Allfunds Group plc ($ALLFG)

Good morning, ladies and gentlemen, and welcome to the Annual General Meeting of Allfunds Group plc. As the time is now 12:00 p.m. BST and a quorum of members is present, I am pleased to call the meeting to order, and I hereby declare the Annual General Meeting open. My name is David Bennett. I'm the Chairman of the Board of Directors and will serve as Chair of today's meeting. Please allow me to introduce my colleagues, Annabel Spring, Executive Director and CEO; Lisa Dolly, Independent Non-Executive Director, Board Vice Chair and Chair of the Remuneration Appointments and Governance Committee; and David Perez Renovales, Independent Non-Executive Director and Chair of the Risk and Audit Committee. I would also like to introduce Mr. Amit Singh from Ernst & Young LLP, the company's external auditor. Finally, I would like to introduce Marta Oñoro, our General Counsel and Company Secretary, who will assist me in the conduct of this AGM.

Thank you, David, and good morning, everyone. According to the requirements of the Dutch law, I will begin by stating that 406,515,509 shares carrying all the same number of voting rights are present or represented at this meeting, either in person or by proxy. I will now briefly outline the agenda for today's Annual General Meeting. First, our CEO, Annabel Spring, will provide a brief overview of the market context, the group's business performance in 2025 and the progress made across our strategic priorities. Then the Chair of the Board will comment on the main corporate governance highlights for 2025. And finally, we will then open the floor to questions from shareholders before proceeding to a poll on the proposed resolutions. I will now give the floor to the CEO.

Thank you, Marta. Good morning, shareholders and guests, and thank you for joining us today at our Annual General Meeting. I'm delighted to welcome you and to thank you for your continued support of Allfunds. Now, importantly, before I continue, I'd like to remember Juan Alcaraz, the founder of Allfunds. 26 years ago, Juan saw what others didn't, the need to bring an open and neutral platform to really bring order to Europe's fragmented post-trade infrastructure. He built this business, and he made end-to-end fund distribution work at scale and gave UCITS global reach really for the first time. And it's been a tremendous honor to succeed Juan as Chief Executive Officer since June last year. Now, since then, it's been a period of exceptional activity for Allfunds, a year in which we sharpened our strategic focus, we delivered strong business performance and also we reached a transformational milestone for the company. This is set against an interesting and complex wealth environment for wealth and for the asset management industry generally. At the same time as what has been a complex environment, long-term structural trends, though, including growing savings, increasing investor sophistication and the expansion of open architecture and outsourcing remain firmly in place. And these dynamics continue to support the role of scalable platform models such as Allfunds. Allfunds against this backdrop delivered strong financial and operational performance in 2025. Assets under administration reached an all-time record of $1.76 trillion, up 17% year-on-year with net flows up 18%. On a constant perimeter basis, net revenue and adjusted profit after tax both grew by 10%, and our adjusted EBITDA margin strengthened to 68%, reflecting both disciplined execution and the scalability of our model. We continue to expand our ecosystem, welcoming 64 new distributors and 90 new fund partners, and we now serve over 930 distributors and 1,450 fund partners across 66 countries. This performance reflects progress against 4 clear strategic priorities: firstly, accelerating international growth; secondly, expanding our product offering, particularly in ETFs and alternatives; thirdly, embedding continuous client-focused improvement through technology and automation; and fourthly, focusing on scalable, synergistic value-added services. International expansion remained a key driver with Asia and Latin America representing about 25% of platform migrations during the year, while our alternatives business continued to grow very strongly with assets reaching $33.8 billion, up 74% year-on-year. We also advanced client-focused improvement through targeted investments in automation, AI, of course, and blockchain. And we sharpened our portfolio of value-added services following a disciplined strategic review, creating key partnerships with MSCI and Waystone and exiting activities that are not aligned with our core model. As David will speak about later, in January this year, we announced that Allfunds had agreed to be acquired by Deutsche Börse Group, subject to the regulatory and customary approvals. This proposed combination brings together two highly complementary businesses and has the potential to create a world-class player with global reach and deep local connectivity, which will be well positioned to support clients as the wealth and asset management industry continues to evolve. It reflects the long-term value and strategic relevance of the platform that we have built. Finally, and importantly, I'd like to thank our people. Across the past year, our teams have continued to deliver strong results while navigating leadership transition and unfortunately, recently grief and significant corporate activity all at the same time. Their expertise, commitment and support of Allfunds in particularly difficult times remains central to our success. In closing, Allfunds enters this next chapter from a position of strength with a clear strategy, strong performance, a great team and an exciting future ahead. Thank you for your trust and support. I'll now hand it over to the Chair.

Thank you, Annabel. In my capacity of Chair of the Board, I would like to provide an overview of the main corporate governance highlights during 2025. But before doing so, I would like to begin with a very special remembrance in honor of Juan Alcraz, who sadly passed away recently, as Annabel mentioned. On behalf of the Board, I'd once again like to express our deepest condolences to the family and close relatives as well as our profound appreciation for Juan. As the founder of Allfunds, his vision, leadership and long-standing commitment were instrumental in building the company into the global platform it is today. His contribution has left a lasting legacy and firmly underpins the group's future success. Against the backdrop of a year of significant change marked by the successful transition of the Chief Executive Officer and the potential acquisition of the Allfunds Group by Deutsche Börse. In 2025, the Board focused clearly on three key areas: Board renewal, strengthening our risk disclosures and oversight in line with the revised 2025 Dutch Corporate Governance Code while overseeing compliance with its other provisions and monitoring progress against our ESG strategic plan 2024 to 2026. 2025 has been a year of purposeful Board renewal. During the year, we continued the staggered Board renewal process initiated in 2024. At the 2025 AGM, Lisa Dolly, JP Rangaswami, Delfin Rueda, Johannes Korp and Zita Saurel were reelected, ensuring continuity while avoiding excessive concentration of retirements in a single year. This phased approach continues today with the reelection of Annabel Spring and myself being submitted for shareholder approval. At the 2025 AGM, we were also pleased to welcome Marina Bellini and Hunter Philbrick to the Board. Their appointments have further strengthened our collective capabilities, particularly in technology, digital transformation and industry expertise, while also enhancing diversity in its broadest sense. The Board remains firmly committed to maintaining the right balance of experience, skills and perspectives in the boardroom aligned with the evolving needs of the business. In June, Annabel Spring assumed leadership of the group, representing an important milestone for all funds. Since her appointment, Annabel has continued to drive execution of our strategy with strong momentum, building on the solid foundations created under Juan's leadership and further strengthening the Board's ability to support the group through its next phase of growth. In parallel, progress was also made in executive and senior management succession planning, reflecting the Board's focus on leadership continuity and long-term talent development across the group. Corporate governance remains a core priority for all funds. Following the 2025 update to the Dutch Code, we enhanced our disclosures relating to internal risk management and control as well as the oversight exercised on these matters by the Risk and Audit Committee. These enhancements further strengthen transparency for shareholders and other stakeholders. In addition, throughout 2025, the company continued to demonstrate an excellent level of adherence to the principles and best practice provisions of the Dutch Corporate Governance Code as detailed in the corporate governance statement included in the annual report. Sustainability and responsible business practices remain fully integrated in the Board's oversight responsibilities. Through 2025, the Board closely monitored progress against Allfunds ESG strategic plan for the 2024, '26 period, overseeing the implementation of key environmental, social and governance initiatives. Throughout the year, we continued to strengthen our sustainability performance through further progress on carbon footprint reduction -- sorry, carbon footprint reduction initiatives and improvement in employee training and development in diversity indicators, ESG assessment of suppliers and further improvements in external ESG ratings. These efforts reflect the Board's conviction that a strong sustainability framework is essential to long-term value creation and to maintaining the trust of clients, employees, investors and society more broadly. I'd also like to comment on the potential acquisition of Allfunds by Deutsche Börse. As you are all aware, on the 12th of March 2026, shareholders were invited to consider and vote on the proposed transaction of -- at the court meeting and general meeting convened under the U.K. Companies Act scheme of arrangement process. The resolutions were approved with 99.99% support at both meetings. The Board is grateful for this overwhelming endorsement, which sends a clear signal of confidence in the Board's judgment and in the strategic rationale presented. While shareholder approval represents an important milestone, the transaction remains subject to the sanction of the U.K. court and the receipt of relevant regulatory approvals before it can become effective. I would like to reinstate the Board's firm commitment to ensuring robust governance, disciplined risk management and effective oversight in order to safeguard continuity and protect the interests of all stakeholders. Our focus continues to be on delivering business as usual while maintaining strong controls over risk, capital and operations. Before concluding, I'd like to express my sincere thanks to all members of the Board for their availability, commitment and contributions over what has been a challenging year. The Board remains firmly focused on maintaining high standards of governance, effective oversight and responsible leadership, particularly in a period of transformation for the group. We believe that these foundations are essential to supporting Allfunds strategy and long-term success, whatever the next chapter may bring. Thank you for your continued trust and support. Before we proceed to the vote on the resolutions, all shareholders are now invited to ask any questions regarding the business of the meeting. Please note that only shareholders and their duly authorized representatives are entitled to speak. If you wish to ask a question, please indicate this by raising your hand, an attendant will take your name and if appropriate, the shareholder you represent, verify your entitlement to speak and introduce you to the meeting before you ask your question. Shareholders' questions will be addressed once all questions have been raised. Okay. We will now proceed to the formal business of the Annual General Meeting as set out in the resolutions contained in the AGM notice. At this point, I'd like to advise you that the Board of Directors considers all the resolutions to be in the best interest of the company and its shareholders as a whole. Accordingly, the Board unanimously recommends that shareholders vote in favor of resolutions 1 to 12 inclusive.

I will now provide some information on the voting procedures. The notice of the AGM has been published on our website and copies are also available here today. So unless there are any objections, we'll take the AGM notice as read. Resolutions 1 to 7 are proposed as ordinary resolutions. These resolutions to be passed require a simple majority of the votes cast in favor. Resolutions 8 to 12 are proposed as special resolutions and do require at least 3/4 of the votes cast in favor in order to be passed. In accordance with the company's Articles of Association, resolutions will be decided on a show of hands unless a poll is duly demanded and further allow the Chair to demand a poll.

For ease of administration, I hereby demand that voting on all resolutions be conducted by poll. The company's Secretary will assist me in the conduct of the poll and the counting of votes.

Every shareholder present, either in person or by proxy is entitled to 1 vote for each ordinary share held. If you wish to vote for or against any resolution or to abstain, please fill in your voting card accordingly.

We will now proceed to consider each of the resolutions proposed at this meeting. Shareholders attending the meeting have already submitted their voting cards at the beginning of the meeting. Their votes together with the proxy instructions received ahead of the meeting have been counted. The results are as follows.

For Resolution 1, to receive the annual accounts and reports for the year ended 31st December 2025, 100% of the votes validly cast are in favor of the resolution.

I declare the resolution passed.

For Resolution 2, to approve the final dividend for the year ended 31st December 2025, 99.91% of the votes cast are in favor of the resolution and 0.09% against it.

I declare the resolution passed.

For Resolution 3, to approve the directors' remuneration report, excluding the directors' policy for the year ended 31st December 2025, 83.63% of the votes cast are in favor of the resolution and 16.37% against it.

I declare the resolution, which is advisory in nature, passed.

For resolution 4, to reelect David Bennett as a Non-Executive Director, 98.87% of the votes cast are in favor of the resolution and 1.13% against it.

I declare the resolution passed.

For Resolution 5, to reelect Annabel Spring as an Executive Director, 99.88% of the votes cast are in favor of the resolution and 0.12% against it.

I declare the resolution passed.

For resolution 6, to appoint Ernst & Young LLP as auditor, 99.99% of the votes cast are in favor of the resolution and 0.01% against it.

I declare the resolution passed.

For resolution 7, to authorize Directors to determine the auditor's remuneration, 99.99% of the votes cast are in favor of the resolution and 0.01% against it.

I declare the resolution passed.

For resolution 8, the authority to allot shares pursuant to Section 551 of the U.K. Companies Act 2006 under the terms referred to in the 2026 AGM notice. 97.81% of the votes cast are in favor of the resolution and 2.19% against it.

I declare the resolution passed.

For Resolution 9, the authority to allot shares according to Sections 570 and 573 of the U.K. Companies Act 2006 and to disapply pre-emptive rights under the terms referred to in the AGM notice, 98.99% of the votes cast are in favor of the resolution and 1.01% against it.

I declare the resolution passed.

For resolution 10, the additional authority to allot shares according to Sections 570 and 573 of the U.K. Companies Act and to be disapply pre-emptive rights under the terms referred to in the 2026 AGM notice, 97.75% of the votes cast are in favor of the resolution and 2.25% against it.

I declare the resolution passed.

For Resolution 11, to approve the terms of the ordinary buyback contract for off-market purchases and the authority for the company to purchase own shares off the market, 100% of the votes validly cast are in favor of the resolution.

I declare the resolution passed.

And for Resolution 12, the authority to call general meetings except AGMs on short notice, 97.71% of the votes cast are in favor of the resolution and 2.29% against it.

I declare the resolution passed. Thanks, Marta. Ladies and gentlemen, this concludes the formal business of the Annual General Meeting. I now declare the meeting closed, and I thank you for your attendance and continued support. Thanks very much.