# 1 STRATEGIC REPORT The directors present their strategic report for Pollen Street Group Limited (the "Company") for the year ended 31 December 2023. ## ABOUT THE POLLEN STREET BUSINESS Pollen Street$^{1}$ is an alternative asset manager dedicated to investing within the financial and business services sectors across both Private Equity and Private Credit strategies. The business was founded in 2013 and has consistently delivered top tier returns alongside growing assets under management ("AuM"). Pollen Street benefits from a complementary set of asset management activities focused on managing third-party AuM (the "Asset Manager") together with on-balance sheet investments (the "Investment Company"). The Asset Manager raises capital from high quality investors and deploys it into its Private Equity and Private Credit strategies. The strong recurring revenues from this business enable delivery of scalable growth. The Investment Company invests in the strategies of the Group delivering attractive risk adjusted returns and accelerating growth in third-party AuM of the Asset Manager through investing in Pollen Street funds, taking advantage of attractive investment opportunities and aligning interest with our investors to grow AuM. Today the portfolio is largely invested in Credit Assets with the allocation to Private Equity expected to increase to 30 per cent in the long term. The portfolio consists of both direct investments and investments in funds managed by Pollen Street. Further information on the Pollen Street business can be found on the Group's website or in the Annual Report and Accounts for Pollen Street Limited as at and for the year ended 31 December 2023, which are also available on the website. ## ABOUT POLLEN STREET GROUP LIMITED Pollen Street Group Limited was established on 24 December 2021, in Guernsey. The Company's purpose was to become the parent company of Pollen Street Limited by way of a scheme of arrangement (the "Scheme"). The Company's activities until the Scheme came into effect were compliance related. The scheme of arrangement came into effect on 24 January 2024. Under the Scheme, shareholders of Pollen Street Limited at the Scheme effective date received one share in the Company in exchange for each share held in Pollen Street Limited. Shares issued by the Company were then admitted to the premium listing segment of the official list and to trading on the London Stock Exchange's ("LSE") main market for listed securities and the Company was converted from a private company to a public company and became the new parent company of Pollen Street Limited and its subsidiaries. On 14 February 2024, Pollen Street Limited distributed the entire issued share capital in Pollen Street Capital Holdings Limited to the Company (the "Distribution", and together with the Scheme the "Reorganisation"). Pollen Street Group Limited, Pollen Street Limited and Pollen Street Capital Holdings Limited and their subsidiaries form the "Group". ## PRINCIPAL ACTIVITIES Throughout 2023, the Company's principal activities were establishing the corporate governance structures necessary to complete the Reorganisation. Following the completion of the Reorganisation, the Company's principal activities are to be the holding company for two 100 per cent owned subsidiaries, which includes Pollen Street Limited (the "Investment Company") and Pollen Street Capital Holdings Limited (the "Asset Manager"). ## CORPORATE GOVERNANCE On 8 December 2023, the Company held a Board meeting where it established a governance structure that mirrored that of Pollen Street Limited. Jupiter Trustees Limited was appointed as the Guernsey Registered Office service provider on 13 November 2023 and Link Company Matters Limited as the Company Secretary. $^{1}$ "Pollen Street" and "Group" prior to the Scheme effective date includes "Pollen Street plc and its subsidiaries" and after the Scheme effective date includes "Pollen Street Group Limited and its subsidiaries". 3 --- All the directors of Pollen Street Limited were appointed as Non-Executive Directors and Executive Directors of the Company prior to the Scheme effective date. Members of the committees of the Board of Pollen Street Limited were also appointed as members of the equivalent committees of the Board of the Company in December 2023. Throughout 2023, the Company was not listed and its only activity involved preparing for the Scheme. In addition to complying with The Companies (Guernsey) Law 2008, as amended, following its listing on 24 January 2024, the Company is required to comply with the Listing Rules and UK Corporate Governance Code 2018 (the 'UK Corporate Governance code'). The company have complied with the listing rules and UK Corporate Governance Code except to the extent explained in the Regulatory Disclosures on page 16. For details on Pollen Street's activities in 2023 see the Annual Report and Accounts of Pollen Street Limited that were published on 21 March 2024 and are available on the Company's website. ## RESULTS AND DIVIDEND Up to 31 December 2023, the Company had no subsidiaries, therefore, the Annual Report and Accounts for the year ended 31 December 2023 have been prepared on a Company basis only. The Company incurred £103,273 (2022: £13,859) of expenses during the year. The expenses were financed through recharges to Pollen Street Limited and Pollen Street Capital Holdings Limited. As such the Company reported none profit or loss after tax (2022: none). The directors have not recommended a dividend (2022: none). ## THE COMPANY'S CORE VALUES The Directors have considered and defined the Company's culture, purpose and values. By identifying the important elements of the Company's dynamic and driven culture, the Directors assess and monitor it and ensure that it remains aligned with the Company's purpose, values and strategy. The Board promotes a culture of openness and debate. The Company operates around five core values; expert, caring, enterprising, progressive and driven. We aim to be a purpose-led asset manager delivering consistent returns and sustainable growth for our investors and stakeholders alongside positive impact for our people, portfolio companies and wider society. The culture of the Board is considered as part of the annual review of the board effectiveness and the strategy review processes. ## CORPORATE ADVISORS AND SERVICE PROVIDERS The Group uses a diverse range of advisers and service providers, such as the Company Secretary, Registrar and corporate brokers, to support its business. The Board maintains regular contact with these providers, primarily at the Board and Committee meetings. The Group formally assesses their performance, fees and continuing appointment annually to ensure that the key service providers continue to function at an acceptable level and are appropriately remunerated to deliver the expected level of service. ## ENVIRONMENTAL, SOCIAL AND GOVERNANCE ("ESG") The Company listed in 2024 and was therefore not required to make Task Force for Climate-Related Disclosures ("TCFD") during the year ended 31 December 2023. The Company will make TCFD disclosures in the Annual Report and Accounts for the year ending 31 December 2024. The Company will adopt the ESG approach moving forward as set out in Pollen Street Limited's Annual Report and Accounts 31 December 2023 on pages 26 to 44. 4 --- # RISK MANAGEMENT As the new holding company of the Group, the risk management process has been transferred from Pollen Street Limited. Effective risk management underpins the successful delivery of our strategy and longer-term sustainability of the business, and offers an integrated approach to the evaluation, control and monitoring of the risks that the Group faces. A clear organisational structure with well defined, transparent, and consistent lines of responsibility exists, and effective processes to identify, manage, monitor, and report the risks the Group is or might be exposed to, or the Group poses or might pose to others, have been implemented. The risks arising from the pursuit of the business' strategy, as well as the risks to achieving the Group's strategy have been analysed carefully and arrangements in place are appropriate and proportionate to the nature, scale and complexity of the risks inherent in the business model and the activities of the Group. The Board is responsible for oversight of the Group's risk management systems and processes, and oversees the management of the key risks across the organisation. The Group's culture is expressed through the record of good conduct of its personnel, the dedicated governance arrangements that it has embedded within all areas of the business, as well as staff that are sensitive to the need to maintain appropriate management and control of the business. As well as the adoption of a robust governance structure, the Group demonstrates a strong control culture with clear oversight of responsibilities, with the adoption of a tailored set of systems and controls together with ongoing compliance monitoring. The monitoring and control of risk is a fundamental part of the management process within the Group. The Group's governance structure is by way of committees, designed to ensure that the Board has adequate oversight and control of the Group's activities. The effectiveness of the governance framework is considered by senior management on an ongoing basis such that in the event that a material deficiency in control environment or risk management framework of the Group is identified, it shall be addressed without undue delay. The Group's Investment Committees are responsible for all investment decisions across all funds including setting investment objectives, consideration and approval of new investments, divestments, ESG risks and opportunities, and material matters in relation to current investments, ensuring that risks are considered consistently across our portfolios. The Group has established the Risk Committee as a Board-level committee with responsibility for risk oversight. The Group has also established the Risk and Operation Committee as a management level committee to provide stewardship of the risk framework of the Group, promote the risk awareness culture for all employees, and review the key risk together with the management approach to each risk. More details of the Risk Committee are set out on pages 28 to 32. The Company will adopt the risk management approach moving forward as set out in Pollen Street Limited's Annual Report and Accounts 31 December 2023 on pages 53 to 61. # BORROWING The Company has no debt. # HEDGING During the year ended 31 December 2023, the Company's only activity was in relation to the Scheme and so no hedging was required. # GOING CONCERN The Company has chosen to voluntarily comply with the requirements of Listing Rules 9.8.6R (3)(a). The Company has chosen to not comply with the requirements of Listing Rules 9.8.6R (3)(b) as this is a voluntary reporting requirement and the viability of the Group has been assessed as part of the viability statement disclosed in the Pollen Street Limited Annual Report and Accounts 2023, therefore no viability statement has been presented in this Annual Report and Accounts. Therefore, the Directors hereby include a statement on the appropriateness of adopting the going concern basis of accounting. As the Company became the new parent company of Pollen Street Limited and its subsidiaries on 24 January 2024, the Directors have performed a going concern assessment for the Group in determining whether the Company is a going concern. The Directors have reviewed the financial projections of the Group, which show that the Group will be able to generate sufficient cash flows in order to meet its liabilities as they fall due within 12 months from the date of this Annual Report and Accounts. These financial projections have been performed for the Group under various new business volumes and stressed scenarios, and in all cases the Group is able to meet its liabilities as they fall due. The going concern assessment considered the financial performance of each of the subsidiaries over the next 12 months, and the following stressed scenarios: 5 --- - For Pollen Street Limited (the "Investment Company"), the stress scenarios included halting future Investment Asset originations, late repayments of the largest structured facility and individual exposures experiences ongoing performance at the worst monthly impact experienced throughout 2022 and 2023 and no further fund raising. The Directors consider these scenarios to be the most relevant risks to the Group's operations. Finally, the Directors reviewed financial and non-financial covenants in place for all debt facilities within the subsidiaries of the Group with no breaches anticipated, even in the stressed scenario. - For the Pollen Street Capital Holdings Limited (the "Asset Manager"), the stressed cash flow forecast assumed carried interest income as lower than expected, no new funds are raised and Pollen Street Limited performance fees are in line with 2020 which was a low performance year due to the global pandemic. Under this scenario, the Asset Manager is still expected to maintain positive cash reserves at the end of each month throughout the period. The Directors are satisfied that the going concern basis remains appropriate for the preparation of the Annual Report and Accounts. ## STAKEHOLDER ENGAGEMENT & SECTION 172 STATEMENT² The Directors are required to understand the views of the Company's key stakeholders and describe in the Annual Report how their interests and the matters set out in Section 172 of The Companies Act 2006 ("Section 172") have been considered in Board discussions and decision making in accordance with the UK Corporate Governance Code. The Directors' overarching duty is to act in good faith and in a way that is the most likely to promote the success of the Group as set out in Section 172. Fulfilling this duty naturally supports the Group in achieving its objectives and helps to ensure that all decisions are made in a responsible and sustainable way. In accordance with the requirements of The Companies (Miscellaneous Reporting) Regulations 2018, the Group explains how the Directors have discharged their duty under Section 172 below. Understanding the views and interests of our stakeholders helps the Board to make reasonable and balanced decisions. Working closely with our stakeholders is an integral part of our business model and strategy and the Board seeks to understand the needs and priorities of the Group's stakeholders, and these are taken into account during all its discussions and as part of its decision-making process. The Board defines the Group's key stakeholders as individuals or groups who have an interest in, or are affected by, the activities of our business; accordingly, from the 24 January 2024, the Board has considered its key stakeholders to be shareholders, fund investors, employees, borrowers & portfolio companies and regulators. Information on environmental, human rights, employee, social and community issues is set out on pages 78 to 83 of Pollen Street Limited's 2023 Annual Report and Accounts. The main stakeholders during the year were the one shareholder and regulators who were closely engaged throughout the set-up and prior to the Reorganisation which was the main interest to them for the reporting period. As the new holding company of the Group, moving forward, the Stakeholder Engagement & Section 172 Statement has been transferred from Pollen Street Limited. ## SHAREHOLDERS Continued shareholder support and engagement is critical to the existence of the business and the delivery of the long-term strategy of the business. The Group's shareholders include institutional, professional, professionally advised and retail investors. The Group understands the need to effectively communicate with existing and potential shareholders, briefing them on strategic and financial progress and attaining feedback. The Board is committed to maintaining open channels of communication and to engage with shareholders in a manner which they find most meaningful, in order to gain an understanding of the views of shareholders. ² The UK Corporate Governance Code 2018 requires that the matters stated under section 172 of The Companies Act 2006 are reported on by all companies irrespective of domicile. 6 --- ## How We Engage Engagement includes the Annual Report and Accounts, and the Interim Report, results presentations immediately following the publication of two preceding items, quarterly trading updates, the Annual General Meeting (the “AGM”), publications made on the Group’s website and individual shareholder meetings. The Group welcomes engagement from shareholders at the AGM as it sees it as an important opportunity for all shareholders to engage directly with the Board. The Board values any feedback and questions it receives from shareholders ahead of and during the AGM and will take action or make changes, when and as appropriate. All Directors attended the 2023 AGM of Pollen Street Limited either in person or via electronic means. All voting at general meetings is conducted by way of a poll. Following the Reorganisation, all shareholders of the Company have the opportunity to cast votes in respect of proposed resolutions by proxy, either electronically or by post. Following the AGM, the voting results for each resolution will be published and made available on the Group’s website. The Annual Report and Accounts and Interim Report are made available on the Group’s website and are circulated to shareholders. These reports provide shareholders with a clear understanding of financial performance and position of the Group. The Group also publishes quarterly trading updates, which are available on the website. The publication of these is announced via the LSE. Feedback and questions the Group receives from the shareholders and analysts help the Board evolve its reporting. In the event shareholders wish to raise issues or concerns with the Directors, they are welcome to do so at any time by contacting the management team or writing to the Chairman at the registered office. Other members of the Board are also available to shareholders if they have concerns that have not been addressed through the normal channels. Feedback can also be gained via the Group’s corporate brokers, which is communicated to the Board. The Group’s corporate brokers maintain an active dialogue with shareholders and potential investors at scheduled meetings or analyst briefings following financial results and provide the Board with regular reports and feedback on key market issues and shareholder concerns. This includes market dynamics and corporate perception. ## What Matters to Them? From our engagement over the year, we know that our shareholders are focused on a range of matters including: the growth in the financial performance of the business compared to guidance and market expectation, the performance of our funds, the change of listing category of the Company’s shares, the share price performance and the liquidity in trading of the shares. ## FUND INVESTORS It is our priority to maintain fund investors’ trust through continuous engagement to ensure their ongoing investment and support. The Group manages funds on behalf of third-party investors. Continued support from investors is critical to enable the Group to grow its AuM and deliver the Group’s strategy. ## How We Engage The Group maintains an ongoing dialogue with investors to ensure there is a clear understanding of expectations and performance. ## What Matters to Them? From our engagement over the year, we know that our investors are focused on a range of matters including: the performance of the funds in which they invest, regular and detailed updates on fund performance and progress against the ESG agenda. ## EMPLOYEES The Group’s continued success is a direct result of its people and it would not be able to meet its strategic goals without engaged and motivated employees. It is therefore critical that our employees remain well informed and have the ability to share their opinions and ideas within a respectful corporate culture. ## How We Engage We pro-actively engage with our employees in a number of different ways, including: 7 --- - • a bi-monthly company-wide townhall focusing on new investment activity and general business activities and a regular newsletter. This allows us to provide employees with general business and strategy updates, an update on portfolio performance and news, latest deals, and other news such as awards and recent media coverage; - • new investment announcements and news alerts keeping employees up to date with our latest deals, strategic focus, and news as it happens; - • annual engagement and DEI survey, allowing us to understand employee engagement and sentiment and collect DEI data. We report back to employees the results of the survey and in response to the feedback collated we agree tangible actions for the year ahead. In addition, we publish the results of our survey in our annual ESG report; - • a learning and development curriculum called “Grow at Pollen Street”, which includes a series of bite-size lunchtime sessions covering a multitude of topics (for example Climate and Net Zero and Dissecting Deals), along with development orientated initiatives and speaker events to support our business strategy; - • employees are also encouraged to share news across the team regarding specific successes or events (such as Corporate Social Responsibility events); - • managers meet with their direct reports on a regular basis to better understand levels of engagement and to identify any particular challenges/concerns. This is supplemented by an embedded performance process that encourages ongoing dialogue regarding performance and progression; and - • the Human Resources team meets with employees on a regular basis to understand engagement and to support employee development. Furthermore, there is an employee engagement strategy focusing on annual events and observances that acts as a conduit for bringing our people together and a people update is presented at monthly Executive Committee meetings, ensuring people, culture and engagement remain a strategic priority. In turn, relevant content is included and discussed at Board level. The Board has carefully considered the methods described the Financial Reporting Council’s UK Corporate Governance Code for engaging with employees. These methods include appointing a representative from the workforce as a Director; establishing a formal workforce advisory panel and designating a Non-Executive Director as an employee representative. The Board concluded that these methods are not appropriate given Pollen Street’s size and instead relies on the approaches described in the bullet points above, which the Board considers to be effective. The Board will keep these matters under review in the future. #### What Matters to Them? From our engagement over the year, we know that our employees are focused on a range of matters including: professional and personal development, operating within a progressive and entrepreneurial environment where they can voice ideas and concerns, recognition of their successes and contribution along with appropriate reward and advancing social mobility within the industry. ### BORROWERS & PORTFOLIO COMPANIES The Group maintains ongoing dialogue with a broad range of borrowers and potential acquisition targets to seek investment opportunities as part of its asset management business. The Group aims to demonstrate to these stakeholders that it can help them grow to deliver their own business objectives. From our engagement over the year, we know that our lenders and portfolio companies are focused on a range of matters including working with a partner that helps them to grow their business, is able to provide the capital that they need for growth and contributes to wider social matters such as ESG progression. ### REGULATORS The Group regularly considers how it meets various regulatory and statutory obligations, how it follows voluntary and best-practice guidance and how any governance decisions it makes can have an impact on its stakeholders, both in the shorter and in the longer term. The mechanisms for engaging with stakeholders are kept under review by the Directors and are discussed on a regular basis at Board meetings to ensure that they remain effective. 8 --- # 2 CORPORATE GOVERNANCE REPORT 9 --- ## BOARD OF DIRECTORS The Directors of the Company who were in office for the full year or appointed during the year and up to the date of signing the Annual Report and Accounts were Robert Sharpe, Lindsey McMurray, Jim Coyle, Gustavo Cardenas, Julian Dale, Joanne Lake and Richard Rowney. The Directors became Executives and Non-Executive Directors when the Company was listed on 24 January 2024. **Chair of the Board** **Appointed:** 25 January 2022 **Chair of the Nomination Committee. Member of the Remuneration Committee.** Robert has over 45 years' experience in retail banking and is currently Chair at MetroBank plc and Hampshire Trust Bank plc. He has had an extensive number of board appointments both in the UK and the Middle East including Non-Executive Director at Aldermore Bank plc, George Wimpy plc, Barclays Bank UK Retirement Fund, Vaultex Limited, LSL Properties plc, RIAS plc and several independent Non-Executive Director roles at banks in Qatar, UAE, Oman and Turkey. Robert was previously Chief Executive Officer at West Bromwich Building Society, a role he took to chart and implement its rescue plan. Prior to this, he was Chief Executive Officer at Portman Building Society and Bank of Ireland in the UK. **Chief Executive Officer** **Appointed:** 14 September 2023 Lindsey founded Pollen Street Capital Limited in 2013 and is the CEO as well as Chair of the Investment Committee. Lindsey has been investing in Private Equity and Private Credit for over 25 years. Lindsey has built Pollen Street into a fast growing, purpose led asset manager investing with the mega-trends across financial and business services, with a diversified assets under management, referred to as AuM, based across Private Equity and senior secured Credit. Before she founded Pollen Street Capital Limited, Lindsey led the team managing the £1.1 billion Special Opportunities Fund within RBS and spent six years as a Partner at Cabot Square Capital, focusing on operating investments in real estate and other asset-backed investments. Lindsey serves as Non-Executive Director of several portfolio companies including Shawbrook Bank, Cashflows Europe and BidX1. She has a First Class Honours degree in Accounting and Finance and studied for an mPhil in Finance from Strathclyde University. Outside of work Lindsey is a keen runner and has successfully completed the Marathon Des Sables in 2007 and 2011. She also supports several charities with a particular focus on mentoring children in state schools, supporting climate action initiatives through producing documentary films, and supporting the speech and language charity, Auditory Verbal UK, which provided early years therapy to her daughter Grace. **Senior Independent Director** **Appointed:** 25 January 2022 **Chair of the Audit Committee. Member of the Risk Committee, the Nomination Committee and the Remuneration Committee** Jim is a Non-Executive Director, Chair of the Audit Committee, member of the Risk Committee and member of the Chairman's Nominations and Remuneration Committee at HSBC UK Bank plc and Chair of HSBC Trust Company (UK) Ltd. Chair of Marks & Spencer Unit Trust Management Limited; and a Non-Executive Director of Marks and Spencer Financial Services plc. He is also Deputy Chair of the Oversight Board and member of the Audit Governance Board of Deloitte LLP. Former appointments include: Chair of the Board and Chair of the Audit and Risk Committee of World First UK Limited; Chair of Supply@ME Capital PLC, Chair of the Audit and Risk Committee of Scottish Water, member of Committees of the Financial Reporting Council, Group Financial Controller for Lloyds Banking Group; Group Chief Accountant of Bank of Scotland; member of the Audit Committee of the British Bankers Association; Non-Executive Director of the Scottish Building Society; and Non-Executive Director and Chair of the Audit Committee of Vocalink plc. 10 --- # **Gustavo Cardenas** **Non-Executive Director** **Appointed:** 14 September 2023 Gustavo Cardenas is a Managing Director at Wafra, where he leads Wafra's strategic partnership investment mandates in both established and growth state asset management businesses. While at Wafra, Gustavo has completed several direct minority investments, financings and secondary investments. Previously, Gustavo was a Vice President at Hamilton Lane, focused on co-investments and fund investments. He began his career in investment banking at Bank of America Securities and then at Mesoamerica Partners, a Central American financial group. Gustavo earned a BA from Harvard College and an MBA from the Wharton School of Business. # **Julian Dale** **Chief Financial Officer** **Appointed:** 14 September 2023 Julian is the Chief Financial Officer of Pollen Street. He is responsible for all finance and risk management activities across the Group. He has spent all of his professional career in financial services focused on finance and risk topics in asset management, specialist lending, retail banking, investment banking and strategy consultancy for financial institutions across the United Kingdom, Europe, the Middle East and South Africa. Prior to joining the team, Julian was Chief Financial Officer of Castle Trust, which he helped to grow over a period of seven years from a start-up into a multi-niche specialist lender. He started his career at Oliver Wyman strategy consultants where he spent seven years focusing on finance and risk matters across the financial services industry. He has a first class degree in engineering from Cambridge University. # **Joanne Lake** **Non-Executive Director** **Appointed** 25 January 2022 **Chair of the Remuneration Committee. Member of the Audit Committee, the Risk Committee and the Nomination Committee** Joanne has over 35 years' experience in financial and professional services and also acts as independent Non-Executive Chair of Made Tech Group plc, the AIM-listed leading provider of digital, data and technology services to the UK public sector, Senior Independent Director of Main Market-listed land promotion, property development and investment, and construction group, Henry Boot PLC, and is an independent Non-Executive Director at AIM-listed Gateley (Holdings) plc, the legal and professional services group and Braemar PLC, an established international provider of shipping, marine and energy services. Joanne is a Chartered Accountant and has previously held senior roles at UK investment banks including Panmure Gordon, Evolution Securities and Williams de Broe and in audit and business advisory services with PwC. Joanne is also a fellow of the Institute of Chartered Accountants in England & Wales and a member of its Corporate Finance Faculty and is a fellow of the Chartered Institute for Securities and Investment. 11 --- **Independent Non-Executive Director** **Appointed:** 25 January 2022 Chairman of the Risk Committee. Member of the Audit Committee, the Nomination Committee and the Remuneration Committee Richard is Group CEO of Nucleus Financial Group a leading retirement and wealth management specialist managing over £83 billion of assets. The Group incorporates the businesses of James Hay Pensions, Nucleus Platforms and Curtis Banks and has created one of the largest retirement platforms in the UK. Nucleus is backed by HPS Investment Partners, Epiris and FNZ and is the leading consolidator in the platform market. The business recently purchased Third Financial with completion anticipated in the Autumn, subject to regulatory approval. He is also a Non-Executive Director at MSP Capital Limited. Prior to this, Richard was Group Chief Executive of LV=, a leading financial services provider and a mutual where he worked as an executive member of the board for 13 years. Richard left LV= at the end of 2019 following the sale of the General Insurance business to the Allianz Group. Richard had led the business to win the Moneywise Most Trusted Life Insurer award as well as YouGov's UK's Most Recommended Insurer. Prior to his position as Chief Executive Officer he had been Managing Director of the group's Life & Pensions business which he successfully turned into one of the UK's leading protection and retirement specialist companies. Prior to his time at LV= Richard held various Chief Operating Officer and risk roles across Barclays corporate and retail banking. Richard holds a first-class degree in Geography from the University of Leeds and an MBA from Henley Business School and completed the Harvard Management Programme in 2006. 12 --- ## DIRECTORS' REPORT The Directors of the Company (company number 70165) present their Report and Accounts for the year ended 31 December 2023. During the year the Company had limited activity and only listed on the LSE following completion of the Scheme on 24 January 2024. Further information is available in the Strategic Report. ### Board Members The names and biographical details of the Board members who served on the Board as at the year end can be found on pages 10 to 12. ### Directors' and Officers' Insurance and Indemnities In accordance with the Company's Articles, a qualifying third-party indemnity is in force to the extent permitted by law for the benefit of each of the Directors in respect of liabilities incurred as a result of their office. For those liabilities for which Directors may not be indemnified, the Company maintains insurance for the Directors in respect of liabilities arising from the performance of their duties. The directors' and officers' liability insurance policy expires during February 2025. ### Status of the Company The Company was incorporated in Guernsey on 24 December 2021 and started trading on 24 January 2024, immediately upon the Company's listing. Throughout 2023, the Company was a private limited company with one shareholder and its only activity was in relation to the Scheme. ### Share Capital As at 31 December 2023, the Company had two ordinary shares of £0.01 in issue. Following the Reorganisation on 24 January 2024, the Company had 64,209,597 ordinary shares of £0.01 each in issue. On a winding up or a return of capital by the Company, the ordinary shareholders are entitled to the capital of the Company. The authority granted to Pollen Street Limited at the 2023 AGM to buyback or allot shares was transferred to the Company in accordance with the Scheme. On 21 March 2024 the Company announced a Buyback Programme. Since the launch of the programme the Company has bought back 388,750 shares. Full details of the Buyback Programme can be found in the announcement on the Company's website http://www.pollenstreetgroup.com/. At the AGM in June 2024 the authority from shareholders will be sought to permit the Company to purchase its own shares and allot shares. ### Dividend Policy During 2023 the Company paid no dividends but going forward the policy is to pay an interim and final dividend. 13 --- ## Substantial Share Interests Up to 31 December 2023 the Company was wholly owned by Joanne Lake. Joanne Lake continued to be the sole shareholder until the Scheme on 24 January 2024. Following the Scheme, the following parties who had previously advised Pollen Street Limited, had an interest of 5 per cent or more of the issued share capital of the Company pursuant to Rule 5 of the Disclosure Guidance and Transparency Rules ("DTR") for non-UK issuers. | Shareholders | Number of shares held | Percentage of issued ordinary share capital with voting rights held | Nature of holding | | --- | --- | --- | --- | | Lindsey McMurray | 11,582,090 | 18.04% | Indirect | | Quilter Plc | 9,988,000 | 15.56% | Indirect | | CC Beekeeper Ltd | 4,012,006 | 6.25% | Direct | | Minerva Analytics Ltd | 4,000,000 | 6.23% | Indirect | | Matthew Potter | 3,721,422 | 5.80% | Indirect | | Michael England | 3,666,569 | 5.71% | Indirect | In addition, since the date of the Scheme of 24 January 2024, and the date of this report, the Company has been informed of the following TR-1: Standard form for notification of major holdings changes of 5% or more: | Shareholders | Number of shares held per TR-1 form | Percentage of issued Ordinary share capital with voting rights held at 24 January 2024 | Percentage movement | Percentage of issued Ordinary share capital with voting rights per TR-1 form | Nature of holding | | --- | --- | --- | --- | --- | --- | | Quilter Plc | 5,972,546 | 15.56% | 6.26% | 9.30% | Indirect | ## Articles of Incorporation Any amendments to the Company's Articles of Incorporation must be made by special resolution. The Articles of Incorporation were last updated in December 2023, in preparation for the Scheme. ## Political & Charitable Donations The Company did not make any political or charity donations during 2023 (2022: none). ## Directors' Interests The Company has established legally binding relationship agreements between Lindsey McMurray, other employee shareholders of the Group and the Company. Under the terms of the agreement, Lindsey McMurray undertook that she would: conduct all transactions and arrangement with any member of the Group on arm's length and on normal commercial term; for the duration of her appointment as a member of the Board, disclose to the Board any matter which could give rise to a potential conflict of interest between herself (and any family member or related trust) and a member of the Group; and not exercise her powers to prevent Pollen Street Group Limited from being managed in accordance with the principles of good governance and in compliance with the with UK Listing Authority's listing rules (the "Listing Rules"), UK Listing Authority's disclosure guidance and transparency rules (the "Disclosure Guidance and Transparency Rules"), the market abuse regulation (as defined in the relationship agreement) and the Corporate Governance Code. Lindsey McMurray was entitled to appoint two-sevenths of the Board for so long as certain persons with whom she is deemed to be acting in concert collectively hold at least two-sevenths of Pollen Street Group Limited's shares or one-seventh of the Group Board for so long as such persons hold at least one-seventh of Pollen Street Group Limited's shares. 14 --- ## Internal Controls and Risk Management The Board has established an ongoing process for identifying, evaluating and managing risk on behalf of the Group. The Board has carried out a robust assessment of its principal and emerging risks and the controls to help mitigate these. Further details of the Group's principal and emerging risks and uncertainties can be found in the Strategic Report on pages 29 to 31 and details of the Group's internal controls can be found on page 15. Details of the Group's hedging policies are set out in the Strategic Report on page 5. ## Independent Auditors The Company's independent Auditors, PricewaterhouseCoopers LLP ("PwC"), were appointed by written resolution and have expressed willingness to continue to act as the Group's Auditors for the forthcoming financial year. ## Disclosure of Information to the Independent Auditors As required by Section 249 (2) of The Companies (Guernsey) Law 2008, as amended, the Directors who held office at the date of this report each confirm that, so far as the Directors are aware, there is no relevant audit information of which the Group's Auditor is unaware, and each Director has taken all the steps that he or she ought to have as a Director in order to make himself or herself aware of any relevant audit information and to establish that the Group's Auditor is aware of that information. ## Change of Control There are no agreements to which the Company is party that might be affected by a change of control of the Company except for awards under the Company's Deferred Bonus Plan generally would have vested in full (to the extent not already vested) on a change of control of the Company. ## Greenhouse Gas Emissions The Company will adopt the ESG approach moving forward as set out in Pollen Street Limited's Annual Report and Accounts for the year ended 31 December 2023 on pages 26 to 44. Pollen Street's greenhouse gas emissions are set out on page 43 of Pollen Street Limited's Annual Report and Accounts 31 December 2023. ## Future Developments Indications of likely future developments in the business are discussed in more detail in the Strategic Report. 15 --- ## Regulatory Disclosures The disclosures below are made in relation to the comply or explain reporting requirements as per Listing Rule 9.8.6.6 which are effective from the date of completion of the Scheme on 24 January 2024: | **Listing Rule** | | | | --- | --- | --- | | 9.8.4(1) | capitalised interest | Not applicable | | 9.8.4(2) | unaudited financial information | Not applicable | | 9.8.4(3) | Deleted from Listing Rules | Deleted from Listing Rules | | 9.8.4 (4) | incentive schemes | Not applicable during the year under review as the Company had no employees. Details of the incentive scheme for the Group can be found in the Pollen Street Limited Annual Report. | | 9.8.4 (5) and (6) waiver | emolument waiver and details of any waiver | No Director of the Company has waived or agreed to waive any current or future emoluments from the Group. | | 9.8.4 (7), (8) and (9) | allotment of shares | Not applicable | | 9.8.4 (10) (11) | contract of significance & contract for the provision of service | Not applicable during the year under review as the Company was not listed. However, Lindsey McMurray and the other senior management of Pollen Street are considered to be controlling shareholders under the Listing Rules because together they hold more than 30 per cent of the shares in issue. During the year under review, the only contracts of significance subsisting to which the Group is a party and in which a Director of the Group is or was materially interested or between the Group and a controlling shareholder are customary employment contracts. | | 9.8.4 (12) and (13) | waiving dividends | Not applicable | | 9.8.4 (14) | agreements with controlling shareholder | This was not applicable during the year under review as the Company was not listed. However, details of Relationship Agreement dated 24 January 2024 can be found on page 14 | ## Subsequent Events On 24 January 2024, the Company completed the Scheme that resulted in the Company's shares being listed as a commercial company. On 14 February 2024, the Company completed the Distribution that resulted in the Company owning 100 per cent of the share capital of Pollen Street Limited and Pollen Street Capital Holdings Limited. On 21 March 2024 the Company announced a Buyback Programme. Since the launch of the Programme the Company has bought back 388,750 shares. Further information on the Scheme and the Distribution is provided in Note 1 to the Annual Report and Accounts. ## Approval The Directors' Report on pages 13 to 16 was approved by the Board of Directors on 29 April 2024 and signed on its behalf by: **Robert Sharpe** (on behalf of the Board) Chairman 29 April 2024 16 --- # CORPORATE GOVERNANCE STATEMENT ## Introduction from the Chair In this statement we set out the Company's corporate governance framework and its implementation following the Company's listing on the 24 January 2024. This corporate governance statement forms part of the Directors' Report. The Directors are ultimately responsible for the stewardship of the Company and the Group and the Board remains fully committed to high standards of corporate governance. The governance arrangements were reviewed as part of the Reorganisation. These reviews concluded that the governance arrangements were appropriate for the Group. Therefore the governance arrangements of the Company were established to be consistent with those of Pollen Street Limited prior to the delisting of its shares. As such, the Company has the same Directors, the same committees, the same terms of reference and the same policies as Pollen Street Limited prior to the delisting of its shares, with other corporate governance arrangements replicated as appropriate. Following the Scheme the Company is applying the UK Corporate Governance. The UK Corporate Governance Code was published by the Financial Reporting Council ("FRC") in July 2018. A copy of the Code is available from the website of the Financial Reporting Council at www.frc.org.uk. From 24 January 2024 the Company was a premium listed commercial company on the LSE, as such, the Company complies with the Listing Rules, the Disclosure Guidance and Transparency Rules, the UK Corporate Governance Code and Companies (Guernsey) Law, 2008 as amended. The Annual Report and Accounts of Pollen Street Limited for the financial year ended 31 December 2023 were published on the Group's website www.pollenstreetgroup.com on 21 March 2024. ## The Board of Directors As at 31 December 2023, the Board consisted of seven Directors: five Non-executive Directors and two Executive Directors. Three of the Non-Executive Directors are considered independent. Biographies of the Directors who served during the year are shown on pages 10 to 12. Lindsey McMurray, Julian Dale, and Gustavo Cardenas were all appointed during the year on 14 September 2023 in anticipation of the completion of the Scheme. The Directors possess business and financial expertise relevant to the direction of the Company and consider themselves to be committing sufficient time to the Company's affairs. Each Non-Executive Director has been appointed pursuant to a letter of appointment entered into with the Company in accordance with the Company's Articles of Incorporation. The Directors' appointment can be terminated in accordance with the Company's Articles of Incorporation and without compensation. There are no agreements between the Company and any Director which provide for compensation for loss of office in the event that there is a change of control of the Company. Each Executive Director has entered into a service agreement with the Group as set out in the Directors' Remuneration Policy. Copies of the letters of appointment and service agreements are available on request from the Company Secretary and will be available at the Company 2024 AGM. ## Time Commitment The Nomination Committee considers the time commitments of proposed director candidates prior to appointment to ensure that they are able to dedicate sufficient time to the role. Directors' external commitments are reviewed on a regular basis to ensure they continue to devote sufficient time to the role. All Directors are required to obtain prior approval before taking on any additional external appointments. Directors are expected to attend all Board and relevant Committee meetings and attendance in 2023 is set out in the table below. The Nomination Committee noted that some Directors have a number of other significant appointments. The Committee is satisfied that each Director has sufficient time to dedicate to Pollen Street. ## The Operation of the Board From the date of the Scheme, the Board of Directors plan to meet at least six times a year and more often if required. In 2023, the Company held two Board meetings in relation to the Scheme. The table below sets out the Directors' attendance at these meetings. The first scheduled Board and Committee meetings of the Company following the Reorganisation were held in February 2024. 17 --- ## Meeting Attendance There were no scheduled board meetings held in 2023, but two ad hoc board meetings were held to implement matters in relation to the Scheme. The first scheduled board meeting was held in February 2024 and all directors attended. | Director | Board | | --- | --- | | Robert Sharpe | 2/2 | | Lindsey McMurray^{3} | 0/2 | | Jim Coyle | 2/2 | | Gustavo Cardenas | 2/2 | | Julian Dale | 2/2 | | Richard Rowney^{3} | 0/2 | | Joanne Lake | 2/2 | | **Total** | **2** | No individuals other than the Committee or Board members are entitled to attend the relevant meetings unless they have been invited to attend by the Board or relevant Committee. There were no Committee meetings held during 2023 as the Committees were only formed in December 2023 in preparation for the Scheme and there was no business for them to address in 2023. Directors are provided with a comprehensive set of papers for each Board or Committee meeting, which equips them with sufficient information to prepare for the meetings. The Board has a formal schedule of matters specifically reserved to it for decision, which includes: - the Group's structure, including share issues; - reviewing and approving Board changes; - considering and authorising Board conflicts of interest; - monitoring financial performance; - reviewing and approving the Group's Annual Report and Accounts and Interim Report including associated accounting policies; - reviewing and approving the Group's gearing targets and limits; - the review and approval of terms of reference and membership of Board Committees; and - reviewing and approving directors' and officers' liability insurance. There is a procedure in place for the Directors to take independent professional advice at the expense of the Company. ## Culture The Directors have considered and defined the Company's culture, purpose and values. By identifying the important elements of the Company's dynamic and driven culture, the Directors assess and monitor it and ensure that it remains aligned with the Company's purpose, values and strategy. The Board promotes a culture of openness and debate. $^{3}$ Due to prior work commitments Lindsey McMurray and Richard Rowney were unable to attend the two meetings. However, they were consulted prior to and after the meetings to ensure that any matters they wished to raise were considered. 18 --- The Company operates around five core values; expert, caring, enterprising, progressive and driven. We aim to be a purpose-led asset manager delivering consistent returns and sustainable growth for our investors and stakeholders alongside positive impact for our people, portfolio companies and wider society. The culture of the Board is considered as part of the annual review of the Board effectiveness and the strategy review processes. ### Chairman and Senior Independent Director and Division of Responsibilities The Chairman, Robert Sharpe, considers himself to have sufficient time to spend on the affairs of the Company. Mr Sharpe has no significant commitments other than those disclosed in his biography on page 10. The Senior Independent Director, Jim Coyle, considers himself to have sufficient time to spend on the affairs of the Company. Mr Coyle has no significant commitments other than those disclosed in his biography on page 10. The following sets out the division of responsibilities between the Chair and the Senior Independent Director ("SID"). # ROLE OF THE CHAIR The Chair leads the Board and is responsible for its overall effectiveness in directing the Company. The Chair: - demonstrates objective judgement; - promotes a culture of openness and debate; - facilitates constructive Board relations and the effective contribution of all Non-Executive Directors; - ensures appropriate delegation of authority from the Board to executive management; - ensures that Directors receive accurate, timely and clear information; - in addition to formal general meetings, offers regular engagement with major shareholders in order to understand their views on governance and performance; - ensures that the Board as a whole has a clear understanding of the views of shareholders; - develops a productive working relationship with the Chief Executive Officer, providing support and advice, while respecting executive responsibility; and - acts on the results of the annual evaluation of the performance of the Board, its Committees and individual Directors by recognising the strengths and addressing any weaknesses of the Board. # ROLE OF THE SENIOR INDEPENDENT DIRECTOR The role of the Senior Independent Director is to provide a sounding board to the Chair and to serve as an intermediary for the other Directors and shareholders. Led by the Senior Independent Director, the Non-Executive directors meet without the Chair present at least annually to appraise the Chair's performance, and on other occasions as necessary. The Senior Independent Director is also available to meet with shareholders to provide a channel for any shareholder concerns with the Chair. ### Independence of Directors Robert Sharpe, Jim Coyle and Richard Rowney were considered, on appointment, to be free from any business or other relationship that could materially interfere with the exercise of his or her independent judgement and has remained so since. The Board is of the view that there are no relationships or circumstances relating to the Company that are likely to affect the judgement of any of the independent Directors. Care will be taken at all times to ensure that the Board is composed of members who, as a whole, have the required knowledge, abilities and experience to properly fulfil their role and are sufficiently independent. ### Decision-Making The importance of the stakeholder considerations, in the context of decision making, is taken into account at every Board and Committee meeting. All discussions involve careful considerations of the longer-term consequences of any decisions and their implications for stakeholders. The Board adopts the following general approach in its discussions and decision-making: 19 --- - The papers for each meeting include a reminder of Directors' Section 172 duties and the Group's key stakeholders. The Chair of the Board and committee chairs ensure that the ensuing discussions are properly informed by all relevant Section 172 matters. - The Board assesses and approves the Group's purpose, values and strategy, ensures the strategy is aligned with the culture, and is responsible for promoting those values and culture. - The Board regularly monitors progress on the implementation of the strategy and associated business plan, and reviews both annually to ensure they remain appropriate. - Details of how the Board and its committees engage with our key stakeholders can be found on pages 6 to 8. - The Board and its committees consider the potential consequences of its decisions in the short, medium and long term. It ensures that the Group's risk management processes identify any resulting risks to the business and its stakeholders, and have plans to appropriately address these risks. ### Board Evaluation The Board of the Company mirrors that of Pollen Street Limited and as detailed in the Pollen Street Limited Annual Report and Accounts on page 79. The conclusion of the evaluation was that the Board and all committees worked well and there were no significant concerns among the Directors about the Board's effectiveness. ### Training The Company Secretary, the Company's legal advisers and the management team offer a comprehensive induction programme to new Directors to ensure they have the necessary knowledge of the Group, their duties and obligations as Directors and other matters as may be relevant from time to time. During the year the Group's legal advisors provided refresher training on Director's duties to all Board members. The Board members are encouraged to keep up to date and attend training courses on matters that are directly relevant to their involvement with the Company. ### Board Appointment, Election & Tenure The rules concerning the appointment and replacement of Directors are contained in the Company's Articles of Incorporation and The Companies (Guernsey) Law, 2008 as amended. None of the Directors consider length of service as an impediment to independence or good judgement but, if they felt that this had become the case, the relevant Director would stand down. The Board considers that all of the current Directors contribute effectively to the operation of the Board and the strategy of the Company. The Board has appointed Lucy Tilley to become Chief Financial Officer of the Company and its subsidiaries during 2024, with Julian Dale stepping down from that role following a handover. ### Directors' Succession Plan The Board is aware of the need to consider Board tenure, independence and ensure continuity and a smooth transition of Directors and maintenance of an appropriate balance of skills, experience and diversity at all times. The Board is discussing the most appropriate plan of orderly rotation which will be implemented in due course. ### Conflicts of Interest The Company's Articles of Incorporation provide that the Directors may authorise any actual or potential conflict of interest that a Director may have, with or without imposing any conditions that they consider appropriate on the Director in question. Directors are not able to vote in respect of any contract, arrangement or transaction in which they have a material interest, and, in such circumstances, they are not counted in the quorum at the relevant Board meeting. A process has been developed to identify any of the Directors' potential or actual conflicts of interest. This includes declaring any potential new conflicts before the start of each Board meeting. A schedule is maintained of each Director's potential conflicts of interest. ### Board Diversity The Board is comprised of a mixture of individuals that have an appropriate balance of skills and experience to meet the needs of the Company and to date appointments are made first and foremost on the basis of merit and taking into account the recognised benefits of all types of diversity. 20 --- The Board acknowledges the new Financial Conduct Authority (“FCA”) amendments to the Listing Rules which apply to listed companies for financial years starting on or after 1 April 2022 and that set positive diversity targets and build on the recommendations from the Hampton-Alexander Review on gender diversity on boards and the Parker Review regarding ethnic representation on boards. Whilst the Board does not feel that it would be appropriate to set targets as all appointments must be made on merit, the Board supports the recommendation to have greater female and ethnic representation on the Board and includes this as a key consideration in its succession planning. Lucy Tilley’s appointment to the Board will improve the gender diversity of the Board. The Group maintains the following targets: - at least 40 per cent of individuals on the Board to be women; - at least one senior Board position to be held by a woman; and - at least one individual on the Board to be from a minority ethnic background. The following tables show the gender diversity and the ethnic diversity of the Board as at 31 December 2023. | | Number of Board members | Percentage of the Board | Number of senior positions on the Board (CEO, CFO, SID and Chair) | Number in executive management | Percentage of executive management | | --- | --- | --- | --- | --- | --- | | Men | 5 | 71% | 3 | 1 | 50% | | Women | 2 | 29% | 1 | 1 | 50% | | Not specified/prefer not to say | | | | | | | | Number of Board members | Percentage of the Board | Number of senior positions on the Board (CEO, CFO, SID and Chair) | Number in executive management | Percentage of executive management | | --- | --- | --- | --- | --- | --- | | White British or other White (including minority-white groups) | 6 | 86% | 4 | 2 | 100% | | Mixed/Multiple Ethnic Groups | | | | | | | Asian/Asian British | | | | | | | Black/African/Caribbean/Black British | | | | | | | Other ethnic group, including Arab | 1 | 14% | 0 | 0 | 0% | | Not specified/prefer not to say | | | | | | In 2023, the Company had no employees therefore no details on gender and diversity across the organisation (excluding Directors) are included. 21 --- ## Committees In December 2023 the Board constituted the following committees to emulate that of Pollen Street Limited. The terms of reference of each Committee are available on the Company's website. Each Committee reports to the Board on its proceedings at the next Board meeting after each meeting. ### AUDIT COMMITTEE The Board has delegated certain responsibilities to its Audit Committee. An outline of the remit of the Audit Committee is set out on page 24. The Audit Committee is chaired by Jim Coyle and meets at least on a quarterly basis. It is responsible for ensuring that the financial performance of the Group is properly reported and monitored and provides a forum through which the Group's external Auditors may report to the Board. The Audit Committee reviews and recommends to the Board the Annual Report and Accounts, the Interim Report, quarterly trading updates and any other financial announcements. ### RISK COMMITTEE The Board has delegated certain responsibilities to its Risk Committee. An outline of the remit of the Risk Committee is set out on page 28. The Risk Committee is chaired by Richard Rowney and meets on a quarterly basis. The Risk Committee is responsible for: reviewing the Group's internal control and risk management systems, in collaboration with the Audit Committee in respect of financial control; setting and monitoring the Company's risk appetite; carrying out a robust assessment of the Company's emerging and principal risks; and key policies and processes for identifying and assessing both financial and non-financial business risks and the management of these risks along with an assessment of their robustness, appropriateness and effectiveness. The Risk Committee reviews and approves statements to be included in the Annual Report and Accounts concerning internal controls and risk management; and assesses the adequacy of the levels of professional indemnity insurance and other insurance cover maintained for the Company. The principal risks and uncertainties for the Group are set out in detail on pages 29 to 31. ### REMUNERATION COMMITTEE The Board has delegated certain responsibilities to its Remuneration Committee. The Committee is chaired by Joanne Lake and meets at least twice a year. The primary responsibility of the Committee is to consider and make recommendations to the Board on Directors' remuneration. ### NOMINATION COMMITTEE The Board has delegated certain responsibilities to its Nomination Committee. The Nomination Committee is chaired by Robert Sharpe and meets at least twice a year. The report of the Nomination Committee is set out on pages 33 to 34. ## Company Secretary The Board has direct access to the advice and services of the Company Secretary, which is responsible for ensuring that the Board and Committee procedures are followed, and that applicable rules and regulations are complied with. The Company Secretary is also responsible for ensuring good information flows between the Board and management, ensuring the timely delivery of information and reports to the Board and for ensuring that statutory obligations of the Company are met. ## Annual General Meeting The Company's AGM will be held prior to 30 June 2024 and the notice of meeting will be circulated at least 21 days in advance of the meeting date. Eligible shareholders will be able to attend and vote at this AGM. The Company's shareholders are encouraged to attend the AGM and to participate in proceedings. The chair of the board and the directors of the Company, together with representatives of the Group, will be available to answer shareholders' questions at the AGM. Proxy voting figures will be available to shareholders at the Company's AGM. ## Shareholder Engagement The Group holds regular discussions with major shareholders, the feedback from which is provided to and greatly valued by the Board. The Directors are available to enter into dialogue and correspondence with shareholders regarding the progress and performance of the Company. Further information about the Company can be found on the Company's website. 22 --- ## Internal Control Review and Assessment Process The Group has established internal control frameworks to provide reasonable assurance on the effectiveness of the internal controls. The Board has appointed Deloitte LLP as internal Auditor of the Group. The Board confirms that there is an ongoing process for identifying, evaluating and managing the significant risks faced by the Group and for reviewing the effectiveness of the Group's system of internal controls including financial, financial reporting, operational, compliance and risk management. The Board has in place a robust process to assess and monitor the emerging and principal risks of the Group. The Board has reviewed the effectiveness of systems of internal control and risk management. During the year under review, the Board has not identified any significant failings or weaknesses in its internal control systems. The Group has established a risk matrix, consisting of the key risks and controls in place to mitigate those risks. The Board confirms that there is an ongoing process for identifying, evaluating and managing the principal risks faced by the Group. Details of the Group's risks can be found on pages 28 to 32, together with an explanation of the controls that have been established to mitigate each risk. This provides a basis for the Risk Committee and the Board to regularly monitor the effective operation of the controls and to update the matrix when new risks are identified. The system of internal control and risk management is designed to meet the Group's particular needs and the risks to which it is exposed. The Board recognises that these control systems can only be designed to manage, rather than eliminate, the risk of failure to achieve business objectives and to provide reasonable, but not absolute, assurance against material misstatement or loss. ## Anti-Bribery & Corruption The Company has reviewed the compliance with the Bribery Act 2010. These matters are reviewed regularly by the Audit Committee and Risk Committee. ## Whistle Blowing Policy The Company has a whistleblowing policy and there are processes in place to encourage workers to report concerns or suspicions about any wrongdoing. There is also a dedicated whistleblowing e-mail address, which the Chief Compliance Officer is responsible for monitoring. ## Approval This report was approved by the Board of Directors on 29 April 2024. **Robert Sharpe** (on behalf of the Board) Chairman 29 April 2024 23 --- # REPORT OF THE AUDIT COMMITTEE # Significant Activities The Committee was established on 8 December 2023 to ensure the Company's corporate governance structure was consistent with that of Pollen Street Limited and, upon listing, to ensure that the Company meets the applicable regulatory requirements. # Membership The Audit Committee is chaired by Jim Coyle. Jim is a Chartered Accountant and maintains his membership of the Institute of Chartered Accountants of Scotland. As such, he has relevant financial experience. The other members of the Audit Committee are Joanne Lake and Richard Rowney. They both have recent and relevant financial experience, as a result of their involvement in financial services and other industries. The members' biographies can be found on pages 10 to 12. The Group's CEO and CFO are not members of the Committee but will attend meetings at the invitation of the Chair of the Committee. PwC, as external Auditor, and members of the Group's management team also regularly attend meetings. # The Role of the Audit Committee The role of the Audit Committee is defined in its terms of reference, which are available from the Company Secretary. The roles and responsibilities of the Audit Committee include to: - monitor the financial reporting process; - review and monitor the integrity of the Annual Report and Accounts and the Interim Report and review and challenge where necessary the accounting policies of the Group; - review the adequacy and effectiveness of the Group's internal financial and internal control and risk management systems, in collaboration with the Risk Committee in relation to financial controls; - make recommendations to the Board on the reappointment or removal of the external Auditors and to approve their remuneration and terms of engagement; - review and monitor the external Auditors' independence and objectivity; and - review the performance of the internal audit function. # The Committee's Challenge of Information The Committee recognises the importance of its role, on behalf of shareholders and wider stakeholders, to ensure the integrity of the Group's financial reporting and risk management processes. It will rely on a number of sources to ensure this integrity, including the views of the external Auditor. The Committee works with the management team to continue to improve the quality and timeliness of written and oral reporting to the Committee. 24 --- ## Significant Accounting Matters The Audit Committee met on 25 April 2024 to review the Report and Accounts for the year ended 31 December 2023. The Audit Committee considered the following significant issues, including principal risks and uncertainties in light of the Group's activities and matters communicated by the external Auditors during their audit, all of which were satisfactorily addressed. | Issue considered | How the Committee gained assurance | | --- | --- | | Going concern statement | The Audit Committee reviewed a paper from the management team in support of the going concern basis of the Group. The Committee noted the stability of the Group's business model, its successful track record, the Group's three-year financial projections and the results of internal stress testing and concluded that this provided sufficient evidence to support the Board's going concern statement set out on pages 5 to 6. | | Fair, balanced and understandable | The approach taken by the Committee in determining whether the Annual Report is, when taken as a whole; fair, balanced and understandable, is described in greater detail in this Audit Committee report. | ## External Auditors The Group's external Auditors, PricewaterhouseCoopers LLP ("PwC"), were appointed on 9 April 2024. The audit and non-audit fees for the year under review can be found in Note 7 to the Annual Report and Accounts. ## Non-Audit Services In relation to non-audit services, on 21 February 2024, the Audit Committee has reviewed and implemented a policy on the engagement of the Auditors to supply non-audit services. This will be reviewed on an annual basis moving forward. All requests or applications for other services to be provided by the Auditors over a threshold are submitted to the Audit Committee and will include a description of the services to be rendered and an anticipated cost. The Audit Committee will review the scope and size of any such services provided and any consequent impact upon the Auditors' independence. The Group's policy follows the requirements of the Financial Reporting Council's Revised Ethical Standard for Auditors published in December 2019. The policy specifies a number of prohibited services which it is not permitted for the Auditors to provide under the revised Ethical Standard. ## External Audit Independence The Committee has undertaken a formal assessment of PwC's independence, which included a review of: - a report from PwC describing its arrangements to identify, report and manage any conflicts of interest; - its policies and procedures for maintaining independence and monitoring compliance with relevant requirements; and - the value and type of non-audit services provided by PwC. The Audit Committee monitors the Auditors' objectivity and independence on an ongoing basis. In determining PwC's independence, the Audit Committee has assessed all relationships with PwC and received confirmation from PwC that it is independent and that no issues of conflicts arose during the year. The Audit Committee is therefore satisfied that PwC is independent. 25 --- ## External Audit Effectiveness The Audit Committee monitors and reviews the effectiveness of the external audit process on an annual basis and makes recommendations to the Board on its reappointment, remuneration and terms of engagement of the Auditors. The Audit Committee has direct access to the Group's auditors and provides a forum through which the Auditor's report to the Board. Representatives of PwC attend regular meetings of the Audit Committee. ## Fair, Balanced & Understandable Reporting Following the year end, the Audit Committee reviewed the 2023 Annual Report and Accounts to consider whether they provide a true and fair view of the Group's affairs at the end of the year and provided shareholders with the necessary information in a fair, balanced and understandable way to enable them to assess the Company's position, performance, business model and strategy. There was a rigorous review process and challenge at different levels within the Group to ensure balance and consistency. The Committee also reviewed copies of the 2023 Annual Report and Accounts during the drafting process to ensure key messages and themes being followed throughout the Annual Report and Accounts were aligned with the Company's position, performance and strategy intentions, and that the narrative in the Annual Report and Accounts was consistent throughout. It was determined that no Key Performance Indicators ("KPIs") are needed given that the Company's principal activity during the year was to establish the corporate governance structures necessary to complete the Reorganisation. When forming its opinion, the Committee considered the following questions to encourage challenge and assess whether the Annual Report and Accounts was fair, balanced and understandable: | Is the Report fair? | - Is the whole story presented? - Have any sensitive material areas been omitted? - Are the KPIs disclosed at an appropriate level based on the financial reporting? | | --- | --- | | Is the Report balanced? | - Is there a good level of consistency between the front and back sections of the Annual Report and Accounts? - Is the Annual Report and Accounts a document for shareholders and other stakeholders? | | Is the Report understandable? | - Is there a clear and understandable framework to the Annual Report and Accounts? - Is the Annual Report and Accounts user-friendly, easy to understand and presented in straightforward language? | ## Effectiveness The Committee of the Company mirrors that of the Audit Committee of Pollen Street Limited and the effectiveness of Pollen Street Limited's Audit Committee was reviewed as part of the Board evaluation process, with results presented in December 2023, and it was concluded that the Committee was operating effectively. Board effectiveness will continue to be a priority for the Board and our approach to evaluating effectiveness will continue to evolve in accordance with our strategic objectives. Details of the process followed and outcomes are set out in the Board Evaluation section of the Corporate Governance Statement on pages 17 to 23. ## Terms of Reference The Committee has formal terms of reference which are available from the Company Secretary. The terms of reference are reviewed by the Board on a regular basis. 26 --- ## Conclusion After completion of its review, the Committee was satisfied that, when taken as a whole, the Company's Annual Report and Accounts were fair, balanced and understandable, and provide the information necessary for shareholders to assess the Company's performance, business model and strategy. ## Approval This report was approved by the Audit Committee on 29 April 2024. **Jim Coyle** Chair of the Audit Committee 29 April 2024 27 --- ## 5. PAYABLES The table below sets out a breakdown of the Company's payables: | | As at 31 December 2023 | As at 31 December 2022 | | --- | --- | --- | | | £ | £ | | Tax advisory accruals | 7,900 | - | | Audit fee accruals | 50,000 | - | | Company Secretary accruals | 30,358 | 7,917 | | Other payables | 19,932 | - | | **Closing balance** | **108,190** | **7,917** | ## 6. FINANCIAL RISK MANAGEMENT ### a) CREDIT RISK Credit risk is the risk of loss arising from failure of a counterparty to pay the amounts that they are contractually due to pay. The Company is exposed to credit risk principally through the amounts due from debtors. The Company's debtors only include amounts due from Pollen Street Limited as explained in note 1 and note 10. ### b) MARKET RISK Market risk can be summarised as comprising three types of risk: - **Interest rate risk** – the risk of loss arising from changes in market interest rates; - **Currency risk** – the risk of loss arising from changes in foreign exchange rates; and - **Price risk** – the risk of loss arising from changes in other market rates. The Company's exposure to market risk is described below. #### I. INTEREST RATE RISK Interest rate risk arises from the possibility that changes in interest rates will affect future cash flows or the fair value of financial instruments. The Company does not have any debt or direct exposure to interest rates. #### II. CURRENCY RISK Currency risk arises from foreign currency assets and liabilities. The Company had no foreign currency assets as at 31 December 2023 and was therefore not exposed to currency risk. #### III. PRICE RISK Price risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors specific to the individual financial instrument or its issuer, or factors affecting similar financial instruments traded in the market. Local, regional or global events such as war, acts of terrorism, the spread of infectious illness or other public health issue, recessions, or other events could have a significant impact on the Company and market prices of its investments. The Company did not have any financial instruments as at 31 December 2023, and was therefore not exposed to currency risk. 51 --- ## 7. REVENUE AND EXPENDITURE | Revenue | For the year ended 31 December 2023 | For the period from 24 December 2021 to 31 December 2022 | | --- | --- | --- | | | £ | £ | | Recharges | 103,273 | 13,859 | | **Recharges** | **103,273** | **13,859** | Revenue is from recharges that are recharged from the Company to Pollen Street Limited. Refer to note 10 for further details on related party transactions. | Expenses | For the year ended 31 December 2023 | For the period from 24 December 2021 to 31 December 2022 | | --- | --- | --- | | | £ | £ | | Administration charges | 103,273 | 13,859 | | **Administration charges** | **103,273** | **13,859** | Administration charges in 2023 include audit fees of £50,000 incurred from the Company's Auditors PricewaterhouseCoopers LLP ('PwC') for the audit of the Company's financial statements (2022: none). No non-audit services were provided to the Company by PwC in 2023 or 2022. ## 8. ORDINARY SHARE CAPITAL The table below details the issued share capital of the Company. | No. Issued, allotted and fully paid ordinary shares of £0.01 each | For the year ended 31 December 2023 | For the period from 24 December 2021 to 31 December 2022 | | --- | --- | --- | | Opening number of shares | 2 | - | | Shares issued during the period | - | 2 | | **Closing number of shares** | **2** | **2** | ## 9. CONTINGENT LIABILITIES AND CAPITAL COMMITMENTS As at 31 December 2023 there were no contingent liabilities or capital commitments for the Company (31 December 2022: none). 52 --- ## 10. RELATED PARTY TRANSACTIONS IAS 24 '*Related Party Disclosures*' requires the disclosure of the details of material transactions between the Company and any related parties. Accordingly, the disclosures required are set out below. The Directors were not remunerated for services to Pollen Street Group Limited during the year. There were no contracts subsisting during or at the end of the year in which a Director of the Company is or was interested and which are or were significant in relation to the Company's business. There were no other transactions during the year with the Directors of the Company. During the year, Pollen Street Limited paid all expenses on behalf of the Company. ## 11. SUBSEQUENT EVENTS On 24 January 2024, the Company completed the Scheme that introduced Pollen Street Limited as a subsidiary of the Company and the Company issued new shares to former shareholders of Pollen Street Limited, which were admitted to trading on the LSE's main market for listed securities and to the premium listing segment for commercial companies of the Official List maintained by the Financial Conduct Authority in accordance with Part VI of the Financial Services and Markets Act 2000. The distribution of Pollen Street Limited to the Company included 64,209,597 shares and had a distribution value of £585.8 million. On 14 February 2024, Pollen Street limited completed the Distribution whereby the entire issued share capital of Pollen Street Capital Holdings Limited was distributed to the Company. The Distribution of Pollen Street Capital Holdings Limited to the Company from Pollen Street Limited had a distribution value of £247.0 million. Further information on the Scheme is provided in Note 1 to the Financial Statements. On 21 March 2024 the Company announced a Buyback Programme. Since the launch of the programme the Company has bought back 388,750 shares. Full details of the Buyback Programme can be found in the announcement on the Company's website http://www.pollenstreetgroup.com/. 53 --- # 4 DIRECTORS, ADVISERS & SERVICE PROVIDERS DIRECTORS Robert Sharpe Jim Coyle Joanne Lake Richard Rowney Julian Dale Gustavo Cardenas Lindsey McMurray *all at the registered office below* REGISTERED OFFICE Mont Crevelt House Bulwer Avenue St Sampson Guernsey GY2 4LH COMPANY SECRETARY Link Company Matters Limited 6th Floor 65 Gresham Street London EX2V 7NQ INDEPENDENT AUDITORS PricewaterhouseCoopers LLP 7 More London Riverside London SE1 2RT FINANCIAL ADVISERS AND BROKERS Barclays Bank plc 1 Churchill Place Canary Wharf London E14 5H England Investec Bank plc 30 Gresham Street London EC2V 7QP England REGISTRAR Computershare Investor Services PLC The Pavilions, Bridgewater Road England WEBSITE http://www.pollenstreetgroup.com/ SHARE IDENTIFIERS ISIN: GG00BMHG0H12 Sedol: BMHG0H1 Ticker: POLN 54 --- # WEBSITE The Company's website can be found at www.pollenstreetgroup.com. The site provides visitors with Company information and literature downloads. The Company's profile is also available on third-party sites such as www.trustnet.com and www.morningstar.co.uk. # ANNUAL AND HALF-YEARLY REPORTS Copies of the annual and half-yearly reports may be obtained from the Company Secretary by calling 020 7954 9552 or by visiting www.pollenstreetgroup.com. # SHARE PRICES AND NET ASSET VALUE INFORMATION The Group's ordinary shares of 1p each are quoted on the London Stock Exchange: SEDOL number:BMHG0H1 - ISIN number: GG00BMHG0H12 - EPIC code: POLN The codes above may be required to access trading information relating to the Company on the internet. # ELECTRONIC COMMUNICATIONS WITH THE COMPANY The Group's Consolidated Annual Report & audited financial statements, half-yearly reports and other formal communications are available on the Company's website. To reduce costs the Company's half-yearly financial statements are not posted to shareholders but are instead made available on the Company's website. # WHISTLEBLOWING The Company has established a whistleblowing policy. The Audit Committee reviews the whistleblowing procedures of the Group to ensure that the concerns of their staff may be raised in a confidential manner. # WARNING TO SHAREHOLDERS – SHARE FRAUD SCAMS Fraudsters use persuasive and high-pressure tactics to lure investors into scams. They may offer to sell shares that turn out to be worthless or non-existent, or to buy shares at an inflated price in return for an upfront payment. While high profits are promised, if you buy or sell shares in this way, you will probably lose your money. # HOW TO AVOID SHARE FRAUD - Keep in mind that firms authorised by the FCA are unlikely to contact you out of the blue with an offer to buy or sell shares - Do not get into a conversation, note the name of the person and firm contacting you and then end the call - Check the Financial Services Register from www.fca.org.uk to see if the person and firm contacting you is authorised by the FCA - Beware of fraudsters claiming to be from an authorised firm, copying its website or giving you false contact details - Use the firm's contact details listed on the Register if you want to call it back - Call the FCA on 0800 111 6768 if the firm does not have contact details on the Register or you are told they are out of date - Search the list of unauthorised firms to avoid at www.fca.org.uk/scams - Consider that if you buy or sell shares from an unauthorised firm you will not have access to the Financial Ombudsman Service or Financial Services Compensation Scheme. - Think about getting independent financial and professional advice before you hand over any money - Remember: if it sounds too good to be true, it probably is! 5,000 people contact the Financial Conduct Authority about share fraud each year, with victims losing an average of £20,000. # REPORT A SCAM If you are approached by fraudsters, please tell the FCA using the share fraud reporting form at fca.org.uk /scams, where you can find out more about investment scams. You can also call the FCA Consumer Helpline on 0800 111 6768. If you have already paid money to share fraudsters, you should contact Action Fraud on 0300 123 2040. 55 --- # 5 DEFINITIONS | AGM | The Annual General Meeting of the Company. | | --- | --- | | Asset Manager | The business segment of the Group that is responsible for managing third-party AuM and the Investment Company's assets. All activities of this segment reside within Pollen Street Capital Holdings Limited and its subsidiaries. | | Auditor | PricewaterhouseCoopers LLP ('PwC') | | AuM | The assets under management of the Group, defined as: • investor commitments for active Private Equity funds; • invested cost for other Private Equity funds; • the total assets for the Investment Company; and • investor commitments for Private Credit funds. | | Company | Pollen Street Group Limited | | Credit Assets | Loans, together with similar investments, made by the Group to counterparties, including investments into Private Credit funds managed or advised by Pollen Street. | | Distribution | The distribution by Pollen Street Limited of Pollen Street Capital Holdings Limited to Pollen Street Group Limited that was effected on 14 February 2024. See Note 1 for further information. | | Equity Assets | Equity Assets are instruments that have equity like returns; that is, instruments that do not contain a contractual obligation to pay and that evidence a residual interest in the issuer's net assets. Investments in Private Equity funds managed or advised by the Group are classified as Equity Assets. Carried interest receivable by the Group is not classified as an Equity Asset. | | Fair Value | The amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. | | Group | Pollen Street Limited and Pollen Street Capital Holdings Limited and their subsidiaries form the 'Group'. | | Investment Asset | The Group's portfolio of Credit Assets and Equity Assets. | | Investment Company | The business segment of the Group that holds the Investment Asset portfolio and the debt facilities. As at 31 December 2023, all activities of this segment resided within Pollen Street Limited, Sting Funding Limited and Bud Funding Limited. During 2023, the Investment Assets that were held within Pollen Street Capital Holdings Limited, which have always been treated as part of the Investment Company, were transferred to Pollen Street Limited. | | Private Credit | The Group's strategy for managing credit assets within its private funds. | | Private Equity | The Group's strategy for managing equity assets within its private funds. | | Registrar | An entity that manages the Company's shareholder register. The Company's registrar is Computershare Investor Services PLC. | | Reorganisation | The Scheme together with the Distribution that was effected in the first quarter of 2024. See Note 1 for further information. | | Scheme | The scheme of arrangement that was effected on 24 January 2024, that resulted in the Company owning 100 per cent of the share capital of Pollen Street Limited with the Company's shares listed as a commercial company. See Note 1 for further information. | 56 --- ![img-0.jpeg](img-0.jpeg) ## CONTACT Pollen Street Group Limited +(44) 203 728 6750 info@pollencap.com Registered Office: Mont Crevelt House pollenstreetgroup.com Bulwer Avenue St. Sampson Guernsey GY2 4LH UK Office: 11-12 Hanover Square London W1S 1JJ ©Pollen Street 2024 Company number: 70165 Design by Jory&Co.