Results for the period ended 31 December 2021

RNS Number : 0585F

Digital 9 Infrastructure PLC

17 March 2022

THIS ANNOUNCEMENT HAS BEEN DETERMINED TO CONTAIN INSIDE INFORMATION FOR THE PURPOSES OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014.

17 March 2022

DIGITAL 9 INFRASTRUCTURE PLC

("D9" or the "Company" or, together with its subsidiaries, the "Group")

ANNUAL RESULTS FOR THE PERIOD ENDED 31 DECEMBER 2021

The Board of Digital 9 Infrastructure plc (ticker: DGI9) is pleased to announce the Company's audited results for the period ended31 December 2021. Theseare the Company's inaugral annual resultsfor the period from incorporation on 8 January 2021.

	31 December 2021

Earnings per share	9.77p
Net Asset Value ("NAV")	£ 755.86 m
NAV per share	104.62p
IFRS Investment V alu ation	£746m
Ongoing charges ratio (annualised)	1.04%
Dividend s paid or declared per s hare	4.50p

H ighlights

· The Company was admitted to trading on the Specialist Fund Segment of the Main Market of the London Stock Exchange on 31 March 2021, having raised gross proceeds of £300 million (£294 million of net proceeds) at an issue price of 100 pence per share (" IPO ").

· The Company raised further gross proceeds of, in aggregate, £450 million (c.£441 million of net proceeds) via two secondary fundraises in June and September 2021(priced at 105 pence and 107.5 pence per share, respectively) bringing total equity raised during the period to £750 million.

· N et A sset V alue as at 31 December 2021 was £755.86 million (30 June 2021: £482.3 million), equal to a NAV per share of 104.62 pence (30 June 2021: 103.34 pence per share), reflecting an increase of 6.8% since IPO.

· Capital deployed (including committed funds) during the period amounted to £462 million and comprised:

o Aqua Comms - a leading owner and operator of 20,000km of modern subsea fibre systems , headquartered in Ireland;

o EMIC-1 - a partnership with Meta on a new 10,000km subsea fibre system connecting Europe and India;

o Verne Global - the leading Icelandic data centre platform , with 24MW capacity and 100% powered from renewable sources; and

o SeaEdge UK 1 - a data centre and subsea cable landing station in the UK.

· The portfolio was valued on an IFRS basis at £ 746 million as at 31 December 2021 (30 June 2021: £193.2 million) .

· Ongoing Charges Ratio of 1.04% (annualised) as at 31 December 2021 .

· Total dividends paid or declared in respect of the period to 31 December 2021amounted to 4.50p per share, equivalent to an annualised amount of 6.0p per share, in line with the Company's target set at IPO.

· Market capitalisation of £822 million as at 31 December 2021.

Post Balance Sheet Activity

· The Company today declared a dividend of 1.5pence per share in respect of the period from 1 October to 31 December 2021. This dividend will be paid on or around 31 March 2022 to shareholders on the register at 18 March 2022 .

· In January 2022, the Company announced a follow up investment on $93 million into Verne Global to expand its capacity to 40MW .

· In January 2022, the Company raised further gross equity proceeds of £95.2 million (c. £93.3 million of net proceeds) at an issue price of 108 pence per share.

· In March 2022, the Group completed on a syndicated revolving credit facility (" RCF ") of £300 millon from a consortium of banks, led by Royal Bank of Scotland International and including DNB (UK) Limited , Royal Bank of Canada and Santander. The RCF will be used by the Group to finance acquisitions on a short-term basis.

Jack Waters , the Company's Chair, commented:

" In the 12 months since the Company's IPO in March 2021, we have been busy implementing our strategy of investing into a range of Digital Infrastructure investments which provide key infrastructure for global data transfer and data storage and support global digital communication. We would like to thank shareholders for their support, without which, the successes we have achieved during this period would not have been possible.

Digital inclusion and environmental impact will be at the heart of the Group's investment decisions. The internet is fundamental to all our futures. D9 is committed to help shape that future, and is leading the way in promoting carrier neutral connectivity globally, and in democratising access to critical digital infrastructure. "

FOR FURTHER INFORMATION ON THE COMPANY, PLEASE CONTACT:

Triple Point Investment Management LLP

(Investment Manager)

Thor Johnsen

Isobel Gunn-Brown

Andre Karihaloo

+44 (0)20 7201 8989

J.P. Morgan Cazenove (Corporate Broker)

William Simmonds

Jérémie Birnbaum

+44 (0)20 7742 4000

Akur Capital (Financial Adviser)

Tom Frost

Anthony Richardson

Siobhan Sergeant

+44 (0)20 7493 3631

LEI: 213800OQLX64UNS38U92

NOTES:

Digital 9 Infrastructure plc is an investment trust which invests in a range of digital infrastructure assets which help to deliver, inter alia, a reliable, functioning internet.

The Com p any's portfolio will comprise scalable platforms and technologies including (but not limited to) subsea fibre, data centres, terrestrial fibre, tower infrastructure and small cell networks (including 5G).

With its IPO in March 2021, to date, D9 has raised total equity of £845.2 million, investing (or committing to invest) the net proceeds into data centres and fibre networks.

The Investment Manager is Triple Point Investment Management L L P (" Triple P o int ") which is authorised and regulated by the Financial Conduct Authority, with extensive experience in asset and project finance, portfolio management and structured investments. The Investment Man a ger's digital infrastructure team has a proven track record of over US$3 billion of infrastructure investments and, in addition, benefits from a panel of digital infrastructure industry experts with deep knowledge, relationships and involvement in a combined US$250 billion of digital infrastructure transactions.

The Company is focused on the provision of Digital Infrastructure integrated with green and cleaner power in line with UN Sustainable Development Goal 9: "Build resilient infrastructure, promote inclusive and sustainable industrialization and foster innova t ion".

The Com p any's Ordinary Shares were admitted to trading on the Main Market of the London Stock Exchange on 31 March 2021.

For more information, please vi sit w ww.d9infrastructure.com.

CHAIR'S STATEMENT

Introduction

I am pleased to present the Company's first annual report, for the period from its incorporation on 8 January 2021 to 31 December 2021. Since our admission to the Specialist Fund Segment of the Main Market of the London Stock Exchange on 31 March 2021, the Group has made strong progress including two subsequent fundraises in June 2021 and September 2021, followed by a further fundraise in January 2022, raising total gross proceeds of £845.2 million. In addition to this, we have put in place a £300 million revolving credit facility, which puts us in a strong position to act decisively when securing transactions. We have been busy implementing our strategy of investing into a range of Digital Infrastructure investments which provide key infrastructure for global data transfer and data storage and support global digital communication. We would like to thank shareholders for their support, without which the successes we have achieved during this period would not have been possible.

Investment Activity

These fund raises have enabled D9 to make the following investments since IPO.

• Aqua Comms, a leading owner and operator of 20,000km of modern subsea fibre systems, with a customer base comprising hyperscalers and global carriers (April 2021, £170 million);

• EMIC-1, a partnership with Meta on a new 10,000km 2Africa Pearls fibre system linking Europe to India (July 2021, £22 million initially, potentially rising to £50 million);

• Verne Global, the leading Icelandic data centre platform, delivering 24MW of high intensity computing solutions to its enterprise customers in a geographically optimal environment, powered by 100% renewable power for its regular operational load, making it one of the most efficient data centres in Europe (September 2021, £231 million);

• SeaEdge UK1, a data centre and the UK's only landing station for the North Sea Connect subsea cable, which improves connectivity in northern England and forms part of the North Atlantic Loop subsea network, which includes D9's Aqua Comms' AEC-1 and AEC-2 cables (December 2021, £15 million).

Aside from acquisitions, D9 has also committed to deploy further cash into two of its growth platforms, Aqua Comms and Verne Global. In January 2022, D9 announced a follow-on investment of $93 million (£71 million) in Verne Global over the next 12 months to fund the expansion of capacity by a further 20.7MW in response to accelerated customer demand from new and existing customers. This will take total capacity at Verne Global to approximately 40MW out of a possible 100MW on the existing campus. We are also expecting Aqua Comms to launch the AEC-3 subsea fibre cable, providing connectivity from the US to the UK, adding further resilience to its existing transatlantic AEC-1 and AEC-2 fibre network links.

Investment Performance

Aqua Comms

Aqua Comms finished 2021 with revenues of $32.7 million , a 10% uplift on 2020. We are forecasting a steady 10% growth over the coming years. During 2021, Aqua Comms also paid its first dividends of $4 million , following a capital reduction and restructure of shares after acquisition by D9.

Operational highlights during the year included:

• In March, Aqua Comms upgraded its two trans a tlantic subsea cables (AEC-1 and AEC-2) with Ciena's GeoMesh Extreme solution. This allows us to deliver 400GB wavelength services across both systems. It reduces the number of circuit ports and cross connects needed to support our customers network platforms driving efficiencies for our customers. Further to this collaboration in May Aqua Comms and Telia Carrier (now Arelion) completed a trial 400GbE commercial service between New York and Frankfurt. This was the first time ever this has been done commercially in the world.

• In July, D9 invested in the 2Africa Pearls/EMIC-1 system. Aqua Comms has been appointed to manage and develop this investment for D9 as part of its network.

• In December, we completed the final splice on the Havhingsten system. This system comprises of two cables: CeltixConnect-2, from Dublin to Blackpool, including Isle of Man; and NorthSeaConnect-1, connecting Newcastle UK to Houstrup Denmark. These have gone live in Q1 2022. The NorthSeaConnect-1 cable lands in D9's SeaEdge UK1 landing station data centre.

• Aqua Comms professional services revenues increased 58% year over year with a number of new contracts signed during 2021.

• Aqua Comms has begun augmenting its FTE base to deliver the growth ambition of the company. The company is now 29 members strong, growing to 30 by the end of 2022. This will reduce business continuity risk.

Looking ahead, in 2022, customer pipeline development remains the biggest management priority. We are actively working towards presales on the EMIC-1 and AEC-3 routes, and large capacity sales on Havhingsten while continuing to grow the customer base on the existing Atlantic network.

EMIC-1

We have committed £22 million with potential for up to £50 million to the development of the EMIC-1 subsea cable, expected to be ready for sale by the end of 2023. Construction on the cable system and negotiations with the various stakeholders along the route are on time and on budget.

Verne Global

Verne Global outperformed its budgets in 2021, with revenues growing 80% to $37.8 million and EBITDA rising to $22 million, with a margin of just under 60%. Verne Global is now at a c.15x EBITDA multiple, compared to the 20x paid on acquisition in September 2021.

Verne Global has already booked its remaining built capacity, leading to D9's $93 million follow-on investment in January 2022. This will increase capacity to 40MW out of a possible 100MW on the campus. Once this expansion is complete and sold, the effective EBITDA multiple will reduce to below 9x. We are delighted to have added such an outstanding team and excellent asset at a competitive price, an asset which is closely aligned to our wider strategy and ambitions.

Other highlights during the year included:

· Wirth Research, a leading Computational Fluid Dynamics consultancy, has relocated its supercomputer to Verne Global's campus, which enables them to analyse and optimise the performance of designs for its industry customers at zero carbon cost.

· Verne Global and Sensa have partnered to provide organisations with access to a comprehensive range of sustainable NVIDIA DGX- Ready colocation services. Peptone, the molecular computational physics company has elected to colocate and install a NVIDIA DGX A100 system at Verne Global's campus as it is powered by 100% renewable energy.

SeaEdge UK1

D9 owns the underlying real estate of the SeaEdge UK1 (also known as Stellium DC1) data centre asset and subsea fibre landing station, located on the UK's largest purpose-built data centre campus in Newcastle. The asset is leased on fully repairing and insuring terms to the tenant and operator, Stellium Data Centres Limited, via a 25- year occupational lease. The operator is up to date with all payments under the triple-net lease, delivering on D9's target yield at acquisition.

Customer Breakdown - Resilience in Income Streams

Through the acquisition of Aqua Comms, Verne Global and SeaEdge UK1, D9 has grown its end customer base. Careful consideration is given to the contract stacks before acquiring an asset, particularly the underlying customer mix. D9 targets assets with high revenue visibility from customers across a wide array of sector, offering resilient income with inflation protections in place.

Across its investments, D9 has a total of 95 customers generating an estimated recurring monthly revenue of £3.6 million, not including one-off payments, of which global tech giants (e.g. FAANGs plus Microsoft) make up 35%. In terms of customer concentration, the customer mix is as follows for the top revenue generating customers across the platform.

Customer by Revenue Monthly recurring revenue ("MRR")

Customer by Revenue	Monthly recurring revenue ("MRR") GBP 000	% of total MRR
Top 5	1,865	52%
Top 10	2,528	71%
Top 20	2,993	84%

Financial Results

The NAV per share was 104.62 pence at 31 December 2021. The portfolio, consisting of four investments held via the Company's subsidiaries, was valued at £487 million as at 31 December 2021 and the Company and its subsidiaries held cash of £259 million at the reporting date.

D9 made a profit before tax of £38.3 million for the period, equal to 9.77 pence per share calculated on the weighted average number of shares in issue during the period. This was the net result of income received from investments acquired and revaluation gain arising on the investments held at fair value through profit or loss as at 31 December 2021.

The Company's annualised ongoing charges ratio ("OCR") was 1.04%. We expect the OCR to increase proportionately in line with the operational costs of the Company as funds are deployed. The Board will

continue to monitor the OCR closely as we seek to grow D9 and deliver value to our shareholders.

Share Price and Distributions

Our share price has performed well since IPO and maintained a healthy premium to NAV, reflective of our strong shareholder base since we launched in March 2021. We continue to believe there is a significant market opportunity for Digital Infrastructure investments and are confident that delivering on our outlined strategy will continue to support our share price performance.

The Board anticipates paying quarterly interim dividends, targeting a total annualised dividend of 6 pence per share underpinned by robust long-term contractual payments. We are pleased to report that we have declared dividends totalling 4.5 pence per share for the nine month period from IPO to 31 December 2021, in line with our target. The Company will seek to adopt a progressive dividend policy.

Environmental, Social and Governance

The Board recognise that Digital Infrastructure is critical to a future sustainable economy, but in order to fulfil its role, the infrastructure developed must have ESG considerations at its core. Our Investment Manager has long been committed to responsible investment and to offering strategies which help solve problems that society faces, while creating opportunities for investors. In alignment with this position, D9's purpose driven strategy is closely aligned with Sustainable Development Goal 9 and takes a structured and material approach to ESG integration throughout the investment decision making process and throughout asset ownership.

More information can be found in our sustainability report in the annual report .

Director Changes

As previously announced, as a result of having been offered the Chief Executive Officer role at a new, US based digital infrastructure operating company, I will not be standing for election at the Company's 2022 Annual General Meeting. It has been a privilege to chair the Board of D9 in this first year since its inception and to have seen it grow to a billion dollar investment company in less than 12 months. I am sorry to be departing from the Company so soon but I leave knowing that, as D9 embarks on its second year of operation, it has a strong pipeline of investment opportunities coupled with the financial capacity to execute on those transactions.

The Board, led by Lisa Harrington, Chair of the Nomination Committee, have undertaken a robust succession exercise and we are pleased to have identified Phil Jordan as my successor. Phil has a successful track record in the digital infrastructure and technology sectors, both in an executive and non-executive capacity. Phil's executive career includes country, regional and group Chief Information Officer roles, including spending over 10 years at Vodafone, over seven years with Telefonica, where in addition to the Group CIO role, he was CEO and the Chair of Telefonica Global Technology. He is currently Group CIO of Sainsbury's, a role he has held for over four years. He has also acted as a non-executive industry adviser to HSBC and was a non-executive director of Talk Talk Telecom Group PLC until it was taken private in 2021. Phil will be appointed as Chair with effect from 23 May 2022, following the conclusion of the Annual General Meeting, following an induction period and completion of the standard Jersey regulatory confirmations.

I am delighted that Phil will be joining the Board as my successor and I believe that his background, skills and enthusiasm will serve the Company and investors well for what, I trust, will be an equally exciting future.

Additionally, we are pleased to report that Aaron Le Cornu will be appointed as a Non-Executive Director with effect from 1 April 2022, following an induction period and completion of the standard Jersey regulatory confirmations. Aaron, who is based in Jersey, has been appointed as a replacement for Monique O'Keefe who has informed the Board of her intention to step down from her role as a Director to pursue a senior executive role limiting her ability to hold non-executive positions. As a result, she will also not be standing for re-election at the AGM.

Aaron comes from a financial background. Having qualified as a Chartered Accountant with Arthur Andersen in London, he worked for HSBC for over 10 years. During his time with HSBC, he held several board positions for HSBC subsidiaries, including as Deputy CEO for HSBC International and was also involved in acquisitions such as the purchase of Marks & Spencer Money. He has since held a number of senior executive roles including at Ogier (offshore legal and fiduciary services provider), Elian (a fiduciary firm headquartered in Jersey) and, latterly, at GLI Finance, an alternative finance provider and strategic investor in numerous fintech platforms. Aaron is currently the Chair of the Aberdeen Standard Capital Offshore Strategy Fund Ltd. He also served as a non- executive director for Jersey Electricity plc, having stepped down in 2021 after 10 years on the Board.

I am also pleased to welcome Aaron as a Non-Executive Director, who will bring his considerable experience across finance, M&A, ESG and risk management to Board discussions. On behalf of the Board, I wish Monique well in her new role and thank her for her valuable contribution to the Board to date.

Further detail regarding the process undertaken, can be found in the Nomination Committee Report in the annual report .

Outlook

The deeply distressing events unfolding in Ukraine have far-reaching implications for the world, the economy and capital markets. Whilst the full impact of the conflict is yet to be fully understood, the potential to fuel increased inflation globally is highly probable.

We believe that the quality and growth of our portfolio companies positions D9 well to mitigate the wider economic impact of the conflict. To be clear, D9 has no exposure to Russia or eastern European territories. Our currency exposure is primarily to US Dollar, Sterling and Euro, and Verne Global has a 10-year fixed power supply contract for 100% baseload renewable electricity. We will, however, continue to remain vigilant in maintaining a resilient portfolio, particularly when considering future data centre acquisitions and their associated power terms. The digital transformation of our societies has been evident over the last few decades, but no more so than in the last two years, when the Covid-19 pandemic dramatically accelerated the key drivers and trends already fundamental to the growth in demand for Digital Infrastructure. I believe that, as a result of these societal shifts, we are at the dawn of a much broader transformation.

We intend to build on our initial cornerstone investments into Aqua Comms, Verne Global, and SeaEdge, continuing our focus on global investment into the critical infrastructure required to underpin this unstoppable change. Digital inclusion and environmental impact will be at the heart of all our investment decisions. The internet is fundamental to all our futures. D9 is committed to help shape that future, and is leading the way in promoting carrier-neutral connectivity globally, and in democratising access to critical digital infrastructure.

Jack Waters

Chai r

16 March 2022

STRATEGY AND BUSINESS MODEL

The Board is responsible for the Company's Investment Objective and Investment Policy and has overall responsibility for ensuring the Company's activities are in line with such overall strategy. The Group's Investment Policy and Investment Objective are published below.

Investment Objective

The Company's investment objective is to generate a total return for investors comprising sustainable and growing income and capital growth through investing in a diversified portfolio of resilient Digital Infrastructure Investments.

Investment Policy

The Company intends to achieve its investment objective by investing in a diversified portfolio of Digital Infrastructure Investments which provide key infrastructure for global data transfer (subsea fibre-optic networks, wireless networks and terrestrial fibres) and data storage (data centres), all of which contribute to facilitating global digital communication.

and sustainable industrialization and foster innovation".

The Company seeks to invest in assets or Investee Companies which typically have secured medium to long-term contracts underpinned by high quality counterparties.

The Company invests (directly or via subsidiary companies) in a range of Digital Infrastructure assets which deliver a reliable, functioning internet. The portfolio will typically comprise future proofed, non-legacy, scalable platforms and technologies including (but not limited to) subsea fibre, data centres, terrestrial fibre, tower infrastructure and small cell networks which meet the following criteria:

· assets and Investee Companies which deliver communications, data transfer, interconnectivity and data storage;

· assets and Investee Companies which derive a significant proportion of their revenues from high quality counterparties (meaning, for these purposes, companies (or their parent companies) which are included in the FTSE 350 (or equivalent) or which are investment-grade rated by a recognised grading agency) and/or a diversified portfolio of counterparties that, by reason of its diversity, is resilient and well placed to weather economic downturns;

· assets and Investee Companies with high cash flow visibility and resilience, specifically from medium to long-term contracts or from a diversified portfolio of shorter-term contracts providing essential underlying services.

The Group focuses, primarily, on Digital Infrastructure Investments where the assets (or Investee Companies which own the assets) are operational and, where appropriate, there is a contract in place with the end user and/or off- taker. Where suitable opportunities arise, however, the Group may provide limited funding during the Construction Phase or Development Phase of a Digital Infrastructure asset, in particular, on a forward funding basis where development risk for the Company is limited, subject to the restrictions set out below.

Investment Restrictions

The Company invests and manages its assets with the objective of spreading risk and, in doing so, will maintain the following investment restrictions:

· the Company will not invest more than 25% of Adjusted Gross Asset Value in any single asset or Investee Company. When the Gross Asset Value reaches £2 billion (as notified by the Company in its annual or half year financial results report), this restriction will change to 20% of Adjusted Gross Asset Value;

· investments will be focused on acquiring a controlling interest (meaning more than a 50% interest) in the relevant investment assets or Investee Companies being acquired or invested in but can also comprise minority interests (where appropriate minority protections are in place);

· at least 50% of Adjusted Gross Asset Value will be invested in developed markets, in particular (but not limited to), the UK, EU and US;

· neither the Company nor any of its subsidiaries will invest in any assets or Investee Companies located in or with co-investment exposure to any Restricted Territories;

· neither the Company nor any of its subsidiaries will invest in any assets or Investee companies using technologies or equipment under any current prohibition ruling by relevant UK, EU, or US authorities, unless such equipment is in the process of being removed in line with the guidelines of such UK, EU or US authorities;

· the Company may invest a limited amount in assets (or Investee Companies which own assets) which are predominantly in construction, which typically will be undertaken via a forward funding arrangement which pays a return during the Construction Phase, with any investments which expose the Company to development risk limited to, in aggregate, no more than 5%, of Adjusted Gross Asset Value, and the aggregate value of assets in construction or development being no more than 20% of Adjusted Gross Asset Value (such amount to be calculated as the aggregate value of all material construction or development activities, including forward funded developments, within Investee Companies);

· neither the Company nor any of its subsidiaries will invest in any listed entities, or in private closed-ended investment companies or any funds of any kind; and

· the Company itself will not conduct any trading activities which are significant in the context of the Group as a whole.

Compliance with the above investment limits will be measured at the time of investment and non-compliance resulting from changes in the price or value of assets following investment, the need to invest further capital in respect of maintenance or repairs to the underlying assets or the investment of expansion capital, will not be considered as a breach of the investment limits. Further, in the event that an Investee Company develops or acquires an additional asset, which requires further investment from the Company, or the Company chooses to invest in a new, separate asset via an existing Investee Company, such investment will be considered as a standalone investment, including the application of any of the above investment restrictions.

For the purposes of the foregoing, the term "Adjusted Gross Asset Value" shall mean the aggregate value of the total assets of the Company as determined with the accounting principles adopted by the Company from time to time as adjusted to include any third-party debt funding drawn by, or available to, any Group company (which, for the avoidance of doubt, excludes Investee Companies).

Gearing

The Directors do not intend to use gearing at the Company level, other than utilising short-term credit facilities for financing acquisitions (which could be at the level of the Company or a Group company (which, for the avoidance of doubt, excludes Investee Companies)), such borrowings to be at a Conservative level. Intragroup debt between the Company and its subsidiaries, and the debt of Investee Companies, will not be included in the definition of borrowings for these purposes.

Long-term gearing is likely to be applied at an Investee Company level in order to enhance returns but will be at a prudent level, appropriate for the particular Investee Company and sub-sector.

Hedging and Derivatives

The Company will not employ derivatives for investment purposes. Derivatives may however be used for efficient portfolio management. In particular, the Company may engage in interest rate or currency hedging or otherwise seek to mitigate the risk of interest rate increases and currency movements.

The Group will only enter into hedging contracts and other derivative contracts when they are available in a timely manner and on acceptable terms. The Company reserves the right to terminate any hedging arrangement in its absolute discretion. Any such hedging transactions will not be undertaken for speculative purposes.

Cash Management

The Company may hold cash on deposit for working capital purposes and awaiting investment and, as well as cash deposits, may invest in cash equivalent investments, which may include government issued treasury bills, money market collective investment schemes, other money market instruments and short-term investments in money market type funds ("Cash and Cash Equivalents"). There is no restriction on the amount of Cash and Cash Equivalents that the Company may hold and there may be times when it is appropriate for the Company to have a significant Cash and Cash Equivalents position.

Changes to and compliance with the Investment Policy

The Investment Policy was amended following shareholder approval with effect from 27 February 2022.

Business Model

D9 creates shareholder value by investing in companies and assets that provide the critical Digital Infrastructure required to deliver equal, ubiquitous internet access to people and organisations across the globe. Furthermore, our open-access clean-connectivity platform provides a sustainable solution to exponential growth in global data demand, fuelling a greener future.

We are leading the way in carrier-neutral connectivity globally and are committed to democratising access to critical digital infrastructure. By building a diversified portfolio of investments across the key sectors, we aim to offer our customers access to a resilient and uniquely interconnected ecosystem.

The digital infrastructure market is driven by subsea fibre cables, which transports 98% of all international data flows. These cables constitute the backbone of the internet and are critical to the functioning of the global economy and social inclusion.

If subsea cable networks are the backbone, then data centres are the brain. These facilities are where the world's data is stored: websites, videos, music, corporate data, and more. They are where the internet lives. It is estimated that the growth of data centre capacity correlates to submarine cable capacity with a coefficient of 0.98, implying a near direct correlation and demonstration of the inter-connectedness between both. This correlation absolutely underpins our inter-connected platform approach.

Our data centre strategy is focused on growth, identifying strategic locations that are suitable based on their level of connectivity, access to "eyeballs", and access to renewable energy. We will leverage our growing subsea network to drive connectivity to these locations, so that customer data can be stored and processed - the symbiotic relationship between subsea networks and data centres is a significant differentiator of our platform-based approach to Digital Infrastructure. Both our subsea and data centre business models follow our global expansion platform approach, adopting a modular growth strategy to build assets in response to customer demand, which includes the largest technology companies globally.

Overlaying D9's platform-based investment strategy is our steadfast commitment to decarbonise Digital Infrastructure. Indeed, this focus is critical to the success of our business model. Through our data centre platform, Verne Global, we have a strong foothold in the Nordic data centre market, one of the fastest growing markets globally, that is uniquely suited to provide data centre services, and supports energy intensive workloads, due to its cool climate and access to renewable power. Please see the annual report for a deeper analysis of Verne Global and D9's decarbonisation aims.

The terrestrial fibre and wireless infrastructure subsectors represent the capillaries of digital infrastructure, leveraging the connectivity offered by subsea fibre systems, combined with the data stored and processed in data centres, to bring data to and from the end consumer. The wireless sector in particular offers the opportunity to invest in mature, cash-generative businesses, which will support our dividend yield alongside the growth opportunities from our platforms in subsea fibre and data centres. Achieving this balance is important to our business model which aims to deliver growth by investing in the underlying megatrends, whilst maintaining a healthy dividend.

Wireless infrastructure includes mobile communication towers, used for the transmission and receipt of radio frequency signals from mobile devices. This includes "small cells", or in-building digital antenna systems (DAS), which allow for the provision of wireless services within a geographical area or large building. Terrestrial fibre infrastructures include a combination of Fibre-to-the-Premises ("FTTP") and Fibre-to-the-Home ("FTTH"), offering services to enterprises and households alike.

The business model for each target sector depends on the sector's characteristics and location, but they each exhibit a fundamental commonality that is critical for our wider business model, being the interconnectedness of our assets delivering a resilient ecosystem to our customers. Through this we target a robust customer base delivering a creditworthy, inflation- linked income stream to deliver returns to our shareholders.

Investment Approach

Our purpose-driven investment strategy targets the provision of key infrastructure for global data transfer and data storage, all of which help to address this critical demand for sustainable digital communications.

The key themes in this investment approach are both consistent with SDG9 and are driven by two powerful megatrends, digitalisation and sustainability. We aim to:

• significantly increase access to information and communications technology; and

• improve the environmental sustainability of Digital Infrastructure, which includes decarbonisation.

We target investment opportunities which align to this overlay, which have high revenue visibility, and which benefit from high quality management teams with a comprehensive understanding of the sector.

Through this investment approach, we aim to build a global platform that promotes scalability, flexibility, reliability and neutrality across the Digital Infrastructure value chain. We intend to build upon our deep sectoral expertise within the Digital Infrastructure ecosystem - with over $300 billion of transaction experience - by optimising investment across network convergence amidst a rapidly shifting landscape. Our ultimate focus is to provide a network and infrastructure which offers high reliability and superior experience consistent with SDG9. This in turn will deliver long-term, reliable returns to our shareholders, portfolio companies and investments.

KEY PERFORMANCE INDICATORS

In order to track the Group's progress the following key performance indicators are monitored:

KPI AND DEFINITION	RELEVANCE TO STRATEGY	PERFORMANCE	EXPLANATION

1. Dividend s per share (pence)
Dividends paid and declared on every ordinary outstanding share in relation to the period.	The dividend reflects the Company's ability to deliver a growing income stream from the portfolio.	The Company will pay an annualised dividend of 6.0 pence per share equivalent to 4.5 pence per share in respect of the period from IPO to 31 December 2021.	The Company has paid or declared dividends of 4.5 pence per share in respect of the period from IPO to 31 December 2021, in line with our target.

2. Total return (%)
The increase in NAV in the period and dividends paid per share in the period.	The total return highlights the underlying performance of the portfolio's investment valuations, including dividends paid.	9.82% (13.09% annualised) in respect of the period from IPO to 31 December 2021.	A medium-term total return target of 10% per annum was set out at IPO.

3. Total shareholder return (%) ¹
The increase in share price in the period and dividends paid per share in the period.	A measure of the return based upon share price movements over the period and assuming reinvestment of dividends.	16.94% (23.08% annualised) in respect of the period from IPO to 31 December 2021.	A medium-term total shareholder return target of 10% per annum was set out at IPO.

4. Earnings per share (pence)
The post-tax earnings attributable to shareholders divided by weighted average number of shares in issue over the period.	The EPS reflects our ability to generate earnings from our investments including valuation increases.	9.77 pence per share for the period from IPO to 31 December 2021 (see Note 20).	EPS is based on earnings and including the fair value gain on investment, calculated on the weighted average number of shares in issue during the period.

5. NAV per share (pence)
NAV divided by number of shares outstanding as at the period end.	The NAV per share reflects our ability to grow the portfolio and to add value to it throughout the life cycle of our assets.	104.62 pence per Share (see Note 21).	This is an increase of 6.8% since IPO driven by growth in the underlying valuation of the Company's investments.

6. Cash dividend cover ¹
Operational cash flow divided by dividends paid to shareholders during the year.	The cash dividend cover reflects the Company's ability to cover its dividends from the income generated by its portfolio.	Dividend cover for the period to 31 December 2021 was 39.61%. Dividend cover is measured as total dividends paid and payable at 31 December 2021, as a percentage of total operating cash flows for the Company and its subsidiaries. (see annual report).	D9 will monitor dividend cover as the Company continues to deploy funds.

7. Ongoing Charges Ratio ¹
Annualised ongoing charges are the Company's management fee and all other operating expenses (i.e. excluding acquisition costs and other non-recurring items) expressed as a percentage of the average published undiluted NAV in the period, calculated in accordance with Association of Investment Companies guidelines.	Ongoing charges show the drag on performance caused by the operational expenses incurred by the Company.	1.04% annualised (see annual report).	A key measure of our operational performance. Keeping costs low supports our ability to pay dividends.

8. Points of presence (POP)
A Point of Presence is a discrete geographic location within the portfolio company network, containing portfolio company owned exchange equipment and allows for connection into the wider network.	Points of presence represent a physical demonstration of the fibre networks distribution to a wider set of customers. We seek growth in this value over time.	17	POPs, with kilometres of fibre and growth in network capacity provide a picture of the connectivity provided the Company. These KPIs are intended to be tracked over time and their growth demonstrate an increase in connectivity as aresult of the Company's investments.

9. Kilometres of fibre
The total length of fibre (operational and in development) owned or part-owned by portfolio companies ³ .	Kilometres of fibre represent a physical demonstration of the fibre networks presence. We seek growth in this value over time.	32,000 ²	Kilometres of fibre, with POPs and growth in network capacity provide a picture of the connectivity provided by the Company. These KPIs are intended to be tracked over time and their growth demonstrate an increase in connectivity as a result of the Company's investments.

10. Growth in network capacity ^(A)
The increase in sold capacity across fibre networks, between two points in time.	Growth in network capacity represents the network's ability to respond to and deliver on demand for more connectivity. We seek a positive percentage growth year on year.	7%	Growth in network capacity, with kilometres of fibre and POPs provide a picture of the connectivity provided by the Company. These KPIs are intended to be tracked over time and their growth demonstrate an increase in connectivity as a result of the Company's investments.

11. Power Usage Effectiveness (PUE) ^(A)
PUE is the total energy entering a datacentre divided by the energy used by IT equipment inside the data centre.	PUE is a measure of our energy efficiency and represents the decarbonisation of our investments either through targeting assets with the most advanced energy efficiency practices, or through improvements of existing systems. The decarbonisation measure reflects the Company's success in aligning to SDG9, target 9.4.	1.2 2 ⁴	PUE is applicable to Data Centre assets and represents an important measure in the environmental sustainability of an asset. Efficiency and increases in efficiency can contribute to a lower carbon emission and better use of natural resource. Industry average is commonly reported to be 1.3 in cold air temperature locations and 1.4 in warm air temperature locations.

¹ Alternative Performance Measure. See Unaudited Alternative Performance Measures below ² Total kilometres of fibre owned or part-owned 32,035km (14,268km operational; 17,767km in development) ³ Subsea cable lengths are measured between cable landing stations ⁴ Audited PUE includes power used in construction. The unaudited number excluding construction is 1.18. (A) Independent limited assurance has been provided only over 2021 data marked with this symbol. PwC's assurance statement can be found in the annual report. Triple Point's Reporting Principles and Methodologies can be found in Annex 1 of the annual report.

INVESTMENT MANAGER'S REPORT

Review of the Period

Our cornerstone platform investments into Aqua Comms, Verne Global and SeaEdge UK1 create a launchpad for D9 from which to enable further accretive investment in the subsea and data centre sectors. The investments are aligned to our wider strategy of bridging the digital divide and decarbonising digital infrastructure. As we continue to build the portfolio, we believe further accretive opportunities will continue to compound, as represented by the synergistic acquisitions of EMIC-1 and SeaEdge UK1.

Market Review

Any business that requires the internet to function is reliant on Digital Infrastructure in order to operate. In essence, the greater the demand for the internet, the greater the need for the infrastructure to support it. Digital Infrastructure is an asset class that requires £400 billion of annual invested capital, and growing rapidly as our demand and dependency on it continues to increase. This demand continues to be driven by a set of growth pillars, which have been accelerated by the coronavirus pandemic's impact on lifestyles, work practices and the global supply chain.

1. More users : Over the last five years, on average there has been 27,000 new internet users per hour. After the radio was invented, it took 38 years to reach 50 million users. It took 75 years for the telephone to do the same. However, from its inception, the internet managed to reach 50 million users in just four years.

2. More devices ; There will be an estimated 30 billion networked devices by 2023, nearly half of which will be machine-to-machine.

3. More data : A connected car will create 25GB of data per hour, equivalent to nearly 30 hours of HD video.

4. At faster speeds : Amazon claims that every 100 milliseconds of latency costs them 1% in sales.

Sector Review and M&A Activity

This growing dependency on technology is evidenced by the tech M&A market. The value of tech deals announced in 2021 surpassed $1 trillion for the first time in history, topping 2019 and 2020 combined ⁵ . Whilst inflationary pressures and the threat of rising interest rates may slow down M&A activity and stock market performance for tech companies, recent market activity points to the continued adoption of products created by these businesses for the end consumers. These products and their ever- increasing connectivity requirements are underpinned by the Digital Infrastructure.

⁵ 451 Research: Tech M&A Outlook 2022: Another year for the ages?

Data Centres

The data centre market has been highly active. Both before the pandemic, and particularly since, it has attracted interest from specialist investors as well as generalist investors that are new to the sector, which have typically invested in traditional infrastructure. Competition among different types of buyers has propelled overall valuations to very high levels, reaching over 30x EBITDA in many instances.

Across a sample of 60 global comparable transactions in the retail and wholesale data centre markets over the last seven years, the weighted average transaction EBITDA multiple is 17x, rising to 26x in the last three years, and up to 29x in the last 12 months, demonstrating a clear upward pressure on pricing. D9 acquired Verne Global at a 20x EBITDA multiple demonstrating its ability to execute bilateral, off- market transactions at competitive pricing. This is due to the Investment Manager's decades of operational know-how and $300 billion of transaction experience in Digital Infrastructure which gives us a wide- reaching global network.

Subsea Fibre

The subsea market is characterised by a shortfall in global capacity in the face of huge growth in demand. There will be an estimated 40% shortfall in transatlantic subsea capacity by 2026 as legacy cables reach the end of their 25-year design lives. Aqua Comms' two transatlantic fibre cables (AEC1 & 2) are some of the most modern connecting North America and Europe, with further transatlantic cables being developed in partnership with global tech firms.

Despite this shortfall, the subsea industry has still seen considerable capacity increase, due to the inherent upgradeability of modern cables. Capacity along the transatlantic routes will increase at a CAGR of 22.7% over the next several years reaching over 3,000 Tbps in 2025. The fastest growing demand for traffic comes from the global internet content providers, accounting for 66% of overall submarine traffic in 2020.

One of the fastest-growing routes for subsea capacity demand is the Middle East into Asia, which underlies D9's investment into EMIC-1. Further opportunities along this route are being considered to increase resilience, as demonstrated in the Atlantic.

Subsea fibre infrastructure is a complex and capital-intensive business with high barriers to entry. New cables require international efforts from all stakeholders, including governments, as well as an expert management team with a deep understanding of the product and market. As a result of these barriers, the subsea fibre market is not as active or widely explored as the data centre market, but is beginning to attract new investment due in part to the high proportion of long-term contracts with creditworthy counterparties, and with that, higher EBITDA multiples.

Across a sample of 47 global comparable transactions in the subsea, dark and enterprise fibre markets over the last seven years, the weighted average transaction EBITDA multiple is 14.0x, rising to 19.5x in the last 12 months, demonstrating a clear upward pressure on pricing. D9 acquired Aqua Comms in a bilateral off- market transaction below 12x EBITDA, again demonstrating its ability to execute on competitive terms.

Terrestrial Fibre

The terrestrial fibre market continues to attract infrastructure capital, yet may be showing early signs that valuations are plateauing or even eroding in some instances.

The traditional long-haul/B2B fibre space has gone through years of consolidation and roll-up activity. This means that deals have become relatively scarce and dominated by infrastructure funds, who like the strong cash generation and opportunity for both top line growth and cost rationalisation. Despite that, valuations have been stable around 13-14x EBITDA in Europe.

While Polhem Infra's acquisition of Telia Carrier in October 2020 marked a new high in the sector (18.9x EBITDA), other recent transactions, such as iSquared's acquisition of GTT's Infrastructure division (12.6x) and Asterion's acquisition of Retelit (10.0x) have been more reasonable. This sub-sector generally attracts lower valuations than fibre to the home (FTTH), yet we still expect investors to look to pay premiums for quality assets.

European FTTH is also very popular with infrastructure funds. Each European country has seen a small number of dominant FTTH platforms emerge in recent years. Those platforms are usually open networks in nature but underpinned by a strong anchor tenant, typically an incumbent or well-established altnet. This model guarantees solid growth, limited downside and meaningful operating cash flows. With several large assets trading above 20x EBITDA, such as KKR's acquisition of Reintel (22.1x) or Ardian's acquisition of Adamo (25x), valuations still seem to be rising. Consolidation is still limited but could soon gather pace as FTTH roll-outs slow down or even come to an end in some markets.

The UK FTTH market is quite peculiar: much less mature than most European markets, very fragmented with dozens of platforms having raised several billion pounds in recent years and with a dominance of the vertically integrated ISP model. The market's lack of maturity means that most assets are still EBITDA negative with EV/homes passed often used as the main valuation metric.

Using that metric, it seems that the market may be cooling down a little bit: whereas several major assets traded around £4,000 per home passed during the 2018-20 period, more recent transactions point to

a £2,000-2,500 range. As winners emerge more clearly, we expect investors to be increasingly selective and consolidation to become more prominent.

Wireless Infrastructure

The wireless infrastructure market continues to be driven by consolidation and limited opportunities in the traditional macro tower market. Major players continue to be large operating companies including the likes of Cellnex and American Tower, and large generalist infrastructure players such as Brookfield competing on consortium deals. Given the maturity of the macro tower market, these major players are propelling valuations to high levels, such as Brookfield's and Alecta's acquisition of Telia Towers for $1.8 billion on a 27.2x EBITDA multiple in December 2021.

Given the current valuation metrics and average deal size over the last two years, the macro tower market remains challenging for D9's investment criteria. However, D9 will continue to be opportunistic, particularly around high yielding assets servicing transitioning or legacy use cases. While these will not be considered core assets within D9's broader portfolio they will help support the dividend target of the Fund.

Outside of the more traditional macro tower market, 5G and IoT use cases are propelling opportunities in fixed wireless access and other alternate wireless connectivity solutions. While these opportunities are limited their valuations are more attractive, such as DigitalBridge's acquisition of Boingo in March 2021 was for $854 million at a 10.2x EBITDA multiple. While these opportunities are more technology specific, D9's investment team and highly experienced operating partners are well placed to undertake in-depth analysis of an otherwise "secondary" focus sector for most infrastructure investors. This promotes exclusive deal opportunities for the Fund and the ability to execute on transactions. However, these assets will primarily be valued on their ability to interact with the wider portfolio and industry trends.

Pipeline

Activity and competition for good quality Digital Infrastructure projects remains strong. New entrants from the wider infrastructure sector are coming into the market seeking diversification from their existing portfolio in response to the impact of the Covid-19 pandemic and are attracted to it by the resilience demonstrated during this period. Our alignment to the UN SDG9 and improving connectivity globally, our subsea and data centre platforms, as well as our team's sectoral specialism, with over $300 billion of Digital Infrastructure transaction experience, gives us a unique advantage in competitive processes and bilateral opportunities. As such, we continue to build out our strong pipeline of opportunities.

The pipeline is spread across the subsectors and is reflective of the longer-term asset mix we intend to achieve for D9. At a target £2 billion AUM, we would expect, data centres and subsea fibre to form approximately 60-70% of assets, and terrestrial fibre and wireless 30-40%. The opportunities are across a global profile primarily in the UK & Ireland, the Nordics, North America, the Middle East and Asia Pacific, with longer- term opportunities in Africa and Latin America.

D9 has c. £2 billion of pipeline opportunities under consideration, including over £500 million of more immediate pipeline opportunities that the Investment Manager is actively progressing ⁶ .

1. Data Centres: £1 billion, 51%;

2. Subsea Fibre: £360 million, 18%;

3. Terrestrial Fibre: £90 million, 5%;

4. Wireless Networks: £510 million, 26%.

⁶ N.B. These figures are not probability weighted

We have secured exclusivity on c.£150 million of opportunities. Following our most recent equity raise in January 2022 and completion of a £300 million RCF, we anticipate completing on these at various stages over the coming months and look forward to announcing their successful completion to the market in

due course.

Many opportunities are bilateral, off- market projects that are not part of a competitive process, sourced via the Investment Manager's network of relationships, built through $300 billion of transactional experience in the Digital Infrastructure sector and decades of operational experience. While these projects can take longer to execute and ensure the necessary robust due diligence is carried out, this enables us to secure better acquisition terms.

We remain encouraged by the significant and growing pipeline that the Company's investment strategy presents.

Financing

During the reporting period, D9 has raised gross equity proceeds of, in aggregate, £750 million through the issue of ordinary shares at IPO in March 2021 and two further fundraises completed in June 2021 and September 2021. This was supplemented by a further equity raise in January 2022 of £95 million, bringing total gross proceeds raised to £845.2 million.

To achieve an efficient capital structure, D9 intends to introduce prudent leverage, resulting in enhanced returns for our investors, particularly in the current economic climate with domestic borrowing rates remaining well below our portfolio yields. To assist in short term funding of the Company's pipeline of investment opportunities, in March 2022, D9 raised £300 million through its first debt facility, being a bespoke RCF with an international syndicate of four banks. RBSI acted as structuring bank, sole coordinator and bookrunner for the new facility. The RCF is structured to support the Company's pipeline, benefiting from an uncommitted accordion provision allowing the Company to request an increase, subject to Lenders' approval, of the amount provided under the RCF by up to an additional £200 million. We are pleased to welcome the Bank Syndicate as new counterparties into our relationship group and value their strong support of the Digital Infrastructure sector. The level of lender interest we have received on this transaction reaffirms the attractive fundamentals and growth prospects of this asset class and the quality of our existing portfolio.

As set out in the Prospectus, gearing will only be used by the Company t o finance acquisitions on a short- term basis, with long-term gearing likely to be applied at an investee company level.

Outlook

Digitalisation has taken hold of our everyday lives and interaction with appliances, driving endless demand for the digital infrastructure supporting this unstoppable transformation. We're solving the world's biggest problems by closing the digital divide and creating greener, more sustainable connectivity. Invest in our portfolio to accelerate economic growth, social development and critical climate action.

We believe big problems create strong demand, strong demand drives good investments, and good investments solve big problems. The internet is the lifeblood of progress, and we're making sure its progress benefits people and planet alike.

Thor Johnsen

Head of Digital Infrastructure

Triple Point Investment Management LLP

16 March 2022

SUSTAINABILITY

A committed Investment Manager

Triple Point's mission statement is: "Through our people, and the partnerships we build, Triple Point unlocks investment opportunities that have purpose, while generating profits for investors".

Triple Point believes that investing in the solutions to socio-economic problems creates a flywheel effect. The scale of the problem drives the size of the demand, which in turn underpins the strength of the

investment. With long-lasting social impact comes long-term sustainable returns.

In line with this business mission and the commitment to responsible investment, Triple Point has applied to become a B Corporation (status pending). Certified B Corporations are businesses that meet the highest standards of verified social and environmental performance, public transparency, and legal accountability to balance profit and purpose.

In 2019, Triple Point became a signatory to the Principles for Responsible Investing ("PRI"), to demonstrate best practice in investor ESG integration and guide continued improvement.

Triple Point seeks to promote these principles throughout its business, and they are reflected in its Sustainable Business Objectives document. These principles ensure all investment processes have sound and appropriate integration of ESG practice and are overseen by the Triple Point Sustainability Group. This means investment teams are aware of, and can make informed investments decisions about, key ESG risks and opportunities.

Triple Point's adoption of the six Principles for Responsible Investment

Signatory of PRI: Principles for Responsible Investment
PRI is recognised as the leading global network for investors who are committed to integrating environmental, social and governance (ESG) considerations into their investment practices and ownership policies. The Principles demonstrate best practice in ESG integration, guide signatories in improvements and promote closer alignment between the objectives of institutional investors and those of society at large. Triple Point became a member of PRI in 2019. The first Assessment Report period of 2020-2021 was a fallow reporting year for PRI to accommodate the launch of a new reporting and scoring system. Triple Point's first Assessment Report will be published in 2023.
	PRI Principle	How Triple Point adopts the principles for D9
1	We will incorporate ESG issues into investment analysis and decision- making processes.	ESG analysis is considered by the investment team alongside financial, and shared in Investment Committee papers to inform the final investment decision.
2	We will be active owners and incorporate ESG issues into our ownership policies and practices.	Investments made by D9 are frequently majority or fully owned. Triple Point acts as asset manager on behalf of the Company and uses initial ESG analysis to implement an ESG engagement programme with portfolio companies, to drive improvements in ESG behaviours. These are reported in our annual report.
3	We will seek appropriate disclosure on ESG issues by the entities in which we invest.	ESG topics are investigated in all due diligence of acquisitions/ investments. ESG topics are monitored through Board meetings and the ESG engagement programme and reported on annually.
4	We will promote acceptance and implementation of the principles within the investment community.	The value of the principles and importance of the role of ESG factors in good decision making are proactively promoted.
5	We will work together to enhance the effectiveness in implementing the principles.	D9 uses the best practice promoted by the principles to inform the engagement programme with portfolio companies and others in our investment network to encourage best practice and seek change.
6	We will each report on our activities towards implementing the principles.	D9 reports annually on ESG activities. PRI signatories are required to report on their responsible investments activities annually. The next and first published Assessment Report for Triple Point will be in 2023.

The importance of sustainability to D9

We follow a best practice approach to sustainable investment, based on these four pillars:

1. Sustainable outcomes and Sustainable Development Goal 9 ("SDG9") alignment

2. ESG research and analysis

3. Engagement programme

4. Transparency and Governance

1. Sustainable outcomes and SDG9 alignment

Sustainable Outcomes, the bigger picture

SDG9 alignment is at the heart of the Company and a key source of sustainability outcomes for the strategy. In addition to SDG9 alignment, the D9 network has the opportunity to create wider sustainability outcomes over time.

The UN Sustainable Development Goals (SDGs): In 2015, world leaders gathered at the UN to adopt 17 Sustainable Development Goals to achieve several objectives by 2030: end poverty, promote prosperity and well-being for all, and protect the planet. The UN Sustainable Development Goals have been adopted by 193 countries. D9's business and investment approach has the potential to help address SDG9, 11, 12 and 14. Table 2 shows the full SDG alignment opportunity for D9.

D9's SDG alignment opportunity

UN SDG		UN SDG target		How D9 contributes to this Goal and Target	Portfolio companies
Core alignment
9	Build resilient infrastructure, promote inclusive and sustainable industrialisation and foster innovation	9.c.1	Significantly increase access to information and communications technology, and strive to provide universal and affordable access to the Internet in least developed countries.	Investing in subsea and terrestrial fibre networks that are managed in a responsible and sustainable way and can provide connectivity growth and a reduction in digital shortfall.	Aquacomms EMIC 1
9		9.4	By 2030, upgrade infrastructure and retrofit industries to make them sustainable, with increased resource-use efficiency and greater adoption of clean and environmentally sound technologies and industrial processes, with all countries taking action in accordance with their respective capabilities.	Investing in infrastructure which considers environmental impact and efficiency in its construction and processes, and in particular ensuring that data centre investments (the most energy intensive in our sub sectors) are working to, or already offer, a low carbon service.	Verne Global SeaEdge
Wider alignment SDG opportunity
11	Make cities and human settlements inclusive, safe, resilient and sustainable	11.3	By 2030, enhance inclusive and sustainable urbanization and capacity for participatory, integrated and sustainable human settlement planning and management in all countries.	Investing in responsibly managed and sustainable digital infrastructure which can contribute to connectivity across developed and developing jurisdictions promotes capacity for participatory and sustainable human settlement.	Aquacomms EMIC 1
12	Ensure sustainable consumption and production patterns	12.2	By 2030, achieve the sustainable management and efficient use of natural resources.	Investing in responsibly managed and sustainable digital infrastructure which influences supply chain behaviours and looks to implement low energy solutions, and in particular ensuring that data centre investments (the most energy intensive in our sub sectors) are working to or already offer high energy efficiency.	Verne Global SeaEdge
14	Conserve and sustainably use the oceans, sea and marine resources for sustainable development	14.1	By 2025, prevent and significantly reduce marine pollution of all kinds, in particular from land-based activities, including marine debris and nutrient pollution.	Investing in data centres with sustainable and responsible cooling systems contributes to reduction in marine pollution from land-based activities.	Verne Global SeaEdge
14		14.2	Sustainably manage and protect marine and coastal ecosystems to avoid significant adverse impacts, including by strengthening their resilience, and take action for their restoration in order to achieve healthy and productive oceans.	Ensuring the responsible construction, deployment and management of subsea fibre contributes to reduction in marine and coastal ecosystem pollution and damage.	Aquacomms EMIC 1

The Impact Management Project (IMP): From 2016-2018, the IMP brought together more than 2,000 practitioners from across the value chain to agree on the dimensions of performance that matter for impact measurement, management and reporting. In 2018, the IMP began facilitating a structured network of standard-setting organisations to coordinate efforts with a shared vision of getting to global consensus. The Project developed the ABC of impact performance which links the impact of an asset, or portfolio of assets, to an investor's specific intentions.

Further information relating to IMP can be found in the annual report.

D9's Impact Management Project ABC alignment

Enterprise	Question 1	Question 2	Questions 3	# yes	IMP A,B,C alignment	Rationale
	Is the enterprise acting to avoid harm to its stakeholders?	Are some of the enterprise's effects generating positive effects for stakeholders?	Are any of the enterprise's effects contributing to solutions to social or environmental challenges?		IMP A,B,C alignment	Rationale
Aquacomms	y	y	y	3	C	Creating a network of digital infrastructure that considers environmental implications, is energy efficient, and working towards lowest possible carbon footprint, while accounting for connectivity needs and access, is expected to contribute to SDG9 aligned outcomes: • Increased connectivity and reducing digital shortfall • Environmentally sustainable and lower carbon infrastructure SDG alignment is considered a relevant framework for identifying contribution to social or environmental challenges. This categorisation is based on the requirement that all other aspects of a portfolio company are managed in a responsible and sustainable way. Strong ESG integration in due diligence and ownership helps to support the ability for a thematic fund such as D9 to align to the "Contribute" category.
EMIC1	y	y	y	3	C
Verne Global	y	y	y	3	C
SeaEdge	y	y	y	3	C

SDG9 Alignment

D9 will only invest in Digital Infrastructure opportunities which align with at least one of two purpose-driven themes aligned with SDG9: "Build resilient infrastructure, promote inclusive and sustainable industrialization and foster innovation". Investments must:

i. Significantly increase access to information and communications technology to improve digital access, for all sections of society.

and/or

ii. Improve the environmental sustainability of Digital Infrastructure, including energy use by targeting assets with the most advanced energy efficiency practices, or where strong improvement can be achieved.

These two purpose driven overlays are directly derived from SDG targets 9.c and 9.4. Where an investment does not align to either of these purpose statements, or where there is no opportunity to create improvements D9 will not invest.

Examples of investments we have rejected on the ground of poor SDG9 alignment

· A data centre opportunity housing bitcoin mining operations but obtaining its power from a gas power plant. This deal did not align to either of the SDG9 purpose-driven overlay themes, and it did not present any opportunity to engage for improvement, as a result the opportunity was not progressed beyond the initial screening stage.

· A data centre opportunity housing purely bitcoin mining was rejected on the grounds of no potential to transition the capacity away from bitcoin mining to enterprise, despite the renewable energy credentials.

· A data centre opportunity was rejected on the grounds of weak environmental and governance credentials. There was no strong pathway to greening the power, coupled with evidence of poor management.

Evidencing SDG9 alignment

To demonstrate D9's commitment to and success in alignment to SDG9, five Key Performance Indicators have been identified for on-going tracking and reporting.

D9's SDG9-linked Key Performance Indicators

SDG9 alignment		Sub sector	Metric
Target 9.4	Decarbonisation of digital infrastructure	All sub sectors	Scope 1 and 2 emissions
		Data Centre	Data Centre PUE
Target 9.c.1	Increasing connectivity and reducing digital shortfall	Subsea and terrestrial fibre	POPs - Points of presence (presented as a number)
			Kilometres of fibre
			Growth in network capacity (a % of terabyte growth)

We require all our portfolio companies to report their Scope 1 and 2 emissions, and to provide details of the carbon emission reduction initiatives they have in place. This enables us to monitor their absolute emissions. We have implemented a programme with our portfolio companies to work towards Scope 3 and embodied carbon data reporting.

We target a year-on-year reduction in GHG emissions intensity per portfolio company for fully owned companies.

For our data centres we use a further measure of energy efficiency (PUE) to assess their ability to contribute to decarbonisation. We target a weighted average PUE of 1.3 across the portfolio of data centre assets. 1.3 is widely considered to be industry best standard for data centres in cold air locations. Where we acquire a data centre with a weaker PUE we engage to drive improvement.

We measure our fibre network's contribution to digital connectivity through the number of POPs (points of presence), the kilometres of fibre, and growth in network capacity (attributed to the reporting period as a % of terabyte growth). We look for growth across each of these metrics.

2. ESG research and analysis

ESG integration delivers value during the initial investment decision-making process and on an ongoing basis. D9 undertakes both a broad and deep analysis in order to build a clear picture of the sustainability credentials of a potential investment, as well as to drive continuous improvement.

i. Breadth - We align to cross- sector ESG expectations defined by the United Nations Global Compact.

ii. Depth - We align our ESG expectations to sector relevant risks and opportunities drawn from, but not exclusively, the Sustainability Accounting Standards Board ("SASB") and the Sustainable Digital Infrastructure Alliance ("SDIA") assessing each potential investment for climate risk, using the Task Force on Climate-related Financial Disclosures ("TCFD") framework for guidance.

ESG integration and the investment process

ESG will be considered by the Investment Manager at every stage of the investment process:

1. Sourcing - All investments are assessed for alignment to one of our two purpose driven themes.

2. Due Diligence - We systematically consider the breadth and depth of an investment's ESG credentials. All investments are assessed for alignment to the ten principles of the UN Global Compact, to ensure due attention to the key areas of human rights, labour, environment and anti-corruption (for further detail see Table 5). A deep bespoke analysis of industry specific ESG themes and topics is conducted guided by SASB, SDIA, TCFD and other relevant industry practice. At this stage we identify any possible concerns or areas for further interrogation, including climate risk/opportunity. Where appropriate a second opinion from the Sustainable Investment Sub Group is sought, a group consisting of investment professionals and Partners from across the Investment Manager to provide a sounding board and further layer of governance to sustainability decision making.

3. Preparation for approval - Once the Investment Manager has determined to progress with an opportunity, a comprehensive review is conducted which, where possible, includes a site visit. At this stage the Investment Manager will seek clarification on any areas of concern previously identified, to enable final completion of the ESG tracker. At this stage the Investment Manager will baseline current performance on key ESG areas.

4. Investment Committee Review - Deal screening papers and full investment committee papers include ESG and climate analysis for the Investment Committee's consideration. All Triple Point Investment Committee members receive specialist ESG training, to ensure they fully understand the ESG integration approach in place and can assess investment opportunities in the correct context.

5. Execution - Metrics are established that will be collected for future reporting. D9 will use its influence as owners to drive ongoing improvement.

6. Monitoring & Reporting - Triple Point will collect and report on key ESG metrics across investments.

7. Holding & Exit Strategy - the Investment Manager, will work with portfolio companies to continue to improve sustainability behaviours and bring further added value to the business model. At the point of sale, we will seek buyers for assets which support and uphold the highest standards of ESG within their business conduct.

Integration of the UN Global Compact in D9 ESG analysis

D9 supports UN Global Compact		Principle	How D9 supports the principle
The 10 Principles of the UN Global Compact The United Nations Global Compact is a United Nations initiative to encourage businesses worldwide to adopt sustainable and socially responsible policies, and to report on their implementation. The UN Global Compact is a principle-based framework for businesses, stating ten principles in the areas of human rights, labour, the environment, and anti-corruption. These principles are derived from the Universal Declaration of Human Rights, the International Labour Organisation's Declaration of Fundamental Principles and Rights at Work, the Rio Declaration on Environment and Development, and the UN Convention Against Corruption. D9 references these Principles within the ESG analysis process, to ensure all companies meet a strong baseline of sustainable behaviours. Where weaknesses are identified, the investment manager's engagement programme is designed to improve behaviours.	1	Businesses should support and respect the protection of internationally proclaimed human rights.	All portfolio companies are assessed for their statement on protection of human rights and equal opportunities approach.
	2	Businesses should make sure they are not complicit in human rights abuses.	All portfolio companies are assessed for their human rights approach, employee health and safety approach and record and exposure, oversight and influence on supply chain.
	3	Businesses should uphold the freedom of association and the effective recognition of the right to collective bargaining.	All portfolio companies are assessed for their respect for an employee's right to join a trade union and representative organisation of their own choosing.
	4	Businesses should uphold the elimination of forced and compulsory labour.	All portfolio companies are assessed for their approach to managing modern slavery risk within their own workforce and those they are exposed to through suppliers and counterparties.
	5	Businesses should uphold the effective abolition of child labour.	All portfolio companies are assessed for their human rights and modern slavery risk approach and management.
	6	Businesses should uphold the elimination of discrimination in respect of employment and occupation.	All portfolio companies are assessed for their approach to equal opportunities and worker health and safety.
	7	Businesses should support a precautionary approach to environmental challenges.	All portfolio companies are assessed for their approach to environmental management and climate risk management.
	8	Businesses should undertake initiatives to promote greater environmental responsibility.	On behalf of D9, Triple Point are members of the Sustainable Digital Infrastructure Alliance, an independent alliance of stakeholders working across the digital sectors to execute a roadmap for sustainable digital infrastructure.
	9	All portfolio companies are actively encouraged to join relevant initiatives.	D9 has been structured to drive the deployment of sustainable digital infrastructure assets, with a focus on environmental sustainability and decarbonisation.
	10	Businesses should encourage the development and diffusion of environmentally friendly technologies.	D9 has been structured to drive the deployment of sustainable digital infrastructure assets, with a focus on environmental sustainability and decarbonisation.

Topics of assessment

While the approach to ESG must take into account the individual nature of the target asset, for example, its size and type, region, operational environment and stage of project cycle, there are common measures that can be systematically applied to calculate the longevity of an infrastructure asset's value.

For responsible infrastructure investments, we always follow this approach:

Environmental

We consider greenhouse gas emissions and air pollution, their creation, management and monitoring during build and asset life. Use, generation and intensity of energy, and the nature of the energy (e.g. renewable) along with water use and its pollution. The Investment Manager will also look at levels of waste generated, avoided and disposed of, the approach to raw material sourcing and supply chain sustainability, and potential risk to biodiversity and habitat.

Social

We consider the asset and its quality and fit with a more sustainable economy, including relevance/appropriateness to the locality. The Investment Manager will seek reassurance of good customer and stakeholder relations, including management of land and territorial sea rights and accessibility and social inclusion of access to the asset. We expect strong management and reporting of health and safety as well as good labour management including staff wellbeing, diversity and inclusion practices, appropriate training, fair pay, and reassurance of the absence of modern slavery.

Governance

We scrutinise the management team's responsibility and their ability to promote a corporate governance structure that is accountable and responsive to stakeholders by addressing issues such as boards of directors and trustees, pay structure, ownership and accounting practices.

Examination of governance reveals important information on a company's business ethics, and the Investment Manager looks for evidence of best practice in approaches to tax policy, management of bribery and corruption, conflicts of interest and appropriate senior level ownership of ESG issues.

Climate analysis

Within our initial deal scanning and on-going pre acquisition due diligence, we consider the implications of climate change on the long-term value of the company. Details of our approach to the management of climate risk and opportunity are captured in our TCFD disclosure.

Staying close to the sustainable digital infrastructure agenda

The research we conduct to ensure risks and opportunities are integrated into our decision making process do not stop once we have acquired an asset. Sustainability is a living and developing arena. The Investment Manager's sustainability and investment teams work together to stay on top of emerging issues and will revise topics of analysis as they emerge and evolve.

Close engagement between our portfolio companies and the Investment Manager ensures on-going sharing of insight and experience, creating a valuable network of information. Through membership of the SDIA the teams stay informed of latest activities, collaborations and best practice behaviours and performance. Insight from this forum feeds into the analysis process and influences the expectations we place on portfolio companies.

Contributing to, and learning from, sector knowledge

D9 portfolio company Aqua Comms has contributed data to an international research project run out of New York University, exploring the carbon intensity of fibre, relative to that of data centres. The research aims to empower data-driven strategic decision making in the growth of the digital infrastructure market. This is insight D9 will utilise in our own acquisition strategy.

Preliminary research from the Sustainable Subsea Networks project, a joint academic-industry initiative, shows that subsea cables are an underutilised resource with significant potential for decarbonising the Information and communication Technology (ICT) sector more broadly. Cables and cable landing stations are often omitted from ICT climate impact analyses because their energy needs are significantly smaller than terrestrial data centres or fixed/wireless access network infrastructures. This marginal status, however, is a strength; it means that, whenever latency and data sovereignty concerns are not acute, subsea pathways can be mobilised to route data to and from parts of the world with lower- carbon energy grids or to shifting data from locations where storage is carbon intensive to data centres with advanced sustainability designs. This also reduces the need to deploy redundant edge cache servers. In short, significant climate gains can be made in the future with more cables connecting strategically-located data centres.

Aqua Comms actively participate with appropriate industry bodies. It has recently joined the World Ocean Council. Through this membership it intends to participate in and contribute to a community aligned to the sustainable use, development and stewardship of the world's oceans.

3. Engagement programme

Engagement on sustainability and ESG actions forms an important part of the long-term value add strategy for D9. It is through our engagement programme that we work with our portfolio companies to drive forward improvements in sustainability credentials, support best practice and innovation, and benefit from each other's experience and strengths. This process drives long-term value for our investors, our portfolio and for society at large.

For each acquisition we implement an engagement programme based on the results of our ESG analysis. Programmes are tailored to each portfolio company, but all align to D9's broader strategy - to create a low carbon linked network of connectivity - to materialise. Their strategy is underpinned by two principles:

1. Engagement allows us to invest in assets which offer the right strategic credentials, but where the benefits of our sustainability experience can add value to the asset over the long term.

2. Engagement allows us to guide and support strong sustainability performing companies into positions of market leaders, influencers and innovators. Experience which in turn can benefit other assets within the portfolio.

These two principles underpin the sustainability engagement ambitions for D9. While we are still in the early stages of this programme, initial activities have already generated positive outcomes.

Creating Sustainability Outcomes through Engagement, from acquisition to 31 December 2021

Acquisition	Date entered portfolio	ESG risk/opportunity identified	Action for change
Aqua Comms	04/21	Modern Slavery risk management	Aqua Comm conducted a review of their modern slavery risk and implemented a modern slavery policy.
Aqua Comms	04/21	Emissions data management and reporting	Implementation of a full review of the network and landing sites to implement energy use data collection, to enable emissions calculations. Furthermore, this process led to a review of energy providers and planning for renewable energy on landing sites.
Aqua Comms	04/21	Continue industry engagement	Aqua Comm have joined the World Ocean Council. Aqua Comm CEO was a lead author on a Frontiers publication exploring the use of SMART cables to support climate and ocean observation, sea level monitoring, observations of Earth structure, and tsunami and earthquake early warning and disaster risk reduction, including hazard quantification.
Verne Global	09/21	Health & Safety approach	An opportunity for improvement was identified, which led to Verne Global implementing a new process and policy around health and safety management.

4. Transparency and Governance

There is a strong approach to information sharing and oversight for Sustainability across Triple Point and D9.

The Board, in conjunction with Triple Point's Head of Digital Infrastructure, Thor Johnsen, have oversight of all sustainability risks. These risks are reported into the Company's risk register. The D9 investment team are responsible for completing the D9 risk register, which is owned by the Board. This risk register is reviewed and discussed through the portfolio risk review meeting, involving members of the investment, risk and the sustainability teams. The risk register is reviewed by Risk Committee bi-annually and is presented to the Board on a quarterly basis. The Board are also kept informed of sustainability risks and opportunities facing portfolio companies through updates provided by the investment team and Triple Point's Head of Sustainability, including deep dives into sustainability integration, engagement, target setting and performance.

Responsibility for the ESG integration strategy across Triple Point sits with the Head of Sustainability, Lindsay Smart, who leads the Triple Point Sustainability Team. There are a number of oversight functions in place to ensure the effective implementation of ESG by the Sustainability Team.

Triple Point operates a Sustainability Group which consists of senior partners and managers from across the Investment Manager. This Group meets monthly to discuss Sustainability initiatives and concerns from across the company. The Group is chaired by Triple Point's co-Managing Partner; and both Managing Partners sit on the Group. The Sustainable Investment Sub Group reports to this Group. The sub-Group consists of senior investment team members from across Triple Point's investment strategies. This Group meets every eight weeks to share best practice, latest industry activity and ESG ideas from across the business. This Group can also be called to review a deal which has received a critical level of ESG flag at the due diligence stage, or to act as a sounding board for critical debate should a deal present a complex sustainability profile. A D9 investment opportunity receiving nine or more flags is brought to the Group for opinion which must then be shared within Investment Committee papers.

The Sustainability Team conducts an annual ESG monitoring programme to assess the effectiveness of ESG integration across each of Triple Point's strategies, including D9. Each strategy is subject to a review of their adherence to their strategy's ESG integration policy, and opportunity for development and evolution. The findings of this audit are presented to the Sustainability Group for discussion and further action if appropriate.

The Sustainability Team are also subject to quarterly risk reviews by the risk team, and any identified sustainability risks are recorded on the Triple Point Group risk register, which is reviewed quarterly by the Group's Risk Committee.

The Head of Sustainability also sits on the Risk Committee to ensure that the Group outlook for risk appropriately considers sustainability issues.

Our commitment to strong governance and transparency is also demonstrated in our sustainability- related disclosures in the financial services sector (the "EU Sustainable Finance Disclosure Regulation" or "SFDR").

The Investment Manager as AIFM has determined that D9 is subject to Article 8 of the EU Sustainable Finance Disclosure Regulation. Article 8 applies where a financial product promotes, among other characteristics, environmental or social characteristics, or a combination of those characteristics, provided that the companies in which the investments are made follow good governance practices.

Our full disclosure on our website: https://www.d9infrastructure.com/

The transparency of our sustainability activities is an important aspect of our commitment. The data we provide reflects our SDG9 commitments and the disclosure expectations we respond to in relation to EU Taxonomy requirements and those associated with being subject to Article 8 of the EU Sustainable Finance Disclosure Regulation, and those associated with our commitment to disclose details in line with the expectations of the Task Force for Climate Related Disclosure (TCFD).

The following table shows metrics, for operational and fully owned D9 portfolio companies, which demonstrate our commitment to align with SDG9 through sustainable investment in digital infrastructure and contribution to connectivity.

We will report these metrics each year and look to show progress over time. As this is Year 1 for the strategy comparison is not yet possible, however we are pleased to point to our aggregated PUE value of 1.22 which is stronger than industry best practice (in cool air temperatures) of 1.3. We are also pleased to report growth in connectivity since acquisition of 7%. Also provided is an emissions comparison chart to show how the emissions savings of our largest data centre, compares to an equivalent data centre drawing from a non-renewables grid.

Metrics and data associated with SDG alignment from acquisition to 31 December 2021

SDG 9 alignment	Sub sector	Metric	Units	Verne Global	Aqua Comms	Weighted average (by investment value)
Decarbonisation of digital infrastructure	All sub sectors	Scope 1 and 2 (market-based) emissions intensity	TCO2e/£M revenue	16	23	19
	All sub sectors	Scope 1 and 2 (market-based) emissions intensity	tCO2e/GWh	4	217	93
	Data Centre	Data Centre Power Usage Effectiveness ^(A)	PUE	1.22	n/a	1.22
Increasing connectivity and reducing digital shortfall	Subsea and terrestrial fibre	Points of presence (PoPs)	Number	n/a	17	17
		Fibre distance (operational fibre)	Kilometre	n/a	32,000	32,000
		Growth in network capacity ^(A)	% of terabyte growth	n/a	7%	7%

Notes:

• ^(A) Independent limited assurance has been provided only over 2021 data marked with this symbol. PwC's assurance statement can be found in the annual report. Triple Point's Reporting Principles and Methodologies can be found in Annex 1 of the annual report.

• Data is shown for operational and fully owned D9 portfolio companies

• The weighted average Scope 1 and 2 (location-based) emissions intensities are 42 tCO2e/£M revenue and 134 tCO2e/GWh

• Verne Global's GHG emission results include carbon emissions from geothermal energy, and biogenic carbon and methane emissions from hydropower reservoirs. This reflects Verne Global's energy supplier (Landsvirkjun) approach and is a broader scope than is typical for energy providers in other markets, including the UK. For further details on assumptions associated with calculations in this table please refer to Reporting Principles and Methodologies detail in Annex 1 of the annual report.

• Audited PUE includes power used in construction. The unaudited number excluding construction is 1.18.

The chart below demonstrates context for the emissions for one of our data centres, Verne Global, and shows full year emissions for Verne Global compared to full year emissions for an equivalent data centre operating in the UK at the same efficiency levels.

Contextualising decarbonisation results

Few digital infrastructure strategies report their carbon intensity. When comparing D9s footprint to different sectors, D9's low carbon footprint relative to other sectors is evident.

Strategy	Descriptor	tCo2e/£million⁷
D9	Sustainable digital infrastructure	18.93
iShares US Technology ETF	Large technology companies e.g. Microsoft, Meta, Apple, Alphabet	27.26
iShares Core S&P 500 ETF	An example US economy snapshot	173.21
iShares North American Natural Resources ETF	Oil & Gas	860.84

Notes:

ETF information is MSCI sourced. ETFs are reported in USD and have been converted using Bank of England spot rate for 31st December 2021.

⁷ D9 data is based on £million revenue; ETF data is based on $million sales.

The chart in the annual report demonstrates context for the emissions for our data centre, Verne Global, and shows full year emissions for Verne Global compared to full year emissions for an equivalent data centre operating in the UK or the US using the same amount of energy.

Verne Global's tCO2 emissions are shown to be 98.4% lower than those of an equivalent UK Data Centre and 99.2% lower than those of an equivalent US Data Centre.

Sustainability Chart 1: Emissions Comparison. A data centre with the same energy use as Verne Global, and sourcing average grid mix electricity for each country for calendar year 2021, would produce 26,365 tCO2⁸ if located in the UK and 50,314 tCO2⁹ if located in the US, compared to Verne's 414 tCO2 (Landsvirkjun 2020, market-based).

⁸ UK Government GHG Conversion Factors for Company Reporting

⁹ EPA eGrid 2020 - US Average

Further data requirements

EU Taxonomy requirements and those associated with being subject to Article 8 of the EU Sustainable Finance Disclosure Regulation require disclosure of indicators in accordance with reporting guidance. The following tables provide this information for the Digital 9 Infrastructure investments.

Table 1 refers to data for Verne Global and Aqua Comms. Table 2 refers to data for SeaEdge.

It should be noted that in accordance with the SFDR disclosure guidance we report SeaEdge according to the SFDR Real Estate reporting requirements and all data is reported for the calendar year to 31 December 2021.

Please refer to annual report for SFDR Aligned Data.

Section 172(1) Statement

The Board is committed to promoting the long-term success of the Company whilst conducting business in a fair, ethical, and transparent manner.

The Board makes every effort to understand the views of the Company's key stakeholders and to take into consideration these views as part of its decision making process.

As an investment company, the Company does not have any employees and conducts its core activities through third- party service providers. The Board seeks to ensure each service provider has an established track record, has in place suitable policies and procedures to ensure they maintain high standards of business conduct, treat shareholders fairly, and employ corporate governance best practice.

As a Jersey incorporated entity, the Company voluntarily discloses how the Directors have had regard to the matters set out in section 172(1)(a) to (f) and fulfils the reporting requirements under section 414CZA of the Companies Act 2006 (the "Act").

The following disclosure describes how the Directors have had regard to the matters set out in section 172(1) (a) to (f) when performing their duty under s172 and forms the Directors' statement required under section 414CZA of the Act.

Stakeholder Engagement

Stakeholder	Why is it important to engage?	How have the Investment Manager/Directors engaged?	What were the key topics of engagement?	What was the feedback obtained and the outcome of the engagement?
Shareholders	Shareholders and their continued support is critical to the continuing existence of the business and delivery of our long-term strategy.	The Investment Manager has been heavily engaged with shareholders through the IPO and subsequent fundraises. Given the ongoing restrictions enforced as a result of the Covid-19 pandemic, meetings with shareholder have been held virtually. Directors met with shareholders upon request in advance of IPO and during placing offers. The Board as a whole remain cognisant of shareholder views and during decision making. The Board's shareholder engagement programme is kept under review and is a key focus for the financial year ending 31 December 2022.	An important topic of engagement with shareholders has been sustainability. The Investment Manager has been responsive to due diligence requests on the matter. In early January 2022, the Board considered changing the Company's Investment Policy and conducted a consultation with shareholders before proceeding.	The Company held a consultation to amend the Investment Policy in January 2022. Feedback from the consultation was implemented into the change of Investment Policy which was approved in February 2022.
Investment Manager	The Investment Manager is responsible for executing the Investment Objective within the Investment Policy of the Company.	The Board maintains regular and open dialogue with the Investment Manager at Board meetings and has regular contact on operational and investment matters outside of meetings.	As the relationship has progressed since IPO the Board have been able to provide constructive feedback to the Investment Manager on the content of reporting, which has allowed for more focused discussion. The Board established a risk appetite during the course of the year which provided additional clarity to the Investment Manager on the parameters in which they should operate.	As a result of the engagement between the Board and the Investment Manager, the Group has been able to execute its investment strategy, which has also resulted in the Company raising £845.2 million as at the date of this report.
Portfolio companies	The performance and long-term success of the Company is linked to the performance of the companies in which we invest.	On acquisition of Verne Global, the Investment Manager went to Iceland to visit the site and meet management. The Investment Manager has held regular meetings with the board and management of each of the portfolio companies and received regular reporting including financial.	Once a portfolio company has been acquired the Investment Manager establishes a 180-day plan, which seeks to embed various processes and procedures to ensure the Company receives appropriate reporting. On an ongoing basis the Investment Manager engages with the portfolio companies on matters including finance, ESG and strategy.	A key focus of the 180- day plan has been ESG reporting. At the time of acquisition Aqua Comms did not report data on carbon emissions, the Investment Manager has worked closely with Aqua Comms to improve this and the business now reports Scope 1 and 2 emissions data in line with best practice reporting standards.
Suppliers	The Company's suppliers include third-party service providers, each of which is essential in ensuring the ongoing operational performance of the Company. The Company relies on the performance of third- party service providers to undertake all its main activities.	The Board maintains close working relationships with all its key advisers. The Management Engagement Committee has responsibility for overseeing and monitoring the performance of each supplier. A detailed annual assessment is undertaken of each supplier to ensure they continue to fulfil their duties to a high- standard.	As it was the Company's first year in operation, the Management Engagement Committee did not meet to review the performance of service providers, but will meet and conduct a review in the financial year ending 31 December 2022.	As relationships have developed, the Board has been open in providing feedback to its service providers to make clear their expectations.
Regulators	Engagement with the regulator is imperative to the Company's ability to operate.	During the period the Company has had to engage with various regulators (including the Financial Conduct Authority and Jersey Financial Services Commission) on a number of different matters.	Following the acquisition of Aqua Comms the Company has undertaken a change of control process with the Federal Communications Commission in the US, without which the acquisition of Aqua Comms could not have been successful.	Without engagement with the regulator the Company would not have been able to complete additional equity raises, acquisitions or its change of investment policy.

Principal Decisions

Principal decisions have been defined as those that have a material impact to the Group and its key stakeholders. In taking these decisions, the Directors considered their duties under section 172 of the Act.

Equity Raises

Following the Company's IPO in March 2021, two subsequent equity raises were completed in June and September 2021, followed by a further fundraise in January 2022, raising total gross proceeds of £845.2 million. The additional equity enabled the Company to complete acquisitions of attractive assets, ultimately aiding in the achievement of the Company's investment objective.

Deployment of capital

During the year, deployment of the IPO proceeds and subsequent fundraises, has been a focus for the Company. The Board considered each investment in the context of the Company's Investment Policy, potential returns to investors and also from a sustainability perspective.

Change of Investment Policy

In January 2022, the Company held a consultation with shareholders regarding proposed changes to the Investment Policy. The Board felt it important to consult with shareholders in advance of publishing the circular, in order to provide an opportunity for shareholders to share their views. As a result of the consultation, the wording of the Investment Restriction was amended such that "…the Company will not invest more than 25% of Adjusted Gross Asset Value in any single asset or Investee Company. When the Gross Asset Value reaches £2 billion (as notified by the Company in its annual or half year financial results report), this restriction will change to 20% of Adjusted Gross Asset Value." This is in recognition of the growth aspirations of the Company. The change of Investment Policy was approved by shareholders and became effective on 27 February 2022.

RISK MANAGEMENT

Framework

The Board and the Investment Manager recognise that risk is inherent in the operation of the Company and are committed to effective risk management to ensure that shareholder value is protected and maximised.

As an externally managed investment company, we outsource key services to the Investment Manager and other service providers and rely on their systems and controls. The Board has ultimate responsibility for risk management and internal controls within the Company and has convened a Risk Committee to assist it in these responsibilities. The Risk Committee undertakes a formal risk review twice a year to assess and challenge the effectiveness of our risk management and to help define risk appetite and controls to manage risks within that appetite, particularly those which would threaten its business model, future performance, solvency, valuation, liquidity or reputation. Further details of the Risk Committee's activities can be found in the Risk Committee Report in the annual report .

The Investment Manager has responsibility for identifying potential risks at an early stage, escalating risks or changes to risk and relevant considerations and implementing appropriate mitigations which are recorded in the Group's risk register. Where relevant the financial model is stress tested to assess the potential impact of recorded risks against the likelihood of occurrence and graded suitably. In assessing risks, both internal and external controls and factors that could mitigate the risk are considered. A post mitigation risk score is then determined for each principal risk. The Board regularly reviews the risk register to ensure gradings and mitigating actions remain appropriate.

Risk appetite

Managing risk is fundamental to the delivery of the Company's strategy, and this is achieved by defining risk appetite and managing risks within that appetite. Risk appetite is the level of risk the Company is willing to take to achieve its strategic objectives. The Board is responsible for setting the Company's risk appetite and ensuring that the Company operates within these parameters. The Board has a defined risk appetite for each risk and has implemented controls to manage risks within that appetite, particularly those which would threaten its business model, future performance, solvency, valuation, liquidity or reputation. Risk appetite is identified by reference to the same impact and probability criteria as the risk evaluation.

The Board has reviewed the Company's appetite for each of the principal risks set out below. The Company seeks to take risk in executing its strategy and in line with its Investment Policy. The Company's risk management framework is designed to manage rather than eliminate the risk of failure to achieve objectives and breaches of risk appetite.

The Board will review and monitor the Group's risk appetite on an annual basis to ensure that it remains appropriate and consistent with the Investment Policy.

Principal Risks and Uncertainties

The table below sets out what we believe to be the principal risks and uncertainties facing the Group. The table does not cover all of the risks that the Group may face. The Board defines the Group's risk appetite, enabling the Group, in both quantitative and qualitative terms, to judge the level of risk it is prepared to take in achieving its overall objectives. Additional risks and uncertainties not presently known to management or deemed to be less material at the date of this report may also have an adverse effect on the Group.

	Risk Category	Risk Description	Risk Impact	Risk Mitigation	Impact	Likelihood	Appetite
1.	External - Business Interruption	Interruptions or poor-quality services as a result of failure of infrastructure, equipment and/or third-party networks.	D9's investee companies rely on infrastructure and technology to provide their customers with a highly reliable service. There may be a failure to deliver this level of service as a result of numerous factors. Failure to deliver may breach performance conditions in contracts with customers and therefore affect revenue streams, which in turn could impact the performance of D9 and therefore adversely impact the NAV.	There are appropriate insurances in place to cover issues such as accidental damage and power issues. Furthermore, the Digital Infrastructure Investments in which the Group invests use proven technologies, typically backed by manufacturer warranties, when installing applicable machinery and equipment.	Moderate to High	Moderate to Low	Medium
2.	Operational - Regulation	D9 acquires Digital Infrastructure Investments which operate in a highly regulated sector and which will be subject to the different regulatory regimes of all the countries in which they operate.	Failure of D9's investee companies to comply with their regulatory obligations and/or maintain a relevant permit or licence may result in sanctions from the applicable regulator including fines and/or the revocation of its authorisation to provide services. This could result in the relevant infrastructure ceasing to be operable and possibly subject to decommissioning requirements which may in turn, have a material adverse effect on the performance of the Company, the NAV, the Company's earnings and returns to Shareholders.	Experts are engaged to ensure compliance with all relevant regulations. Thorough due diligence is carried out prior to completing on investments to assess the likelihood of regulatory risk taking place and in what shape it may do so. After completion, the Investment Manager and Investee Companies maintain a frequent and ongoing dialogue on the subject to ensure compliance and preparedness for any change.	Moderate to High	Moderate	Medium
3.	Business - Key Personnel	Dependence on key personnel within investee companies level and the Investment Manager.	Key personnel leaving or being incapacitated long term could impact the performance of an investee company or Investment Manager and therefore adversely impact the NAV of the Company.	The Company will ensure that appropriate incentive and succession plans in place to mitigate any key person risk.	Moderate	Moderate	Medium
4.	External - Competition	There are two key types of competition risk which the Company faces. Firstly a well-funded competitor acquiring market share in the markets which The Company's investee companies operate, that may adversely affect the revenue and margins of the Company's investments. The second is the competitive market for target acquisitions.	Increased competition could make it harder for the investee companies to access good pricing and gain market share. Increasing competition in the Digital Infrastructure sector has also led, in certain markets, to declines in prices the operators of such assets are able to charge for the services provided. The Company invests in an increasingly competitive environment, as new investors seek to invest into the sector from traditional infrastructure or other sectors, and global content companies, such as the FAANGs, may choose to invest in the infrastructure directly, rather than as a customer. Such competition creates pricing risk when bidding on target acquisitions, with EBITDA multiples increasing, which drives higher pricing. This could result in the Company being out- bid on a particular asset or paying a premium which, in turn, could impair D9's ability to deploy funds therefore affecting the NAV, the Company's earnings and returns to Shareholders.	Frequent communication between the Company and its investee companies will lead to innovative and reactive thinking regarding its services to remain competitive and adapt to emerging technologies and customer preferences. The Investment Manager carries out thorough due diligence and applies realistic assumptions before acquiring assets to ensure the total return target can be met. Where possible, the Investment Manager seeks to secure off-market assets with strategic benefits through an alignment with D9's existing investee companies, thus avoiding competitive bidding situations.	Moderate	Moderate	High
5.	Business - Data Security	Digital Infrastructure Investments, in particular data centre assets, may be vulnerable to security breaches which could include unauthorised access to computer systems, loss or destruction of data, computer viruses, malware, distributed denial-of-service attacks or other malicious activities. In addition, attempts may be made to access the IT systems and data used by the Investment Manager, Administrator and other service providers through a cyber attack or malicious breaches of confidentiality.	Increased regulation, laws, rules and standards related to cyber security, could impact the Company's reputation or result in financial loss through the imposition of fines. Suffering a cyber breach will also generally incur costs associated with repairing affected systems, networks and devices. The effect of a cyber security breach may result in reputational damage which may affect relationships D9 has with partners, investors and other third parties, impair the ability of the Company to operate and/or expose D9 to fines and penalties which could have an effect on the Company's revenue and ultimately the Company's NAV.	Cyber security policies and procedures implemented by key service providers are reported to the Board regularly to ensure conformity. Thorough third- party due diligence is carried out on all suppliers engaged to service the Company. All providers have processes in place to identify cyber security risks and apply and monitor appropriate risk plans. Each of the portfolio companies manages their own data security appropriately according to the level of risk t heir business is exposed to.	Moderate to High	Low to Moderate	Medium
6.	Business - Portfolio concentration	The risk that the Company has invested in a concentrated pool of investments or sector of the market.	If a particular investment or sector that the Company has a large exposure to underperforms, investment performance could be negatively impacted.	The Company has been established with a specific investment criteria as set out in the Prospectus. The Company make a series of investments during its life spread across targeted jurisdictions (UK/US and Europe) and in a diversified portfolio of Digital Infrastructure Investments which provide key infrastructure for global data transfer (subsea fibre-optic networks, wireless networks and terrestrial fibres) and data storage (data centres), to reduce the concentration risk by diversification.	Moderate	Moderate	Low. The Company is currently outside its risk appetite in relation to Portfolio Concentration. The company has a strong pipeline of opportuni ties that, when executed, will bring this risk back within appetite
7.	Financial - Availability of capital	The Company's ability to access further capital, either equity or debt, will limit our ability to grow and pay a progressive dividend.	Without sufficient capital at sustainable rates, we will be unable to pursue suitable investments in line with our Investment Policy. This would significantly impair our ability to pay dividends to shareholders at the targeted rate.	The Company completed on a new syndicated RCF for £300 million on 15 March 2022 that will be used to fin a nce acquisitions on a short-term basis. As the fund grows and matures, D9 will assess its options with regard to an accordion facility and/or further equity capital raising.	High	Moderate	Medium
8.	Corporate - Third Party Management	Reliance on the Investment Manager.	We rely on the Investment Manager's services and its reputation in the Digital Infrastructure market. As a result, our performance will, to a large extent, depend on the Investment Manager's abilities in the market. Termination of the Investment Management Agreement would severely affect ourability to effectively manage our operations and may have a negative impact on theshare price of the Company.	Unless there is a default, either party may terminate the Investment Management Agreement by giving not less than 12months' written notice, with such notice not to be served before the fourthanniversary of thedate of the IPO. The Board will regularly review and monitor the Investment Manager's performance. In addition, the Board meets regularlywith the Manager to ensure that we maintain a positiveworking relationship.	Moderate	Low to Moderate	Medium
9.	Business - Performance of portfolio companies	The Company's investment performance is dependent on the performance of its portfolio performance	In the event there is under-performance in any of the Company's portfolio investments, the Company may be at risk of not delivering target returns.	The Investment Manager ensures due diligence is carried out on all new investments and where possible third party valuations will be obtained. The Investment Manager ensures the Company's portfolio is actively monitored. This ensures any under-performance is identified early and allows corrective action to be taken.	Moderate	Moderate	Medium
10.	Financial - deployment and cash drag	The Investment Manager is not able to source a sufficient number of suitable investments within a reasonable timeframe whether by reason of lack of demand, competition or otherwise.	This could result in a greater proportion of the Company's assets being held in cash for longer than anticipated and the Company's ability to achieve its investment objective will be adversely affected and result in reduced IRR to investors.	A significant portion of the Company's capital has been invested in cash generative businesses providing material contribution to dividend cover. The Company also has a very strong pipeline of future investments.	Moderate	Moderate	Medium

Emerging Risks

Introduction of, or amendment to laws, regulations, or technology (especially in relation to climate change)

The global ambition for a more sustainable future has never been greater, particularly in light of recent events such as Covid-19 and various climate-related events across the globe. There is increasing pressure for governments and authorities to enforce green-related legislation. This could materially affect organisations which are not set up to deal with such changes in the form of financial penalties, operational and capital expenditure to restructure operations and infrastructure, or even cease certain activities.

As part of our purpose-driven investment strategy and thorough ESG due diligence process, we will continue to actively seek acquisitions that deliver on sustainability targets and are aligned with our ambition to decarbonise digital infrastructure.

Global supply chain pressure

As a result of Covid-19, global supply chains are showing increasing signs of pressure. This could result in delays in the supply of key hardware required to maintain or improve infrastructure. As part of our ongoing monitoring of investments and assessment of new opportunities, supply chain pressures will be considered and, where necessary, mitigation plans will be put in place.

Development of disruptive technology

The digital infrastructure sector is constantly evolving. As a result, there is a risk that disruptive technology emerges which results in current digital infrastructure assets becoming obsolete. The Company constantly monitors the emerging technology trends with digital infrastructure to ensure investee companies evolve their business models where required and new investment opportunities are accurately assessed.

New capital raised

There are an increasing number of companies focusing on digital infrastructure and as such increasing capital being raised into the sector. The Company is confident that it has a competitive advantage due to the focus and breadth of digital infrastructure experience it holds. However, as competition increases, the availability of capital is likely to decrease.

Rising inflation and interest rates

Material increases in inflation could adversely impact construction costs for both data centres and subsea cables. This is partially mitigated by the ability of the investee companies to pass through this increase to customers in the form of higher prices and indexation.

Rising interest rates could impact the discount rates used in the Company's valuations and therefore its ability to raise NAV in future, even if investee companies grow their cash flows in line with forecasts. In a rising interest rate environment it is expected that investee companies will be in a position to increase prices which would partially mitigate this risk.

Going Concern and Viability

Going Concern

The Strategic Report and financial statements have set out the current financial position of the Company and its investments in its underlying subsidiaries. The Board has regularly reviewed the position of D9 and its ability to continue as a going concern in Board meetings throughout the year. The Group has targeted high-quality properties in line with yield expectations and will continue to analyse investment opportunities to ensure that they are the right fit for the Group.

The Company has invested £462 million including transaction costs up to 31 December 2021. The cash balance of the Company at year end was £11.3 million, the remaining uninvested cash of £237 million is held by its wholly owned subsidiary Digital 9 Holdco Limited for investment purposes.

The Company was admitted to trading on the Specialist Fund Segment of the Main Market of the London Stock Exchange on 31 March 2021, which was a year after the UK entered into its first lockdown in response to the Covid-19 pandemic. As a result, the Investment Manager and Administrator had already successfully implemented business continuity plans to ensure business disruption was minimised and had been operating effectively whilst working remotely. All staff are able to continue to assume their day-to-day responsibilities. To date, Covid-19 has not impacted the Company's ability to continue as a going concern. As a result, the Directors believe that the Company is still well placed to manage its financing and other business risks and will remain viable, continuing to operate and meet its liabilities as they fall due despite the risk of Covid-19.

The Board believes that there are currently no material uncertainties in relation to the Company's ability to continue for a period of at least 12 months from the date of the approval of the Company's financial statements and, therefore, has adopted the going concern basis in the preparation of the financial statements, please see Note 2 of the financial statements for more information.

Viability Statement

In accordance with Principle 21 of the AIC Code, the Board has assessed the prospects of the Group over a period longer than 12 months required by the relevant "Going Concern" provisions. The Board has considered the nature of the Group's assets and liabilities, and associated cash flows, and has determined that five years, up to 31 December 2026, is the maximum timescale over which the performance of the Group can be forecast with a material degree of accuracy and therefore is the appropriate period over which to consider the viability.

In determining this timescale, the Board has considered the following:

· That the business model of the Group assumes the future growth in its investment portfolio through the acquisition of a diversified portfolio of digital infrastructure investments which are intended to be held for the duration of the viability period.

· On 15 March 2022 the Company secured a floating rate Revolving Credit Facility with an initial term of three years which may be extended by a further year to March 2026.

· Market Comparisons have been considered to similar funds in the infrastructure space who apply a five-year forecast in their viability statements. It would seem appropriate to benchmark to similar funds.

· In assessing the Company's viability, we carried out a robust assessment of the emerging risks and principal risks facing the Group, including those that would threaten its business model, future performance, solvency, liquidity and dividend cover for a five-year period.

In assessing the Company's viability, the Board has carried out a robust assessment of the emerging risks and principal risks facing the Group, including those that would threaten its business model, future performance, solvency, liquidity and dividend cover for a five-year period.

The Directors' assessment has been made with reference to the principal risks and uncertainties and emerging risks summarised above and how they could impact the prospects of the Company both individually and in aggregate.

The business model was subject to a sensitivity analysis, which involved flexing a number of key assumptions underlying the forecasts. The sensitivities performed were designed to provide the Directors with an understanding of the Company's performance in the event of a severe but plausible downturn scenario, taking full account of mitigating actions that could be taken to avoid or reduce the impact or occurrence of the underlying risks outlined below:

· Inflation: 8% for 2022, 2023, 4% for 2024, 2025 and return to long-term target of 2% thereafter.

· Interest rates: increase the margin by 2.00% in response to the current economic climate.

· Distributions from investments: apply a discount of 16% to all portfolio investments. This figure is arrived at by removing each investment's largest revenue contributor indefinitely from the revenue stream. We have then weighted the Net Operating Profit After Tax ("NOPAT") margin to the revenues generated from those customers to arrive at a D9 weighted NOPAT margin from its revenue-generating investments.

· Portfolio valuations: apply a discount of 16% to the portfolio valuations, in line with the loss in dividends paid up to D9.

The outcome in the downturn scenario on the Company's covenant testing is that there are no breaches, and the Company can maintain a covenant headroom on the existing facility.

In the downturn scenario mitigating actions would be to reduce variable costs to enable the Group to meet its future liabilities.

The remaining principal risks and uncertainties, whilst having an impact on the Company's business, are not considered by the Directors to have a reasonable likelihood of impacting the Company's viability over the five-year period.

Based on the results of this analysis, the Directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due for the next five years.

Board Approval of the Strategic Report

The Strategic Report has been approved by the Board of Directors and signed on its behalf by the Chair.

Jack Waters

Chair

16 March 2022

AUDITED ANNUALFINANCIAL STATEMENTS

For the period from 8 January 2021 to 31 December 2021

STATEMENT OF COMPREHENSIVE INCOME

For the periodfrom 8 January 2021to 31 December2021

		Revenue	Capital	Total
	Note	£'000	£'000	£'000
Income
I ncome from investments held at fair value	5	2,923	-	2,923
Gains on investments held at fair value	9	-	45,502	45,502
Interest income		14	-	14
Total income		2,937	45,502	48,439

Expenses
Acquisition expenses	9	-	(5,516)	(5,516)
Investment management fees	6	(2,214)	(738)	(2,952)
Other operating expenses	7	(1,012)	(648)	(1,660)
Total operating expenses		(3,226)	(6,902)	(10,128)

Operating (loss)/profit		(289)	38,600	38,311

Finance expense		(2)	-	(2)
(Loss)/profit on ordinary activities before taxation		(291)	38,600	38,309

Taxation	8	-	-	-

(Loss)/profit and total comprehensive (expense)/income attributable to shareholders		(291)	38,600	38,309


(Loss)/earnings per ordinary share - basic and diluted (pence)	20	(0.07p)	9.84p	9.77p

The total column of this statement is the Statement of Comprehensive Income of the Company prepared in accordance with International Financial Reporting Standards as adopted by the European Union. The supplementary revenue return and capital columns have been prepared in accordance with the Association of Investment Companies Statement of Recommended Practice (AIC SORP).

All revenue and capital items in the above statement derive from continuing operations. The Company does not have any other income or expenses that are not included in the net profit for the year. The net profit for the year disclosed above represents the Company's total comprehensive income.

This Statement of Comprehensive Income includes all recognised gains and losses.

The accompanying notes form part of these Financial Statements.

STATEMENT OF FINANCIAL POSITION

As at 31 December 2021

		31 December 2021
	Note	£'000

Non-current assets
Investments at fair value through profit or loss	9	746,229
Total non-current assets		746,229

Current assets
Trade and other receivables	10	228
Cash and cash equivalents	11	11,311
Total current assets		11,539

Total assets		757,768


Current liabilities
Trade and other payables	13	(1,912)
Total current liabilities		(1,912 )


Total net assets		755,856

Equity attributable to equity holders
Stated capital	14	717,547
Capital reserve		38,600
Revenue reserve		(291)
Total Equity		755,856

Net asset value per ordinary share - basic and diluted	21	104.62p

The Financial Statements were approved and authorised for issue by the Board on 16 March 202 2 and signed on its behalf by:

Jack Waters

Chair

16 March 2022

The accompanying Notes are an integral part of thisstatement.

S TATEMENT OF CHANGES IN EQUITY

For the periodfrom 8 January 2021 to31 December 2021

Period from 8 January 2021 to 31 December 2021	Note	Stated capital £'000	Capital reserve £'000	Revenue reserve £'000	Total equity £'000

Balance at 8 January 2021		-	-	-	-

Transactions with owners
Ordinary shares issued	14	750,000	-	-	750,000
Share issue costs	14	(14,616)	-	-	(14,616)
Dividends paid	15	(17,837)	-	-	(17,837)
Profit/(loss) and total comprehensive income/(expense) for the period		-	38,600	(291)	38,309

Balance at 31 December 2021		717,547	38,600	(291)	755,856

The accompanying Notes are an integral part of thisstatement.

STATEMENT OF CASH FLOWS

For the periodfrom 8 January 2021 to31 December 2021

		8 January 2021 to 31 December 2021
	Note	£'000
Cash flows from operating activities
Profit on ordinary activities before taxation		38,309
Adjustments for:
Gains on investments held at fair value	9	(45,502)
Cash flow used in operations		(7,193)

Increase in trade and other receivables		(228)
Increase in trade and other payables		1,898
Net cash outflow from operating activities		(5,523 )

Cash flows from investing activities
Purchase of investments at fair value through profit or loss	9,12	(667,739)
Net cash flow used in investing activities		(667,739)

Cash flows from financing activities
Proceeds from issue of Ordinary Shares	12	717,012
Dividends paid	15	(17,837)
Cost of issue of shares		(14,602)
Net cash flow generated from financing activities		684,573

Net increase in cash and cash equivalents		11,311

Reconciliation of net cash flow to movements in cash and cash equivalents
Cash and cash equivalents at 8 January 2021		-
Net increase in cash and cash equivalents		11,311
Cash and cash equivalents at 31 December 2021	11	11,311

The accompanying Notes are an integral part of thisstatement.

NOTES TO THE F INANCIAL STATEMENTS

For the periodfrom 8 January 2021 to31 December 2021

1. CORPORATE INFORMATION

Digital 9 Infrastructure plc (the "Company" or "D9") is a Jersey registered alternative investment fund, and it is regulated by the Jersey Financial Services Commission as a 'listed fund' under the Collective Investment Funds (Jersey) Law 1988 (the "Funds Law") and the Jersey Listed Fund Guide published by the Jersey Financial Services Commission. The Company is registered with number 133380 under the Companies (Jersey) Law 1991.

The Company is domiciled in Jersey and the address of its registered office, which is also its principal place of business, is 26 New Street, St Helier, Jersey, JE2 3RA.

The Company was incorporated on 8 January 2021 and is a Public Company. The Company's Ordinary Shares were admitted to trading on the Specialist Fund Segment of the Main Market of the London Stock Exchange under the ticker DGI9 on 31 March 2021, following its IPO which raised gross proceeds of £300 million. A further £175 million and £275 million were raised following the second and third equity raise on 10 June 2021 and 1 October 2021 respectively.

The Company's principal activity is investing in a diversified portfolio of critical digital infrastructure assets which contribute to improving global digital communications whilst targeting sustainable income and capital growth for investors.

These financial statements comprise only the results of the Company, as its investment in Digital 9 Holdco Limited ("D9 Holdco") is measured at fair value through profit or loss as detailed in the significant accounting policies below.

The Company has appointed Triple Point Investment Management LLP ("Triple Point") as its Investment Manager (the "Investment Manager") pursuant to the Investment Management Agreement dated 8 March 2021. The Investment Manager is registered in England and Wales under number OC321250 pursuant to the UK Companies Act 2006. The Investment Manager is regulated by the UK Financial Conduct Authority (the "FCA"), number 456597.

These financial statements of the Company from the period of incorporation, 8 January 2021 to 31 December 2021 were authorised for issue in accordance with a resolution of the Directors on 16 March 2022.

2. BASIS OF PREPARATION

Basis of Preparation

The financial statements have been prepared on a going concern basis in accordance with International Financial Reporting Standards ("IFRS") adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union. The financial statements have also been prepared in accordance with IFRS as issued by the International Accounting Standards Board ("IASB") and interpretations issued by the IFRS Interpretations Committee (IFRS IC) to the extent that such standards have been endorsed by the European Union.

The financial statements have been prepared on the historical cost basis, except for certain financial assets measured at fair value. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. The principal accounting policies adopted are set out below.

These financial statements relate to the period from incorporation on 8 January 2021 to 31 December 2021; and as such there is no comparative information for this period. The Company is required to nominate a functional currency, being the currency in which the Company predominantly operates. The functional and reporting currency is pounds sterling, reflecting the primary economic environment in which the Company operates.

Where presentational guidance set out in the Association of Investment Companies Statement of Recommended Practice (the "AIC SORP") is consistent with the requirements of IFRS the Directors have sought to prepare the financial statements on a basis compliant with the recommendations of the AIC SORP. In particular, supplementary information which analyses the Statement of Comprehensive Income between items of a revenue and capital nature has been presented alongside the total Statement of Comprehensive Income.

The preparation of the financial statements requires management to make certain significant accounting estimates. It also requires management to exercise judg e ment in applying the Company's accounting policies. The areas where significant judg e ments and estimates have been made in preparing these financial statements and their effect are disclosed in Note 4.

The principal accounting policies to be adopted are set out below and will be consistently applied, subject to changes in accordance with any amendments in IFRS.

The financial statements incorporate the financial statements of the Company only and are rounded to the nearest thousand, unless otherwise stated.

(a) Going concern

The Company was admitted to trading on the Specialist Fund Segment of the Main Market of the London Stock Exchange on 31 March 2021, which was a year after the UK entered into its first lockdown in response to the Covid-19 pandemic. As a result, the Investment Manager and Administrator had already implemented business continuity plans to ensure business disruption was minimised and had been operating effectively whilst working remotely. All staff are able to continue to assume their day-to-day responsibilities. To date, Covid-19 has not impacted the Company's ability to continue as a going concern. As a result, the Directors believe that the Company is still well placed to manage its financing and other business risks and will remain viable, continuing to operate and meet its liabilities as they fall due despite the risk of Covid-19.

As at 31 December 2021, the Company had cash balance of £11.3 million and the remaining uninvested cash of £237 million is held by its wholly owned subsidiary D9 Holdco for investment purpose. The major cash outflows of the Company are the payment of fees and costs relating to the acquisition of new assets, both of which are discretionary.

The Directors have reviewed Company forecasts and pipeline projections which cover a period of at least 12 months from the date of approval of this report, considering foreseeable changes in investment and the wider pipeline,

On the basis of this review, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for at least 12 months from the date of approval of this report. Accordingly, the going concern basis continues to be adopted in preparing these financial statements.

(b) Investment entities

The sole objective of the Company and through its subsidiary D9 Holdco is to acquire Digital Infrastructure Projects, via individual corporate entities. D9 Holdco will issue equity and loans to finance its investments in the Digital Infrastructure Projects.

The Directors have concluded that in accordance with IFRS 10, the Company meets the definition of an investment entity having evaluated against the criteria presented below that needs to be met. Under IFRS 10, investment entities are required to hold financial investments at fair value through profit or loss rather than consolidate them on a line-by-line basis. There are three key conditions to be met by the Company for it to meet the definition of an investment entity.

For each reporting period, the Directors will continue to assess whether the Company continues to meet these conditions:

1. It obtains funds from one or more investors for the purpose of providing these investors with professional investment management services;

2. It commits to its investors that its business purpose is to invest its funds solely for returns (including having an exit strategy for investments) from capital appreciation, investment income or both; and

3. It measures and evaluates the performance of substantially all its investments on a fair value basis.

The Company satisfies the first criteria as it has multiple investors and has obtained funds from a diverse group of shareholders for the purpose of providing them with investment opportunities to invest in a large pool of digital infrastructure assets.

In satisfying the second criteria, the notion of an investment time frame is critical. An investment entity should not hold its investments indefinitely but should have an exit strategy for their realisation. The intention of the Company is to seek equity interests in digital infrastructure projects that have an indefinite life; the underlying assets that it invests in will have a medium to long - term expected life. The exit strategy for each asset will depend on the characteristics of the assets, transaction structure, exit price potentially achievable, suitability and availability of alternative investments, balance of the portfolio and lot size of the assets as compared to the value of the portfolio. Whilst the Company intends to hold the investments on a medium to long-term basis, the Company may also dispose the investments should an appropriate opportunity arise where, in the Investment Manager's opinion, the value that could be realised from such disposal would represent a satisfactory return on the investment and enhance the value of the Company as a whole.

The Company's Investment Manager, and the Company's Board will regularly review the market and consider whether any disposals should be made.

The Company satisfies the third criteria as it measures and evaluates the performance of all of its investments on a fair value basis which is the most relevant for investors in the Company. Management use fair value information as a primary measurement to evaluate the performance of all of the investments and in decision making.

In assessing whether it meets the definition, the Company shall also consider whether it has the following typical characteristics of an investment entity:

a) it has more than one investment

b) it has more than one investor

c) it has investors that are not related parties of the entity

d) it has ownership interests in the form of equity or similar interests.

As per IFRS 10 a parent investment entity is required to consolidate subsidiaries that are not themselves investment entities and whose main purpose is to provide services relating to the entity's investment activities.

The Directors have assessed whether D9 Holdco satisfies those conditions set above by considering the characteristics of the whole group structure, rather than individual entities. The Directors have concluded that the Company and D9 Holdco are formed in connection with each other for business structure purposes. When considered together, both entities display the typical characteristics of an investment entity.

The Directors are of the opinion that the Company meets the criteria and characteristics of an investment entity and therefore, subsidiaries are measured at fair value through profit or loss, in accordance with IFRS 13 "Fair Value Measurement", IFRS 10 "Consolidated Financial Statements" and IFRS 9 "Financial Instruments".

3. SIGNIFICANT ACCOUNTING POLICIES

(a) Financial Instruments

Financial assets and financial liabilities are recognised on the Company's Statement of Financial Position when the Company becomes a party to the contractual provisions of the instrument. Financial assets are to be derecognised when the contractual rights to the cash flows from the instrument expire or the asset is transferred, and the transfer qualifies for de-recognition in accordance with IFRS 9 Financial Instruments.

The Company did not use any derivative financial instruments during the period.

(i) Financial assets

The Company classifies its financial assets as either investments at fair value through profit or loss or financial assets at amortised cost (e.g. cash and cash equivalents and trade and other receivables). The classification depends on the purpose for which the financial assets are acquired. Management determines the classification of its financial assets at initial recognition.

(ii) Financial asset at fair value through profit or loss

At initial recognition, the Company measures its investments in Digital Infrastructure Projects, through its investment in D9 Holdco, at fair value through profit or loss and any transaction costs are expensed to the Statement of Comprehensive Income. The Company will subsequently continue to measure all investments at fair value and any changes in the fair value are to be recognised as gains or losses through profit or loss within the capital column of the Statement of Comprehensive Income.

IFRS 13 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). When measuring fair value, the Company takes into consideration the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date, including assumptions about risk.

(iii) Financial liabilities and equity

Debt and equity instruments are measured at amortised cost and are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangement.

All financial liabilities are classified as at amortised cost. These liabilities are initially measured at fair value less transaction costs and subsequently using the effective interest method.

(iv) Equity instruments

The Company's Ordinary Shares are classified as equity under stated capital and are not redeemable. Costs associated or directly attributable to the issue of new equity shares, including the costs incurred in relation to the Company's IPO on 31 March 2021 and its subsequent equity raises, are recognised as a deduction in equity and are charged against stated capital.

(b) Finance income

Finance income is recognised using the effective interest method. This is calculated by applying the effective interest rate to the gross carrying amount of a financial asset unless the assets subsequently became credit impaired. In the latter case, the effective interest rate is applied to the amortised cost of the financial asset. Finance income is recognised on an accrual basis.

Borrowing costs are recognised in the Statement of Comprehensive Income in the period to which they relate on an accruals basis.

(d) Fair value estimation for investments at fair value

The fair value of financial investments at fair value through profit or loss is based on the valuation models adjusted in accordance with the IPEV (International Private Equity and Venture Capital) valuation guidelines where appropriate to comply with IFRS 13.

The Company records the fair value of D9 Holdco by calculating and aggregating the fair value of each of the individual investments in which the Company holds an indirect investment. The total change in the fair value of the investment in D9 Holdco is recorded through profit and loss within the capital column of the Statement of Comprehensive Income.

(e) Cash and cash equivalents

Cash and cash equivalents comprise cash balances and deposits held on call with banks. Deposits to be held with original maturities of greater than three months are included in other financial assets.

The Company have not identified material expected credit losses in relation to cash and cash equivalents. The bank institution has high credit ratings assigned by international credit rating agencies .

(f) Trade and other receivables

Trade and other receivables are measured at amortised cost using the effective interest method, less any impairment. They are included in current assets, except where maturities are greater than 12 months after the reporting date, in which case they are to be classified as non-current assets.

The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument to the relevant asset's carrying amount.

Impairment provisions for all receivables are recognised based on a forward-looking expected credit loss model using the simplified approach. The methodology used to determine the amount of the provision is based on whether there has been a significant increase in credit risk since initial recognition of the financial asset. For those where the credit risk has not increased significantly since initial recognition of the financial asset, twelve month expected credit losses along with gross interest income are recognised. For those for which credit risk has increased significantly, lifetime expected credit losses along with the gross interest income are recognised. For those that are determined to be credit impaired, lifetime expected credit losses along with interest income on a net basis are recognised.

(g) Trade and other payables

Trade and other payables are classified as current liabilities if payment is due within one year or less from the end of the current accounting period. If not, they are presented as non-current liabilities. Trade and other payables are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method until settled.

(h) Segmental reporting

The Chief Operating Decision Maker (the "CODM") being the Board of Directors, is of the opinion that the Company is engaged in a single segment of business, being investment in Digital Infrastructure Projects.

The Company has no single major customer. The internal financial information to be used by the CODM on a quarterly basis to allocate resources, assess performance and manage the Company will present the business as a single segment comprising the portfolio of investments in digital infrastructure assets.

(i) Foreign currency transactions and balances

Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the Statement of Comprehensive Income.

(j) Revenue recognition

Gains and losses on fair value of investments in the Statement of Comprehensive Income will represent gains or losses that arise from the movement in the fair value of the Company's investment in D9 Holdco.

Investment income comprises dividend income received from the Company's subsidiary. Interest income is recognised in the Statement of Comprehensive Income using the effective interest method.

Dividend income receivable on equity shares is recognised on the ex-dividend date. Dividend income on equity shares where no ex-dividend date is quoted is brought into account when the Company's right to receive payment is established.

(k) Dividends

Dividends payable are recognised as distribution in the financial statements in the period in which they are paid or when the Company's obligation to make payment has been established .

(l) Fund Expenses

Expenses are accounted for on an accruals basis. Share issue expenses of the Company directly attributable to the issue and listing of shares are charged to stated capital. The Company's investment management fee, administration fees and all other expenses are charged through the Statement of Comprehensive Income.

In order to better reflect the activities of an investment trust company and in accordance with guidance issued by the AIC SORP, supplementary information which analyses the Statement of Comprehensive Income between items of a revenue and a capital nature has been presented alongside the Statement of Comprehensive Income.

Expenses have been charged wholly to the revenue column of the Statement of Comprehensive Income, except as follows:

• expenses which are incidental to the acquisition or disposal of an investment are treated as capital ;

• expenses are treated as capital where a connection with the maintenance or enhancement of the value of the investments can be demonstrated; and

• the investment management fee has been allocated 75% to the revenue column and 25% to the capital column of the Statement of Comprehensive Income in line with the Board's expected long-term split of returns, in the form of income and capital gains respectively, from the investment portfolio.

(m) Acquisition costs and disposals

In line with IFRS 9, acquisition costs and disposals are expensed to the capital column of the Statement of Comprehensive Income as they are incurred for investments which are held at fair value through profit or loss.

(n) Foreign currency translation

The functional and reporting currency is sterling, reflecting the primary economic environment in which the Company operates. Transactions in foreign currencies are translated into sterling at the rates of exchange ruling on the date of the transaction. Foreign currency monetary assets and liabilities are translated into sterling at the rates of exchange ruling at the balance sheet date.

Foreign exchange differences arising on translation are recognised in the Statement of Comprehensive Income as a revenue or capital item depending on the income or expense to which they relate.

(o) Taxation

The tax expense represents the sum of the tax currently payable and deferred tax. The tax currently payable is based on the taxable profit for the year. Taxable profit differs from net profit as reported in the Statement of Comprehensive Income because it excludes items of income or expenses that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that were applicable at the balance sheet date.

Where expenses are allocated between the capital and revenue accounts, any tax relief in respect of expenses is allocated between capital and revenue returns on the marginal basis using the Company's effective rate of corporation tax for the accounting period.

Deferred taxation is recognised in respect of all temporary differences that have originated but not reversed at the financial reporting date, where transactions or events that result in an obligation to pay more taxation in the future or right to pay less taxation in the future have occurred at the financial reporting date. This is subject to deferred tax assets only being recognised if it is considered more likely than not that there will be suitable profits from which the future reversal of the temporary differences can be deducted. Deferred tax is measured on a non-discounted basis, at the average tax rates that are expected to apply in the periods in which the timing differences are expected to reverse based on tax rates and laws that have been enacted or substantively enacted by the balance sheet date .

(p) Standards in issue not yet effective

Certain new accounting standards and interpretations have been published, that are not yet effective for 31 December 2021 reporting periods and have not been early adopted by the Company. These standards, listed below, are not expected to have a material impact on the Company in the current or future reporting periods and on foreseeable future transactions.

(a) Amendments to IAS 16 Property, Plant and Equipment: Proceeds before Intended Use .

(b) Amendments to IAS 37 Provisions, Contingent Liabilities and Contingent Assets: Onerous Contracts - Cost of Fulfilling a Contract .

(d) Annual Improvements to IFRS Standards 2018-2020 .

New and revised standards effective for the year

Their adoption has not had any material impact on the disclosures or on the amounts reported in these consolidated financial statements. The most significant of these standards are set out below.

(a) C ovid -19-related Rent Concessions beyond 30 June 2021 (Amendment to IFRS 16) - Applicable to annual reporting periods beginning on or after 1 April 2021 .

(b) Interest Rate Benchmark Reform - Phase 2 (Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16) - Applicable to annual reporting periods beginning on or after 1 January 2021.

4. ACCOUNTING JUDGEMENTS , ESTIMATES AND ASSUMPTIONS

In the application of the Company's accounting policies, which are described in Note 3, the Directors are required to make judgements, estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses. It is possible that actual results may differ from these estimates.

(a) Significant accounting judgements

(i) Investment entity

As discussed above in Note 2(b), in the judgement of the Directors, the Company meets the definition of an investment entity as defined in IFRS 10 and therefore its subsidiary entities have not been consolidated in these financial statements.

(b) Key sources of estimation uncertainty

The estimates and underlying assumptions underpinning our investments are reviewed on an ongoing basis by both the Board and the Investment Manager. Revisions to any accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

(i) Fair value measurement of investments at fair value through profit or loss

The fair value of investments in Digital Infrastructure Projects is calculated by discounting at an appropriate discount rate future cash flows expected to be generated by the trading subsidiary companies and received by D9 Holdco, through dividend income and equity redemptions and adjusted in accordance with the IPEV (International Private Equity and Venture Capital) valuation guidelines where appropriate to comply with IFRS 13 and IFRS 9.

Estimates such as the cash flows are believed to be reasonable under the circumstances, the results of which form the basis of making judgements about the fair value of assets not readily available from other sources. Discount rates used in the valuation represent the Investment Manager's and the Board's assessment of the rate of return in the market for assets with similar characteristics and risk profile.

In the income approach, the discounted cash flow from revenue is forecasted over a fifteen-year period followed by a terminal value based on a long-term growth rate. The discounted cash flow comprises a bottom-up analysis of the weighted average cost of capital over time, using unobservable inputs; and calculation of the appropriate beta based on comparable listed companies.

The following significant unobservable inputs were used in the model:

· Discount rates range from 9.2% to 13.1%

· Inflation rate of 3%

· Foreign exchange rates

The Company has also carried out sensitivity analysis of these unobservable inputs and the results are disclosed in Note 8.

5. INVESTMENT INCOME

		8 January 2021 to 31 December 2021
		£'000

UK dividends		2,923
		2,923

6. INVESTMENT MANAGEMENT FEES

	8 January 2021 to 31 December 2021	8 January 2021 to 31 December 2021	8 January 2021 to 31 December 2021
	Revenue	Capital	Total
	£'000	£'000	£'000

Management fees	2,214	738	2,952

The Company and the Investment Manager entered into an Investment Management Agreement on 8 March 2021.

The Company and Triple Point have entered into the Investment Management Agreement pursuant to which the Investment Manager has been given responsibility, subject to the overall supervision of the Board, for active discretionary investment management of the Company's Portfolio in accordance with the Company's Investment Objective and Policy.

As the entity appointed to be responsible for risk management and portfolio management, the Investment Manager is the Company's AIFM. The Investment Manager has full discretion under the Investment Management Agreement to make investments in accordance with the Company's Investment Policy from time to time.

This discretion is, however, subject to: (i) the Board's ability to give instructions to the Investment Manager from time to time; and (ii) the requirement of the Board to approve certain investments where the Investment Manager has a conflict of interest in accordance with the terms of the Investment Management Agreement.

With effect from 31 March 2021, the date of admission of the Ordinary Shares to trading on the Specialist Fund Segment of the Main Market of the London Stock Exchange, the Company shall pay the Investment Manager a management fee (the "Annual Management Fee") calculated, invoiced and payable quarterly in arrears based on the Adjusted Net Asset Value which is based on funds deployed and committed at the relevant quarter date.

The total amount due to Triple Point at the year end was £1.26 million.

The management fee is calculated at the rates set out below:

Adjusted Net Asset Value			Annual Management Fee (% of Adjusted Net Asset Value)

Up to and including £500 million			1.0%
Above £500 million up to and including £1 billion			0.9%
Exceeding £1 billion			0.8%

The management fee from 31 March 2021 to 30 June 2021 has been accrued at 1% based on total funds deployed and committed from admission to 30 June 2021.

For the period from 1 July 2021, in the event that less than 75 per cent of the net proceeds from the issue of shares have been deployed, Adjusted Net Asset Value is the Current Net Asset Value at the previous reporting date adjusted as follows:

(a) Deduction from the Current Net Asset Value for undeployed and uncommitted cash balances

(b) Addition to the Current Net Asset Value the amount equal to the total funds (if any) deployed after the Current Net Asset Value Date and before the end of the relevant Quarter.

In the event that 75 % or more of the net proceeds of all relevant issues have been deployed there will be no deduction from the Current Net Asset Value for any undeployed cash balances .

7. OTHER OPERATING EXPENSES

				8 January 2021 to 31 December 2021
				£'000
Allocated to Revenue:
	Legal and professional fees	153
	Auditors' fees - audit services 1	180
	Auditors' fees - non-audit services 2	111
	Directors' fees	181
	Administration and company secretarial fees	163
	Other administrative expenses	224
		1,012
Allocated to Capital:
	Aborted deals costs	648
			1,660

1 - Fees presented include VAT but exclude audit fees on the financial statements of subsidiaries totalling £271,000.

2 - Fees for non-audit services relate to the review of interim financial statements and assurance on environmental, social and corporate governance. Total fees for non-audit services performed by the Company's auditors for the subsidiary companies was £166,000 .

8. TAXATION

The Company is registered in Jersey, Channel Islands but resident in the United Kingdom for taxation. The standard rate of corporate income tax currently applicable to the Company is 19%.

The interim financial statements do not directly include the tax charges for the Company's intermediate holding company, as D9 Holdco is held at fair value. D9 Holdco is subject to taxation in the United Kingdom.

The tax charge for the period is less than the standard rate of corporation tax in the UK of 19%. The differences are explained below.

	8 January 2021 to 31 December 2021
	Revenue	Capital	Total
	£'000	£'000	£'000

Net (loss)/profit before tax	(291)	38,600	38,309

Tax at UK corporation tax standard rate of 19%	(55)	7,334	7,279
Effects of:
Gain on financial assets not taxable	-	(8,645)	(8,645)
Exempt UK dividend income	(555)	-	(555)
Acquisition expenses not allowable	-	1,048	1,048
Other disallowed expenses	-	123	123
Excess of allowable expenses	610	140	750
	-	-	-

Investment companies which have been approved by HM Revenue & Customs under section 1158 of the Corporation Tax Act 2010 are exempt from tax on capital gains. The Directors are of the opinion that the Company has complied with the requirements for maintaining investment trust status for the purposes of section 1158 of the Corporation Tax Act 2010. The Company has not provided for deferred tax on any capital gains or losses arising on the revaluation of investments.

The Company has unrelieved excess management expenses of £750. It is unlikely that the Company will generate sufficient taxable profits in the future to utilise these expenses and therefore no deferred tax asset has been recognised.

The unrecognised deferred tax asset calculated using a tax rate of 25% amounts to £187. The Finance Act 2021 received Royal Assent on 10 June 2021 and the rate of Corporation Tax of 25% effective from 1 April 2023 has been used to calculate the potential deferred tax asset.

9. FINANCIAL ASSET AT FAIR VALUE THROUGH PROFIT OR LOSS

As set out in Note 2, the Company designates its interest in its wholly owned direct subsidiary as a financial asset at fair value through profit or loss.

Summary of the Company's valuation:

		31 December 2021
		£'000

Opening balance on incorporation		-
Investments in D9 Holdco*		700,727
Change in fair value of investments		45,502
As at 31 December 2021		746,229

* D9 Holdco was incorporated as a 100% subsidiary undertaking and the amount reflects the Company's investments through D9 Holdco

Following the successful IPO, the Company acquired in its entirety Aqua Comms Designated Activity Company ("Aqua Comms DAC") on 1 April 2021 for £170 m illion . On 30 June 2021, the Company transferred its investment in Aqua Comms DAC to its 100% subsidiary, D9 Holdco in return for equity.

During the year, the Company through its subsidiary companies made further commitments and acquisitions as follows:

Date	Entity	Acquisition and investment	Value
7 Jul 2021	Digital 9 Subsea Limited	EMIC-1 - Development of subsea and terrestrial fibre assets between Europe, the Middle-East and India	£22m
4 Sep 2021	Digital 9 DC Limited	Verne Holdings Limited - Data centre operator in Iceland	£231m
2 Dec 2021	Digital 9 SeaEdge Limited	SeaEdge UK1 - Data centre asset and subsea fibre landing station in Newcastle	£15m

Acquisition expenses totalling £5.5 million relating to the acquisition of Aqua Comms DAC by the Company have been expensed to the Statement of Comprehensive Income in line with the accounting treatment under IFRS 9.

Valuation process

The Investment Manager includes a team that is responsible for carrying out the fair valuation of financial assets for financial reporting purposes, including level 3 fair valuations. This valuation is presented to the Board for its approval and adoption. The valuation is carried out on a six-monthly basis as at 30 June and 31 December each year and is reported on to Shareholders in the annual report and financial statements.

Valuation methodology

The Company owns 100% of its subsidiary D9 Holdco. The Company meets the definition of an investment entity as described by IFRS 10, as such the Company's investment in D9 Holdco is valued at fair value. D9 Holdco's cash, working capital balances and fair value of investments are included in calculating fair value of D9 Holdco. The Company acquires underlying investments in SPVs through its investment in D9 Holdco.

The Investment Adviser has carried out fair market valuations of the SPV investments as at 31 December 2021 and the Directors have satisfied themselves as to the methodology used, the discount rates and key assumptions applied, and the valuations. All SPV investments are at fair value through profit or loss and are valued using the IFRS 13 framework for fair value measurement. The following economic assumptions were used in the valuation of the SPVs.

The main level 3 inputs used by the group are derived and evaluated as follows:

· The Investment Manager uses its judg e ment in arriving at the appropriate discount rate using a capital asset pricing model to calculate a pre-tax rate that reflects current market assessment. This is based on its knowledge of the market, considering intel ligence gained from its bidding activities, discussions with financial advisers in the appropriate market and publicly available information on relevant transactions. The bottom-up analysis of the discount rate and the appropriate beta is based on comparable listed companies. The applied discount rates range from 9.2% to 13.1%.

· Expected cash inflows are estimated based on terms of the contracts and the Company ' s knowledge of the business and how the current economic environment is likely to impact it taking into consideration growth rate factors.

· Inflation rate of 3%

· Foreign exchange rates of GBP against USD, EUR and ISK

Fair value measurements

As set out above, the Company accounts for its interest in its wholly owned direct subsidiary as a financial asset at fair value through profit or loss.

IFRS 13 requires disclosure of fair value measurement by level. The level of fair value hierarchy within the financial assets or ﬁnancial liabilities is determined on the basis of the lowest level input that is signiﬁcant to the fair value measurement. Financial assets and ﬁnancial liabilities are classified in their entirety into only one of the following 3 levels:

Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 - inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3 - inputs for assets or liabilities that are not based on observable market data (unobservable inputs).

The following table presents the Company's financial assets and financial liabilities measured and recognised at fair value at 31 December 2021:

Total

Quoted prices in active markets (Level 1)

Significant observable inputs

(Level 2)

Significant unobservable inputs

(Level 3)

Date of valuation

£'000

Assets measured at fair value:

Investment in D9 Holdco

31 December 2021

746,229

There have been no transfers between Level 1 and Level 2 during the period, nor have there been any transfers between Level 2 and Level 3 during the year.

The Company's investments are reported as Level 3 in accordance with IFRS 13 where external inputs are "unobservable" and value is the Directors' best estimate, based upon advice from relevant knowledgeable experts.

Fair value measurements using significant unobservable inputs ( L evel 3)

As set out within the significant accounting estimates and judgements in N ote 4(b), the valuation of the Company's financial asset is an estimation uncertainty. The sensitivity analysis was performed based on the current capital structure and expected performance of the Company's investment in D9 Holdco. For each of the sensitivities, it is assumed that potential changes occur independently of each other with no effect on any other base case assumption, and that the number of investments in the SPVs remains static throughout the modelled life. The following table summarises the quantitative information about the significant unobservable inputs used in L evel 3 fair value measurement and the changes to the fair value of the financial asset if these inputs change upwards or downwards by 1%:

Unobservable inputs	*Valuation if rate increases by 1%	Movement in valuation	*Valuation if rate decreases by 1%	Movement in valuation
Unobservable inputs	£'000	£'000	£'000	£'000
Discount rate	737,537	(8,692)	755,137	8,908
Inflation rate	743,501	(2,728)	749,058	2,829
Foreign exchange rates	742,426	(3,803)	750,186	3,957

* - excludes cash balance at valuation date which is not subject to variance in unobservable inputs.

10. TRADE AND OTHER RECEIVABLES

		£'000

Amounts due from subsidiary undertakings		209
Other receivables		19
		228

The Directors consider that the carrying value of trade and other receivables approximate their fair value.

11. CASH AND CASH EQUIVALENTS

		£'000

Amounts due from subsidiary undertakings		209
Other receivables		19
		228

Foreign currency accounts refer to funds held in USD and Euro currencies. Foreign currency balances are subject to foreign currency exchange risks, but the risk is considered insignificant.

The Directors consider that the carrying value of cash and cash equivalents approximate their fair value.

12. NON-CASH TRANSACTIONS

The Company had material non-cash transactions during the period totalling £203 million. Aqua Ventures Limited ("AVL") and Black Forest Funding (Ireland) Designated Activity Company ("Black Forest") have been issued a total of 32,988,339 Ordinary Shares, at an issue price of 100p per share, in part and full payment, respectively, of the consideration payable to AVL and Black Forest for the acquisition of Aqua Comms DAC. This has been deducted from the proceeds from issue of Ordinary Shares.

On 30 June 2021, the Company transferred its investment in Aqua Comms DAC totalling £170.1 million to its 100% subsidiary, D9 Holdco in return for equity.

13. TRADE AND OTHER PAYABLES

	31 December 2021 (unaudited)
	£'000

Accruals	1,912
	1,912

The Directors consider that the carrying value of trade and other payables approximate their fair value. All amounts are unsecured and due for payment within one year from the reporting date.

14. S TATED CAPITAL

Ordinary shares of no par value			31 December 2021
Allotted, issued and fully paid:	No of shares	Price	£'000
Allotted following admission to London Stock Exchange
31 March 2021	300,000,000	100.0p	300,000
10 June 2021	166,666,667	105.0p	175,000
1 October 2021	255,813,953	107.5p	275,000
Ordinary Shares at 31 December 2021	722,480,620		750,000

Dividends paid (Note 15)			(17,837)
Share issue costs			(14,616)
Stated capital at 31 December 2021			717,547

Shareholders are entitled to all dividends paid by the Company and, on a winding up, provided the Company has satisfied all its liabilities, the shareholders are entitled to all of the residual assets of the Company.

On 28 January 2022, the Company raised gross proceeds of £95.2 million via the Placing of new Ordinary Shares. A f urther 88,148,880 Ordinary Shares were admitted to trading on the London Stock Exchange.

15. DIVIDENDS

	Dividend per share	Total dividend
		£'000
Dividend period 31 March 2021 to 30 June 2021	1.5 pence	7,000
Dividend period 1 July 2021 to 30 September 2021	1.5 pence	10,837
		17,837

The Company announced a dividend of 1.5 pence per share equivalent to £ 12.16 million with respect to the period from 1 October 2021 to 31 December 2021 to be paid on or around 31 March 2022 to shareholders on the register on 18 March 2022

16. SUBSIDIARIES

At the reporting date, the Company had one wholly owned subsidiary, being its 100% investment in Digital 9 Holdco Limited. The following table shows subsidiaries of the Company. As the Company is regarded as an Investment Entity as referred to in Note 2, these subsidiaries have not been consolidated in the preparation of the interim financial statements.

Name	Place of business		% Interest	Principal activity	Registered office

Digital 9 Holdco Limited	United Kingdom		100%	Holding company	1 King William Street, London EC4N 7AF
The following companies are held by D9 Holdco Limited and its underlying subsidiaries:
Digital 9 Subsea Limited	United Kingdom		100%	Subsea fibre optic network	1 King William Street, London EC4N 7AF
Digital 9 DC Limited	United Kingdom		100%	Intermediate holding company	1 King William Street, London EC4N 7AF
Digital 9 Fibre Limited	United Kingdom		100%	Intermediate holding company	1 King William Street, London EC4N 7AF
Digital 9 Wireless Limited	United Kingdom		100%	Intermediate holding company	1 King William Street, London EC4N 7AF
Digital 9 Seaedge Limited	United Kingdom	+	100%	Leaseholding company	1 King William Street, London EC4N 7AF
Aqua Comms Designated Activity Company	Ireland		100%	Holding company	The Exchange Building, 4 Foster Place, Dublin 2
Aqua Comms Connect Limited	Ireland	*	100%	Intermediate holding company	The Exchange Building, 4 Foster Place, Dublin 2
America Europe Connect 2 Limited	Ireland	*	100%	Subsea fibre optic network	The Exchange Building, 4 Foster Place, Dublin 2
America Europe Connect 2 Denmark ApS	Denmark	*	100%	Subsea fibre optic network	c/o Bech-Bruun Langeline Alle 35, Copenhagen
North Sea Connect Denmark ApS	Denmark	*	100%	Subsea fibre optic network	c/o Bech-Bruun Langeline Alle 35, Copenhagen
Aqua Comms Management (UK) Limited	United Kingdom	*	100%	Management company	85 Great Portland Street, London W1W 7LT
Aqua Comms Denmark ApS	Denmark	*	100%	Subsea fibre optic network	c/o Bech-Bruun Langeline Alle 35, Copenhagen
Aqua Comms (Ireland) Limited	Ireland	*	100%	Subsea fibre optic network	The Exchange Building, 4 Foster Place, Dublin 2
America Europe Connect Limited	Ireland	*	100%	Subsea fibre optic network	The Exchange Building, 4 Foster Place, Dublin 2
Celtix Connect Limited	Ireland	*	100%	Subsea fibre optic network	The Exchange Building, 4 Foster Place, Dublin 2
Aqua Comms Management Limited	Ireland	*	100%	Management company	The Exchange Building, 4 Foster Place, Dublin 2
Sea Fibre Networks Limited	Ireland	*	100%	Subsea fibre optic network	The Exchange Building, 4 Foster Place, Dublin 2
Aqua Comms (IOM) Limited	Isle of Man	*	100%	Subsea fibre optic network	c/o PCS Limited, Ground Floor, Murdoch Chambers, South Quay, Douglas, IOM IM1 5AS
Aqua Comms (UK) Limited	United Kingdom	*	100%	Subsea fibre optic network	85 Great Portland Street, London W1W 7LT
Aqua Comms Services Limited	Ireland	*	100%	Subsea fibre optic network	The Exchange Building, 4 Foster Place, Dublin 2
America Europe Connect (UK) Limited	United Kingdom	*	100%	Subsea fibre optic network	85 Great Portland Street, London W1W 7LT
America Europe Connect 2 USA Inc	USA	*	49%	Subsea fibre optic network	251 Little Falls Drive, Wilmington, Delaware, 19808 USA
Aqua Comms (Americas) Inc	USA	*	49%	Subsea fibre optic network	3500 South Dupont Highway, Dover, Delaware 19901 Kent, United States
Verne Holdings Ltd	United Kingdom	+	100%	Holding company	Hays Galleria, 1 Hays Lane, London SE1 2RD
Verne Global GmbH	Germany	^	100%	Data centre solutions	Äußere Sulzbacher Straße 118, 90491 Nürnberg
Verne Global hf.	Iceland	^	100%	Data centre operation	Valhallarbraut 868, 262 Reykjanesbaer, iceland
Verne Global Ltd	United Kingdom	^	100%	Data centre solutions	Hays Galleria, 1 Hays Lane, London SE1 2RD
Verne Global Inc.	USA	^	100%	Data centre solutions	1825 Washington Street, Canton MA 02021 USA

* - held by Aqua Comms Designed Activity Company

+ - held by Digital 9 DC Limited

^ - held by Verne Holdings Limited

17. TRANSACTIONS WITH INVESTMENT ADVISERS AND RELATED PARTY DISCLOSURE

Directors

Directors are remunerated for their services at such rate as the directors shall from time to time determine. The Chair receives a director's fee of £55,000 per annum, the senior independent director receives a fee of £45,000 per annum and the other directors of the Board receive a fee of £40,000 per annum.

Director	Number of Ordinary Shares held	Dividends paid
Jack Waters	70,000	£1,800
Lisa Harrington	38,604	£879
Keith Mansfield	58,604	£1,479
Monique O'Keefe	10,000	£300
Charlotte Valeur	10,000	£300

Investment Manager

The Company considers Triple Point as the Investment Manager as a key management personnel and therefore a related party. Further details of the investment management contract and transactions with the Investment Manager are disclosed in Note 6 .

18. EVENTS AFTER THE REPORTING PERIOD

Placing Results

The Company raised a further £95.2 million gross proceeds via Placing of new Ordinary Shares after the period end. On 28 January 2022, 88,148,880 new Ordinary Shares were admitted to trading on the Specialist Fund Segment of the Main Market of the London Stock Exchange.

Investments

On 10 January 2022, the Company announced a further $ 93 million follow-on investments by Digital 9 DC Limited in Verne Global data centre platform over the next 12 months to fund the expansion of capacity by a further 20.7MW. The expansion includes the completion of a new 8.2MW data hall and a further 12.5MW of repurposed capacity for additional enterprise customer demand.

Dividends

The Company will pay a dividend after the period end as detailed in Note 15.

The Directors have determined that there have been no other significant events after the reporting date requiring recognition or disclosure in these financial statements.

Revolving Credit Facility

In March 2022, the Company completed on a new syndicated revolving credit facility ("RCF") for £300 million, led by Royal Bank of Scotland International, including Den Norse Bank (UK), Royal Bank of Canada and Banco Santander. The RCF will be used by the Company to finance acquisitions on a short term basis.

19. ULTIMATE CONTROLLING PARTY

In the opinion of the Board, on the basis of the shareholdings advised to them, the Company has no ultimate controlling party.

20. EARNINGS PER SHARE

Earnings per share ("EPS") amounts are calculated by dividing profit for the period attributable to ordinary equity holders of the Company by the weighted average number of Ordinary Shares in issue during the period. As there are no dilutive instruments outstanding, both basic and diluted earnings per share are the same.

The calculation of basic and diluted earnings per share is based on the following:

	Revenue	Capital	Total

Calculation of Basic Earnings per share
Net profit attributable to ordinary shareholders (£'000)	(291)	38,600	38,309
Weighted average number of ordinary shares	392,462,432	392,462,432	392,462,432

Earnings per share - basic and diluted	(0.07p)	9.84p	9.77p

There is no difference between basic or diluted Loss per Ordinary Share as there are no convertible securities.

There is no difference between the weighted average Ordinary or diluted number of Shares.

Calculation of Weighted Average Number of Shares in Issue

	08-Jan-21	31-Mar-21	10-Jun-21	01-Oct-21	31- Dec-2021
No. of days	358	276	205	92	358
Ordinary Shares
No. of shares
Opening Balance	-	2	300,000,000	466,666,667	-
New Issues	2	299,999,998	166,666,667	255,813,953	722,480,620
Closing Balance	2	300,000,000	466,666,667	722,480,620	722,480,620
Weighted Average	2	231,284,915	95,437,617	65,739,899	392,462,433

21. NET ASSET VALUE PER SHARE

Net Asset Value per share is calculated by dividing net assets in the Statement of Financial Position attributable to Ordinary equity holders of the parent by the number of Ordinary Shares outstanding at the end of the period. Although there are no dilutive instruments outstanding, both basic and diluted NAV per share are disclosed below.

Net asset values have been calculated as follows:

	31 December 2021

Net assets at end of period (£'000)	755,855,727
Shares in issue at end of period	722,480,620

IFRS NAV per share - basic and dilutive	104.62p

22. FINANCIAL RISK MANAGEMENT

The Company is exposed to market risk, interest rate risk, credit risk and liquidity risk in the current and future periods. The Board oversees the management of these risks. The Board's policies for managing each of these risks are summarised below.

Market Risk

The Company's activities are exposed to a potential reduction in demand for internet, data centre or cell network service and competition for assets and services. Whilst the Company seeks to invest in a diverse portfolio of digital infrastructure, demand for the Company's digital infrastructure assets is dependent on demand for internet, data, network or other telecom services and the continued development of the internet. Furthermore, the ongoing use of the infrastructure services D9 is providing requires competitive prices which are cost-effective to the end users. Some factors that could impact the volume of demand or the ability to provide competitive pricing includes:

· continued development and expansion of the internet as a secure communications medium and marketplace for the distribution and consumption of data and video ;

· continued growth in cloud hosted services as a delivery platform ;

· ongoing growth in demand for access to high-capacity broadband ;

· continued focus on technologies, assets and services which can offer competitive pricing and high-quality reliable services ; and

· continued partnership with suppliers and hyperscalers to maintain and provide the most cost-effective access .

Variations in any of the above factors can affect the valuation of assets held by the Company and as a result impact the financial performance of the Company.

Market risk arising from foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument translated into GBP will fluctuate because of changes in foreign exchange rates.

The Company had the following foreign currency balances and their GBP equivalents at the end of the reporting period :

	USD	EUR	GBP
	$'000	€'000	£'000
Bank balances	5	28	27
Investment at fair value	627,438	-	465,590

The Company is primarily exposed to changes in USD/GBP exchange rates as its investments in Aqua Comms DAC and Verne Holdings Limited held by D9 Holdco and its subsidiary are primarily in USD. The sensitivity of profit or loss to changes in the exchange rates arises mainly on the fair value of investment. To demonstrate the impact of foreign currency risk (in GBP), a 5% increase/decrease in USD/GBP rate is measured as this is in line with the relevant change in the rate during the last six months.

	Impact on post tax profit	Impact on other components of equity
	£'000	£'000
USD/GBP exchange rate - increase by 5%	(22,203)	(22,203)
USD/GBP exchange rate - decrease by 5%	24,481	24,481

The above figures represent impacts of changes in USD/GBP exchange rates. The Company's exposure to other foreign exchange movements is not material.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

The Company's main interest rate risk arises in the valuation of the financial asset where interest rate is one of the key assumptions of the Weighted Average Cost of Capital. Exposure to interest rate risk on the financial asset valuation is included in N ote 8 above.

The Company's interest rate risk on interest bearing ﬁnancial assets is limited to interest earned on cash deposit. Exposure to interest rate risk on the liquidity funds is immaterial to the Company.

Credit risk

Credit risk is the risk that a counterparty of the Company will be unable or unwilling to meet a commitment that it has entered into with the Company. It is a key part of the pre-investment due diligence. The credit standing of the companies in which we intend to lend or invest is reviewed, and the risk of default estimated for each signiﬁcant counterparty position. Monitoring is on-going and period end positions are reported to the Board.

Credit risk also arises from cash and cash equivalents, derivative ﬁnancial instruments and deposits with banks and ﬁnancial institutions. The Company and its subsidiaries may mitigate their risk on cash investments and derivative transactions by only transacting with major international ﬁnancial institutions with high credit ratings assigned by international credit rating agencies. The Company's cash and cash equivalents are all deposited with Barclays Bank plc which has a Fitch rating of A+.

The Company had no derivatives during the period.

The carrying value of the investments, trade and other receivables and cash represent the Company's maximum exposure to credit risk.

Liquidity risk

Liquidity risk is the risk that the Company may not be able to meet its ﬁnancial obligations as they fall due. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due and to close out market positions.

The I nvestment M anager and the Board continuously monitor forecast and actual cash ﬂows from operating, ﬁnancing, and investing activities to consider payment of dividends, repayment of trade and other payables or funding further investing activities. The Company ensures it maintains adequate reserves and will put in place banking facilities and it will continuously monitor forecast and actual cash ﬂows to seek to match the maturity proﬁles of ﬁnancial assets and liabilities.

Maturity of financial liabilities:

At 31 December 2021	Less than 6 months	6 - 12 months	Between 1 and 2 years	Between 2 and 5 years	Over 5 years	Carrying amount
Accruals	1,912	-	-	-	-	1,912

23. FINANCIAL INSTRUMENTS

	Cash at bank balances at amortised cost	Financial assets at amortised cost	Financial liabilities at amortised cost	Financial assets at fair value through profit or loss	Total value
	£'000	£'000	£'000	£'000	£'000
Period ended 31 December 2021
Non-current assets:
Financial assets at fair value through profit or loss	-	-	-	746,229	746,229
Current assets:
Receivables	-	228	-	-	228
Cash and cash equivalents	11,311	-	-	-	11,311
Total Assets	11,311	228	-	746,229	757,768
Current liabilities:
Trade and other payables	-	-	(1,912)	-	(1,912)
Total liabilities	-	-	(1,912)	-	(1,912)
Net assets	11,311	228	(1,912)	746,229	755,856

24. CAPITAL MANAGEMENT

The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure to minimise the cost of capital.

In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders or issue new shares.

Until the Company is fully invested and pending re-investment or distribution of cash receipts, the Company will invest in cash equivalents, and money market instruments.

25. C ONTINGENT LIABILITIES

There were no contingent liabilities at 31 December 2021.

UNAUDITED PERFORMANCE MEASURES

For the period from 8 January 2021 to 31 December 2021

1. ONGOING CHARGES RATIO

	Period to 31 December 2021		Annualised to 31 December 2021
	£'000		£'000

Management fee	2,952		4,209
Other operating expenses	1,012		1,253
Total management fee and other operating expenses	3,964	(a)	5,462
Average undiluted net assets*		(b)	524,904

Ongoing charges ratio % (c = a/b)(%)		(c)	1.04%

* - Average undiluted net assets has been calculated as the average of net asset value at IPO of £294 million and net asset value as at 31 December 2021 of £756 million.

Annualised expenses are the estimate of the annual cost of management fee and other operating expenses based on the quarterly cost in the period to 31 December 2021.

2. TOTAL RETURN

		31 December 2021

Closing NAV per share (pence)		104.62p
Add back dividends paid (pence)		3.00p
Adjusted closing NAV (pence)		107.62p
Adjusted NAV per share as at 31 December 2021 less NAV per share as at 31 March 2021	(a)	(107.62p - 98.00p)
Net asset value per share as at 31 March 2021	(b)	98.00p

Total return % (c = a/b)(%)	(c)	9.82%

The above return is for a period of nine months to 31 December 2021, this equates to annualised return of 13.09%.

3. CASH DIVIDEND COVER

			Period to 31 December 2021
			£'000
Operating cash flows			11,882
Dividends paid and declared for the period			29,996
Dividends covered by operating cash flows			39.61%

Dividend cover is measured as total dividends paid and payable at 31 December 2021, as a percentage of total operating cash flows for the Company and its subsidiaries

4. MARKET CAPITALISATION

		31 December 2021


Closing share price at 31 December 2021	(a)	113.8p
Number of shares in issue at 31 December 2021	(b)	722,480,620
Market capitalisation (c) = (a) x (b)	(c)	£822,182,945

5. CAPITAL DEPLOYED

Deployment including committed fund	£'000
Aqua Comms DAC	£175,615
EMIC-1	£22,796
Verne Holdings Limited	£247,190
SeaEdge UK1	£16,292
Total deployment	£461,893

6. TOTAL SHAREHOLDER RETURN

A measure of the return based upon share price movements over the period and assuming reinvestment of dividends.

		31 December 2021

Closing share price (pence)		113.80
Add back effect of dividend reinvestment (pence)		3.14
Adjusted closing share price (pence)	(a)	116.94
Opening share price (pence)	(b)	100.00

Total shareholder return (c = ((a-b)/(b)) (%)	(c)	16.94

The above return for the period of 9 months to 31 December 2021, this equates to annualised total return of 23.08%.

GLOSSARY AND DEFINITIONS

"Aqua Comms"	Aqua Comms Designation Activity Company, a private company limited by shares incorporated and registered in Ireland;
"AIC Code"	AIC Code of Corporate Governance produced by the Association of Investment Companies;
"AIC Guide"	AIC Corporate Governance Guide for Investment Companies produced by the Association of Investment Companies;
"AIFM"	the alternative investment fund manager of the Company being Triple Point Investment Management LLP;
"AIFMD"	the EU Alternative Investment Fund Managers Directive 2011/61/EU;
"Board"	the Directors of the Company from time to time;
"CAGR"	Compound annual growth rate;
"D9" or "Company"	Digital 9 Infrastructure plc, incorporated and registered in Jersey (company number 133380);
"Digital Infrastructure"	key services and technologies that enable methods, systems and processes for the provision of reliable and resilient data storage and transfer;
"DTR"	the Disclosure Guidance and Transparency Rules sourcebook containing the Disclosure Guidance, Transparency Rules, corporate governance rules and the rules relating to primary information providers;
"EBITDA"	Earnings before interest, taxes, depreciation and amortisation;
"EPS"	Earnings per share;
"ESG"	Environmental, Social and Governance;
"FAANGs"	global content providers such as Facebook, Amazon, Apple, Netflix, Google;
"GAV"	the gross assets of the Company in accordance with applicable accounting rules from time to time;
"Group"	the Company and any other companies in the Company's Group for the purposes of Section 606 of the Corporation Tax Act 2010 from time to time but excluding Investee Companies;
"Internet of Things" or "IoT"	the network of physical objects (things) that are embedded with technologies such as sensors or software for the purpose of connecting and exchanging data with other devices and systems via the internet;
"Investee Company"	a company or special purpose vehicle which owns and/or operates Digital Infrastructure assets or projects in which the Group invests or acquires;
"Investment Manager"	Triple Point Investment Management LLP (partnership number OC321250);
"Investment Objective"	The Company's investment objective as set out in the Prospectus dated 8 March 2021;
"Investment Policy"	The Company's investment policy as set out in the Prospectus dated 8 March 2021;
"IPO"	the Company's initial public offering launched on 8 March 2021 which resulted in the admission of, in aggregate, 300 million Ordinary Shares to trading on the Specialist Fund Segment of the Main Market on 31 March 2021;
"NAV"	Net Asset Value being, the net assets of the Company in accordance with applicable accounting rules from time to time;
"RCF"	Revolving credit facility
"Ongoing Charges Ratio"	a measure of all operating costs incurred in the reporting period, calculated as a percentage of average net assets in that year. Operating costs exclude costs of buying and selling investments, interest costs, taxation, non-recurring costs and the costs of buying back or issuing ordinary shares;
"Ordinary Shares"	ordinary shares of no-par value in the capital of the Company;
"SDG9"	the UN's Sustainable Development Goal 9; and
"Total Shareholder Return"	the increase in Net Asset Value in the period plus distributions paid in the period.

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