Pollen Street : Annual Financial Report 2023

Table of Contents

1 STRATEGIC REPORT	3
2 CORPORATE GOVERNANCE REPORT	9
3 FINANCIAL STATEMENTS	43
4 DIRECTORS, ADVISERS & SERVICE PROVIDERS	54
5 DEFINITIONS	56

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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 Street1 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".

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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.

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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:

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• 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.

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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:

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• a bi-monthlycompany-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.

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2 CORPORATE GOVERNANCE REPORT

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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.

Robert Sharpe

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.

Lindsey McMurray

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.

Jim Coyle

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.

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