2024 was another successful year for Antin, marked by such major achievements as record financial results, the biggest fundraise in the infrastructure sector worldwide to close during the year and continued solid showing by our funds and operating companies. This performance is all the more remarkable in that it was achieved in a challenging market environment for private markets.

The highlight of the year was the final closing in December 2024 of our Flagship Fund V at €10.2 billion, exceeding our target. This amount represents an upsizing of 56% from Antin’s previous Flagship Fund IV, which closed in 2020 at €6.5 billion. Fund V received the support of both existing investors and new investors, with 120 new client relationships, further expanding Antin’s global investor base and reach.

Closing the biggest infrastructure fund of the year in the current fundraising environment, in which investors face allocation and liquidity constraints, is a standout achievement. This attests to Antin’s successful track record over the past 17 years and underscores the trust investors place in our investment strategies and expertise. We thank them for their continued partnership.

Antin delivered strong financial results in 2024, with record high levels for Assets Under Management (AUM), Fee-paying AUM, revenue, EBITDA and net income, resulting in a significant cash distribution to shareholders. All our Funds are performing on or ahead of plan and we have a strong portfolio of 29 companies.

We continued to execute our three strategies - Flagship, Mid Cap and NextGen - while maintaining a disciplined “performance first” approach, governed by our Antin infrastructure test and focused on attractive risk-adjusted returns. While capital deployment has slowed in the current environment, leading to a lengthening of the fund investment period compared to prior Flagship vintages, Antin closed five investments in 2024, of which four by Fund V and one by NextGen I.

Our focus remains on sustainable investments. With recent investments in renewable energy platform Opdenergy in Spain, hydrogen transportation and storage equipment leasing company GTL Leasing in the US and France’s first independent high-speed rail operator Proxima, the total amount of equity invested in companies facilitating the sustainable transition has now reached more than €5 billion across our different funds, highlighting our differentiated value-add approach to infrastructure investing. At the same time, we also realised the final exit for Flagship Fund II with the sale of Grandi Stazioni Retail. This exit came at a premium to its last valuation, underscoring our prudent approach to valuations, and Fund II recorded a Gross Multiple of 2.6x, delivering a top quartile outcome that exceeds our target return.

Looking forward, we expect 2025 to be a transition year, but also a year of great opportunities. The closing of Fund V, which is already 40% deployed in high quality and scalable platforms, sets a solid foundation for future growth. We also anticipate a resumption of exit activity across the industry as inflation normalises, interest rates decrease and the macroeconomic environment continues its gradual improvement. With investors looking for capital returns, our investment teams remain focused on value creation initiatives and on continuing to improve the performance of our portfolio companies.

We also continue to thoughtfully grow our firm, with a special emphasis on the US, where we are consistently growing our team and presence. In parallel, we’ve continued embedding sustainability factors into our investment and asset management processes and made further progress towards our portfolio-level decarbonisation target of having 100% of equity invested in companies with Science Based Targets (SBTs) by 2040, from 15% today.

While we expect to face some headwinds in the short term, we remain very confident that the infrastructure asset class has a bright future ahead, underpinned by supportive secular trends such as electrification, decarbonisation and the exponential growth of data. Antin is well positioned to remain a leader and a winner in its field, delivering superior returns for its stakeholders.

The Flagship strategy invests in the energy and environment, digital, transport and social infrastructure sectors across Europe and North America.

Within these sectors and geographies, Antin looks for investment opportunities that benefit from attractive long-term market trends, exhibit defensive infrastructure characteristics, demonstrate a degree of complexity and have identifiable value creation potential. All assets must pass the Antin Infrastructure Test, which filters for essential assets with embedded downside protection, high barriers to entry, predictable cash flows and inflation protection.

The Flagship strategy produced strong realised returns since inception with a Gross Multiple of 2.5x and Gross IRR of 22%. Powered by strong investment performance, the Flagship strategy scaled from €1.1 billion raised for Fund I to €10.2 billion raised for Fund V.

Flagship Fund V targets controlling stakes in ~10‑12 companies with equity investments in the range of ~€400 million to more than €1 billion.

The Mid Cap strategy invests in energy and environment, digital, transport and social infrastructure sectors across Europe and North America.

Within these sectors and geographies, Antin looks for investment opportunities that benefit from positive long-term market trends, exhibit defensive infrastructure characteristics, demonstrate a degree of complexity and have identifiable value creation potential. All assets must pass the Antin Infrastructure Test, which filters for essential assets with embedded downside protection, high barriers to entry, predictable cash flows and inflation protection.

The Mid Cap strategy was launched in 2021 and marked a return to Antin’s roots as a successful middle market infrastructure investor.

As Antin grew its Flagship strategy over time, many attractive mid market investment opportunities were no longer at an appropriate size for that fund. The Mid Cap strategy was launched to offer investors access to attractive mid market investments and capitalise on Antin’s experience and investment track record in this segment.

Mid Cap Fund I manages €2.2 billion in commitments and targets controlling stakes in ~10 companies, with equity investments in the range of ~€50‑300 million.

Within these sectors and geographies, NextGen seeks to invest in fast growing, next generation infrastructure businesses that benefit from megatrends and contribute to a more sustainable and connected future. NextGen invests in proven business models and technologies that require substantial capital to scale, often with a strong focus on sustainability.

NextGen assets are not required to pass the Antin Infrastructure Test at acquisition due to a lack of maturity. They are however selected on the premise that they will meet the Test’s 5 criteria at exit.

Since its inception, NextGen has made six investments as of 31 December 2024. Two were made in electrical vehicle charging infrastructure, two in smart grid networks, one in a joint venture to create the world’s first large-scale tyre recycling group and one in a leading lessor of hydrogen midstream equipment.

The NextGen investment strategy was launched in late 2021 to address the ever-growing need for capital required to support the next generation of infrastructure, recognising that new trends and technologies are reshaping the infrastructure landscape, ushering in a new era that is greener, smarter and more efficient.

A final close on NextGen Fund I was held in November 2023 at €1.2 billion target.

NextGen Fund I targets predominantly controlling stakes in ~10 companies, with equity investments in the range of ~€50-200 million.

The asset management industry consists of companies that provide professional investment management services to institutional clients, such as pension funds, insurance companies, sovereign wealth funds and other financial institutions as well as foundations, family offices, mass affluent and retail clients.

Total assets managed by asset management companies on a global basis (“global industry AUM”) increased from $76 trillion in 2015 to $129 trillion in 2023, at a compound annual growth rate of 6.8%. This includes assets managed in traditional asset classes, such as equities and fixed income securities, and assets managed in alternative asset classes, which includes private equity and private infrastructure.

The long-term increase in global industry AUM has been driven by investment performance and net flows. Net flows were supported by structural growth factors, such as ageing population, increased savings and wealth accumulation, as well as improved access to investment platforms. Going forward, global industry AUM is expected to continue to benefit from such trends. PwC estimates that global industry AUM will continue to grow, from $129 trillion in 2023 to $171 trillion in 2028, at a compound annual growth rate of 5.9%.

While all private market asset classes have grown at attractive rates in the past years, private infrastructure AUM stands out as the fastest growing asset class within private markets. Private infrastructure AUM grew at a compound annual growth rate of 20% between 2015 and 2024, exceeding the 16% annual growth private markets achieved as a whole. These attractive growth rates are driven by increasing allocations to private infrastructure as well as investors seeking diversification, inflation protection and attractive risk-adjusted returns relative to other asset classes.

While growth rates have slowed more recently due to investor liquidity and asset allocation constraints, the long-term trend remains positive.

Private infrastructure is expected to deliver continued growth driven by supply and demand trends, including:

The private infrastructure industry is highly fragmented. Infrastructure investment firms compete across asset classes, sectors and geographies, based on diverse investment strategies including greenfield/brownfield and differing risk‑return profiles such as core, core+ and value-add/opportunistic. According to Preqin, there were 99 private infrastructure funds that raised an aggregate capital of ~$97.6 billion in 2024.

While the private infrastructure market is fragmented, only a select number of infrastructure private equity firms have achieved significant scale over the past years. As such, Antin typically competes with only a limited number of firms for large capital infrastructure investment opportunities. Such competing investment firms can be categorised as follows:

Among these peers, Antin has historically been among the fastest growing infrastructure investors. The following “Total Funds Raised by Infrastructure Investors” graph shows rankings for total funds raised by infrastructure investors (excl. funds of funds) since January 2019. Antin kept its ninth place globally and second in Europe (per Infrastructure Investor Top 100).

Antin is a leading infrastructure private equity firm investing in the energy and environment, transport, digital and social infrastructure sectors in Europe and North America. The Group has assets under management of €33.3 billion across its Flagship, Mid Cap and NextGen investment strategies. The Flagship and Mid Cap strategies follow a value-add investment approach, creating value by improving, growing and transforming infrastructure businesses. NextGen is a growth strategy, providing capital to infrastructure companies to support the scale-up of proven business models and technologies.

Antin follows an active ownership approach across its three investment strategies, which results in a strong realised investment performance. This has led to significant growth in assets under management since inception of the firm.

The graph below sets forth the key highlights in Antin’s expansion from its beginnings as a single-strategy Fund Manager in Europe to becoming a multi-strategy investment platform operating in Europe and North America.

Since its inception in 2007, Antin has gradually grown its assets under management. The growth has been driven by the scale-up of the Flagship investment strategy, the geographic expansion from Europe to North America and the launch of the Mid Cap and NextGen investment strategies.

Antin has been able to build one of the largest pure-play infrastructure investment platforms focused on Europe and North America. Having established a reputation and track record of sourcing and executing attractive infrastructure investments in Europe, Antin saw it as a natural progression to explore similar investment opportunities in North America. The first milestone of this geographical expansion was reached in 2018, when Antin announced its first investment in the US. In 2019, following this first investment, Antin announced the opening of its New York office to pursue further investments in North America. Antin has since announced seven investments in the North American market across its Flagship, Mid Cap and NextGen strategies as of December 2024, expanding its New York office to more than 50 employees. Antin also extended its geographical reach to the Asia-Pacific region with the establishment of an office in Singapore in 2021, followed by the opening of a representative office in Seoul in 2023. Both offices are dedicated to investor relations.

Antin has demonstrated over time that it can successfully expand investment strategies and grow strategies to scale. Starting with a target size of €1.0 billion for its inaugural Flagship Fund I in 2008, Antin has been able to grow the size of each successor fund, with its fifth flagship fund closing on 18 December 2024 in line with its target, raising €10.2 billion. The new fund is the largest infrastructure fund closing worldwide in 2024. Its size represents a 56% increase from Antin’s previous Flagship Fund IV, which closed in 2020 at €6.5 billion. Antin has also successfully launched two new investment strategies with Mid Cap and NextGen. Mid Cap Fund I reached its €2.2 billion hard cap in 2021 within a short fundraising period that lasted approximately four months. NextGen Fund I held its final close in November 2023 at its €1.2 billion target. Antin’s inaugural NextGen Fund is backed by Fund Investors from Europe, North America, Asia and the Middle East, including both long-time existing Antin clients and new investors.

Antin is guided by strong values and founding principles that define its culture. The four founding principles are Entrepreneurship, Accountability, Discipline and Partnership. Antin’s culture is a critical source of competitive advantage and ensures that partners and employees are aligned in their mission to create long-term sustainable value for Fund Investors, while contributing positively to society. Antin’s culture is also critical in attracting and retaining high calibre investment professionals and employees, which has been a key pillar of the Group’s success. In addition, Antin’s culture and reputation are instrumental in positioning the Group as a reliable long-term business partner to Fund Investors, as well as owners who may choose to sell a business to Antin or partner with Antin.

It is a core belief of Antin that infrastructure businesses require active management in order to generate superior returns. Antin’s holistic and hands-on approach to value creation involves strong engagement with each portfolio company during the ownership period. This active ownership approach has proven to create significant value, as demonstrated by our realised investment performance. The Investment team, along with the in-house specialist teams and the broad adviser network, all work seamlessly to support each of the portfolio companies' management teams in the delivery of the bespoke value creation plan.

Antin’s principle of accountability highlights the individual’s responsibility within the wider group and ensures that the investment team is the same from acquisition to exit of an investment. This approach ensures that value creation plans are prepared, implemented, and delivered in a coherent manner. Accountability also ensures that challenges are addressed early when required, with a focus on delivering the desired results.

Discipline is a key principle in carefully analysing and selecting investment opportunities that meet Antin’s investment and value creation criteria. The basis of each investment is the Antin Infrastructure Test, which screens for specific criteria that each Antin investment should fulfil. Discipline is also key in the implementation of an investment’s value creation plan and has been instrumental in delivering attractive, risk-adjusted returns across economic cycles.

The partnership principle highlights Antin’s core belief that collective decision-making and execution is core to identifying attractive investment opportunities and delivering value. Partnership also reflects the close collaboration between the partners of the firm, investment professionals, specialist functions such as financing, performance improvement, legal and tax, as well as external advisors and the management teams of portfolio companies. Partnership ensures a collective drive to deliver value and realise returns, and is a unique aspect of Antin’s open and collaborative culture.

Antin uses a research-driven approach to evaluating sub‑sectors and the long-term market trends that impact these sub-sectors. For example, increased reliance on and demand for data globally, demographic shifts and ageing populations, energy transition, changes in consumer behaviour and changes to global supply chains are some of the long‑term trends that Antin has been tracking over multiple years and which are relevant to its current investments. Antin follows a forward‑thinking approach and considers how a potential investment could be perceived long-term, well beyond Antin's holding period.

Antin’s definition of infrastructure is based on a set of fundamental characteristics that a business must exhibit to be considered for inclusion within its portfolio. To be considered for inclusion in Antin’s Flagship or Mid Cap strategies, an investment must meet the following characteristics of the Antin Infrastructure Test:

The NextGen strategy also capitalises on the strength of the Antin Infrastructure Test, however with a more flexible time horizon, aiming at identifying and growing tomorrow’s infrastructure businesses. NextGen investments are expected to fully meet the Antin Infrastructure Test at the time of exit.

Antin believes that the infrastructure test ensures discipline and a high degree of selectivity. Its agility has allowed Antin to pioneer investments in new sectors, which are sometimes not perceived as infrastructure by the wider market, but may over time be seen as integral infrastructure sub-sectors. Examples for this include digital towers or fibre networks, which Antin has pioneered in infrastructure investing. More recent examples include areas in social infrastructure, such as laboratories, childcare, or crematoria.

Antin seeks to identify value creation potential in any investment opportunity by applying a private equity toolkit to improve, grow and transform the business. In order to achieve this, Antin typically establishes a bespoke value creation plan for each investment opportunity. Value creation is primarily driven by growing the profits of a company through organic capital investments and add-on acquisitions. This typically involves building out infrastructure to enhance the profit capacity of the portfolio companies Antin invests in. The value creation plan also typically includes specific performance improvement initiatives, active capital structure management, legal and tax considerations, as well as an evaluation of sustainability risk factors and areas for improvement. This framework is scalable and replicable, having been successfully deployed across its investments in various sectors and geographies.

For more than fifteen years, Antin has been researching relevant macro trends, refining its investment approach and deepening its network of relationships with industry players. This focus and dedication, alongside Antin’s broad and experienced team, have positioned Antin as a partner of choice for business and asset owners considering to sell or partner with, especially when a certain level of complexity is involved. This is particularly relevant when developing a dialogue with infrastructure corporates that are considering a carve-out for a business unit or in conversations with founders deciding to whom to entrust stewardship of their business for the next phase of ownership and development. In such a scenario, Antin may have been monitoring a business for some time and may have already dedicated the resources to understand a given market and business model, therefore establishing a competitive advantage as compared to other potential competing acquirors.

Antin strongly relies on its rigorous investment framework to generate attractive risk-adjusted returns for its Fund Investors:

Since inception and across economic cycles, Antin’s differentiated investment approach has resulted in a track record of delivering attractive, risk-adjusted returns across Antin’s Funds. Antin has achieved an investment performance of 22% Gross IRR and a 2.5x Gross Multiple on a realised basis across all its Funds. Antin believes that its established track record of stable returns is one of the key reasons Fund Investors choose to invest and reinvest in Antin’s Funds.

The success Antin has achieved in growing its AUM is a result of its consistent attractive performance track record, as well as the trusted relationships Antin has built with its global and diverse Fund Investors over the years.

Antin today counts over 300 institutions amongst its Fund Investors, including some of the world’s largest and most reputable institutions. It is comprised of a diverse set of institutional investors, including pension funds, insurance companies, sovereign wealth funds, financial institutions, endowments, foundations and family offices.

These institutions are located all over the world. With the set-up of a global investor relations team that has an on-the-ground presence in Europe, North America and Asia, Antin has substantially increased the share of its international investor base over time. The “Breakdown of Fund Investors” graphs show the breakdown of Antin’s Fund Investor base by geography and by category, as of 31 December 2024, as a percentage of capital committed.

Antin has demonstrated an impressive track record for fundraising from this world-class Fund Investor base since inception, having raised a total of €28 billion in fee-paying commitments for eight funds across three investment strategies.

Growth in capital raised has been supported by the expansion into Mid Cap and NextGen, but also the gradual increase in the size of the Flagship strategy over successive fundraising cycles. The Flagship strategy has grown from €1.1 billion for Flagship Fund I in 2008 to €10.2 billion for Flagship Fund V in 2024. This represents a ~80% average increase in size for each Flagship fund up to Flagship IV, and a +56% increase in size for Flagship Fund V versus previous vintage.

Antin also offers co-investment opportunities in which investors commit capital to a specific transaction alongside an Antin Fund. Structured through a vehicle managed by Antin, co‑investments are used primarily to syndicate larger investments held by Antin Funds. This allows the relevant Antin Fund to manage exposure to such investment and limit concentration risks. Co-investments are a means for Fund Investors to gain access to supplementary investment opportunities.

Antin has a track record of delivering co-investment opportunities consistently, strengthening the long-term relationships with Fund Investors who seek such opportunities. To date, total capital raised for co-investments amounts to more than €6 billion across seventeen investments. Co‑investments are included in Antin’s reported AUM figures, but excluded from fee-paying assets under management (“FPAUM”). Antin’s co-investment vehicles do not generate management fees or carried interest.

Antin’s in-house specialist teams are an essential factor for success. The Group has significantly invested in its in-house specialist teams by implementing the right technology and by bringing key functions in-house instead of following an outsourcing approach. This has enabled Antin to be agile in its decision‑making processes and to retain critical market insights in‑house.

The platform comprises several specialist functions which support Antin across many of its core activities:

Antin’s legal and tax, performance improvement, financing and sustainability teams provide systematic and material support to the investment team and help navigate complexity. The investment team retains ultimate responsibility for realising a successful outcome for each investment, from acquisition to exit. The in-house specialists and their involvement in transactions ensure that investment professionals are comprehensively supported with specialised expertise.

In 2011, Antin internalised the fund accounting and administration activities and created a fund administration hub in charge of management control, oversight and fund compliance as well as middle office tasks related to fund administration for all its funds in Luxembourg. For this purpose, AISL 2 and AISL 3 (the "AISL entities”) were established in Luxembourg, in order to implement the day-to-day administration tasks which have been delegated by the Fund Managers to the AISL entities (further details are available in Section 1.2.5 and in the Glossary of this Universal Registration Document).

As of 31 December 2024, 168 of Antin’s 241 employees are in‑house specialists. Among the 168 employees, 36 employees from the legal and tax, performance improvement, financing and sustainability teams are also included in Antin's broader definition of its investment professionals (further details are available in Section 7.1.3 of this Universal Registration Document). As Antin grows and evolves, it will continue to reinforce its in-house specialist teams in order to maintain the highest standard of service to its investment teams as well as to its Fund Investors.

Antin’s current financial model is highly management fee centric, with management fees accounting for more than 95% of Antin’s total revenue since its inception, providing a stable and predictable revenue profile. Strong investment performance by the Antin Funds has supported strong growth in FPAUM over time, exceeding €21 billion in 2024 and driving growth in management fees. Antin benefits from management fee rates that have historically remained stable as a percentage of FPAUM across fund vintages and investment strategies. Over the last three years, the compound annual growth rate of Antin’s revenue was 21% and revenue reached €318 million in 2024.

Antin also benefits from a scalable operating model. With personnel costs representing the largest share of Antin’s expenses, its cost base is reasonably predictable and controllable. In 2024, Antin generated underlying EBITDA of €187 million and demonstrated strong levels of profitability with an underlying EBITDA margin of 59%.

AUM is an operational performance measure representing the total value of assets managed by Antin. AUM comprises FPAUM, undrawn commitments, assets from co-investment vehicles (which do not generate management fees), and the net value appreciation on current investments.

FPAUM is considered a core KPI as a measure of the portion of AUM from which Antin is entitled to receive management fees across all of the Antin Funds at a given time.

Antin operates an integrated fee-based revenue model that comprises (i) recurring management fees derived from the services provided by Antin to the Antin Funds, and (ii) income derived from Antin’s investments in the Antin Funds, consisting of carried interest and investment income, as well as administrative and other revenue.

Management fees are recurring revenue which Antin receives for the fund management services provided to the Antin Funds. Management fees depend primarily on the capital committed or effectively invested by external investors and are recognised over the lifetime of each Antin Fund. The lifecycle of an Antin Fund has three principal phases: fundraising, the investment period and the post-investment period, which are described in more detail below.

In subscribing to a specific Antin Fund, an investor agrees to provide a certain amount of capital to the Fund whenever capital calls are made, in accordance with the relevant Fund’s documentation. At the first closing of a Fund, Fund Investors are admitted, and the investment period typically begins (see “Investment period” below). After the final Fund closing, no further commitments are accepted. All Antin Funds are closed‑ended, which means that capital commitments are raised from Fund Investors for a limited period of time. The length of the fundraising period varies depending on a number of factors, such as the maturity of the investment strategy, recent and historical performance of other Antin Funds, market conditions and Fund Investors’ demand. The fundraising phase may continue despite the beginning of the investment period. Until the investment period begins, no management fees are earned by Antin.

The beginning of the investment period is determined at the discretion of Antin, in its capacity as Fund Manager. For practical reasons, the beginning of the investment period typically coincides with the first closing of the Fund. From the beginning of the investment period, management fees begin to be earned by Antin, calculated as a percentage of the total commitments raised by the relevant fund. Management fees have typically been charged at a rate of 1.4%-1.5% of total commitments for all Antin Funds during the investment period. A reduced management fee may be offered to Fund Investors that have a commitment over a certain amount. The maximum length of the investment period for Antin Funds has generally been set under the governing documents of the Funds at five years. The actual length of the investment period will depend on several factors, including the availability of attractive investment opportunities, the speed at which capital is deployed, as well as market and economic conditions. Once approximately 75% of total commitments have been invested or committed for investments, the Fund will typically move into the post-investment period.

Investment periods of previous Antin Funds have run between two and five years. Investors admitted to an Antin Fund after the first closing are generally required to pay to the Fund Manager their proportionate share of management fees retroactively to the first closing date plus interest. Investors are also required to pay to the Fund the organisational and other expenses attributable to such Fund, as well as the aggregate cost of any investments already made by Fund Investors, plus interest, less their pro rata share of investor distributions. The “catch-up” effect of these retroactive management fee payments results in increases from time to time in the management fee revenue otherwise recorded by Antin over a typical Fund lifecycle.

The post-investment period commences at the end of the five‑year period, or as soon as more than 75% of the Fund’s commitments are invested or committed, and a successor fund for the same strategy has achieved a first closing. Antin may choose to lower the 75% threshold for an earlier closing of the investment period. The most recent Antin Funds have moved into the post-investment period by the second or third year. Any remaining undrawn commitments at the end of the investment period may, however, be called during the post‑investment period for strategic initiatives (growth projects and “add-ons” of portfolio companies, ongoing expenses, etc.).

During the post-investment period, management fees are calculated by reference to the remaining cost of investments not yet realised for such Fund, using rates varying between 1% and 1.5%. During this period, Antin focuses on delivering attractive, risk-adjusted returns for the Funds. The average length of time over which investments in portfolio companies are held can vary, depending on the investment strategy and the portfolio company’s performance and prospects, as well as on market conditions. Management fees received from a single Antin Fund decrease in absolute terms over time during the post-investment period.

Despite the decrease in management fees received from individual Antin Funds as they move into the post-investment period, Antin’s aggregate revenue from management fees across its Funds has increased historically over time, due to Antin’s success in raising new funds across its growing and well‑diversified investor base.

Antin uses the indicator “Effective Management Fee Rate”, which is calculated as the weighted average management fee rate for all Antin Funds contributing to FPAUM over a specified period. The Effective Management Fee Rate has remained largely stable over time, and may on a blended rate decline marginally as a larger share of capital is raised from investors that benefit from fee discount due to the size of the commitment.

Carried interest is a form of investment income that Antin and other Carried Interest Investors are contractually entitled to receive directly or indirectly from the Antin Funds. Carried interest is inherently variable and fully dependent on the performance of the relevant Antin Fund(s) and its/their underlying investments. Carried Interest Investors invest by committing capital to the Antin Funds indirectly through Carry Vehicles (the “Carried Interest Commitment”). The total capital commitments made by Carried Interest Investors through Carry Vehicles in relation to carried interest entitlement generally represent approximately 1% of the total commitments of an Antin Fund. The Carry Vehicle then participates pro rata in each underlying investment performed by the corresponding Antin Fund.

For earlier Antin Funds, Carried Interest Investors primarily consisted of Antin team members, rather than Antin. For Fund III-B and Mid Cap Fund I, Antin has instituted a policy of taking a 20% participation in the relevant Carry Vehicles, which it aims to continue for future funds across the Flagship, Mid Cap and NextGen strategies. Revenue from carried interest is recognised in accordance with IFRS 15. For further information on carried interest, please see Note 5 “Revenue” and Note 19 “Accrued income” in Section 6.2 “Notes to the Consolidated Financial Statements”.

Fund Investors expect partners and employees of Antin to invest in the carried interest of the Antin Funds to demonstrate alignment of interest, and as such the partners and employees of Antin have made significant personal commitments from their own resources to the Antin Funds. The investment returns are fully dependent on the performance of the relevant fund and the performance of its underlying portfolio companies and constitute capital at risk. As of 31 December 2024, the partners and employees of Antin have committed amounts from their personal resources across multiple fund vehicles totalling €197.8 million, compared to €191.8 million as of 31 December 2023. Where Antin team members invest in Carried Interest, a 60‑month vesting period applies. In the event that an individual leaves Antin before the end of the vesting period, depending on the circumstances, Antin may purchase such individual’s share of carried interest, thereby becoming entitled to any carried interest resulting therefrom.

Each Antin Fund defines a “distribution waterfall”, which governs the manner in which a fund’s returns on its investments are allocated and distributed to Fund Investors and Carried Interest Investors. The governing documents of each Antin Fund set forth a contractual split of a fund’s net profits, with Fund Investors typically entitled to receive 80% of net profits and Carried Interest Investors typically entitled to receive 20%, subject to the Antin Fund having reached a pre-agreed hurdle return attributable to the Fund Investors. As a general rule, after payment of, and provision for, any fees, costs, expenses or other liabilities (including management fees), the returns on an Antin Fund are distributed first to the Fund Investors pari passu with the Carried Interest Commitment, until both Fund Investors and the Carried Interest Commitment have had their invested capital returned. In measuring the hurdle return, performance is calculated on the basis of the entire Antin Fund portfolio. For the Antin Funds, this hurdle return is typically an annually compounding return of 8% on Fund Investors’ invested capital, fees and expenses, in excess of their distributions. After the hurdle return for Fund Investors and the Carried Interest Commitment has been achieved, a “catch-up” process occurs by which the Carried Interest Investors receive an accelerated payout of the fund’s profits until the contractually-specified profit split of 20% to Carried Interest Investors is achieved. For the most recent Antin Funds, the accelerated payouts during the catch-up process are to be made at a ratio of 80% of net profits to Carried Interest Investors and 20% of net profits to Fund Investors.

Once the catch-up phase is completed such that the contractually-specified profit split of 20% to Carried Interest Investors has been achieved, any subsequent profits from the Antin Fund are allocated on the basis of the contractual profit split.

In addition to its commitment to an Antin Fund through the Carry Vehicle, Antin may decide to make additional investments in the Antin Funds. Beginning with Fund III-B and Mid Cap Fund I, Antin has instituted a policy of making such additional investments equivalent to approximately 1% of the total commitments of an Antin Fund, which it aims to continue for future funds. As a result, Antin recognises investment income in accordance with IFRS 9 from changes in the fair value of the underlying investments in the Antin Funds and from the final settlement of such investments. Investment income may be negative at the beginning of the investment period of an Antin Fund. This results from the payment of management fees and investment costs, and limited value creation from recently acquired portfolio companies by the Antin Funds. A given fund therefore typically posts negative income at the beginning of the investment period, followed by positive and increasing income when investments mature. This is called the “J-curve effect”.

Administrative and other revenue net derive from recharging AISL fees (please refer to “Other operating expenses” below).

Personnel expenses include salaries, bonuses, social security expenses, pension plan expenses and other personnel related expenses. In general, Antin’s personnel expenses are directly or indirectly driven by the number of employees, which in turn is driven by the growth of operations, including scale-up of existing strategies and expansion into new strategies and geographies.

Other operating expenses comprise professional fees (including recruitment fees), audit, advisory and legal fees, services and maintenance costs, travel and representation expenses, residual placement fees that are not capitalised and other expenses and external services.

In addition, Antin is charged fees by the AISL entities, which are fully held by the Antin Funds and to which such administrative services have been delegated. Such fees are recorded as professional fees. Antin then recharges these fees to the Antin Funds and records the resulting revenue under “Administrative fees and other revenue net”. No margin is applied by Antin in recharging such fees, such that they do not result in any contribution to Antin’s net income.

Depreciation and amortisation are applied over the asset’s estimated useful life using the straight-line method in accordance with IFRS. This includes the depreciation of property and equipment and right-of-use assets as well as the amortisation of intangible assets and capitalised placement fees.

During a fundraising process, Antin makes use of placement agents or other local representatives/agents in certain jurisdictions. The placement agent fees for obtaining commitments from Fund Investors are paid when the Fund holds its first closing. Antin recognises these fees as an asset in alignment with anticipated recovery of those costs over the Fund life. The useful life of the associated asset is the life of the Fund, which is typically 10 years.

Cash and cash equivalents can result in financial income or a financial expense, depending on the interest rates environment.

Financial income further comprises translation gains and interest on loans granted to some employees in order to facilitate their participation in carried interest schemes, in which employees fund their own commitments to the Carry Vehicles. Such financing is provided on an exceptional basis to employees when they cannot access third-party financing. Financial expenses comprise translation losses, interest on interest-bearing liabilities from credit institutions and interest on lease liabilities.

Antin operates within a large and global market with substantial room to grow by further scaling-up and adding new complementary strategies. The identified growth strategy centres around three key pillars:

All strategies and growth initiatives are supported by a clear governance and control framework and an integrated, scalable operating platform with robust processes.

The success Antin has had in developing and growing its investment platform is a result of the trusted relationships Antin has built with its diverse Fund Investors over the years and a commitment to communicating in an open and transparent manner.

To further develop and grow its Fund Investor base, Antin has devised a two-pillar growth strategy.

First, Antin aims to retain current Fund Investors by deepening existing relationships through consistent attractive risk‑adjusted returns as well as high-quality service.

A loyal investor base provides stability and visibility for subsequent fundraising campaigns as demonstrated by the strong average re-investment rate achieved by Antin for the Flagship strategy. A further example is the successful launch of Mid Cap Fund I which reached its hard cap after a swift fundraising process with approximately 80% of capital raised from existing Fund Investors.

Moreover, a number of Fund Investors consider themselves to be under-allocated to the infrastructure asset class compared to their own targets, presenting a growth opportunity from these existing Fund Investors. The potential to achieve growth from under-allocated Fund Investors was seen in prior fundraising campaigns where the average commitment size per Fund Investor having almost tripled between 2015 and 2024.

Secondly, Antin sees an opportunity to grow and diversify its Fund Investor base by expanding in certain geographies. Antin believes there is a significant opportunity for further expansion in markets where it is under‑penetrated, most notably North America and Asia-Pacific. Recognising that proximity to these markets is a key success factor, Antin has made various senior hires to reinforce its investor relations capabilities in North America and Asia. Commitments from North America grew nearly 5x from Flagship Fund IV to Flagship Fund V with Asia seeing a 2x increase. This is part of a long-term commitment to diversify our investor base as evidenced by the share of capital raised from Europe decreasing from 93% to 41% from Flagship Fund I (2008 vintage) and Flagship Fund V (2022 vintage).

Antin believes that operating a platform of scale is a key competitive advantage as Fund Investors want to work with managers that can raise and deploy significant amounts of capital. Such Fund Investors are choosing to concentrate allocations with firms that have an existing track record and can offer a range of different strategies. Having established a leading market position, Antin is well-positioned to meet the needs of its increasingly diversified institutional Fund Investor base by growing investment strategies to scale, as it has done with its Flagship strategy.

Antin has significant scope for further attractive growth given the large size of the global private infrastructure market versus Antin’s current size. In particular, Antin believes its three investment strategies (Flagship, Mid Cap and NextGen) are set for significant growth in fee-paying commitments. Such growth will, however, depend on Antin’s ability to attract capital from Fund Investors and to successfully deploy such capital on a global scale. More specifically, Antin will seek to reinforce its North American presence.

Consistent with its historic approach, Antin will continue to employ a diligent and thorough approach in evaluating new growth opportunities, with an objective to remain truthful to Antin’s culture and values. Opportunities may be organic through the launch of a new investment strategy, or inorganic through the acquisition of another Fund Manager. In the latter case, Antin considers that team and cultural fit are the most important criteria in evaluating potential acquisition targets.

Please refer to Section 5.6 of this Universal Registration Document for further details on Antin’s financial outlook.

Antin’s business is governed by regulations specific to each country in which it operates, whether directly or through its subsidiaries or the Antin Funds, which are primarily established in France and Luxembourg.

Since the IPO of the Company, Antin has become subject to additional obligations set forth in French and European regulations, including obligations with respect to (i) periodic and ongoing reporting, (ii) prevention of market abuse and (iii) other securities laws. The Company is subject to regulation and supervision by the French financial markets authority (Autorité des Marchés Financiers – AMF) in the performance of these obligations.

With respect to asset management and investment services, Antin is subject to regulatory frameworks, prudential supervision and licensing requirements relating to the asset management and investment services it provides in the jurisdictions in which it operates and markets the Antin Funds, namely the European Union, the United Kingdom and the United States, as described further in the following sections.

Antin operates in a constantly evolving regulatory landscape. The governance and internal organisation of each entity require ongoing monitoring and readjustment as applicable regulations evolve, especially in the European Union where such regulations are transposed into the laws of various Member States and interpreted by local regulators such as the AMF and other European bodies such as the European Securities and Markets Authority. Antin’s tax, legal and compliance teams are focused on anticipating and analysing regulatory changes in order to adapt to them as efficiently as possible and to limit their impact on its operational activities.

In recent years, European authorities have kept the financial services industry under close scrutiny and have adopted regulations and guidelines governing the asset management sector to protect Fund Investors and preserve financial markets stability.

Antin’s asset management activities in the European Union are conducted primarily though AIP SAS. Certain Antin Funds are managed by AIP SAS with the assistance of AIP UK, as described below. In the aftermath of the departure of the United Kingdom from the European Union, which was completed on 31 December 2020, all Antin Funds set up from Flagship Fund IV onwards are, as of today, managed by AIP SAS.

The primary regulations and associated texts applicable to Antin’s asset management activities and investment services in the European Union are set forth below.

AIP SAS is licensed by the AMF and fully subject to the regulatory provisions deriving from the AIFM Directive relating to AIFs and Delegated Regulation (EU) No. 231/2013 supplementing said Directive.

AIFs are defined in the AIFM Directive as entities (other than retail collective investment funds, known as UCITS) which raise capital from a number of Fund Investors with a view to investing it in accordance with a defined investment policy. The AIFM Directive imposes requirements relating to, among other things, approvals, disclosure, reporting, valuation procedures, custody and certain organisational and capital requirements.

AIF managers are notably required to report on a regular basis to the competent authorities of their home European Union Member State on behalf of the AIFs they manage. Such reporting is required to cover (i) the main instruments in which each AIF invests, (ii) the markets in which each AIF has invested or in which it is active and (iii) the largest exposures and concentrations of the holdings of each AIF. In addition, AIF managers are subject to investor information requirements. AIF managers are required to prepare at least one annual report within six months of the end of each financial year for each AIF they manage or market in the European Union. AIF managers are also required to provide information on the characteristics of the AIF they manage or market in the European Union to potential Fund Investors prior to their investment in such AIF. This includes, in particular, a description of the investment strategy and the objectives of the AIF, the procedures for modifying its strategy or investment policy, valuing the AIF and its assets, and the AIF’s liquidity risk management policies, as well as a description of all fees, costs and charges (including their maximum amounts) that are directly or indirectly borne by Fund Investors.

Asset management companies, such as AIP SAS, that are licenced to provide investment services (in particular, investment advice and/or portfolio management on behalf of third parties) are required to comply with the provisions of the Directive 2014/65/EU (“MiFID II”) as supplemented by Regulation (EU) No. 600/2014 (the “MiFIR Regulation”) and amending Directive 2004/39/EC of 21 April 2004 on markets in financial instruments when providing these services. In addition, rules pertaining to distributors may, in particular, impact management companies where the funds they manage are distributed in the context of an investment service triggering the application of such rules, in particular by distribution of the funds by other investment services providers or financial advisers, when applicable. The rules of MiFID II apply when an investment service is furnished by an asset management company distributing or marketing its own products or third‑party products.

MIFID II notably requires distributors of financial instruments (through the provision of investment services) to, among other things, understand the features of the financial instruments offered or recommended and establish and review effective policies and arrangements to identify the category of clients to whom products and services are to be provided, ensure that those products are manufactured to meet the needs of an identified target market of end clients within the relevant category of clients, take reasonable steps to ensure that the financial instruments are distributed to the identified target market, periodically review the identification of the target market and the performance of the products they offer, and assess the appropriateness or suitability of the provision of investment services to each client, on the basis of their personal needs, characteristics and objectives.

AIP SAS is also subject to Regulation (EU) No. 648/2012 of 4 July 2021 on OTC-traded derivatives, central counterparties and trade repositories, as amended (the “EMIR Regulation”). Under the EMIR Regulation, AIFs managed by approved managers or registered in accordance with the AIFM Directive are financial counterparties. Such entities are required to comply with a number of obligations under the EMIR Regulation, which include, among other things, (i) implementing risk mitigation techniques and (ii) complying with transparency requirements.

As such, when AIP SAS and the AIFs it manages enter into derivative contracts, which Antin typically does for hedging purposes, they become subject to a number of regulatory obligations under the EMIR Regulation.

Certain Antin Funds are managed by AIP SAS with the assistance of AIP UK, a company incorporated under the laws of England and regulated by the FCA, which provides investment advice to AIP SAS for the purpose of implementing the investment strategy of the Antin Funds. In the aftermath of the departure of the United Kingdom from the European Union, which was completed on 31 December 2020, all Antin Funds set up from Flagship Fund IV onwards are, as of today, managed by AIP SAS. Certain Antin Funds prior to Fund IV are managed by AIP UK.

For the time being, the AIFM Directive, MIFID II, the MIFIR Regulation and the EMIR Regulation have been incorporated into UK domestic law with only minor consequential changes, reflecting the fact that the UK is no longer part of the European Union. The substantive provisions as they apply to AIP UK remain materially the same. To the extent necessary, AIP UK provides AIP SAS with investment advice in connection with the management of Flagship Fund IV on the basis of reverse solicitation (i.e., at AIP SAS’s request). Accordingly, in reliance on an exemption contained in MiFID II, the provision of such investment advice is outside the scope of MiFID regulation.

Antin operates in North America through AIP US, a Delaware limited liability company and indirect subsidiary of the Company, that provides advice to AIP UK. AIP US is registered with the SEC as an investment adviser under the US Investment Advisers Act of 1940, as amended (the “Advisers Act”), and the rules and regulations adopted by the SEC. As a registered investment adviser, AIP US is subject to the provisions of the Advisers Act relating to, among other things, fiduciary duties to clients, compliance program obligations, record-keeping and regulatory reporting requirements, disclosure obligations, advertising rules, mandated safeguards, restrictions on advisory contracts, privacy protection regulation, anti-corruption rules relating to Fund Investors associated with US state and local governments and general anti-fraud prohibitions, and is subject to administrative oversight by the SEC.

AIP SAS and AIP UK qualify for an exemption from the registration requirements of the Advisers Act and are not subject to most of the regulations and requirements applicable to registered investment advisers. However, AIP SAS and AIP UK are required to file reports with the SEC as exempt reporting advisers and are subject to certain provisions of the Advisers Act as well as certain other US regulations, including, among other things, fiduciary duties to clients, record-keeping and regulatory reporting requirements, disclosure obligations, limitations on agency cross and principal transactions between an adviser and its advisory clients, anti-corruption rules relating to Fund Investors associated with US state or local governments, and general anti-fraud prohibitions.

Antin currently complies with several French and European sustainability-related regulations, some of which it is obligated to adhere to, and some of which it has chosen to voluntarily comply with, as Antin is committed to transparency for stakeholders through public disclosure of its responsible investment and ESG approaches.

Antin is subject to Article 29 of the Energy-Climate Law No. 2019-1147 of 8 November 2019. Article 29 and its implementing decree (décret) No. 2021-663 dated 27 May 2021 which complement existing European legislation applicable to financial institutions by covering climate, biodiversity, and ESG integration in governance and risk management.

In accordance with this regulation and with the provisions of Article L. 533-22-1 of the Monetary and Financial Code, Antin publishes information on the implementation of its responsible investment strategy, including the integration of risks and opportunities related to ESG, sustainability, climate change, and biodiversity factors.

Antin is subject to the European Sustainable Finance Disclosure Regulation (“SFDR”) No. 2019-2088 of 27 November 2019, which imposes mandatory environmental, social and governance disclosure obligations for asset managers and other financial market participants operating in the European Union. The SFDR requires asset managers, such as AIP SAS, to provide prescriptive and standardised disclosures on how sustainability factors are integrated at both an entity and product level, on their websites, as well as in their prospectuses and periodic reports.

The main provisions (Level 1) of the SFDR relating to entity-level disclosures have been effective since 10 March 2021. The more detailed provisions (Level 2) relating to entity- and product‑level disclosures apply since 1 January 2022.

The SFDR additionally requires asset managers to classify their funds according to one of three categories based on a fund’s degree of sustainability. Antin’s Flagship Funds II, III, and IV and Mid Cap funds are currently considered to be Article 6 funds, while NextGen Fund I and Flagship Fund V are Article 8 funds. In compliance with the regulation, information on classification will be disclosed in pre-contractual documents and in fund annual reports, as well as on Antin’s website.

As an asset manager, Antin SAS is considered as a financial undertaking within the meaning of the Commission Delegated Regulation (EU) 2021/2178 of 6 July 2021 and, therefore, must publish the information referred to in Article 8 Regulation (EU) 2020/852 of the European Parliament and of the Council of 18 June 2020 (i.e., EU Taxonomy Regulation). Specifically, the EU Taxonomy Regulation establishes the criteria for determining whether an economic activity qualifies as environmentally sustainable for the purposes of establishing the degree to which an investment is environmentally sustainable.

Although Antin’s workforce of less than 500 employees precludes Antin from corporate carbon footprinting requirements under Article 75 of the French Grenelle II Law No. 2010-788 of 12 July 2010, Antin voluntarily adheres to the regulation, having assessed its carbon footprint annually since 2018 and developed associated mitigation plans.

Antin has additionally chosen to voluntarily comply with the decree (décret) No. 2017-1265 on the publication of a Non‑Financial Performance Statement (or “DPEF”), which transposes the European Non-Financial Reporting Directive (NFRD) 2014/95/EU into French law. The regulation requires European public-interest companies with more than 500 employees to report on specific non-financial information related to environmental, social, and governance (ESG) matters. In voluntary compliance with this law, Antin has chosen to publish an annual DPEF, which can be found in Section 4 “Sustainability” of this Universal Registration Document.

European asset management companies may market units or shares in AIFs to professional clients in the European Union or in a state party to the agreement on the European Economic Area (“EEA”) through the passporting system. European asset management companies may also manage AIFs established in another Member State of the European Union through the passporting system.

There are two ways of benefiting from the European management passport:

AIP SAS manages Luxembourg-based AIFs on a cross-border basis through the “freedom to provide services” in Luxembourg.

AIP SAS markets units or shares of the Antin Funds in the European Union through European marketing passports.

Asset managers and investment service providers are required to report to the anti-money laundering unit under the authority of the French Minister of the Economy, Tracfin (the acronym translates as Intelligence Processing and Action Against Circuits of Illegal Financing). Such reports must detail any suspicious transactions that involve an unusually large amount and that do not appear to have any economic justification or lawful purpose or are suspected to have resulted from an offence punishable by a term of imprisonment of at least one year, tax fraud, or which may be used to finance terrorism.

Regulated institutions such as Antin are subject to due diligence requirements, including the obligation to establish (i) procedures relating to the prevention of money laundering and the financing of terrorism and allowing for the identification of customers (including beneficial owners) for any transaction and (ii) systems to evaluate and manage risks relating to money laundering and financing of terrorism. They also need to ensure that customers are not listed on one or more financial sanctions lists, such as the lists maintained by the Directorate-General for Financial Stability, Financial Services and Capital Markets Union (acting on behalf of the European Commission), the UK Office of Financial Sanctions or the US Office of Foreign Assets Control.

MIFID II heightened the protection of Fund Investors with regards to the types of payments (“Retrocessions”) that a company may receive or make to third parties in connection with the provision of investment services. In general, companies are not permitted to provide investment advisory services independently or to conduct portfolio management activities or collect fees, commissions, monetary or non-monetary benefits from third parties. Certain minor benefits of a non‑monetary nature are nevertheless possible, provided that the client has been informed.

For entities providing investment services other than portfolio management or independent investment advice, Retrocessions may be levied, provided that such payments are intended to improve the quality of client service and do not impede the service provider from complying with its duty to act honestly, fairly and professionally in the best interest of its clients. The client must be informed of the existence, nature and amount of such Retrocessions in a complete, accurate and understandable way, prior to any provision of investment or ancillary services. Antin has not received or provided Retrocessions since it was founded in 2007.

The AIFM Directive governs the remuneration policies of AIF managers to ensure that such policies are consistent with the principles of sound risk management. The MiFID II Directive also governs the remuneration of identified persons for the same purpose.

A proportion of the remuneration of employees who are identified as staff (the “Identified Staff”) may be performance‑based. Within the meaning of both the AIFM Directive and the MiFID II Directive, Identified Staff includes the senior management team, risk takers (i.e., portfolio managers), controlling supervisors and managers of support functions, as well as any employee whose overall compensation is in the same salary bracket as senior management and risk takers and whose professional activities have a significant impact on the risk profile of the asset management company or the AIFs it manages.

Only Identified Staff who receive a high variable remuneration and who influence the risk profile of the asset management company or the AIFs it manages are subject to the requirements relating to the structure and conditions for acquisition and payment of variable remuneration under the AIFM Directive, including through deferral, payment in financial instruments and claw-back measures.

Regulated entities should furthermore include information relating to their remuneration policy, principles and practices in their annual or management report.

In accordance with the AIFMD Directive and AMF regulations, AIP SAS is subject to requirements on minimum capital, equal to the higher of (i) 25% of annual operating costs of the previous financial year, or (ii) €125,000 supplemented by 0.02% of its net asset value(4) (“NAV”) by which its NAV exceeds €250,000,000 (subject to a maximum of €10,000,000) plus 0.01% of NAV.

In the UK, AIP UK (as a collective portfolio management investment firm) is required by the FCA to maintain minimum capital equal to the higher of (i) 25% of annual operating costs of the previous financial year, or (ii) €125,000, plus 0.02% of the amount by which its NAV exceeds €250,000,000 (subject to a maximum of €10,000,000) plus the amount equivalent to the excess payable on any Professional Indemnity Insurance policy.

These prudential requirements must be met at all times by AIP SAS and AIP UK.

The Company is a French limited liability corporation (société anonyme) with a Board of Directors.

A description of the main provisions of the Company’s Articles of Association is set out in Section 7.1.1 of this Universal Registration Document.

The Board of Directors’ internal rules (the “Internal Rules”) set out the rights and responsibilities of the members of the Board of Directors (the “Directors”), the criteria for assessing their independence, and the membership and remit of the Board of Directors and its committees. They also set out the rules for managing conflicts of interests and market ethics (see page 47, paragraph “Management of conflicts of interests” of this Universal Registration Document for further details).

The Company’s Articles of Association and the Internal Rules are available on the Company’s website (www.antin‑ip.com/shareholders).

The decision to combine the offices of Chairman of the Board of Directors and Chief Executive Officer was taken by the Board of Directors on 18 June 2021 and renewed on 6 March 2024.

The Board of Directors considers that this governance structure allows for fast and efficient decision-making, consistent with the Group’s business and operating procedures and its controlling shareholders. On this basis and in view of its operational requirements and ownership structure, the Board of Directors considers that combining the offices of Chairman of the Board and Chief Executive Officer is currently the most appropriate governance structure for the Company.

In addition, the Board of Directors notes that the Company's governance is exercised in compliance with the prerogatives of the Company’s various governing bodies. A number of safeguards have been put in place to ensure the proper functioning of the Board of Directors and its committees, maintain a balanced exercise of powers within the Company and, in general, prevent or resolve conflicts of interest.

These safeguards include the following:

The Chairman of the Board and Chief Executive Officer has the broadest powers to act in the Company’s name in all circumstances. He exercises his powers in accordance with the Company’s corporate purpose and subject to the powers expressly granted to the shareholders or to the Board of Directors by the law.

Neither the Company’s Articles of Association nor the Internal Rules provide for any limitation on his powers. Nonetheless, under the Internal Rules, the Board of Directors shall be informed of (i) any significant M&A transactions or other transactions falling outside the Company’s approved strategy, (ii) any significant internal reorganisations and (iii) any significant commitments involving the Company.

Antin promotes diversity, equity and inclusion across the Group in a broad manner. This includes gender diversity at all levels. In accordance with Article 8 of the AFEP-MEDEF Code and on the proposal of the executive management, at its meeting on 13 September 2022, the Board of Directors set gender balance objectives to (i) increase the proportion of women on the investment team to 40% or more by 2030 and (ii) maintain or improve the proportion of women in Antin’s total workforce (c. 45%). In addition, the Board of Directors is monitoring the number of women within Antin’s governing bodies and has set a target of recruiting and/or promoting five women as Partners in the next five years.

In order to achieve these objectives, the Board of Directors has approved a roadmap proposed by the executive management. The main measures of the roadmap are presented in Section 4.4.3 “Promote employee wellbeing and satisfaction, career development, and diversity, equity, and inclusion across operations” of this Universal Registration Document.

On 4 March 2025, the Board of Directors reviewed Antin’s diversity policy and noted the following outcomes:

The Board also highlighted that the proportion of women on the Executive Committee went from 33.33% in 2022 to 40% since 2023, and that two of the four people promoted to Managing Partner in 2023 were women.

Acting on the recommendation of the Nomination and Compensation Committee, on 7 November 2023, the Board of Directors approved a succession plan for the Chairman of the Board and Chief Executive Officer and the principles governing the succession of the Vice-Chairman of the Board of Directors. The Board of Directors conducted the annual review of this plan on 29 October 2024.

The succession plan for the Chairman of the Board and Chief Executive Officer takes into account Antin’s specific governance and shareholding structure, its entrepreneurial culture and the highly intuitu personae nature of its business. The succession plan covers both planned and unplanned departures, and outlines the processes that would apply in such cases. It includes a methodology for identifying candidates, in particular by defining selection criteria including a strong commitment to Antin’s interests, an alignment with its culture, technical and interpersonal skills, performance, and commitment to diversity. The plan also includes a list of internal candidates, and is reviewed by the Board of Directors on a regular basis. For this step, the Board of Directors bases its review on its own assessment of the various contacts it has with internal candidates and on the observations of the Chairman of the Board and Chief Executive Officer.

There is also a succession procedure applicable to Antin's Managing Partners, as described in Section 2.2.1.5 of the Company's 2022 Universal Registration Document. In practice, in the event of the departure of a Managing Partner, the Executive Committee immediately holds a meeting to discuss the new organisation and possible appointment of a new Managing Partner (or Managing Partners) from a list of candidates. In the event of a voluntary departure, the Managing Partners have undertaken to comply with a number of principles to ensure business continuity and a smooth transition (departures are organised on a gradual and staggered basis, etc.).

In addition, specific processes are in place in the event of the departure of multiple identified key persons during the investment periods of the Antin Funds. In any case, such departures may trigger the suspension of the investment period of the Antin Funds concerned and immediate action by Antin teams in order to replace the departing key persons, using a predetermined list of candidates and in accordance with the Antin Funds’ documentation. Once the key persons have been replaced, the investment period will recommence.

Skills legend

Based on the AFEP-MEDEF Code's definition of independence, the Internal Rules set out the criteria to be applied within the Company to assess the independence of Directors. Directors are independent when they have no relationship of any kind whatsoever with the Company, its Group or its management that may interfere with their freedom of judgement.

More specifically, to qualify as independent, a Director must not:

In addition, Directors representing major shareholders of the Company or its parent company may be considered independent, provided these shareholders do not take part in the control of the Company. Nevertheless, beyond a 10% threshold in capital or voting rights, the Board, upon a report from the Nomination and Compensation Committee, should systematically review the classification of a Director as independent in light of the structure of the Company’s capital and the existence of a potential conflict of interests.

Upon the appointment of a Director, the Board of Director assesses his or her independence with regard to the criteria set out above and determines whether he or she has significant business relationships with the Company or its Group.

In addition, an independence review is carried out annually by the Nomination and Compensation Committee based on individual questionnaires completed by each Director. The recommendations of the Nomination and Compensation Committee are then communicated to the Board of Directors.

With regard to the specific business relationship criterion, an ad hoc review is carried out by the Nomination and Compensation Committee and the Board of Directors, which first verify whether any business relationships exists. If that proves to be the case, an in-depth review is carried out in order to assess the materiality of the relationship, by applying qualitative criteria (historical context and organisation of the relationship, respective powers of the parties) and quantitative criteria (materiality of the relationship for the parties).

The 2024 independence review, carried out on 28 and 29 October 2024, shows that none of the Directors has any business relationships with the Company or its Group. In addition, there are no agreements or undertakings of any kind with shareholders, investors, suppliers or other parties pursuant to which any Director has been awarded the office they hold within the Company.

An employment contract was entered into between Mélanie Biessy and AIP SAS on 23 January 2013, replacing the contract originally signed on 1 June 2007 with respect to her position as Partner and Chief Operating Officer within AIP SAS. For information on the compensation provided for in her employment contract, see Section 2.3.1.2 of this Universal Registration Document. The contract does not provide for any compensation, indemnities or benefits as a result of the termination of or a change in her duties, or subsequent thereto.

On 21 December 2013, an employment contract was entered into between Mark Crosbie and AIP UK with respect to his position as Managing Partner, as well as specific regulated, controlled functions within AIP UK commencing on 1 January 2014. This contract was amended on 7 November 2023 to reflect the changes in Mark Crosbie’s duties within the company. The compensation provided for in his employment contract is disclosed in Section 2.3.1.2 of this Universal Registration Document. The contract does not provide for any compensation, indemnities or benefits as a result of the termination of or a change in his duties, or subsequent thereto.

The Board of Directors, upon the recommendation of the Nomination and Compensation Committee, has identified the skills and expertise that are essential to the office of Director of the Company and has adopted a selection process for new Independent Directors, in accordance with the AFEP-MEDEF Code. The process seeks to ensure balance in the membership of the Board of Directors in relation to a skills matrix that is defined based on the existing membership of the Board.

Both the skills matrix and the selection process for new Independent Directors were approved by the Board of Directors at its meeting held on 23 March 2022 and are reviewed on a regular basis.

The Board of Directors meets as often as the interests of the Company require, and at least once a quarter, at the invitation of its Chairman (or of one-third of its members if the Board has not met for two months). The Chairman of the Board is responsible for convening the Board of Directors and chairing its discussions. Meetings are held and decisions made according to the quorum and majority conditions required by law. Convening notices are sent by post or e-mail and, whenever possible, five days in advance. In case of an emergency, the Board of Directors may be convened without advance notice. Directors attend Board meetings in person but, where this is not possible, they may also participate by any means of telecommunications that enables them to be identified and guarantees their effective participation, in accordance with the applicable regulations. The Statutory Auditors are invited to meetings of the Board of Directors at which the annual, half-year or, when applicable, quarterly financial statements are examined, attending those parts of the meeting during which those financial statements are discussed.

A record is kept of attendance at Board of Directors meetings. The Board Secretary prepares minutes of each meeting. The minutes are distributed prior to the following meeting, during which minutes are submitted for approval. The minutes are then transcribed in the electronic register.

The Chairman and the Vice-Chairman of the Board also participate directly in dialogue with shareholders and potential investors.

Moreover, in order to take into account the results of the 2022 Board of Directors’ self-assessment, the Board of Directors decided to increase the frequency of Independent Directors’ meetings. As a result, the Independent Directors systematically hold meetings prior to Board meetings.

As per Articles 13 and 14 of the AFEP-MEDEF Code and in accordance with the Internal Rules, the Company ensures that its Directors are sufficiently informed and trained to perform their duties:

At each Board meeting, the Company invites internal or external experts to speak with the Directors in order to present an in‑depth view of certain specific subjects. In 2024, the Directors attended various presentations prepared by Antin’s teams on specific topics (fundraising trends, activity updates, strategy updates, cybersecurity, etc.).

In accordance with the Internal Rules, each Director of the Company ensures, before accepting their duties, that they are aware of the obligations incumbent upon them, resulting in particular from legal or regulatory texts, the Articles of Association, the Internal Rules and any other text with binding force.

Absence of convictions: To the Company’s knowledge, over the course of the past five years:

Absence of family ties: To the Company’s knowledge, there are no family ties among any of the Directors.

Management of conflicts of interests: The Board of Directors has implemented a policy for managing conflicts of interests (see Article 2 of the Internal Rules) which ensures that any Director shall inform the Chairman of his or her knowledge of any conflict of interest (even potential), whether or not it concerns him or her directly, specifying whether the interest is direct or indirect and the nature of the interest. The Director concerned is then required to abstain from participating in the part of the Board or committee meetings in which the situation giving rise to the conflict of interest is discussed and does not receive the preparatory support documentation and the relevant section of the minutes.

In addition to the above and in accordance with the Internal Rules, the Directors are also required to:

No conflicts of interest or potential conflicts of interest between any of the Directors’ duties in respect of the Company and their private interests or other duties were brought to the attention of the Chairman or the Board of Directors or the Company in 2024.

Prevention of market abuse: Prevention of market abuse rules(5) are included in the Internal Rules. In compliance with Article L. 225-109 of the Commercial Code, Directors are required to register their shares in the Company in their name (registered shares).

Directors are not permitted to carry out, directly or indirectly, transactions on the Company’s shares or on debt securities, derivative instruments or other financial instruments linked to these shares during “black-out” periods (covering, inter alia, (i) the 30 calendar days preceding the date of the press release disclosing the annual and half-year results and the day of its publication and (ii) the 15 calendar days preceding the date of a quarterly press release on the value of assets under management and the day of its publication).

Obligation to hold Company shares: Pursuant to Article 2.5 of the Internal Rules, each Director must hold at least one Company share throughout his or her term of office and, in any case, no later than six months following his or her appointment. See Section 7.3.5 of this Universal Registration Document for further information on lock-up undertakings regarding the Company’s shares held by Alain Rauscher, Mark Crosbie and Mélanie Biessy.

On 4 November 2021, the Board of Directors adopted a charter on “regulated” agreements (i.e., subject to approval) (the “Charter”) and a procedure for reviewing “routine” agreements (i.e., entered into in the ordinary course of business on arm’s length terms and therefore not subject to approval) (the “Procedure”), in accordance with Article L. 22-10-12 of the Commercial Code.

Under the Charter, regulated agreements as defined in Article L. 225-38 of the Commercial Code are subject to a specific control procedure that provides in particular that:

Regulated agreements are submitted for approval at the next Annual Shareholders’ Meeting following their execution.

The Company has not entered into any regulated agreements since its inception (see the Statutory Auditors’ report in Section 7.2.2 of this Universal Registration Document).

Regarding agreements entered into in the ordinary course of business on arm’s length terms (“Routine Agreements”), the Procedure provides in particular that, each year, the Finance and Legal teams undertake a review of all Routine Agreements that remained in force during the year.

If applicable, upon the recommendation of the Audit Committee, any agreement that no longer qualifies as a Routine Agreement is submitted for review by the Board of Directors.

No agreements were entered into in 2024 between a senior executive or a significant shareholder of the Company and a company controlled by the Company.

The AFEP-MEDEF Code recommends that the Board of Directors discuss its operating methods once a year and carry out a formal assessment of its ability to meet shareholders’ expectations at least once every three years, with the help of an external consultant where appropriate.

During the third and fourth quarters of 2023, the Board of Directors carried out its second formal self-assessment. As was the case in 2022, the self-assessment process was led by the Chairwoman of the Nomination and Compensation Committee. As a first step, the Nomination and Compensation Committee prepared a detailed questionnaire reviewed by the Board of Directors. After being approved by the Board of Directors, the questionnaire was sent to all Directors by the Chairwoman of the Nomination and Compensation Committee, using procedures that ensure that responses remain anonymous. At the same time, the Chairwoman of the Nomination and Compensation Committee proposed an individual performance review to each Director. The second step consisted of an analysis of the self-assessment results, initially conducted by the Nomination and Compensation Committee, which subsequently proposed areas for improvement to the Board of Directors with a view to continuous and sustained improvement. The results of the self‑assessment and the areas for improvement were formally presented to the Board of Directors at its meeting on 7 November 2023. This was followed by a meeting among Independent Directors only. The various topics covered, the results of this second Board self-assessment and of the assessment of the contribution of the Directors (including the Chairman) as well as the areas for improvement approved by the Directors are presented on pages 56 and 57 of the 2023 Universal Registration Document.

For 2024, the formal self-assessment process began in the second half of the year, under the guidance of the Chairwoman of the Nomination and Compensation Committee. To ensure comparability with previous assessments, the same detailed questionnaires were sent to each Director, using procedures that ensure that responses remain anonymous. On receipt of the completed questionnaires, the Chairwoman of the Nomination and Compensation Committee met with each Director individually in the presence of the Board Secretary to assess their individual contribution to the work of the Board, as well as the contribution of the Chairman, and obtain their observations. A report was then presented to the Nomination and Compensation Committee, which drew up a summary of the Directors' comments and proposed areas for improvement in 2025. The whole report was presented to the Board of Directors on 29 October 2024, which noted the general satisfaction of the Directors both in respect of the collective dynamic observed in 2024 and the quality of the individual contributions of each of its members. The meeting of the Board of Directors was preceded by a meeting of Independent Directors to discuss the areas for improvement for 2025.

Pursuant to Article 8 of its Internal Rules, the Board of Directors has created committees charged with examining questions submitted to them by the Board of Directors or its Chairman: the Audit Committee, the Nomination and Compensation Committee and the Sustainability Committee. Their internal rules were adopted by the Board of Directors at its meeting held on 23 September 2021 and subsequently amended. They are available on the Company’s website at www.antin‑ip.com/shareholders.

The main provisions relating to the membership, duties, powers and operating rules of the committees, as set out in the internal rules, are summarised below and comply with the recommendations of the AFEP-MEDEF Code.

As required, the committees may call upon experts in the areas within their respective remits.

During the course of its work, the Audit Committee interviewed various internal experts (including the Group Chief Financial Officer, the Chief Compliance Officer, the Head of IT and the Sustainability Director) and external experts (in particular the external experts selected to carry out a multi-year audit plan).

It also met with the Statutory Auditors and the external experts selected to carry out a multi-year audit plan (without the presence of Antin employees).

As part of its sustainability remit, and with a view to making a recommendation to the Board of Directors, the Audit Committee also launched a tender process in 2024 to select a Statutory Auditor responsible for certifying sustainability information. Following this selection process, at its meeting on 4 March 2025, the Audit Committee recommended that the Board of Directors consider appointing Deloitte & Associés. In accordance with the provisions of Article L. 821-40 of the Commercial Code, this appointment will be submitted for approval to the Shareholders’ Meeting to be held on
11 June 2025 (for further details, see the 5th resolution in Section 8.2 of this Universal Registration Document). Pursuant to Article 38 of Order No. 2023-1142 of 6 December 2023, and notwithstanding the provisions of Article L. 821-44 of the Commercial Code, the term of office of Deloitte & Associés would be equal to that remaining for its audit engagement.

•the existence of an Executive Committee comprising five Managing Partners

•the presence of 50% of independent members on the Board, in excess of the minimum 33.33% proportion recommended by the AFEP-MEDEF Code for controlled companies

•the collegial manner in which the Independent Directors work, meeting together before each Board meeting in executive sessions without the presence of the Antin non-independent Directors, and chairing all the specialised committees.