GLAS SAS, Frankfurt Branch

GLAS SAS, Frankfurt Branch

Frankfurt am Main

Befreiender Jahresabschluss zum Geschäftsjahr vom 01.01.2023 bis zum 31.12.2023

GLAS SAS

Paris/Frankreich

STATUTORY AUDITORS’ REPORT ON THE FINANCIAL STATEMENTS For the year ended December 31, 2023

To decisions made by the shareholders of GLAS SAS

Opinion

In compliance with the engagement entrusted to us by your sole shareholder, we have audited the accompanying financial statements of GLAS SAS for the period ending December 31, 2023, as attached to this report.

In our opinion, the financial statements give a true and fair view of the assets and liabilities as well as of the financial position of the company on the 31st of December 2023 and of the results of its operations for the year that ended following the accounting rules and principles applicable in France.

Basis of the opinion

Audit Framework

We conducted our audit by professional standards applicable in France. We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Our responsibilities under these standards are set out in the section of this report entitled “Statutory Auditors’ Responsibilities Relating to the Audit of the Financial Statements.”

Independence

We conducted our audit under the rules of independence set out in the French Commercial Code and the Code of Ethics for Statutory Auditors covering the period from the 1st of January 2023 to the date of issue of our report.

Justification of Assessments

Following the requirements of Articles L. 821-53 and R. 821-180 of the French Commercial Code (Code de Commerce) relating to the justification of our assessments, we report to you that the most significant assessments we have made, in our professional opinion, relate to the appropriateness of the accounting policies used, the reasonableness of the significant estimates made, as well as of the overall presentation of the financial statements.

These assessments were made in the context of our audit of the financial statements taken as a whole and of the formation of our opinion expressed above. We do not express an opinion on any individual component of these financial statements.

Specific Checks

As per professional standards applicable in France, we have also performed the specific procedures required by law.

We have no matters to report as of the fair presentation and the conformity with the financial statements of the information given in the Chairman’s report and in the other documents relating to the financial position and the financial statements which are addressed to the sole shareholder.

We hereby certify that the information relating to the payment period mentioned in Article D.441-6 of the French Commercial Code is true and fair and agrees with the financial statements.

Responsibilities of management and those charged with governance for the financial statements

It is the responsibility of management to prepare financial statements that give a true and fair view, per French accounting principles, and to implement internal control procedures as it determines whether financial statements are free from material misstatement, due to fraud or error.

In preparing the financial statements, it is the responsibility of management to assess the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting, unless it is expected to liquidate the company or to cease operations.

The President approved the financial statements.

Statutory Auditors’ Responsibilities Relating to the Audit of the Financial Statements

Our responsibility is to issue a report on the financial statements. Our objective is to obtain reasonable assurance about whether the financial statements taken are free from material misstatement. Reasonable assurance refers to an important level of assurance but does not guarantee that an audit conducted by professional standards will identify all material misstatements. Misstatements may be the result of fraud or error and are considered material when it is reasonable to expect that they could, individually, or in the aggregate, influence the economic decisions that users of the financial statements make based on the financial statements.

As specified by Article L.821-55 of the French Commercial Code, our role in auditing the financial statements is not to guarantee the viability or quality of the management of your company.

In an audit conducted complying with professional standards applicable in France, the statutory auditor exercises his professional judgment throughout the audit. In addition:

SIRET : 83822529000033

FINANCIAL STATEMENTS

From January 1^s t 2023 to December 31^st 2023

Table of Contents

BALANCE SHEET

PROFIT AND LOSS

NOTES TO THE FINANCIAL STATEMENTS AT 31 DECEMBER 2022

BALANCE SHEET ENDED ON DECEMBER 31ST, 2023

PROFIT AND LOSS ENDED ON DECEMBER 31ST, 2023

NOTES TO THE FINANCIAL STATEMENTS AT 31 DECEMBER 2023

GLAS SAS, a simplified joint stock company, is registered in the Paris Trade and Companies Register under the number NO. 838 225 290. Its business is the provision of payment services and the representation of all groups of holders of debt securities or securities giving immediate or future access to capital, as well as the representation of all types of lenders as agents and/or collateral agents in connection with credit agreements. In this capacity, it is authorised by the Autorité de Contrôle Prudentiel et de Résolution.

1. KEY FACTS

1.1. PARENT COMPANY FREE SHARES PLAN

UNICORN TOPCO LIMITED, a UK company with registered offices at 55 Ludgate Hill, Level 1 West, London, England, EC4M 7JW, the ultimate parent company of GLAS France SAS, has set up a free share plan for Group employees in January 2023.

Several employees of GLAS France SAS benefited from this scheme, enabling them to subscribe, subject to certain attendance conditions, to class C shares in UNICORN TOPCO at a nominal value of GBP 0.01 in January 2024.

At the close of the 2023 financial year, a provision for charges amounting to EUR 473,948 was set aside to cover the payment of social security contributions relating to the definitive grant of these free shares in accordance with French regulations.

The allocation of shares became definitive in January 2024.

1.2. SETTING UP BRANCHES

During the year ended 31 December 2021, the company set up two branches: Frankfurt (Germany) and London (United Kingdom). These two branches continued to operate during the year.

These two branches constitute permanent establishments within the meaning of international tax treaties.

1.3. UKRANIAN CRISIS

At the balance sheet date, management was not aware of any impact of the Ukrainian crisis on the company's business, as the company has no Russian or Ukrainian customers.

However, the company is not aware of its customers' exposure to this crisis.

2. CHANGE OF REGISTERED OFFICE

On 13 December 2023, the company's Supervisory Board decided to transfer the registered office to 41, avenue George V in Paris (8th arrondissement) with effect from 1 January 2024.

3. ACCOUNTING POLICIES AND VALUATION METHODS

3.1. ACCOUNTING POLICIES

The annual financial statements have been prepared in accordance with regulation 2014-07 relating to the financial statements of companies in the banking sector issued by the French Accounting Standards Authority (Autorité des normes comptables).

The accounts are presented on a going concern basis taking into account the financial support of the Group.

Amounts are expressed in euros (€) unless otherwise stated.

Only material information is provided in these notes.

3.2. LOANS AND ADVANCES TO CREDIT INSTITUTIONS

Loans and advances to credit institutions include all loans and advances relating to banking transactions with credit institutions, with the exception of those evidenced by certificates. They are broken down into demand receivables and payables and term receivables and payables.

GLAS SAS has only sight accounts.

3.3. TRANSACTIONS WITH CUSTOMERS

Customer receivables are recorded in the balance sheet at their nominal amount. As the company does not grant loans, they consist of fees and commissions invoiced but not yet paid at the year end.

3.4. ACCOUNTING FOR MANDATE TRANSACTIONS

GLAS SAS acts as security and payment agent on behalf of lenders. In this capacity, it collects sums from borrowers to be repaid to lenders.

As part of its core business, the company may also receive mandates to invest funds on behalf of its clients with financial institutions in all types of financial instruments.

These sums are recorded at their nominal amount under the following headings:

3.5. FIXED ASSETS

Tangible fixed assets, comprising IT equipment, are stated at cost less depreciation calculated over the useful life of the assets concerned. The useful lives are 3 or 4 years.

3.6. PRODUCT RECOGNITION

The company receives commissions and fees for its activities as a security and payment agent.

Depending on the nature of the mandates received and the services provided, the company receives one-off and/or annual remuneration.

Remuneration received is recognised as income:

Annual services not recognised as income are recorded under "Accruals and deferred income".

3.7. PROVISIONS FOR CHARGES

Provisions for charges are set aside to cover probable cash outflows arising from events or situations existing at the year-end.

4. INFORMATION ON BALANCE SHEET ASSETS

4.1. CASH, BANK ACCOUNTS AND FINANCIAL INSTRUMENTS

4.2. LOANS AND ADVANCES TO CREDIT INSTITUTIONS

4.3. RECEIVABLES FROM CUSTOMERS

Customer loans and advances break down as follows:

• By residual term :

4.4. OTHERS ASSETS

4.5. DEFERRED CHARGES AND ACCRUED INCOMES

4.6. FIXED ASSETS

Details of property, plant and equipment are as follows:

The breakdown by geographical area is not material.

Movements in gross fixed assets during the year are shown below:

Movements in depreciation and amortization during the year were as follows:

5. INFORMATIONS ON BALANCE SHEET LIABILITIES

5.1. AMOUNTS OWED TO CREDIT INSTITUTIONS

NONE

5.2. SUMS HELD ON BEHALF OF THIRD PARTIES

5.3. OTHER SHORT TERMS LIABILITIES

Other liabilities mainly comprise tax and social security liabilities at the year-end.

5.4. ACCRUALS AND DEFFERALS

5.5. PROVISIONS

The provision for charges is set aside to cover social security contributions to be paid in respect of the free share plan granted to employees of GLAS France SAS by UNICORN TOPCO.

It is calculated on the basis of the probable cash outflow and pro rata temporis.

5.6. EQUITY

Movements in shareholders' equity during the year were as follows:

Initially set at 1 (one) euro, the Company's share capital was increased to 1,524,769 euros following the decisions of the sole shareholder on 17 December 2018, 3 September 2019, 27 November 2019 and 24 December. It was increased to €2,200,000 in 2020, with the share capital comprising 22,000,000 shares of €0.10 each at 31 December 2020.

Various capital increases took place during 2022, raising the share capital to 5,000,000 made up of 50,000,000 shares of €0.10 each.

On 2 June 2022, the sole shareholder decided to reduce the share capital by €2,767,336 by cancelling 27,673,360 shares. At 31 December 2023, the Company's share capital stood at €2,232,664, comprising 22,326,640 shares with a par value of €0.10 each.

6. PROFIT AND LOSS INFORMATIONS

6.1. INTERESTS (INCOMES)

6.2. COMMISSIONS

Commissions correspond to services provided to customers or used by the company.

6.3. OTHER BANKING OPERATION (INCOMES)

6.4. COMMISSIONS (CHARGES)

Commissions (expenses) correspond to services acquired from third parties and billed to customers.

6.5. OTHER BANKING OPERATION (CHARGES)

6.6. BREAKDOWN OF NET BANKING INCOME BY COUNTRY

6.7. GENERAL OPERATING EXPENSES

General operating expenses break down as follows:

6.8. EXTRAORDINARY RESULT

NONE

6.9. BREAKDOWN OF INCOME TAX

6.10. FUTURE TAX INCREASES (base)

The company has losses available to carry forward at the standard rate of corporation tax:

7. OFF-BALANCE SHEET INFORMATION

7.1. COMMITMENTS GIVEN

NONE

7.2. COMMITMENTS RECEIVED:

NONE

8. OTHER INFORMATIONS

8.1. WORKFORCE

The number of employees for the year was 25 (full time workforce).

8.2. OPERATIONS WITH RELATING PARTIES

8.3. RETIREMENT BENEFIT OBLIGATION

Due to the low seniority of employees (less than 3 years), the information is not considered significant.

8.4. MANAGEMENT REMUNERATIONS

No remuneration is paid to management bodies.

8.5. LOANS GRANTED TO DIRECTORS AND OFFICERS

No loans were granted to the Company's Directors or Senior Executives during the year.

8.6. STATUTORY AUDITOR FEES

The statutory auditor's fees for the year amounted to €24,200.

8.7. CONSOLIDATING COMPANY

Consolidating company is UNICORN TOPCO LIMITED, a company incorporated in England with its registered office at 55 Ludgate Hill, Level 1 West, London, England, EC4M 7JW registered under number 13628852.