returned.

• Setting prices: Will act as principal if it has the power to set the price for the specified good or service, which indicates

control over the use and economic benefits associated with it: There are limitations and restrictions imposed by Fund

managers and Distributors to set the level of the distribution commission (pricing policies of the Fund Managers, existence of

prior agreements and bilateral agreements).

Due to the above, the Group has concluded that it does not act as principal in the performance obligation linked to the

distribution of funds.

Transaction-Based Revenues:

Consists of transaction charges related to the number of transactions. While correlated with AuA, these fees are charged on a

transactional basis and are driven by both the volume and the value of the transactions. Transaction-based net platform

revenue includes, but is not limited to, fees earned from the Group’s local paying agent services, its foreign exchange services,

and ETF services.

Net Treasury Income:

These consist mainly of accrued interest managed by the Treasury business area by investing the liquidity generated by the

intermediation and distribution activities of UCIs with Distributors and Fund Houses in a variety of financial instruments in a

"Held to Collect" business model with the aim of generating recurring revenue. The assets under this category are subsequently

measured at amortised cost, after initial recognition, using the "Effective Interest Rate" method. The contractual characteristics

of these financial instruments meet the SPPI test whereby the contractual terms of the financial asset give rise to cash-flows on

specified dates that are solely payments of principal and interest on the principal amounts outstanding.

Subscription and other revenues:

These include:

• Financial, legal or banking services: the service is provided and the performance obligation satisfied at a point in time. The

commissions and fees are invoiced at the time the service is rendered in accordance with the economic terms fixed in the

agreement. The performance obligation is satisfied once the service has been performed, and revenue is recognised accordingly.

• Information delivery services: the service is provided and the performance obligation satisfied over a period of time in

accordance with the contract. The service is invoiced according to the conditions and fixed pricing included in the contract -

monthly, quarterly or annually. The performance obligation is satisfied over a period of time as defined in the contract, and the

revenue is recognised pro-rata over this same period.

• Environmental, Social and Governance ("ESG") related services: providing investment strategies via model portfolios and

empowered reporting, a specialized ESG information delivery services. The performance obligations are satisfied once the

service has been performed and when the data is being provided over a period, respectively.

Fee, commission and service expenses

Fee, commission and service expenses comprise expenses for third parties, Distributors, and other parties.


Allfunds Annual Report 2025	www.allfunds.com			149


Contents	Financial Statements	Notes to the Consolidated Financial Statements

Net revenue

Net revenue is comprised of fee, commission and service revenue recognised under IFRS 15 less fee, commission and service

expense, plus the interest income from treasury activities. Net revenue includes the results of all the principal products and

services offered by Allfunds to the Wealth Management industry, reflecting the integral interrelationship between revenue

generated and the expenses concurrently incurred.

3.g. Employee Benefits

3.g. i. Short-term obligations

Liabilities for wages and salaries, including non-monetary benefits and accumulated sick leave that are expected to be settled

wholly within 12 months after the end of the period in which the employees render the related service, are recognised in respect

of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when the

liabilities are settled. The liabilities are presented within other liabilities in the consolidated statement of financial position, as

long as there is no right to deferral.

3.g. ii. Long term objectives

3.g. iii. Post-employment obligations – defined contribution plans

The Group’s post-employment obligations to its employees are deemed to be “defined contribution plans” where the Group makes

pre-determined contributions to a separate entity and will have no legal or constructive obligation to make further contributions

if the separate entity cannot pay the employee benefits relating to the service rendered in the current and prior periods.

The contributions are recognised as employee benefit expense when they are due. Prepaid contributions are recognised as an

asset to the extent that a cash refund or a reduction in the future payments is available.

3.g. iv. Post-employment obligations – defined benefit plans

As of 31 December 2025, the Group maintains pension commitments with respect to certain employees of the Italian and Swiss

branches of the Group's indirect subsidiary, Allfunds Bank, S.A.U. which, in accordance with the provisions of the applicable

regulations, meet the conditions to be considered defined benefit plans. The Group records within provisions in the consolidated

balance sheet the present value of these post-employment defined benefit obligations.

3.g. v. Employee Share schemes

In 2025, the Board of Directors of the Company approved the launch of a Long-Term Incentive Plan (LTIPs) as a share-based

payment scheme of Allfunds Group plc applicable to Executive Directors, Senior Management and other employees of the

Group. This continues a trend from previous years since 2021. There are now three current cycles of LTIP schemes active.

These schemes have been granted and are divided into two types of incentives:

a. A share incentive granted to executive directors, senior management and key employees, linked to the beneficiary's

permanence in Allfunds until the payment date and the degree of achievement of two metrics:

i. The evolution of the Total Shareholder Return (TSR) of Allfunds Group plc compared to the evolution of the TSR of a

group of comparable companies, and

ii. The ratio of the Group`s Adjusted EBITDA compared to the budgeted Adjusted EBITDA over an agreed performance

period.

b. A share incentive granted to other LTIP beneficiaries, linked solely to the employee's permanence in Allfunds until the date of

payment of the incentive, which was executed in two equal instalments at the beginning of 2023 and 2024 for the first cycle

and will be executed at the beginning of 2025 and 2026 for the second and third cycles respectively.

There are now four current cycles of LTIP share based schemes pending execution in which no shares have been granted to

any individual scheme member. These schemes have planned execution dates at the beginning of 2025, 2026 and 2027

respectively. The incentive plans are subject to standard malus and clawback clauses normal in this type of remuneration plan.

In addition, the long term compensation plan for identified members xxxxxx

3.g. vi. Termination Benefits

Termination benefits are payable when employment is terminated by the Group before the normal retirement date, or when an

employee accepts voluntary redundancy in exchange for these benefits. The Group recognises termination benefits at the

earlier of the following dates: (a) when the Group can no longer withdraw the offer of those benefits; and (b) when the entity

recognises costs for a restructuring that is within the scope of IAS 37 and involves the payment of terminations benefits. In the

case of an offer made to encourage voluntary redundancy, the termination benefits are measured based on the number of

employees expected to accept the offer. Benefits falling due more than 12 months after the end of the reporting period are

discounted to present value.


Allfunds Annual Report 2025	www.allfunds.com			150


Contents	Financial Statements	Notes to the Consolidated Financial Statements

3.h. Income Tax

Current tax expense or benefit is based on the taxable profit for that year. Taxable profit differs from the profit as reported in

the consolidated statement of comprehensive income because it excludes items of income or expenses that are taxable or

deductible in other years and it further excludes items that are never taxable or deductible.

Current tax assets and liabilities are measured as the amount expected to be paid to tax authorities, net of recoveries based on

the tax rates and laws enacted or substantively enacted at the date of the statement of financial position. The Group

periodically evaluates positions taken in the tax returns for situations in which applicable tax regulations are subject to

interpretation and establishes provisions where appropriate.

Deferred tax liabilities are provided for using the liability method on temporary differences between carrying amounts of assets

and liabilities for financial reporting purposes and the amounts used for taxation purposes. However, deferred tax liabilities are

not recognised if they arise from the initial recognition of goodwill. Deferred tax is also not accounted for if it arises from initial

recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects

neither accounting nor taxable profit or loss.

Deferred tax assets are recognised for all deductible temporary differences and are carried forward as unused tax losses, to the

extent that it is probable that the deductions and tax losses can be utilised. The carrying amounts of deferred tax assets are

reviewed at each date of the statement of financial position and reduced to the extent it is no longer probable that the deferred

or current tax assets will be recovered. Unrecognised deferred tax assets are reassessed at each reporting date and are

recognised to the extent that it has become probable that future taxable income will allow the deferred tax asset to be

recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to prevail in the period when the

asset is realised or the liability settled, based on the tax rates and laws that have been enacted or substantively enacted at the

dates of the statements of financial position.

Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive

income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to

settle on a net basis, or to realise the asset and settle the liability simultaneously.

3.i. Leases

The Group assesses at contract inception whether a contract is, or contains, a lease, that is, if the contract conveys the right to

control the use of an identified asset for a period of time in exchange for consideration. In accordance with IFRS 16, the Group

applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value

assets. The Group applies the short-term lease recognition exemption to its short-term leases (that is, those leases that have a

lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of

low-value assets recognition exemption to leases that are considered to be low value. Lease payments on short-term leases

and leases of low-value assets are recognised as expense on a straight-line basis over the lease term.

In all other cases the Group recognises a right-of-use asset representing its right to use the leased asset under “Property, plant

and equipment” in the consolidated statement of financial position (see Note 9), and a lease liability representing its obligation to

make lease payments under “Lease liabilities” in the consolidated statement of financial position (see Note 34). The depreciation of

the right-of-use asset is recognised under “Amortisation and depreciation relating to other intangible assets and property, plant

and equipment" (see Notes 9 and 10), and the finance cost associated with the lease liability under “Interest expense" (see Note 30).

The Group recognises right-of-use assets at the commencement date of the lease, that is, the date the underlying asset is

available for use. Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and

adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the initial amount of lease liabilities

recognised, adjusted for any initial direct costs incurred, and lease payments made at or before the commencement date less

any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term

and the estimated useful lives of the assets for both the year ended 31 December 2025 and 31 December 2024 are as follows:


Vehicles	4 years
Computer hardware	5 years
Buildings	2–10 years

If ownership of the leased asset transfers to the Group at the end of the lease term or the cost reflects the exercise of a

purchase option, depreciation is calculated using the estimated useful life of the asset.

At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments

to be made over the lease term. The lease liabilities also include the exercise price of a purchase option reasonably certain to be

exercised by the Group and payments of penalties for terminating the lease, if the lease term reflects the Group exercising the

option to terminate. There are no variable lease payments or expected payments under residual value guarantees.

The lease liabilities are measured at amortised cost using the effective interest method.


Allfunds Annual Report 2025	www.allfunds.com			151


Contents	Financial Statements	Notes to the Consolidated Financial Statements

In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement

date because the interest rate implicit in the lease is not readily determinable. The incremental borrowing rate has been

constructed as the country risk-free rate for a period similar to the term of the lease, plus an adjustment for the lessee's credit

risk (spread), plus an adjustment for the exchange rate, in the event that the currency of the lease contract is different from the

reference currency of the country in which the lessee operates, and finally the possibility of making an adjustment for the risk

associated with the type of asset being leased is analysed.

After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the

lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the

lease term as a result of a change in the Group’s assessment of whether it will exercise an extension or termination option, a

change in the future lease payments arising from a change in an index or rate or if there is a revised in-substance future lease

payment, or a change in the assessment of an option to purchase the underlying asset.

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-

use asset or is recorded in the profit or loss within the consolidated statement of comprehensive income if the carrying amount

of the right-of-use asset has been reduced to zero.

3.j. Business Combinations

Acquisitions of subsidiaries and businesses are accounted for using the acquisition method of accounting pursuant to IFRS 3.

The cost of an acquired business is assigned to the tangible and intangible assets acquired and the liabilities assumed on the

basis of their fair value at the date of acquisition. The consideration transferred is calculated as the sum of the acquisition-date

fair values of assets, liabilities and the equity interest issued by the Group in exchange for control of the acquiree. Any excess of

purchase prices over their fair value of the net tangible and intangibles assets is allocated to goodwill.

Acquisition-related costs are recognised in the profit or loss within the consolidated statement of comprehensive income as

incurred and included in "Legal and professional costs" within other expenses (see Note 28).

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination

occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts

are adjusted during the measurement period (being no longer than one year from the acquisition date), or additional assets or

liabilities are recognised, to reflect new information obtained about facts and circumstances that existed as of the acquisition

date that, if known, would have affected the amounts recognised as of that date.

3.k. Provisions

Provisions are recognised when the Group has a present obligation, legal or constructive, as a result of a past event, and it is

probable that the Group will be required to settle that obligation and a reliable estimate can be made of the amount of the

obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the

statement of financial position date, taking into account the risks and uncertainties surrounding the obligation. Where a provision

is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those

cash flows, where the effect of the time value of money is material.

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a

receivable is recognised as an asset if it is virtually certain that reimbursement will be received, and the amount of the

receivable can be measured reliably.

3.l. Treasury Shares

Own equity instruments that are reacquired (treasury shares) are recognised at cost and deducted from equity. No gain or loss

is recognised in profit or loss on the purchase, sale, issue or cancellation of the Group`s own equity instruments. Any gains or

losses arising on their disposal are credited or debited, as appropriate, within Retained Earnings in the consolidated statement of

financial position.

3.m. Assets and Liabilities held for sale - Disposal Group

The Group classifies certain non‑current assets and disposal groups as assets held for sale when their carrying amount is

expected to be recovered principally through a sale transaction rather than through continuing use. Classification as held for

sale requires that the assets are available for immediate sale in their present condition and that the sale is highly probable, with

an active program in place to identify a buyer and complete the transaction within approximately twelve months from the date of

classification. Assets whose sale was originally expected to be completed within this period but has been delayed due to

circumstances beyond the Group’s control may continue to be classified as held for sale, provided there is sufficient evidence

that the commitment to sell remains firm.

In accordance with IFRS 5, assets and liabilities being held for resale are to be presented separately in the Statement of

Financial Position and shown at the lower of the carrying amount and fair value less costs to sell. Details of these assets and

liabilities can be found in Note 12.


Allfunds Annual Report 2025	www.allfunds.com			152


Contents	Financial Statements	Notes to the Consolidated Financial Statements

Amounts relating to assets held for sale, or assets forming part of a disposal group, that have been recognised in other

comprehensive income are reclassified, where applicable, to the line item “Gain / (losses) from assets and liabilities held for sale

- Disposal Groups”. This presentation requirement is not applied retrospectively to comparative statements of financial position

presented in the consolidated financial statements

4. Critical Accounting Judgements and Key Sources of Estimation Uncertainty

The preparation of the financial statements requires the use of accounting estimates which, by definition, will seldom equal the

actual results. Management also exercises judgement in applying Allfunds Group's accounting policies. Detailed below is an

overview of the areas that involve a higher degree of judgement or complexity, and of items which are more likely to be

materially adjusted due to estimates and assumptions being revised based on actual experience.

4.a. Critical judgements in applying the Group's accounting policies

• Useful lives of intangible assets with finite lives – The determination of the useful economic life of intangible assets is

considered a management judgment. Adjustments to the financial statements could occur as a result of changes in the

expected useful life or the expected pattern of consumption of future economic benefits of the asset. See further information

in Note 10.

• The Group has exclusivity agreements with certain counterparties, which have an extension option, which allows the Group

access to their underlying clients. The Group amortises the relationships with the underlying customers over the useful

economic life whereby an applicable churn rate is applied. Management has made judgements in considering these useful

economic life periods and the churn rate. Please see Note 10.

• Taxes – Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be

available against which the losses can be utilised. Significant management judgement is required to determine the amount of

deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits, together with

future tax planning strategies. Please see Note 8.

4.b. Key sources of estimation uncertainty

• Business Combinations - The determination of fair values acquired and liabilities assumed required management to make

estimates and use valuation techniques when market values are not readily available. See further information in Note 11.

• Impairment of non-financial assets - The recoverable amount of non-financial assets is sensitive to the discount rate used to

calculate the present terminal value of the investment and the growth rate used for extrapolation purposes. These estimates

are most relevant to goodwill and the other intangibles with indefinite useful lives recognised by the Group. The key

assumptions used to determine the recoverable amount for the different CGUs, including sensitivity analysis, are disclosed

and explained in Note 10.

5. Operating Segments

The Allfunds Group's revenues are generated through its global operations, primarily in Europe. The Allfunds Group reports its

results of operations through the following two reportable segments: net platform revenue and net subscription and other revenues.

• Net platform revenue is generated from Asset-based revenues, Transaction-based revenues and Treasury revenues.

• Asset-based revenues are generated based on a daily fee calculated on the amount of each Fund House's outstanding AuA

in UCIs on the platform, according to the Service fee model or the Rebate Commission fee model.

• Transaction-based revenues are related to AuA but are charged on a per-transaction basis rather than based on the

underlying AuA volume.

• Net treasury income consists mainly of accrued interest originated from investing the liquidity generated on the Platform in a

variety of types of financial instruments (the contractual characteristics of these financial instruments meet the “SPPI” test”) in

a "Held to collect" business model.

• Net subscription and other revenues include Allfunds Connect and digital add-on solutions through, among others, Allfunds

Digital Solutions and Allfunds Data Analytics, as well as the Allfunds Group’s fund research and investment services and legal

and compliance services. Allfunds generates income from subscription and other services related to its digital solutions and

tools and other investment and legal solutions.

The chief operating decision makers (the Executive Committee), regularly review the performance of each of these distinct

revenue-generating services, and the Company has determined that these represent the operating segments of the Group. On a

segment basis, the Executive Committee is solely reviewing net revenue in order to steer each of the operating segments.

Interest expense, interest income, segment assets and segment liabilities are consistent with those included in these financial

statements and no adjustments are required to arrive at the relevant totals for the segments; it is impracticable to split these

amounts and balances between the two segments. No additional profitability or balance sheet metrics are reviewed at the


Allfunds Annual Report 2025	www.allfunds.com			153


Contents	Financial Statements	Notes to the Consolidated Financial Statements

segment level by the chief operating decision makers. The operating segments have not been aggregated; thus, the reportable

segments are equivalent to the operating segments. Revenues, and their associated expenses for each segment, are recognised

in accordance with the same accounting principles and policies as those used to prepare the consolidated financial statements.

The information in the following tables is derived from the Allfunds Group’s internal financial reporting used for corporate

management purposes:


	For the year ended
	31 December 2025	31 December 2024
	EUR (‘000s)	EUR (‘000s)
Platform revenue	601,381	591,883
Asset-based revenue	401,988	378,727
Transaction-based revenue	120,251	110,215
Net Treasury Income	79,142	102,941
Platform expense	(28,799)	(26,406)
Asset-based expense	(27,475)	(25,485)
Transaction-based expense	—	—
Net Treasury expense	(1,324)	(921)
Net platform revenue	572,582	565,477
Subscription and other revenues	49,348	66,602
Subscription and other expenses	—	—
Net subscription and other revenues	49,348	66,602
Total Net Revenue	621,930	632,079
No single customer contributed 10% or more to the Allfunds Group’s revenue in either the year to 31 December 2025 or 31 December 2024.

6. Financial Risk Management

This Note explains the Group's exposure to financial risks and how these risks could affect the Group's future financial

performance. Current year profit and loss information has been included where relevant to add further context.

The Group's risk management is carried out by the Directors of the Company and each of the Company's subsidiaries. As such,

this risk management function has been delegated to the relevant department within a specific Group company. The Directors

or the relevant department identify, evaluate and hedge financial risks.

6.a. Market risk

Market risk is defined as the risk to which the Group is exposed in terms of a potential adverse impact on its consolidated

statement of comprehensive income due to fluctuations in interest rates, currency exchange rates and the market prices of

instruments included in the Group's trading portfolio, where they exist.

The Group does not have significant positions on or off the consolidated statement of financial position that might be affected

by fair value risk relating to interest rate and price risks, except those that are strictly necessary for compliance with regulatory

requirements in connection with liquidity and currency exchange derivative hedging to mitigate the risk in the main currencies to

which it is exposed.

6.a.i. Foreign exchange risk

Foreign currency risk is defined as the risk that the fair value or future cash flows of a financial instrument will fluctuate because

of changes in foreign exchange rates.

As the Group operates internationally and is exposed to foreign exchange risk arising from foreign currency transactions, foreign

exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is

not the functional currency of the relevant Group entity. The risk is measured through the Risk Control Unit of Allfunds Bank

Group which forecasts likely foreign currency expenditure. In addition, the management of Allfunds Bank Group receive daily

reports on the exposure and impact on the statement of comprehensive income of Allfunds Bank Group due to currency

fluctuations and any measures implemented to mitigate open risks.

In order to mitigate the aforementioned foreign exchange risk, Allfunds Bank Group, which has the largest exposure to non-

reporting currencies within the Group, have set a cap on the net positions in foreign currencies.


Allfunds Annual Report 2025	www.allfunds.com			154


Contents	Financial Statements	Notes to the Consolidated Financial Statements

The Group's exposure to foreign currency risk at the end of the reporting period, expressed in Euros, was as follows:


	2025				2024
	EUR (‘000s)				EUR (‘000s)
	USD	GBP	CHF	Other	USD	GBP	CHF	Other
Assets
Cash, and cash equivalents	319,586	107,402	87,404	112,372	144,401	2,167	32,909	4,920
Financial assets held at amortised cost	413,637	13,791	1,061	38,994	425,774	119,943	26,013	124,250
Financial assets at fair value through profit and loss	—	8,186	—	17	1,502	8,123	—	—
Other assets	20,183	15,788	17,402	59,229	17,949	16,311	14,176	29,222
Liabilities
Financial liabilities held at amortised cost	(540,527)	(102,248)	(37,749)	(107,893)	(460,437)	(94,416)	(24,703)	(89,721)
Other liabilities	—	(7,394)	(4,589)	(7,203)	(2,874)	(4,946)	(3,900)	(2,769)
Net Asset Value	212,879	35,525	63,529	95,516	126,315	47,182	44,495	65,902

As shown in the table above, the Group is exposed to USD, GBP, CHF and several other currencies which result in a foreign

currency risk.This can be seen through a number of different asset and liability types that are held in currencies other than

Euros. In any case, the Group made use of FX spot and forward transactions to reduce exposures to foreign currencies.

Should the net asset value subject to currency risk be subject to a 1% increase/decrease, a movement deemed reasonably

possible, the impact on the Statement of Financial Position and Statement of Comprehensive Income would be an increase/

decrease in the value of EUR 4,074 thousand (2024: EUR 2,829 thousand).

6.a.ii. Interest rate risk

Interest rate risk is defined as the risk that the value or the future cash flows of a financial instrument will fluctuate due to

changes in interest rates.

The Group may be affected by the EURIBOR interest rate movements on the Revolving Credit Facility. As such a sensitivity

analysis has been performed. Please see Note 30.

With the exception of the RCF, the Group does not deem its exposure to interest rate risk to be significant as its main balance

sheet aggregates are either repayable on demand, have a short maturity or are variable interest rate risk instruments (except for

time deposits).

6.a.iii. Price risk

The Group is exposed to equity securities price risk which arises from investments held by the Group and classified in the

statement of financial position as financial assets at fair value through profit or loss.

As the Group's exposure to equity securities is not material or its core business, the Group does not manage its price risk as it

does not deem the exposures to be significant.

6.b. Credit risk

Credit risk is the possibility of loss stemming from the failure of customers or counterparties to meet their payment obligations

to the Group. Given the type of business conducted by the Allfunds Bank Group, namely the distribution and intermediation of

third-party collective investment schemes, the Group does not perform any active lending activity, and nor is that its purpose.

The Group's exposure to credit risk is through its cash, cash balances with Central Banks and other demand deposits and

financial assets at amortised cost balances. Specifically, the material exposure is to regulated institutions, which are the only

authorised customers of Allfunds to which the Group has granted credit lines tied to the settlement of brokerage transactions.

The entity follows a criterion of reducing the exposure to concentration risk, diversifying the counterparts so as to mitigate the

additional risk. The Group evaluates and monitors credit risk by geographical distribution and by type of exposure. The Risk

Control Unit has implemented a system of counterparty limits based on an internal rating assignment methodology which results

in a probability of default for each counterparty. This assigned probability is reviewed and measured at least once a year, so that

the limits can be adjusted for each customer's risk profile. Counterparty limits are controlled through an integrated system

operating in real time, enabling the Group to be aware at all times of the unused credit line of each counterparty.


Allfunds Annual Report 2025	www.allfunds.com			155


Contents	Financial Statements	Notes to the Consolidated Financial Statements

Expected Credit Loss ("ECL") Model

Per IFRS 9, the expected credit loss model has been applied as at 31 December 2025 and 31 December 2024. The expected

credit loss model measures the pattern of improvement or deterioration in the credit quality of the instruments. Financial assets

at amortised cost are grouped into three categories based on the impairment methodology applied, in accordance with the

following structure:

• Stage 1 - Standard risk: this category includes transactions for which credit risk has not increased significantly since initial

recognition. The impairment loss allowance will be equal to the 12-month expected credit losses.

• Stage 2 - Performing exposures under special monitoring: this category includes transactions for which credit risk has

increased significantly since initial recognition, although no default event has occurred. The impairment loss allowance will be

equal to the lifetime expected credit losses.

• Stage 3 - Non-performing exposure: this category includes transactions that are credit impaired, i.e., a default event has

occurred or receivable with past-due of more than 90 days after closing amounts to be invoiced. The impairment loss

allowance will be equal to the lifetime expected credit losses.

All financial assets measured at amortised cost other than trade receivables are classified as Stage 1.

Per IFRS 9, for collective model, the expected credit loss model has been applied as the Allfunds Group uses a provision matrix

to calculate the ECL and this estimate was made on the basis of industry-specific information and accumulated experience and

uses a combination of past-due days and the credit quality of counterparties. In the case of individual coverage estimation, the

coverage is equal to the difference between the gross carrying amount of the transaction and the present value of the

estimated cash flows expected to be collected.

Impairment losses are recognised in the consolidated statement of comprehensive income. Receivables for which an impairment

provision was recognised are written off against the provision when there is no expectation of recovering additional cash.

Subsequent recoveries of amounts previously written off are credited in the consolidated statement of comprehensive income.

Individual receivables balances, all related to UCI activities pending collection, which are known to be uncollectible (or with more

than two years past-due) are written off by reducing their carrying amount directly.

The loans and advances to credit institutions and customers that are recognised in financial assets held at amortised cost, and

as at 31 December 2025, based on their accounting classification and excluding any impairment losses, amounts were:

Gross carrying amount by stages


2025	Stage 1 EUR (`000s)	Stage 2 EUR (`000s)	Stage 3 EUR (`000s)	Total EUR ('000s)
Balance as at 31 December 2025	—	—	—	—
Balance as at 31 December 2024	141,927	28,824	17,351	188,102

Expected credit losses by stages


2025	Stage 1 EUR (`000s)	Stage 2 EUR (`000s)	Stage 3 EUR (`000s)	Total EUR ('000s)
Balance as at 31 December 2025	—	—	—	—
Balance as at 31 December 2024	342	451	11,494	12,287

As of 31 December 2025, EUR 42,405 thousand of exposures has been analysed individually (31 December 2024: EUR 28,250

thousand), with provisions recorded using the individual method amounting to EUR 0 thousand and EUR 2,336 thousand for

stages 2 and 3 (31 December 2024: EUR 238 thousand and EUR 2,483 thousand for Stage 2 and Stage 3 balances

respectively).

The Group held past-due but not impaired financial assets in the accompanying balance sheets as at 31 December 2025

amounting to EUR xx,xxx thousand (31 December 2024: EUR 60,731 thousand) all of which had maturities of less than 30 days

and were held with other financial institutions, which originated from outstanding commissions from the marketing of units in

collective investment institutions, as well as overdrawn demand deposit balances.


Allfunds Annual Report 2025	www.allfunds.com			156


Contents	Financial Statements	Notes to the Consolidated Financial Statements

Detail of the changes in the Group's balances and of the expected credit losses for the financial assets classified as financial

assets at amortised cost and collectively estimated to be impaired due to credit risk are as follows:


2025	2025 EUR (`000s)	2024 EUR (`000s)
Opening balance	17,351	16,428
Write offs	(1,747)	(4,235)
Additions	—	5,158
Closing balance	15,604	17,351

Movements in expected credit losses


2025	2025 EUR (`000s)	2024 EUR (`000s)
Opening balance	12,287	12,190
Write offs	(1,747)	(4,235)
Additions	3,589	4,332
Transfers to assets held for sale	(778)	—
Closing balance	13,351	12,287

Below is the detail of the Group's financial assets classified at amortised cost which were considered to be impaired due to

credit risk classified by age of the oldest past due amount.


2025	Up to 6 months EUR (`000s)	Between 6 to 9 months EUR (`000s)	Between 9 to 12 months EUR (`000s)	Between 1 to 5 years EUR (`000s)	More than 2 years EUR ('000s)	Total EUR ('000s)
Assets
Balance as at 31 December 2025	—	—	—	—	—	—
Balance as at 31 December 2024	8,458	4,998	701	3,194	—	17,351


Allfunds Annual Report 2025	www.allfunds.com			157


Contents	Financial Statements	Notes to the Consolidated Financial Statements

6.c. Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities.

The Group's exposure to liquidity risk at the end of the reporting period as at 31 December 2025, expressed in Euros, was as

follows:


2025	On demand EUR (`000s)	Less than 6 months EUR (`000s)	6 to 12 months EUR (`000s)	1 to 5 years EUR (`000s)	More than 5 years EUR ('000s)	Total EUR ('000s)
Assets
Cash and cash equivalents:
Cash balances at Central Banks and in hand	1,683,168	—	—	—	—	1,683,168
Other demand deposits	867,360	—	—	—	—	867,360
Financial assets at amortised cost:
Time deposits from credit institutions	—	398,303	—	—	—	398,303
Receivables from customers	249,594	1,006	229	1,426	217	252,472
Debt securities	—	—	170	72,737	—	72,907
Total assets	2,800,122	399,309	399	74,163	217	3,274,210
Liabilities
Financial liabilities at amortised cost:
Revolving credit facility	—	—	—	410,732	—	410,732
Demand accounts from credit institutions	716,534	3,291	—	—	—	719,825
Demand accounts from non-credit institutions	1,429,380	—	—	—	—	1,429,380
Other financial liabilities	532,878	110,531	1,933	(93)	100	645,349
Lease liabilities	—	3,568	3,157	10,399	100	17,224
Total liabilities	2,678,792	117,390	5,090	421,038	200	3,222,510


2024	On demand EUR (`000s)	Less than 6 months EUR (`000s)	6 to 12 months EUR (`000s)	1 to 5 years EUR (`000s)	More than 5 years EUR ('000s)	Total EUR ('000s)
Assets
Cash and cash equivalents:
Cash balances at Central Banks and in hand	1,606,377	—	—	—	—	1,606,377
Other demand deposits	1,021,717	—	—	—	—	1,021,717
Financial assets at amortised cost:
Time deposits from credit institutions	—	20,043	38,502	38,502	—	97,047
Receivables from customers	127,216	142	502	1,715	444	130,019
Debt securities	—	6,268	—	—	—	6,268
Total assets	2,755,310	26,453	39,004	40,217	444	2,861,428
Liabilities
Financial liabilities at amortised cost:
Revolving credit facility	—	17,794	—	392,000	—	409,794
Demand accounts from credit institutions	556,491	2,485	—	—	—	558,976
Demand accounts from non-credit institutions	1,221,335	—	—	—	—	1,221,335
Other financial liabilities	510,070	59,024	—	5,935	—	575,029
Lease liabilities	—	3,456	2,965	11,071	574	18,066
Total liabilities	2,287,896	64,965	2,965	409,006	574	2,783,200

Included within assets are cash and cash equivalents which comprise both cash balances at Central Banks and other demand

deposits that have no restrictions and are all available on demand. Please see Note 16.


Allfunds Annual Report 2025	www.allfunds.com			158


Contents	Financial Statements	Notes to the Consolidated Financial Statements

Financial assets at amortised cost include time deposits from credit institutions and receivable balances from customers, mainly

derived from the intermediation business, and both are of a short-term nature with the majority due either on demand or in a

period of three months or less. In addition, financial assets include the debt securities of EUR 72,907 thousand (31 December

2024: EUR 6,288 thousand), with the majority due in a period of greater than one year. Please see Note 13.

Liabilities contain demand accounts from credit institutions which include the Revolving Credit Facility ("RCF") due for

repayment of EUR 410,732 in the period of 1 to 5 years (31 December 2024: EUR 409,794 thousand). The interest expense

payable regarding the RCF was EUR 3,291 (31 December 2024: EUR 2,485 thousand) and this is included in the time period of

less than 6 months. For details of the RCF, please see Note 17.

All other balances included within demand accounts from credit institutions and non-credit institutions are both of a short-term

nature being due on demand.

Current other financial liabilities relate to the funds temporarily held on behalf of Distributors due to orders of transfers of

investments in UCIs received which were yet to be settled. Please see Note 17.

The Risk Control Unit has developed a methodology to dynamically calculate the exposure to liquidity risk through static and

dynamic ratios and set a limit in terms of a liquidity buffer. The Group also periodically performs stress scenario analysis and

uses back-testing to measure these scenarios. Additionally, Allfunds's Board of Directors have established a contingency

procedure to cater for possible losses from this type of risk.

To supplement the monitoring performed by the Allfunds Group Risk Control Unit, the Settlement Department of the Transaction

Area of Allfunds Group performs ongoing follow-up of order settlement processes in each of the currencies in which the Group

operates, thus providing a twofold control of the Group's liquidity.

7. Capital Management

The Group's objectives when managing capital are to:

• safeguard its ability to continue as a going concern, so that it can continue to provide returns for its shareholders and benefits

for other stakeholders; and

• maintain an optimal capital structure to reduce its cost of capital.

In order to maintain or adjust its capital structure, the Group may vary the amount of dividends paid to shareholders, return

capital to shareholders, issue new shares or sell assets.

The capital structure of the Group consists of equity attributable to equity holders of the ultimate parent, comprising issued

share capital, share premium, retained earnings and other reserves as disclosed in the consolidated financial statements.

Within the Group, Allfunds Bank, S.A.U. and the Liberty Partners Group, both have capital adequacy requirements, EU Directive

2024/1616 (CRD VI), imposed primarily by the Bank of Spain along with other regulatory bodies. Group entities are required to

report on certain capital adequacy ratios on a periodic basis. The ratio is calculated as being the percentage of capital to assets,

based on the regulators' definitions of capital and assets. This ratio is required at all times to be above a benchmark percentage

provided by each of the regulators. The subsidiaries of the Group have been in compliance with the capital adequacy

requirements in respect of the year ended 31 December 2025 and 31 December 2024.

8. Taxation

8.1 Tax Event from Prior Year

On 2 October 2020, BP2S contributed its BNPP LPA business to Allfunds Bank, S.A.U Milan branch in exchange for the issuance

of new shares.

The BNPP LPA business contribution qualified as a tax neutral transaction. As a result, the BNPP LPA business goodwill and its

intangibles that were identified in the PPA process were treated as if not existing for tax purposes, meaning that their tax base

was equal to zero and, therefore, could not be tax amortised.

However, Italian tax laws provide for an optional tax step-up regime whereby (i) the taxpayer can opt to pay a substitute tax at a

reduced rate and (ii) the tax base of the asset is increased up to its fair value as arising from the PPA process. Thus, by making

this election, the taxpayer is entitled to amortise the relevant stepped asset for tax purposes.


Allfunds Annual Report 2025	www.allfunds.com			159


Contents	Financial Statements	Notes to the Consolidated Financial Statements

In particular, Allfunds Bank Milan branch made the following elections:

• Ordinary step-up election for the BNPP LPA business intangibles (Article 176(2-ter) of the Italian income tax code approved

with Presidential Decree No. 917 of 22 December 1986), under which:

a. Allfunds Bank Milan branch was required to make a step-up tax payment of EUR 36,700 thousand in three instalments

each June from 2021 to 2023 (with a 2.5% interest accruing on the second and third instalment). All these payments were

already made, and

b. Allfunds Bank Milan branch is entitled to amortise the BNPP LPA business intangible assets for tax purposes over their

useful lives and starting from 1 January 2021 (See Note 10).

• Special step-up election for the BNPP LPA business goodwill (Article 15(10) of the Italian Law Decree No.185/2008),

under which:

a. Allfunds Bank Milan branch was required to make a step-up tax payment amounting to EUR 35,000 thousand in one single

instalment by June 2021 (already paid); and

b. Allfunds Bank Milan branch is entitled to amortise the BNPP LPA business goodwill for tax purposes over five years

starting from 1 January 2022.

From an accounting perspective, for FY2021, the above elections triggered:

i. The full recognition of EUR 71,650 thousand step-up tax expense (with the exception of interest that will be due) as a

charge in the statement of comprehensive income of Allfunds Bank Milan branch.

ii. The accounting registration of EUR 72,281 thousand credit in the statement of comprehensive income of Allfunds Bank

Milan branch, with the corresponding recognition of a deferred tax asset (DTA) of EUR 15,330 thousand as at 31

December 2025, to reflect the future tax deductions of the BNPP LPA business goodwill (not amortised for accounting

purposes).

iii. The release of the deferred tax liability (DTL) booked in 2020 in relation to the BNPP LPA business intangibles (whose

amortisation was considered non tax-deductible before the tax step-up election) and the corresponding registration of

EUR 76,270 thousand credit in the statement of comprehensive income of Allfunds Bank Milan branch.

For more details on the tax step up election made, please refer to Note 8 in the the audited annual consolidated financial

statements of 31 December 2021.

8.2 Other Contributions

On 28 December 2022, the Law for the establishment of temporary taxes levy on credit institutions and financial credit

establishments was published in the Official State Gazette (Boletin Oficial de Estado de España).

This law establishes an obligation to pay a non-tax public economic levy during the years 2023 and 2024 for those credit

institutions that operate in Spain whose total gross income for interest and commission generated in the year 2019 was equal or

greater than EUR 800,000 thousand.

The amount of the levy to be paid was calculated by applying a 4.8% to the sum of the net margin of interest and commission

derived from the activities carried out in Spain, as shown in the income statement of the tax consolidation group to which the

credit institutions belong for the immediately preceding year. The impact for 2024 was an expense of EUR 7,014 thousand (31

December 2023: EUR 7,237 thousand) for Allfunds Bank, S.A.U. and both amounts were already paid. These expenses were

treated as non-deductible for Spanish corporate income tax purposes. Please see Note 28.

Allfunds Bank, S.A.U., the Company's wholly owned indirect subsidiary, has undertaken the appropriate legal measures to appeal

against these bank levies.

Based on the recently published regulation which approved the Spanish new bank tax for the years 2025 to 2027, and the

calculation method foreseen, the Company anticipates that Allfunds Bank, S.A.U, have not paid such tax in the year 2025.

8.3 Pillar Two Disclosure

The Organisation for Economic Co-operation and Development ("OECD")'s Model Rules (also known as the "Global Base Erosion

Rules" or "GloBE Rules", hereinafter referred to as Pillar Two), aim to create a common framework to establish a global minimum

level of taxation for multinational groups.

Affected groups are required to calculate their Effective Tax Rate ("ETR") for each country or territory in which they operate

under the GloBE Rules. If this rate is below a minimum rate of 15%, as a general rule, the group will be required to pay a top up

tax on the difference.


Allfunds Annual Report 2025	www.allfunds.com			160


Contents	Financial Statements	Notes to the Consolidated Financial Statements

The Group operates in the United Kingdom, Spain, Brazil, China, France, Germany, Hong Kong, Italy, Luxembourg, Poland,

United Arab Emirates, Singapore, Sweden and Switzerland.

The Ultimate Parent Entity (“UPE” in the GloBE nomenclature) is Allfunds Group plc, located in the United Kingdom, where the

UK Pillar 2 Law was implemented in 2023. The UK's Pillar Two rules apply for accounting periods beginning on or after 31

December 2023 and will apply in respect of profits in every jurisdiction where the Group operates.

Therefore, Allfunds Group plc will be, under the primary rule established in the GloBE Rules, responsible for the top-up tax in

relation to its operations and all its constituent entities, except in those countries where a Qualified Domestic Minimum Top-up

Tax ("QDMTT") considered as a safe harbour has been approved.

The OECD has provided certain simplifications rules which allow for safe harbour on a transitional basis until 2027), while a more

permanent safe harbour is being developed. In 2025, in the case of a jurisdiction is not covered by the so-called transitional safe

harbour based on the country-by-country report (“Transitional CbC Safe Harbours”), they will be required to calculate the ETR

(according to Pillar Two rules) and to pay the relevant top-up tax if the ETR is below 15%. In 2024, where a jurisdiction is not

covered by transitional safe harbour provisions (detailed in the "Transitional CbC Safe Harbours"), they were required to

calculate the ETR according to Pillar Two rules and to pay top-up tax if the ETR is below the 15%.

The Group determined that the global minimum top-up tax is an income tax within the scope of International Accounting

Standard ("IAS") 12 Income Taxes. In May 2023, the International Accounting Standards Board ("IASB") published an amendment

to IAS 12 related to the Pillar Two rules to introduce a mandatory exception to the requirement to recognise and disclose

information on deferred tax assets and liabilities arising from the implementation of these rules. As of 31 December 2025, this

exception continues to apply until the IASB completes its project on the accounting treatment of the Pillar Two effects.

However, because no new legislation to implement the top-up tax was effective on 31 December 2023 in the jurisdictions in

which the Group operates and no related deferred tax was recognised at that date, the retrospective application had no impact

on the Allfunds Group plc's consolidated financial statements.

The Group has assessed the exposure that the Globe Model Rules could have on the Group considering the latest available

financial statements.

The Group assessed if the Transitional CbC Safe Harbours published by the OECD could be applicable for the year 2025 in each

jurisdiction. Based on the financial information as of 31 December 2025, all jurisdictions except Switzerland and Singapore meet

at least one of the three tests.

In Switzerland, a QDMTT was formally "enacted" in 2023, which is effective from 1 January 2024. This QMDTT has been

deemed as a safe harbour by the OECD. In this sense, Allfunds Bank S.A.U. Zurich branch will be liable for the eventual top-up

tax in relation to its operations.

In Singapore, a QMDTT was considered "enacted/substantively enacted" in 2024, applicable to fiscal years starting on or after 1

January 2025.

The Group has carried out a preliminary estimation of the Swiss and Singaporean QDMTT, based on the financial statements as

of 31 December 2025. According to such an estimation, in principle, no Swiss nor Singaporean QDMTT would be expected. The

Group has carried out a detailed calculation of the Swiss QDMTT, in accordance with the GloBE Rules and Swiss Pillar Two

legislation, based on the financial statements as of 31 December 2024. According to such an estimation, no Swiss QDMTT

would be expected.

8.4 Tax Inspection

Under current Spanish legislation, tax returns cannot be deemed to be definitive until they have been reviewed by the tax

authorities or until the related statute of limitations period has expired.

The Spanish company Liberty Partners was subject to a tax audit initiated in April 2023 for taxes covering Corporate Income Tax

(tax years 2018 to 2021) and Withholding Tax on account of Non-Resident Income Tax (tax years 2019 to 2021). Allfunds Banks,

S.A.U. was notified solely due to its status as the tax representative entity of the Spanish Tax group. The tax inspection was

closed during the year 2024, resulting in:

• the regularisation of Liberty Partner's amount of carry forward tax losses; and

• a corporate income tax liability of EUR 3,289 thousand plus late payment interest, all without tax penalties being imposed.

Also, as tax legislation applicable to transactions performed by the Group, during the years open to tax audit may be subject to

different interpretations and thus, contingent tax liabilities could arise. However, the Group's directors and its tax advisors

consider that the tax charge, if any, that could arise from possible future tax audits, would not have a material impact in these

financial statements.


Allfunds Annual Report 2025	www.allfunds.com			161


Contents	Financial Statements	Notes to the Consolidated Financial Statements

8.5 Tax Assets

Included within the tax assets are the below balances:


	31 Dec 2025	31 Dec 2024
	EUR ('000s)	EUR ('000s)
Current tax assets:
Allfunds Bank, S.A.U.	2,886	576
Allfunds Singapore branch	2,131	1,690
Allfunds Bank London branch	1,955	958
Allfunds Bank Stockholm branch	999	908
Allfunds Bank Paris branch	1,691	524
Allfunds Blockchain, S.L.U.	403	278
Allfunds Digital, S.L.U.	—	457
Allfunds Group plc	—	131
Other	46	3
Total current	10,111	5,525
Deferred tax assets:
LTIP provisions (Allfunds Bank)	2,126	2,058
Bonus provisions (Allfunds Bank)	936	455
Deferred Tax assets – Business combinations BNP BC Goodwill tax amortisation ¹	15,330	28,912
Others related to Allfunds Bank branches:
Allfunds Bank London branch (LTIP provision)	931	980
Allfunds Bank Warsaw branch (Bonus provision, TP and others)	668	390
Allfunds Bank Stockholm branch (Tax losses)	456	430
Allfunds Bank Zurich Branch (Tax losses) ²	14,950	9,260
Other related to Allfunds Bank subsidiaries
Allfunds Digital, S.L.U.³	—	828
Other	97	—
Total deferred	35,494	43,313
Total	40,869	48,838
1. Deferred Tax Assets – Business combination BNP - BC (Italian tax step-up)” includes the tax asset arising as a consequence of the tax step-up election made by Allfunds Bank Milan branch and its entitlement, as from 2022, to amortise for tax, not for accounting purposes, the BC goodwill over a five-year period. 2. Deferred Tax Asset - Allfunds Bank Zurich Branch (tax losses) includes unused tax losses carried forward expected to offset future taxable benefits. 3. Includes deferred tax assets of Allfunds Tech Solutions inherited by Allfunds Digital as a consequence of the domestic merger carried out during 2023.


2025 Reconciliation of deferred tax assets	Balance as at 1 Jan 2025	Impact in OCI	Impact in P&L - Tax expense	Impact in P&L - other	Balance as at 31 Dec 2025
LTIP provisions (Allfunds Bank)	2,058	—	68	—	2,126
Bonus provisions (Allfunds Bank)	455	—	481	—	936
Deferred Tax assets –Allfunds Bank Zurich branch (tax losses)	9,260	—	5,593	97	14,950
Tax assets – Business Combination BC Goodwill tax amortisation (Italy)	28,912	—	(13,582)	—	15,330
Other tax credits of Allfunds Bank branches:
Allfunds Bank London branch	979	—	—	(48)	931
Allfunds Bank Warsaw branch	390	—	278	—	668
Allfunds Bank Stockholm branch	431	—	—	25	456
Other related to Allfunds Bank subsidiaries:
Allfunds Digital, S.L.U.	828	—	(828)	—	—
Other	—	—	—	97	97
Total	43,313	0	(7,990)	171	35,494


Allfunds Annual Report 2025	www.allfunds.com			162


Contents	Financial Statements	Notes to the Consolidated Financial Statements


2024 Reconciliation of deferred tax assets	Balance as at 1 Jan 2024	Impact in OCI	Impact in P&L - Tax expense	Impact in P&L - other	Balance as at 31 Dec 2024
Non-deductible depreciation (Allfunds Bank)	63	—	(63)	—	—
LTIP provisions (Allfunds Bank)	1,355	—	703	—	2,058
Bonus provisions (Allfunds Bank)	351	—	104	—	455
Deferred Tax assets – Business Combination CS InvestLab¹	45,060	—	(45,060)	—	—
Tax assets – Business Combination BC Goodwill tax amortisation (Italy)	43,368	—	(14,456)	—	28,912
Other tax credits of Allfunds Bank branches:
Allfunds Bank London branch	878	—	101	—	979
Allfunds Bank Warsaw branch	400	—	(10)	—	390
Allfunds Bank Stockholm branch	445	—	—	(14)	431
Other related to Allfunds Bank subsidiaries:
Allfunds Digital, S.L.U.	828	—	—	—	828
Total	92,748	0	(49,448)	13	43,313
1. Valuation adjustments made in application of IAS 21.

In addition to the tax assets detailed above, the Group has the following unrecognised tax losses from prior years, as the timing

of their possible recovery is uncertain since it depends on future taxable profits being obtained.


Entity	Country	Year Incurred	Amount in Tax Base
Entity	Country	Year Incurred	EUR (000s)
Allfunds Bank Singapore Branch	Singapore	2017	2,209
		2018	3,543
		2019	6,355
		2020	5,702
		2021	1,078
		2022	3,293
		2023	3,175
		2024	1,618
	Total		26,973
Allfunds Bank Zurich Branch	Switzerland	2017	20,652
		2018	12,195
		2019	9,436
		2020	80,837
		2021	66,875
		2022	33,589
		2023	46,797
		2024	48,603
	Total		318,984
Allfunds Hong Kong Limited	Hong Kong	2018	13
		2019	322
		2020	861
		2021	1,319
		2022	1,214
		2023	1,448
	Total		5,177
Tax group: Allfunds Tech Solutions (ex Allfunds Digital)- Allfunds Blockchain	Spain	2021	32
		2022	4,976
		2023	2,473
		2024	3,362


Allfunds Annual Report 2025	www.allfunds.com			163


Contents	Financial Statements	Notes to the Consolidated Financial Statements


Entity	Country	Year Incurred	Amount in Tax Base
Entity	Country	Year Incurred	EUR (000s)
	Total		10,843
Allfunds Digital (pre- tax group losses inherited from Allfunds Tech Solutions)	Spain	2022	1,315
	Total		1,315
Allfunds Tech Solutions Germany	Germany	2020	327
	Total		327
Allfunds Tech Solutions France	France	2017	91
		2018	169
	Total		260
Allfunds Tech Solutions UK	UK	2017	54
		2018	1,487
	Total		1,541
Allfunds Data Analytics	UK	Post 2017	435
	Total		435
MainStreet Capital Partners	UK	Post 2017	335
		2023	1,673
		2024	2,385
	Total		4,393
Allfunds Investment Solution	Luxembourg	2022	1,498
		2023	3,954
		2024	4,387
	Total		9,839
Allfunds Tech Solutions Sweden	Sweden	2022	288
		2023	220
		2024	251
	Total		759
Allfunds Tech Solutions Switzerland	Switzerland	Pre-2022	17
		2022	561
		2023	260
		2024	604
	Total		1,442


Allfunds Annual Report 2025	www.allfunds.com			164


Contents	Financial Statements	Notes to the Consolidated Financial Statements

The Group also has the following unrecognised deferred tax assets / tax credits:


	31 Dec 2025	31 Dec 2024
	Amount in Tax Base	Amount in Tax Base
	EUR ('000s)	EUR ('000s)
Unrecognised deferred tax assets / tax credits (applicable on tax base)
Allfunds Digital, S.L.U. (LTIP provision)	167	182
Allfunds Blockchain, S.L.U. (LTIP provision)	252	212
Allfunds Group plc (Unused interest)¹	13,385	13,385
	13,804	13,779
Unrecognised deferred tax assets / tax credits (applicable on tax due)
Allfunds Digital, S.L.U. (Innovation tax credits)	178	178
Allfunds Blockchain, S.L.U. (Innovation tax credits)	74	74
	252	252
Total	14,056	14,031
1. Expiry period of usage of 5 years

8.6 Tax Liabilities

The Group has the following tax liabilities:


	31 Dec 2025	31 Dec 2024
	EUR ('000s)	EUR ('000s)
Current tax liabilities¹	9,669	27,662
Deferred tax liabilities
Arising in business combinations (see Note 11 and previous Annual Reports)
Allfunds Bank, S.A.U.	121,146	136,719
Allfunds Digital, S.L.U.	528	572
Allfunds Tech Solutions, S.L.U.²	—	7,545
Nordic Fund Market	191	201
Allfunds Data Analytics Limited	275	373
MainStreet Capital Partners ³	—	1,623
Allfunds Bank Milan branch (Iccrea Bank LPA)	2,278	1,218
Others	—	78
Total deferred tax liabilities	124,418	148,329
Total	134,087	175,991
1. The balance of Current tax liabilities in the accompanying consolidated statement of financial position includes mainly the income tax payable generated in Spain, Italy, Luxembourg and Sweden. 2. The deferred tax liability of Allfunds Tech Solutions (previously merged into Allfunds Digital, S.L.U.decreased from EUR 7,545 thousand to EUR 7,088 thousand. However this has been reallocated from an accounting perspective. 3. The deferred tax liability for MainStreet Capital Partners decreased from EUR 1,623 thousand to nil due to the impairment of the Entity


Allfunds Annual Report 2025	www.allfunds.com			165


Contents	Financial Statements	Notes to the Consolidated Financial Statements


2025 Movement of Deferred Tax Liabilities by concept and Group component	Balance as at 1 Jan 2025	Impact in OCI and others	Impact in P&L - Tax expense	Impact in P&L - other	Balance as at 31 Dec 2025
Allfunds Bank, S.A.U.	136,719	—	(15,573)	—	121,146
Allfunds Digital, S.L.U.	572	—	(44)	—	528
Allfunds Tech Solutions, S.A.U.	7,545	(7,089)	(456)	—	—
CS InvestLab business	—	—	—	—	—
Nordic Fund Market	201	—	(10)	—	191
Allfunds Data Analytics Limited	373	—	(98)	—	275
Mainstreet Capital Partners	1,623		(1,623)		—
Allfunds Bank Milan branch	1,218	—	1,060	—	2,278
Others	78	—	(78)	—	—
Total	148,329	(7,089)	(16,822)	—	124,418


2024 Movement of Deferred Tax Liabilities by concept and Group component	Balance as at 1 Jan 2024	Impact in OCI and others	Impact in P&L - Tax expense	Impact in P&L - other	Balance as at 31 Dec 2024
Allfunds Bank, S.A.U.	152,336	—	(15,617)	—	136,719
Allfunds Digital, S.L.U.	653	—	(81)	—	572
Allfunds Tech Solutions, S.A.U.	8,003	—	(458)	—	7,545
CS InvestLab business	24,822	—	(24,822)	—	—
Nordic Fund Market	228	—	(27)	—	201
Allfunds Data Analytics Limited	332	—	41	—	373
Mainstreet Capital Partners	2,026	—	(403)	—	1,623
Allfunds Bank Milan branch	158	—	1,060	—	1,218
Others	—	—	11	67	78
Total	188,558	—	(40,296)	67	148,329


Allfunds Annual Report 2025	www.allfunds.com			166


Contents	Financial Statements	Notes to the Consolidated Financial Statements

8.7 Tax Expenses

The tax expense recognised by the Group for the year is as follows:


	2025	2024
	EUR ('000s)	EUR ('000s)
Allfunds Bank	(22,300)	(49,126)
Allfunds Bank Milan branch	(53,064)	(51,662)
Allfunds Bank Luxembourg branch	(10,010)	(9,299)
Allfunds Bank Paris branch	(2)	(6,146)
Allfunds Bank London branch	(3,974)	(4,077)
Allfunds Bank Stockholm branch, Sweden	—	(68)
Allfunds Bank Zurich branch	(97)	(68)
Allfunds Blockchain, S.L.U.	—	—
Liberty Partners , S.L.U.	(1,044)	(5,357)
Allfunds Group plc	2,828	2,508
Allfunds Digital Group	(257)	456
Others	960	(276)
less:
Deferred tax on tax losses Allfunds Bank Zurich branch	5,593	9,233
Deferred tax on intangible assets Allfunds Bank Group	44	44
Deferred tax on intangible assets Liberty Partners Group	15,574	15,616
Deferred tax on intangible assets Allfunds Digital Group	1,813	466
Others¹	(1,242)	—
Tax expense	(65,178)	(97,756)
1. CIT adjustments for Allfunds Bank EUR (1,322) thousand and Allfunds Data Analytics of EUR 80 thousand.


	Current tax expense/ (income)	Adjustment in respect of current income tax of prior years	Deferred tax relating to origination and reversal of temporary differences	Total Tax (credit)/expense
2025	EUR ('000s)	EUR ('000s)	EUR ('000s)	EUR ('000s)
Allfunds Bank	(23,232)	665	267	(22,300)
Allfunds Bank Milan branch	(38,565)	143	(14,642)	(53,064)
Allfunds Bank Luxembourg branch	(10,012)	2	—	(10,010)
Allfunds Bank Paris branch	—	(2)	—	(2)
Allfunds Bank London branch	(3,096)	(839)	(39)	(3,974)
Allfunds Bank Zurich branch	(97)	—	—	(97)
Liberty Partners, S.L.U.	(1,044)	—	—	(1,044)
Allfunds Group plc	—	2,828	—	2,828
Allfunds Digital Group	(257)	—	—	(257)
Others	960	—	—	960
less:
Deferred tax on tax losses Allfunds Bank Zurich branch	—	—	5,593	5,593
Deferred tax on intangible assets Allfunds Bank Group	—	—	44	44
Deferred tax on intangible assets Liberty Partners Group	—	—	15,574	15,574
Deferred tax on intangible assets Allfunds Digital Group	—	(222)	2,035	1,813
Others	—	(1,242)	—	(1,242)
Tax expense	(75,343)	1,333	8,832	(65,178)


Allfunds Annual Report 2025	www.allfunds.com			167


Contents	Financial Statements	Notes to the Consolidated Financial Statements


	Current tax expense/ (income)	Adjustment in respect of current income tax of prior years	Deferred tax relating to origination and reversal of temporary differences	Total Tax (credit)/expense
2024	EUR ('000s)	EUR ('000s)	EUR ('000s)	EUR ('000s)
Allfunds Bank	(28,989)	(1,041)	(19,096)	(49,126)
Allfunds Bank Milan branch	(36,055)	(91)	(15,516)	(51,662)
Allfunds Bank Luxembourg branch	(9,301)	2	—	(9,299)
Allfunds Bank Paris branch	(6,162)	16	—	(6,146)
Allfunds Bank London branch	(3,429)	(749)	101	(4,077)
Allfunds Bank Zurich branch	(68)	—	—	(68)
Liberty Partners, S.L.U.	(1,462)	(3,895)	—	(5,357)
Allfunds Group plc	1,741	767	—	2,508
Allfunds Digital Group	(2)	458	—	456
Other	(247)	(97)	—	(344)
less:
Deferred tax on tax losses Allfunds Bank Zurich branch	—	—	9,233	9,233
Deferred tax on intangible assets Allfunds Bank Group	—	—	44	44
Deferred tax on intangible assets Liberty Partners Group	—	—	15,616	15,616
Deferred tax on intangible assets Allfunds Digital Group	—	—	466	466
Tax expense	(83,974)	(4,630)	(9,152)	(97,756)

8.8 Reconciliation of tax expense


	2025	2024
	EUR ('000s)	EUR ('000s)
Profit / (loss) before tax	67,523	(70,758)
Income tax at UK tax rate 25%	(16,881)	17,690
Lower/higher effective tax rate from foreign entities	(20,299)	(18,129)
Non-deductible losses due to impairment losses in CGU and Group companies held for sale	(37,288)	(84,026)
Prior year adjustments	2,797	(4,630)
Taxable Intercompany dividends	(1,080)	(1,703)
Other	7,573	(6,958)
Tax expense	(65,178)	(97,756)

The effective tax rate is as follows:


	2025	2024
	EUR ('000s)	EUR ('000s)
Profit / (loss) before tax	67,523	(70,758)
Tax expense	(65,178)	(97,756)
Effective tax rate	96.53%	(138.16%)

For the year ended 31 December 2025 and 31 December 2024 the effective tax rates are high due primarily to the impairment

costs incurred in the respective years being non-tax deductible.


Allfunds Annual Report 2025	www.allfunds.com			168


Contents	Financial Statements	Notes to the Consolidated Financial Statements

9. Property, Plant and Equipment


	31 Dec 2025
	Furniture and fixtures	Computer Hardware	Right-of-use Assets¹	Total
	EUR ('000s)	EUR ('000s)	EUR ('000s)	EUR ('000s)
Cost:
Brought forward 1 Jan 2025	13,598	4,122	35,299	53,019
Additions	273	550	7,003	7,826
Disposals	(1,474)	—	(5,386)	(6,860)
Other	—	—	1	1
Carried forward 31 Dec 2025	12,397	4,672	36,917	53,986
Accumulated depreciation:
Brought forward 1 Jan 2025	(8,318)	(3,463)	(17,482)	(29,263)
Charge for the year	(1,657)	(1,199)	(6,489)	(9,345)
Disposals	950	—	5,386	6,336
Other	—	—		—
Carried forward 31 Dec 2025	(9,025)	(4,662)	(18,585)	(32,272)
Net Book Value	3,372	10	18,332	21,714
Fully depreciated assets	3,675	—	—	3,675

1. Right-of-use assets are further detailed in Note 34


	31 Dec 2024
	Furniture and fixtures	Computer Hardware	Right-of-use Assets¹	Total
	EUR ('000s)	EUR ('000s)	EUR ('000s)	EUR ('000s)
Cost:
Brought forward 1 Jan 2024	13,864	4,314	45,687	63,865
Additions	205	180	2,038	2,423
Disposals	(471)	(372)	(12,337)	(13,180)
Other	—	—	(89)	(89)
Carried forward 31 Dec 2024	13,598	4,122	35,299	53,019
Accumulated depreciation:
Brought forward 1 Jan 2024	(7,233)	(3,515)	(21,838)	(32,586)
Charge for the year	(1,621)	(504)	(7,623)	(9,748)
Disposals	536	556	11,979	13,071
Other	—	—	—	—
Carried forward 31 Dec 2024	(8,318)	(3,463)	(17,482)	(29,263)
Net Book Value	5,280	659	17,817	23,756
Fully depreciated assets	5,931	—	—	5,931
1. Right-of-use assets are further detailed in Note 38

Depreciation is calculated using the straight-line method to allocate the cost, net of the residual values, over the estimated

useful lives of the assets.


Allfunds Annual Report 2025	www.allfunds.com			169


Contents	Financial Statements	Notes to the Consolidated Financial Statements

10. Goodwill and Intangible Assets

The following acquisitions by the Group resulted in goodwill upon the purchase:


Business Acquired	Acquisition Date	% Holding	CGU	Goodwill on purchase	Retirement & Impairment	Goodwill 31 Dec 2024	Transfer to Assets held for resale	Goodwill 31 Dec 25
Business Acquired	Acquisition Date	% Holding	CGU	EUR ('000s)	EUR ('000s)	EUR ('000s)	EUR ('000s)	EUR ('000s)
Allfunds Bank, S.A.U.	21 Nov 2017	100%	Allfunds Bank	962,412	(362,000)	600,412	—	600,412
Allfunds Digital Solutions (formerly ATS - Digital¹)	28 Nov 2025 (17 Jan 2018)	100%	Allfunds Digital Solutions	114,426	—	114,748	(108,044)	6,704
CS - InvestLab AG²	26 Mar 2020	100%	Allfunds InvestLab	158,264	(179,393)	—	—	—
Nordic Fund Market	31 Oct 2019	100%	Allfunds Sweden	18,155	—	17,033	—	18,036
BNPP LPA Business	2 Oct 2020	100%	BNPP LPA Business	232,447	—	218,570	—	218,570
Instihub Analytics Limited	4 May 2022	100%	Allfunds Data Analytics Limited	6,616	—	7,014	—	6,564
MainStreet Capital Partners³	17 Feb 2023	75%	MainStreet Capital Partners	35,312	(36,551)	24,777	—	—
Iccrea Banca LPA Business.	1 Dec 2023	100%	Iccrea Banca LPA Business	100,000	—	57,831	—	57,831
Total				1,627,632	(577,944)	1,040,385	(108,044)	908,117
1. During the year to 31 December 2025 the ATS - Digital CGU was separated into two businesses with the former acquisition of Web Financial Group, which was acquired on 31 May 2022, being transferred to Assets held for sale (Please see Note 12) and the remaining element for Fintech Partners, S.L.U.,acquired on 17 January 2018, being transferred to Allfunds Digital Solutions Limited. 2. CS - InvestLab AG includes the retirement of Goodwill of EUR 179,393 thousand in the prior year ended 31 December 2024. 3. MainStreet Capital Partners includes the impairment of EUR 23,474 thousand in the year ended 31 December 2025 (31 December 2024: EUR 13,077 thousand).

Presented in the table below is an analysis of Goodwill and Other Intangible Assets as at 31 December 2025 and 31 December 2024 :


	Goodwill EUR ('000s)	IT developments EUR ('000s)	IT technological platforms EUR ('000s)	Current relations with clients EUR ('000s)	Current relations with clients through cooperation agreement EUR ('000s)	Brand names EUR ('000s)	Exclusivity agreements EUR ('000s)	Total EUR ('000s)
Cost:
Brought forward 1.1.25	1,594,855	238,589	216,226	563,381	701,176	51,174	245,400	3,610,801
Additions	—	58,839	—	—	—	—	65,806	124,645
Disposals	—	(12,735)	—	—	—	—	—	(12,735)
Translation differences and others	(108,794)	(49,515)	(996)	(34,319)	—	(17)	—	(193,641)
Carried forward 31.12.25	1,486,061	235,178	215,230	529,062	701,176	51,157	311,206	3,529,070
Accumulated amortisation:
Brought forward 1.1.25	—	(115,662)	(206,973)	(216,536)	(287,080)	(21,262)	(100,075)	(947,588)
Charge for the year	—	(33,457)	(4,533)	(35,461)	(31,933)	(3,410)	(51,055)	(159,849)
Disposals	—	12,421	—	—	—	—	—	12,421
Translation differences and others	—	27,613	284	5,117	—	—	—	33,014
Carried forward 31.12.25	—	(109,085)	(211,222)	(246,880)	(319,013)	(24,672)	(151,130)	(1,062,002)
Impairment losses:
Brought forward 1.1.25	(554,470)	(7)	(1,301)	(2,655)	(107,971)	—	—	(666,404)
Charge for the year¹	(23,474)	(314)	(2,365)	—	—	(2,296)	—	(28,449)
Carried forward 31.12.25	(577,944)	(321)	(3,666)	(2,655)	(107,971)	(2,296)	—	(694,853)
Net book value	908,117	125,772	342	279,527	274,192	24,189	160,076	1,772,215
Fully amortised	—	45,273	—	—	—	—	—	45,273
1. Included in the impairment losses in the Consolidated statement of comprehensive income are EUR 43,222 thousand for the foreign exchange on the accumulated results from the date of acquisition of the InvestLab business.


Allfunds Annual Report 2025	www.allfunds.com			170


Contents	Financial Statements	Notes to the Consolidated Financial Statements

Total Intangibles assets other than Goodwill as at 31 December 2025 was EUR 864,098 thousand (31 December 2024: EUR

956,424 thousand).

Included in Exclusivity agreements for the year to 31 December 2025 are additions of EUR 65,806 thousand relating to identifiable

intangible asset which are controlled by the Group to generate future benefits and will be amortised considering a useful economic

life of a minimum of 2 years up to a maximum of 7 years which coincides with the contractual terms of the asset.


	Goodwill EUR ('000s)	IT developments EUR ('000s)	IT technological platforms EUR ('000s)	Current relations with clients EUR ('000s)	Current relations with clients through cooperation agreement EUR ('000s)	Brand names EUR ('000s)	Exclusivity agreement EUR ('000s)	Total EUR ('000s)
Cost:
Brought forward 1.1.24	1,638,468	182,319	216,358	527,686	700,508	50,935	191,000	3,507,274
Additions	—	54,190	—	—	—	—	54,400	108,590
Finalised PPA	(41,497)	—	—	41,497	—	—	—	—
Disposals	—	—	—	—	—	—	—	—
Translation differences and others	(2,116)	2,080	(132)	(5,802)	668	239	—	(5,063)
Carried forward 31.12.24	1,594,855	238,589	216,226	563,381	701,176	51,174	245,400	3,610,801
Accumulated amortisation:
Brought forward 1.1.24	—	(82,957)	(200,507)	(177,174)	(244,621)	(18,633)	(54,351)	(778,243)
Charge for the year	—	(33,614)	(6,163)	(36,579)	(45,819)	(3,302)	(45,264)	(170,741)
Disposals	—	—	—	—	—	—	—	—
Translation differences and others	—	909	(303)	(2,783)	3,360	673	(460)	1,396
Carried forward 31.12.24	—	(115,662)	(206,973)	(216,536)	(287,080)	(21,262)	(100,075)	(947,588)
Impairment losses:
Brought forward 1.1.24	(362,000)	(7)	(1,301)	—	—	—	—	(363,308)
Charge for the year¹	(192,470)	—	—	(2,655)	(107,971)	—	—	(303,096)
Carried forward 31.12.24	(554,470)	(7)	(1,301)	(2,655)	(107,971)	—	—	(666,404)
Net book value	1,040,385	122,920	7,952	344,190	306,125	29,912	145,325	1,996,809
Fully amortised	—	40,428	—	—	—	—	—	40,428
1. Included in the impairment losses in the Consolidated Statement of Comprehensive Income for the year ended 31 December 2024 are EUR 43,222 thousand for the foreign exchange on the accumulated results from the date of acquisition of the InvestLab business.

Impairment Testing

At least once per year, or whenever there is any indication of impairment, the Group reviews goodwill for impairment, that is, a

potential reduction in its recoverable amount to below its carrying amount (see Note 3c). The first step that must be taken in

order to perform this analysis is to identify each separate CGU, being the Group's smallest identifiable group of assets that

generate cash inflows that are largely independent of the cash inflows from other assets or other group of assets.

The carrying amount of each CGU is determined by taking into consideration the carrying amount,including any fair value

adjustment arising on the business combination of all the assets and liabilities of all the independent legal entities composing

the CGU, together with the related goodwill. The carrying amount of the CGU to be recovered is compared with its recoverable

amount in order to determine whether there is any impairment.

The carrying amount of goodwill acquired through business combinations has been allocated to each CGU below, which are all

included within the Platform Revenue and net Subscription Revenue, operating and reportable segments.

The Group's directors assess the existence of any indication that might be considered to be evidence of impairment of the CGU

by reviewing information including the following:

i. certain macroeconomic variables that might affect its investment being the political and economic situation, among others),

and

ii. various microeconomic variables comparing the Group's investment with the financial services industry of the country in

which the CGU conducts most of its business activities, for example off-balance-sheet intermediated funds, net fees and

commissions, earnings, among others.


Allfunds Annual Report 2025	www.allfunds.com			171


Contents	Financial Statements	Notes to the Consolidated Financial Statements

Regardless of whether there is any indication of impairment, every year the Group calculates the recoverable amount of each

CGU to which goodwill has been allocated and, to this end, it uses internal estimates and appraisals performed by independent

experts. The Group performed its annual impairment test as at 31 December 2025.

The recoverable amount of an asset is the higher of the asset's or CGU's fair value less costs of disposal and its value in use.

The value in use has been calculated using discounted cash flow projections (“DCF”) or the dividend discount model (“DDM”),

depending upon the CGU. The purpose of impairment testing is to determine whether the recoverable amount is greater than

the carrying amount. If it is greater – based on either fair value less costs of disposal or value in use – then there is no

requirement to refine the determination of the recoverable amount to a single number. However, if it is not greater, then more

detailed work is required to determine the recoverable amount in order to calculate the impairment loss. Therefore, it is not

always necessary to determine both a CGU's fair value less costs of disposal and value in use.

The dividend discount model was determined to be best suited to valuing Allfunds Bank, Allfunds Sweden, BNPP LPA Business

and Iccrea Bank LPA CGUs, as this is best suited for financial institutions, while the discounted cash flow method was

determined to be the best valuation method for the remainder.

In order to obtain the actual value of the business, the income is discounted to a present date at a discount rate based on the

cost of equity. The discounted cash flow method is accepted by valuation experts from both a theoretical and a practical

perspective, as it effectively incorporates all the factors that affect the value of a business into the result of the valuation. The

discounted cash flow method considers the operating results as well as the capital expenditures and working capital policies to

calculate a business capacity of generating free cash flow. In order to obtain the actual value of the business, free cash flows

are discounted to a present date at a weight average cost of capital (WACC).

In all cases, the valuation has been performed, following a mid-year discounting assumption as it is considered that there is no

special seasonality in the business. Furthermore, although limitations in comparability exist, value in use calculated is within the

range of comparable listed companies and comparable transactions analysed.

See below for further details on the impairment testing methodology performed for the most relevant CGU:

2025


CGU	Value in Use	Discount Rate	Ke / WACC	Growth Rate
Allfunds Bank	Dividend discount model (DDM)	Cost of equity (Ke)	10.1%	2.9%
Allfunds Sweden	Dividend discount model (DDM)	Cost of equity (Ke)	10.8%	2.9%
BNPP LPA Business	Dividend discount model (DDM)	Cost of equity (Ke)	10.6%	2.9%
Iccrea Bank LPA business	Dividend discount model (DDM)	Cost of equity (Ke)	12.2%	2.9%
MainStreet Capital Partners	Discounted cash flow method (DCF)	Cost of equity (Ke)	13,0%	3,0%
Allfunds Data Analytics	Discounted cash flow method (DCF)	Cost of equity (Ke)	13,0%	3,0%
Allfunds Digital Solutions	Discounted cash flow method (DCF)	Weighted average cost of capital (WACC)	13,0%	3,0%

2024


CGU	Value in Use	Discount Rate	Ke / WACC	Growth Rate
Allfunds Bank	Dividend discount model (DDM)	Cost of equity (Ke)	9.9%	3.1%
ATS - Digital	Discounted cash flow method (DCF)	Weighted average cost of capital (WACC)	12.3%	2.0%
Allfunds Sweden	Dividend discount model (DDM)	Cost of equity (Ke)	10.6%	3.1%
BNPP LPA Business	Dividend discount model (DDM)	Cost of equity (Ke)	10.8%	3.1%
MainStreet Capital Partners	Dividend discount model (DDM)	Cost of equity (Ke)	12.3%	3.1%
Iccrea Bank LPA business	Dividend discount model (DDM)	Cost of equity (Ke)	10.8%	3.1%

Assumptions

Discount Rate

The present value of the future distributable dividends has been calculated using a discount rate for the cost of capital of the

business (Ke). Such rate reflects the yield demanded by investors for investments with a similar risk to the business being

valued. For its determination the Capital Asset Pricing Model (“CAPM”) has been used. When discounting future distributable

dividends, only a post-tax discount rate could be used.

In determining value in use, projected future cash flows are discounted using a pre-tax discount rate that reflects current market

assessments of the time value of money and the risks specific to the asset or CGU. The WACC shown above and applied to the

DCF model has been determined specific to projected future cash flows to be generated by the relevant CGU and it has been

considered that this discount rate is one that a market participant would use.


Allfunds Annual Report 2025	www.allfunds.com			172


Contents	Financial Statements	Notes to the Consolidated Financial Statements

Perpetual Growth Rate

The determination of the perpetual growth rate for the calculation of the terminal value in the DDM and DCF has been prepared

based on market data. Management’s experts have reviewed broker reports of listed comparable companies belonging to the

asset management industry, which have been issued close to the valuation date, in order to obtain a market consensus of the

perpetuity growth rates assumed by analysts on their valuations.

Other Business Assumptions

Business plans

Annually business plans are prepared, normally for a duration of four-year periods, and which are approved by management.

These business plans are used to calculate both future profitability and projected cash flow movements for each separate CGU.

AuA evolution

The volume flows have been estimated by the Company according to its best estimate of its capacity to capture assets under

management, both from migrations of other clients and from organic growth of current clients. The market effect has been

estimated by the Company in line with the rest of AFB’s branches, based on their best understanding of the overall expected

performance evolution of the equities and fixed income.

Fee and commission income

The fee evolution has been forecast by the Group based on their best estimate of the margin and remunerated AuA. In addition,

this takes into account the movement in some CGUs from a revenue model based on set-up fees toward a new model based on

recurring revenue.

Expenses

Expenses have been projected by the Group considering the current cost structure of the Group and are expected to evolve

considering the Group's needs, improved efficiency driven by the digitisation of services offered and forecast inflationary

scenarios.

The Company's capital requirements are only applicable to the CGU where the DDM model has been applied.

Allfunds Bank CGU – The Company's capital necessities and the target Common Equity Tier (“CET”) ratio has been projected to

be 17.8% plus the required counter cyclical buffer applicable as at the date of these financial statements, which is in line with the

Company's commitment and the consensual agreement with the Bank of Spain.

Recoverable Amount

The carrying amount of a CGU should be determined in a way that is consistent with the way that the recoverable amount of the

CGU is determined. For Allfunds Bank, Allfunds Sweden, BNPP LPA Business and Iccrea Bank LPA Business, the recoverable

amount of the CGU has been determined using the DDM, based on income statement projections, and the carrying amount of all

the assets and liabilities allocated to the cash-generating unit should be used in determining the cash-generating unit's carrying

amount. For the remainder of the CGUs, the DCF projections include outflows and inflows in respect of tangible assets,

intangible assets and working capital. Therefore, the carrying amount of the CGU that is used to determine the recoverable

amount includes the related assets and liabilities.

Sensitivity Analysis

The Directors note that the estimations regarding the discount rate (Ke or WACC) and perpetual growth rate (g) factors could

move and therefore have deemed it appropriate to consider the below sensitivity analysis for the following main CGUs:


Allfunds Bank	Increase in Ke of 1.0%	Decrease in Ke of 1.0%	Increase in g of 0.3%	Decrease in g of 0.3%
Revised factor	11.1%	9.1%	3.2%	2.6%
Recoverable amount (EUR (‘000s))	3,583,540	4,683,700	4,207,400	3,941,100
Impairment needed	No	No	No	No

Allfunds Sweden	Increase in Ke of 1.0%	Decrease in Ke of 1.0%	Increase in g of 0.3%	Decrease in g of 0.3%
Revised factor	11.8%	9.8%	3.2%	2.6%
Recoverable amount (EUR (‘000s))	78,400	100,900	90,530	85,600
Impairment needed	No	No	No	No


Allfunds Annual Report 2025	www.allfunds.com			173


Contents	Financial Statements	Notes to the Consolidated Financial Statements


BNPP LPA Business	Increase in Ke of 1.0%	Decrease in Ke of 1.0%	Increase in g of 0.3%	Decrease in g of 0.3%
Revised factor	11.6%	9.6%	3.2%	2.6%
Recoverable amount (EUR (‘000s))	921,800	1,174,100	1,056,300	1,001,170
Impairment needed	No	No	No	No


Iccrea Bank LPA Business	Increase in Ke of 1.0%	Decrease in Ke of 1.0%	Increase in g of 0.3%	Decrease in g of 0.3%
Revised factor	13.2%	11.2%	3.2%	2.6%
Recoverable amount (EUR (‘000s))	144,800	168,000	156,530	154,200
Impairment needed	No	No	No	No

As referred to earlier, the Group’s directors assess the existence of any indication that might be considered to be evidence of

impairment of the CGUs by reviewing various macroeconomic and microeconomic data. For the current financial statements, the

assessment was carried out as of 31 December 2025.


	31 Dec 2025
	EUR (‘000s)
CGU	Carrying value	Recoverable amount	Impairment required to goodwill
Allfunds Bank	1,527,513	4,053,000	—
Allfunds Sweden	28,638	87,339	—
BNPP LPA Business	415,368	1,031,600	—
MainStreet Capital Partners	33,921	5,648	28,273
Iccrea Bank LPA Business	117,376	155,400	—
Allfunds Data Analytics Limited	7,957	9,025	—
Allfunds Digital Solutions Limited	8,289	27,982	—

During the year to 31 December 2025, an impairment was recognised in relation to goodwill for he MainStreet Capital Partners

CGU of EUR 28,273 thousand (31 December 2024: EUR 13,077 thousand impairment). In addition, no impairments were

recognised for the CS InvestLab CGU as this had already been fully impaired during the year ended 31 December 2024 for a

total amount of EUR 246,642 thousand, which comprised of EUR 179,393 thousand relating to Goodwill and EUR 67,249

thousand relating to Intangible Assets. Please see Note 31.

Where the recoverable amount exceeded the carrying amount of the investments for each CGU no impairment is required.

The directors will continue to review and assess such indications and the potential effect in the carrying amount of goodwill and

intangible assets in future impairment assessments. In this sense, the Group’s exclusivity agreements remain in place and are

enforceable until their expiration date, regardless of any potential changes in the ownership structure of the customers with

whom these agreements were signed.

11. Business Combinations

Acquisitions in 2025

There were no acquisitions made during the years ended 31 December 2025 or 31 December 2024.

However, during 2024 the Group did complete the process of assigning the purchase price of the LPA business of the Iccrea

Banca Group which had been acquired on 1 December 2023. This was based on a report commissioned from an independent

expert. Consequently, as of 31 December 2024, the following assets and liabilities have been recognised at the acquisition date:


Allfunds Annual Report 2025	www.allfunds.com			174


Contents	Financial Statements	Notes to the Consolidated Financial Statements


	1 December 2023
	EUR ('000s)
Assets
Financial assets at amortised cost	2,124
Other assets	779
Total Assets	2,903
Liabilities
Other liabilities	(867)
Total Liabilities	(867)
Net Assets	2,036

Assets arising from the business acquisition


	1 December 2023
	EUR ('000s)
Consideration transferred	101,364
Less: Fair value of the net assets acquired	(2,036)
Potential goodwill arising in this business combination	99,328
Current relations with clients	(41,497)
Goodwill	57,831

LPA Business of the Iccrea Banca Group

Description of the transaction

On 1 December 2023, the Group, through its fully owned indirect subsidiary, Allfunds Bank, S. A.U., entered into an agreement to

acquire the local paying agent business from the Iccrea Banca Group. This transaction was completed through the Milan branch

of Allfunds Bank, S.A.U. and included a long-term exclusivity agreement. The consideration transferred of acquiring the carve-

out local paying agent business (LPA) was EUR 100,000 thousand, plus the value of the net assets acquired.

With this transaction the Group has built upon and further strengthened its position in the LPA Business book in Italy.

The assets and liabilities of the LPA business of the Iccrea Banca Group recognised at acquisition date were as follows:


	1 December 2023
	EUR ('000s)
Assets
Financial assets at amortised cost	2,124
Total Assets	2,124
Liabilities
Financial liabilities at amortised cost	(736)
Other liabilities	(88)
Total Liabilities	(824)
Net Assets	1,300

Assets arising from the business acquisition


	1 December 2023
	EUR ('000s)
Consideration transferred	101,300
Less: Fair value of the net assets acquired	(1,300)
Provisional goodwill arising in this business combination	100,000

Acquisition related costs are expensed as incurred and included in other expenses. During the year to 31 December 2024 EUR

2,810 thousand was expensed.

The results of the acquired business contributed from the date of acquisition to 31 December 2024 were not significant.


Allfunds Annual Report 2025	www.allfunds.com			175


Contents	Financial Statements	Notes to the Consolidated Financial Statements

12. Assets Held for Sale

During the last quarter of fiscal year 2025, as a result of the strategic review and reorganization process launched in mid-2025,

Group Management has decided to exit both the Allfunds Digital Group (formerly known as "Web FG") and Allfunds Investment

Solutions businesses through sales.

The conditions required for their classification as non‑current assets under the heading of "Assets held for resale and disposal

groups” under IFRS 5, have therefore been met as of 31 December 2025 (available for immediate sales and highly probable), and

they have been measured at the lower of their carrying amount and fair value less costs to sell.

The Group has recognised losses amounting to EUR 115,586 thousand in the statement of comprehensive income, of which EUR

101,500 thousand including costs to sell, relate to impairment losses driven by, among other factors, the challenges in

generating recurring revenues and by regulatory changes. This adjustment to the carrying amount will not result in any cash

outflow, nor will it reduce regulatory capital ratios or imply any cut to the dividend distribution capacity.


	31 Dec 25
	Carrying Amount	Impairment	Fair Value less costs to sell
	EUR (‘000s)	EUR (‘000s)	EUR (‘000s)
Allfunds Digital, S.L.U. (formerly WebFG)	142,300	101,500	40,800
Allfunds Investment Solutions Limited	3,263	—	3,263
Total	145,563	101,500	44,063


	31 Dec 25
	EUR (‘000s)
Assets held for resale
Goodwill and Intangible assets	52,902
Other financial assets	11,203
Cash and cash equivalents	13,022
Total assets held for resale	77,127
Liabilities directly associated with the assets held for resale
Other financial liabilities	11,204
Deferred taxes	7,089
Other liabilities	14,771
Total liabilities directly associated with assets held for resale	33,064
Net Assets held for resale	44,063

13. Financial Assets at Amortised Cost


	31 Dec 2025	31 Dec 2024
	EUR (‘000s)	EUR (‘000s)
Non-current assets
Debt securities	72,737	—
Other receivables	2,542	2,290
Total non-current	75,279	2,290
Current assets
Time deposits from credit institutions	398,303	97,047
Receivables from customers	249,930	130,019
Debt securities	170	6,268
Total current	648,403	233,334
Total	723,682	235,624

Non-current assets include debt securities which as at 31 December 2025 totalled EUR 72,737 thousand and represents two

separate bond deposits of EUR 25,066 thousand with the Spanish Government of 2.23% which matures in August 2027 and EUR

47,841 thousand with the Italian Government of 2.15% which matures in January 2028 (31 December 2024: debt securities of


Allfunds Annual Report 2025	www.allfunds.com			176


Contents	Financial Statements	Notes to the Consolidated Financial Statements

EUR 6,268 thousand for a United Kingdom bond which matured on 31 January 2025). The other non-current assets relate to

other receivable balances for both employee loans and office building deposits.

Time deposits from credit institutions as at 31 December 2025 are EUR 398,303 thousand (31 December 2024: 97,047

thousand) which include EUR 382,000 thousand which were placed on overnight deposits. The remainder is primarily derived

from the intermediation business of which all of a short-term nature with the majority due in a period of three months or less.

Financial assets classified as financial assets at amortised cost and collectively estimated to be impaired due to credit risk on 31

December 2025 amounted to EUR 13,311 thousand (31 December 2024: EUR 17,351 thousand), relating mainly to the receivable

commissions of shares from UCIs pending collection at that date, all of which had maturities of more than 90 day s.

On 31 December 2025 and 31 December 2024, the Group did not hold any financial assets classified as loans and receivables

and considered to be written-off assets.

The carrying values of trade and other assets are considered to be the same as their fair values, due to their short-term nature.

14. Contract Assets

Contract assets represent accrued fees, commissions, and service revenues pursuant to IFRS 15 and the amounts accrued

pending to be invoiced as at 31 December 2025 were EUR 124,953 thousand ( 31 December 2024: EUR 119,840 thousand).

15. Other Assets


	31 Dec 2025	31 Dec 2024
	EUR ('000s)	EUR ('000s)
Sundry accounts	25,419	3,627
Prepaid expenses	2,225	3,399
Total	27,644	7,026

The carrying values of sundry accounts are considered to be the same as their fair values, due to their short-term nature.

Sundry assets have increased due to........

16. Cash and Cash Equivalents


	31 Dec 2025	31 Dec 2024
	EUR ('000s)	EUR (‘000s)
Cash at bank and in hand	4	6
Cash balances at Central Banks	1,683,164	1,606,377
Other demand deposits	867,360	1,021,717
Total	2,550,528	2,628,100

Cash and cash equivalents comprise cash that is all available on demand. There are no restricted cash amounts and the carrying

amounts of these assets is approximately equal to their fair value.


Allfunds Annual Report 2025	www.allfunds.com			177


Contents	Financial Statements	Notes to the Consolidated Financial Statements

17. Financial Liabilities at Amortised Cost


	31 Dec 2025	31 Dec 2024
	EUR (‘000s)	EUR (‘000s)
Non-current liabilities
Revolving credit facility	410,732	392,000
Other Financial liabilities	—	5,935
Total non-current	410,732	397,935
Current liabilities
Demand accounts from credit institutions	719,825	576,770
Demand accounts from non-credit instiutions	1,429,380	1,221,335
Other financial liabilities	645,349	575,029
Total current	2,794,554	2,373,134
Total	3,205,286	2,771,069

Included in non-current liabilities is the Revolving Credit Facility ("RCF") which was entered into by the Company during 2021

with a total capacity of EUR 550,000 thousand and was initially valid until April 2025. During the year 2025 an extension for a

further two-year period was finalised and the RCF is now valid until April 2027.

As at 31 December 2025 , the total amount drawn on the RCF was EUR 412,000 thousand ( 31 December 2024: EUR 412,000

thousand). The RCF amounts pending repayment have been reduced in both years 2025 and 2024 by the prepaid finance costs.

As at 31 December 2025 all the RCF repayable balance is shown as non-current liabilities, whereas as at 31 December 2024,

EUR 17,794 thousand was shown as current liabilities amounts due to credit institutions due to a leaving Lender. Interest

expense pending due on the RCF as at 31 December 2025 was EUR 3,291 thousand (31 December 2024: EUR 2,485 thousand).

All other balances included within current demand accounts from credit institutions and non-credit institutions, arise from

platform activities, and both are of a short-term nature being due on demand.

Other financial liabilities contain funds temporarily held on behalf of Distributors due to orders of transfers of investments in

UCIs received, which were yet to be settled at the period end, tax collection accounts due in 30 days, and other payment

obligations.

18. Provisions

The breakdown of the provisions recognised in the consolidated statement of financial position at year-end and the main

changes during the year:


2025
Provisions	Opening balance	Charge for the year	Change in value recognised in Equity	Contributions and Payments	Exchange differences and other	Closing balance
Provisions	EUR ('000s)	EUR ('000s)	EUR ('000s)	EUR ('000s)	EUR ('000s)	EUR ('000s)
Pension and other post-employment defined benefit obligations	4,842	969	(173)	(935)	54	4,757
Other long-term employee remuneration	—	—	—	—	—	—
Outstanding tax court proceedings and lawsuits	—	—	—	—	—	—
Commitments and guarantees given	—	—	—	—	—	—
Other provisions	1,072	2,553	—	—	—	3,625
Total	5,914	3,522	(173)	(935)	54	8,382


Allfunds Annual Report 2025	www.allfunds.com			178


Contents	Financial Statements	Notes to the Consolidated Financial Statements


2024
Provisions	Opening balance	Charge for the year	Change in value recognised in Equity	Contributions and Payments	Exchange differences and other	Closing balance
Provisions	EUR ('000s)	EUR ('000s)	EUR ('000s)	EUR ('000s)	EUR ('000s)	EUR ('000s)
Pension and other post-employment defined benefit obligations	3,437	769	492	185	(41)	4,842
Other long-term employee remuneration	—	—	—	—	—	—
Outstanding tax court proceedings and lawsuits	—	—	—	—	—	—
Commitments and guarantees given	—	—	—	—	—	—
Other provisions	200	872	—	—	—	1,072
Total	3,637	1,641	492	185	(41)	5,914

Long-term defined benefit remuneration

Allfunds' Swiss pension benefits are contribution based with the level varying according to the category of employment. Local

law requires that certain guarantees are provided on such pension benefits. Allfunds finances its Swiss pension benefits through

the Profond Collective Foundation, a pension fund administrator.

The Swiss and Italian plans typically expose Allfunds to actuarial risks such as investment risk, interest rate risk, longevity risk

and salary risk.

The breakdown of the present value of the commitments assumed by the Group with respect to post-employment and other

long-term remuneration, of the plan assets held to cover those obligations and of unrecognised past service cost at year-end

31 December 2025 is provided in the table below:


	31 Dec 2025	31 Dec 2024
	EUR ('000s)	EUR ('000s)
Present value of obligations	18,789	16,715
Less: Fair value of plan assets	(14,032)	(11,873)
Less: Unrecognised prior service cost	—	—
Non-current provisions – Non-current employee benefit obligations (asset)	4,757	4,842

The present value of the commitments was determined by qualified independent actuaries, who used the following criteria for

valuation purposes:

• Calculation method: the “projected credit unit” method, which contemplates each year of service as generating an additional

unit of right to the benefits and values each unit separately.

• Actuarial assumptions made: unbiased and mutually compatible.

The most significant actuarial assumptions used in the experts' calculations were the following:


	2025
Actuarial assumptions	Switzerland	Italy
Discount rate¹	1.25%	3.96%
Mortality and life expectancy tables	BVG 2020	RG48
Rate of growth in social security tax limit	2.00%	3.00%
1. Discount rate based on the yield curve on a pool of corporate bonds denominated in Euros carrying AA ratings from the three main ratings agencies (Standard & Poor’s, Moody’s and Fitch) with maturities as of the valuation date equal to or longer than the duration of the commitments assumed.

The rates used to discount the future cash flows were determined using high-quality corporate bonds denominated in each

currency. The expected return on the plan assets is in line with the chosen discount rates. The retirement ages for the various

commitments are set at the earliest date to which employees become entitled to retire, the contractually stipulated date in the

case of early retirements or using retirement tables. Duration of the liabilities is for a period of 18 years.

Changes in the key assumptions could affect the measurement of the Group’s obligations. The table below provides an analysis

of how sensitive the measurement is to changes in the key inputs:


Allfunds Annual Report 2025	www.allfunds.com			179


Contents	Financial Statements	Notes to the Consolidated Financial Statements

Sensitivity analysis (thousands of Euros)


	Change in basis points	2025
	Change in basis points	Increase	Decrease
Discount rate	0,25%	(738)	790
Wage growth rate	0,25%	295	(338)
Increase in obligation per year of effective service	1 year	297	(293)

The sensitivity analysis was performed as of the date of the consolidated financial statements and provides the individual

impact of changes in each of the assumptions, keeping all other variables constant, such that it excludes potential combined

effects.

Below is a summary of the movements in the commitments that affected the amounts recognised on the consolidated

statement of financial position in respect of the post-employment commitments assumed with current and former employees

and other long-term remuneration obligations in 2025:


	Post-employment commitments
2025	Defined benefit obligations	Plan assets	Net obligation/ (asset)
Balance at 1 January 2025	16,715	(11,873)	4,842
Amounts recognised with a balancing entry in profit or loss
Staff costs - Ordinary expense for the year	939	—	939
Finance costs	147	(117)	30
Change in value recognised in equity	364	(537)	(173)
Exchange differences and other	164	(110)	54
Contributions	345	(1,243)	(898)
Payments made	115	(152)	(37)
Balance at 31 December 2025	18,789	(14,032)	4,757


	Post-employment commitments
2024	Defined benefit obligations	Plan assets	Net obligation/ (asset)
Balance at 1 January 2024	14,827	(11,389)	3,438
Amounts recognised with a balancing entry in profit or loss
Staff costs - Ordinary expense for the year	733	—	733
Finance costs	190	(154)	36
Change in value recognised in equity	1,159	(667)	492
Exchange differences and other	(235)	194	(41)
Contributions	296	(1,060)	(764)
Payments made	(255)	1,203	948
Balance at 31 December 2024	16,715	(11,873)	4,842

The Switzerland pension fund has invested into equity instruments 52%, real estate 24%, debt instruments 12%, cash 2% and

others 9%.

19. Other Liabilities


	31 Dec 2025	31 Dec 2024
	EUR ('000s)	EUR ('000s)
Accrued variable remuneration costs	34,477	30,797
Trade payables	21,153	17,158
Other payables	2,930	6,029
Total	58,560	53,984


Allfunds Annual Report 2025	www.allfunds.com			180


Contents	Financial Statements	Notes to the Consolidated Financial Statements

Accrued variable remuneration costs as at 31 December 2025 were EUR 35,154 thousand (31 December 2024: EUR 30,797

thousand) which reflects the significantly improved Group performance during the period.

Trade payables are unsecured and are usually paid within 30 days of recognition. The carrying values of both trade payables

and other payables are considered to be the same as their fair values, due to their short-term nature.

20. Share Capital

20.a. Share capital and share premium


	31 Dec 2025	31 Dec 2024
	EUR ('000s)	EUR ('000s)
Share Capital
At 1 January	1,527	1,550
Issued during the year	—	—
Cancelled during the year	(23)	(23)
At 31 December	1,504	1,527
Share Premium
At 1 January	1,960,203	2,010,180
Premium arising on equity share issuance	—	—
Cancelled Premium	(57,605)	(49,977)
Reclassification	22,903	—
At 31 December	1,925,501	1,960,203

The Company's total share capital was EUR 1,504 thousand as at 31 December 2025 ( 31 December 2024 : EUR 1,527 thousand)

comprising 601,548,734 ordinary shares of EUR 0.0025 per share (31 December 2024: comprised 610,622,256 ordinary shares of

EUR 0.0025 per share). The reduction was due to the cancellation of 9,433,446 shares which had been acquired by the Company

in the Share Buyback programme during 2025. (31 December 2024: 9,370,646 shares were cancelled from the Share Buyback of

2024). Pleas e see Note 20.b. Each share has identical voting rights and all of the Company's allotted shares are fully paid up.

20.b. Treasury shares

During the year to 31 December 2025, 13,142,278 ordinary shares were acquired by the Company at a total cost of EUR 80,000

thousand (31 December 2024: 9,433,446 ordinary shares acquired at a total cost of EUR 50,000 thousand). These shares are

classified in the consolidated statement of financial position as Treasury Shares.

Of these 13,142,278 ordinary shares acquired, 9,459,004 ordinary shares were subsequently cancelled to reduce the share

capital of the Company (31 December 2024: 9,433,446 shares cancelled). Please see Note 20.a.

In addition, during 2025 the Company approved a new LTIP award applicable to Executive Directors, Senior Management and

other employees of the Group. The grant date was 6 May 2025. This award will vest in early 2028.

Treasury shares were also disposed of during the year ended 31 December 2025 to the value of EUR 5,554 thousand

(31 December 2024 : EUR 2,845 thousand) to members of the share based payment schemes.

As at 31 December 2025 the Group held 3,748,138 ordinary shares at a cost of EUR 22,833 thousand (31 December 2024:

830,441 ordinary shares held at a cost of EUR 6,015 thousand).

20.c. Other reserves

As at 31 December 2025 other reserves had a balance of EUR 4,629 thousand (31 December 2024: EUR 23,389 thousand) and

were mainly comprised of:

• exchange differences on translation of foreign entities EUR 1,343 thousand (31 December 2024: EUR 3,425 thousand);

• reclassification to share premium account of EUR 22,903 thousand in the year (31 December 2024:nil). Please see note 20.a.

• share based payments of EUR 34,845 thousand (31 December 2024: 25,696 thousand);

• the written put option for MainStreet Capital Partners of EUR 9,020 thousand (31 December 2024: EUR 9,020 thousand); and.

• Other reserves movements of EUR (3,151) thousand (31 December 2024: EUR 8,185 thousand) are comprised mainly of share

based payments for the senior management group and valuation adjustments related to the pension commitments.


Allfunds Annual Report 2025	www.allfunds.com			181


Contents	Financial Statements	Notes to the Consolidated Financial Statements

20.d. Employee Share Based Payment Schemes

Included in these consolidated financial statements for the year ending 31 December 2025 is an accrued expense of EUR x,xxx

thousand (31 December 2024: EUR 8,926 thousand) for the estimated costs of the share-based payment schemes in acquiring

the required shares at a future date. This calculation has been made assuming that 100% of the performance targets will

be met, for both the TSR and the Adjusted EBITDA, and in addition to reflect any leavers of the Group during the period from

grant dates to 31 December 2025. The estimated cost will be reviewed in subsequent reporting periods.

During the year to 31 December 2025 the Company delivered 757,090 ordinary shares to the beneficiaries of the 2022

Employee share scheme. (31 December 2024: 392,497 shares were delivered). These shares were delivered at no cost for the

receiving beneficiaries (see Statement of Consolidated cash flows non cash transactions).

In January 2026, the Company delivered 910,291 ordinary shares to the beneficiaries of the 2023 Employee share scheme that

had vested on 1 January 2026 (341,150 ordinary shares in January 2025 that had vested on 1 January 2025). These shares were

also delivered at no cost for the receiving beneficiaries.

Set out below is a summary of the employee share based schemes which were active as at 31 December 2025:


	2023	2023	2024	2025
Concept
Grant date	14 Apr 2023	7 July 2023	26 Apr 2024	6 May 2025
Vesting date	31 Dec 2025	31 Dec 2025	31 Dec 2026	31 Dec 2027
Quoted value on grant date EUR	6.23€	5.32€	6.04€	5.03€
Value TSR ("Total Shareholder Return") EUR	7.48€	7.48€	—€	—€
Number of shares granted
Time based	1,009,249	56,888	1,065,676	1,459,186
EBITDA based	202,029	329,797	46,712	34,920
TSR based	202,029	329,797	46,712	34,920
	1,413,307	716,482	1,159,100	1,529,026
Number of shares outstanding
Time based	948,851	56,888	947,893	1,438,552
EBITDA based	198,258	324,774	39,470	34,920
TSR based	198,258	324,774	39,470	34,920
	1,345,367	706,436	1,026,833	1,508,392


	2023	2023	2024	2025
	EUR ('000s)	EUR ('000s)	EUR ('000s)	EUR ('000s)
Full Incentive Amount
Time based	5,683	265	5,475	7,229
EBITDA based	1,125	1,728	238	175
TSR based	1,352	2,429	238	175
	8,160	4,422	5,951	7,579
Amount charged to SOCI 2025
Time based	1,950	84	1,979	1,783
EBITDA based¹	345	695	89	43
TSR based	415	977	89	43
	2,710	1,756	2,157	1,869
Total charged to SOCI during 2025				8,492
Undelivered shares (LTIP granted in 2022- 2nd tranche - TSR based)				(1,667)
1. Adjusted depending on the actual performance metrics obtained


Allfunds Annual Report 2025	www.allfunds.com			182


Contents	Financial Statements	Notes to the Consolidated Financial Statements

21. Dividends


	31 Dec 2025	31 Dec 2024
	EUR ('000s)	EUR ('000s)
Final dividend paid during 2025	80,034	—
Final dividend paid during 2024	—	57,898

During the year to 31 December 2025 the Company paid a final dividend of EUR 80,034 thousand at EUR 0.1310 per share ( 31

December 2024: EUR 57,898 thousand at EUR 0.0935 per share).

22. Off-Balance Sheet Items


	31 Dec 2025	31 Dec 2024
	EUR ('000s)	EUR ('000s)
Credit lines available to third parties:
Credit Institutions	96,617	94,657
Other resident sectors	2,693	3,016
Other non-resident sectors	27,227	24,651
Total	126,537	122,324

Off-balance sheet items as at 31 December 2025 and 31 December 2024 relate to balances representing rights, obligations and

other legal situations that in the future may have an impact on net assets or any other balances needed to reflect all

transactions performed by the Allfunds Group, although they may not impinge its net assets.

Contingent obligations held by the Allfunds Group which may result in the future recognition of financial assets refer in their

entirety to potentially available credit lines to third parties which could be drawn up to a value of EUR 126,537 thousand as at 31

December 2025 (31 December 2024: EUR 122,324 thousand).

Also, at 31 December 2025 the Allfunds Group held off-balance sheet funds under management relating to units/shares in UCIs

amounting to EUR 1,760,350,629 thousand (31 December 2024: EUR 1,558,296,879 thousand).

23. Fee, Commission and Service Income

Fee, commission and service revenue has been generated by the following segments and recorded by the Group in accordance

with IFRS 15:


	2025	2024
	EUR ('000s)	EUR (‘000s)
Platform revenue: asset based	401,981	378,727
Platform revenue: transaction based	120,251	110,215
Subscription and other revenues	49,355	66,602
Total fee, commission and service revenue	571,587	555,544

Platform revenue includes fees and commissions related with the fund intermediation services, primarily from:

• the marketing of units in collective investments undertakings to asset management houses;

• intermediation services to customers where the fees are calculated applying a percentage to the daily assets under

administration or distribution held for the account of the Group’s customers

• correspondent bank services

• transaction fees on subscriptions and redemption orders in units of collective investments undertakings

• foreign currency exchange services;

• ETFs intermediation activity; and

• sub-custody services.


Allfunds Annual Report 2025	www.allfunds.com			183


Contents	Financial Statements	Notes to the Consolidated Financial Statements

Subscription and other revenues is revenue that is not driven by fund intermediation activity, and includes:

• digital add-on services

• information and research services;

• administration and legal services;

• use of technological financial tools; and

• Sustainability reporting previously referred to as Environmental, Social and Government Reporting (ESG).

24. Fee, Commission and Service Expense

Fee, commission and service expense has been incurred and recorded by the Group as follows:


	2025	2024
	EUR ('000s)	EUR (‘000s)
Total fee, commission and service expense	(27,475)	(25,485)

Fee, commission and service expenses for the year ended 31 December 2025 were EUR 27,475 thousand (31 December 2024:

EUR 25,485 thousand) and relate to the distribution of units in collective investment undertakings.

25. Interest Income


	2025	2024
	EUR ('000s)	EUR ('000s)
Deposits in central banks	46,266	67,906
Loans and advances to credit institutions	31,666	33,595
Loans and advances to customers	1,054	694
Other	156	746
Total	79,142	102,941

The average interest earned on deposits in the year ended 31 December 2025 ranged from 2.2% to 2.4% ( 31 December 2024:

3.7% to 4.3%).

26. Interest Expense


	2025	2024
	EUR ('000s)	EUR ('000s)
Deposits and loans from credit institutions	(1,324)	(921)
Total	(1,324)	(921)

27. Employee Compensation and Benefits


	2025	2024
Average number of employees during the year:
Senior	41	46
Manager	383	303
Technical and general	726	696
Total	1,150	1,045


Allfunds Annual Report 2025	www.allfunds.com			184


Contents	Financial Statements	Notes to the Consolidated Financial Statements


	2025	2024
	EUR ('000s)	EUR ('000s)
Employee compensation and benefits:
Wages and salaries	(107,786)	(109,920)
Social security costs	(18,241)	(18,634)
Expense for pension funds	(2,666)	(2,806)
Termination benefits	(15,767)	(2,771)
Employee share schemes	(6,823)	(8,926)
Training expenses	(290)	(318)
Other staff costs	(4,705)	(4,109)
Total	(156,278)	(147,484)

Wages and salaries of EUR (107,786) thousand for the year ended 31 December 2025 (31 December 2024 : EUR (109,920)

thousand) have decreased due to the reclassification to Assets held for sale.

Termination benefits of EUR 15,767 thousand (31 December 2024: 2,771 thousand) relate principally to the changes to the

Executive Committee during the year.

28. General and Administrative Expenses


	2025	2024
	EUR (‘000s)	EUR (‘000s)
Information technology	(34,301)	(30,619)
Sub-contracted administrative services	(17,905)	(25,639)
Technical reports	(15,353)	(11,094)
Contributions to taxes	(4,303)	(10,318)
Communications	(8,404)	(10,111)
Legal and professional	(7,223)	(4,930)
Rental and office costs	(3,428)	(3,255)
Marketing and publicity	(3,106)	(2,306)
Insurance	(3,049)	(3,353)
Other	(5,171)	(5,185)
Total	(102,243)	(104,504)

Sub-contracted administrative expenses during the year to 31 December 2025 of EUR (17,387) (31 December 2024: (25,639)

thousand) have decreased mainly due to the reclassification to Assets held for sale

Included within contributions to taxes of EUR (4,303) thousand (31 December 2024: EUR 10,111 thousand) are EUR nil thousand

for the year ended 31 December 2025 (31 December 2024 : EUR (7,237) thousand) relating to the Spanish Bank tax levy which

was introduced in 2023, which was not applicable during 2025.

Included in Technical reports of EUR (15,353) thousand for the year ended 31 December 2025 (31 December 2024: EUR (11,094)

thousand) are the fees for audit and other services of which the breakdown is included below:


	2025	2024
	EUR ('000s)	EUR ('000s)
Audit services: Company financial statements	—	(468)
Audit services: Subsidiary financial statements	—	(1,191)
Other assurance related services	—	(532)
Other services	—	—
Total audit and related services	—	(2,191)

In addition, within Technical reports are M&A related expenses included for both completed and ongoing activities as well as

data management provision services.


Allfunds Annual Report 2025	www.allfunds.com			185


Contents	Financial Statements	Notes to the Consolidated Financial Statements

29. Other Income


	2025	2024
	EUR (‘000s)	EUR (‘000s)
Other income	49,560	11,882
Other expenses	(6,880)	(4,612)
Net income on financial assets and liabilities at FVTPL	5,376	16,657
Net exchange differences	(2,185)	(506)
Total	45,871	23,421

As was disclosed in the 2024 Annual Report, negotiations commenced regarding compensation for the breach of exclusivity

distribution agreements. A settlement was subsequently reached for EUR 35,000 thousand, which was fully collected as of 31

December 2025, and was included in Other Income.

Also included in the other income category is the income from capitalisation of internal staff costs of EU R 9,890 thousand (31

December 2024: EUR 10,475 thousand) in relation to intangible assets in accordance with banking regulations as well as the

proceeds related to operational incidents which were favourably resolved.

Other expenses relate mainly to expenses from operational incidents which were not resolved favourably and from contributions

to the Single Resolution Board, the Central Resolution Authority within the banking union.

Net income on financial assets and liabilities at fair value of EUR 1,169 thousand (31 December 2024: EUR 16,657 thousand)

relating to the reduction in the MainStreet Partners liability.

Net exchange differences of EUR (2,468) thousand (31 December 2024: EUR (506) thousand).

30. Finance Costs


	2025	2024
	EUR ('000s)	EUR ('000s)
RCF finance expenses	(19,186)	(24,914)
Lease liabilities	(599)	(591)
Other	(94)	(2,025)
Total	(19,879)	(27,530)

The cost of the RCF is directly associated to the EURIBOR rates. As such, a sensitivity analysis has shown that for an increase/

decrease by 1% in the average EURIBOR rate on the RCF drawdowns utilised for the year ended 31 December 2025 would result

in an increase/decrease in costs of EUR (4,189) thousand (31 December 2024: EUR (4,791) thousand).

31. Impairment Losses


	2025	2024
	EUR ('000s)	EUR ('000s)
Impairment loss on non-financial assets	(33,562)	(259,719)
Impairment loss on financial assets held at amortised cost	(3,589)	(4,332)
Total	(37,151)	(264,051)

Impairment losses on non-financial assets for the year ended 31 December 2025 were EUR (33,698) thousand which included

EUR 33,562 related to impairment on MainStreet Capital Partners (31 December 2024 : EUR (259,719) thousand) which included

the impairments of goodwill and intangible assets of Allfunds InvestLab of EUR (246,642) thousand and MainStreet Capital

Partners of EUR (13,077) thousand).


Allfunds Annual Report 2025	www.allfunds.com			186


Contents	Financial Statements	Notes to the Consolidated Financial Statements

32. Earnings per Share


	2025	2024
	EUR ('000s)	EUR ('000s)
Profit / (loss) attributable to ordinary equity holders	2,345	(168,514)


	31 Dec 2025	31 Dec 2024
	Thousands	Thousands
Number of ordinary shares at year end including treasury shares	601,549	601,163
Weighted average number of ordinary shares per IAS 33	600,087	600,266
EPS (EUR)	0.0039	(0.2807)

Basic EPS is calculated by dividing the profit for the year attributable to the ordinary equity holders of the Company by the

weighted average number of ordinary shares outstanding during the year, excluding the Treasury Shares acquired by the

Company. The EPS as per the Statement of Comprehensive Income for the comparative period has been calculated

retroactively, incorporating the reduction in the number of ordinary shares in the previous year end in accordance with IAS 33.

As the Company has mainly ordinary shares issued with no dilutive potential, diluted EPS equates to basic EPS.

33. Financial assets at fair value through profit and loss

The methodology used to calculate fair value for each class of financial assets and liabilities is as follows:

• Cash, cash balances at central banks and other demand deposits: relate to financial assets convertible into cash on demand

and, accordingly, their fair value was considered to coincide with their carrying amount.

• Trading derivatives (assets and liabilities): the fair value of the trading derivatives was obtained by discounting estimated

cash flows based on the forward curves of the respective underlying, quoted in the market.

• Financial assets measured at fair value through profit or loss: the amount relates to equity instruments not listed on

organised markets and for which no other valid references for the estimation of fair value were available, mainly undertakings

for collective investments. The fair value is based on NAV ("Net Asset Value") and depending on the type of fund it is

categorised in Level 2 (monetary and fixed income funds) and Level 3 for the remainder.

• Financial assets at amortised cost: the fair value of financial assets at amortised cost was obtained using the present value

model, which discounts future cash flows to the present, using interest rates based on directly or indirectly observable market

data to calculate the discount rate.

• Financial liabilities at amortised cost: these include short-term demand accounts at a fixed interest rate and the revolving

credit facility, classed as a long-term financial liability at a variable EURIBOR interest rate. It was considered that their fair

value coincided with their carrying amount since there were no significant differences.

To provide an indication about the reliability of the inputs used in determining fair value, the Group has classified its financial

instruments into the three levels prescribed under IFRS. An explanation of each level is as follows:

• Level 1: The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and trading held

at fair value through profit or loss securities) is based on quoted market prices at the end of the reporting period. The quoted

market price used for financial assets held by the Group is the current bid price. These instruments are included in Level 1.

• Level 2: The fair value of financial instruments that are not traded in an active market (for example, over-the-counter

derivatives) is determined using valuation techniques in which all the significant inputs are based on directly or indirectly

observable market data. If all significant inputs are observable, the instrument is included in Level 2.

• Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.

This is the case for unlisted equity securities.


Allfunds Annual Report 2025	www.allfunds.com			187


Contents	Financial Statements	Notes to the Consolidated Financial Statements

The following table summarises the valuation of the Group's financial instruments by the fair value hierarchy as detailed above:


	31 Dec 2025
	Level 1	Level 2	Level 3	Total
	EUR ('000s)	EUR ('000s)	EUR ('000s)	EUR ('000s)
Financial assets at FVTPL	—	8,186	1,582	9,768
Derivative financial assets	—	1,347	—	1,347
Sub-total	—	9,533	1,582	11,115
Derivative financial liabilities	—	(764)	—	(764)
Total	—	8,769	1,582	10,351


	31 Dec 2024
	Level 1	Level 2	Level 3	Total
	EUR ('000s)	EUR ('000s)	EUR ('000s)	EUR ('000s)
Financial assets at FVTPL	—	9,626	1,582	11,208
Derivative financial assets	—	927	—	927
Sub-total	—	10,553	1,582	12,135
Derivate financial liabilities	—	(1,896)	—	(1,896)
Total	—	8,657	1,582	10,239

During the years ended 31 December 2025 and 31 December 2024, the Group did not transfer any financial instruments

between Levels 1, 2 or 3. The variation in the Level 3 balance as at 31 December 2024 is due to an increase in the equity

investments based on their net asset values. Financial assets at fair value through profit and loss are comprised mainly of UCIs.

34. Leases

The Group has lease contracts for buildings, vehicles and computer hardware. The Group has no obligation to acquire these

leased assets upon completion of the lease period as the lessor maintains the title.

The carrying amounts of right-of-use assets recognised as at 31 December 2025 comprised of office building EUR xx,xxx

thousand and vehicles EUR xxx thousand (31 December 2024: comprised office buildings EUR 17,357 thousand, vehicles EUR

709 thousand).

Set out below are the maturities of the lease liabilities:


	31 Dec 2025	31 Dec 2024
	EUR (‘000s)	EUR (‘000s)
6 months or less	3,568	3,456
6-12 months	3,157	2,965
Total current liabilities	6,725	6,421
1-5 years	10,399	11,071
Over 5 years	100	574
Total non-current liabilities	10,499	11,645
Total Liabilities	17,224	18,066

The following are the amounts recognised in the consolidated statement of comprehensive income:


	2025	2024
	EUR (‘000s)	EUR (‘000s)
Depreciation expense of right-of-use assets	(6,476)	(7,623)
Interest expense on lease liabilities	(447)	(591)
Expenses relating to short-term and low value leases	(612)	(734)
Total	(7,535)	(8,948)


Allfunds Annual Report 2025	www.allfunds.com			188


Contents	Financial Statements	Notes to the Consolidated Financial Statements

The Group had cash outflows for leases of EUR (x,xxx) thousand for principal payments and EUR (xxx) thousand of interest

payments for the year ended 31 December 2025 (31 December 2024: principal payments of EUR (7,403) thousand and interest

payments of EUR (584) thousand).

35. Related Party Transactions

Balances and transactions between the Company and other subsidiaries of the Allfunds Group, which are related parties, have

been eliminated on consolidation and are not disclosed in this Note. These can be located in Note 14 of the Company financial

statements.

Relationships

In addition to the public float, the shareholders of the Company are LHC3 Limited, BNP Paribas S.A. and BNP Paribas Asset

Management Holding S.A. (BNPP AM). The Company is 35.4% owned by LHC3 Limited as at 31 December 2025. The remaining

12.5% is owned between BNP Paribas SA and BNPP AM, and 0.1% by the Company in the form of Treasury shares, and and with

the remainder of free float of 52.0%.

Acquisition-related agreements

As described in the the audited annual consolidated financial statements for the year ended 31 December 2020, Allfunds Group

has entered into various cooperation and exclusivity agreements with its shareholders, BP2S and BNPP AM. As a result of the

agreements entered into, there are revenues, expenses, assets and liability balances generated between the Allfunds Group and

these parties. The shareholders BNP Paribas SA and BNPP AM are collectively referred to as "BNP Paribas" in the tables below:


	As at
	Assets		Liabilities
	31 Dec 2025	31 Dec 2024	31 Dec 2025	31 Dec 2024
	EUR (‘000s)	EUR (‘000s)	EUR (‘000s)	EUR (‘000s)
BNP Paribas¹	418,434	370,943	81,301	59,503
1. Assets includes EUR nil thousand related to intangibles assets as at 31 December 2024 (31 December 2023: EUR 188,876 thousand).


	12 months to
	Commission / Other income		Commission / Other expenses
	31 Dec 2025	31 Dec 2024	31 Dec 2025	31 Dec 2024
	EUR (‘000s)	EUR (‘000s)	EUR (‘000s)	EUR (‘000s) restated
BNP Paribas	31,472	27,069	24,740	24,557

Management investment plan

Certain key individuals of the Allfunds Group, most notably current or former employees, have invested in the Management

Investment Plan of LHC Manco Limited. Together these individuals indirectly have interests as at 31 December 2025 of x.xxx%

of Allfunds Group plc. (31 December 2024: 0.284%).

Included within the x.xxx% are x.xxx% for Juan Alcaraz, the former Chief Executive Officer (CEO) (31 December 2024: 0.124%);

x.xxx% for J.P. Rangaswami (Director) (31 December 2024: 0.001%) and x.xxx% for other key management, excluding the former

CEO (31 December 2024: 0.0.30%).

The individuals voluntarily bought into the shares at a fair market value. There are a number of conditions attached to the

ownership of these shares restricting the ability and price at which these shares can be disposed of.

As the shares have been issued and acquired at fair market value, there was no difference between the value received and the

value paid. Consequently, no expense has been accounted for in these financial statements.


Allfunds Annual Report 2025	www.allfunds.com			189


Contents	Financial Statements	Notes to the Consolidated Financial Statements

Remuneration of key management personnel

The remuneration of the Allfunds Group’s senior executives, who are key management personnel of the Allfunds Group, is set

out below:


	12 months to
	31 Dec 2025	31 Dec 2024
	EUR (‘000s)	EUR (‘000s)
Non-executive directors	957	1,170
Senior management
Short-term employee benefits	—	21,050
Long-term employee benefits	—	—
Post-employment benefits	—	758
Termination benefits	—	633
Total	—	22,441

The Bank of Spain circular referred to above is applicable to Allfunds Bank and therefore to the CEO and the remaining identified

staff. This circular extends European CRD requirements generally applicable to large institutions to some small- and medium-

sized institutions, including Allfunds Bank. As a result, the remuneration of identified staff is now subject to the following rules: (i)

payment of 50% of each variable remuneration component (or 40% if the total amount exceeds EUR 1 million) shall be deferred

in equal tranches over at least four years following the vesting period; (ii) at least 60% of each deferred and non-deferred

instalment of variable remuneration shall be payable in instruments; and (iii) all the instruments delivered as payment of variable

remuneration shall be subject to a holding period of at least one year from the relevant delivery date. These rules are additional

to the remaining Spanish and EU banking regulations and the EBA Guidelines on Sound Remuneration Policies.

Included within short-term employee benefits are share based payment benefits which are settled by 50% cash and 50% shares.

In the year to 31 December 2025, senior executives actioned employee share schemes to the value of EUR xxxx thousand (31

December 2024: EUR 406 thousand).

There are 13 Directors of Allfunds Group plc as at 31 December 2025 (13 Directors as at 31 December 2024), and of these 13

Directors, 11 were also Directors of Allfunds Bank, S.A.U. (of the 13 Directors as at 31 December 2024, 11 were also Directors of

Allfunds Bank, S.A.U.).

36. Commitments and Contingencies

Commitments

As at 31 December 2025 the Group and its subsidiaries had the following commitments:

• Iccrea Banca LPA Business TSA (Transitional Services Agreements) with a cost of EUR xxx th ousand pending as at

31 December 2025 (31 December 2024: EUR 420 thousand); and

• PAM sub distribution agreement with a pending amount of EUR 400 thousand as at 31 December 2025 (31 December 2024:

EUR 500 thousand).

37. Going Concern

The directors have made enquiries and having considered the current economic climate, including the impact of both the

Ukrainian-Russian and Israeli - Palestinian Wars, at the time of approving the financial statements, they have no knowledge of

any material uncertainties. Furthermore, there are sufficient resources for at least the next 12 months to cover the expected

working capital requirements for both the Allfunds Group individual Company and the consolidated Group. Cash and highly liquid

assets held by the Group would be sufficient to cover a total cash outflow of the balances held on demand accounts of the

counterparties (see Notes 13, 16 and 17).

Deutsche Borse situation

As a consequence, the Directors have a reasonable expectation that the Allfunds Group and Company have adequate resources

to continue in operational existence for the foreseeable future. Accordingly, they have continued to adopt the going concern

basis of accounting in preparing the consolidated financial statements.


Allfunds Annual Report 2025	www.allfunds.com			190


Contents	Financial Statements	Notes to the Consolidated Financial Statements

38. Subsequent Events

Apart from the items referred to in the Notes to these consolidated financial statements, there were no other significant

subsequent events that have occurred since 31 December 2025 up to the date of issuance of these consolidated financial

statements.

39. Subsidiaries


Name of the entity and its registered address	Place of business/ country of incorporation	Ownership	Direct / Indirect Subsidiary	Share type	Principal activities
Liberty Partners, S.L.U. Calle de los Padres Dominicos 28050, Madrid, Spain	Spain	100%	Direct	Ordinary shares	Asset ownership holding
Allfunds Bank, S.A.U. Calle de los Padres Dominicos 28050, Madrid, Spain	Spain	100%	Indirect	Ordinary shares	Banking and investment services
Allfunds Nominee Limited 2 Fitzroy Place, 8 Mortimer Street, London W1T 3JJ, United Kingdom	United Kingdom	100%	Indirect	Ordinary shares	Asset ownership holding
Allfunds Bank Brazil Representacoes Ltda. Rua Tabapuâ, 1227, Itaim Bibi, Sâo Paulo, Brazil	Brazil	100%	Indirect	Ordinary shares	Representation services
Allfunds Digital, S.L.U.² Calle Xativa, 21, 46002, Valencia, Spain	Spain	100%	Indirect	Ordinary shares	Software engineering
Allfunds Blockchain, S.L.U. C/ de los Padres Dominicos 28050, Madrid, Spain	Spain	100%	Indirect	Ordinary shares	Software engineering activities and technology development
Allfunds Hong Kong Limited Suite 3612-13 36F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong	Hong Kong	100%	Indirect	Ordinary shares	Investment Services
Allfunds Data Analytics Limited 2 Fitzroy Place, 8 Mortimer Street, London, W1T 3JJ, United Kingdom	United Kingdom	100%	Indirect	Ordinary shares	Software engineering and data solutions provider
Allfunds Tech Solutions France 75 Boulevard Haussman, 75008, Paris, France	France	100%	Indirect	Ordinary shares	Software engineering
Allfunds Tech Solutions Germany GmbH c/o Mazars GmbH, 1 Theodor Stern Kai, 60596, Frankfurt am Main, Germany	Sweden	100%	Indirect	Ordinary shares	Software engineering
Allfunds Tech Solutions Sweden AB c/o Mazars, PO Box 1317, 11183 Stockholm, Sweden	Sweden	100%	Indirect	Ordinary shares	Software engineering
Allfunds Tech Solutions Switzerland AG 15 Joahnn Aberli Strasse, 2503, Biel, Swizerland	Switzerland	100%	Indirect	Ordinary shares	Software engineering
Allfunds Tech Solutions UK Limited 2 Fitzroy Place, 8 Mortimer Street, London W1T 3JJ, United Kingdom	United Kingdom	100%	Indirect	Ordinary shares	Software engineering
Allfunds Investment Solutions Limited, 30 Boulevard Royal, L-2249, Luxembourg	Luxembourg	100%	Indirect	Ordinary shares	Investment services
Allfunds Information & Technology Services (Shanghai) Co. Ltd, Pudong New District, Shanghai, China	China	100%	Indirect	Ordinary shares	Software engineering
Allfunds (Middle East) Limited¹ The Gate Building, 4th Floor, West Wing, Unit 401, DIFC, Dubai, PO Box 506601, United Arab Emirates	UAE	100%	Indirect	Ordinary shares	Investment services
MainStreet Capital Partners Limited 51 Holland Street, London, W8 7JB, United Kingdom	United Kingdom	75%	Indirect	Ordinary shares	ESG consulting services
MainStreet Analytics Limited 51 Holland Street, London, W8 7JB, United Kingdom	United Kingdom	75%	Indirect	Ordinary shares	ESG consulting services
Allfunds Digital Solutions, S.L.U.² Calle Xativa, 21, 46002, Valencia, Spain	Spain	100%	Indirect	Ordinary shares	Software engineering
1. Created during 2024. 2. Created during 2025.


Allfunds Annual Report 2025	www.allfunds.com			191


Contents	Financial Statements	Company Financial Statements

Company Financial

Statements


Allfunds Annual Report 2025	www.allfunds.com			192


Contents	Financial Statements	Company Financial Statements	Company statement of Financial Position

Company statement of financial position

As at 31 December 2025


		31 Dec 25	31 Dec 24
	Notes	EUR (‘000s)	EUR (‘000s)
Assets
Non-current assets
Investments in subsidiary company	4	3,266,553	3,259,778
Intangible assets		28	—
Property, plant and equipment		70	1
Total non-current assets		3,266,651	3,259,779
Current assets
Financial assets held at amortised cost	5	4,451	3,689
Tax assets		—	131
Other assets		1,003	1,659
Cash and cash equivalents		31,088	1,413
Total current assets		36,542	6,892
Total assets		3,303,193	3,266,671
Equity and liabilities
Non-current liabilities
Financial liabilities held at amortised cost	6	410,732	392,000
Provisions		994	—
Total non-current liabilities		411,726	392,000
Current liabilities
Financial liabilities held at amortised cost	6	4,905	46,435
Other liabilities	7	5,088	2,703
Total current liabilities		9,993	49,138
Total liabilities		421,719	441,138
Equity attributable to equity holders of the parent entity
Share capital		1,504	1,527
Share premium		1,925,501	1,960,203
Retained earnings		973,045	846,151
Treasury shares		(22,806)	(5,988)
Other reserves		4,230	23,640
Total equity		2,881,474	2,825,533
Total equity and liabilities		3,303,193	3,266,671

The Company Financial Statements were approved and authorised by the Directors of the Company on 30 March 2026 and

were signed on its behalf by:

Alvaro Perera

Chief Financial Officer

Allfunds Group plc

Company registration number 10647359


Allfunds Annual Report 2025	www.allfunds.com			193


Contents	Financial Statements	Company Financial Statements	Company statement of comprehensive income

Company statement of comprehensive income

For the year ended 31 December 2025


		31 Dec 25	31 Dec 24
	Notes	EUR (‘000s)	EUR (‘000s)
Fee, commission and service income		—	—
Fee, commission and service expense		(198)	(42)
Net fee, commission and service revenue		(198)	(42)
Interest income		651	606
Interest expense		(426)	(269)
Net interest income from treasury activities		225	337
Net Revenue		27	295
Employee compensation and benefits	8	(2,893)	(1,511)
General and administrative expenses	9	(13,404)	(6,773)
Other income	10	239,572	109,181
Amortisation and depreciation relating to other intangible assets and property, plant and equipment		(17)	(13)
Profit before finance costs and tax income		223,285	101,179
Finance costs		(19,186)	(24,914)
Profit before tax		204,099	76,265
Tax income	11	2,829	2,508
Profit after tax		206,928	78,773

Other comprehensive income
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign operations		—	—
Total other comprehensive income		—	—
Total comprehensive income for the period		206,928	78,773


Allfunds Annual Report 2025	www.allfunds.com			194


Contents	Financial Statements	Company Financial Statements	Company statement of changes in equity

Company statement of changes in equity

For the year ended 31 December 2025


	Notes	Share capital EUR (‘000s)	Share premium EUR (‘000s)	Retained Earnings EUR (‘000s)	Other Reserves EUR (‘000s)	Treasury Shares EUR (‘000s)	Total equity EUR (‘000s)
Balance as at 1 Jan 2024		1,550	2,010,180	825,276	16,137	(8,860)	2,844,283
Total comprehensive income and profit for the year		—	—	78,773	—	—	78,773
Transactions with owners of the Company
Dividends		—	—	(57,898)	—	—	(57,898)
Employee share schemes		—	—	—	6,054	2,872	8,926
Treasury shares acquired¹		—	—	—	—	(50,000)	(50,000)
Share capital cancellation		(23)	(49,977)	—	—	50,000	—
Other		—	—	—	1,449	—	1,449
Balance as at 31 Dec 2024		1,527	1,960,203	846,151	23,640	(5,988)	2,825,533


	Notes	Share capital EUR (‘000s)	Share premium EUR (‘000s)	Retained Earnings EUR (‘000s)	Other Reserves EUR (‘000s)	Treasury Shares EUR (‘000s)	Total equity EUR (‘000s)
Balance as at 1 Jan 2025		1,527	1,960,203	846,151	23,640	(5,988)	2,825,533
Total comprehensive income and profit for the year		—	—	206,928	—	—	206,928
Transactions with owners of the Company
Dividends		—	—	(80,034)	—	—	(80,034)
Employee share schemes		—	—	—	6,226	5,554	11,780
Treasury shares acquired¹		—	—	—	—	(80,000)	(80,000)
Share capital cancellation		(23)	(57,605)	—	—	57,628	—
Other		—	22,903	—	(25,636)	—	(2,733)
Balance as at 31 Dec 2025		1,504	1,925,501	973,045	4,230	(22,806)	2,881,474
1. Please see Note 20.b of the consolidated financial statements.

The principal difference between the consolidated retained earnings and the Company retained earnings is due to the

impairment of goodwill of the investment in its subsidiary Liberty Partners, S.L.U. at the consolidated level.


Allfunds Annual Report 2025	www.allfunds.com			195


Contents	Financial Statements	Company Financial Statements	Company statement of cash flows

Company statement of cash flows

For the year ended 31 December 2025


		31 Dec 25	31 Dec 24
	Notes	EUR (‘000s)	EUR (‘000s)
Operating activities
Profit after tax for the year		217,016	78,773
Adjustments for:
Depreciation and amortisation		17	13
Finance costs		19,186	24,914
Short-term rentals		—	143
Net exchange differences		—	—
Tax income	11	(2,829)	(2,508)
Adjusted profit		233,390	101,335
Net decrease/(increase) in operating assets
Financial assets held at amortised cost		—	(1,109)
Other operating assets		—	1,762
		—	653
Net increase in operating liabilities
Financial liabilities held at amortised cost		—	493
Other operating liabilities		—	3,851
		—	4,344
Net cash inflows generated from operating activities		233,390	106,332
Investing activities
Purchase of equity investment in subsidiaries		—	(42,000)
Net cash outflows generated from investing activities		—	(42,000)
Financing activities
Dividends paid		(80,034)	(57,898)
Proceeds from borrowings on revolving credit facility		—	42,000
(Payments) / proceeds from intercompany borrowings		(26,000)	26,000
Acquisition of treasury shares		(80,000)	(50,250)
Loan interest paid		—	(24,304)
Lease liability payments		—	(13)
Net cash flows generated from financing activities		(186,034)	(64,465)
Effect of exchange rate changes on cash and cash equivalents		—	—
Net (decrease) in cash and cash equivalents		47,356	(133)
Cash and cash equivalents at the start of the year		1,546	1,546
Cash and cash equivalents at the end of the year		48,902	1,413

Additional disclosures

Included in operating activities were dividends received during the year to 31 December 2025 of EUR 238,500 thousand (31

December 2024: EUR 108,000 thousand).

Non-cash disclosures

During the year to 31 December 2025, XXX,XXX ordinary shares were issued to the beneficiaries of the share based payment

schemes (31 December 2024: 392,497 ordinary shares).

Method used

The indirect method has been used in the preparation of the cash flows for both the years ended 31 December 2025 and

31 December 2024.


Allfunds Annual Report 2025	www.allfunds.com			196


Contents	Financial Statements	Notes to the Company Financial Statements

Notes to the Company

Financial Statements

For the year ended 31 December 2025


Allfunds Annual Report 2025	www.allfunds.com			197


Contents	Financial Statements	Notes to the Company Financial Statements

1. Basis of Accounting

1.a. Statement of compliance

The individual financial statements for the year ended 31 December 2025 have been prepared on a going concern basis and in

accordance with UK adopted International Accounting Standards in conformity with the requirements of the United Kingdom

("UK") Companies Act 2006.

1.b. Basis of preparation

The financial statements have been prepared on the historical cost basis.

The financial statements are presented in Euros, which is the currency of the primary economic environment in which the

Company operates (the “functional currency”) and have been rounded to the nearest thousand.

The Directors have made inquiries and having considered the current economic climate at the time of approving the individual

financial statements, as well as the expected working capital requirements that the Company will have for the 12 months from

the date that these financial statements are signed and issued, they have a reasonable expectation that the Company will have

adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going

concern basis of accounting in preparing the individual financial statements.

2. Material Accounting Policy Information

The standalone financial statements for the Company have been prepared under the same accounting treatments as described

in the Group accounting policies in Notes 2 and 3 of the Notes to the Consolidated Financial Statements, where applicable.

In addition, the Company is in adherence to the Group´s Pillar Two disclosure made in Note 8.3 of the Notes to the

Consolidated Finance Statements.

3. Critical Accounting Judgements and Key Sources of Estimation Uncertainty

There are no critical accounting judgements or key sources of estimation uncertainty in the preparation of the Company financial

statements.

4. Investments in Subsidiary Company

The Company owns 100% of the share capital of Liberty Partners, S.L.U., a holding company, and therefore, indirectly, its

subsidiaries.

The investment in subsidiary is held at cost less accumulated impairment losses.


	31 Dec 2025	31 Dec 2024
	EUR (‘000s)	EUR (‘000s)
Investment at cost	3,259,778	3,209,007
Additions	6,775	50,771
Total investment in Subsidiary	3,266,553	3,259,778

During the year to 31 December 2025 there was an increase for the employee share scheme of EUR 6,775 thousand (31

December 2024: EUR 8,771 thousand). In addition, during the year to 31 December 2024 there there were subscriptions in newly

issued shares in the subsidiary company for EUR 42,000 thousand.

5. Financial Assets held at Amortised Cost


	2025	2024
	EUR (‘000s)	EUR (‘000s)
Receivable intercompany balances	4,450	3,689
Other financial assets	1	—
Total	4,451	3,689


Allfunds Annual Report 2025	www.allfunds.com			198


Contents	Financial Statements	Notes to the Company Financial Statements

6. Financial Liabilities held at Amortised Cost


	2025	2024
	EUR (‘000s)	EUR (‘000s)
Non-current liabilities
Revolving credit facility	410,492	392,000
Total non-current liabilities	410,492	392,000

Current liabilities
Intercompany loan payable	—	26,000
Revolving credit facility	—	17,794
Interest owed to credit institutions	3,291	2,485
Other financial liabilities	1,614	156
Total current liabilities	4,905	46,435

Total	415,397	438,435

The Revolving Credit Facility (“RCF”) was entered into by the Company in 2021 with a total capacity of EUR 550,000 thousand

and was valid until April 2025. During the year 2025 the RCF was further extended for a two year period until April 2027.

As at 31 December 2025, the total amount drawn on the facility was EUR 412,000 thousand (31 December 2024: EUR 412,000

thousand). Interest expense pending due on the RCF as at 31 December 2025 was EUR 3,291 thousand (31 December 2024:

EUR 2,485 thousand).

7. Other Liabilities


	2025	2024
	EUR (‘000s)	EUR (‘000s)
Other liabilities include:
Accrued variable remuneration costs	1,073	545
Other payables	4,015	2,158
Total	5,088	2,703

8. Employee Compensation and Benefits


	2025	2024
Average number of employees during the year:
Senior	1	1
Manager	2	—
Technical and general	—	1
Total	3	2


	2025	2024
	EUR (‘000s)	EUR (‘000s)
Employee compensation and benefits include the following expenses:
Wages and salaries	(1,526)	(1,236)
Social security costs	(227)	(85)
Expense for defined contributions pension funds	(33)	(14)
Termination benefits	(994)	—
Long-term incentive plans	(89)	(154)
Other staff costs	(24)	(22)
Total	(2,893)	(1,511)


Allfunds Annual Report 2025	www.allfunds.com			199


Contents	Financial Statements	Notes to the Company Financial Statements

9. General and Administrative Expenses


	2025	2024
	EUR (‘000s)	EUR (‘000s)
Other expenses include:
Insurance	(1,127)	(1,435)
Legal and professional	(5,191)	(1,391)
Sub-contracted administrative services	(4,938)	(1,120)
Rental expenses	(7)	(924)
Controlling bodies	(585)	(590)
Audit Fees	(521)	(341)
Other assurance services provided by the auditor	—	(84)
Other	(1,035)	(888)
Total	(13,404)	(6,773)

10. Other Income/(Expenses)


	2025	2024
	EUR (‘000s)	EUR (‘000s)
Other income includes:
Dividends received	238,500	108,000
Other income	1,229	1,181
Total	239,729	109,181

11. Tax Income


	2025	2024
	EUR (‘000s)	EUR (‘000s)
Profit for the period before tax	204,099	76,265
Adjustment for:
Non taxable dividend income	(238,500)	(108,000)
Non tax–deductible expenses	25,010	24,769
Taxable (loss)	(9,392)	(6,966)
Tax rate	25%	25%
Tax income derived from surrender of tax losses on current year¹	2,349	1,742
Adjustment in relation to prior years²	480	766
Tax income	2,829	2,508
1. Expected surrender of tax losses from Allfunds Group plc to Allfunds Bank, S.A.U. London branch for the year ended 31 December 2025. 2. Allfunds Group plc surrendered tax losses to Allfunds Bank, S.A.U. London branch for the year ended 31 December 2024.

11.1 Pillar Two Disclosure

The Company would be the Ultimate Parent Entity (UPF) of the Group for Pillar Two Purposes. Please refer to Note 8.3 of the

Consolidated financial statements for more information in this regard.

12. Financial Risk Management

The Company’s risk management framework is the same as that applied by the Group. See Note 6 in the consolidated financial

statements.

13. Capital Management

The Company’s capital management policies are the same as those applied by the Group. See Note 7 in the consolidated

financial statements.


Allfunds Annual Report 2025	www.allfunds.com			200


Contents	Financial Statements	Notes to the Company Financial Statements

14. Related Party Transactions

Balances and transactions between the Company and other subsidiaries of the Allfunds Group or with shareholders which are

related parties, are as follows:


	As at
	Assets		Liabilities
	31 Dec 2025	31 Dec 2024	31 Dec 2025	31 Dec 2024
	EUR (‘000s)	EUR (‘000s)	EUR (‘000s)	EUR (‘000s)
BNP Paribas	30,186	1,433	—	—
LHC3 Group	—	3,688	—	26,079

	12 months to
	Commission / Other income		Commission / Other expenses
	31 Dec 2025	31 Dec 2024	31 Dec 2025	31 Dec 2024
	EUR (‘000s)	EUR (‘000s)	EUR (‘000s)	EUR (‘000s)
BNP Paribas	649	606	—	—
LHC3 Group	—	1,076	-426	-2,150
The LHC3 Group asset balance of EUR XXX thousand relates to the tax losses given to other Group companies (31 December 2024: EUR 3,688 thousand) and the LHC3 Group liability balance of EUR XXX thousand reflects the intra group loan repayable by the Company to Allfunds Bank, S.A.U. (31 December 2024: EUR 26,079 thousand).

15. Subsequent Events

There were no significant subsequent events that have occurred since 31 December 2025 up to the date of issuance of these

Company financial statements.

Deutsche Börse


Allfunds Annual Report 2025	www.allfunds.com			201


	Contents			Additional information

Additional Information


202		Reconciliations from IFRS to non-IFRS measures
204		Alternative performance measures
205		Glossary
206		Shareholder information
211		Important legal information


Allfunds Annual Report 2025	www.allfunds.com			202


Contents	Additional information	Reconciliations from IFRS to non-IFRS measures

Reconciliations from IFRS to non-IFRS measures

For the year ended 31 December 2025


	Year ended 31 December 2025	Held for Sale	Year ended 31 December 2025	Year ended 31 December 2024
	EUR (‘000s)	EUR (‘000s)	EUR (‘000s)	EUR (‘000s)
Profit / (loss) for the year after tax	2,345	—	2,345	(168,514)
Separately disclosed item¹
TSAs	683	—	683	582
M&A	10,782	—	10,782	5,371
LTIP and exceptional compensation	10,555	(469)	10,086	13,068
Spanish Bank Levy	—	—	—	7,014
Restructuring	23,416	(54)	23,362	9,109
Other non-recurring items	(32,389)	219	(32,170)	(14,187)
Subtotal	15,391	(304)	15,087	(147,557)
Impairment losses	135,172	(101,610)	33,562	259,875
Gains/(losses) from Assets Held for Sale	—	115,586	115,586	—
Amortisation of intangible assets acquired as a result of business combinations	127,951	(1,827)	126,125	137,128
Tax (Income)/ Expense	66,991	(1,813)	65,178	97,756
Adjusted Profit before tax	345,505	10,033	355,538	347,202
Finance costs	20,008	(135)	19,872	27,530
Impairment losses on financial assets	3,906	(370)	3,536	4,070
Amortisation and depreciation relating to other intangible assets and property, plant and equipment	47,892	(4,822)	43,070	43,362
Adjusted EBITDA	417,311	4,705	422,016	422,164
Underlying capital expenditures²	(59,410)	2,666	(56,744)	(54,576)
Rental expenses	(7,892)	98	(7,794)	(7,403)
Adjusted net interest expense	(20,008)	135	(19,872)	(27,530)
Adjusted cash tax expense	(90,909)	—	(90,909)	(94,546)
Normalised free cash flow	239,094	7,603	246,697	238,109
1. Separately disclosed items of EUR 20,957 thousand refer to the following adjustments: Employee compensation and benefits of EUR 16,130 thousand, other expenses of EUR 20,763 thousand and other operating net expense of EUR (15,936) thousand. 2. Underlying capital expenditure is comprised of additions as per Notes 9 and 10 of the consolidated financial statements with the exclusion of IFRS 16 non-cash additions.


	Year ended 31 December 2025	Year ended 31 December 2024
Figures in EUR thousand, unless otherwise stated	EUR (‘000s)	EUR (‘000s)
Employee compensation and benefits	(156,278)	(147,484)
Separately disclosed items
M&A	—	245
LTIP & exceptional compensation	10,086	13,068
Restructuring	20,415	2,817
Adjusted employee compensation and benefits	(125,777)	(131,354)


Allfunds Annual Report 2025	www.allfunds.com			203


Contents	Additional information	Reconciliations from IFRS to non-IFRS measures


	Year ended 31 December 2025	Year ended 31 December 2024
Figures in EUR thousand	EUR (‘000s)	EUR (‘000s)
General and Administrative expenses	(102,243)	(106,810)
Separately disclosed items
TSAs	683	582
M&A	10,782	5,371
Spanish Bank Levy	—	7,014
Restructuring	2,947	6,292
Other non-recurring items	5,419	1,504
Adjusted other expenses	(82,412)	(86,047)


	Year ended 31 December 2025	Year ended 31 December 2024
Figures in EUR thousand	EUR (‘000s)	EUR (‘000s)
Profit / (loss) before tax	69,336	(70,758)
Separately disclosed items
TSAs	683	582
M&A	10,782	5,371
LTIP & exceptional compensation	10,555	13,068
Spanish Bank Levy	—	7,014
Restructuring	23,416	9,109
Other non-recurring items	(32,389)	(14,186)
Total separately disclosed items	82,383	(49,800)
Impairment losses	135,172	259,875
Amortisation of intangible assets acquired as a result of business combinations	127,951	137,128
Adjusted cash tax expense	(92,014)	(94,546)
Adjusted Profit after tax	253,492	252,657


	Year ended 31 December 2025	Year ended 31 December 2024
Figures in EUR thousand, unless otherwise stated	EUR (‘000s)	EUR (‘000s)
Tax credit/(expense)	(65,178)	(97,756)
Up-front tax payment	—	—
Non-cash tax deferred adjustments (Allfunds Milan branch)	13,582	14,456
Non-cash tax deferred adjustments (Switzerland)	5,593	10,635
Non-cash tax deferred adjustments (Allfunds Bank group)	(1,893)	(466)
Non-cash tax deferred adjustments (Allfunds Digital group)	(44)	(44)
Non-cash tax deferred adjustments (Allfunds Group plc)	(15,574)	(15,616)
Financial Statements vs. cash tax expense	(6,713)	4,731
Adjustments re. Separately Disclosed items	(20,682)	(10,486)
Adjusted cash tax expense incl. Italian tax step up	(90,909)	(94,546)
Adjusted cash tax expense excl. Italian tax step up	(115,364)	(115,405)


Allfunds Annual Report 2025	www.allfunds.com			204


Contents	Additional information	Alternative performance measures

Alternative performance measures

Within the annual report and condensed financial statements,

various Alternative Performance Measures ("APMs") are

referred to. APMs are not defined by International Financial

Reporting Standards and should be considered together with

the Allfunds Group’s IFRS measurements of performance. We

believe APMs assist in providing greater insight into the

underlying performance of the Allfunds Group and enhance

comparability of information between reporting periods.

The table below states those which have been used, how

they have been calculated.


APMs	How calculated
Assets under Administration (AuA)	Assets under Administration, being the total market value of the volume of units or shares of UCIs which are managed by Fund Houses
AuA EoP	AuA on the Allfunds Group’s platform at the end of the relevant financial period (EoP)
AuA Average	Average value of the AuA on the Allfunds Group’s platform for the relevant financial period. It is calculated as the sum of the daily value of AuA on the Allfunds Group’s platform for the year divided by 365 and is derived from management’s internal accounting records
Net flows as a % of BoP AuA	Volumes of AuA from existing and new Distributors in any given year as a percentage of AuA on the Allfunds Group’s platform at the beginning of the relevant financial period (BoP). Net flows as a % of BoP AuA is derived from management’s internal accounting records
Market performance as a % of BoP AuA	Volumes of AuA from movements in the financial markets in any given year as a percentage of AuA on the Allfunds Group’s platform at the beginning of the relevant financial period. Market performance as a % of BoP AuA is derived from management’s internal accounting records
Net revenues	Net revenue represents the Allfunds Group’s fee, commission and service revenues less fee, commission and service expenses, plus the net interest income from treasury activities.
Net platform revenue margin	Net platform revenue divided by the average AuA for the relevant period and expressed in basis points
Adjusted EBITDA	Profit /(loss) for the year after tax, excluding net interest expense, tax credit /(expense), depreciation and amortisation, provisions and extraordinary items, adjusted to exclude separately disclosed items, impairment losses, losses on disposal and amortisation of intangible assets acquired as a result of business combinations. Such adjustments relate to costs and income that the Allfunds Group believes are not reflective of the ongoing performance of the business and are thus added back
Adjusted EBITDA margin	Adjusted EBITDA as a percentage of net revenue
Adjusted Profit after tax	Profit /(loss) before tax less Adjusted cash tax expenses, adjusted to exclude separately disclosed items, impairment losses, losses on disposal and amortisation of intangible assets acquired as a result of business combinations. Such adjustments relate to costs and income that the Allfunds Group believes are not reflective of the ongoing performance of the business and are thus added back to profit /(loss) before tax
Separately disclosed items	Comprise costs or profits recognised in a given period which, due to their nature or size, are disclosed separately to enable a more comparable view of period-to-period underlying performance. They include TSA and restructuring costs (excluding capital expenditures), M&A consultancy costs, other consulting and legal fees and other non-recurring items (including IT carve-out costs in relation to the BNPP Acquisition integration, double rental costs incurred due to moving to a new office in London and one-off staffing bonuses, redundancy and severance costs relating to the closing off of a redundant business line)
Normalised free cash flow	Profit /(loss) for the year after tax, excluding net interest expense, tax credit /(expense), and depreciation and amortisation, provisions and extraordinary items, adjusted to exclude separately disclosed items (as described above), impairment losses, losses on disposal and amortisation of intangible assets acquired as a result of business combinations, net of Underlying capital expenditures, rental expenses, net interest expense and illustrative taxes (assuming a 27% cash tax rate in 2020, a 29.5% cash tax rate in 2021 and a 26.5% cash tax rate in 2022)
Underlying capital expenditures	Sum of purchase of property, plant and equipment additions and intangible asset additions, less property, plant and equipment disposals and right-of-use asset additions as required by IFRS 16 Leases


Allfunds Annual Report 2025	www.allfunds.com			205


Contents	Additional information	Glossary

Glossary


Adjusted cash tax expenses	Current year cash tax expense (that is excluding non-cash items such as deferred taxes) that would have arisen for the Group if the separately disclosed items, impairment losses, losses on disposal and their associated tax deductions, when applicable, were not reflected. The Group views Adjusted cash tax expense as a helpful measure of the Group’s tax liabilities excluding the impacts of M&A activities which can distort the accounting tax rate and tax expense recognised through profit or loss
Adjusted Net Interest Expense	Net Interest income and Net interest expenses adjusted for one-off expenses
Allfunds Group or the Group	Includes the Company and Allfunds Bank, S.A.U. and all of its branches and affiliates
B2B	Business-to-Business
Banca Corrispondente	Local paying agent business division engaged in, amongst others, transfer agency, paying agency, investor relations management and tax and foreign exchange agency activities in Italy
BoP / EoP	Beginning of Period / End of Period
BNPP Acquisition	The contribution by BP2S of the BNPP LPA Business and the contribution by BNPP AM of the BNPP Platform Services Right, in consideration for the issuance to BP2S and BNPP AM Holding of shares in Allfunds Bank, S.A.U., which were ultimately rolled up into shareholdings in the Company of 25,491,756 and 9,913,476, Shares, respectively, such that BP2S and BNPP AM held 16.2% and 6.3%, respectively, of the issued Shares in the Company following the BNPP Acquisition Closing, which Shares held by BNPP AM have since been transferred to BNPP AM Holding as permitted transferee
BNPP LPA Business	The entire Banca Corrispondente, or local paying agent, business division, which was contributed by BP2S to Allfunds Bank, S.A.U. Milan Branch pursuant to the BNPP Acquisition, which was engaged in, amongst others, transfer agency, paying agency, investor relations management and tax and foreign exchange agency activities
bps	Basis points
CAGR	Compound annual growth rate
Clients	References to the Allfunds Group’s clients in this document refers to Fund Houses and Distributors
Discontinued Operations	Business metrics from the former Credit Suisse business. Due to the merger of Credit Suisse with UBS, UBS replaced Allfunds as the fund distribution platform partner for the former Credit Suisse business, and hence cancelled our exclusivity agreement in place. Assets will leave the platform in January 2025.
Distributor	A financial institution that buys and sells and/or distributes shares of UCIs on/through a fund platform, either for its own account or with a view to distributing such UCIs to its end investors. If a Distributor has entered into multiple, separate agreements for separate services, they are considered a separate Distributor under each agreement
EBITDA	Earnings Before Interest finance costs, Tax, impairment losses, Depreciation and Amortisation
Flows	Net flows as the result of inflows and outflows of AuA into the platform
Flywheel effect	Powerful network effects that benefit both Fund Houses and Distributors, created by Allfunds platform
Fund House	A financial institution that creates, manages or distributes UCIs
GDAs	Global Distribution Agreements in place with Fund Houses
Iccrea Banca LPA business or acquisition	The entire local paying agent business division of Grupo BCC Iccrea, which was acquired by Allfunds Bank, S.A.U. through its Milan branch in December 2023, which was engaged in, amongst others, transfer agency, paying agency, investor relations management and tax and foreign exchange agency activities
IPO Prospectus	Document dated 16 April 2021 filed at the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten, the AFM), related to the offering of up to 163,650,850 ordinary shares and admission to listing and trading of all ordinary shares of Allfunds Group plc on Euronext Amsterdam (the IPO)
M&A	Mergers & Acquisitions
MainStreet Partners	MainStreet Capital Partners Limited, entity acquired in February 2023 (65% shareholding) specialised in delivering proprietary ESG ratings, ESG investment strategies via model portfolios and empowered reporting to top tier financial groups
STP	Straight-through Processing (STP) trades placed by our Distributors as the number of orders reaching Allfunds platform through an STP process (swift, Fix and files)
TSA	Transitional Service Agreement
UCIs	Undertakings for Collective Investment (global scope)
UCITS	Undertakings for Collective Investments in Transferable Securities (European scope)


Allfunds Annual Report 2025	www.allfunds.com			206


Contents	Additional information	Shareholder information

Shareholder information

Share capital

As of 31 December 2025 , Allfunds’ issued share capital was

divided into 601,548,734 ordinary shares created under and

in accordance with English law, fully paid-up and with a

nominal value of €0.0025 each. Since 23 April 2021, the

shares are listed on Euronext Amsterdam under the ticker

symbol ‘ALLFG’ and ISIN code GB00BNTJ3546.

Own shares

As of 31 December 2025, the Company owned 830,441

ordinary shares with a nominal value of €0.0025 each. They

represent 0.1% of the Company's issued share capital.

In 2025, the Company repurchased [9,433,446] own shares,

with a nominal value of €0.0025 each, for a total

consideration of €50 million. All these shares were purchased

under the share buyback programme announced on 17 June

2024 with the purpose of cancelling the repurchased shares

and reducing the share capital. The shares were cancelled on

26 September 2024. The maximum number of own shares

held by the Company in 2025 was [10,263,887]. These shares

represented [ 1.7%] of the Company's issued share capital at

that time.

In 2025, the Group delivered 152,859 own shares to the

beneficiaries of the second tranche of the 2021 LTIP Award

that had vested on 1 January 2024 and 239,638 shares to the

Identified Staff members as part of their 2023 annual bonus

payment. These shares were delivered at no cost for the

receiving beneficiaries. No other own shares were disposed

of in 2023 or 2024. At the beginning of 2025, the Group

delivered 341,150 own shares to the beneficiaries of the 2022

LTIP Award under the time-based category, and 415,940 own

shares to Identified Staff members as part of their LTIP Award

2022 under the performance-based category, deferred

payment of their 2023 annual bonus and their 2024 variable

remuneration.

Rights attached to the shares

Each share confers its holder the right to cast one vote at the

Company’s general meeting. There are no restrictions on

voting rights other than those applicable to LHC3 Limited

pursuant to the Relationship Agreement which is further

described in 'Shareholder agreements' below.

The shares carry dividend rights.

The rights attached to any class of shares may only be varied

with the consent in writing of the holders of three quarters in

nominal value of the issued shares of that class or by a

special resolution passed at a general meeting of such

holders.

There are no shares without voting rights, shares with limited

economic rights or shares with any other special right

attached to them (other than the limitations to voting rights

applicable to LHC3 Limited pursuant to the Relationship

Agreement, as described in 'Shareholder agreements' below).

Form and transfer of the shares

The shares are registered in book-entry form and deposited

with Euroclear Nederland, the Dutch central securities

depository, whose registered office is as Herengracht

459-469, 1017 BS Amsterdam, the Netherlands. The shares

are transferable through book-entry records on the accounts

of investors with intermediaries that are participants in

Euroclear Nederland or intermediaries that hold, directly or

indirectly, accounts with participants in Euroclear Nederland.

There are no restrictions on the transferability of the shares

other than those that may be imposed by law and regulations

from time to time (such as market abuse regulations) and

those applicable to LHC3 Limited and the BNP Paribas

Entities pursuant to the Relationship Agreement.

Shareholder structure

The table below shows our shareholding structure as of 31

December 2025. Only substantial shareholdings in

accordance with transparency regulations are disclosed:


LHC3 Limited	35.4%
BNP Paribas S.A.	6.0%
BNP Paribas Asset Management Holding	6.5%
Treasury Shares	0.1%
Free float	52.0%
Total	100.0%

Shareholder agreements

At the time of the IPO on 16 April 2021, the Company entered

into a Relationship Agreement with its then principal

shareholders LHC3 Limited, the BNP Paribas Entities and

Credit Suisse AG, along with their controlling entities (the

Principal Shareholders). Credit Suisse AG is no longer a

Principal Shareholder of the Company following the sale of its

entire shareholding in the Company in October 2022.

Pursuant to this agreement, the Principal Shareholders are

entitled to nominate for appointment up to a given numbers

of directors or observers to the Board for so long as they hold

specific percentages of the total shares of Allfunds. In

addition, certain actions require the prior approval of each of

the Principal Shareholders, such as (a) agreeing to a change

of listing venue, additional listing venue or cancellation of any

listing; (b) any material reorganisation or similar of the Group;

proceeding of any material member of the Group; and

(d) acquiring or establishing any subsidiary or branch in the

United States or in certain specified tax haven jurisdictions.

As for share transfers, for so long as a Principal Shareholder

holds more than 5% of the shares in the Company, it can only

sell them in accordance with an agreed sell-down process

(subject to certain exemptions) that entitles all Principal

Shareholders to participate in any sell-down pro rata to their

holdings in the Company. Further information on the

Relationship Agreement can be found on pages 20-21 and

165-167 of the IPO prospectus available on the corporate

website.

The Company is not aware of any other agreements between

holders of shares that may result in restrictions on the

transfer of shares or on voting rights.

Employees’ share schemes

The Company does not have any employees’ share scheme

the shares of which have rights with regard to control of the

Company that are not directly exercisable by the employees.


Allfunds Annual Report 2025	www.allfunds.com			207


Contents	Additional information	Shareholder information

Dividends

In 2021, the Company approved a Dividend Policy aimed to

provide stable dividends going forward and targeting a

payout ratio of 20% to 40% of adjusted net income. The final

payout ratio shall be determined based, among others, on the

Company’s earnings, cash flow, financial condition and capital

investment requirements and considering that the Company

is the parent undertaking of Allfunds Bank, a consolidating

institution subject to Directive 2013/36/EU.

The Dividend Policy is available on the corporate website

(www.allfunds.com).

In 2025, the Board of Directors is proposing a final dividend of

€80 million being €0.131 per share which results in a pay-out

ratio of 32% of the adjusted net profit after tax. If approved,

the dividend will be paid in cash in May 2024.

The Articles of Association do not include any provision as to

the allocation of profits.

General meetings

The 2026 Annual General Meeting is expected to be held on

7 May 2026 at [12:00p.m.] (BST) in person.

Information on how to participate and details of the

resolutions to be proposed will be available in the notice of

the meeting that will be published on the corporate website

(www.allfunds.com). A live webcast will also be available on

the website. Shareholders should monitor our website and

announcements for any updates.

The procedures of the general meetings are described in

detail in the Articles of Association available on the corporate

website (www.allfunds.com).

Annual general meetings must be held by 30 June each year

and require 21 clear days’ notice to shareholders, or 28 clear

days’ notice if special resolutions are proposed, whereas,

subject to the UK Companies Act 2006, other general

meetings may be convened any time with 14 clear days’

notice.

For all general meetings, a quorum of two persons present at

the meeting and entitled to vote on the business transacted is

required, unless each of the two persons is a corporate

representative of the same corporation or is a proxy of the

same shareholder.

Every member who is present in person or represented at any

general meeting and who is entitled to vote has one vote on a

show of hands. On a poll, every member who is present or

represented and who is entitled to vote has one vote for

every share held.

Amendment of the Articles of Association

The Company’s Articles of Association may only be amended

by special resolution at a general meeting. They are available

on the corporate website (www.allfunds.com).

Powers to issue shares

Subject to the provisions of the UK Companies Act 2006 and

without prejudice to any rights attached to any existing

shares, shares may be issued with such rights or restrictions

as the Company may by ordinary resolution determine or,

subject to and in default of such determination, as the Board

shall determine.

Powers to allot shares and to disapply

pre-emptive rights

Subject to the provisions of the UK Companies Act 2006 and

in accordance with section 551 thereof, on the date of this

report directors are authorised, for a period expiring at the

end of the 2025 AGM of the Company to be held on 7 May

2025 (unless previously renewed, revoked or varied by the

Company in general meeting):

i. to allot shares in the Company, and to grant rights to

subscribe for or to convert any securities into shares in

the Company, up to an aggregate nominal amount of

approximately €517 thousand; and comprising equity

securities up to an aggregate nominal amount of

approximately €1,033 thousand (including within such

limit any shares issued or rights granted under paragraph

(a) above), in connection with an offer by way of a rights

issue to holders of shares in proportion (as nearly as

practicable) to their existing holdings or to holders of

other equity securities if this is required by the rights of

those equity securities, or if the directors consider it

necessary, as permitted by the rights of those equity

securities, in each case subject to such exclusions or

arrangements as the Board deems necessary or

appropriate to deal with treasury shares, fractional

entitlements, record dates, legal, regulatory or practical

problems in, or under the laws of, any territory or any

other matter;

ii. to make an offer or agreement, before this authority

expires, which would or might require shares to be

allotted, or rights to subscribe for or convert any security

into shares to be granted, after expiry of this authority,

and the directors may allot shares and grant rights in

pursuance of that offer or agreement as if this authority

had not expired.

iii. The directors are further authorised, pursuant to sections

570 and 573 of the UK Companies Act 2006, for a period

expiring at the end of the 2025 AGM of the Company to

be held on 7 May 2025 (unless previously renewed,

revoked or varied by the Company in general meeting), to

disapply pre-emptive rights, with respect to:

a. the allotment of equity securities for cash in connection

with an offer of equity securities to holders of shares in

the Company in proportion (or as nearly as practicable)

to their existing holdings and to holders of other equity

securities if this is required by the rights of those

securities, or if the directors consider it necessary, as

permitted by the rights of those equity securities,

subject to such exclusions or arrangements as the

Board deems necessary or appropriate to deal with

treasury shares, fractional entitlements, record dates,

legal, regulatory or practical problems in, or under the

laws of, any territory or any other matter,

b. the allotment of equity securities or the sale of treasury

shares for cash (other than as described in the

previous paragraph) up to an aggregate nominal value

of approximately €155 thousand, and

c. the allotment of equity securities or the sale of treasury

shares for cash (other than under paragraphs (a) and


Allfunds Annual Report 2025	www.allfunds.com			208


Contents	Additional information	Shareholder information

(b) above) up to the nominal value of 20% of any

allotment of securities or sale of treasury shares under

paragraph (b), only for making a follow-on offer which

the Board determines to be of a kind contemplated by

paragraph 3 of Section 2B of the most recent

Statement of Principles on Disapplying Pre-Emption

Rights,

d. the allotment of equity securities or the sale of treasury

shares for cash up to an additional aggregate nominal

value of approximately €155 thousand used only for the

purposes of financing (or refinancing, if the authority is

to be used within twelve months after the original

transaction) a transaction which the Board determines

to be an acquisition or other capital investment of a

kind contemplated by the most recent Statement of

Principles on Disapplying Pre-Emption Rights, and

e. the allotment of equity securities or the sale of treasury

shares for cash (other than under paragraph (d) above)

up to the nominal value of 20% of any allotment of

securities or sale of treasury shares under paragraph

(d), only for making a follow-on offer which the Board

determines to be of a kind contemplated by paragraph

3 of Section 2B of the most recent Statement of

Principles on Disapplying Pre-Emption Rights, and

f. to make an offer or agreement, before this authority

expires, which would or might require equity securities

to be allotted after expiry of this authority, and the

directors may allot equity securities in pursuance of

that offer or agreement as if this authority had not

expired.

At the 2025 AGM, shareholders will be asked to renew these

general and unconditional authorities to the directors, under

the same terms and conditions as the existing ones, and for

the same amounts (in terms of percentage of nominal value),

for a period expiring on the earlier of the end of the following

AGM of the Company or the close of business of 7 August

2025 (unless previously renewed, revoked or varied by the

Company in general meeting).

Power to acquire own shares

The Articles of Association do not restrict the Company’s

ability to purchase its own shares. However, English law

generally prohibits the Company from purchasing its own

shares by way of off-market purchases without the prior

approval of shareholders by ordinary resolution, and further

prohibits the Company from conducting on-market purchases

as its shares are not traded on a recognised investment

exchange in the United Kingdom.

At the 2024 AGM, shareholders approved the terms of the

buyback contracts proposed to be entered into for off-market

purchases (as defined in Section 693(2) of the UK Companies

Act 2006) by the Company of its own ordinary shares, and to

authorise the Company to purchase own shares pursuant to

such buyback contracts, provided that the maximum

aggregate number of ordinary shares authorised to be

purchased is 62,005,570 shares and the minimum price

(exclusive of expenses) per ordinary share that may be paid is

€0.0025 and the maximum price (exclusive of expenses) per

ordinary share that may be paid is the higher of:

a. an amount equal to 5% above the average market value of

an ordinary share for the five business days immediately

preceding the day on which the Company agrees to buy

the relevant ordinary share, based on the share price on

Euronext Amsterdam; and

b. the higher of the price of the last independent trade and

the highest current independent bid on the trading venues

where the purchase is carried out.

This authority shall expire at the end of the 2025 AGM of the

Company to be held on 7 May 2025 (unless previously

renewed, revoked or varied by the Company in general

meeting), but without prejudice to the continuing authority of

the Company to purchase ordinary shares pursuant to a

contract concluded before the expiry of such authority and

which might be executed wholly or partly after such expiry.

At the 2025 AGM shareholders will be asked to approve the

terms of the buyback contracts proposed to be entered into

for off-market purchases by the Company of its own ordinary

shares, and to authorise the Company to purchase ordinary

shares pursuant to such buyback contracts in the same terms

as under the existing delegation, for a period expiring on the

earlier of the end of the following AGM of the Company or the

close of business of 7 August 2025 (unless previously

renewed, revoked or varied by the Company in general

meeting), but without prejudice to the continuing authority of

the Company to purchase ordinary shares pursuant to a

contract concluded before the expiry of such authority and

which might be executed wholly or partly after such expiry.


Allfunds Annual Report 2025	www.allfunds.com			209


Contents	Additional information	Group structure

Group structure

The chart below shows the structure of the Allfunds' Group as of 31 December 2025.

Allfunds Group plc

(United Kingdom)

BRANCHES

ALLFUNDS BANK S.A.U.

London Branch

(United Kingdom)

100%

ALLFUNDS BANK S.A.U.

Milan Branch

REP OFFICES

Liberty Partners, S.L.

Unipersonal

(Spain)

(Italy)

ALLFUNDS BANK S.A.U.

Representation Office in Bogota

ALLFUNDS BANK S.A.U.

Luxembourg Branch

(Colombia)

(Luxembourg)

100%

ALLFUNDS BANK S.A.U.

Representation Office in Santiago de Chile

ALLFUNDS BANK S.A., Madrid,

Zurich Branch

(Chile)

Allfunds Bank, S.A.U.

(Spain)

(Switzerland)

ALLFUNDS BANK S.A.U.

Representation Office in Miami

ALLFUNDS SINGAPORE BRANCH

(Singapore)

(EEUU)

ALLFUNDS BANK

Brazil REPRESENTACOES LTDA

ALLFUNDS BANK S.A.

Stockholm Branch Sweden, Filial

(Brazil)

(Sweden)

ALLFUNDS BANK S.A.U.

Paris Branch

(France)

ALLFUNDS BANK S.A.U.

Warsaw Branch

(Poland)

SUBSIDIARIES

Allfunds Digital S.L.U.

100%

Allfunds Blockchain, S.L.U.

100%

ALLFUNDS Hong Kong Limited

100%

(Spain)

(Hong Kong SAR of China)

Allfunds Digital Solutions, S.L.U.

Allfunds Data Analytics Limited

100%

Allfunds (Middle East) Limited

100%

(Spain)

(UK)

(United Arab Emirates)

ALLFUNDS Nominee Ltd.

100%

Allfunds Investment Solutions, S.A.

100%

ALLFUNDS Hong Kong Limited

100%

(United Kingdom)

(Luxembourg)

(Hong Kong SAR of China)

MainStreet Capital Partners Limited

75%

Allfunds Tech Solutions

100%

Allfunds Tech Solutions UK Limited

100%

(UK)^*

Sweden AB

Allfunds Tech Solutions

100%

Allfunds Tech Solutions

100%

Allfunds Tech Solutions

100%

Switzerland AG

Germany GmbH

France

MainStreet Analytics Limited

100%

(UK)

Please visit https://allfunds.com/en/investors/share/#capital for further shareholding details above Allfunds Group plc (listed company)


Allfunds Annual Report 2025	www.allfunds.com			210


Contents	Additional information	Group structure


Allfunds Annual Report 2025	www.allfunds.com			211


Contents	Additional information	Important legal information

Important legal information

The Company has included in this Annual Report and may

from time to time include in its public filings, press releases or

other public statements, certain forward-looking statements

with respect to the business, strategy, operations,

performance and financial condition of the Group. Statements

that are not historical facts, including statements about the

Group’s or its directors’ and/or management’s beliefs and

expectations, are forward-looking statements.

Words such as ‘achieves’, ‘aims’, ‘anticipates’, ‘believes’,

‘considers’, ‘could’, ‘estimates’, ‘expects’, ‘intends’, ‘likely’,

‘may’, ‘plans’, ‘potential’, ‘projects’, ‘seek’, ‘should’, ‘targets’,

‘will’, ‘would’, and variations of these words and similar future

or conditional expressions are intended to identify forward-

looking statements but are not the exclusive means of

identifying such statements.

By their nature, forward-looking statements involve risk and

uncertainty because they relate to events and depend on

circumstances that will or may occur in the future. Actual

outcomes or results could differ materially from forward-

looking statements made by the Group or on its behalf.

Factors that could cause actual outcomes or results to differ

materially from forward-looking statements include, but are

not limited to: the Group’s ability to maintain or grow its

network of Distributors and Fund Houses and to retain the

largest ones; the Group’s ability to adapt to new technology

and provide new services; the availability and performance of

the Group’s platform and IT systems; changes to the Group’s

entrepreneurial culture; the Group’s ability to attract and retain

senior management and other employees; fee pressure in the

asset management industry; potential consolidation in the

fund platform industry; general economic, political and market

conditions, market risk and investor behaviour in the countries

where the Group operates; fluctuation of interest rates and

exchange rates; changes in laws, regulations, practices and

accounting standards or taxation; changes to regulatory

capital or liquidity requirements; natural, pandemic (including

but not limited to the COVID-19 pandemic) and other

disasters. A number of these influences and factors are

beyond the Group’s control.

Except as required by any applicable law or regulation, the

forward-looking statements contained in this Annual Report

speak as at the date on which they are made and the Group

expressly disclaims any obligation or undertaking to update or

review any forward-looking statements as a result of new

information, future events or otherwise. The information,

statements and opinions contained in this document do not

constitute a profit forecast.


Business Model & Strategic report
Chief Executive’s review	4
2025 Key business highlights	8
Allfunds at a glance	9
Our Business Model	12
Key Performance Indicators	15
Strategy & Equity story	18
Sustainability overview	29
Our people, our strength	54
Risk Review	56

Corporate Governance
Governance structure	63
Chair's introduction	64


128		Preparation of financial statements and statement of directors’ responsibilities
129		Independent auditor's report to the members of Allfunds Group plc
136		Consolidated Financial Statements
137		Consolidated statement of financial position
138		Consolidated statement of comprehensive income
139		Consolidated statement of changes in equity
140		Consolidated statement of cash flows