Unlocking
the value of
the curated
secondary
goods market
Annual Report 2022
Auction Technology Group plc

Increased diversication
We have proven our ability to
add layers of growth and
diversify revenue with the roll
out of value-add services.
Page 10
Structural shift
The structural shift online
has remained robust as
demonstrated by our
continued growth even
post-Covid-19.
Page 15
Our strategy
Our strategy is to efciently
connect auctioneers and bidders.
We do that through the execution
of our six strategic drivers.
Page 20
Unlocking the value of the
secondary goods market
and accelerating the growth
of the circular economy
ATG is the operator of the world’s leading marketplaces
and auction services for curated items.
Our technology helps expert auctioneers digitise their
business, increase operational efciency and create value
through online access to a large, diverse and fragmented
buyer base.
By enabling buyers from across the world to bid on a wide
range of used assets, we give millions of items multiple
lives, accelerating the growth of the circular economy
andfacilitating a channel of sustainable commerce.
ATG is early in its journey to unlock the value of the
secondary goods market and is uniquely positioned,
asatrusted partner to auctioneers and bidders, tolead
thetransformation of the auction industry.
Our Purpose

ContentsFY22 Group Overview
Revenue
£119.8m
FY22
FY21
FY20
2
£119.8m
£70.1m
£52.3m
Adjusted EBITDA
1
£54.0m
FY22
FY21
FY20
2
£54.0m
£31.8m
£22.2m
Prot/(loss) before tax³
£9.3m
FY22
FY21
3
FY20
£9.3m
£(25.0)m
£(19.0)m
Basic loss per share³
(5.1)p
FY22
FY21
3
FY20
(5.1)p
(31.0)p
(34.3)p
Adjusted diluted earnings per share
3
29.5p
FY22
FY21²
29.5p
9.2p
Adjusted free cash ow
1
£49.9m
FY22
FY21
FY20
49.9m
30.4m
13.9m
Gross merchandise value (“GMV”)
4
£3.3bn
FY22
FY21
FY20
£3.3bn
£2.6bn
£1.9bn
Conversion rate
4
33%
FY22
FY21
FY20
33%
33%
31%
Total hammer value (“THV”)
4
£10.1bn
FY22
FY21
FY20
£10.1bn
£7.8bn
£6.1bn
Strategic Report
At a Glance 02
Our History 04
Our Investment Case 06
Chairman’s Statement 08
Chief Executive Ofcer’s Statement 10
Market Overview 14
Our Business Model 18
Our Six Strategic Drivers 20
Key Performance Indicators 26
Chief Financial Ofcer’s Review 32
Risk Management 38
Principal Risks and Uncertainties 40
Viability Statement 45
Stakeholder Engagement and s172 46
Sustainability Report 52
Corporate Governance
Chairman’s Introduction 73
Governance Report 74
Board of Directors 84
Audit Committee Report 88
Nomination Committee Report 95
Remuneration Committee Report 98
Directors’ Report 113
Directors’ Responsibilities 117
Financial Statements
Independent Auditor’s Report 119
Consolidated Statement of Prot
or Loss and Other Comprehensive
Income or Loss 128
Consolidated Statement of
FinancialPosition 129
Consolidated Statement of
Changes in Equity 130
Consolidated Statement
of Cash Flows 131
Notes to the Consolidated
Financial Statements 132
Company Statement of
Financial Position 171
Company Statement of
Changes in Equity 172
Notes to the Company
Financial Statements 173
Glossary 176
Shareholder Information IBC
1. This report provides alternative performance measures (“APMs”) which are not
denedor specied under the requirements of UK-adopted International Accounting
Standards. We believe these APMs provide readers with important additional information
on our business and aid comparability. We have included a comprehensive list of the
APMs in note 3 to the Consolidated Financial Statements, with denitions, an explanation
of how they are calculated, why we use them and how they can be reconciled to a
statutory measure where relevant.
2. In February 2020 the Group underwent a restructure at the same time as acquiring
Proxibid. Full details of the restructure and accounting implications are detailed in the FY21
Annual Report and Accounts. As a result of the accounting of the restructure, thereported
nancial results for FY20 represent only an eight-and-a-half month periodto 30 September
2020. To aid comparisons, FY20 has been presented as if the restructure and acquisition
had occurred on 1 October 2019 and include the full year actual results for this period.
3. The FY21 results have been restated to adjust the foreign currency translation reserves
and nance income by £2.3m. Full details are provided in note 1 of the Consolidated
Financial Statements.
4. Operational KPIs are unaudited. Refer to the glossary for full denitions. The Group has
made certain acquisitions that have affected the comparability of the Group’s results.
Toaid comparisons between FY22 and FY21, operational KPIs have been presented
toinclude the results as if the acquisition of LiveAuctioneers and Auction Mobility had
occurred on 1 October 2020.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
01

Collectors Professionals
Bidders
Cost savingsTechnology
Trust
ConvenienceSelection
Casual
BusinessDealers
Industrial machinery,
construction &
farm equipment
Consumer surplus
& retail returns
Art, antiques
& collectables
Consignments driven by equipment upgrades/downgrades,
insolvencies, and by transformative life events
BIDDERS AUCTION HOUSES
V
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26.355 mm
S
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At a Glance
Creating a virtuous
circle that benets both
auctioneers and bidders
ATG is an aggregator in the large and fragmented auction industry. We simplify
and integrate multiple parts of the online auction process, from the cataloguing
of items to marketing, auction hosting, bidding and most recently payments
solutions. In doing so, we enable auctioneers to become genuine online
businesses in a cost-efcient way. We also make the discovery and purchase
of secondary items accessible to anyone, anywhere.
For bidders, we provide unparalleled
choice, convenience and trust when
bidding for and buying unique and
specialised secondary goods online.
For auctioneers, we provide global buyer
reach, specialised marketplace technology
and operational cost savings. We are a
partner to our auctioneers and enable
them to compete on a global scale.
More bidders participating in online
auctions results in higher realised prices
for second-hand items and in turn attracts
more assets to be listed on our
marketplaces.
ATG operates many of the world’s leading online auction marketplaces. We enable
bidders from 171 countries to access an underexplored world of secondary goods
which have been curated by around 3,800 trusted auctioneer experts.
Auction Technology Group plc Annual Report 2022
02
Strategic Report

Logistics &
Support
E-commerce &
Auction Strategy
Tools &
technology
Value-added
marketplace
services
Art & Antiques
(“A&A”)
Industrial & Commercial
(“I&C”)
Auction Marketplace
Platform
Auction House
Management System
Auction White-Label
Platform
Analytics &
Data
Logistics &
Support
Marketing &
Demand Generation
Ecommerce &
Auction Strategy
News &
Industry Insight
Verticals
Marketplaces
Tools &
technology
Value added
marketplace
services
Art & Antiques
(”A&A”)
Industrial & Commercial
(”I&C”)
Auction Marketplace
Platform
Auction House
Management System
Auction White-Label
Platform
BRANDS & VERTICALS
Verticals
Marketplaces
Art & Antiques
(”A&A”)
Industrial & Commercial
(”I&C”)
BRANDS & VERTICALS
Payments
Analytics &
Data
Marketing &
Demand Generation
M
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Logistics &
Support
E-commerce &
Auction Strategy
Tools &
technology
Value-added
marketplace
services
Art & Antiques
(“A&A”)
Industrial & Commercial
(“I&C”)
Auction Marketplace
Platform
Auction House
Management System
Auction White-Label
Platform
Analytics &
Data
Logistics &
Support
Marketing &
Demand Generation
Ecommerce &
Auction Strategy
News &
Industry Insight
Verticals
Marketplaces
Tools &
technology
Value added
marketplace
services
Art & Antiques
(”A&A”)
Industrial & Commercial
(”I&C”)
Auction Marketplace
Platform
Auction House
Management System
Auction White-Label
Platform
BRANDS & VERTICALS
Verticals
Marketplaces
Art & Antiques
(”A&A”)
Industrial & Commercial
(”I&C”)
BRANDS & VERTICALS
Payments
Analytics &
Data
Marketing &
Demand Generation
At a Glance The largest online auction
marketplaces creating a
positive network effect
A truly sustainable business
which facilitates the growth
ofthe circular economy
Seven leading brands, each
with a rst mover advantage
ATG makes it easier for consumers to make green choices. Our
online marketplaces ensure that millions of items are resold for
re-use or repurpose each year, extending their value within the
economy, preventing waste, and reducing the massive carbon
emissions that are a derivative of the manufacturing process for
new items. All used items for sale on our marketplaces have
been curated by expert auctioneers, thereby providing trust and
condence in the purchase of a secondary good.
Facilitating trust, choice and convenience
in secondary assets purchasing
172m
bidding sessions
103m
bids placed
74,000
auctions facilitated
£10.1bn
total hammer value
7m
lots sold online
We operate seven marketplaces across two sectors: Industrial
&Commercial (“I&C”) and Art & Antiques (“A&A”). Each
marketplace has a rst mover advantage in its vertical and
geography, creating competitive advantages.
Auction Technology Group plc Annual Report 2022
03
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

Our History
1971
1971
Antiques Trade
Gazette is founded
1998
ATG begins
listing auction
calendars
online
1998
2010
ATG partners with
BidSpotter.com in
North America to launch
a service for insolvency
auctioneers in the UK
2006
2007
2010
2006
First live bidding for Art
& Antiques auctions on
thesaleroom.com
2007
i-bidder is launched
to cater to consumer
surplus & retail
returns auctions
ATG has enabled the auction industry to transact online
since 2006 and has deep roots as a marketing channel for
auctioneers, dating back to 1971.
Auction Technology Group plc Annual Report 2022
04
Strategic Report

2013
2018
2013
Acquisition of BidSpotter.com,
expanding our reach for Industrial
& Commercial auctions
2018
Acquisition of Lot-tissimo,
the leading Art & Antiques
marketplace in Germany
2013
Global Auction Platform
(“GAP”) is launched, a
comprehensive cloud-based
auction management SaaS
2020
2020
Acquisition of Auction
Mobility, a US-based
provider of customised
auction software, website
design and e-commerce
solutions for auctioneers
2020
ATG and Proxibid merge
under ATG Management
2021
2021
Acquisition of
LiveAuctioneers in
October 2021, extending
ATG’s offering into the
North America Art &
Antiques market
2021
Listing on the London
Stock Exchange
Auction Technology Group plc Annual Report 2022
05
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

Our Investment Case
02
Unparalleled competitive position
Our marketplaces rank rst in each of the geographies
and verticals in which they operate, generating a low
cost to acquire bidders and new inventory. A critical
mass of bidders generates higher realised prices for
second-hand items; this in turn attracts more asset
listings on our marketplaces. Our shared success
model ensures our auctioneer partners are able to
growalongside us.
01
03
A large and growing secondary
goodsmarket transitioning from
ofinetoonline
The growing popularity of auctions as a channel for
secondary goods sales as well as the structural shift online
ofthe industry creates positive tailwinds for ATG. The
growing attractiveness of secondary goods due to the value
they offer, as well as their sustainability credentials, should
also provide a tailwind for ATG, even in a challenging
economic backdrop.
Scalable proprietary auction
platformtechnology
Our technology enables incremental volume and market
share gains at low marginal cost. We also acquire new
bidders cost effectively. This combination enables high
margin protable growth. We invest steadily to ensure
wecan scale and innovate at a pace unmatched
bycompetition.
Find out more on page 18
Find out more on page 18
Find out more on page 15
ATG sits at the intersection of thousands of auctioneers wanting to build
a competitive online presence and millions of bidders seeking unique
and specialised items. Our ability to lead the transformation of the
auction industry underpins our key investment pillars.
Auction Technology Group plc Annual Report 2022
06
Strategic Report

05
0604
Proven, attractive and
resilient nancial model
We have a strong track record of growth. Our exposure to
amix of industries and geographies, combined with the
development of a steady stream of new revenue sources,
results in a cyclically diversied revenue base. Our high
operational leverage leads to attractive and expanding
protmargins and our capital-light model ensures strong
cash generation.
Experienced management
team capable of execution
Our management team has a broad range of technological,
commercial and e-commerce experience combined with a
deep understanding of the auction industry. In the last year
we have added to the breadth and depth of our team to
ensure we are well placed to pursue the multiple
opportunities in front of us.
Six proven growth drivers
1. Extend the total addressable market
2. Grow the conversion rate
3. Enhance the network effect
4. Expand operational leverage
5. Grow the take rate via value-add services
6. Pursue accretive M&A
We have pulled these drivers for the past three years.
We will continue to pull all six into the future.
Find out more on page 20 Find out more on page 10
Find out more on page 32
Auction Technology Group plc Annual Report 2022
07
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

Chairman’s Statement
It is my pleasure to introduce ATG’s results
for the year ended 30 September 2022,
ourrst full year as a publiccompany.
Our FY22 results demonstrate the strength
and resilience of ATG’s business model. The
Group has continued to deliver robust growth,
lapping the strong performance in the prior
year which had seen an acceleration in the
shift online of auctions due to the Covid-19
pandemic, and as the macroeconomic
backdrop has become increasingly uncertain.
The auction industry has continued its
structural shift online and there remains
signicant headroom for growth. ATG’s
leading position and shared success model
makes us ideally placed to continue to lead
this transformation, for the benet of both
auctioneers and bidders.
FY22 has been a year of signicant
progressas we continued to grow and
diversify our business. ATG has integrated
the acquisition of LiveAuctioneers and
strengthened its competitive position in
theNorthAmerican online auction market.
TheGroup has also proven its ability to
addadditional layers of diversied growth
through the growing adoption of value-add
services, including marketing and
paymentssolutions. This enhanced
revenuediversication acrossgeographies,
industries and product provides both growth
opportunities as wellasincreasing the
resilience of our business model.
In the past year, ATG has also strengthened
itspassionate and ambitious Leadership
Team, with a broad range of relevant skills
and expertise, as well as a deep experience
within the auction industry. The team is well
placed to deliver the next stage of growth
andto drive long-term value for shareholders.
I would like to thank the entire ATG team for
their unwavering focus and hard work in the
last year and congratulate them for another
year of strong results.
Financial performance
and strategic highlights
ATG has maintained its strong track record
ofnancial performance in FY22, delivering
revenue of £119.8m (FY21: £70.1m) and
adjusted EBITDA of £54.0m (FY21: £31.8m).
ATG’s high operational leverage and
capital-light model resulted in strong cash
generation enabling investment into the
business to support future growth. The Board
will review the Company’s dividend policy on
anongoing basis but does not expect to declare
or pay any dividends for the foreseeable future.
The Group made further strong progress
against its six strategic growth drivers in the
year. ATG grew its immediately addressable
market with 22% THV growth at constant
currency, driven by new auction houses
usingATG’s marketplaces, retaining existing
auctioneers on the platform, as well as due
tothe increase in secondary asset prices.
Youcan read more about progress on our
strategy and our future priorities on pages 20
to 24 of this report.
ATG’s results demonstrate the strength, increased
diversication and resilience of our business model.
Auction Technology Group plc Annual Report 2022
08
Strategic Report
Auction Technology Group plc Annual Report 2022
08

“ ATG has multiple
growth opportunities
ahead, as it leverages
its market-leading
position and leads
the transformation
of the auction
industry.”
Board members and priorities
In the last 12 months, we have continued to
strengthen our Board and have welcomed
Pauline Reader, Suzanne Baxter and Tamsin
Todd as independent Non-Executive Directors.
Each of our new Directors brings tothe Board
their own set of unique skills, experience and
knowledge in areas that are crucial to our
business including marketing, nance and
technology. As a result of these appointments
the Board was fully compliant with the
UKCorporate Governance Code forthe
majorityof 2022, as set out in the Corporate
Governance Report from pages 74 to 83 of
this report.
Penny Ladkin-Brand stepped down from the
Board after the AGM in January 2022 due to
her other commitments. I would like to thank
Penny for her valuable contribution to the
Board during her time on the Board and as
our rst Audit Committee Chair.
We believe that maintaining a diverse Board
isimportant and I am pleased to report that
our Board composition is in line with the
recommendations from the FTSE Women
Leaders Review. Looking ahead, we plan to
further enhance the diversity of our Board
and you can read more about our plans for
diversity in the Nomination Committee
Report on pages 95 to 97.
In February 2022, the Board conducted
aneffectiveness review to obtain feedback
on the progress of the Board and its
Committees since IPO. The ndings of this
review highlighted the relevant experience
ofour Board members, the high levels of
engagement and debate in meetings and
theBoard’s focus on the right areas. Further
details are set out in the Corporate
Governance Report on page 75.
I would like to thank my fellow Board
members for their contribution to ATG since
their respective appointments. Their input,
experience and commitment to building a
framework of strong corporate governance
have been integral in supporting the business
in executing its strategy throughout the year.
Environment, Social and Governance
(“ESG”)
Environmental sustainability is central to
ATG. This is true both in how we operate
butalso in our reason for being: providing
achannel of “re-commerce” by facilitating the
sale of secondary goods and extending their
life cycles through re-use, supporting the
circular economy. I am also pleased to report
that the Board established the Sustainability
and Climate Risk Committee during FY22,
demonstrating the Board’s commitment
toasustainable future. This Committee
hasaprimary objective to support the
implementation of the recommendations of
the Task Force on Climate-related Financial
Disclosures (“TCFD”), in addition to further
climate-related developments and wider
sustainability topics as required in the future.
There are further details on the Group’s
contribution to sustainability and ESG
strategy on pages 52 to 71.
Looking ahead
ATG has multiple growth opportunities
ahead, as it leverages its market-leading
position and leads the transformation of
theauction industry as well as accelerating
the growth of the circular economy. Whilst
the macroeconomic outlook remains
uncertain, theGroup has built a resilient and
diversied business model which positions
itwell to create value for auctioneers,
bidders,employees and shareholders,
whilstminimising risk. On behalf of the Board,
Iwant to thank all ATG’s stakeholders, and
Ilook forward to working collaboratively
asATG continues to unlock the value in
thesecondary goods market.
Breon Corcoran
Chairman
1 December 2022
Auction Technology Group plc Annual Report 2022
09
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

Chief Executive Ofcer’s
Statement
ATG’s purpose is to unlock the value of the
secondary goods market and in doing so,
tosignicantly accelerate growth of the
circular economy. Through our seven online
marketplaces, we enable a large, diverse,
and fragmented buyer base to bid on a wide
range of secondary goods curated by
thousands of expert auctioneers. We enable
auctioneers to list curated assets online in a
cost-efcient way, through our specialised
marketplace technology, whilst also enabling
auctioneers to access a large, global bidder
base. Every year our marketplaces ensure
that millions of specialised and unique used
items are resold for re-use or repurpose,
preventing waste and carbon emissions
fromthe manufacturing of new items.
A year of further growth and progress
In FY22 we have continued to deliver strong
revenue growth, even as we annualised our
strong performance in FY21 that had
beneted from the Covid-19 pandemic. Our
growth also remained robust as we faced an
increasingly uncertain macroeconomic
environment, particularly in the second half
of the year. We have diversied our business
through the acquisition of LiveAuctioneers,
which helps ATG to generate a cyclically
balanced mix of revenues across A&A and
I&C and increases our exposure to the larger
US market. We have also proven our ability to
add additional layers of growth through the
roll out of value-add services including
marketing and payments, which now
accounts for 16% of Group revenue.
Our strong operational cash generation driven
by our protable and capital-light nancial
model has enabled us to carefully manage
our balance sheet, whilst also providing us
with the ability to invest in growth. We have
invested in improving our product for our
customers and auctioneers, and have also
invested to strengthen and develop the team
at ATG, not only at the leadership level, where
we welcomed three new Board members and
ve new Leadership Team members, but also
across the business where we added
specialist roles in areas such as technology,
marketing and nance. We have made these
investments whilst maintaining a at margin
year-on-year, highlighting the strength of our
nancial model.
Growth across both of our verticals
In FY22 we delivered another year of strong
growth, demonstrating the strength of the
ATG model as well as the resilience of the
structural shift online of the auction industry
with growth delivered in both our verticals.
Activity in online auctions has remained
strong in FY22, as evidenced by the 22%
THV² growth that our marketplaces delivered.
In a period of economic uncertainty, we
would expect auction activity to be robust,
driven by the speed of sale and price
realisation benets of the auction channel,
combined with an increase in the volume
ofsecondary goods coming to auction.
Within I&C, revenue grew by 13% on a
proforma basis³ driven by strong growth in
GMV² of 29%, which in turn was driven by
volume, mix and price growth of assets listed
on our marketplaces. We have welcomed
new auctioneers to our marketplaces, and
our existing auctioneers have continued to
list assets with us. As the economic outlook
deteriorated in the second half, the rate of
price increases of secondary assets
softened. However, this was partly offset by
improving volumes of assets coming to the
I&C auction market, which also began to see
a benet from an increase in the rate of
business insolvencies.
In A&A, revenue grew 10% on a proforma
basis³, driven by strong growth in value-add
services, including payments and advertising,
as we were able to monetise more parts of
the auction transaction and experience.
Thisdemonstrates that ATG has the same
marketplace monetisation options as seen in
other online marketplaces around the world
and that we can diversify our revenue growth
levers by following a well-trodden path of
marketplace development. GMV saw a small
decline compared to the prior year and a
normalisation in online auction activity
following the Covid-19 pandemic and as
physical auctions reopened.
Successful roll out of value-add
services driving incremental growth
In the past 12 months, ATG has proven its
ability to expand beyond the initial auction
transaction into the broader auction
ecosystem. We have evolved and expanded
our auctioneer marketing programme,
Adjusted EBITDA
1
£54.0m
(FY21: £31.8m)
Revenue
£119.8m
(FY21: £70.1m)
Strong full year results as the business continues
to deliver on its six strategic drivers.
1. This report provides alternative performance
measures (“APMs”) which are not dened or
specied under the requirements of UK-adopted
International Accounting Standards. We believe
these APMs provide readers with important
additional information on our business and aid
comparability. We have included a comprehensive
list of the APMs in note 3 to the Consolidated
Financial Statements, with denitions, an
explanation of how they are calculated, why we use
them and how they can be reconciled to a statutory
measure where relevant.
2. Refer to the glossary for full denitions.
3. The Group has made certain acquisitions that have
affected the comparability of the Group’s results.
Toaid comparisons between FY22 and FY21,
operational KPIs have been presented to include the
results as if the acquisition of LiveAuctioneers and
Auction Mobility had occurred on 1 October 2020,
with growth rates shown on a constant currency
basis using average exchange rates for the current
nancial period applied to the comparative period,
and are used to eliminate the effects of uctuations
in assessing performance.
Auction Technology Group plc Annual Report 2022
10
Strategic Report

providing a revenue opportunity for both
auctioneers and ATG. Auctions supported
with marketing have proved to deliver better
results; for example Proxibid auctions saw
anaverage 72% increase in registered
bidders and 38% increase in winning bidders
when they were supported by ATG’s digital
marketing programme. We have upgraded
the onsite advertising experience on
ourmarketplaces, such as through the
introduction of rotating banners and featured
auction lots. However, with our marketing
revenue currently at 0.4% of GMV, we still
seesignicant opportunity to grow, through
increasing auctioneer adoption of marketing
as well as through developing new marketing
solutions, including, for example, a new SMS
feature that reminds registered bidders that
an auction is about tostart.
Our integrated payments solution roll out has
continued to grow. Over 75% of US-based
auction houses on LiveAuctioneers have
nowadopted the payments solution and
inSeptember, 42% of US-based gross
transaction value on LiveAuctioneers
waspaid for using the solution. Payments
provides both convenience to bidders, with
a99.8% payment rate for bidders who have
acredit card on le, as well as speed and
reliability to auctioneers, with a two to three
times faster disbursement cycle when the
solution is used. We have begun the roll out of
payments onto Proxibid and are encouraged
by the rate of adoption we have seen so far. In
the coming year, we will focus on growing the
adoption of payments across marketplaces
as well as launching an integrated delivery
solution on LiveAuctioneers.
Strengthening our competitive
position with our focus on improving
the End-to-End Experience
We are early in our journey to unlock the value
of the secondary goods market. The auction
industry remains well behind e-commerce in
its digitisation journey, which represents
signicant opportunity for future growth.
Wehave made good progress with phase
oneof our vision, “Foundations”, to transform
the auction industry and we are now in the
second phase, “End-to-End Experience”.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Auction Technology Group plc Annual Report 2022
11

Inthis phase, we are enabling auctioneers
tocompete even more effectively with
othersellers of specialisedand unique
secondary goods as we signicantly improve
the online bidding experience and as we
simplify and streamline how auction lots are
listed online. This will continue to drive our
virtuous circle that benets both auctioneers
and bidders; more bidders participate in online
auctions resulting in higher realised prices
forsecond-hand items and in turn attracting
more assets to be listed on our marketplaces.
We have invested in our Search Engine
Optimisation (“SEO”) functionality to drive
bidder acquisition, whilst also improving
ourmarketplace taxonomy, lter and search
functionality to drive bidder conversion.
Neweditorial features on our marketplaces
as well as new content-rich emails have
driven bidder engagement to further
strengthen therelationship that we have with
our bidder base. Over the medium term we
believe there is a signicant opportunity to
unlock the next generation of bidders, who
are younger, web-native but time poor. For
auctioneers, we have developed and are
rolling out our integrating bidding widget,
which will enable auctioneers to seamlessly
cross-list assets across our marketplaces
and our white label solutions to reach an even
wider audience. We continue to facilitate the
shift to timed online-only auctions with THV
on timed auctions growing 31% year-on-year.
Timed auctions both increase our conversion
rate and reduce costs for our auctioneer
partnersand have continued to grow even
asthe physical live auction format has
returned post pandemic. Retention rates of
auctioneers remains very high demonstrating
the value that we create through our shared
success model.
Accelerating the growth of the
circular economy
The ATG team has continued to work
steadilyto make the buying and selling of
second-hand goods easier, and this shared
social conscience is key to our purpose.
ATG’s online marketplaces ensure that
millions of items are resold for re-use or
repurpose each year, extending their value
within the economy, preventing waste, and
reducing the massive carbon emissions that
are a derivative of the manufacturing process
for new items. Arecent survey commissioned
by ATG evidenced the growing consumer
preference towards buying secondary goods,
with 44% of respondents in the survey more
likely to buy second-hand today than they
were threeyears ago and only 13% less likely.
Furthermore, of these respondents, 47% cited
the importance of sustainable buying as a
driver to buying second-hand, highlighting
how consumers are looking to make
greenerchoices. However, with over 40% of
respondents in the survey still not realising
that buying second-hand furniture is more
sustainable than buying new, we believe there
is a huge opportunity for ATG to be the voice
of the industry in educating consumers on
the benets of buying second hand.
ATG is committed to making real reductions in
the carbon impact of our operations. During the
year, we implemented governance processes
over our sustainability as the Boardestablished
a Sustainability and Climate Risk Committee,
whose primary objective is to support the
implementation ofthe recommendations
ofthe TCFD, in addition to ensuring that
climate-related risksand opportunities are
identied, monitored and integrated into
thebusiness.
“ Our business is
more diversied
today than where
itwas a year ago,
and we have proven
our ability to add
additional layers of
growth through the
successful roll out of
value-add services.”
Auction Technology Group plc Annual Report 2022
12
Strategic Report
Chief Executive Ofcer’s Statement
continued

Leading the transformation of the
auction industry
ATG remains uniquely positioned to lead
thetransformation of the auction industry.
FY22 has been another year of growth
anddevelopment. Our business is more
diversied today by revenue and by vertical
than where it was a year ago, and we have
proven our ability to add additional layers
ofgrowth through the successful roll out of
value-add services. Ourstrong track record
ofnancial and operational performance,
aswell as our deepknowledge and scale
toinvest, gives uscondence in our ability
tocontinue to execute against our growth
strategy. Importantly, our shared success
model will ensure our auctioneer partners are
able to grow alongside us. The ATG team at
all levels has done a superb job, and whilst the
economic outlook isuncertain, particularly
inthe more cyclical A&A vertical, we are
condent of the value we can continue
tocreate within the auction ecosystem.
John-Paul Savant
Chief Executive Ofcer
1 December 2022
Six growth drivers underpin our success. We have executed strongly against these in the
past year and see signicant opportunity ahead:
• Extend the addressable market:
OurTHV has grown 22% at constant
currency in the last 12 months as we
have added new auction houses, and
new lots to our marketplaces. We have
actively identied new THV that we wish
to bring online over the medium term.
• Grow the conversion rate (previously
“online share”): Even as physical
auctions have returned post pandemic,
our conversion rate has remained at.
For auctioneers we will continue to
actively facilitate the shift from live to
timed auctions, and for bidders, we will
invest to make the bidding experience
even easier driving bidder acquisition,
engagement and conversion.
• Enhance the network effect: We are
continuing to make it easier for
auctioneers to cross-list assets on our
marketplaces and grow bidder reach
aswe roll out integrated bidding.
Cross-listing also encourages bidders to
use ATG as their primary search portal
by presenting them with the broadest
array of online inventory.
• Expand operational leverage:
We are investing in a single technology
platform, which will provide both agility
and exibility to our operations, whilst
also enabling the acceleration of new
product development. We expect capital
expenditure to increase to a range of
£8m to £10m for two years which
includes the capitalised expenditure on
the technology platform, whilst we also
expect the platform to lead to operational
cost savings of approximately £2m per
annum from FY25 onwards.
• Grow the take rate via value-add
services: We have expanded our
marketing offerings, rolled out payments
across LiveAuctioneers and have begun
to roll out payments on Proxibid. We are
focused on rolling out payments and
driving adoption across Proxibid and
other marketplaces in FY23 and plan
tolaunch an integrated delivery solution
later in the year on LiveAuctioneers.
• Pursuing accretive M&A: We have
integrated LiveAuctioneers and remain
active in looking for value accretive
opportunities to add to our footprint and
to increase value across our network.
Executing against our six growth drivers
Extend the
addressable
market
Grow the
conversion
rate
Enhance
thenetwork
effect
Grow the
take rate via
value-added
services
Expand
operational
leverage
Pursue
accretive
M&A
Auction Technology Group plc Annual Report 2022
13
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

1. Management estimates November 2022.
2. Includes eBay A&A auctions only.
3. Refer to glossary for full denitions.
4. Core I&C market classied as grey, green and yellow iron and transport. Doesnot include other industrial segments such as mining and utilities, chemical manufacturing.
UK, North America and W. Europe
A&A market
2
A&A auction market
including “Big 4”
4
and eBay
A&A auction market
excluding “Big 4”
3
and eBay
Immediately addressable
market (ATG THV)
ATG GMV
North America & UK total
used I&C equipment market
Core
4
I&C market
Core
4
I&C auction market
Immediately addressable
market (ATG THV)
ATG GMV
Arts &
Antiques
£4.3bn
£0.7bn
Industrial &
Commercial
£5.7bn
£2.6bn
£47bn
£23bn
£9bn
£64bn
£41bn
£13bn
Arts & Antiques
A&A THV³ (immediately addressable market)
£4.3bn
FY22 +15%
Arts & Antiques represents a large, low growth market, driven by
demand for a range of categories from furniture, watches and
jewellery, to arts and other collectables. Whilst ATG’s addressable
market sits largely with auctioneers in the mid-market space,
wealso partner with two of the “Big 4” auctioneers, largely on
theirlower-priced lots. We would therefore expect our total
addressable market to also grow as we grow our share of
salesfrom these auctioneers.
The global A&A market has seen modest growth in the last two
years, driven by a return of buyer condence post Covid-19 as well
as a favourable pricing environment. Declining consumer sentiment
and an uncertain macroeconomic outlook are expected to impact
the pricing outlook in 2023. However, the overall market is still
forecast to see modest growth to 2024 as macro factors improve.
Industrial & Commercial
I&C THV³ (immediately addressable market)
£5.7bn
FY22 +28%
The I&C used equipment market is made up of several verticals
including construction, agriculture and manufacturing. ATG has
seen strong demand for used assets across many of these
verticals in FY22, as well as attracting new types of assets to its
marketplaces including real estate, as evidenced by strong growth
in both THV and GMV.
The used market has seen asset price increases caused by
Covid-19 related supply chain issues and the knock-on impact
onlengthening equipment replacement cycles. However, this has
been partly offset by reduced availability of used equipment due
tolonger replacement cycles. As supply chain issues are expected
to unwind in FY23, this is expected to both negatively impact the
pricing environment, whilst also improving the volume available
ofused assets. Furthermore, an expected increase in the rate of
business insolvencies should increase the volume of used assets
for sale. Together this is expected to result in a stable outlook for
the used equipment market in both North America and the UK.
Market Overview
The total used asset market is very large and is expected to
continue to show growth even in an uncertain macroeconomic
outlook. A shift to online auctions andtotimed auctions are
also positive drivers for ATG.
Total used asset market for ATG¹
Auction Technology Group plc Annual Report 2022
14
Strategic Report

% of I&C Auctions (core market) that are online
1
FY19-FY22E 38% CAGR online auctions
% of A&A auctions (excl eBay and Big 4) that are online
1
FY19-FY22E 19% CAGR online auctions
2022E2019
21%
57%
2022E2019
31%
41%
Auctions as a channel for
usedasset sales are growing
inpopularity
Auctions as a format for secondary goods sales have grown
in popularity in both the A&A and I&C markets in the last
three years, supported by greater innovation and faster
online adoption. Consignors are attracted to the potential
higher price realisation and transparency that auctions offer,
as well as the speed of sale of assets. For the I&C sector, a
return to historical levels of liquidations, which have recently
been articially suppressed by Covid-related business
support packages, would be a further growth driver in
theauction channel over the next two years.
Auctions share of the secondary goods market
The structural shift from ofine
to online auctions is continuing
For the past 16 years, the auction industry has been gradually
moving online. This shift has accelerated in the last ve years,
particularly during the Covid-19 pandemic as bidders and
auctioneers recognised the economic benet, practicality and
ease of the online channel. As the global economy has reopened
in the last year, the structural shift online of the auction industry
has proven to be resilient with only some impact from the return
of physical bidders. Furthermore, the mid-market A&A sector
hasseen a higher online penetration than the total A&A
auctionmarket.
Looking forward, the shift online is expected to continue, albeit at
a more moderate rate with some slow down expected following
the “pull forward” adoption of online auctions during Covid-19 as
well as a modest impact from the return of physical bidding.
A& A¹
,
²
42%
+9% CAGR FY19-FY22
I&C¹
32%
+2% CAGR FY19-FY22
1. Management estimates November 2022.
2. A&A auction market excluding eBay.
Auction Technology Group plc Annual Report 2022
15
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

I&C online auction market by format¹
% of total Online Hammer Value, 2019–2024E
Timed
Live
2020 2021 2022 2023E 2024E2019
36%
40%
44%
48%
52%
56%
64% 60% 56% 52% 48% 44%
Timed auctions as a format
have headroom for growth
Timed auctions provide greater visibility of lots and
comparable items, whilst also often providing equivalent
hammer prices at a lower cost. As such, the timed format
has gained share of the overall online market.
Within A&A (excluding the “Big 4” and eBay), timed auctions
represent a small proportion of the online auction market
today. Although this penetration has doubled in the last three
years, there is still signicant headroom for growth. Whilst
we would expect the live auction format to remain better
suited to the sale of higher value items, there is still a growing
preference for timed auctions from many auctioneers
andbidders, particularly for lower value items.
Within I&C, timed auctions represent 48%¹ of the online
auction market, an increase from 36%¹ in 2019. However,
anATG bidder survey shows that 60%¹ of customers prefer
timed auctions, with a further 23%¹ without a preference
between live and timed, highlighting the additional headroom
for time formats.
1. Management estimates November 2022.
Strategic Report
Market Overview
continued
Auction Technology Group plc Annual Report 2022
16

M
o
r
e
a
s
s
e
t
s
c
o
m
e
t
o
a
u
c
t
i
o
n
M
o
r
e
s
e
c
o
n
d
a
r
y
a
s
s
e
t
s
s
o
l
d
&
r
e
-
u
s
e
d
M
o
r
e
a
s
s
e
t
s
b
i
d
f
o
r
o
n
l
i
n
e
M
o
r
e
c
h
o
i
c
e
&
t
r
u
s
t
f
o
r
b
i
d
d
e
r
s
M
o
r
e
a
s
s
e
t
s
c
u
r
a
t
e
d
As consumers and businesses become
increasingly conscious of their carbon and
waste footprint, auctions play a critical role in
facilitating the growth of the circular economy
by ensuring millions of items are re-used and
avoiding the carbon emissions associated with
the manufacture of new items. According to
external research, a basket of 15 popular items
sold on ATG marketplaces in FY22 would have
saved 3m tonnes of carbon versus the carbon
impact from buying these items new.
Furthermore, as an online marketplace, ATG
also helps to reduce the carbon emissions
associated with travelling to a physical auction.
There is also a growing trend towards
“re-commerce” as consumers want to purchase
more sustainably, express personality in their
purchasing, at the same time as bargain hunting,
which is likely to be particularly important in
times of macroeconomic uncertainty. We are
passionate about spreading the awareness of
the sustainable impact of auctions and we aim
to show how every business and consumer can
make a real change to protect future generations
by not buying new.
44%
¹
of respondents are more likely to
buysecond-hand than they were three
years ago and only 13% are less likely.
47%
¹
of these respondents cite
sustainability as reason to
buy more second-hand.
42%
¹
of respondents do not realise
that buying second-hand is
greener than buying new,
highlighting the opportunity
for ATG to spread awareness.
ATG makes it easier for consumers
to make green choices
1. ATG external survey September 2022.
Auction Technology Group plc Annual Report 2022
17
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

Logistics &
Support
E-commerce &
Auction Strategy
Tools &
technology
Value-added
marketplace
services
Art & Antiques
(“A&A”)
Industrial & Commercial
(“I&C”)
Auction Marketplace
Platform
Auction House
Management System
Auction White-Label
Platform
Analytics &
Data
Logistics &
Support
Marketing &
Demand Generation
Ecommerce &
Auction Strategy
News &
Industry Insight
Verticals
Marketplaces
Tools &
technology
Value added
marketplace
services
Art & Antiques
(”A&A”)
Industrial & Commercial
(”I&C”)
Auction Marketplace
Platform
Auction House
Management System
Auction White-Label
Platform
BRANDS & VERTICALS
Verticals
Marketplaces
Art & Antiques
(”A&A”)
Industrial & Commercial
(”I&C”)
BRANDS & VERTICALS
Payments
Analytics &
Data
Marketing &
Demand Generation
Our Business Model
ATG powers critical components of the auction value chain
• Back ofce auction
services & support
• Digital marketing solutions
• Antique Trade Gazette
• Auction hosting
• Bid management
• White label auction products
and services
• Analytics, insight and
account management
• Integrated payments
• Plans to add and integrate
further services
Consignment, cataloguing,
marketing and auction preparation
Bidder registration and hosting
of auction and bidding
Payment, delivery, post-sale
support and ancillary services
ATG’S SERVICES
We enable auctioneers to compete effectively online by providing them
with the tools and technology to access a global online bidder base in a
cost-efcient way.
What we do
ATG enables auctioneers to both digitise their business whilst also accessing a global audience of bidders that they
would struggle to do so alone. Through the combined offering of technology, digital marketing capabilities and a global
bidder base, auctioneers operating largely in the mid-market are able to operate more efciently and grow their business.
We offer multiple auction selling formats from timed online-only auctions, to live online-only auctions, to hybrid auctions.
Bidders from over 170 countries use our seven marketplaces to discover, bid on and pay for a wide range of unique
curated secondary market items.
In Art & Antiques,
collectors, dealers or
individual buyers can
discover a range of used
assets across several
different categories,
suchas watches and
jewellery, furniture,
neart,decorative art,
collectables, vintage
fashion and classic cars.
In Industrial & Commercial,
individual or professional
buyers can bid on used
equipment, machinery
andcommercial vehicles
from a range of industries
such as manufacturing,
warehousing, construction,
agriculture or real estate.
I&C also includes surplus
stock of consumer goods
and retailreturns.
THE AUCTION PROCESSATG’S MARKETPLACES
Auction Technology Group plc Annual Report 2022
18
Strategic Report

ATG differentiates itself through
scale, technology and a shared
success model
ATG is well positioned
to create value for all
stakeholders
For the environment
We provide a channel of green
commerce by facilitating the
sale of used goods, extending
their life cycles and avoiding
the carbon impact from the
manufacture of new items.
£54m
adjusted EBITDA
7m
lots sold
3m
tonnes of
carbon saved
from popular
15items vs
carbon impact
of buying new
91%
engagement
score
£120m
revenue
For our consumers:
bidders
We enable bidders to
discover specialised and
unique items in a trusted,
convenient and secure way.
For our shareholders
We invest to drive long-term
sustainable value through
growing revenues and earnings,
and prudently managing our
balance sheet. We have a large
addressable market and strong
competitive position.
For our people
We ensure our people can
beattheir best and have the
opportunity to develop a
rewarding career at ATG. We
foster a culture where everyone
feels they belong, has a voice
and can reach their full potential.
Creating value
Critical mass of
auctioneers andbidders
Our large auctioneer base
with veryhigh retention rates
demonstrates the value that
our multiple marketplaces and
network effect offer to our
auctioneers. Attracted by a scaled
collection of unique curated
secondary goods, we also have the
largest online bidder base for curated
auctions with over 172m bidding sessions
in FY22 which helps drive a virtuous cycle.
H
i
g
h
e
r
o
n
l
i
n
e
p
r
i
c
e
s
M
o
r
e
a
s
s
e
t
s
t
o
l
i
s
t
M
o
r
e
e
y
e
s
o
n
a
s
s
e
t
s
How we do it
Shared success model aligning interests
For over 50 years we have worked in partnership with
auctioneers. Our shared success model aligns ATG’s ambitions
with those of our auctioneer partners such that together we are
united in growing the auction industry.
Proprietary auction platform
andtechnology
Our technology enables incremental volume at minimal
additional cost. We are committed to continually improving
theonline bidding experience. Owning multiple marketplaces
allows us to apply best practices across the platform, whilst
also offering more opportunities for our auctioneers.
Auction Technology Group plc Annual Report 2022
19
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
103m
bids
For our customers:
auctioneers
We empower auctioneers to
access a global pool of online
bidders and achieve operational
cost savings through developing
technology for their business.

1. Extend
the total
addressable
market
2. Grow the
conversion rate
3. Enhance the
network effect
4. Expand
operational
leverage
5. Grow take
rate via value-
add services
6. Pursue
accretive M&A
What are the principles What are the principles What are the principles What are the principles What are the principles What are the principles
We are focused on three main areas: working
with existing auction houses to list more of
their assets on ATG marketplaces; bringing
new auction houses and new assets onto
each marketplace and moving into new
verticals that can benet from our technology
and bidders.
Conversion rate is a function of how often
ATG marketplaces provide the winning bidder
and represents GMV as a percentage of THV.
On the auctioneer side, we are facilitating the
move from live auctions to timed auctions,
bringing more exclusive inventory to ATG
bidders. On the bidder side, we will enhance
the end-to-end user experience to drive
higherconversion.
By enabling auctioneers to cross-list on
multiple marketplaces, they can gain access
to a larger bidder pool in a convenient and
cost-effective way with higher visibility for
their auctions. Bidders can also easily access
a larger and wider range of items available.
We operate a disciplined hub and spoke
model with centralised costs to ensure we
areable to improve protability and generate
cash as we grow, whilst also enabling our
businesses to remain nimble and respond
tomarket conditions.
We offer auctioneers a wider suite of
servicesthat will simplify their operations,
improve the user experience for bidders
whilst simultaneously enabling us to grow
ourrevenue. Such services include marketing
and an integrated payments solution.
Acquisitions and investments are a signicant
component of our growth strategy. Our focus
is on expanding into new verticals or
geographies by acquiring businesses that
enhance our leadership position in the online
auction space, enhancing the value of the
network to auctioneers and bidders, and/or
accelerating our ability to offer new
value-added services.
How we measure progress How we measure progress How we measure progress How we measure progress How we measure progress How we measure progress
•
THV¹
•
Conversion rate¹
•
GMV¹
•
Adjusted EBITDA margin
•
Take rate
1
•
All measures covered in other
strategicdrivers
Our progress in FY22 Our progress in FY22 Our progress in FY22 Our progress in FY22 Our progress in FY22 Our progress in FY22
•
THV grew 22% on a proforma basis at
constant currency to £10.1bn driven by
more auction houses listing more assets
onour marketplaces, the mix of assets on
our marketplaces and higher prices for
secondary goods.
•
New auction houses included the
largestauctioneer of commercial trucks
inNorth America.
•
Even as physical auctions have returned
post pandemic, our conversion rate has
remained at year-on-year at 33%.
•
THV at timed auctions increased 31% in
FY22 as we facilitated the shift from live
totimed.
•
Invested in our Search Engine Optimisation
and improved the user experience on our
websites including redesigning category
landing pages. We reached 172m bidding
sessions and 103m bids were placed in
theyear.
•
GMV grew 20% on a proforma basis at
constant currency to £3.3bn, growing on
theprior year which had beneted from the
tailwinds from the Covid-19 pandemic.
•
Developed an integrated bidding solution to
make it easier for auctioneers to cross-list
assets on our marketplaces and grow
bidder reach.
•
Adjusted EBITDA margin at 45% was at
onFY21 as the benets of strong revenue
growth and the Group’s high operational
leverage offset the adverse impact from
fullyear public company costs, planned
investments to drive future growth as well
as the mix impact from the growth in lower
margin payments revenue.
•
Take rate of 3.3% was down 0.2ppt from
FY21 as the impact from growth of low
commission real estate offset the growth
ofvalue-add services.
•
Expansion of our marketing solutions, roll
out of an integrated payments solution
across LiveAuctioneers and the initial roll
out of the integrated payments solution
across Proxibid.
•
Sucessfully integrated LiveAuctioneers’
operations, team and culture into ATG.
•
Shared best practices across businesses
including through the roll out of payments.
Our priorities for FY23 and beyond Our priorities for FY23 and beyond Our priorities for FY23 and beyond Our priorities for FY23 and beyond Our priorities for FY23 and beyond Our priorities for FY23 and beyond
•
Continue to actively identify new auction
houses and assets that we want to bring
online in the medium term.
•
The macroeconomic backdrop can
inuence the volume and value of assets
consigned through auction. We will work
collaboratively with auctioneers to make
iteasier to list assets on our marketplaces
to help facilitate the growth of the
auctionchannel.
•
Facilitate the move to timed auctions
through our account management teams.
•
Develop and grow our marketing solutions
to identify potential bidders, the underbidder
and to drive bidder acquisition and
conversion.
•
Upgrade the user experience and roll out
payments to make purchasing on our
marketplaces easier.
•
Roll out of integrated bidding to make it
easier for auctioneers to cross-list assets.
•
This cross-listing encourages bidders to
use ATG as their primary search portal by
presenting them with the broadest array
ofonline inventory.
•
Investment in a single technology platform,
which will provide both agility and exibility
to our operations, whilst also enabling the
acceleration of new product development.
•
The roll out of payments and growing
marketing across marketplaces in FY23.
•
This will be followed by the development
and roll out of other value-add services,
including delivery.
•
Actively look for acquisition opportunities to
add to our footprint and to increase value
across our network.
Associated risks Associated risks Associated risks Associated risks Associated risks Associated risks
Risks 1, 2, 3, 4, 5, 6 and 9 as further detailed in
the Principal Risks and Uncertainties section
of this report.
Risks 1, 2, 3, 4, 5, 6 and 9 as further detailed in
the Principal Risks and Uncertainties section
of this report.
Risks 1, 2, 3, 4, 5, 6 and 9 as further detailed in
the Principal Risks and Uncertainties section
of this report.
All risks as further detailed in the Principal
Risks and Uncertainties section of this report.
Risks 1, 2, 3, 4, 5, 6 and 9 as further detailed in
the Principal Risks and Uncertainties section
of this report.
Risks 5 and 9 as further detailed in the
Principal Risks and Uncertainties section
ofthis report.
1. Refer to the glossary for full denitions.
Our Six Strategic Drivers
ATG executes against six strategic growth drivers to unlock the
discovery and value of millions of items.
Auction Technology Group plc Annual Report 2022
20
Strategic Report

1. Extend
the total
addressable
market
2. Grow the
conversion rate
3. Enhance the
network effect
4. Expand
operational
leverage
5. Grow take
rate via value-
add services
6. Pursue
accretive M&A
What are the principles What are the principles What are the principles What are the principles What are the principles What are the principles
We are focused on three main areas: working
with existing auction houses to list more of
their assets on ATG marketplaces; bringing
new auction houses and new assets onto
each marketplace and moving into new
verticals that can benet from our technology
and bidders.
Conversion rate is a function of how often
ATG marketplaces provide the winning bidder
and represents GMV as a percentage of THV.
On the auctioneer side, we are facilitating the
move from live auctions to timed auctions,
bringing more exclusive inventory to ATG
bidders. On the bidder side, we will enhance
the end-to-end user experience to drive
higherconversion.
By enabling auctioneers to cross-list on
multiple marketplaces, they can gain access
to a larger bidder pool in a convenient and
cost-effective way with higher visibility for
their auctions. Bidders can also easily access
a larger and wider range of items available.
We operate a disciplined hub and spoke
model with centralised costs to ensure we
areable to improve protability and generate
cash as we grow, whilst also enabling our
businesses to remain nimble and respond
tomarket conditions.
We offer auctioneers a wider suite of
servicesthat will simplify their operations,
improve the user experience for bidders
whilst simultaneously enabling us to grow
ourrevenue. Such services include marketing
and an integrated payments solution.
Acquisitions and investments are a signicant
component of our growth strategy. Our focus
is on expanding into new verticals or
geographies by acquiring businesses that
enhance our leadership position in the online
auction space, enhancing the value of the
network to auctioneers and bidders, and/or
accelerating our ability to offer new
value-added services.
How we measure progress How we measure progress How we measure progress How we measure progress How we measure progress How we measure progress
•
THV¹
•
Conversion rate¹
•
GMV¹
•
Adjusted EBITDA margin
•
Take rate
1
•
All measures covered in other
strategicdrivers
Our progress in FY22 Our progress in FY22 Our progress in FY22 Our progress in FY22 Our progress in FY22 Our progress in FY22
•
THV grew 22% on a proforma basis at
constant currency to £10.1bn driven by
more auction houses listing more assets
onour marketplaces, the mix of assets on
our marketplaces and higher prices for
secondary goods.
•
New auction houses included the
largestauctioneer of commercial trucks
inNorth America.
•
Even as physical auctions have returned
post pandemic, our conversion rate has
remained at year-on-year at 33%.
•
THV at timed auctions increased 31% in
FY22 as we facilitated the shift from live
totimed.
•
Invested in our Search Engine Optimisation
and improved the user experience on our
websites including redesigning category
landing pages. We reached 172m bidding
sessions and 103m bids were placed in
theyear.
•
GMV grew 20% on a proforma basis at
constant currency to £3.3bn, growing on
theprior year which had beneted from the
tailwinds from the Covid-19 pandemic.
•
Developed an integrated bidding solution to
make it easier for auctioneers to cross-list
assets on our marketplaces and grow
bidder reach.
•
Adjusted EBITDA margin at 45% was at
onFY21 as the benets of strong revenue
growth and the Group’s high operational
leverage offset the adverse impact from
fullyear public company costs, planned
investments to drive future growth as well
as the mix impact from the growth in lower
margin payments revenue.
•
Take rate of 3.3% was down 0.2ppt from
FY21 as the impact from growth of low
commission real estate offset the growth
ofvalue-add services.
•
Expansion of our marketing solutions, roll
out of an integrated payments solution
across LiveAuctioneers and the initial roll
out of the integrated payments solution
across Proxibid.
•
Sucessfully integrated LiveAuctioneers’
operations, team and culture into ATG.
•
Shared best practices across businesses
including through the roll out of payments.
Our priorities for FY23 and beyond Our priorities for FY23 and beyond Our priorities for FY23 and beyond Our priorities for FY23 and beyond Our priorities for FY23 and beyond Our priorities for FY23 and beyond
•
Continue to actively identify new auction
houses and assets that we want to bring
online in the medium term.
•
The macroeconomic backdrop can
inuence the volume and value of assets
consigned through auction. We will work
collaboratively with auctioneers to make
iteasier to list assets on our marketplaces
to help facilitate the growth of the
auctionchannel.
•
Facilitate the move to timed auctions
through our account management teams.
•
Develop and grow our marketing solutions
to identify potential bidders, the underbidder
and to drive bidder acquisition and
conversion.
•
Upgrade the user experience and roll out
payments to make purchasing on our
marketplaces easier.
•
Roll out of integrated bidding to make it
easier for auctioneers to cross-list assets.
•
This cross-listing encourages bidders to
use ATG as their primary search portal by
presenting them with the broadest array
ofonline inventory.
•
Investment in a single technology platform,
which will provide both agility and exibility
to our operations, whilst also enabling the
acceleration of new product development.
•
The roll out of payments and growing
marketing across marketplaces in FY23.
•
This will be followed by the development
and roll out of other value-add services,
including delivery.
•
Actively look for acquisition opportunities to
add to our footprint and to increase value
across our network.
Associated risks Associated risks Associated risks Associated risks Associated risks Associated risks
Risks 1, 2, 3, 4, 5, 6 and 9 as further detailed in
the Principal Risks and Uncertainties section
of this report.
Risks 1, 2, 3, 4, 5, 6 and 9 as further detailed in
the Principal Risks and Uncertainties section
of this report.
Risks 1, 2, 3, 4, 5, 6 and 9 as further detailed in
the Principal Risks and Uncertainties section
of this report.
All risks as further detailed in the Principal
Risks and Uncertainties section of this report.
Risks 1, 2, 3, 4, 5, 6 and 9 as further detailed in
the Principal Risks and Uncertainties section
of this report.
Risks 5 and 9 as further detailed in the
Principal Risks and Uncertainties section
ofthis report.
1. Refer to the glossary for full denitions.
Auction Technology Group plc Annual Report 2022
21
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

Adding new auction
houses
ATG is continually looking to extend its addressable market by actively
attracting new auctioneers to our marketplaces. One example in FY22 was
Indiana Auto Auction who serve some of North America’s largest automotive
and truck markets including in Detroit, Chicago and Indianapolis. They run
regular heavy and light duty truck auctions, featuring a range of trucks and
trailers for sale.
Attracted by Proxibid’s extensive bidder reach and marketplace technology,
Indiana Auto Auction completed its rst online auction with ATG in April 2022
and saw immediate success, generating strong web trafc, a signicant
number of online bidders and importantly Proxibid providing a large number of
winning bids for the very rst auction. Since then, the partnership has continued
to grow, with Indiana Auto Auction running 38 auctions on Proxibid to the end of
September 2022, receiving over 120,000 catalogue views and attracting over
10,500 bidders at the auctions. Proxibid is looking forward to continuing to help
Indiana Auto Auction reach new bidders and grow their business in FY23.
Growing our auctioneer
marketing programme
Digital marketing is a key driver of auction success. We know that if we
canhelp auctioneers to reach bidders more effectively, this will increase the
number of bidders looking at auction catalogues, drive auction registrations
and ultimately result in more bids being placed and higher values. For
example, Proxibid auctions saw an average 72% increase in registered
bidders and 38% increase in winning bidders when supported by digital
marketing. We have upgraded our onsite advertisement experience on our
marketplaces, such as through the introduction of rotating banners and
sponsored auction lots. We continue to deliver new marketing solutions,
including a new SMS feature that reminds bidders that an auction is about
tostart.
Although we have seen great success in the development and adoption of
our auctioneer marketing programme, with marketing revenue currently less
than 0.4% of our GMV, we still see signicant opportunity to expand the
programme to more auctioneers and auctions in the coming year.
+72%
increase in registered bidders
on Proxibid when supported by
digital marketing
Grow our
conversion rate
Extend the total
addressable market
Strategic Report
Case Studies: Our Strategy in Action
Auction Technology Group plc Annual Report 2022
22

Expanding the take rate
via the development
and adoption of our
integrated payments
solution
Built to collect funds with the highest levels of ease, speed
and security in the industry, ATG’s integrated payments
solutions enable auction houses to seamlessly accept
payments from winning bidders. ATG’s solutions replace
alargely ofine and complex payments process, enabling
auctioneers to operate more efciently, including through
paying their consignors more quickly, and with greater
condence, as the integrated solution reduces the overall
risk of fraud, chargebacks, disputes and non-payment.
Apayments solution also provides bidders with a more
familiar, efcient and trusted checkout experience.
We have seen great success in the adoption of our
integrated payments solution on LiveAuctioneers so far,
with over 75% of US-based auction houses having been
onboarded and in September, 42% of US-based gross
transaction value was paid using the payments solution.
We have added new features during the year including
Instant Autopay, which enables credit card payments
from winning bidders to be captured immediately upon
invoicing. We have recently begun to roll out our
payments solution to Proxibid and plan to roll out the
solution to other marketplaces over the next year.
Grow the take rate via
value-add services
75%
of US auction houses
onLiveAuctioneers
have been onboarded
with payments
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Auction Technology Group plc Annual Report 2022
23
STRATEGIC REPORT

We are executing against
our purpose in three phases
Horizon 1
Expansion
•
Launch value-add services
•
Extend into nancing, insurance,
restoration, repair, maintenance
and logistics
•
Expand ecosystem digitally to
leverage insights
E2E experience
•
Build high standard e-commerce
capabilities
•
Upgrade user experience
•
Integrate auction value chain
•
Provide multiple tiers of service
Foundation
•
Develop technology to work across
multiple geographies and verticals
•
Unify fragmented market
•
Build shared success revenue model
Horizon 2
Horizon 3
ATG is uniquely positioned to lead the transformation
of the industry, with deep knowledge and the scale to invest.
We are executing against our purpose in three phases:
Auction Technology Group plc Annual Report 2022
24
Strategic Report

Auction Technology Group plc Annual Report 2022
25
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

Key Performance Indicators
1. In February 2020 the Group underwent a restructure at the same time as acquiring Proxibid. Full details of the restructure and accounting implications are detailed in the
FY21 Annual Report and Accounts. As a result of the accounting for the restructure, the reported nancial results for FY20 represent only an eight-and-a-half month period
to 30 September 2020. To aid comparisons, FY20 has been presented as if the restructure and acquisition had occurred on 1 October 2019 and include the full year actual
results for this period.
2. This report provides alternative performance measures (“APMs”) which are not dened or specied under the requirements of UK-adopted International Accounting
Standards. We believe these APMs provide readers with important additional information on our business and aid comparability. We have included a comprehensive list of
the APMs in note 3 to the nancial statements, with denitions, an explanation of how they are calculated, why we use them and how they can be reconciled to a statutory
measure where relevant.
Financial KPIs
Revenue
(£m)
£119.8m
22
21
20
1
£119.8m
£70.1m
£52.3m
Adjusted EBITDA
2
(£m)
£54.0m
22
21
20
1
£54.0m
£31.8m
£22.2m
Adjusted EBITDA margin
2
(%)
45%
22
21
20
1
45%
45%
42%
Adjusted free cash ow conversion
2
(%)
92.5%
22
21
20
92.5%
95.7%
88.0%
Why we use this measure Why we use this measure Why we use this measure Why we use this measure
Revenue is used to measure the Group’s overall growth and
tradingperformance.
Adjusted EBITDA is the measure used to assess the operating
performance of the Group.
Adjusted EBITDA margin represents the Group adjusted EBITDA
as a percentage of total Group revenue and is used to assess the
operating performance of the Group.
The Group monitors its operational efciency with reference to
operational cash conversion, dened as adjusted free cash ow
as a percentage of adjusted EBITDA.
Performance Performance Performance Performance
Revenue increased 71% vs FY21, driven by the contribution
from LiveAuctioneers, growth across each of the two reporting
segments and a foreign exchange benet.
The Group’s adjusted EBITDA increased 70% year-on-year driven
by strong revenue growth and including the acquisition of
LiveAuctioneers.
The Group’s adjusted EBITDA margin was at year-on-year as the
benets of strong revenue growth and the Group’s high operational
leverage offset the adverse impact from full year public company
costs, planned investments to drive future growth as well as the
impact from the growth in lower margin payments revenue.
The Group generated £49.9m of adjusted free cash ow
2
in FY22
(FY21: £30.4m) and achieved adjusted EBITDA to adjusted free
cash ow conversion of 92.5% (FY21: 95.7%).
Principal risks Principal risks Principal risks Principal risks
Link to remuneration Link to remuneration Link to remuneration Link to remuneration
Yes – see pages 106 to 112 of the Directors’ Remuneration Report
for further details
Yes – see pages 106 to 112 of the Directors’ Remuneration Report
for further details
No No
Strategy/focus area Strategy/focus area Strategy/focus area Strategy/focus area
We monitor progress against the delivery of our
strategic drivers using nancial and non-nancial
key performance indicators.
Auction Technology Group plc Annual Report 2022
26
Strategic Report

Financial KPIs
Find out more on page 20
Strategy/focus area
Revenue
(£m)
£119.8m
22
21
20
1
£119.8m
£70.1m
£52.3m
Adjusted EBITDA
2
(£m)
£54.0m
22
21
20
1
£54.0m
£31.8m
£22.2m
Adjusted EBITDA margin
2
(%)
45%
22
21
20
1
45%
45%
42%
Adjusted free cash ow conversion
2
(%)
92.5%
22
21
20
92.5%
95.7%
88.0%
Why we use this measure Why we use this measure Why we use this measure Why we use this measure
Revenue is used to measure the Group’s overall growth and
tradingperformance.
Adjusted EBITDA is the measure used to assess the operating
performance of the Group.
Adjusted EBITDA margin represents the Group adjusted EBITDA
as a percentage of total Group revenue and is used to assess the
operating performance of the Group.
The Group monitors its operational efciency with reference to
operational cash conversion, dened as adjusted free cash ow
as a percentage of adjusted EBITDA.
Performance Performance Performance Performance
Revenue increased 71% vs FY21, driven by the contribution
from LiveAuctioneers, growth across each of the two reporting
segments and a foreign exchange benet.
The Group’s adjusted EBITDA increased 70% year-on-year driven
by strong revenue growth and including the acquisition of
LiveAuctioneers.
The Group’s adjusted EBITDA margin was at year-on-year as the
benets of strong revenue growth and the Group’s high operational
leverage offset the adverse impact from full year public company
costs, planned investments to drive future growth as well as the
impact from the growth in lower margin payments revenue.
The Group generated £49.9m of adjusted free cash ow
2
in FY22
(FY21: £30.4m) and achieved adjusted EBITDA to adjusted free
cash ow conversion of 92.5% (FY21: 95.7%).
Principal risks Principal risks Principal risks Principal risks
Link to remuneration Link to remuneration Link to remuneration Link to remuneration
Yes – see pages 106 to 112 of the Directors’ Remuneration Report
for further details
Yes – see pages 106 to 112 of the Directors’ Remuneration Report
for further details
No No
Strategy/focus area Strategy/focus area Strategy/focus area Strategy/focus area
Extend the total
addressable market
Grow the
conversion rate
Enhance the
network effect
Expand
operationalleverage
Grow take rate via
value-added services
Pursue
accretive M&A
Auction Technology Group plc Annual Report 2022
27
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

Strategy/focus area
1. In February 2020 the Group underwent a restructure at the same time as acquiring Proxibid. Full details of the restructure and accounting implications are detailed in the
FY21 Annual Report and Accounts. As a result of the accounting for the restructure, the reported nancial results for FY20 represent only an eight-and-a-half month period
to 30 September 2020. To aid comparisons, FY20 has been presented as if the restructure and acquisition had occurred on 1 October 2019 and include the full year actual
results for this period.
2. This report provides alternative performance measures (“APMs”) which are not dened or specied under the requirements of UK-adopted International Accounting
Standards. We believe these APMs provide readers with important additional information on our business and aid comparability. We have included a comprehensive list of
the APMs in note 3 to the nancial statements, with denitions, an explanation of how they are calculated, why we use them and how they can be reconciled to a statutory
measure where relevant.
3. The FY21 results have been restated to adjust the foreign currency translation reserves and nance income by £2.3m. Full details are provided in note 1 of the Consolidated
Financial Statements.
Basic loss per share
(p)
(5.1)p
22
21
3
20
(5.1)p
(31.0)p
(34.3)p
Adjusted diluted earnings per share
2
(p)
29.5p
22
21
29.5p
9.2p
Why we use this measure Why we use this measure
Basic loss per share represents the loss for the year attributable
to ordinary shareholders.
Adjusted diluted earnings per share (previously called “adjusted
earnings per share”) represents the adjusted earnings for the year
attributable to ordinary shareholders divided by the diluted weighted
average number of ordinary share outstanding during the year.
Performance Performance
Basic loss per share of 5.1p improved from a loss of 31.0p in
FY21 driven by the reduction in loss after tax year-on-year.
Adjusted diluted earnings per share of 29.5p increased from 9.2p
in FY21 due to an increase in adjusted earnings after tax
year-on-year.
Principal risks Principal risks
Link to remuneration Link to remuneration
No Yes – see pages 106 to 112 of the Directors’ Remuneration Report
for further details
Strategy/focus area Strategy/focus area
Financial KPIs
Extend the total
addressable market
Grow the
conversion rate
Enhance the
network effect
Expand
operationalleverage
Grow take rate via
value-added services
Pursue
accretive M&A
Find out more on page 20
Auction Technology Group plc Annual Report 2022
28
Strategic Report
Key Performance Indicators
continued

Auction Technology Group plc Annual Report 2022
29
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

1. Refer to the glossary for full denitions.
Operating KPIs
Strategy/focus area
Total hammer value (“THV”)
1
(£bn)
£10.1bn
22
21
20
£10.1bn
£7.8bn
£6.1bn
Conversion rate
1
(%)
33%
22
21
20
33%
33%
31%
Gross merchandise value (“GMV”)
1
(£bn)
£3.3bn
22
21
20
£3.3bn
£2.6bn
£1.9bn
Take rate
1
(%)
3.3%
22
21
20
3.3%
3.5%
3.8%
Why we use this measure Why we use this measure Why we use this measure Why we use this measure
The Group’s THV represents the total nal sale value of all lots
listed on the marketplaces or the platform.
The conversion rate (previously called “online share”) is
calculatedbased on the GMV as a percentage of the THV.
Itrepresents the %of total nal sale value of lots listed and
soldonATG’s marketplaces where the winning bid was
placedonan ATGmarketplace.
The Group’s GMV represents the total nal sales value of all lots
sold via winning bids placed on the marketplaces or the platform.
Take rate represents marketplace revenue as a percentage of
GMV.It represents how we monetise the value of items sold
onourmarketplaces.
Performance Performance Performance Performance
THV grew 29% at actual exchange rates and 22% at constant
currency to £10.1bn, driven by more auction houses listing assets
on ATG marketplaces, higher prices for secondary goods and the
mix of assets on our marketplaces.
The conversion rate was at year-on-year, as the impact of a return
to physical auctions was offset by the continued shift to timed
auctions and improvements made to the bidder experience on
ATGmarketplaces.
GMV has increased 27% year-on-year at actual exchange rates
and20% at constant currency driven by the growth in THV and
aat conversion rate year-on-year.
Take rate decreased by 0.2ppt to 3.3% as the impact from growth
of low commission real estate offset the roll out and rising
adoption of marketing and payments services.
Principal risks Principal risks Principal risks Principal risks
Link to remuneration Link to remuneration Link to remuneration Link to remuneration
No No No No
Strategy/focus area Strategy/focus area Strategy/focus area Strategy/focus area
Find out more on page 20
Extend the total
addressable market
Grow the
conversion rate
Enhance the
network effect
Expand
operationalleverage
Grow take rate via
value-added services
Pursue
accretive M&A
Auction Technology Group plc Annual Report 2022
30
Strategic Report
Key Performance Indicators
continued

Operating KPIs
Total hammer value (“THV”)
1
(£bn)
£10.1bn
22
21
20
£10.1bn
£7.8bn
£6.1bn
Conversion rate
1
(%)
33%
22
21
20
33%
33%
31%
Gross merchandise value (“GMV”)
1
(£bn)
£3.3bn
22
21
20
£3.3bn
£2.6bn
£1.9bn
Take rate
1
(%)
3.3%
22
21
20
3.3%
3.5%
3.8%
Why we use this measure Why we use this measure Why we use this measure Why we use this measure
The Group’s THV represents the total nal sale value of all lots
listed on the marketplaces or the platform.
The conversion rate (previously called “online share”) is
calculatedbased on the GMV as a percentage of the THV.
Itrepresents the %of total nal sale value of lots listed and
soldonATG’s marketplaces where the winning bid was
placedonan ATGmarketplace.
The Group’s GMV represents the total nal sales value of all lots
sold via winning bids placed on the marketplaces or the platform.
Take rate represents marketplace revenue as a percentage of
GMV.It represents how we monetise the value of items sold
onourmarketplaces.
Performance Performance Performance Performance
THV grew 29% at actual exchange rates and 22% at constant
currency to £10.1bn, driven by more auction houses listing assets
on ATG marketplaces, higher prices for secondary goods and the
mix of assets on our marketplaces.
The conversion rate was at year-on-year, as the impact of a return
to physical auctions was offset by the continued shift to timed
auctions and improvements made to the bidder experience on
ATGmarketplaces.
GMV has increased 27% year-on-year at actual exchange rates
and20% at constant currency driven by the growth in THV and
aat conversion rate year-on-year.
Take rate decreased by 0.2ppt to 3.3% as the impact from growth
of low commission real estate offset the roll out and rising
adoption of marketing and payments services.
Principal risks Principal risks Principal risks Principal risks
Link to remuneration Link to remuneration Link to remuneration Link to remuneration
No No No No
Strategy/focus area Strategy/focus area Strategy/focus area Strategy/focus area
Auction Technology Group plc Annual Report 2022
31
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

The nancial results for FY22 are presented
for the year ended 30 September 2022. On
1October 2021, the Group completed its
acquisition of LiveAuctioneers. The results for
LiveAuctioneers are included within the A&A
operating segment in FY22. Full details of the
accounting implications are detailed in note
11 of the Consolidated Financial Statements.
The impact of the acquisition affects
thecomparability of the Group’s results.
Therefore, to aid comparisons between
FY21and FY22, alternative performance
measures (“APMs”) have been presented.
The prior period proforma unaudited results
have been presented as if the acquisition of
LiveAuctioneers and Auction Mobility had
occurred on 1 October 2020 on a constant
currency basis.
Note 3 of the Consolidated Financial
Statements includes a full reconciliation of
allAPMs presented to the reported results
forFY22 and FY21.
Group
Group revenue on a reported basis increased
71% year-on-year to £119.8m, driven by the
contribution from LiveAuctioneers, growth
across each of the reporting segments and
due to the foreign exchange benet from the
strengthening of the US dollar with 82% of
the Group’s revenue derived in US dollars.
Proforma revenue growth of 11% was driven
by GMV growth, as the structural shift of the
auction industry online proved to be resilient,
as well as strong growth from the roll out of
value-added services including marketing
services and payments. Value-add services
across A&A and I&C grew 40% year-on-year
at constant currency and now account for
16% of total revenue. The take rate across the
Group decreased slightly to 3.3% as the
positive impact from value-add services was
offset by the growth of real estate which has
a high lot value and lower take rate, resulting
in marketplace proforma revenue growth of
11% to £108.0m.
Revenue
FY22
£m
FY21
£m
Movement
reported
Movement
proforma
3
Arts & Antiques (“A&A”) 55.3 16.2 241% 10%
Industrial & Commercial (“I&C”) 52.7 43.7 21% 13%
Total marketplace 108.0 59.9 80% 11%
Auction Services 8.6 7.1 21% 9%
Content 3.2 3.1 3% 3%
Total 119.8 70.1 71% 11%
Revenue
£119.8m
FY21: £70.1m
Adjusted EBITDA
1
£54.0m
FY21: £31.8m
Prot/(loss) before tax
£9.3m
FY21: £(25.0)m
2
Adjusted diluted earnings per share
1
29.5p
FY21: 9.2p
Basic loss per share
(5.1)p
FY21: (31.0)p
2
Adjusted free cash ow
1
£49.9m
FY21: £30.4m
Chief Financial Ofcer’s Review
Another year of strong growth and investment
while maintaining adjusted EBITDA margins.
1. This report provides alternative performance measures (“APMs”) which are not dened or specied under the
requirements of UK-adopted International Accounting Standards. We believe these APMs provide readers with
important additional information on our business and aid comparability. We have included a comprehensive list
of the APMs in note 3 to the Consolidated Financial Statements, with denitions, an explanation of how they are
calculated, why we use them and how they can be reconciled to a statutory measure where relevant.
2. The FY21 results have been restated to adjust the foreign currency translation reserves and nance income
by£2.3m. Full details are provided in note 1 of the Consolidated Financial Statements.
3. Operational KPIs are unaudited, Refer to the glossary for full denitions. The Group has made certain
acquisitions that have affected the comparability of the Group’s results. To aid comparisons between FY22 and
FY21, operational KPIs have been presented to include the results as if the acquisition of LiveAuctioneers and
Auction Mobility had occurred on 1 October 2020 shown on a constant currency basis using average exchange
rates for the current nancial period applied to the comparative period and are used to eliminate the effects of
uctuations in assessing performance.
Auction Technology Group plc Annual Report 2022
32
Strategic Report

Revenue by geography
£107.9m
18%
3%
79%
FY21
proforma
£119.8m
15%
3%
82%
FY22
North America
Europe
UK
Art & Antiques
Reported revenue in A&A increased by 241%
to £55.3m and on a proforma basis, grew
10%. GMV declined by 5% at constant
currency against challenging comparatives
inthe prior year which had beneted from the
Covid-19 tailwind. Whilst THV growth on our
marketplaces remained robust as we added
new auction houses and new assets, the
conversion rate in A&A decreased from
19%to 16%, impacted by the reopening of
physical auctions and newer THV on our
marketplaces, including THV from global
auction houses, which tends to have a
lowerconversion rate. Revenue growth
wasenhanced by an increasing uptake of
ourpayments solution on LiveAuctioneers,
as well as growth in marketing revenue.
As a result, the take rate in A&A increased
by1.2ppt to 8.0%.
Industrial & Commercial
Reported revenue increased 21% to £52.7m
and on a proforma basis revenue grew 13%.
This was largely driven by growth in the value
and volume of secondary assets listed on our
marketplaces with THV up 28% at constant
currency. Secondary asset prices increased
in the year, driven by shortages of equipment
in primary markets, although the rate of price
ination did begin to soften in the second half
of the year. High secondary asset prices were
partially driven by lengthened I&C equipment
replacement cycles, which in turn negatively
impacted the volume available for secondary
markets. The conversion rate in I&C was at
at 45%, driven by bidder conversion and a
continued growth in the adoption of timed
auctions. Performance in I&C was impacted
by the growth of real estate which has a high
lot value and low commission rate resulting
in a decrease in the take rate from 2.3% to
2.0%. Excluding the impact of real estate,
thetake rate in I&C would have been at.
Auction Services
Auction Services revenue of £8.6m grew 21%
year-on-year and 9% on a proforma basis,
beneting from customer acquisition at
Auction Mobility. We continue to see the
benets of offering auctioneers a suite of
integrated products, which provides them
optionality with accessing the online auction
market.
Content
Content revenue grew 3% to £3.2m, driven
bythe ongoing recovery in advertising
volumes following the impact of the Covid-19
pandemic, although we would expect content
revenue to revert to its historic trends of
moderate declines going forward.
Operating prot
Operating prot increased by 182% to £16.8m
driven by the increase in revenue and a small
decrease to the Group’s administrative
expenses year-on-year.
Gross prot increased 75% to £79.7m
reecting the increase in revenue and high
ow through of revenue to gross prot. The
gross prot margin of 67% was slightly up
year-on-year as the growth of high margin
commission revenue offset the dilutive margin
impact from the growth of payments revenue.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Auction Technology Group plc Annual Report 2022
33

The Group’s administrative expenses of
£63.6m slightly decreased compared to the
prior year largely due to the impact of one-off
exceptional costs of £21.8m incurred in the
prior year (FY22: nil) relating to the IPO and
the acquisition of Auction Mobility and
LiveAuctioneers as detailed in note 3,
offsetting the other increases in the
Group’scost base with the inclusion of
LiveAuctioneers. The share-based payment
expense in FY22 of £5.2m represents the
pre-admission awards at IPO, the one-off
LiveAuctioneers LTIPs and the 2021 and
2022 LTIPs which have been issued to
Directors and senior management, including
new additions to the ATG management team
in 2022. Thisexpense compares to a charge
of £11.9m in FY21 which included the
one-offshare awards that were issued to
Directors and employees as part of the IPO.
We would expect share-based payments to
increase in FY23, including the impact of
awards for new senior management.
Excluding the year-on-year impact of
exceptional costs and share-based
payments, administrative expenses
increased by £25.6m, driven by a £12.9m
increase in amortisation, the additional
costsfrom LiveAuctioneers, full year costs
associated with being a listed company as
well as planned investments to support
future growth, including in new roles in
oursenior management team.
Adjusted EBITDA
Adjusted EBITDA denitions and
reconciliations to the reported results are
presented in note 3 of the Consolidated
Financial Statements.
Adjusted EBITDA increased by £22.2m
year-on-year to £54.0m, driven by strong
revenue growth and the acquisition of
LiveAuctioneers. The adjusted EBITDA
margin of 45% was at from FY21 as the
benets of strong revenue growth and the
Group’s high operational leverage offset the
adverse impact from full year public company
costs, planned investments to drive future
growth as well as the mix impact from the
growth in lower margin payments revenue.
Net nance costs
Net nance costs were £7.5m compared
tonance costs of £4.4m¹ in FY21. Finance
costs of £9.6m (FY21: £17.1m) primarily relate
to interest on our US dollar denominated
Senior Term Facility which carries an interest
rate linked to USD LIBOR. In the second half
of the year, the increase inLIBOR as well as
the strengthening of thedollar resulted in
anincrease in the interest cost. Finance
costs also include commitment fees on
theundrawn Revolving Credit Facility
andamortisation of prepaid nance costs
of£0.9m, as well as the movement in
contingent consideration forAuction Mobility
of £1.1m, and £0.7m related to the unwind
ofthe discount on the LiveAuctioneers
contingent consideration. Inthe prior year,
Statutory nancial performance
FY22
£m
FY21
Restated
1
£m Movement
Revenue 119.8 70.1 71%
Cost of sales (4 0.1) (24.5) 64%
Gross prot 79.7 45.6 75%
Administrative expenses (63.6) (66.5) (4)%
Other operating income 0.7 0.3 133%
Operating prot/(loss) 16.8 (20.6) 182%
Adjusted EBITDA (as dened in note 3) 54.0 31.8 70%
Finance income 2.1 12.7 (83)%
Finance cost (9.6) (17.1) (44)%
Net nance costs (7.5) (4.4) (70)%
Prot/(loss) before tax 9.3 (25.0) 137%
Tax expense (15.4) (2.4) (542)%
Loss for the year attributable to the equity holders of the Company (6.1) (27.4) 78%
1. The FY21 results have been restated to adjust the foreign currency translation reserves and nance income by £2.3m. Full details are provided in note 1 of the
ConsolidatedFinancial Statements.
Auction Technology Group plc Annual Report 2022
34
Strategic Report
Chief Financial Ofcer’s Review
continued

The average FY22 exchange rate of pound sterling against the US dollar signicantly weakened by 7.3% and appreciated by 3.5% against the
euro compared to FY21, as shown in the table below.
Average rate Closing rate
FY22 FY21 Movement FY22 FY21 Movement
Euro 1.18 1.14 3.5% 1.13 1.16 (2.6)%
US dollar 1.27 1.37 (7.3%) 1.12 1.35 (17.0)%
When comparing revenue in FY21 to FY22, changes to currency exchange rates had a favourable impact on revenue of £6.1m. The Group also
has a $204.0m Senior Term Facility with interest costs which are also sensitive to movements in foreign currency, resulting in an unfavourable
movement of £31.8m on the Facility as at 30 September 2022.
nance costs related to interest costs on
borrowing including early repayment fees
forthe Old Senior Facilities agreement and
interest on the preference shares which were
fully settled as part of the IPO restructure.
Finance income of £2.1m (FY21: £12.7m¹)
related to foreign exchange gains primarily
arising from our cash, external and intergroup
loan balances held inUS dollars and the
appreciation of the USdollar versus pound
sterling in theyear. The FY21 results have
been restated following a reassessment of
the Group’s subsidiary functional currencies.
This resulted in a £2.3m gain within nance
income; further details are provided in note 1.
Prot/(loss) before tax
After the impact of net nance costs, the
Group reported a prot before tax of £9.3m
(FY21: loss of £25.0m
1
).
Taxation
The overall tax expense for the year was
£15.4m (FY21: £2.4m
1
), arising from the
protin the year and a deferred tax expense
on unrealised foreign exchange differences.
The unrealised foreign exchange differences
were not recognised in the Group’s prot
forthe year due to differences in the
functional currency basis under tax and
accounting rules for the US holding entities.
The Group’s effective tax rate for FY22 of
166% (FY21: 9.3%¹) is higher than the UK tax
rate of 19% due to the net impact of allowable
deductions for the exercise of share options
and the deferred tax liability on the foreign
exchange movements in the year.
The Group is committed to paying its fair
share of tax and manages tax matters in
linewith the Group’s Tax Strategy, which is
approved by the Board and is published on our
website www.auctiontechnologygroup.com.
Loss per share and adjusted diluted
earnings per share
Basic and diluted loss per share was
5.1pcompared to a loss of 31.0p
1
in FY21,
driven by the reduction in loss after tax
year-on-year. The weighted average number
of shares in issue during the period was
120.3m (FY21: 88.2m shares), with the
increase year-on-year primarily attributable to
the full year impact of the equity raise for the
LiveAuctioneers acquisition which occurred
in June 2021 and shares issued for the IPO
inMarch 2021.
Adjusted diluted earnings per share was
29.5p compared to 9.2p in FY21, and is
basedon loss after tax adjusted to exclude
share-based payment expense, exceptional
items (operating and nance costs),
amortisation of acquired intangible assets
and any related tax effects. The increase
year-on-year is due to the increase in adjusted
earnings, partially offset by an increase in the
weighted average number of ordinary shares
and dilutive options in the year.
A reconciliation of the Group’s diluted
earnings per share to adjusted diluted
earnings per share is set out in note 3.
LiveAuctioneers acquisition
On 1 October 2021, the Group acquired 100%
of the equity share capital of LiveAuctioneers
for total consideration of £404.0m. Of the
total consideration, £28.3m was settled via
equity instruments in the Company. When
determining the consideration, the equity
instruments were fair valued based on the
share price as at the date the acquisition
completed. LiveAuctioneers is the largest
curated online marketplace for Art & Antiques
in North America and the purpose of the
acquisition was to further strengthen the
Group’s presence in this segment. The full
acquisition accounting is detailed in note 11.
Foreign currency impact
The Group’s reported performance is sensitive
to movements in both the US dollar and the
euro against the pound sterling with a mix of
revenues included in the table below.
Auction Technology Group plc Annual Report 2022
35
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

Statement of nancial position
Overall net assets at 30 September 2022
have increased by £99.9m to £539.3m since
30 September 2021. Total assets increased
by £187.9m, mainly due to the acquisition of
LiveAuctioneers with signicant additions to
goodwill and intangible assets of £449.1m
and a net cash outow of £358.8m for the
acquisition. The weakening of pound sterling
against the US dollar during the year has
given rise to a gain of £115.3m on assets
held. The Group’s goodwill and intangibles
were tested for impairment at 30 September
2022 and whilst no impairment was
recognised, the A&A and Auction Services
cash generating units are very sensitive to
the key assumptions used in the model.
Referto note 12 for further details.
Total liabilities increased by £88.0m, primarily
due to the inclusion of LiveAuctioneers which
included a deferred tax liability of £42.2m
that arose due to acquisition accounting,
foreign exchange movements on the external
loan of £31.8m and a deferred tax liability
of£15.9m on unrealised foreign exchange
differences. An £86.1m gain was recognised
within the foreign currency translation
reserve relating to the net impact of
foreignexchange differences arising
onthetranslation of foreign operations.
Cash ow and adjusted net debt
The Group generated strong cash from
operations at £49.4m (FY21: £15.9m) driven
bythe high ow through of revenue to adjusted
EBITDA. Capital expenditure in the period was
£4.5m (FY21: £2.1m) and primarily related to
the inclusion of LiveAuctioneers capital
expenditure, investments in technology to
support platform enhancements in addition
toinfrastructure investment to support more
seamless dual listing across our marketplaces.
As we migrate towards a single technology
platform, we would expect our total capital
expenditure to increase to £8m to £10m
fortwo years before normalising from
FY25onwards.
Adjusted net debt
1
as at 30 September 2022
was £129.0m, an increase from £119.7m as
at31 March 2022 as operating cash ow
generation was offset by the foreign exchange
impact on our $204.0m Senior Term Facility.
The Group had cash in bank of £51.8m and
borrowings of £180.8m which was also
impacted by the year-on-year movement in
the US dollar versus pound sterling (31 March
2022: cash in bank of £35.2m and borrowings
of £154.9m). As detailed in our post balance
sheet events, we pre-paid $43.7m of our
Senior Term Facility at the start of October
2022. We expect to continue to make
prepayments to our Senior Term Loan
through FY23.
The adjusted net debt/ adjusted EBITDA ratio
was 2.4x and if recalculating adjusted net
debt using an average foreign exchange rate,
the leverage ratio would be 2.2x.
The Group’s adjusted free cash ow
1
was
£49.9m (FY21: £30.4m), a conversion rate of
92.5% (FY21: 95.7%). A reconciliation of cash
generated from operations to adjusted free
cash ow
1
and adjusted free cash ow
conversion¹ is included in note 3 of the
Consolidated Financial Statements.
Dividends
The Group sees strong growth opportunities
through organic and inorganic investments
and, as such, intends to retain any future
earnings to nance such investments.
No dividends have been paid or proposed
forFY22 or FY21.
Post balance sheet events
The Group pre-paid $43.7m of their Senior
Term Facility at the start of October 2022
using the Group’s available cash.
Related parties
Related party disclosures are detailed in note
23 to the Consolidated Financial Statements.
Going concern
The Directors have undertaken the going
concern assessment for the Group for a
minimum of 12 months from the date of
signing these nancial statements. The
Directors have assessed the Group’s
prospects, both as a going concern and its
longer-term viability as set outon page 45. As
part of the going concern review the Directors
have reviewed the Group’s forecasts and
projections, assessed the headroom on the
Group’s Facilities and the banking covenants.
This has been considered under a base case
and several plausible but severe downside
scenarios, taking into consideration the
Group’s principal risks and uncertainties set
out on pages 40 to 44. Refer to note 1 for
further details.
These scenarios individually, or collectively
donot threaten the ability of the Group to
continue as a going concern. Even in the
mostextreme downside scenario modelled
(the combination of all downside scenarios
occurring at once) the Group would be able to
operate within the level of its current available
debt facilities and covenants. After due
consideration, the Directors have concluded
that there is a reasonable expectation that the
Group has adequate resources to continue in
operational existence for at least 12 months
from the date of this report. For this reason,
the Directors continue to adopt the going
concern basis in preparing the Consolidated
Financial Statements for the Group.
Tom Hargreaves
Chief Financial Ofcer
1 December 2022
1. The Group provides alternative performance measures (“APMs”) which are not dened or specied under the requirements of UK-adopted International
Accounting Standards. We believe these APMs provide readers with important additional information on our business and aid comparability. We have
included a comprehensive list of the APMs in note 3 to the Consolidated Financial Statements, with denitions, an explanation of how they are calculated,
why we use them and how they can be reconciled to a statutory measure where relevant.
Auction Technology Group plc Annual Report 2022
36
Strategic Report
Chief Financial Ofcer’s Review
continued

STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Auction Technology Group plc Annual Report 2022
37

Board & Audit Committee
Senior management
1st Line of Defence 2nd Line of Defence 3rd Line of Defence
Management
controls
Internal
control
measures
Financial Controller
Security
Risk Management
Internal audit
Quality
Inspection
Compliance
External audit
Regulator
Three Lines of Defence model
Risk Management
The Board seeks to maintain an effective approach to risk management
whilst remaining alert for new and emerging risks.
Risk management framework
We aim to approach risk management
inasimple and practical manner, whilst
remaining agile to consider any new and
emerging risks. The Board has overall
responsibility for determining the nature
and extent of its principal and emerging
risks, the extent of the Group’s risk
appetite, and for monitoring and reviewing
the effectiveness of the Group’s systems
of risk management and internal control.
The Board is responsible for identifying
the signicant strategic, operational,
nancial, compliance and reputational
risks and ensuring there is an appropriate
risk management framework in place to
manage these risks. On an annual basis
theBoard formally approves the Group’s
strategic riskregister.
The Board has implemented a monitoring
system to ensure that risk management and
all aspects of internal control are considered
on a regular basis. The monitoring system
assists in determining the nature and extent
of the signicant risks the Board is willing to
take in achieving its strategic objectives.
TheGroup applies the principles of the
“ThreeLines of Defence” model, as illustrated
in the diagram below.
Whilst having overall responsibility for
riskidentication and management,
theBoard delegates the day-to-day
responsibility for risk management
totheLeadership Team. The
overallmonitoring and review of the
effectiveness of the internal controls
andrisk management is delegated to
theAudit Committee.
Auction Technology Group plc Annual Report 2022
38
Strategic Report

1
Setting risk appetite
The Board takes a prudent approach when
deciding upon its appetite for risk and has
reassessed its risk appetite during the year.
There are areas of the Group’s business
where it is necessary to accept risks to
achieve a satisfactory return for
shareholders. These higher risk decisions
are incorporated into the Board’s overall
risk appetite.
The Group wants to be best in class and
highly respected across the industry. The
Board will not accept any negative impact
on reputation with any key stakeholders
and will only tolerate minimum exposure
such as minor negative press coverage.
The Board will not accept negative impacts
on employees.
In the pursuit of the Group’s strategy and
objectives, the Board is willing to accept
that in some circumstances risks may
result in some nancial loss or exposure.
The Board is not willing to accept revenue
opportunities or cost saving initiatives
unless a positive return is probable.
The Board is only willing to accept low
tomoderate exposure on operational
performance such as information integrity,
disaster recovery or succession planning.
2
Risk identication
Risks are identied both through a top
down and bottom up approach, and
onceidentied, the risks are captured
inthe Group’s strategic and operational
riskregisters.
3
Risk assessment
Each risk area identied is assessed
toascertain the likelihood of the risk
occurring, the impact if it does occur and
the actions being taken to manage the risk
to the desired level.
4
Risk management
Each of the Group’s principal risks has a
designated owner from the Leadership
Team. Risk registers are maintained to
monitor changes in the risks during the
year and the mitigating actions and
controls in place to manage the risks.
5
Monitoring, reporting and review
Thestrategic and operational risks are
monitored on an ongoing basis. Monitoring
also includes considering new and
emerging risks where the extent of their
impact on the Group is not yet fully known
and therefore they need to be tracked. The
output from the Group’s risk management
process is subject to periodic review and
challenge with the Leadership Team, the
Executive Directors and subsequently, the
Group’s principal risks and uncertainties are
submitted to the Audit Committee before
nal Board approval ahead of the Group’s
interim and full year results.
The principal risks identied for the Group
linked to the Group’s strategic priorities are
shown in the table on page 40.
Risk management
process and oversight
1 2
35
4
Auction Technology Group plc Annual Report 2022
39
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

Our risk assessment matrix prior
to mitigating actions:
1 IT infrastructure – stability
andbusiness continuity of
auctionplatforms
2 IT infrastructure – inability to keep
pace with innovation and changes
3 Data security/data loss
4 Competition
5 Failure to deliver expected
benetsfrom acquisitions and/or
integrate the business into the
Group effectively
6 Attracting and retaining skills/
capabilities and succession
planning
7 Regulatory compliance
8 Governance and internal control
9 Economic and geo-political
uncertainty
Likelihood
Severity
Medium
Medium
Low
High
Low
Low Medium
High
Critical
Identifying, monitoring and managing
the Group’s principal risks
The Board has carried out a robust
assessment of the principal risks facing the
Group, including those that would threaten
itsbusiness model, future performance,
solvency or liquidity. This included an
assessment of the likelihood and impact
ofeach risk identied, and the mitigating
actions being taken. Risk levels were
modied to reect the current view of
therelative signicance of each risk.
The principal risks and uncertainties
identied are detailed in this section.
Additional risks and uncertainties to the
Group, including those that are not currently
known or that the Group currently deems
immaterial, may individually or cumulatively
also have a material effect on the Group’s
business, results of operations and/or
nancial condition. Whilst we operate in an
evolving environment with several clear risks,
we take a proactive and robust approach to
identifying any new risks, and evaluating and
mitigating all known risks through a regular
review process.
New and emerging risks
The Board continues to review and monitor
external and internal business environments
to establish and understand risks and issues
that are new, developing, growing or
becoming more prominent. We do this
through a combination of operational risk
assessments and other horizon scanning
initiatives. This enables us to plan our
strategy and operations to minimise threats
of this nature.
Emerging risks
The Group’s ongoing risk management
process ensures that emerging risks are
identied and assessed by the Group’s
management to determine the impact on
thebusiness. Emerging risks, including
climate-related risks and environmental
reporting, were reviewed by the Sustainability
and Climate Risk Committee and the Audit
Committee during the year and reported
tothe Board. As a provider of digital
marketplace technology our carbon footprint
and environmental impact are low. Based on
the nature of the Group’s operations, it has
been assessed that climate change actually
presents opportunities for the Group as we
can facilitate and accelerate the growth of
the circular economy, creating a global
channel of sustainable commerce.
From the analysis performed with our
external consultants it has been concluded
that the nancial impact of climate-related
risks on the Group’s operations is low. The
Sustainability and Climate Risk Committee
has identied a range of potential transitional,
physical and investor-related risks and
opportunities, across the Group’s value chain,
including platforms, customers, consumers
and employees, which have been outlined in
detail on pages 59 to 60. On this basis the
Board has concluded there is no principal risk
for the Group in respect of climate change.
Risk assessment matrix
Year-on-year movement
Principal Risks and
Uncertainties
Auction Technology Group plc Annual Report 2022
40
Strategic Report

Trend key
Heightened risk
No change
Reduced risk
Risk and potential impact Change during the year Mitigating action / controls Link to strategy Trend
1. IT infrastructure – stability
and business continuity of
auction platforms
An inability to maintain a
consistently high-quality
experience, including network
orserver failure for the Group’s
auction house and bidder
customers across its
marketplaces or platform, could
affect the Group’s reputation,
increase its operational costs
and cause losses.
IT service disruption could occur
due to interruption in the
provision of service from key
suppliers whether that be from
natural disasters, the impact of
climate change, cyber-attacks
ortechnology failure.
The Group has grown with the acquisition
of LiveAuctioneers and now operates
seven marketplaces across three
technology platforms, which requires
continuous real-time monitoring.
A new global Chief Technology Ofcer was
appointed during the year to oversee the
future of the Group’s platforms, with a view
to accelerating the network effect across
the Group.
A new cross-functional team has also been
established to focus on ensuring stability
in the Group’s platforms.
The Group maintains a scalable and
resilient IT infrastructure with real-time
monitoring and alerts. Processes are in
place to ensure that dedicated technical
and client operations teams are mobilised
to minimise client impact.
We have a dedicated team who have
modernised the Group’s monitoring and
alerting framework to include real user
monitoring features to gain perspective
onour customers’ experience in the
marketplaces.
There are plans in place to transition all
marketplaces to a single technology
platform, centralise key back ofce
functions and streamline processes
overthe next two years.
Owner: Chief Technology Ofcer
2. IT infrastructure – inability
to keep pace with innovation
and changes
If the Group fails to keep pace
with innovation and changes in
technology this could result in
fewer auction houses and/or
bidders using the marketplaces
or platform and therefore a loss
of revenue.
To ensure the Group keeps pace with the
requirements for the auction houses and
bidders using our marketplaces the role
ofglobal Chief Product Ofcer was
established during the year.
A roadmap has been established to
migrate our three technology stacks to a
single technology platform. This platform
will allow us to become even more agile in
our response to technology innovations.
The newly appointed role of Chief Product
Ofcer will be key to developing the
Group’s value-add services. They will also
oversee the dedicated product team who
are responsible for keeping pace with
changes in customer expectations and
technological developments and dening
the roadmap of features for the platforms
and marketplaces. New functionality is
tested with a subset of the user base, to
gather real-time usage data and feedback,
to then optimise the user experience.
Owner: Chief Product Ofcer
3. Data security/data loss
A key asset to our business is
our data. Like many technology
businesses, the risk of security
breaches and/or targeted
attacks and other disruptions is
ever present. Whilst we design
security into the way we operate,
we are acutely aware that any
compromise to our systems
could disrupt the Group’s
business, compromise sensitive
and condential information,
affect the Group’s reputation,
increase its operational costs
and cause potential nancial
losses in the form of penalties.
Throughout the year, we have performed
arange of continuous improvement
activities to reduce the impact and
likelihood of potential cyber-attacks
inthefuture.
We have also engaged a senior resource,
as Head of Information Architecture and
Security, who has further enhanced our
strategic security programme, and will be
considering additional tooling to respond
to the evolving threats.
The Group has an internal governance
framework for data protection and security
policies and procedures in place along with
robust IT and security controls. Annual
penetration tests are performed on all
proprietary systems along with security
recommendations from third-party
security providers which are reviewed
eachmonth.
The Head of Information Architecture and
Security oversees all data security matters,
with independent assurance from our
Group Data Protection Ofcer, who both
work with stakeholders across the Group
to review, develop and improve our security
practices and processes.
Owner: Chief Technology Ofcer
Find out more on page 20
Strategy/focus area
Extend the total
addressable market
Grow the
conversion rate
Enhance the
network effect
Expand
operationalleverage
Grow take rate via
value-added services
Pursue
accretive M&A
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Auction Technology Group plc Annual Report 2022
41

Risk and potential impact Change during the year Mitigating action / controls Link to strategy Trend
4. Competition
The Group’s business model
may come under signicant
pressure should a signicant
number of auction houses
choose to take bidder
generation, technology
development and customer
service (amongst other things)
in-house or to a competitor
marketplace, and so bypass our
marketplaces. This also includes
auction houses who use the
Group’s white label offering to
maintain or build their own
brandpresence and operations
online rather than using the
Group’s platform.
We have successfully integrated
LiveAuctioneers, and our revenue is
nowevenly split between A&A and I&C,
providing ATG with exposure to a range
ofend markets.
ATG also benets from scale and a rst
mover advantage in the online auction
market. As the Group grows the number
ofbidder sessions, reaching 172m in
FY22,this will likely result in higher realised
values and therefore attract more assets
tobe listed on ATG’s marketplaces. Due to
these scale benets, the Group has a high
retention rate with auctioneers who see the
benet of the ATG model. Furthermore,
with c.3,800 auction houses on the
marketplaces, the Group has a low revenue
concentration, meaning that the churn of
any single auction house will not have a
large effect on revenues.
We have also continued to improve our
user experience in order to enhance the
bidder journey on our marketplaces.
The combination of our leadership, people,
agile way of working and strong industry
knowledge and networks helps to ensure
that we stay up-to-date with the
competitive landscape within which
weoperate.
We are constantly innovating with our
technology and engaging our customers
for feedback. We also undertake regular
horizon-scanning activities to understand
competitive threats and opportunities.
The Group is investing in its End-to-End
Experience to signicantly improve the
online buying experience at auction as well
as simplifying and streamlining how
auction lots are listed online to further
strengthen its competitive position.
Owner: Chief Executive Ofcer
5. Failure to deliver expected
benets from acquisitions
and/or integrate the business
into the Group effectively
The Group has recently made
and in the future may undertake
further acquisitions and
investments, which may prove
unsuccessful or divert its
resources, result in operating
difculties, and otherwise
disrupt the Group’s operations.
At the start of FY22, the acquisition of
LiveAuctioneers completed, a signicant
acquisition for the Group.
Integration of LiveAuctioneers into the
Group has progressed well. Key senior
management from LiveAuctioneers have
been retained and taken on global roles
within the Leadership Team. Best practices
have been shared across LiveAuctioneers
and the Group including in the
development and roll out of payments
starting on Proxibid.
We have an experienced Head of M&A who
takes a disciplined approach to identifying
and testing acquisitions to ensure they
would be an appropriate strategic t for
theGroup as well as earnings enhancing.
Clear plans and route maps are prepared
to successfully integrate newly acquired
businesses into the Group. It is important
that we retain key expertise in our newly
acquired businesses. Post the acquisitions
completing we continue to review
operational structures to ensure they
areoptimised globally.
Performance of the acquired businesses
are reviewed against the initial investment
cases prepared to ensure their performance
is in line with original expectations.
Owner: Chief Executive Ofcer
Find out more on page 20
Strategy/focus area
Extend the total
addressable market
Grow the
conversion rate
Enhance the
network effect
Expand
operatiionalleverage
Grow take rate via
value-added services
Pursue
accretive M&A
Trend key
Heightened risk
No change
Reduced risk
Auction Technology Group plc Annual Report 2022
42
Strategic Report
Principal Risks and Uncertainties
continued

Risk and potential impact Change during the year Mitigating action / controls Link to strategy Trend
6. Attracting and retaining
skills/capabilities and
succession planning
Our business depends on hiring
and retaining rst class talent
inthe highly competitive
technology industry. Inability to
attract and retain critical skills
and capabilities could hinder
ourability to deliver on our
strategic objectives.
During the year the Group has recruited
anumber of senior hires, including a new
Chief People Ofcer, to help ensure we
attract and retain rst class talent through
our remuneration packages, working
practices and culture. The Group has
focused on strengthening its Leadership
Team, with a broad range of relevant
skillsand experience as well as a deep
experience within the auction industry.
This strengthening has not only been at
the leadership level with three new Board
members and ve new Leadership Team
members, but also across the business
where we have added specialist roles in
areas such as technology, marketing
andnance.
As a global business it is important that
weperform regular reviews of our
remuneration packages, share incentive
schemes, and training provided to our
employees. Annual employee surveys
andperformance reviews are undertaken
across all levels.
The Chief People Ofcer role is working to
ensure the integration of culture across the
different businesses. The CEO and CFO
regularly travel to businesses outside the
UK to assist with talent retention. The
Nomination Committee has continued to
review succession planning for the Board
and senior management.
Further details on our people can be found
in the Sustainability Report on page 66.
Owner: Chief People Ofcer
7. Regulatory compliance
The Group operates in a
constantly changing and
complex regulatory environment,
increasingly so following its
listing on the London Stock
Exchange during FY21. There is
a risk that the Group, or its
subsidiaries, fail to comply with
these requirements or
torespond to changes in
regulations, including the
Financial Conduct Authority’s
rules and guidance, or specic
legislation in the territories in
which the Group operates
including the Competition and
Markets Authority in the UK.
This could lead to reputational
damage, nancial or criminal
penalties and impact on our
ability to do business.
There continues to be further regulatory
requirements and focus placed on listed
businesses. In FY22 the Group is
requiredto report for the rst time on
climate-related issues in line with the
TaskForce on Climate-related Financial
Disclosures framework.
Whilst not material for the Group,
theevolution of sanctions law, and in
particularly with reference to Russia,
willcontinue to be closely monitored
bythemanagement team.
Compliance for the Group is overseen by
the Audit Committee and the Board has
ultimate responsibility. The Board and its
committees are supported by our legal,
company secretary, nance, operations
and technology teams. We ensure that all
our people are appropriately trained in
compliance, relative to their roles.
We have developed a detailed governance
framework to monitor our legal and
regulatory risks, and to ensure that we
comply with the principles, rules and
guidance applicable to our regulated
activities. These are regularly reported
upwards to the Audit Committee and Board.
Owner: Chief Financial Ofcer / Chief
Operating Ofcer
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Auction Technology Group plc Annual Report 2022
43

Risk and potential impact Change during the year Mitigating action / controls Link to strategy Trend
8. Governance and internal
control
Any failure and/or weakness
inthis area (nancial and
non-nancial) could have an
impact on the operations of
theGroup.
As a still relatively newly listed Group,
establishing and maintaining corporate
governance best practice, an effective and
efcient risk management and internal
control system, proportionate to the needs
of the Group, is a key part of our short and
long-term success.
During the year, a review of the Group’s
policies and procedures which were
established at the time of IPO was
conducted to ensure they remain
appropriate for the enlarged Group.
Reviews on the nancial controls in
particular were undertaken by
internalaudit.
The Audit Committee fulls a vital role
inthe Group’s governance framework,
providing independent challenge and
oversight of the accounting, nancial
reporting and internal control processes.
The Board has ultimate responsibility for
ensuring compliance with the Corporate
Governance Code. For further information
on activities undertaken by the Board and
Committees during the year see pages 73
to 100.
Owner: Chief Financial Ofcer / Chief
Executive Ofcer
9. Economic and geo-political
uncertainty
Group performance could be
adversely impacted by factors
beyond our control such as
theeconomic conditions
andpolitical uncertainty
inkeymarkets.
The Group beneted from the Covid-19
pandemic in FY21 and therefore faced
tough comparatives in FY22. However, the
Group continued to grow and did not see
asignicant reversion in the number of
online auctions being held. Impacts to
global supply chain following Brexit also
increased demand and pricing for
second-hand goods, particularly in the
I&Cmarket.
There has also been an increase in
macroeconomic uncertainty globally,
especially in the second half of FY22 as a
result of the war in Ukraine, rising energy
and ination costs and the rising interest
rates. Concerns on the impact on
consumer sentiment could impact
themore cyclical A&A business.
Our business has become increasingly
diversied in FY22 as we have rolled out
value-add services, including marketing
and payments, which grew 52% in FY22
and now account for 16% of Group revenue.
More detail on the impact in FY22 can be
found in the Market Overview section on
page 14.
Management and the Board keep abreast
of macroeconomic developments and
ensure that the Group responds swiftly
toany changes as they materialise.
The Group demonstrated through the
Covid-19 pandemic that it has a strong
business model and its diversied revenue
streams and geographical markets help
tomitigate the impact of political or
economic instability in any particular
country or region. This has become
furtherreinforced with the acquisition of
LiveAuctioneers, with the Group’s revenue
now evenly split between the A&A and I&C
markets which provides a cyclically
diversied revenue mix.
The Group’s commission revenue stream is
directly linked to asset prices which provide
a natural ination hedge. The diversication
of the Group’s revenue streams as we roll
out and grow value-add services including
payments and marketing also provides
diversication in more uncertain
economicperiods.
The Group’s exposure to the secondary
goods market may benet in periods of
economic uncertainty as buyers look
forvalue in second-hand assets and
alsoas the supply of second-hand
assetsat auctions increase due to the
need for liquidity, including through
business insolvencies.
Owner: Chief Financial Ofcer / Chief
Executive Ofcer
Find out more on page 20
Strategy/focus area
Extend the total
addressable market
Grow the
conversion rate
Enhance the
network effect
Expand
operationalleverage
Grow take rate via
value-added services
Pursue
accretive M&A
Trend key
Heightened risk
No change
Reduced risk
Auction Technology Group plc Annual Report 2022
44
Strategic Report
Principal Risks and Uncertainties
continued

Viability Statement
Overview
The Directors have assessed the Group’s
prospects, both as a going concern and its
viability longer term. Understanding of the
Group’s business model, strategy, principal
and emerging risks is a key element in the
assessment of the Group’s prospects, as well
as the formal consideration of viability. The
Group’s strategy is detailed on pages 20 to 21
and the Group’s principal risks described on
pages 40 to 44.
The Group’s prospects are assessed
primarilythrough its annual long-term
detailed planning process which considers
protability, the Group’s cash ows,
committed facilities, liquidity and forecast
funding requirements. This exercise is
completed annually and was signed off by the
Board in September 2022. As part of this the
Board considers the appropriateness of key
assumptions, taking into account the external
environment and the Group’s strategy.
Liquidity and nancing position
The Group’s modelling has been prepared
based on the Group’s nancing
arrangements which include the following:
•
a $204.0m Senior Term Facility. The Senior
Term Facility was drawn in full immediately
prior to completion of the LiveAuctioneers
acquisition on 30 September 2021 and will
be due for repayment on 17 June 2026; and
•
a $49.0m multi-currency Revolving Credit
Facility. Any sums outstanding under the
Revolving Credit Facility will be due for
repayment on 17 June 2025, subject to
theoptionality of a 12-month extension.
The assessment period
The Directors considered a number of factors
in determining the period covered by the
assessment. This included the Group’s
principal risks, the current and future
nancing arrangements, and the certainty
over future auction activity. By their nature,
forecasts inherently become less accurate
and more uncertain as the planning horizon
extends. While we prepare a ve-year plan,
the plan’s focus is mainly on the rst three
years with the outer two years relying more
on expected trends and extrapolations.
The Directors have assessed the
appropriateness of this assertion as detailed
business planning focuses on the near-term
budget process based on the information
available to the Group for the markets and
operating environments in which the Group
operates, with decisions on future funding
and capital allocations focused on this period.
In this context, the long-term viability
assessment has been based on a three-year
time frame, covering the period to 30
September 2025. On this basis the Directors
have determined that three years was the
most appropriate period for assessing the
Group’s prospects.
Forecasts and prospects
The Group’s prospects have been assessed
mainly with reference to the Group’s strategic
planning and associated long-range nancial
forecast. This incorporates a detailed
bottom-up budget for each part of the
business. The budgeting and planning
process is thorough and includes input
fromdepartment managers, as well as
theLeadership Team.
The Directors participate in strategic planning
and reviews the detailed bottom-up budgets.
The outputs from this process include full
nancial forecasts of revenue, adjusted
EBITDA, adjusted and statutory earnings,
cash ow, working capital and netdebt. The
Directors consider that the planning process
and monthly forecast updates provide a
sound underpinning tomanagement’s
expectations of the Group’sprospects.
Assessing the Group’s viability
The viability of the Group has been assessed,
taking into account the current nancial
position, including external funding for the
Group in place over the assessment period, and
the impact of certain scenarios arising from the
principal risks, which have the greatest potential
impact on viability in that period.
A number of scenarios have been modelled,
considered severe but plausible, that
encompass these identied risks. Whilst each
of the risks for the Group outlined on pages
40 to 44 has a potential impact and has been
considered as part of the assessment, only
those that represent severe but plausible
scenarios were selected for modelling.
For each scenario, the modelling captured
the impact on key measures of protability,
cash ow, liquidity and debt covenant
headroom. The scenarios have been run both
individually and combined (the combination
of all downside scenarios occurring at once
is considered to be remote). The scenarios
are hypothetical and purposefully severe with
the aim of creating outcomes that have the
ability to threaten the viability of the Group.
The Group has multiple control measures in
place to prevent and mitigate the scenarios
from taking place.
Although each of the downside (and the
combined) scenarios result in increased
leverage they all result in headroom over
thebank facilities and covenants at all
testingpoints, even where none of the
mitigating actions have been applied
suchasreducing discretionary capital
andoperating expenditure.
Viability statement
Based on these severe but plausible
scenarios the Directors conrm that they
have a reasonable expectation that the
Groupwill be able to continue in operation
and meet its liabilities as they fall due over
the three-year period to 30 September 2025.
Downside scenario Associated principal risks Description
Signicant reduction in
commission revenue due
to THV reduction
•
IT infrastructure – stability and business
continuity of auction platforms
•
IT infrastructure – inability to keep pace
with innovation and changes
•
Data security/data loss
•
Competition
•
Economic and geo-political uncertainty
This scenario assumes an
absolute reduction in THV
of 21% versus the base
case over the three-year
period.
Signicant reduction in
commission revenue due
to share decline
•
IT infrastructure – stability and business
continuity of auction platforms
•
IT infrastructure – inability to keep pace
with innovation and changes
•
Data security/data loss
•
Competition
This scenario assumes an
absolute reduction in the
Group’s conversion rate of
13% over the three-year
period.
Delay in the roll out of
payments technology
across the Group
•
Failure to deliver expected benets from
acquisitions and/or integrate the
business into the Group effectively
This scenario assumes
that the roll out of the
payments technology is
delayed until April 2023.
Auction Technology Group plc Annual Report 2022
45
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

Stakeholder Engagement
and Section 172 Statement
Engaging with our stakeholders is integral to the Board’s decision-making
and achievement of our strategy. Effective stakeholder engagement helps us
better understand the impact of our decisions on all our stakeholders.
Section 172 of the Companies Act 2006 requires directors to act in a way that promotes the success of the company for the benet of
shareholders as a whole, whilst having regard to the interests of its other stakeholders. This section of the report serves as our Section 172(1)
Statement, setting out how Directors have taken into consideration the interests of material stakeholders in their decision-making.
The Board has regard to the matters set out in Section 172(1) of the Companies Act 2006 when performing its duties under Section 172 to act in
a way it considers, in good faith, would be most likely to promote the success of the Company and for the benet of its stakeholders. The Board
considers its duties under Section 172(1) in all its discussions and decision-making. A reference to Section 172(1) and the duty to consider
stakeholder interests is highlighted at each meeting. In taking decisions, the Directors consider the balance of interests of the stakeholders
whomight be affected, details of which are recorded in the Board minutes. The principal stakeholders identied by the Board are set out below.
The following table summarises our key stakeholders, how we have engaged with them and the outputs of that engagement during the nancial
year. Metrics are being developed to enable the Board to measure its engagement with stakeholders and to track the outcomes of that
engagement. In assessing the composition of the Board, the Chair and the Nomination Committee are keen to ensure that the skills and
experience of the Board match the interests of our principal stakeholders.
Our stakeholders How we engage What we did
People
Our people are our most valuable
resource and asset. Ensuring that
weattract, nurture and retain our
people and focus them on achieving
our strategy is key to ATG’s success.
The Board is keenly aware that the
interests of our people should be
considered when making decisions
that may impact them and the
widerbusiness.
All of our people across the globe regularly join
global and regional virtual “All Hands” meetings
where the CEO and his Leadership Team bring
everyone up to speed with our latest projects, our
strategy and our business performance. The
outputs of the Leadership and Board strategy
sessions are also cascaded to the wider
management team for onward communication
totheir teams.
The Board and Leadership Team are keen to
understand the views of our people and therefore
we conduct an annual employee engagement
survey and pulse surveys to see how progress is
being made on areas of focus.
Breon Corcoran is the Board’s designated Director
for workforce engagement and he is committed
toholding employee engagement sessions
biannually, the outputs from which are reported
tothe Board.
We aim to attract and retain our people and strive
to be a company where people of all backgrounds,
ethnicities, religions and beliefs can work and
thrive. All employees are issued with an employee
handbook when they join which includes all
appropriate policies in this regard.
Annual performance reviews are conducted and
feedback is regularly provided to employees. The
UK/EU teams are given this opportunity to check
in and provide/receive feedback twice a year and
at the end of a probation period.
We were delighted to welcome a new group of employees to
ATG with effect from 1 October 2021, following the acquisition
of LiveAuctioneers. We are actively working to integrate the
LiveAuctioneers employees into the ATG benets, policies and
programmes. We are also in the process of updating our
Company values to better align with our Company strategy.
As we emerged from the pandemic we listened to our people
and introduced a hybrid approach to work location and exible
working practices. The Board fully supported the action to
implement exible working practices going forward for
employees, following the overriding feedback from the
employee engagement survey.
The results of the FY22 employee engagement survey
(excluding LiveAuctioneers) were presented to the Board in
May 2022 and demonstrated a high approval rate for the
Leadership Team. Further details can be found under Listening
to our People in the Sustainability Report on page 66 and under
Employee Engagement in the Corporate Governance Report
on page 80. LiveAuctioneers employees will be included in the
2023 engagement survey.
All our employees were gifted an award of shares on Admission
to align their interests with shareholders. Additional benets also
include participation in an all-employee share purchase plan.
Breon Corcoran, the Board’s designated Director for workforce
engagement, conducted engagement sessions with
representatives of the Group’s employees during the year and
reported back to the Board to discuss any issues and actions
tobe taken, including delegation to Board Committees where
appropriate. Outputs included positive reactions from
employees to the senior appointments made to the Leadership
Team, suggestions for improving communication and culture
across all brands, and feedback on project governance, all of
which were taken forward by the Chief Executive and his
Leadership Team.
This year we launched diversity, equality and inclusion training
to all employees and we continue to monitor diversity in our
recruiting, hiring and promotion processes.
Further details on our engagement with our people can be
found in Our People and Community on pages 66 to 68.
Auction Technology Group plc Annual Report 2022
46
Strategic Report

Case studies to support Section 172(1) Statement
Key decision: Relocation of Proxibid ofce
During the year, the Board was presented
with the decision as to whether to approve
a lease for new premises for the Proxibid
team in Omaha. In taking this decision, the
Board considered all of the factors set out
in s.172 of the Companies Act 2006.
People
When considering the ofce move, the
Board took account of the impact on
employees. The location of the previous
ofce space on a business park lacked
local amenities. The location of the new
ofce at Blackstone Plaza enables
employees to walk to local amenities,
thereby supporting local businesses, and
provides other benets such as a wellness
centre on-site. The location, building and
amenities will assist in retaining and
attracting talent in the Omaha ofce.
Community and the environment
The location of the previous ofce required
employees to drive to local amenities.
Retaining an ofce in Omaha fosters a
collaborative culture with an operating
rhythm of in-person meetings depending
on business needs. The former ofce was
a repurposed warehouse which required
continuous maintenance and its CO
2
emissions represented 62.1% of the Group’s
Scope 1 and Scope 2 emissions during
FY22. We estimate that the new ofce’s
CO
2
emissions represent 20% of the former
ofce. The new ofce is smaller, reducing
the overall footprint of ofce space by 80%.
The benets of the new ofce are set out
inthe Sustainability Report on page 64.
Suppliers
Relationships with most local suppliers are
unaffected. The location of the new ofce
at Blackstone Plaza is closer to local
amenities, thereby enabling employees
tosupport local businesses.
Shareholders
Competitive pricing was achieved for
a ve-year lease and was benchmarked
with other properties in the Omaha district.
Auction Technology Group plc Annual Report 2022
47
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

Our stakeholders How we engage What we did
Customers
Our customers (auction houses) and
ourconsumers (bidders) are key to our
success. We strive to provide the best
level of service to them while carrying
out robust due diligence checks to
ensure we maintain a reputation for the
highest standards of business conduct.
We constantly strive to improve the
customer experience.
For auction houses, we provide access to a global
bidder base ensuring optimal asset values are
achieved, as well as SaaS back-ofce solutions,
payments services, new services to reduce
auction houses’ costs and best-in-class white
labels along with relevant content and
bidderinsights.
We give bidders access to a wide range of unique
and specialised second-hand items in a trusted,
simple, sustainable and convenient manner.
We engage with bidders via onsite requests for
feedback as well as onsite surveys. We offer email
support on all of our marketplaces and live chat
onthe majority. The marketing team reviews all
feedback as the basis for new marketing initiatives
and product feature requests.
We pursue a true “shared success” business
model, whereby we earn only if our auction house
customers earn revenue through using our
services. We have over a 50-year history of
working in partnership with the auction industry.
Engagement with auction houses is conducted through
structured and rigorous account management combined
with a high level of support before, during and after auctions.
During the year the Chief Operating Ofcer provided the
Board with demonstrations of timed and live online
auctions, providing an insight into the auction house
andbidder experience.
Robust due diligence checks are undertaken before new
auction houses are onboarded as customers, to protect
from fraud and money laundering.
We have specic policies with regards to prohibited items
on our marketplaces and we employ a compliance team to
monitor adherence to these restrictions. We have the
ability to remove auction houses who we believe are
unethical or selling or promoting goods in contravention of
our contractual terms and policies. The Board requested
and received a presentation on the application of these
policies during the year, to gain a deeper understanding of
the impact on customers.
As detailed in our Strategy in Action: case studies on
pages 22 to 23 we have developed and rolled out
marketing and payments solutions in FY22 to both
improve the bidder experience whilst enabling auctioneers
to operate more efciently.
Suppliers
Our key supply chains consist of:
technology service providers including
outsourced software development,
managed hosting services, cloud
solutions, software licences and
hardware supply; people services
including recruitment agencies,
professional service advisers and
benets providers; and facilities
management including building
maintenance, refreshment providers
andofce consumable suppliers,
transport and logistics.
We are committed to improving our practices to
ensure slavery and human trafcking have no
place in any part of our business or our supply
chain. This is detailed in our Modern Slavery
Statement published on the Group’s website.
Weexpect the same commitment from our
suppliers, contractors and business partners.
We engage in business relationships with
established and reputable business partners/
clients, with whom we aim to build long-term
partnerships. As part of our initiative to identify
and mitigate risk, we have appropriate controls
and systems in place, rigorous supplier
onboarding, which includes information security
and data protection due diligence, as well as
checks on nancial viability and sanctions,
andfaircontractual terms.
We continually engage with key outsourcing
partners to discuss operational performance
andthe stability of our platforms.
We have continued to pay all our suppliers promptly and
inaccordance with their payment terms. We seek to work
with a range of suppliers, big and small, to ensure we
receive the best services appropriate for our business.
As detailed in the Sustainability Report on pages 52 to 65
we worked closely with our Tier 1 suppliers in FY22 to
obtain more specic emissions data, oversight of which is
provided by the Sustainability and Climate Risk Committee
on behalf of the Board.
Strategic Report
Stakeholder Engagement and Section 172 Statement
continued
Auction Technology Group plc Annual Report 2022
48

Our stakeholders How we engage What we did
Communities and environment
Environmental sustainability is at the
heart of our operations, with our online
auction marketplaces ensuring that
millions of items are resold for re-use or
repurpose each year, extending their
value within the economy and preventing
wasted raw materials.
The Group’s purpose informs our
business strategy and commitment to
being a supportive and trusted partner to
the industry, our people and our
community.
We exist to make it easier to buy and sell at
auction, thereby supporting the transformation of
the auction industry in its structural shift to online,
as well as bringing exciting new opportunities to
further enable auctions to play their part in
accelerating the growth of the circular economy.
We do this by generating a virtuous circle of
growth between auction houses, those who
consign to auction, and bidders.
We are committed to making an impact not only
for our industry, but also for the communities and
industries that we operate in. To this end, we run a
number of programmes and initiatives that enable
our business and our people to make a difference.
In line with our aim to be a trusted partner to the auction
industry, we support educational programmes, promoting
auctioneering, industry standards and the trade in
secondary goods. We support the Society of Fine Art
Auctioneers (“SOFAA”) and the British Antique Dealers’
Association (“BADA”) in the UK, and the National
Auctioneers’ Association (“NAA”) and the International
Auctioneers’ Association (“IAA”) in the US.
We enable Payroll Giving as a simple way for our people to
support causes close to them with tax-free giving. During
FY22 we achieved the Silver Payroll Giving Quality Mark
Award for our commitment to Payroll Giving.
We facilitated charity auctions on our marketplaces,
waiving our fees to ensure that all proceeds go to the
charities. In the past 12 months, charity auctions hosted
on our marketplaces have raised over £6.0m (FY21:
£7.0m) for good causes.
Further details on our engagement with the community
and environment can be found in our Sustainability Report
on page 53.
Investors
We aim to ensure that a good dialogue is
maintained with shareholders, investors
and analysts. We want to ensure that
investors understand our business, our
strategy and the environment within
which we work, and that investors’
issues and concerns are understood
andconsidered by the Board and
Leadership Team.
We are happy to engage in open and transparent
relationships with our shareholders. The Board
reviews and approves material communications
toinvestors, such as results announcements.
We have invested in our Investor Relations
function and the Director of Investor Relations
isresponsible for overall investor engagement,
ensuring that the Board is aware of investor views
and that the Executives’ time is optimised.
The results announcements and investor
presentations, along with the AGM, are an
important opportunity for the Board to share
directly with shareholders the performance and
strategic direction of the Group. The Company’s
AGM will be held on 26 January 2023.
Regular feedback on investor views is provided
byour corporate brokers.
The Chair and the Senior Independent Director are
available for meetings with major shareholders.
We continue to work closely with TA Associates,
amajor shareholder. The formalities of this
relationship are detailed in the Relationship
Agreement; see the Directors’ Report on page 115.
We hosted multiple meetings with existing and
prospective shareholders during FY22. This included
in-person meetings, video calls, conferences and through
the results roadshows.
All Directors appointed at the time attended the AGM held
in January 2022.
Over 90% of our issued share capital was voted at our
AGM in January 2022, with the majority of resolutions
receiving over 99% support.
In November 2021, the Remuneration Committee Chair
wrote to 13 major shareholders, representing 73.83%
ofthe register at that time, outlining the Committee’s
approach to Executive remuneration. The remuneration
policy was approved at the 2022 AGM.
Investors and analysts were invited to virtually attend our
results announcements, which included a dedicated
question and answer section. All investor announcements
are available on our website.
We increased analyst coverage of ATG, which will help
prospective and existing shareholders to better
understand our business and strategy.
The Board considered the impact of a partial repayment of
the Senior Term Loan Facility on the Company’s nancial
position. Further details can be found in note 18 of the
Consolidated Financial Statements.
Auction Technology Group plc Annual Report 2022
49
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

Key decision: Acquisition of LiveAuctioneers
During the previous reporting period and as
disclosed in last year’s Annual Report, the
Board was presented with the decision as to
whether the acquisition of LiveAuctioneers
would be most likely to promote the success
of the Group for the benet of its members
as a whole. The factors taken into account
by the Board in considering Section 172(1)
were set out in the FY21 Annual Report. The
acquisition completed on 1 October 2021.
The impact of the acquisition and the
integration of LiveAuctioneers on our
stakeholders during FY22 is set out below.
People
During FY22 the Board has overseen the
integration of LiveAuctioneers into ATG,
taking into account organisational and
cultural integration, employment terms and
incentive schemes and technical integration.
The Board is regularly updated on progress
and welcomes the increased knowledge and
technical expertise added to the Group by
LiveAuctioneers employees.
Community
The acquisition has allowed the Group to
expand its footprint and broaden our impact
on the community by growing access to the
second-hand goods market in wider markets.
Customers
The acquisition of LiveAuctioneers has
givenour UK and EU A&A auctioneer base
the opportunity to begin cross-listing on
LiveAuctioneers and the US auctioneer base
the opportunity to cross-list in the UK and
EU. We have observed an increase in the
volume of auctions cross-listed between
LiveAuctioneers, the saleroom and
Lot-tissimo, a process which is becoming
automated with the introduction of
integrated bidding referred to in the Chief
Executive Ofcer’s report on pages 10 to 13.
The acquisition also expanded the inventory
offered to our UK and EU A&A bidder base.
Italso allowed us to accelerate the
development and roll out of an integrated
payments solution to other ATG marketplaces
starting with our North American customers.
Further details on the progress of which can
be found on page 23.
Shareholders
LiveAuctioneers is the leading A&A
marketplace in North America and
theproposed acquisition was strongly
supported by voting shareholders at the
general meeting held on 20 August 2021.
The Board consulted with the Company’s
major institutional shareholders ahead of
announcing the proposed acquisition.
TheBoard, via the CEO, CFO and Investor
Relations function, has kept shareholders
up to date with the integration of the
LiveAuctioneers business and its impact
onGroup revenues via the interim results
announcement in May 2022, investor
presentations and in this report.
Strategic Report
Stakeholder Engagement and Section 172 Statement
continued
Auction Technology Group plc Annual Report 2022
50

In addition to the information detailed on pages 46 to 50, the table below details the location of further information throughout this Annual
Report as to how the Directors consider their responsibilities under Section 172(1) of the Act.
Responsibility Report Page Numbers
Consequences of decision-making
Chairman’s Statement
Chief Executive Ofcer’s Statement
Our Six Strategic Drivers
Key Performance Indicators
Chief Financial Ofcer’s Review
Principal Risks and Uncertainties
Corporate Governance Report
Audit Committee Report
Remuneration Committee Report
08
10
20
26
32
40
74
88
98
Our employees
Chairman’s Statement
Chief Executive Ofcer’s Statement
Our Business Model
Sustainability Report
Principal Risks and Uncertainties
Corporate Governance Report
Nomination Committee Report
Remuneration Committee Report
08
10
18
66
40
74
95
98
Fostering of business relationships with
suppliers, customers and others
Purpose
Our Investment Case
Chairman’s Statement
Chief Executive Ofcer’s Statement
Our Business Model
Our Six Strategic Drivers
Key Performance Indicators
Sustainability Report
Inside front cover
06
08
10
18
20
26
52
The Company’s desirability to maintain
a reputation for high standards
Purpose
Chairman’s Statement
Chief Executive Ofcer’s Statement
Sustainability Report
Corporate Governance Report
Inside front cover
08
10
52
74
The need to act fairly as between
members of the Company
Chairman’s Statement
Chief Executive Ofcer’s Statement
Our Business Model
Stakeholder Engagement Report
Corporate Governance Report
Remuneration Committee Report
08
10
18
46
74
98
Auction Technology Group plc Annual Report 2022
51
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

Sustainability
Report
Auction Technology Group plc Annual Report 2022
52
Strategic Report
The environment
The Group’s purpose is to promote the
circular economy, with our marketplaces
ensuring that millions of used items are
resold for re-use or re-purpose, preventing
waste and carbon emissions from the
manufacturing of new items. This is the
rst year the Group is required to comply
with the Task Force on Climate-related
Financial Disclosures and has made good
progress in doing so. Climate change is
notcurrently deemed to be a principal
riskto the Group and due to the nature
ofthe Group’s operations it presents
potential opportunities.
People and culture
Our business depends on hiring and
retaining rst class talent in the highly
competitive technology industry. We have
been focused in FY22 on strengthening not
only the Leadership Team but also
anumber of key departments across the
Group and integrating cultures as the
Group has grown through acquisition.
Corporate governance
The Board are committed to building
aframework of strong corporate
governance. This has been evident during
the year through the appointment of a
number of new Non-Executive Directors
with relevant nancial and business
experience and the establishment of the
Sustainability and Climate Risk Committee.
This section of the report provides an
overview on the Group’s key developments
on Environmental, Social, Governance
(“ESG”) matters during FY22.
Our commitment:
We are committed to operating a responsible, sustainable
business for the benet of all our stakeholders.

1. Financial Stability Board, 2022. TCFD. Available: https://www.fsb-tcfd.org/.
2. TCFD, 2017. Recommendations of the Task Force on Climate-related Financial Disclosures.
Available: https://assets.bbhub.io/company/sites/60/2021/10/FINAL-2017-TCFD-Report.pdf.
The Environment
Climate change continues to be a signicant global challenge.
We recognise that the changing climate could impact our business,
employees and our customers and, to ensure we are resilient to the
changing climate and regulatory requirements, we treat the climate
crisisas a Board-level governance matter.
Task Force on Climate-related
Financial Disclosures
The Group is reporting for the rst time
onclimate-related issues in line with the
TaskForce on Climate-related Financial
Disclosures (“TCFD”) framework, recognising
the need to provide “clear, comprehensive and
high-quality information on the impacts of
climate change”
1
. We have begun to disclose
in this Annual Report across the four pillars
ofTCFD, ensuring consistent and transparent
climate-related reporting andencouraging
thewidespread adoption ofthe framework.
Compliance statement
On page 54 to 55 we have outlined those
climate-related nancial disclosures the
Group has made this year which are
consistent with the 11 recommended
disclosures set out in Section C of the
“Recommendations of the Task Force
onClimate-related Financial Disclosures”
published in June 2017 by the TCFD
2
and
identies the recommendations where
consistent disclosures have not been made.
It is widely recognised that, for most
companies, the path to full disclosure in
linewith the TCFD recommendations is
acomplex process which takes a number
ofyears. For this reason, in the Group’s rst
year we are not yet in a position to make a
fulldisclosure, however, we are close to
beingable to disclose in line with all 11
recommended disclosures. The work
undertaken to date and set out within this
report lays the foundation for our work
infuture years as we move towards full
disclosure. We have set out how we plan
tocomply with the recommendations in
future years.
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Core elements of the
recommended climate-related
nancial disclosures
Governance
The organisation’s
governance around
climate-related risks
andopportunities.
Strategy
The actual and potential
impacts of climate-related
risks and opportunities
onthe organisation’s
businesses, strategy,
andnancial planning.
Risk Management
The processes used by
theorganisation to identify,
assess, and manage
climate-related risks.
Metrics & Targets
The metrics and targets
used to assess and manage
relevant climate-related risks
and opportunities.
Auction Technology Group plc Annual Report 2022
53
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

TCFD compliance index
TCFD framework
pillars
Recommended
disclosures
FY22
compliance
Description, location of disclosure progress to date and
reason for omission (if appropriate)
Governance a) Describe the Board’s oversight of
climate-related risks and opportunities
Full
•
The Board’s oversight of climate-related issues and the
Group’s governance structure is outlined in the “Governance”
section on page 56.
b) Describe management’s role in
assessing and managing climate-related
risks and opportunities
Full
•
Management are represented in the Sustainability and
Climate Risk Committee and are responsible for assessing
climate risks as shown on page 56.
Future plans for compliance and improvement: We will continue to review the effectiveness of our governance on
climate-related issues, particularly with regards to the newly created Sustainability and Climate Risk Committee to ensure
the terms of references are t for purpose.
Strategy a) Describe the climate-related risks
andopportunities the organisation has
identied over the short, medium and
longterm
Full
•
The identied climate-related risks and opportunities and the
approach to analysis over various time horizons are shown in
the “Strategy” section on pages 58 to 60.
•
Future work will focus on priority risks and time horizons in
more depth.
b) Describe the impact of climate-related
risks and opportunities on the organisation’s
businesses, strategy and nancial planning
Full
•
A qualitative review of the impact of climate-related risks and
opportunities on the organisation’s businesses, strategy and
nancial planning can be found in the “Strategy” section on
pages 58 to 60.
•
Future work will focus on understanding the quantitative
impact on our business, following the collection of further
data and ensuring that any nancial risk is incorporated into
nancial planning.
c) Describe the resilience of the
organisation’s strategy, taking into
consideration different climate scenarios,
including a 2°C or lower scenario
Full
•
Conclusions on the resilience of the Group, considering the
results of scenario analysis, can be found in the “Strategy”
section on page 58.
Future plans for compliance and improvement: We will build on the comprehensive approach we have taken this year to
climate-related risk and opportunity identication, scenario analysis across all geographies and business operations. We
plan to investigate priority risks and opportunities in more depth across time horizons. We also plan to conduct a targeted
quantitative review of the impact of priority risks and opportunities.
Risk
Management
a) Describe the organisation’s
processesfor identifying and
assessingclimate-related risks
Full
•
Our processes for identifying and assessing climate-related
risks are shown within the section “Year one progress and
materiality” on page 55 and in the diagram set out on page 58.
b) Describe the organisation’s processes
for managing climate-related risks
Full
•
Our processes for managing climate-related risks are
considered as part of our wider risk management framework
and discussed in “Risk Management” section of the Annual
Report on page 38.
•
Given the nature of our business, climate change risks are
generally considered to be low, and therefore are not deemed
a principal risk for the Group. Climate-related risks have been
considered where appropriate within the Group’s principal
risks. Given the low risk there has not been signicant focus
yet on mitigating the potential risks arising from climate
change. As exposure is currently assessed to be low, we will
focus on improving our management of climate-related risks
in future years when interactions with principal risks become
more prominent.
Auction Technology Group plc Annual Report 2022
54
Strategic Report
Sustainability Report continued

TCFD framework
pillars
Recommended
disclosures
FY22
compliance
Description, location of disclosure progress to date and
reason for omission (if appropriate)
Risk
Management
(continued)
c) Describe how processes for identifying,
assessing and managing climate-related
risks are integrated into the organisation’s
overall risk management
Full
•
An overview of how we are integrating climate-related risks
and opportunities into our existing risk management
processes can be found in the “Principal Risks and
Uncertainties” section ofthe report on page 40.
•
As our exposure is low, we will continue to monitor our
climate-related risks and opportunities and update our
processes accordingly.
Future plans for compliance and improvement: We will continue to review our risk management framework and the best
wayto effectively integrate climate-related risks into our processes, considering how climate change may interact with our
principal risks whilst not being a principal risk itself. We will monitor our processes and adjust if necessary. Additionally, we will
continue to build upon processes to mitigate risks (e.g. ensuring carbon emissions are formally considered in acquisitions).
Metrics &
Targets
a) Disclose the metrics used by the
organisation to assess climate-related
risks and opportunities in line with its
strategy and risk management process
In progress In subsequent years we will ensure that we include metrics in
line with our business strategy and risk management
processes as recommended, however, further work is needed
rst to identify appropriate metrics for our growing business.
b) Disclose Scope 1, Scope 2, and, if
appropriate, Scope 3 greenhouse gas
(“GHG”) emissions, and the related risks
Full A comprehensive breakdown of Scope 1, 2 and Scope 3 GHG
emissions can be found in the “Metrics and Targets” section.
c) Describe the targets used by the
organisation to manage climate-related
risks and opportunities and performance
against targets
In progress We are in the process of determining climate-related KPIs and
targets and have committed to a Science Based Target (“SBT”)
in FY23. Progress on this is discussed in the “Metrics and
Targets” section.
Future plans for compliance and improvement: In subsequent years we will ensure that we disclose wider metrics in line
with our business strategy and risk management processes as recommended, however, further work is needed rst to
identify appropriate metrics for our growing business. We are also in the process of determining climate related KPIs and
targets, and will publicly commit to a SBT in FY23.
Year one progress and materiality
As noted above, our implementation of the
TCFD recommendations is expected to be
aniterative process. In our rst year, we have
focused on:
•
building a sound understanding of how
climate change may affect our business
and customers;
•
continuing to comprehensively understand
and address the direct and indirect
greenhouse gas (“GHG”) emissions
associated with our operations and
valuechain;
•
investigating which metrics and targets
aremost appropriate for our growing
business; and
•
developing our governance processes
regarding the oversight of climate-related
issues.
As such, we have disclosed in line with TCFD
recommendations as listed above, noting
where we have provided full disclosures and
where progress has been made against
recommended disclosures which we are not
yet fully complying with. Our aim is to fully
comply with all 11 recommended disclosures
of the TCFD by 2025.
Materiality is considered in terms of the
impact on nancial performance (revenues
and expenditures), as well as capital and
nancing implications. Materiality is also
considered with respect to legal and
reputational hazard. Due to the nature of the
Group’s business and operations, we believe
our overall exposure to climate-related risk is
low, and we therefore do not include climate
change as a principal risk to our business.
Our disclosures are therefore proportional
toour exposure.
We review climate-related risks and
opportunities annually, both to ensure
wedisclose in line with issues pertinent
toinvestors and stakeholders and also
toensure that our disclosures remain in
proportion to our exposure given the nature
and scale of our business. We recognise that
climate change affects all industries, can
interact with our principal risks, and that there
is an opportunity for the Group to contribute
to combating the climate crisis. We have
been supported in this process by carbon
and sustainability consultants ClearLead
Consulting Ltd.
Auction Technology Group plc Annual Report 2022
55
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

The Board meets at least six times per
annum, with additional ad-hoc meetings
where required.
The Audit Committee meets at least
four times per annum.
The SCRC meets twice annually.
External experts and senior management
are consulted as necessary.
Investors and stakeholder views are
monitored by the Board and by the
Director of Investor Relations.
Stock exchange listing, disclosure rules
and relevant legislation are monitored
by senior management, and supported
by external advisers.
Frequency Entity Role and membership
Governance Structure
External experts
Role: Provide expert climate, carbon accounting and
management knowledge and TCFD guidance.
Senior management
Role: Provide insight into the climate-related specific risks and
opportunities to their area of the business (e.g. CTO to provide
insight into climate impact on data centres).
ATG Board
Role: Oversight of climate-related risks and opportunities.
Members: CEO, Chairman, CFO, Non-Executive Directors.
Audit Committee
Role: Overall responsibility for reviewing the Company's
risk management framework and principal risks.
Members: Independent Non-Executive Directors.
SCRC
Role: Support the implementation of the recommendations
of the TCFD.
Members: COO, CFO, Group Financial Controller, Head of Risk
& Internal Audit, Non-Executive Directors.
Investors and stakeholders
Role: Provide insight as to what climate-related issues, metrics
and targets are sufficiently important to them.
External listing rules, legislation
Role: Guide what should be measured and publicly reported.
Stock exchange listing, disclosure
rules and relevant legislation
Sustainability and Climate
Risk Committee (”SCRC”)
Audit
Committee
Investors and stakeholders
Senior
management
External
experts
ATG Board
ATG’s climate-related Governance structure
Governance
The Board oversees the climate-related issues,
with climate-related risks and opportunities
being the focus of the Sustainability and
Climate Risk Committee (“SCRC”), a newly
established Committee, setup this nancial
year by the Board of Directors.
The SCRC meets twice per year, primarily to
monitor and identify emerging climate-related
risks and opportunities, review risks and
opportunities under different climate
scenarios and incorporate these into
scenario analysis documentation.
TheSCRCreports at least annually to the
Audit Committee, ensuring climate-related
risks areincorporated into organisational
riskmanagement, strategy and nancial
planning. The Audit Committee reports risks
annually to the Board, providing the Board
with oversight of climate-related risks and
opportunities. The SCRC also reviews wider
climate-related issues and sustainability
topics as required.
Members of the SCRC include members of
the Leadership Team. Board representatives.
External advisers are also invited to the
SCRCto provide external verication of
climate-related risks, opportunities and issues.
An overview of the Group’s governance
around climate-related risks and opportunities,
membership of key Committees, as well as
expanded responsibilities of the SCRC are
shownbelow.
Auction Technology Group plc Annual Report 2022
56
Strategic Report
The Environment
continued

Reviewing climate-related risks and
opportunities
•
The SCRC shall monitor and identify
emerging climate-related risks and
opportunities, reviewing risks and
opportunities under different climate
scenarios, adding these to scenario
analysisdocumentation. This will support
theongoing assessment of nancial
climate-related risks and opportunities in
theGroup and associated plans for future.
•
The Committee will work with
representatives/ management from
thewhole Group and stakeholders to
ensurerelevant climate-related risks and
opportunities are identied (i.e., through
workshops and meetings to discuss
climate-related risks and opportunities)
andintegrated into routine risk
managementprocesses.
•
Training will be provided as deemed
necessary to improve the understanding
ofclimate-related issues and support the
development of such expertise across
theCompany (including the Board).
Reporting to the Audit Committee
•
The SCRC shall report ndings to and work
closely with the Audit Committee to ensure
climate-related risks are incorporated into
organisational risk management, strategy and
nancial planning. The Audit Committee will
also provide relevant input into the SCRC.
Ensuring compliance with the TCFD
•
The SCRC shall ensure compliance with the
TCFD, overseeing the implementation of the
recommendations of the TCFD and engaging
external experts as needed to assist.
Review the remit of the Committee, strategy
and policy annually
•
The Board will be responsible for reviewing
(andif necessary) expanding the remit of the
Committee to cover further environmental and
nature-related risks and opportunities, as well
as broader sustainability topics as required.
The Board will be responsible for updating
Committee terms of reference if the remit is
expanded, which will include reviewing any
applicable Group policies.
Climate-related reporting
•
The SCRC shall report to the Audit
Committee after each meeting (or
annually in line with the Audit Committee
meetings) on all matters within its duties
and responsibilities, including on the
nature and content of discussion,
recommendations, decisions made
andactions to be taken.
•
The Committee Chair shall provide
feedback directly to the Board at the
Board meeting following each
Committeemeeting.
•
The minutes of all Committee
meetingsshall be included in the agenda
of the Board meeting following each
Committee meeting.
•
Review any incidents, concerns and
material planned for public disclosure.
SCRCresponsibilities
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STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

Our approach to identifying climate-related risks and opportunities under different scenarios
1. House of Commons Environmental Audit Committee, 2022. Greening imports: a UK carbon border approach. Available: https://committees.parliament.uk/
publications/9570/documents/162115/default.
2. Department for Business, Energy & industrial Strategy, 2022. Participating in the UK ETS. Available: https://www.gov.uk/government/publications/participating-in-the-uk-
ets/participating-in-the-uk-ets.
Strategy
Our approach to identifying climate-
related risks and opportunities
In order to fully understand the risks and
opportunities posed by climate change, in
ourrst year we focused on conducting a
thorough assessment of the implications
ofclimate change across our business,
operations, portfolio, geographies and value
chain. We conducted a long-term (to 2050)
scenario analysis based on data from the
Network for Greening the Financial System
(“NGFS”), across three scenarios that
represent a mix of best, average and
worst-case scenarios as shown in the table.
The scenario analysis covered all physical
risks available from NGFS data. A carbon
price under each of the three scenarios was
used to model the policy and legal transition
risks, stemming from the introduction of the
proposed EU Carbon Border Adjustment
Mechanism (“CBAM”)
1
and existing UK
Emissions Trading Schemes (“UK ETS”)
2
.
NGFS data:
Net Zero
2050
Opportunities:
Resource efficiency
Energy source
Products and services
Markets
Resilience
Delayed
Transition
Risks:
Physical
Acute
Chronic
Prioritisation and materiality
impact on financial performance:
Revenues
Assets and liabilities
Capital and financing
Expenditure
Prioritisation
Impact
Likelihood
Qualitative review
of vulnerability
Transition
Policy & Legal
Technology
Market
Reputation
Current
Policies
Review of business, operations, portfolio, geographies and value chain
Long-term (2050) scenario analysis
Identification of risks
and opportunities
Identification of business impacts
Focused workshop medium- (2030) and
short-term (2025-2030) scenario analysis
Prioritisation of risks and opportunities
Review of materiality and agreement by SCRC
Our approach to identifying climate-related risks and opportunities
Incorporation into Audit Committee and corporate risk management
Strategic response
Repeated annually
Scenarios used to analyse future climate-related risks and opportunities posed to ATG
NGFS scenario Key characteristics Justication
Net Zero
2050
Policies in alignment with the Paris
Agreement goals.
Alignment with the Paris Agreement
goals consistent with a transition to a
lower-carbon economy, as per TCFD
recommendations.
Delayed
Transition
Assumes new climate policies are not
introduced until 2030 with the availability
of carbon dioxide reduction technologies
kept low, pushing carbon prices higher
than in Net Zero 2050.
Simulates higher transition risks
compared to other scenarios and is
used to show worst case scenario
fortransition risks.
Current
Policies
Assumes that only currently implemented
policies are preserved, and no further
political intervention on climate change is
undertaken, leading to 3°C warming and
severe physical risks.
A scenario that simulates low
transition risks but severe
physicalrisks.
Auction Technology Group plc Annual Report 2022
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Strategic Report
The Environment
continued

Both physical and transition risks and
opportunities have been identied and
further categorised (as per categories
dened in the TCFD Implementation
Guidance); the nancial impact on revenue,
expenditures, assets and liabilities, and
capital and nancing were then identied.
The materiality of risks and opportunities
was determined through a likelihood and
impact scoring mechanism. Following this,
ascenario workshop was facilitated for the
SCRC to identify risks and opportunities
under the “Delayed Transition” scenario
inthemedium-term (2030). Discussions
astowhether climate change poses any
short-term risks (2025-2030) were also held.
Full details of our approach are shown in the
ow-chart opposite.
Climate-related risks and their impact
By following the process summarised we
identied 22 climate-related risks to the
Group. The top three priority risks, within
themedium-term (2030) are outlined and
discussed below, the remaining risks are
documented internally. No material risks
were identied in the short-term; long-term
risks mirrored medium-term risks and,
whilstlong-term risks were investigated
indetail, these have not been included
inthese disclosures.
Priority risks
•
Data centre downtime leading to loss of
revenue and expenditure on customer
compensation
Risk: Due to the digital nature of the
Group’s operations, the highest risk to
ouroperations is third-party data centre
downtime and the implications of this on
revenue and expenditure. We understand
that, whilst we do not operate data
centresourselves, the impact of physical
climate-related risks on our data centre
suppliers, resulting in us being unable to
access our services, would be signicant.
Top ranked climate-related risks to ATG
Rank Risk type Risk denition Risk sub-category Geography
Business
operation
Financial impact
category Materiality risk
1 Transition and
physical
Data centre downtime leading to
loss of revenue and expenditure
on customer compensation
Acute (Physical),
Market and
Reputation
(Transition)
All Data centres Revenues and
expenditures
2 Transition Carbon pricing mechanisms
leading to increased costs and
reduced sales and commission
Policy and Legal All All Revenues and
expenditures
3 Transition Increased competition in the
secondary goods market
resulting in more choice, diluting
our market share
Market All All Revenues
Resilience: In order to mitigate against
datacentre downtime, we have moved
ourmarketplaces to two key suppliers,
reducing the risk of downtime. We have
acomprehensive business continuity plan.
Whilst the severity of this risk is high, the
likelihood of our suppliers being impacted
by physical climatic changes and events is
low and there is also high resilience within
the sector.
•
Carbon pricing mechanisms leading
toincreased costs and reduced sales
andcommission
Risk: A future carbon price may pose a
number of risks to the Group. As already
seen in this nancial year in the UK with
rising energy and living costs, a carbon
price in the future may put further stress on
our labour costs, increasing expenditures
and reducing overall protability of the
Group.
Furthermore, any increased costs
associated with data centre operations
could result in additional costs being passed
on to the Group by our suppliers. Assuming
a reasonable worst case that all costs are
passed through at $200-300/tCO
2
e,
increased hosting costs due to a carbon
price are not considered to have a
signicant adverse impact on overall
business viability, but this will be monitored.
Finally, there is uncertainty around how a
carbon pricing mechanism may be applied
to second-hand goods. Should second-hand
goods be subject to a carbon price, demand
may reduce and sales may be affected.
Resilience: Due to the global and exible
nature of the Group’s business operations,
we are able to adjust our operations in
response to changing labour costs and
taxation. Our resilience is further increased
as our business operations are already
lean and efcient. We will continue to
monitor our costs and improve efciency.
TheGroup has an understanding of the
Scope 3 emissions associated with data
hosting services and has begun to use
supplier-specic emission factors for top
suppliers in this year’s footprint. Data
centre providers are pursuing their own
decarbonisation activities and we plan
toimprove efciency in future years.
•
Increased competition in the secondary
goods market resulting in more choice,
diluting the Group’s market share
Risk: Whilst it is unlikely that the breadth
ofthe Group’s business operations would
be equalled by an existing or new entrant
tothe market, overall competition in the
secondary goods market has been
highlighted as one of the most material
risks to the Group. This risk recognises
thatwith growing awareness of the
environmental benets of the circular
economy, consumers will likely have more
options to purchase secondary-market
goods in the future.
Resilience: Key to the Group’s business
model is the ease of use and the reach of
all platforms. The Group is deeply involved
in the world of technology and innovation,
so is well positioned to take advantage of
any emerging technology to ensure sellers
and buyers of secondary-market goods
continue to choose our platforms when
faced with increased options. Maintaining
continued awareness of options within the
secondary goods market will be key to
maintaining this position.
Low risk Minor risk Medium risk
Auction Technology Group plc Annual Report 2022
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STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

Climate-related opportunities
andtheir impact
From the process outlined, a number of
climate-related opportunities were identied.
The highest-ranking climate-related
opportunities in the medium term (2030) are
discussed and outlined in the table below,
whilst the remaining opportunities are
documented internally and reviewed by
theSCRC.
Priority opportunities
•
Higher demand for secondary goods due
to increased public awareness of the
environmental implications of buying
newitems and the circular economy,
increasing overall sales and commission
Opportunity: The Group’s business model
enables the circular economy, facilitating
the sale of secondary goods, keeping
materials in circulation for longer. As a
result, in the future it is likely that there
willbe increased public awareness of the
environmental impacts of purchasing new
items and a consumer shift to secondary
items. The Group is already a leading
player in this market, is well placed to
maximise this opportunity and further
facilitate the circular economy.
Top ranked climate-related opportunities to ATG
Rank
Opportunity
type Opportunity denition
Opportunity
sub-category Geography
Business
operation Financial impact
Materiality
opportunity
1 Transition Higher demand for secondary
goods due to increased public
awareness of the environmental
implications of buying new items
and the circular economy,
increasing overall sales and
commission
Products/
Services/
Markets
All All Revenues
2 Physical Supply chain disruption due to
climatic changes increasing
demand for secondary goods
and increased sales
Markets All All Revenue
3 Transition Investor preferences to invest
inlow carbon companies
increasing ATG's ability to
raisenance
Markets All All Capital and
nancing
Response: We will continue to investigate
how we can further contribute to the
circular economy and the role we can
playin enabling the re-use of goods.
•
Supply chain disruption due to climatic
changes increasing demand for
secondary goods and increased sales
Opportunity: Due to climatic changes
around the world, there is a risk that supply
chains for new goods are disrupted, which
will consequently increase the demand for
secondary goods.
Response: The Group’s marketplaces are
ideally placed to provide buyers with the
ability to purchase secondary goods,
providing an alternative to buying new
items. In turn, this promotes the circular
economy, reducing the carbon emissions
associated with the manufacture of new
items.
•
Investor preferences to invest in low
carbon companies increasing the Group’s
ability to raise nance
Opportunity: Increasingly investors will
belooking to invest in companies that
areproviding goods and/or services that
are benecial to the environment.
Response: The Group’s activities
contribute to the circular economy, and
weare actively reducing our own carbon
footprint. The Group therefore is likely to
bewell placed to attract environmentally
conscious investors in future years.
Our resilience to climate-related risks
Following a thorough review of
climate-related risks and opportunities, it
hasbeen concluded that the Group’s overall
exposure to climate-related risks is low.
Ongoing monitoring is required to evaluate
the scale of identied and emerging risks. The
materiality of risks will be reviewed annually,
and the impact of material risks will be used
to inform nancial planning within corporate
risk management processes. The Group
recognises the pivotal role we can play in
facilitating the circular economy, and we see
this as a priority opportunity for our business.
Critical opportunity Major opportunity Medium opportunity Minor opportunity Low opportunity
Auction Technology Group plc Annual Report 2022
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Strategic Report
The Environment
continued

1. ATG, 2022. Carbon Impact Report. Available: https://www.auctiontechnologygroup.com/media/rc4msb0b/atg-carbon-impact-report-2022-2.pdf.
Risk Management
Risk management overview
The Board has overall responsibility for
determining principal and emerging risks
tothe Company. The Board ensures there is
an appropriate risk management framework
in place to identify and manage signicant
strategic, operational, nancial, compliance
and reputational risks to the Company and
annually approves the Group’s strategic risk
register. The Board is also responsible for
understanding risks and issues that are
new, developing, growing or becoming
more prominent. This is done through
acombination of operational risk
assessments and other horizon
scanninginitiatives.
Day-to-day responsibility of risk
management is delegated to the senior
management team, whilst the overall
monitoring and review of the effectiveness
of the internal controls and risk management
is delegated to the Audit Committee.
The Group’s risk management framework
applies the principles of the “Three Lines
ofDefence” and sets out a process for
identifying, assessing, managing,
mitigating and monitoring risks. Further
details of our risk management approach
can be found on page 38.
Integrating climate-related risks
The Board has conducted a robust
assessment of the principal risks facing the
Group, including those that would threaten
our business model, future performance,
solvency or liquidity. Whilst climate change
is not considered to be one of these
principal risks, the changing climate may
interact with our principal risks and affect
our value chain.
For example, as a predominantly online
business, we are reliant on data centre
providers, and acknowledge that the risks
posed by climate change on our key
providers may affect us. Climate change
may pose a threat to our online platforms
through climate-driven weather events
affecting our data centres which impact
the stability and continuity of our auction
platforms, one of our principal risks.
Climate-related issues may also increase
competition within the secondary goods
market, exacerbating our principal risk of
competition. Additionally, climate change
may worsen the principal risk of economic
and geo-political uncertainty, leading to
rising operating costs. Due to these
interactions, we closely monitor climate
change risk and the interaction with our
principal risks and will further build on
thisintegration in the future risk
management processes.
Integrating climate-related opportunities
Climate-related opportunities are reviewed
as part of our business development
activities. Last year we conducted a review
of the carbon savings associated with
buying secondary items in place of new
and published this in our 2022 Carbon
Impact Report
1
. We intend to build upon the
integration of climate-related opportunities
in our business plan in future years.
Auction Technology Group plc Annual Report 2022
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STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

1. ATG, 2022. Carbon Impact Report. Available: https://www.auctiontechnologygroup.com/media/rc4msb0b/atg-carbon-impact-report-2022-2.pdf.
2. HM Government, 2021. Green Claims Code. Available: https://greenclaims.campaign.gov.uk/.
Metrics and Targets
In our rst year of disclosing under the TCFD
recommendations, we have continued to
build upon our comprehensive understanding
of our climate impact across our operations
and value chain through calculating our
Scope 1, 2 and 3 carbon footprint as reported
for the rst-time in FY21 and again calculated
in FY22. This incorporates water, waste,
emissions intensity and energy use.
In subsequent years we will ensure that
wedisclose wider metrics in line with our
business strategy and risk management
processes, however, further work is needed
to identify appropriate metrics. We are also
inthe process of determining climate related
KPIs and targets, and have publicly
committed to an SBT in FY23.
Environmental sustainability continues to
beat the heart of our operations, with our
growing reach of online auction platforms
facilitating the resale, reuse or repurpose
ofmillions of items each year, extending
product lifespans, preventing wasted raw
materials and maintaining value within the
circular economy.
This year, we have investigated and
communicated the positive contribution
ouronline auction platforms play in moving
towards a resource efcient, low carbon
economy through the facilitation of the
purchase of secondary goods in the
publication of our 2022 Carbon Impact
Report
1
. Alongside this, we have continued
tomeasure and manage our direct and
indirect GHG emissions associated with our
operations and value chain, building on our
rst year approach as discussed in detail
within this section.
Our continued commitment to
understanding, managing and
reporting our climate impact
Last year we committed to fully calculating
our GHG emissions, accounting for all
emissions associated with our operations
tothe best of our knowledge to provide
uswith an understanding of our largest
emission sources, where we need to focus
future efforts and an understanding of
ourclimate-related risks. Direct emissions
(Scope 1 and 2) were quantied, as required
by the Companies Act 2006 and the
Companies (Directors’ Report, Regulations
2013) and Limited Liability Partnerships
(Energy and Carbon Report) Regulations
2018, and wewent beyond ourstatutory
dutyand comprehensively calculated and
reported indirect (Scope 3) emissions.
Our focus this year has been on the following:
•
Building on our understanding and
quantifying our direct emissions (Scope 1
and 2), which are reported as per our
statutory duty in Streamlined Energy Carbon
Reporting, “SECR data” table on page 65,
and continuing to comprehensively calculate
and report our indirect Scope 3 emissions.
•
Improving our calculation methodology
and expanding our footprint to cover our
newly acquired businesses.
•
Investigating reduction strategies and
agreeing reduction targets in line with the
Science Based Targets initiative (“SBTi”)
and the Paris Agreement’s goal of limiting
global temperature rise to 1.5°C above
pre-industrial levels.
•
Ensuring we disclose our GHG emissions
inline with the Metrics and Targets
recommendations of TCFD.
Each year, we will strive to improve our
methodology to ensure we fully understand
and are reporting upon the GHG emissions
associated with our business and wider
operations. This approach is in line with
theTCFD and the UK’s Competition and
Markets Authority (“CMA”) Green Claims
Code
2
, which ensures green claims are
truthful, accurate, clear and unambiguous,
donot hide or omit important information,
consider the full life cycle of a product or
service, and are substantiated.
Methodology
The methodology used to calculate our
greenhouse gas emissions, our “GHG
inventory”, is based on the World Resources
Institute GHG Protocol, a Corporate
Accounting and Reporting Standard, Revised
Edition
4
(the Protocol) and follows the
Protocol’s guiding principles of relevance,
completeness, consistency, transparency
and accuracy. We were supported to do this
by energy and sustainability consulting
company ClearLead Consulting Ltd.
A nancial control approach has been taken,
meaning that the inventory covers emissions
from all operations that are under the Group’s
nancial control, including operations in the
UK, US and Germany. Emission factors have
been chosen based on the location of the
emissions. However, where emission factors
are not available, UK Government emission
factors have been applied. Emissions are
reported in line with the Group’s nancial year.
Auction Technology Group plc Annual Report 2022
62
Strategic Report
The Environment
continued

Carbon summary
Total greenhouse gas emissions
GHG emissions (tCO
2
e)
3
FY22 FY21 % Change
Scope 1 32.5 35.2 -8%
Scope 2 391.3 251.3 +56%
Total (Scopes 1 & 2) 423.8 286.5 +48%
Scope 3 2.445.4 1900.3 +29%
Total (Scopes 1, 2 & 3) 2,869.2 2186.8 +31%
GHG emission intensity – Scope 1, 2 & 3
Turnover (£) £119.8m £70.1m +71%
Average employee number (“FTEs”) 342 243 +41%
Carbon intensity (emissions per £million turnover) 23.9 31.2 -23%
Carbon intensity (emissions per average FTEs) 8.4 9.0 -7%
We continue to use primary data wherever
possible, and this year have worked with
representatives from all sites to improve data
collection. To fully understand our indirect
emissions some secondary data has been
used and assumptions made to calculate
Scope 3 emissions where primary data was
unavailable. This year we have improved the
emission factors applied within the Scope 3
“Purchased Goods and Services category” (by
far our largest source of emissions), andthe
Scope 3 - “Capital Goods category”. We have
actively worked with our suppliers in order to
obtain supplier specic emission factors,
which is particularly important for some of
our larger emission source categories.
We continue to calculate emissions from all
relevant Scope 3 categories, covering nine
out of the GHG Protocol’s 15 categories,
including the use of our sold products and
remote working emissions, ensuring we
account for all emissions that exist as a
result of our operations. The remaining
Scope 3 categories, including emissions
from upstream and downstream leased
assets, franchises, processing of sold
products and investments, remain not
applicable to ATG. Insufcient data was
available for upstream transportation and
distribution emissions to be established.
The scope of our carbon footprint this year
has changed: as a growing business our
services have expanded with the acquisition
of LiveAuctioneers. As a result, our FY22
footprint includes the direct and indirect
emissions from LiveAuctioneers and
wideroperations.
In our last report, we outlined that our
baseline year, i.e., our starting point for
GHGemissions, would be FY20. Since this
period, the Group’s total emissions have
grown by 31%, largely due to the acquisition
of LiveAuctioneers. To ensure that we can
accurately measure the carbon impact of our
growing business and set realistic, achievable
targets, we have been guided by the GHG
Protocol and have updated our baseline year
to FY21 for the purpose of our Science Based
Target. We continue to monitor our carbon
intensity (tCO
2
e per £million turnover).
Our FY22 carbon footprint
In the current nancial year, 15% of emissions
fall into Scope 1 and 2, whereas 85% of
emissions fall into Scope 3.
Our carbon footprint in FY22.
Scope 1, 32.5 tCO2e, 1%
Scope 2, 391.3 tCO2e, 14%
Scope 3, 2445.4 tCO2e, 85%
Scope 3 emissions, which are under a
reporting organisation’s inuence but not
control, typically make up the largest
proportion of a company’s carbon emissions,
particularly when Scope 3 emissions are
comprehensively covered. This year, the
Group’s largest emission source continues to
be from purchased goods and services (40%
of total footprint), which predominantly arise
from the hosting of our online platforms in
data centres operated by others. Other
signicant Scope 3 categories include the
use of our products (11%), employee
commuting and remote working (9%) and
business travel (9%).
Within our Scope 1 and 2 emissions,
purchased electricity (10%) is the largest
contributor to our overall footprint, followed
by purchased heat (3%). Stationary
combustion, i.e., fuel combusted within
stationary equipment such as a boiler,
accounts for 1% of the footprint and fugitive
emissions (refrigerants) and mobile
combustion account for less than 1% of
overall emissions. In line with the GHG
Protocol and to ensure consistency with our
previous year’s reporting, we are reporting
location-based emissions from purchased
electricity in place of market-based
emissions, to ensure we fully account for the
emissions from the electricity we consume.
The electricity in our London headquarters
however continues to be sourced from a
renewable energy provider.
3. GHG emissions reported in metric tonnes CO2 equivalent (“tCO2e”).
4. WRI GHG Protocol Corporate Standard. Available: https://ghgprotocol.org/corporate-standard.
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Our 2022 impact
The Group accepts that our overall emissions
have and may continue to rise as a growing
and acquisitive company. We are however
working to minimise increases in absolute
emissions to ensure that our growth is
sustainable. Our absolute emissions across
all scopes have grown by 31%, predominantly
due to the acquisition of LiveAuctioneers
coupled with the organic growth of the Group
and a return to our ofces as Covid-19
restrictions have lifted. Despite this, our
carbon intensity i.e. our measure of carbon
emissions as a proportion of our overall
activity, has decreased by 23%, indicating
that we are becoming more carbon efcient
as we expand.
Our absolute Scope 1 and 2 emissions have
increased by 48%, the majority of which is
aresult of an increase in purchased heat
through the acquisition of Live Auctioneers
and a general increase in the demand for
electricity since slowly moving back to
working from our ofces.
Our Scope 3 emissions have also increased
by 29%. This rise is attributable to an increase
in purchased hosting services and the use of
our sold products resulting from the growth
of our online auction platforms, and an
increase in business travel and commuting
which is more representative of our activities
prior to the Covid-19 pandemic.
This year we have also built upon our
understanding of our emissions by improving
our calculations for a number of categories,
including but not limited to Scope 3. Fuel and
other energy not included in Scope 1 or 2, by
including well-to-tank emissions associated
with mobile combustion and business travel.
We have also reduced assumptions across
the footprint, such as by gathering primary
commuting data, data associated with the
Antiques Trade Gazette, and allocating
hosting services to specic brands.
Reducing our impact
As this is our rst year of actively addressing
our emission levels, one of our main priorities
this year has been investigating carbon
reduction strategies and modelling targets in
line with the SBTi and the Paris Agreement’s
goal of limiting global temperature rise to
1.5°C above pre-industrial levels.
Due to the nature of our business, which
spans multiple geographies, we felt it was
vital that all our ofces and brands were
aware of their GHG emissions and that
reduction strategies were discussed directly
with representatives from each ofce.
Wealso wanted to ensure that we had
thoroughly investigated what reductions
could realistically be made before
committing to a target. We met virtually with
each location to discuss their emissions and
possible strategies for reduction. Overall, we
conrmed that our operations are already
efcient, however, some areas for future
focus have been identied, including:
Consolidating our hosting providers:
As our data centre providers account for 32%
of our GHG emissions, we have consolidated
our data centres to two key suppliers. We
continue to look at ways in which we can
rationalise our use of data centres and
associated GHG emissions.
We have further long-term plans to improve
the efciency of our marketplaces through
powering all platforms from one set of
shared services, which will lead to a reduction
in our emissions from hosting services.
Improving the energy efciency of our
physical ofces:
In future years, we will look closely at our
ofces to identify where emission reductions
could be made. We will improve the
monitoring of energy consumption in our
ofces to identify when usage is usually high.
We recognise that working practices have
changed and some of our employees now
work remotely or combine home working
with some ofce days. As the heating and
electricity needs of our ofces contribute
92% to our Scope 1 and 2 emissions, we
willcarefully look at how we can minimise
emissions from our ofces whilst continuing
to provide working spaces to suit the needs
of our business and employees.
One of the primary steps we will take in
FY23to reduce our electricity consumption
will be through the relocation and strategic
downsizing of our Omaha ofce. Currently,
electricity use in the Omaha ofce accounts
for a signicant portion of our carbon footprint;
with this relocation we are expecting to see a
signicant decline in our Scope 2 emissions.
Continuing to involve staff across our
brands and geographies in the monitoring
and management of our GHG emissions:
We will continue to involve staff in our GHG
management, to identify reduction strategies
suitable for each site. This may involve carbon/
energy efciency training; the introduction of
e-bikes; switching to green electricity suppliers
where available; adopting low carbon
procurement policies; and the reduction
intheitems we purchase as a Group.
Following our review of our ability to
reduceemissions, we have decided to set
anear-term Science Based Target in line
withlimiting global temperature rise to
1.5°Cabove pre-industrial levels. We have
committed to reducing our absolute Scope 1
and 2 emissions by 42% by 2030 (from a
FY22 baseline year), and we will continue to
monitor and report our Scope 3 emissions.
Our future commitment
We will continue to take a rigorous approach
to calculating our overall climate impact
byimproving our approach to emission
calculations annually and working to reduce
Scope 1 and 2 emissions to achieve our SBT.
We will also investigate widening our
internaltargets to cover some of our
Scope3emissions.
We will continue to monitor developments in
carbon reporting and management to ensure
we are aligned with sector best-practice,
ensuring we are making real reductions to
our impact on the climate.
Auction Technology Group plc Annual Report 2022
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Strategic Report
The Environment
continued

SECR data
Category Scope
Current reporting year:
FY22
Baseline reporting year:
FY21
UK and offshore
Global (excluding
UK and offshore) UK and offshore
Global (excluding
UK and offshore)
Emissions from activities which the Company owns
or controls including the combustion of fuel and
operation of facilities (tCO
2
e)
1 7.1 25.4 5.6 29.6
Emissions from purchase of electricity, heat,
steamand cooling purchased for own use
(location-based, tCO
2
e)
2 20.6 370.7 31.3 220.0
Total gross Scope 1 and Scope 2 emissions (tCO
2
e) 1 & 2 27.7 396.1 36.9 249.6
Energy consumption used to calculate the above
emissions (kWh)
1 & 2 125,265.3 1,342,370.8 170,341.7 530,190.5
Total gross Scope 1 and Scope 2 emissions UK
andglobal (tCO
2
e)
1 & 2 423.8 286.5
Intensity ratio UK and global: emissions (tCO
2
e)
permillion £ turnover
1 & 2 3.5 4.1
SECR change log
Change in consumption, emissions and intensity ratio between the baseline and reporting year
Category Percentage change
Energy consumption (kWh) +110%
Total gross Scope 1 and Scope 2 emissions UK and global (tCO
2
e) +48%
Intensity ratio (Scope 1 and 2 emissions tCO
2
e / million £ turnover) -13%
Description of changes in
consumption, emissions and
intensity ratio between the
baselineand reporting year.
As an expanding business, we accept that our overall emissions may rise and we will work to minimise any
increase in absolute emissions to ensure we grow sustainably. Absolute emissions have grown by 48%,
whereas our carbon intensity, across all scopes, a measure of our carbon emissions as a proportion of our
overall activity, has decreased by 13%, indicating that we are becoming more carbon efcient as we grow.
Our absolute Scope 1 emissions have declined slightly since the prior reporting year. However, our absolute
Scope 2 emissions have increased signicantly. This can be attributed to an increase in emissions from
purchased heat and electricity, resultant from the acquisition of LiveAuctioneers coupled with an increase
in the number of employees working back in our ofces post pandemic.
Although not directly reported in our SECR report, we have continued to measure and improve upon our
understanding of our Scope 3 emissions. In total, our absolute Scope 1, 2 and 3 emissions have increased
by 31%, however, have declined by 23% relative to turnover. As last year, we have included remote working
emissions and emissions associated with the use of sold products in our carbon footprint to ensure we
account for our home-based employees and continued growth in our online auction services.
Auction Technology Group plc Annual Report 2022
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STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

Our people bring talent and experience to ATG which is key to our
success. Our core values are ingrained in our culture and help us
achieveour strategy and purpose.
A culture which enables people
tothrive
Our employees understand that how they
work is as important as what they deliver,
andevery member of our teams know what’s
expected of them and how they can succeed.
In the past year, our team at all levels have
done a superb job of adapting and managing
the growth and higher expectations that are
held of us as a public company.
In FY22, we welcomed the LiveAuctioneers
team to ATG and over the past year, have
worked to integrate their team, culture
andways of working into the business.
Thisincludes the promotion of two of
LiveAuctioneer’s senior leaders to the ATG
Leadership Team, as well as through the
collaboration and sharing of best practices in
the development and roll out of the integrated
payments solution. We also added a new
role, Chief People Ofcer, to the Leadership
Team, whose focus will be to continue to
build a strong global culture and employee
experience at ATG, as we recognise that
company culture is a critical differentiator
inour success.
Listening to our people
It is important that we continue to make
ATGa great place to work, and we regularly
engage with our employees to understand
their values and concerns.
Every year we run a Company-wide survey
tounderstand employee sentiment and
engagement, which is followed by focus
groups and actions for the coming year. The
most recent survey saw 91% of respondents
feeling personally engaged with the Company
and their roles. This is the fourth consecutive
year that we have seen an engagement score
of over 90%, driven by many factors including
a favourable score for employee trust in the
integrity of our leadership, their vision and
Company growth and direction. The
employees from LiveAuctioneers and
AuctionMobility will be included in the
2023engagement survey.
Over the year, we have also listened to our
employees as we managed the transition
from remote working to a hybrid working
solution as many employees returned to
theofce.
Our employees
understand that
howthey work is as
important as what
they deliver, and
every member of our
team knows what’s
expected of them
and how they
cansucceed.
Our People and Community
Auction Technology Group plc Annual Report 2022
66
Strategic Report

Throughout the period of remote working,
wecontinued to support our employees and
their wellbeing, including through offering
exible working patterns for parents, as well
as ensuring our employees remained well
connected throughout the period. We
listened to our employees’ feedback on the
return to the ofce, adopting three hybrid
models according to local government
guidelines, whilst also offering permanent
opportunities to work from home for
someemployees.
An inclusive and diverse workforce
A diverse ATG is important to us, and we
strive to be a company where all people can
work and thrive in a supportive environment.
We are fully committed to the elimination of
unlawful and unfair discrimination, and we
value the differences that a diverse workforce
brings to our organisation. We know that our
continued success relies on bringing together
people who have a wide range of experience
and skills to offer different perspectives and
promote innovation. We are in the process
ofimplementing our diversity and inclusion
strategy in accordance with our Board and
workforce diversity policies. The workforce
diversity policy is shared with and is available
to all our people via the employee handbook
on the Company’s intranet. The Board
diversity policy can be found on our website
at www.auctiontechnologygroup.com/
investors/corporate-governance/. We also
continue to track the gender and ethnic
minority balance of our workforce and are
committed through our initiatives to ensure
that we improve this balance.
Gender diversity
The Group is diverse in terms of gender
mixwith women comprising 38% of the total
workforce. The Group’s employee base is
diverse at the management level with two
females on our Leadership Team, and many
more female leaders in management roles
inmultiple parts of the organisation. The
Group’s Leadership Team, as dened by
theCorporate Governance Code, comprises
nine males and three females, As illustrated
on pages 84 to 87 the Board comprises
vemales and three females. We strive to
achieve a gender balance across all levels
ofthe organisation and have recently
achieved this balance in our UK and
Germanbusinesses.
Ethnic diversity
ATG’s employees are diverse in terms of
ethnicity, with 25% having disclosed as
identifying as non-white. We are committed
to increasing ethnic diversity across all levels
throughout the organisation through
recruitment and succession planning.
The Board has considered the Parker Review
recommendation for all FTSE 250 Boards to
have at least one director from an ethnically
diverse background by 2024, and following
consultation with the Nomination Committee,
the Board considers that it has achieved this
target, with John-Paul Savant representing a
Eurasian ethnically diverse background.
Employees with disabilities
We strive to be an inclusive employer and are
committed to ensuring that people with
disabilities are not disadvantaged in our
hiring process. We offer exibility and
support to any employees that are disabled
upon joining or who become so during
employment.
Initiatives to promote diversity,
inclusion and equal opportunities
Initiatives to promote diversity, inclusion and
equal opportunities include:
•
A talent review to identify female high
performers with clear development and
progression plans. The Board continues
tofocus on succession planning and
developing diversity within the Leadership
Team. The Chief People Ofcer tracks and
reports on diversity metrics regularly,
enabling us to incorporate this data in to key
people initiatives, such as a talent reviews.
•
A review of all employee pay, with steps
taken to level up pay gaps for male and
female employees doing the same role with
similar experience levels during pay review.
•
Diversity, equality and inclusion training for
all employees. Through online interactive
training, we educate employees and create
awareness on the following topics:
– Microaggression in the workplace
– Unconscious bias
– Workplace cultural competency
andhumility
– Diversity, inclusion and sensitivity
•
Celebration of internationally diverse days
including a paid holiday in North America
for Juneteenth.
•
Actively soliciting employee feedback on
what can be done to further support
diversity, equality and inclusion, including
through our employee engagement survey.
96% of employees feel ATG recognises
diversity is critical to our future success.
However, 12% feel there is more we can do to
value individual backgrounds and identities.
•
Supporting apprenticeship schemes in the
UK and Germany, to offer young people, or
those without the opportunity to study
further education, a placement at ATG. This
provides qualications, training and on the
job corporate experience in entry level roles.
•
Creating more internship opportunities in
North America with quality work
experience through the University of
Nebraska supported schemes.
An environment where all employees
can build a rewarding career
Training and development
We ensure that all employees have access
tothe training they need to support their
development. All employees are required
toundertake mandatory training annually
toensure they understand their legal and
regulatory duties in relation to insider trading,
cyber security and data security.
Professional qualication sponsorship is
available for all employees to apply for. During
objective-setting periods, employees review
training needs with their managers and
training will be offered on a case-by-case
basis to support specic developmental skills.
New joiners receive a 30/60/90-day
onboarding programme to help set them
upfor success and ensure they receive a
comprehensive plan to learn about ATG’s
purpose and strategic drivers, our
infrastructure, processes and ways
ofworking.
Performance reviews are conducted at
leastannually across the Group, to enable
managers to have meaningful discussions
about an individual’s progress and career
development. To support these conversations,
we offer access to development plans and
360 feedback tools.
Auction Technology Group plc Annual Report 2022
67
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

Recruitment
We are committed to the fair and equal
treatment of candidates through our
recruitment process, regardless of an
individual’s race, age, gender, ethnic
background, religion or beliefs, gender
reassignment, sexual orientation, marital or
civil partnership status, or disabilities. Our
recruitment and selection processes focus
on selecting the best candidate for each role
and we hire based on merit and the right
skills for the role.
In the last 12 months, 40% of our new
joinershave been female, notwithstanding
the shortage of female applicants that is
prevalent within the technology sector. Our
hiring strategy has looked to increase the
number of female candidates by engaging
with women in technology forums and
working with specic agencies. As well as
improving gender balance, we continue to
increase our mix of ethnic backgrounds.
Inthe US, we have a partnership with the
Professional Diversity Network where every
role is posted to 17 ethnically diverse job
boards with the aim to increase the diversity
of applying candidates.
Recognising high performance
Each employee is rewarded for long service
and performance through an employee
voucher scheme at key milestones and
commendable achievements. Employee
performance is also celebrated with an
annual awards ceremony known as the
ATGSpotlight Awards, bonuses to recognise
exceptional commitment to work as well as
regular celebration of achievements at Group
wide “All Hands” meetings.
Employee benets
We believe it is necessary to offer a
competitive benets package to ensure
wecan recruit and retain the right calibre of
person. As well as some key nancial benets
and paid vacation leave, we ensure different
demographics are catered for, such as paid
leave benets for new parents. We support
health and wellbeing schemes including EAP
condential helplines in the UK, the UK Cycle
to Work scheme, 24/7 GP access, as well as
the provision of eight video counselling
sessions with trained therapists each year.
ATG provides pension arrangements for the
benet of our employees in the UK and US,
including a dened contribution scheme in
the UK and a 401(k) plan in the US, which
also include life insurance and income
protection schemes. All new UK and US
employees, once eligible, can join the Group’s
dened contribution scheme or 401(k),
respectively. Medical, dental and vision
insurances are provided across the US.
Othercountries comply with the statutory
lawwithin that country.
Employee share schemes
To encourage our employees to align their
interests with shareholders and to benet
from their contribution to ATG’s success,
existing and new employees have been
granted equity awards. Furthermore, we have
recently set up a new scheme for all UK and
German employees to have the opportunity
to take part in a Shared Incentive Plan (“SIP”).
For every share an employee purchases, ATG
will match it. US employees will be invited to
buy shares under the Employee Share
Purchase Plan (“ESPP”), purchasing
sharesata 15% discount.
The Long Term Incentive Plan allow ATG to
award employees with equity each year,
vesting over a three or four-year period.
FromOctober 2023, ATG will be offering all
employees equity under the LTIP plan rules.
This is an exciting prospect for employees
and ATG is pleased to be able to reward
employees at all levels.
Supporting our communities
We are committed to making an impact
notonly in our industry, but also in the
communities in which we operate. We run a
number of programmes and initiatives that
enable our business and our people to make
a difference.
Supporting educational programmes
Developing the next generation of talent and
fostering new ways to encourage entrants,
ofall backgrounds, into the auction and
technology sectors are important to the
future success of the online auction industry.
An example of this is our support of BADA
Friends – the British Antique Dealers
Association – which provides a platform
forthe public to support the work of
BADA’sCultural and Educational Trust, and
topromote learning and expertise in the ne
art and antiques trade.
Sponsorships and partnerships
Each year we support industry events,
whether through sponsorship or devotion of
expertise, helping to support a virtuous circle
of growth in the auction industry. These
events include:
•
National Auctioneers Association. Every
year, we sponsor the NAA Conference and
Show in North America, an event which
explores innovative solutions to accelerate
the future auction industry.
•
Firsts – London’s Rare Book Fair.
Everyyear we sponsor the Antiquarian
Booksellers’ Association annual fair, which
promotes the trading and collecting of rare
books, maps, prints and manuscripts.
•
Asian Art in London. Every year we are a
primary sponsor of the festival, which
promotes connoisseurship of – and trading
in – Asian art and highlights London’s key
role as a global art market hub.
•
RICS (Royal Institute of Chartered
Surveyors) Global Valuation Conference.
We sponsor this event, which presents new
opportunities for collaboration and the
advancement of the valuation profession.
Charities
Charities are facing unprecedented
fundraising challenges as a result of the
pandemic, which means they are more reliant
than ever on regular donations. We make an
impact by supporting charities and causes
that matter to our teams.
UK employees are offered a Payroll Giving
scheme as a simple way for our people to
support causes close to them with tax-free
giving. In celebration of the organisation’s
decision to foster a culture of philanthropy
and committed giving in the workplace, by
making Payroll Giving available to employees,
we have been awarded with a Payroll Giving
Silver Award by the Charities Trust.
We also facilitate hundreds of charity auctions
on our marketplaces each year, waiving our
fees to ensure that all proceeds go to the
charities. In the past 12 months, charity
auctions hosted on our marketplaces have
raised over £6m for good causes (FY21: £7m).
Auction Technology Group plc Annual Report 2022
68
Strategic Report
Our People and Community
continued

Auction Technology Group plc Annual Report 2022
69
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

Sustainability Governance
and Compliance
We are committed to operating in a transparent, responsible and ethical
manner, within a strong governance and compliance framework.
Regulatory and reporting environment
The Group’s operations are subject to various
laws and regulations, including regulations
with respect to e-commerce and data
protection. Its operations are global and
soitis subject to local laws and regulations
across multiple jurisdictions, but the Group’s
primary focus is on the UK, US and EU. It is
therefore primarily subject to a number of
regulations and national laws within the EU,
UK and US.
We have sought to align with the TCFD
disclosures. Our TCFD disclosures are
detailed on pages 53 to 65.
Sustainability and Climate
Risk Committee
The Board approved the establishment
of the Sustainability and Climate Risk
Committee during the year, primarily to
support the implementation of the TCFD
recommendations for corporate reporting,
but more widely to cover climate-related
developments and wider sustainability
topics. The Sustainability and Climate Risk
Committee is chaired by Richard Lewis, Chief
Operating Ofcer, and its members are Tom
Hargreaves, Chief Financial Ofcer, Suzanne
Baxter, Chair of the Audit Committee, and
senior representatives from Finance, Internal
Audit, and ClearLead Consulting Ltd, our
external sustainability consultants.
The Committee, which plays a pivotal role in
developing and implanting ATG’s climate risk
strategy, reports directly into the Board and
provides regular updates to help determine
the focus and direction of the strategy.
Further details on the governance of the
Sustainability and Climate Risk Committee
can be found in the Corporate Governance
Report on page 57.
Further details on the Group’s governance
framework, its committees and key policies
can be found in our Corporate Governance
Report on pages 72 to 83.
Introduction from Richard Lewis,
ChiefOperating Ofcer and Chair
ofthe Sustainability and Climate
RiskCommittee
The Board has overall responsibility for
our ESG and sustainability strategy, the
latter being sponsored by myself as
Chief Operating Ofcer and overseen
bythe Sustainability and Climate Risk
Committee. The Sustainability Report
summarises our strategy and the
actions taken to ensure that our
operations have a positive impact on
ourstakeholders and the planet and this
section outlines the governance of this
vital area. We are proud to share our
progress on ESG and sustainability
governance, demonstrating our
commitment to a sustainable future. The
creation of the Sustainability and Climate
Risk Committee by the Board during the
year has strengthened our governance
arrangements for the oversight of
sustainability and ESG matters on behalf
of the Board, whilst also monitoring
material climate risks that impact on our
business and reputation. The Board will
continue to monitor our progress against
our ESG and sustainability objectives
and targets and we are committed to
providing clarity and transparency on
these matters.
Protecting personal data
Protecting personal data is core to the Group’s
operations. We invest heavily in data security
and privacy controls and work hard to ensure
our marketplaces, white labels and SaaS
back-ofce solutions are safe to use, that the
data we store is secure and that we comply
with all applicable data protection legislation.
We have undertaken both internal and
external audits of our cyber security and data
protection controls and continue to review
and strengthen our processes and policies
tomeet the new threats that face online
marketplaces, white labels and SaaS
products. We have organisational and
technical measures implemented across the
Group to ensure that our services and data
are protected. We undertake periodic analysis
to identify potential vulnerabilities and risks.
We have processes in place to identify
potential incidents and mitigate accordingly.
During FY22 we appointed a dedicated Head
of Information Security responsible for the
coordination, execution and reporting on
theATG information security programme.
We have an internal governance framework
for data protection and information security
including various policies, procedures and
training. Our policies are regularly reviewed
and updated. All employees must certify that
they have read and understood our core
policies. Further specialised policies and
standards are required for employees in
engineering, product and design. Our Data
Protection Ofcer has extensive experience
incyber security and data privacy, data breach
prevention and reporting, policy compliance,
record keeping and data subject rights.
Card payments from bidders are handled by
third-party suppliers on behalf of the Group
and by auction house clients. Therefore, the
Group does not store card details and does
not need to comply with Payment Card
Industry Data Security Standard (“PCI DSS”)
as it does not store bidder card data. Under
its contract with the Group, the supplier
agrees to comply with the PCI DSS in respect
of the storage of bidder card data. Online
subscriptions to the Antiques Trade Gazette
are managed in a similar fashion.
Auction Technology Group plc Annual Report 2022
70
Strategic Report

Anti-money laundering
In accordance with UK anti-money laundering
regulations, auction houses are required to
conduct appropriate due diligence on any
bidders spending more than €10,000 in
anysingle transaction or series of linked
transactions. The Group works closely
withauction houses in order to support
thisprocess and assist with compliance.
Inparticular, the Group has developed and
continues to develop practicable procedures
for bidders and auction houses to follow.
Through the Group’s GAP Toolbox, the
Groupis able to centralise this verication
process for bidders, reducing friction across
different marketplaces.
Restricted items
The Group has rules in place with regard
tothe listing of prohibited items on its
marketplaces, such as offensive items, illegal
rearms and weapons, and illegal wildlife
products. We employ a compliance team
tomonitor adherence to these rules.
Security of buying on our
marketplaces
It is important that bidders can trust the
buying experience on our marketplaces and
that they know that auctioneers are following
best practice. We vet all auction houses
before allowing them to sell on our
marketplaces. Equally it is important to
auction houses that they are protected
against fraudulent bidders. To this end we
have bidder security teams dedicated to
minimising the number of marketplace
bidders who default on their purchases.
Anti-bribery and corruption
It is our policy to conduct all of our business
in an honest and ethical manner. We take
azero-tolerance approach to bribery and
corruption and are committed to acting
professionally, fairly and with integrity in
allour business dealings and relationships
wherever we operate and implementing
andenforcing effective systems to counter
bribery and corruption. There were no
instances of bribery reported within the
Group during the year.
Whistleblowing
We are committed to maintaining the
higheststandards of honesty, openness and
accountability both within the organisation
and in all its business dealings. ATG and
itsemployees must behave honestly, and
customers must be able to have absolute
condence in us. The Group recognises that
employees have an important role to play in
achieving these goals.
A whistleblowing policy has been adopted
which includes access to a whistleblowing
telephone service run by an independent
organisation, allowing employees to raise
concerns on a strictly condential basis.
TheAudit Committee receives regular
reports on the use of the service, and any
issues that are raised, the ndings of any
investigations and any actions arising.
There were no reports made under the
Group’s whistleblowing policy during the year.
Modern slavery
We are committed to ensuring that slavery
and human trafcking are not taking place in
any part of our business or our supply chain.
We expect the same commitment from our
suppliers, contractors and business partners.
We will not tolerate the mistreatment of people
in our employment and, wherever possible,
employed in our supply chain. Our Modern
Slavery Statement can be found on our
website www.auctiontechnologygroup.com.
During FY22, no incidents of modern slavery
or human rights abuse were identied within
the Group or our supply chain.
Human rights
We are committed to supporting human
rights through our compliance with national
laws and through our internal policies which
adhere to internationally recognised human
rights principles. Our Code of Conduct and
associated policies require respect and
equaland fair treatment of all persons we
come into contact with. We safeguard our
employees through a framework of policies
and statements in respect of equal
opportunities and inclusion policies.
Tax transparency
The Group is committed to paying its fair
share of tax and manages tax matters in line
with our tax principles as set out in the Chief
Financial Ofcer’s review on pages 32 to 36.
The Group’s Tax Strategy, which is approved
by the Board, is published on our website
www.auctiontechnologygroup.com.
The Strategic Report, comprising the
information on pages 02 to 71 inclusive,
was approved by the Board of Directors
on 1 December 2022 and signed on its
behalf by:
John-Paul Savant
Chief Executive Ofcer
Auction Technology Group plc Annual Report 2022
71
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

Corporate Governance
In this section:
Chairman’s Introduction 73
Governance Report 74
Board of Directors 84
Audit Committee Report 88
Nomination Committee Report 95
Remuneration Committee Report 98
Directors’ Report 113
Statement of Directors’
Responsibilities 117
Corporate
Governance
Auction Technology Group plc Annual Report 2022
72
Auction Technology Group plc Annual Report 2022
72

CORPORATE GOVERNANCESTRATEGIC REPORT
We are committed to promoting the highest standards
ofcorporate governance in order to deliver our purpose
ofunlocking the value of the secondary goods market
and accelerating growth in the circular economy.
Chairman’s Introduction
Corporate Governance Report
On behalf of the Board, I am pleased to
introduce our Corporate Governance Report
for the nancial year ended 30 September
2022, our rst to cover a full year of operation
since becoming a listed entity on 26 February
2021. FY22 was a busy time for the Board as
we got to know each other as a Board and
helped the Company to continue its transition
to the heightened demands of listed
company life. In this report, and in the
sections that follow, we aim to provide an
insight into how corporate governance
operates at ATG and to explain how we as
aBoard have sought to apply the principles
ofthe 2018 UK Corporate Governance Code
(the “Code”). A copy of the Code can be found
at the Financial Reporting Council’s website
frc.org.uk. The Board is committed to the
highest standards of corporate governance
and as a Board we aim to lead by example.
Since Admission we have continued to
strengthen Board membership and in the last
year we welcomed Pauline Reader, Suzanne
Baxter and Tamsin Todd as independent
Non-Executive Directors. Each of our Directors
brings to the Board their own set of unique
skills, experience and knowledge in areas that
are crucial to our business model. We also
saw Penny Ladkin-Brand step down from
theBoard in January 2022 and I would like
tothank Penny for her valuable contribution
tothe Board during her time with us.
We believe that maintaining a diverse Board
is important to our decision-making and I am
pleased to report that our Board composition
is in line with the recommendations from the
FTSE Women Leaders Review. You can read
more about the diversity of our Board and our
plans for the future in the Nomination
Committee Report on pages 95 to 97.
The Company’s second Annual General
Meeting (“AGM”) will be held on Thursday
26January 2023, an opportunity for the
Board to engage with our investors. Full
details of the AGM, including the resolutions
to be proposed for shareholder approval, can
be found in the Notice of Meeting. In order
tomaximise shareholder engagement and
participation, we encourage all shareholders
to cast their votes by proxy, and to send any
questions in respect of AGM business to
investorrelations@auctiontechnologygroup.
com. Shareholders who would prefer not, or
are unable, to attend the AGM in person are
invited to watch and listen to the AGM online
via a live webcast, details for which can be
found in the Notice of Meeting. This report
explains in more detail the corporate
governance structures in place, the work of
the Board and its Committees in FY22 and
our planned focus for FY23.
Breon Corcoran
Chairman
1 December 2022
Nomination Committee Report p95
Board gender diversity
Male (5)
Female (3)
Board independence
Independent (4)
Non-independent (3)
Chair (1)
Length of tenure
0-3 years (6)
3-6 years (1)
6-9 years (1)
Governance at a glance
Documents available at
www.auctiontechnologygroup.com
•
Articles of Association
•
Matters Reserved to the Board
•
Terms of Reference for Board Committees
•
Board Diversity & Inclusion Policy
•
Modern Slavery Statement 2022
•
Tax Strategy 2022
•
Notice of Annual General Meeting 2023
Breon’s biography p84
Chairman’s Statement p08
Auction Technology Group plc Annual Report 2022
73
FINANCIAL STATEMENTS

Corporate Governance
Overview
Compliance with the Code
The Company has assessed itself with
reference to the Code, which the Company
became subject to following the Company’s
Admission to listing on 26 February 2021.
The Board conrms that the Company
applied the principles and complied with the
provisions of the Code throughout FY22 and
up to the Last Practicable Date, with the
exception of the following:
Under provision 11 of the Code, at least half
the board of directors of a company listed in
the UK, excluding the chair, should comprise
non-executive directors determined by the
board to be independent in character and
judgement and free from relationships or
circumstances which are likely to impair, or
could appear to impair, this independence.
Atthe start of the year under review, the Board
comprised two Executive Directors, two
independent Non-Executive Directors, one
additional Non-Executive Director plus the
Chair (who was independent on appointment)
and therefore did not fully comply with the
Code. Pauline Reader’s appointment on
2December 2021 shifted the balance until
Penny Ladkin-Brand’s resignation on
25January 2022, following which there was
ashort period of non-compliance until the
appointment of Suzanne Baxter and Tamsin
Todd as independent Non-Executive Directors
on 4 February 2022.
The movements noted above also impacted
the composition of the Board Committees.
Provision 24 of the Code recommends that
audit committees of companies within the
FTSE 350 should have a minimum of three
members. The Company entered the FTSE
350 during FY21. The Audit Committee
experienced two periods with two members
in FY22, for the period from 1 October 2021
to 2 December 2021 and for the period from
25 January 2022 to 4 February 2022. From
4February 2022, the Audit Committee has
comprised three independent Non-Executive
Directors, as set out in the Audit Committee
Report on pages 88 to 94.
The Board considers that the above
movements were necessary to achieve the
desired composition of skills, experience and
competencies and to consolidate the Board
for its future operations, as the Company
moved into its rst full year of operation
post-IPO.
Provision 20 of the Code provides that open
advertising or an external search consultancy
should generally be used for the appointment
of the Chair and Non-Executive Directors.
Whilst the Company used executive search
companies to assist with identifying
candidates resulting in the appointment of
Pauline Reader and Suzanne Baxter, the
Nomination Committee also utilised existing
Directors’ own networks to recommend
candidates for shortlisting the position
subsequently lled by Tamsin Todd. Further
details can be found in the Nomination
Committee Report on pages 95 to 97.
Other than the above, the Company has
complied with the principles of the Code for
the period under review.
Directors’ independence
The Board has determined that all of
theNon-Executive Directors other than
MorganSeigler are free from any business
orother relationship that could impair their
independent judgement and are therefore
‘‘independent Non-Executive Directors’’
withinthe meaning of the Code. The
Non-Executive Directors holding shares in
theCompany are not, nor do they represent,
asignicant shareholder.
The Directors believe that the appointment
ofMorgan Seigler to the Board by TA
Associates, pursuant to the Relationship
Agreement, is assisting the Group with the
implementation of its growth strategy,
particularly given Morgan’s familiarity with
the business, transactional experience and
network of contacts through TA Associates,
which the Directors believe will assist the
Group in sourcing acquisition opportunities.
The Directors further believe that the terms of
the Relationship Agreement enable the Group
to function independently of TA Associates
notwithstanding TA Associates’ appointment
of Morgan Seigler to the Board.
The Board is mindful that the Code lists
thatwhere Non-Executive Directors hold
cross-directorships or have signicant links
with other Directors through involvement
inother companies or bodies, this is likely
toimpair, or could appear to impair, a
Non-Executive Director’s independence.
Accordingly the Board has assessed the
independence of Scott Forbes and
SuzanneBaxter, given that Scott serves
asindependent Chair, and Suzanne as
anindependent non-executive director of
Ascential plc, a UK listed company. They are
not involved in executive duties for Ascential
plc and each have a similar obligation to be
independent for Ascential plc as they do for
the Company. The Board does not consider
that Scott Forbes’ and Suzanne Baxter’s
positions as independent Non-Executive
Directors of the Company are adversely
impacted by their roles on the board of
Ascential plc and is satised that
notwithstanding these appointments,
theyare to be regarded as independent.
Board composition
The composition of the Board has continued
to evolve during FY22 with the appointment
of Pauline Reader in December 2021, the
resignation of Penny Ladkin-Brand in January
2022 and the appointment of Suzanne Baxter
and Tamsin Todd in February 2022. At the
date of this report, our Board comprises eight
members: the Chair, the CEO, the CFO, four
independent Non-Executive Directors and
one non-independent Non-Executive Director.
Over half the Board (excluding the Chair)
comprises independent Non-Executive
Directors and the composition of all Board
Committees complies with the Code.
Board meetings
The Chairman, in conjunction with the CEO
and Company Secretary, plans an annual
programme of business prior to the start of
each nancial year, to ensure that essential
topics are covered at the appropriate time
and that space is built in in advance to
provide the Board with the opportunity to
hold in-depth discussions and deep dives
onkey strategic issues.
Board papers are circulated electronically
inadvance of meetings to ensure sufcient
time for the Board to absorb, thus facilitating
robust discussion.
Governance Report
Auction Technology Group plc Annual Report 2022
74

CORPORATE GOVERNANCESTRATEGIC REPORT
The Board generally schedules six meetings
each year to allow the Board sufcient time
to discharge its duties, with ad hoc meetings
convened as and when required. There were
seven scheduled Board meetings during
FY22, excluding ad-hoc sub-committee
meetings for time-sensitive approvals.
Information on Directors’ attendance at
Board and Committee meetings is set out
onpage 82.
Board meetings have generally been held in
person at our London ofces for the majority
of FY22. Given her location, Pauline Reader
joins Board and Committee meetings via
videoconference and intends to attend at
least one meeting per annum in person.
To ensure that the Board has good visibility
ofthe key operations of the business,
members of the Leadership Team attend
Board meetings regularly to provide
presentations on areas of strategic focus.
Board evaluation
In February 2022 the Board conducted an
effectiveness review of its performance and
that of its Committees, led by the Chair and
supported by the Company Secretary. The
Senior Independent Director led a review of
the Chair. As the Board had been constituted
for a relatively short period, the focus of the
internal review was to obtain feedback on
progress so far, to seek recommendations
for improvement and to consider the key
priorities for the business and the Board
inthe second half of FY22. The overall
conclusion was that the Board and its
Committees comprised high-quality,
experienced individuals and that they were
engaged in meetings and the quality of
debate was high and centred on the right
issues. Most review areas were scored as
either good or excellent. Common outputs
emerging from this exercise were as follows,
along with agreed actions:
Finding: Board focus during the second half
of FY22 and into FY23 should include deep
dives into key pillars of the Group’s strategy.
Action: Each Board meeting includes a
strategic update by key members of the
Leadership Team and these have been
builtinto the programme of meetings
goingforward.
Finding: A Board skills matrix should be
undertaken to identify the skills and
experience already on the Board against
those most valued, with the objective of a
clear Board recruitment plan to continuously
improve skills and diversity.
Action: The Nomination Committee initiated
a skills review during FY22, details of which
can be found in the Nomination Committee
Report on pages 95 to 97.
Finding: There should be more opportunities
for the Non-Executive Directors to learn
about the business, including site visits.
Action: One Board meeting per annum will
beheld in a signicant operating location.
The Board meeting held in September 2022
was held in New York, where Board members
had the opportunity to engage withmembers
of the LiveAuctioneers team.
The Board intends to comply with Code
Provision 21 whereby an externally facilitated
evaluation will take place at least every
threeyears.
The governance framework
The Board
Audit
Committee
Remuneration
Committee
Nomination
Committee
Disclosure
Committee
Sustainability and
Climate Risk
Committee
The Board
The Board is responsible for leading and
directing the Company and has overall
authority for the management and conduct
of its business, strategy and development.
The Board is also responsible for ensuring
the maintenance of a sound system of
internal controls and risk management
(including nancial, operational and
compliance controls) and for reviewing the
overall effectiveness of systems in place as
well as for the approval of any changes to
thecapital, corporate and/or management
structure of the Company.
The Committees
The Board has established a number of
Committees, whose terms of reference
aredocumented formally and updated as
necessary and can be found on the Company’s
website at www.auctiontechnologygroup.com.
The Committees report back to the Board on
their activities at the Board meeting following
the respective Committee meeting. The
composition of each Committee is designed
toensure common membership between
Committees with shared responsibilities.
Auction Technology Group plc Annual Report 2022
75
FINANCIAL STATEMENTS

Audit Committee
The Audit Committee has been chaired by
Suzanne Baxter since 4 February 2022 and
other members are Scott Forbes and
TamsinTodd.
The Audit Committee meets at least four
times a year, and more frequently if required.
The quorum necessary for the transaction
ofbusiness at any meeting of the Audit
Committee is two members.
Appointments to the Audit Committee are
made by the Board, on recommendation
bythe Nomination Committee and in
consultation with the Chair of the
AuditCommittee.
The Audit Committee’s role is to assist
theBoard with the discharge of its
responsibilities in relation to nancial
reporting, including reviewing the Group’s
annual and interim Consolidated Financial
Statements and accounting policies,
including climate-related nancial
disclosures, the internal control framework,
internal and external audits, reviewing and
monitoring the scope of the annual audit and
the extent of the non-audit work undertaken
by external auditors, advising on the
appointment of external auditors and
reviewing the effectiveness of the risk
management framework, internal audit,
internal controls, whistleblowing and fraud
systems in place within the Group.
There is further detail on the Audit
Committee’s activities on pages 88 to 94.
Audit Committee Report p88
Remuneration Committee
The Remuneration Committee is chaired
byScott Forbes and its other members are
Breon Corcoran, Suzanne Baxter and Tamsin
Todd. The Remuneration Committee meets
at least twice a year, or more frequently if
required. The quorum necessary for the
transaction of business at any meeting of the
Remuneration Committee is two members.
The Remuneration Committee has delegated
responsibility from the Board for determining
the policy for Executive remuneration and
setting remuneration for the Chair, the
Executive Directors and the Leadership Team.
It reviews the remuneration of our people and
related policies and the alignment of incentives
and rewards with culture, taking them into
account when setting the policy for Executive
Directors’ remuneration. The responsibilities
ofthe Remuneration Committee are covered
in its terms of reference, which include
determining and monitoring the strategy
andpolicy on remuneration, termination,
performance-related pay, pension
arrangements, share incentive plans, and
remuneration reporting and disclosure.
There is further detail on the Remuneration
Committee’s activities on pages 98 to 112.
Remuneration Committee Report p98
Nomination Committee
The Nomination Committee is chaired by
Breon Corcoran, and its other members
areScott Forbes and Pauline Reader. The
Nomination Committee meets at least twice
a year, or more frequently if required. The
quorum necessary for the transaction of
business at any meeting of the Nomination
Committee is two members.
The responsibilities of the Nomination
Committee include reviewing the size,
structure and composition of the Board and
ensuring that the Board comprises the right
balance of skills, knowledge, diversity and
experience; identifying and nominating for
approval candidates to ll any vacancies on
the Board; giving full consideration to the
organisation and succession planning for
theGroup; and making recommendations
tothe Board concerning membership of the
Audit Committee and the Remuneration
Committee in consultation with the Chairs
ofthose Committees.
There is further detail on the Nomination
Committee’s activities on pages 95 to 97.
Nomination Committee Report p95
Disclosure Committee
The role of the Disclosure Committee is to
ensure timely and accurate disclosure of all
information that is required to be disclosed
tothe market to meet the legal and regulatory
obligations and requirements arising from
the listing of the Company’s securities on
theLondon Stock Exchange, including the
Listing Rules, the Disclosure Guidance and
Transparency Rules and the Market Abuse
Regulation framework.
The Disclosure Committee will meet at such
times as shall be necessary or appropriate,
as determined by the Chair of the Disclosure
Committee or, in his or her absence, by any
other member of the Disclosure Committee.
The Disclosure Committee is chaired by
John-Paul Savant and its other members are
Tom Hargreaves, the Company Secretary,
and any one Non-Executive Director.
Sustainability and Climate Risk
Committee
The Sustainability and Climate Risk
Committee was established in July 2022
primarily to support the implementation of
the TCFD recommendations for corporate
reporting, but more widely to cover
climaterelated developments and wider
sustainability topics as may be required.
TheCommittee is chaired by Richard Lewis,
Chief Operating Ofcer, and membership
comprises Suzanne Baxter, Tom Hargreaves,
and representatives from Finance, Internal
Audit and ClearLead Consulting Ltd, our
external sustainability consultants. The
Committee meets at least twice a year.
Sustainability Report p70
The following table details how the Company
has complied with the 2018 UK Corporate
Governance Code (the “Code”) during the
year under review.
The Company has complied with the
provisions of the Code for the nancial year
other than as disclosed on page 74.
Auction Technology Group plc Annual Report 2022
76
Corporate Governance
Governance Report
continued

CORPORATE GOVERNANCESTRATEGIC REPORT
Pages
Board leadership and Company purpose
The Board is responsible for setting and delivering the Group’s strategy and
monitoring how it is performing against the agreed strategy for the benet of all its
stakeholders. The Board is also responsible for dening, monitoring and overseeing
the Group’s culture and ensuring it is aligned to the purpose and strategy. Further
information ontheapplication of these principles can be found as follows:
Chairman’s Statement 08
Chief Executive Ofcer’s Statement 10
Our Six Strategic Drivers 20
Key Performance Indicators 26
Principal Risks and Uncertainties 40
Governance, Board and Group purpose 73
Committee Reports 88
Division of responsibilities
The Board has clear written guidelines on the division of responsibilities between the
Chairman, Chief Executive Ofcer, Senior Independent Director, Board and Committees.
Further information on the application of these principles can be found as follows:
Division of responsibilities 81
Board attendance 82
Board independence 74
Board Committees 75
Composition, succession and evaluation
The Board has delegated responsibility to the Nomination Committee to keep under
regular review the composition of the Board and its Committees. The Nomination
Committee is also responsible for succession planning and the Group’s policy on
diversity and inclusion. Further information on the application of these principles
can be found as follows:
Board biographies 84
Board composition 74
Nomination Committee Report 95
Audit, risk and internal control
The Board has delegated responsibility to the Audit Committee to oversee the Group’s
nancial framework, nancial controls and internal controls, and that policies and
procedures are in place to manage risks appropriately. Further information on the
application of these principles can be found as follows:
Principal Risks and Uncertainties 40
Audit Committee Report 88
Remuneration
The Remuneration Committee is responsible on behalf of the Board for determining
and monitoring the strategy and policy on remuneration, termination,
performance-related pay, pension arrangements, share incentive plans to support the
Group’s strategy, and remuneration reporting and disclosure. Further information can
be found as follows:
Remuneration Committee Report 98
Compliance with the Disclosure and Transparency Rules
The disclosures required under DTR 7.2 of the Disclosure and Transparency Rules are contained in this report, except for those required under
DTR 7.2.6 which are contained in the Directors’ Report.
Auction Technology Group plc Annual Report 2022
77
FINANCIAL STATEMENTS

Board leadership and Group
purpose
The Board is responsible for leading and
directing the Company and has overall
authority for the management and conduct
of its business, strategy and development.
The strategy is intended to drive long-term
sustainable growth and meet the interests
ofour key stakeholders.
The Group’s purpose, as detailed throughout
the Annual Report, is to unlock the value of
the secondary goods market and in doing so,
to accelerate growth of the circular economy.
Through our seven online marketplaces, we
enable a large, diverse and fragmented buyer
base to bid on a wide range of assets curated
by expert auctioneers. In turn, auctioneers
are able to access a global buyer base in a
cost-efcient way, through our specialised
marketplace technology. Every year our
marketplaces ensure that millions of used
items are resold for re-use or repurpose,
preventing waste and carbon emissions
fromthe manufacturing of new items.
By extending the lives of millions of items,
weare accelerating the growth of the circular
economy and creating a new global channel
of sustainable commerce. Our employees
come to work each day to make their piece
ofthe auction ecosystem better by making
buying or selling second-hand goods easier
and faster.
Their efforts lead to more auctioneers selling
more assets, in more categories, online, and
more buyers from around the world placing
more bids. This generates a virtuous circle
ofgrowth between auctioneers and bidders
searching across an incredible range of
specialised and unique second-hand items;
all reducing the need to buy new.
Our goal of unlocking this value underpins
our entire business strategy as we continue
to commit to leading the structural
transformation of the auction industry as a
trusted partner to auctioneers, bidders, our
people and our community.
Our purpose informs our business strategy
and commitment to being a supportive and
trusted partner to the industry, our people
and our community.
Our strategy, which is to lead the evolution
ofthe auction industry from ofine to online
by providing auctioneers with the most
complete and impactful set of integrated
online services and capabilities in the world,
sets the direction the Group takes in order to
help it achieve its purpose.
The strategy and the purpose are the key
drivers to the Board’s decision-making and
actions and ensuring these are implemented
successfully; this is particularly key when
integrating a new business into the Group
aspart of the Group’s M&A strategy.
Further information on the Group’s strategy
can be found in the Strategic Report on
pages 02 to 71.
Our Six Strategic Drivers p20
Corporate Governance
Governance Report
continued
Auction Technology Group plc Annual Report 2022
78

CORPORATE GOVERNANCESTRATEGIC REPORT
Board activities in FY22
The areas of focus discussed during the period under review included:
Board areas of focus
Strategy
•
Integration of LiveAuctioneers into ATG following the acquisition on 1 October 2021
•
Regular reports from the CEO at each meeting detailing the performance of the business against the strategic
goals and six growth drivers
•
The Group’s strategy was reviewed and refreshed at a three-day offsite Leadership Team meeting and
thoroughly scrutinised by the Board at meetings held in July and September 2022
•
Continuous oversight of the M&A strategy at every Board meeting
•
The Board received, discussed and challenged strategic updates from members of the Leadership Team
around the Group’s key verticals – I&C and A&A both in the UK and US, and across people matters, IT strategy
and future plans including IT security, product development and the roll out of marketing initiatives
•
Received updates from the CEO on recruitment into senior management positions and the reorganisation of
the Leadership Team
Risk and risk management
•
A thorough review of the Group’s risks and the potential impacts on the business was undertaken as part of
the interim and annual results process
•
A review of the risk register, principal and emerging risks and risk appetite statement, conducted by the Audit
Committee
Financial performance
•
Approval of the full year results for FY21 and interim results for FY22
•
Received reports from the CFO at each meeting detailing the Group’s performance and progress against
budget and against analyst consensus
•
Discussed the sustainability strategy and created the Sustainability and Climate Risk Committee to support
the implementation of the TCFD recommendations for corporate reporting
•
Approval of the FY23 annual business plan and budget
•
Approval of the partial repayment of the Senior Term Loan Facility
Governance
•
Approved the resolutions to be put to shareholders at the AGM and reviewed investor feedback received
•
The Group’s governance structure was reviewed to ensure compliance with the Code. The Company
Secretary reviewed the governance framework and considered the impact of any regulatory changes on the
governance structure
•
An evaluation of the Board, its Committees and the Chair’s performance
•
Reviewed the Committees’ terms of reference
•
Approval of the Modern Slavery Statement
•
Completed the annual review of the Board’s suite of governance policies
Stakeholders
•
Feedback from shareholders following the FY21 full year results and FY22 interim results and feedback from
investor roadshows
•
Considered reports on the integration of LiveAuctioneers into the business
•
Received reports on share register and movements within the register
•
Full year and interim results statement including evaluation of market guidance
•
Engagement with major shareholders regarding the proposed remuneration policy, which was approved at
the AGM in January 2022
•
Received updates from the designated Non-Executive Director following formal engagement with the
workforce on a biannual basis
•
Consideration of the results of the employee engagement survey
•
The approval of a lease for new ofce premises for the Proxibid team in Omaha. Further details on the
process and considerations of this decision are set out in the S.172 Statement on pages 46 to 51.
Auction Technology Group plc Annual Report 2022
79
FINANCIAL STATEMENTS

Board priorities for FY23
The key items proposed for FY23 are to:
•
Review the progress and delivery of the
Group strategy
•
Continue to review any potential M&A
opportunities
•
Review the composition of the Board to
ensure progress to meeting diversity
targets
•
Review succession plans for the Board and
the Leadership Team
Chief Executive Ofcer’s Statement p10
Chairman’s Statement p08
Chief Financial Ofcer’s Review p32
Culture
Our innovation and collaboration-driven
culture is core to our success. The Board
plays a key role in ensuring that this culture is
aligned with the strategy and that behaviours
are maintained or adequately adapted to
meet the needs of future and evolving
operations. Over the last year, the Group has
maintained its collaborative culture,
successfully integrating LiveAuctioneers into
our business and culture. Our collaborative
approach has been demonstrated by the
performance of the business during this time,
successfully delivering its service to its
customers, in a period of increased demand,
largely due to the acceleration in auction
activity migrating from ofine to online.
As the Group expands, our international
workforce has grown and the Board believes
that it is important to ensure that the culture
is embedded across the Group and adapted
as necessary, to cater for differing regulations
and requirements within different countries.
The Board leads by example and ensures that
the appropriate policies and procedures are in
place to maintain the Group’s culture.
The Group monitors its culture through the use
of employee surveys, employee engagement
sessions, data on employee turnover and via
any breaches of our codes of conduct and
through our whistleblowing policy.
Employee engagement
Following the pandemic the Group
introduced ahybrid home/ofce working
model designed to support employees,
maximise collaboration and attract new
talent. More detail on these exible working
practices can be found in the Sustainability
Report on pages 66 to 69. The Leadership
Team has continued to engage with the
workforce during this time, and we have
implemented a number of initiatives to
ensure our employees’ welfare, further
information on which is detailed in the
Strategic Report.
An employee engagement survey was
conducted during the year, the results of
which were shared with the Board in May
2022. The Board welcomed the 80%
response rate and overall engagement score
of 91%, as well as the96% approval rate for
the Leadership Team.Overall results showed
a high level of satisfaction amongst our
employees as 91% of the respondents felt
that they were personally engaged with the
Company and their roles.
The Board recognises the importance of
continuing to engage with its workforce and
takes their views into consideration in Board
discussions and decision-making. Details of
how the workforce has been consulted in
relation to specic Board decisions, and the
outcome of that engagement, is set out in
thes.172 Statement on pages 46 to 51.
TheBoard has appointed Breon Corcoran
asits designated Non-Executive Director for
workforce engagement and the Board will
review this appointment during FY23. Breon
met with a cross-section of the Group’s
employees, spread across operations in
Europe and the US, in September 2021
andJune 2022. These sessions have been
scheduled at least twice a year to discuss
culture, strategy, remuneration and any other
key issues the employees wish to discuss.
Following the meetings referred to above,
Breon reported back to the Board on the
outcome of these sessions at the following
Board meeting to discuss any issues and
actions to be taken, including delegation
toBoard Committees where appropriate.
These engagement sessions will be
conducted alongside the annual employee
engagement survey, the results of which are
reviewed in feedback sessions in smaller
groups, to encourage further feedback and
participation to help prepare a list of actions
that will improve the next survey results.
Shareholder engagement
The Board recognises the importance
ofengaging with existing, and potential,
shareholders. The Director of Investor
Relations has dened an investor relations
programme that aims to ensure that existing
and potential investors understand the
Group’s business model, strategy and
performance. The Board ensures a clear
understanding of the views of investors
through the various methods set out in the
Stakeholder Engagement section of this
report on pages 46 to 51. The Executive
Directors made formal presentations on
thefull year and interim results (in December
2021 and May 2022), which were made
available on the Company’s website. The
results presentations were followed by
formalinvestor roadshows. Acontinuous
programme of meetings with existing and
potential investors, fund managers and
sell-side analysts covers a range of topics
including strategy, performance, outlook
andESG matters. The Chair is also available
for meetings with major shareholders and
the Chair of the Remuneration Committee
consulted with shareholders in relation to our
remuneration policy, which was approved at
the2022 AGM.
The Board is kept informed of shareholder and
analyst feedback, via regular updates from the
CFO, as well as share register analyses and
market reports provided by the Company’s
brokers, J.P. Morgan Securities plc and
NumisSecurities Limited.
Private shareholders are encouraged to
accessthe Company’s website for reports
andbusiness information and to contact
theCompany via email with any queries.
Contact information can be found on the
inside back cover.
Senior Independent Director
The Code also recommends that the board
ofdirectors of a company should appoint one
of the independent non-executive directors to
be the senior independent director to provide
asounding board for the chair and to serve as
an intermediary for the other directors when
necessary. The Senior Independent Director
has an important role on the Board in leading
on corporate governance issues and being
available to shareholders if they have
concerns which have not been resolved
through the normal channels of the Chair,
Chief Executive Ofcer or other Executive
Directors. Scott Forbes has been appointed as
the Senior Independent Director of the Board.
Corporate Governance
Governance Report
continued
Auction Technology Group plc Annual Report 2022
80

CORPORATE GOVERNANCESTRATEGIC REPORT
Whistleblowing
A whistleblowing policy has been adopted
which includes access to a whistleblowing
telephone service run by an independent
organisation, allowing employees to raise
concerns on a strictly condential basis. The
Audit Committee receives regular reports on
the use of the service, issues that have been
raised and the ndings of any investigations
and any actions arising.
Conicts of interest
In accordance with the Company’s Articles
ofAssociation, the Board formally records
any conicts of interest and all Directors are
given the opportunity to raise any conicts
ofinterest at the start of every Board
meeting. Any conicts that are raised will
beconsidered for authorisation.
Any external appointments or other
signicant commitments of the Directors
require the prior approval of the Board.
Further details about the Board’s external
commitments are detailed on pages 84 to 87
of this report and details about the Directors’
interests in the shares of the Company are
detailed on page 109.
Independent advice
Directors can raise concerns at Board
meetings and have access to the advice of
the Company Secretary. There is a procedure
in place, when needed, for Directors to obtain
independent professional advice at the
Company’s expense. No such requests
weremade during this nancial year.
Directors’ and Ofcers’ Liability insurance
ismaintained for all Directors.
Internal controls statement
The Board, assisted by the Audit Committee,
has carried out a review of the effectiveness
of the Group’s systems of internal control
during the year ended 30 September 2022
and the period up to the date of approval
ofthe Consolidated Financial Statements
contained in the Annual Report. Following
this review, the Board concluded that
although the Group is still on its journey
indeveloping, rolling out and embedding
itscontrol and assurance framework, no
signicant failings or weaknesses had been
identied and plans were in place to address
the issues agged forimprovement.
Division of responsibilities
Board balance and independence
The Board currently comprises the Chairman, two Executive Directors and ve
Non-ExecutiveDirectors. There are clear written guidelines around the division of
responsibilities and, in accordance with the Code, the roles of Chairman and Chief
ExecutiveOfcer are held by separate individuals.
Board balance and independence
Chairman
•
Leadership and governance of the Board
•
Ensures constructive relationships between the
Executive and Non-Executive Directors
•
Ensures appropriate engagement with key stakeholders
•
Sets the agenda and tone of the Board meetings
•
Reviews the Board’s effectiveness and monitoring the
Non-Executive Directors’ independence
•
Oversees the succession and composition of the Board
Chief Executive Ofcer
•
Day-to-day responsibility for managing the business
•
Reviews and recommends the Group’s strategy to the
Board and ensures its implementation
•
Provides regular updates to the Board on all signicant
matters
•
Delivers the Group’s ESG strategy
•
Delegation of authority to the Group’s Leadership Team
•
Responsible for effective and ongoing communication
with shareholders
Senior Independent
Director
•
Acts as a sounding board to the Chairman
•
Acts as an intermediary for the other Board members
and/or shareholder and other key stakeholders
•
Evaluates the Chairman’s performance as part of the
annual Board effectiveness review
Non-Executive Directors
•
Provide independent judgement, knowledge and
commercial advice
•
Constructively challenge the Executive Directors and
monitor their performance against strategy
•
Manage agendas and key inputs and issues through the
Board Committees
Auction Technology Group plc Annual Report 2022
81
FINANCIAL STATEMENTS

Board and Committee meetings and attendance
As detailed on page 75 to 76 the Board has in place a number of Committees that support
theBoard in providing oversight of specic areas of Audit, Remuneration, Nomination and
Sustainability. The table below details the number of scheduled meetings held during the year
under review and the attendance by each Director at the meetings they were eligible to attend
if they were appointed or resigned during the year.
Name Board
Audit
Committee
Remuneration
Committee
Nomination
Committee
Sustainability
and Climate Risk
Committee
Breon Corcoran 7/7 – 3/3 2/2 –
John-Paul Savant 7/7 – – – –
Tom Hargreaves 7/7 – – – 1/1
Scott Forbes 7/7 5/5 3/3 2/2 –
Suzanne Baxter 5/5 4/4 2/2 – 1/1
Pauline Reader 6/6 – – 1/1 –
Tamsin Todd 4/5 4/4 2/2 – –
Morgan Seigler 6/7 – – – –
Penny Ladkin-Brand 2/2 1/1 1/1 1/1 –
Notes
(i) The attendance above reects the number of scheduled Board and Committee meetings held during
FY22. The Board held six additional ad-hoc Board meetings during the reporting period to address
urgent matters, which were attended by all Directors or at least the requisite quorum. This includes
matters resolved by unanimous written resolution. One meeting was held in New York to enable the
Board to gain a deeper insight into the US business.
(ii) Pauline Reader was appointed to the Board on 2 December 2021. Suzanne Baxter and Tamsin Todd
were appointed to the Board on 4 February 2022.
(iii) Pauline Reader was a member of the Audit Committee from 2 December 2021 to 4 February 2022.
There were no meetings of the Audit Committee during that period. Suzanne Baxter and Tamsin Todd
were appointed as members of the Audit Committee on 4 February 2022.
(iv) Pauline Reader was a member of the Remuneration Committee from 2 December 2021 to 4 February
2022. There were no meetings of the Remuneration Committee during that period. Suzanne Baxter
and Tamsin Todd were appointed as members of the Remuneration Committee on 4 February 2022.
(v) Tamsin Todd sent apologies for one Board meeting due to another unavoidable commitment shortly
after she joined the Board. Morgan Seigler was unable to join one Board meeting, which took place in
another time zone.
(vi) Penny Ladkin-Brand resigned from the Board and all Committees on 25 January 2022.
Each Director’s attendance at Board and
Committee meetings is considered part
ofthe formal annual review of their
performance. When a Director is unable
toattend a Board or Committee meeting,
theycommunicate their comments and
observations on the matters tobe considered
in advance of the meeting viathe Chair, the
SID or the relevant Board Committee’s Chair
for raising, as appropriate, during the meeting.
Prior to each Board and Committee meeting,
each member receives the agenda and
associated Board papers to support those
items on the agenda. The Chief Executive
Ofcer provides an update on key commercial
issues and projects across the Group on
behalf of the Leadership Team and the
ChiefFinancial Ofcer provides updates
onthe current and forecast nancial position
at eachmeeting. TheCommittee Chairs
alsoprovide updates on the work of the
Committees and highlight any areas which
require consideration by the full Board. Other
matters are added to the agenda of scheduled
Board meetings, or Board meetings convened
as and when necessary if a specic time
critical item needs consideration.
Time commitments
The Nomination Committee will consider
thetime commitment of any potential new
appointment to the Board to ensure they are
able to dedicate sufcient time to full their
role. All Directors are required to seek prior
approval before taking on any additional
external appointments and they are
expectedto attend all Board and relevant
Committee meetings.
Corporate Governance
Governance Report
continued
Auction Technology Group plc Annual Report 2022
82

CORPORATE GOVERNANCESTRATEGIC REPORT
Composition, succession
andevaluation
Board appointments
The Nomination Committee is responsible
for the appointment of new Directors to the
Board and the Committees, in conjunction
with the Chair of each Committee, to ensure
that any new appointment provides the right
balance of capabilities in line with the Board’s
policy on diversity. The Nomination
Committee is also responsible for ensuring
succession plans are in place at Board and
senior management level.
Election and re-election
In accordance with the Company’s Articles of
Association and the Code, the Directors intend
to stand for election or re-election at the
Company’s forthcoming AGM and for annual
re-election at each subsequent AGM of the
Company. In addition, prior to recommending
their re-election to shareholders, the
Nomination Committee, on behalf of the
Board, carried out an annual re-assessment
ofeach of the Non-Executive Directors.
Taking account of the recommendations of
the Nomination Committee and the results of
the Board evaluation carried out during the
year under review, the Board considers that
all the current Directors continue to be
effective, are committed to their roles, and
have sufcient time to perform their duties.
The Board therefore recommends the
re-election of all Directors and the election of
Suzanne Baxter and Tamsin Todd. Directors’
biographies can be found on pages 84 to 87
and in the Notice of Meeting.
Suzanne Baxter and Tamsin Todd, who were
appointed to the Board on 4 February 2022,
will stand for election at the Company’s
forthcoming AGM on 26 January 2023, being
the rst AGM since their appointment. All
other Directors will offer themselves for
re-election at the AGM.
Induction and continuing
development
The Company Secretary in conjunction with
theChairman is responsible for ensuring
thatnewly appointed Directors receive
appropriate induction training, in accordance
with the Code and the Board’s own induction
policy. Any newly appointed Director will also
be invited toparticipate in a range of
meetings with members of the Leadership
Team to familiarise themselves with the
business, its strategy and goals. Board
meetings generally include one or more
presentations from the Leadership Team
onareas of strategic focus.
Auction Technology Group plc Annual Report 2022
83
FINANCIAL STATEMENTS

Corporate Governance
Board of Directors
Appointed to the Board: 25 January 2021
Independent: No
Current external commitments: None
John-Paul joined the Group as CEO in February 2016, bringing over
18 years of experience in digital marketplaces and commerce. He
was appointed to the plc Board prior to IPO in January 2021.
John-Paul spent almost 10 years at eBay/PayPal, where he served
in a number of leadership roles, latterly as PayPal’s Vice President of
Product, Experience, and Consumer Engagement for EMEA. He also
held leadership roles at other online businesses. John-Paul’s most
recent role before joining the Group was as CEO of Think Finance
UK. John-Paul began his career at J.P. Morgan in New York after
graduating from Georgetown University in Washington DC.
Heearned his MBA at the University of Chicago.
Committee memberships
Disclosure Committee (Chair)
How John-Paul supports the Company’s strategy and long-term
success
John-Paul is passionate about the role ATG can play in accelerating
the circular economy through digital transformation of the auction
industry and in unlocking the incredible value present in the massive
secondary goods market. His focus is building on ATG’s leadership
position through creative strategies to enhance the value ATG provides
to the auction ecosystem as it undergoes the structural shift online,
and on building focused, collaborative leadership teams with the ability
to execute. He is committed to a shared success model and is excited
by building capabilities and services that allow both the auction
industry and ATG to grow protably together. He leads and guides
the ATG team with a clear vision to grow ATG into a true online global
market leader, to pursue a strategy that steadily enhances ATG’s
competitive position, to invest against the six strategic drivers, and
to build and develop the team capable of delivering the value.
Favourite auction nd
Bookcase from a baronial estate with old English pine, coats of
armsof the family that once owned it, leather dust aps with gold
embossed eur de lys.
Committee membership key
Nomination Committee
Audit Committee
Remuneration Committee
Disclosure Committee
Sustainability and Climate Risk Committee
Committee Chair
John-Paul Savant
Chief Executive Ofcer
Breon Corcoran
Chairman
Appointed to the Board: 25 January 2021
Independent: Yes
Current external commitments: None
Breon joined the Group as Non-Executive Chairman in December
2020 and was appointed to the plc Board prior to IPO in January
2021. At the time, he was serving as CEO of WorldRemit (now known
as Zepz), a role from which he stepped down in August 2022. Prior
to that, he was CEO of Paddy Power Betfair plc (now known as
Flutter plc). In 2016, Breon led the merger of Betfair and Paddy
Power to form one of the world’s largest online gaming companies.
Prior to this, Breon was the CEO at Betfair until 2016 and COO of
Paddy Power until 2011. Breon was formerly non-executive director
of Tilney Investment Management Services and Bestinvest, both
part of the Tilney Group. In the 1990s, Breon was a Vice-President,
Equity Derivative Trading, at J.P. Morgan and he has also worked at
Bankers Trust. He has a BA (Mathematics) from Trinity College,
Dublin and an MBA from INSEAD. In 2016, Breon was awarded the
UK’s Sunday Times’ “Business Leader of the Year” award.
Committee memberships
Nomination Committee (Chair), Remuneration Committee
How Breon supports the Company’s strategy and long-term
success
Breon’s knowledge and experience in strategic transformation are
well respected by his Board colleagues and other stakeholders alike.
He is recognised for his collaborative leadership and focus on
creating a strong, diverse and effective Board. Breon embraces his
role as the designated Non-Executive Director for workforce
engagement, ensuring that the employee perspective is brought into
the Boardroom.
Favourite auction nd
Jewellery and art.
Auction Technology Group plc Annual Report 2022
84

CORPORATE GOVERNANCESTRATEGIC REPORT
Appointed to the Board: 25 January 2021
Independent: No
Current external commitments: None
Tom joined the Group in January 2018 as Group CFO and was
appointed to the plc Board prior to IPO in January 2021. He joined
from Yell, where, as CFO, he was a key member of the leadership
team which led their digital transformation. Prior to this, Tom worked
at Vodafone in the UK and across EMEA before becoming CFO of
Vodafone Romania. In all, Tom has over 10 years’ CFO experience,
trained with Arthur Andersen, is a qualied Chartered Accountant
and holds an MBA.
Committee memberships
Disclosure Committee, Sustainability and Climate Risk Committee
How Tom supports the Company’s strategy and long-term success
Tom is passionate about driving both organic and strategic
acquisitive growth, with extensive experience of both M&A and
business funding. He is well regarded for his deep understanding of
the business and its drivers. He leads a strong and well-respected
nance team, creating alignment across different locations and
ensuring a robust and resilient nance function.
Favourite auction nd
An original framed Smirnoff advertisement.
Appointed to the Board: 26 February 2021
Independent: Yes
Current external commitments:
Chair of Ascential plc
Chair of Cars.com LLC
Scott was appointed to the Board at IPO in February 2021. He has
over 40 years’ experience in operations, nance and M&A including
15 years at Cendant Corporation, formerly the largest provider of
travel and residential property services worldwide. Scott established
Cendant’s international headquarters in London in 1999 and led this
division as group managing director until he joined Rightmove plc,
where he was Chairman from July 2005 to December 2019. He is
currently Chairman of Ascential plc and Cars.com LLC and has also
been Chair of Orbitz Worldwide and Non-executive Director of
Travelport Worldwide, Inc. Scott has held the role of Chair of
Nomination and Remuneration Committees multiple times.
Committee memberships
Remuneration Committee (Chair), Audit Committee,
NominationCommittee
How Scott supports the Company’s strategy and long-term
success
Scott is an experienced UK and US listed company director and
chair with a sector focus principally on digital commerce and online
marketplaces. Scott’s independence and extensive experience as a
non-executive director in listed environments has enabled him to
successfully support the Board in its rst couple of years as a listed
company. Other Board members value Scott’s patience and sound
judgement, along with his experience in M&A, nance and business
operating strategy. Scott is respected for his ability to constructively
challenge and contribute to the Company’s strategy, promoting an
open and collaborative environment across the Board.
Favourite auction nd
A surprise, modestly priced painting by a Bucks County artist who
painted my rst ever purchase.
Tom Hargreaves
Chief Financial Ofcer
Scott Forbes
Senior Independent Non-Executive Director
Board gender diversity
Male (5)
Female (3)
Auction Technology Group plc Annual Report 2022
85
FINANCIAL STATEMENTS

Pauline Reader
Independent Non-Executive Director
Appointed to the Board: 4 February 2022
Independent: Yes
Current external commitments
Non-Executive Director and Audit Committee Chair for Ascential plc
Independent member of PwC Public Interest Body
External Board member of Pinsent Masons
Suzanne has substantial listed company experience and expertise
gained in both executive and non-executive roles. She has held a range
of commercially focused nancial, M&A and operational roles, including
serving as CFO of Mitie Group plc, where she supported the business
through transformative acquisitive and organic growth. Suzanne is
currently an Independent Member of the PwC Public Interest Body, an
External Board Member of Pinsent Masons International LLP and a
Non-Executive Director and Audit Committee Chair for Ascential plc.
Suzanne previously served as a Non-Executive Director and Audit
Committee Chair of WH Smith plc from 2013 to January 2021. A Fellow
of the Institute of Chartered Accountants in England and Wales, she
trained with PwC and specialised in Corporate Finance at Deloitte.
Suzanne also has a wealth of experience in workplace inclusion and was
formerly a Commissioner for Equality and Human Rights for Great Britain.
Committee memberships
Audit Committee (Chair), Remuneration Committee, Sustainability
and Climate Risk Committee
How Suzanne supports the Company’s strategy and long-term
success
Alongside her signicant nancial experience and qualications,
Suzanne’s expertise in growing businesses and corporate
governance has proved invaluable to the Board. Suzanne’s prior
board experience enabled her to successfully step into the role of
Audit Committee Chair immediately upon appointment and she
continuously provides constructive challenge to the Executive
Directors and support and guidance to the nance function.
Favourite auction nd
Carved bergère sofa – in need of renovation!
Appointed to the Board: 2 December 2021
Independent: Yes
Current external commitments
Chief Marketing Ofcer, Podium
Pauline serves as Chief Marketing Ofcer of Podium, a
communication and payments platform. Before Podium she served
as the Senior Vice President of Marketing for Stitch Fix, where she
led the brand, creative, customer acquisition, customer retention
and marketing technology departments. Prior to these roles, she
held senior marketing positions at Minted, Kabbage and eBay.
Pauline received her Bachelor of Arts degree in Economics from
Princeton University in 2002 and began her career at Morgan
Stanley in 2002, before joining Thomas Weisel Partners as a
research analyst, covering companies in the retail sector.
Committee memberships
Nomination Committee
How Pauline supports the Company’s strategy and long-term
success
Pauline brings over 20 years of marketing and e-commerce
experience through roles at a range of global consumer businesses
and in investment banking. Pauline is highly regarded by the Board
for her marketing and consumer insights. Her knowledge of the
digital realm and of global consumer trends provides a platform for
her to bring fresh thinking and perspectives to discussions about
ATG’s next stage of growth.
Favourite auction nd
Modern vase.
Suzanne Baxter
Independent Non-Executive Director
Committee membership key
Nomination Committee
Audit Committee
Remuneration Committee
Disclosure Committee
Sustainability and Climate Risk Committee
Committee Chair
Corporate Governance
Board of Directors continued
Auction Technology Group plc Annual Report 2022
86

CORPORATE GOVERNANCESTRATEGIC REPORT
Appointed to the Board: 18 January 2021
Independent: No
Current external commitments
Co-head of TA Associates’ EMEA Technology
Board director of The Access Group, Eurowag, ITRS, Netrisk Sovos,
thinkproject, Unit 4 and Adcubum AG
Morgan joined the Group in February 2020 in connection with the
acquisition of the Group by TA Associates and represents TA
Associates on the Board. Morgan was appointed to the Plc Board
prior to IPO in January 2021. He is an active investor of Compusoft,
IFS, RLDatix and Workwave and formerly served on the boards of (or
was actively involved with) 10bis, AVG Technologies, Bigpoint,
CMOSIS, eCircle, ION Trading, LIST, M and M Direct and
SmartStream Technologies. Morgan received a BA degree in
Economics from Yale University and an MBA degree from the
Stanford Graduate School of Business.
Committee memberships
None
How Morgan supports the Company’s strategy and long-term
success
Morgan has provided continuity during the transition of ATG to a
listed business. Morgan actively assists the Board with the
implementation of the Company’s growth strategy, particularly given
his knowledge of the business, transactional experience and
network of contacts through TA Associates, which the Directors
believe will assist the Group in sourcing acquisition opportunities.
Morgan’s role facilitates good shareholder engagement with TA
Associates.
Favourite auction nd
I enjoy browsing John Deere tractors for sale on Proxibid.
Appointed to the Board: 4 February 2022
Independent: Yes
Current external commitments
CEO of Findmypast
Director and Trustee of the Imperial War Museum
Tamsin is currently CEO of Findmypast, one of the leading
companies for family research in the world, where she has overseen
a period of transformation and growth and built a tech-led, mission
driven organisation. Prior to this, Tamsin was Chief Customer
Ofcer at Addison Lee. She has also held roles at Amazon and
Microsoft, and was previously Head of E-Commerce at Betfair and
Managing Director of TUI-owned Crystal Ski Holidays. A rm
believer in the positive impact of diversity and inclusion on
businesses, Tamsin founded the Fulham chapter of TEDxWomen,
which brings together women working in technology, and she is also
a Trustee of the Imperial War Museum. Tamsin holds an MBA from
Imperial College London and a Bachelor of Arts in English from
Princeton University.
Committee memberships
Audit Committee, Remuneration Committee
How Tamsin supports the Company’s strategy and long-term
success
Tamsin’s digital transformation background, coupled with her
questioning mindset and collaborative style, has proved a valuable
asset to the Board. Tamsin brings broad international experience
and a passion in excellence in customer service, as well as extensive
knowledge and interest in the impact of diversity in the business and
on the Board, where she provides insight and challenge.
Favourite auction nd
Herend Hungarian hand painted porcelain.
Morgan Seigler
Non-Executive Director
Tamsin Todd
Independent Non-Executive Director
Board independence
Independent (4)
Non-independent (3)
Chair (1)
Length of tenure
0-3 years (6)
3-6 years (1)
6-9 years (1)
Auction Technology Group plc Annual Report 2022
87
FINANCIAL STATEMENTS

Suzanne Baxter
Audit Committee Chair
Members
Number of scheduled meetings
attended/eligible to attend
Suzanne Baxter 4 of 4
Scott Forbes 5 of 5
Tamsin Todd 4 of 4
Penny Ladkin-Brand 1 of 1
Pauline Reader 0 of 0
Corporate Governance
I am delighted to present my rst report of the Audit Committee,
which provides a summary of the Audit Committee’s role and
activities for the year ended 30 September 2022.
This report outlines how the Committee discharged the duties
delegated to it by the Board and explains the key matters considered
by it in doing so.
The Committee fulls a vital role in the Group’s governance framework,
providing independent challenge and oversight of the accounting,
nancial reporting and internal control processes, risk management,
internal audit and the relationship with the external auditor.
During its rst full year since admission to the London Stock Exchange,
the Committee has continued to build on and rene the solid foundations
established at the time of IPO. There were some changes to the
composition of the Committee during the year. At the start of the nancial
year the Committee comprised Penny Ladkin-Brand as Chair of the
Committee, along with Scott Forbes. Pauline Reader was appointed as
afurther independent member of the Committee on 2 December 2021.
Penny Ladkin-Brand stepped down from the Board and the Committee at
the Company’s AGM on 25 January 2022 and then on 4 February 2022,
Tamsin Todd and I, both independent Non-Executive Directors, joined the
Committee as a member and Chair respectively at which point Pauline
Reader also stepped down. I would like to thank Committee members,
the ATG management team and the external auditors for their hard work
and support during the year. Particular thanks go to my predecessor
Penny Ladkin-Brand for her work as a member and Chair of the Committee
in the period following the Group becoming a public company.
In its rst full year post IPO, the Group is still at the beginning of its
journey in developing, rolling out and embedding its control and
assurance frameworks. Therefore it has been an area of focus for the
Committee and internal audit during the year, to consider and monitor
the progress and implementation of a consistent control framework
across the Group. This will continue to be an area of focus for the
Committee in FY23.
At the start of FY22 the Group acquired LiveAuctioneers, a material
acquisition for the Group. The Committee has considered the impact of
the acquisition on the business and its controls systems as well as the
accounting judgements made by management and their external advisers.
The Sustainability and Climate Risk Committee was established
during the year to support the implementation of the TCFD
recommendations. I am also a member of this Committee and am
pleased to report the Group has made good progress in terms of being
able to comply with the majority of the TCFD disclosures for FY22.
The Group’s disclosures in respect of its TCFD reporting requirements
are provided in the Sustainability Report on pages 52 to 65.
This report provides further information on the matters mentioned
above and on other activities and matters considered by the Audit
Committee during the year under review, as well as those proposed
for FY23. This report should be read in conjunction with the external
auditor’s report on pages 119 to 127 and the Consolidated Financial
Statements on pages 128 to 170.
My fellow Committee members and I would be happy to answer any
questions about the work of the Committee at the forthcoming AGM.
Suzanne Baxter
Audit Committee Chair
1 December 2022
Audit Committee Report
“ During its rst full year
since admission to the
London Stock Exchange,
the Committee has
continued to build on
and rene the solid
foundations established
at the time of IPO.”
Auction Technology Group plc Annual Report 2022
88

CORPORATE GOVERNANCESTRATEGIC REPORT
Composition and role of the Audit Committee
The members of the Committee provide a breadth of nancial,
commercial and sector expertise, thereby enabling the Committee to
meet its responsibilities and the requirements of the Code. The Board is
satised that the Committee as a whole has competence relevant to the
sector in which the Company operates. As Chair, a Fellow of the Institute
of Chartered Accountants in England and Wales, a former CFO of a FTSE
250 company and an experienced Audit Committee Chair, I have recent
and relevant nancial experience and as set out in their biographies, Scott
Forbes and Tamsin Todd have a wealth of pertinent business experience.
The Company Secretary acts as Secretary to the Committee. The
Committee is comprised solely of independent Non-Executive Directors.
The Committee has a clear set of responsibilities that are set out in
itsterms of reference, which are available on the Group’s website,
www.auctiontechnologygroup.com.
Meetings are held at least quarterly to coincide with key events, in
particular the public reporting and audit cycle for the Group. I report
tothe Board on the business conducted at the previous Committee
meeting, and inform the Board about the discussions and any
recommendations made by the Committee.
Following my appointment and that of Tamsin Todd to the Board and
the Committee during the year, induction programmes were arranged
for each Director in order to assist with the development of their
understanding of the business and our roles as Directors. Further
information about the experience and qualications of each member
of the Committee can be found on pages 84 to 87.
Committee’s key activities during the year ended
30September 2022
The Committee has established an annual plan linked to the Group’s
nancial year and reporting cycle. This is continually reviewed to ensure
that it is kept up to date and is refreshed as the business evolves.
At the invitation of the Committee, the Chairman, the Chief Financial
Ofcer, Chief Executive Ofcer and senior representatives of the nance
and management teams also attend meetings, as do representatives of
both internal and external audit. The Committee holds regular meetings
with the external auditor without management present, and these
discussions assist in ensuring that reporting and risk management
processes are subject to rigorous review throughout the year.
The Committee received updates on, discussed and debated a range
of topics during the ve meetings it held during the year, as
summarised below:
•
Received and considered reports from management on the key
estimates and judgements made in the interim report and in the
annual Consolidated Financial Statements. The Committee
challenged the assumptions made, discussed alternative
treatments, reviewed proposed disclosures and considered the
opinion and work performed by the external auditor and other
professional advisers. Further details of the challenges raised by
theCommittee are outlined in the key areas of focus for FY22.
•
Considered whether this Annual Report and the interim results,
taken as a whole, are fair, balanced and understandable, provide
shareholders with the information necessary to assess the Group’s
position, performance, business model and strategy, and
considered the completeness of the included disclosures. To assist
the Committee and Board in concluding the Annual Report is fair,
balanced and understandable management presented a report to
the Committee which included a summary of the key themes
disclosed in the Annual Report, how the report links the Group’s
strategy, risks and key performance indicators, is consistent and
how APMs are used to aid comparability year on year, particularly
with the signicant acquisition of LiveAuctioneers in FY22.
•
Recommended that the Board approve the viability statement after
consideration of the basis of preparation and management’s key
assumptions and stress tests. Further details of the key
considerations made by the Committee are summarised below.
•
Reviewed and challenged management’s forecasts, stress tests
and assumptions in support of the use of the going concern basis
for preparation of the Annual Report and interim report.
•
Reviewed the overall presentation of APMs in the Annual Report
including evaluating the clarity of denitions and reconciliations.
Specic details of the challenges posed by the Audit Committee are
outlined in the focus areas for FY22.
•
Considered the mandatory requirements for TCFD reporting and the
Group’s disclosures in that regard, and ensured alignment with the
Sustainability and Climate Risk Committee in responsibilities and
reporting. As this was the Company’s rst year reporting under
TCFD this was an additional focus area in FY22 for the Committee.
•
Received a report on the activities of the Sustainability and Climate
Risk Committee and considered its approach to the compilation of
and assurance regarding TCFD related data across the Group.
•
Reviewed and endorsed the outputs and recommendations of an
external review of disclosures contained in the FY21 Annual Report.
•
Reviewed the risks, nancial integration and accounting associated
with the acquisition of LiveAuctioneers.
•
Reviewed and recommended the approval by the Board of the
Group’s treasury policy.
•
Considered the outputs of tax advice, in particular on transfer
pricing and thin capitalisation studies.
•
Reviewed and concurred with the evaluation provided by
management of the subsidiaries’ functional currencies and the
associated prior year adjustment.
•
Considered the adequacy of the Company’s system of internal
control including consideration of those relating to the acquisition.
•
Further developed, monitored and reviewed the Group’s internal
controls framework and risk management processes, including the
risk appetite and risk register.
•
Reviewed the internal audit plan for the period to ensure it was
appropriately planned, resourced and effective and reviewed the
proposed internal audit programme for FY23 which includes a
focus on the integration and post-acquisition control environment
of LiveAuctioneers and IT and data security, aligning it with the
Group’s principal risks.
•
Reviewed internal audit reports on the IT control framework and
sought input from the newly appointed Chief Technology Ofcer in
light of the deciencies identied.
•
Considered the effectiveness and resourcing of the internal audit
function.
•
Oversaw the independence, effectiveness and remuneration of the
Group’s external auditor, including the scope of its work at the year
end and interim, its risk assessment, and the appropriateness and
operation of the policy on the supply of non-audit services.
•
Considered the proposed future developments in UK corporate
governance and audit practices arising from the publication of the
UK Government’s Department of Business, Energy and Industrial
Strategy paper.
•
Monitored and considered the Group’s fraud prevention process
and whistleblowing policy.
•
Held private meetings with the Company’ external and internal
auditors without the presence of management.
•
Reviewed the Committee’s terms of reference and annual schedule
of work.
Auction Technology Group plc Annual Report 2022
89
FINANCIAL STATEMENTS

Key areas of focus for the Audit Committee during
theperiod ended 30 September 2022
Signicant judgements and estimates
A key role of the Committee is to consider whether suitable
accounting policies have been adopted by the Company and the
reasonableness of the judgements and estimates that have been
made by management. The Committee, having received and reviewed
papers from management and the external auditor, identied the
areas set out in the table below and note 2 as the key areas of
signicant accounting risks including judgement and/or estimation
made by the Company during the year.
Other areas of focus
In addition to the signicant accounting estimates and judgements the
Committee also focussed on a number of other key accounting and
reporting matters for FY22. These are also summarised in the table below.
Viability statement
The Committee reviewed and challenged the process undertaken and
conclusions reached to support the Company’s Viability Statement
which is set out on page 45. Our review included:
•
challenging management on whether the three-year time period
adopted remained appropriate and aligned with the long-term
forecasting of the Group;
•
challenging whether management’s assessment of the principal
and emerging risks facing the Group and their potential impact was
appropriate;
•
considering the likelihood of the risks occurring in the time period
selected and the impact severity in the event that they did occur;
•
challenging management as to the appropriateness of the
assumptions used in stress testing and modelling scenarios; and
•
reviewing the disclosure to ensure it was sufciently fulsome
andtransparent.
Following its review, the Committee concurred with the statement
made by the Company.
Signicant accounting estimates and judgements
Key issue considered How the issue was addressed by the Audit Committee
Goodwill and other intangible assets arising from the LiveAuctioneers acquisition
The Group acquired LiveAuctioneers on 1 October 2021. On
acquisition of LiveAuctioneers, judgements were required to be made
in respect of the fair value of assets and liabilities acquired and the
identication and valuation of intangible assets arising on acquisition.
At the date of a business combination, goodwill is required to be
allocated to the appropriate cash-generating units (“CGUs”) and
may only be reallocated in limited circumstances. Additions to
goodwill for LiveAuctioneers were allocated on a split of 80% and
20% between A&A and I&C respectively. The allocation was
calculated based on the net present value of segment contribution
margin from the roll out of the payments platform.
The determination of the value of the intangible assets requires
signicant judgements and estimates to be made by the Directors.
These judgements can include, but are not limited to, the cash
ows that an asset is expected to generate in the future and the
appropriate weighted average cost of capital. Of the intangibles
acquired, the customer relationship balances are especially
sensitive to changes in assumptions around discount rates
andcustomer attrition rates.
Judgement was also required in determining the appropriate
useful economic lives (“UEL”) of the intangible assets arising from
the acquisition.
Full details of the acquisition and the fair values of the assets and
liabilities acquired are set out in note 11 of the Consolidated
Financial Statements and the UEL of the intangible assets in note 1.
Management engaged with an external valuation expert to assist in calculating
the fair value of the acquired total net identiable assets (with particular reference
to the identication and valuation of intangible assets). Management also
performed a detailed balance sheet review to identify any further fair value
assessments required and the goodwill which should be recognised.
The Committee reviewed the output of the expert’s valuation and the papers
presented bymanagement on the fair value assessments. The Committee
assessed and challenged the appropriateness of the useful economic lives of the
intangible assets arising from the acquisition, discussing the different lives
attached to each asset class. The Committee also challenged conclusions drawn
on amortisation periods that were subsequently allocated to those assets.
In particular, the Committee considered and challenged whether the judgement
involved in the valuation process, including the derivation of fair value
adjustments, and the Group’s policy on intangible assets has been appropriately
disclosed in the Consolidated Financial Statements.
Following consideration of papers from management and from the external
auditors, the Committee concurred with the proposed treatment and the
appropriateness of the disclosures.
Consideration arising on the acquisition of LiveAuctioneers
The Group acquired LiveAuctioneers on 1 October 2021 for total
consideration of £404.0m
Judgement was required in determining whether the rollover options
and restricted stock units granted, predominantly to management,
should be classied as consideration or remuneration for
post-combination services.
Full details of the acquisition and the elements of consideration are
set out in note 11 of the Consolidated Financial Statements.
Management presented to the Audit Committee the key facts of the share
purchase agreement, including the components of the full consideration for the
acquisition, the terms attached to the rollover options and restricted stock units
and the indicators under IFRS 3 “Business Combinations” to assess whether
these should be treated as consideration or remuneration.
One of the key indicators under IFRS 3 that supported management’s conclusion
that the nancial impact of the stock options should all be treated as
consideration was that none of the shareholders, including LiveAuctioneers
management, were required to continue in employment in order for the options to
vest and that no forfeit of any options could arise as the result of an option holder
leaving the business post acquisition.
Following consideration of the facts at the time of the acquisition and after review
and challenge of papers from management and the external auditor, the
Committee concurred with the conclusions reached bymanagement.
Corporate Governance
Audit Committee Report
continued
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90

CORPORATE GOVERNANCESTRATEGIC REPORT
Signicant accounting estimates and judgements
Key issue considered How the issue was addressed by the Audit Committee
Goodwill impairment reviews
As disclosed in note 12, the Group’s goodwill and other intangible
asset balance was £735.5m at 30 September 2022.
At each reporting date, or as required, an assessment for
impairment of goodwill and other intangible assets is undertaken
comparing the book value of each asset with its recoverable
amount (being the higher of value in use and fair value less costs
to sell). Value in use is determined with reference to projected
future cash ows discounted at an appropriate rate. Both the cash
ows and the discount rate involve a signicant degree of
estimation uncertainty.
The resulting calculations are sensitive to the assumptions in
respect of future cash ows, the discount rate and long-term
growth rate applied.
Management presented the Committee with a detailed impairment paper outlining
the overall impairment indicator assessment and the key inputs to the discounted
cash ow models. Key inputs include the rationale for the cash-generating unit
allocations, the future cash ows, the discount rate and the long-term growth rate.
The discount rate was calculated by an external expert and their full report was
also circulated to the Committee for review and consideration.
The forecasts used within the impairment models are consistent with the Group’s
FY23 budget and longer-term forecasts which were approved by the Board in
September 2022. Management also presented sensitivity analysis on the
impairment models to the Audit Committee, highlighting the impact of increasing
the discount rate, reducing the long-term growth rate and calculating the
minimum CAGR on adjusted EBITDA over a ve-year period which would result in
there being no headroom between the value in use calculation and the carrying
value of the asset.
The Committee reviewed and assessed the papers presented by management
and from the external auditor on the matter of impairment. It challenged
management and the auditor on their assessments of discount rates and the risk
premium allocated to each CGU. It also considered the Board approved cash ow
forecasts and the assessment of terminal growth rates determined by
management. It discussed the potential future impact of further volatility in
exchange and interest rates and whether this risk area had been adequately
reected in the sensitivity tests undertaken by management. Following this
review, the Committee was satised that no impairment was required at 30
September 2022.
Given the sensitivity of the impairment tests to future increases in the discount
rate, the Committee specically considered and discussed the proposed
disclosures on this matter and challenged the external auditor and management
as to their completeness. Following this active discussion, the Committee
concurred with the disclosures proposed by management. These disclosures are
set out in note 12.
Functional currency
Following the acquisition of LiveAuctioneers, a review was
performed by management to ensure that the functional currency
of each subsidiary within the Group had been correctly determined
given the revised structure and operations of the Group.
As a result of the review, the functional currency for all entities was
deemed to be the currency of the primary economic environment
in which the entities operate with no changes proposed, except for
ATG Media US Inc. Proxibid Bidco Inc. Platinum Parent Inc.
Platinum Intermediate Inc. Platinum Purchaser Inc. and
LiveAuctioneers Inc. The functional currency of these entities
wasdeemed to be pound sterling rather than US dollars.
The LiveAuctioneer entities (Platinum Parent Inc, Platinum
Intermediate Inc, Platinum Purchaser Inc and LiveAuctioneers Inc)
have been translated into the new functional currency, using the
exchange rate at 1 October 2021, the date they became part of
theGroup. As ATG Media US Inc. and Proxibid Bidco Inc. were
partof the Group previously a prior period adjustment is required
to be disclosed.
A restatement has been recognised for the year ending 30
September 2021 adjusting foreign currency translation reserves
and nance income by £2.3m. These changes have no impact on
the adjusted measures used as part of the Group’s alternative
performance measures. Further details are provided in note 1.
Management presented to the Committee a detailed paper which considered
each subsidiary within the Group and assessed its functional currency against
the requirements and guidance of IAS21. For the intermediate holding entities
management considered the autonomy of these entities and applied the
“look-up” or “look-down” approach in their assessment.
The Committee reviewed the facts presented and challenged management and
the auditors on the rationale for the functional currency change and the basis on
which alternative outcomes had been considered and assessed. The Committee
was satised that the decision to change the functional currency for these entities
was appropriate. The Audit Committee also reviewed the quantum of the prior
year adjustment and agreed a restatement should be made, based on materiality.
Auction Technology Group plc Annual Report 2022
91
FINANCIAL STATEMENTS

Other areas of focus
Key issue considered How the issue was addressed by the Audit Committee
Alternative performance measures (“APMs”)
The Group uses a number of APMs in addition to those measures reported
in accordance with IFRS. The Directors believe that the APMs are important
when assessing the underlying nancial and operating performance of the
Group. The Group’s APMs are set out in note 3.
The APMs are used internally in the management of the Group’s business
performance, budgeting and forecasting, and for determining Executive
Directors’ remuneration and that of other management throughout the
business. The APMs are also presented externally to meet investors’
requirements for further clarity, comparability and transparency of the
Group’s nancial performance.
During the year management presented the Audit Committee with a
benchmarking analysis and feedback from a variety of stakeholders
on the appropriateness of the adjusting items included within the
Group’s APMs.
The Committee specically challenged the exclusion of the
share-based-payments charge (“SBPC”) from the adjusted EBITDA
and other APMs. Management presented an analysis of the prole of
the SBPC and the extent to which it derived from the IPO and in year
acquisition. The Committee discussed the importance of share-based
remuneration to the Group and its management. It recognised both the
unusual trend in SBPC in the short period since the IPO and where the
Group is at in its lifecycle.
Management subsequently sought the opinion of the Group’s analysts
and shareholders on their view on the clarity and appropriateness of
the Group’s APMs for a newly oated business. This sounding process
did not indicate that the APMs should be redened.
Following discussions and enhancements to the disclosures regarding
APMs, the Committee has satised itself that the APMs adopted by
the Group are appropriate and provide the user of the Annual Report
with greater clarity, comparability and transparency of the Group’s
underlying trading performance.
Task Force for Climate-related Financial Disclosures (‘TCFD’) reporting
The TCFD is a framework that publicly listed companies must use to
disclose climate-related risks and opportunities to the nancial performance
of their business.
The Group is required to report on TCFD for the rst time in this Annual
Report. Disclosures required are on a comply or explain basis. The Group’s
TCFD disclosures are set out within the Sustainability Report.
The Sustainability and Climate Risk Committee was established during
the year to support the implementation of the TCFD recommendations.
The Sustainability and Climate Risk Committee engaged with a
third-party consultant to assist the Group in calculating its carbon
footprint for FY22 and implement the recommendations of the TCFD.
The Audit Committee has received presentations from the
Sustainability and Climate Risk Committee on the Group’s proposed
risks and opportunities and reviewed the proposed metrics and targets
being established in respect of climate change.
The Audit Committee has challenged management on the status
ofwhether the requirements of each of the TCFD requirements
havebeen met and reviewed the disclosures outlined in the
Sustainability Report.
Corporate Governance
Audit Committee Report
continued
Auction Technology Group plc Annual Report 2022
92

CORPORATE GOVERNANCESTRATEGIC REPORT
Key activities proposed for the nancial year ending
30September 2023
The Committee has an annual plan to guide its activities during the
year. The key activities to be undertaken in the nancial year ending
30 September 2023 include:
•
Oversee and scrutinise the preparation of the nancial statements
for the year ended 30 September 2022 and the interim results for
the rst half of FY23.
•
Consider and review key areas of nancial judgement and estimates
used by management in the preparation of the nancial statements.
•
Undertake a formal audit tender process and recommend the
appointment of an external auditor to be proposed for shareholder
approval at the January 2024 AGM. This will enable the selected
auditor to commence their audit for the nancial year ending 30
September 2024.
•
Continue to monitor legislative and regulatory changes that may impact
the work of the Committee, including Government proposals in relation
to restoring trust in audit and corporate governance, considering the
impact on the Group’s reporting and control environment.
•
Conduct an internal evaluation of the Committee’s performance
and a review of the terms of reference.
•
Assess the resourcing of the internal audit function and monitor
progress of the internal audit plan and the continuing development
of the Group’s systems of risk management and internal control.
Internal audit
The purpose of internal audit is to provide the management team and
the Board, through the Committee, with an independent and objective
assessment of the risk, control and governance arrangements in
place in the Group.
The Group established an internal audit function following the IPO,
having not previously had such a function. During the year, there have
been changes in the method of delivering internal audit services,
utilising both internal and external resources. This model is still under
development and management are working with the Committee to
identify the right long-term resourcing strategy for internal audit
function of the Group. We are satised that the reports received from
the internal audit function during the year have been of a good quality
and that management have taken actions to respond to the control
recommendations identied. Internal audit is only a part of the
internal control system of the Group and we have been pleased to see
a continued strengthening of resources allocated to the development
and operation of a strengthening control system across the Group
during the year. This has included signicant strengthening of the
Group nance and IT controls teams.
The Committee reviewed and agreed the proposed internal audit
strategy for the period to ensure that it was proportionate, focused
and provided the necessary assurance over targeted aspects of the
organisation’s risk, control and governance arrangements. The
internal audit programme also allows for audits to be brought forward
if felt necessary or for additional audits to be built in for any other
areas of assurance that are identied over the course of the nancial
year. The provision of internal audit services continued to develop in
the year, having been established following the IPO. Internal audit
work was provided by a combination of external professional services
and in-house resource during FY22.
Internal controls review
The Committee supports the Board in monitoring and reviewing the
key elements of the Group’s internal control and risk management
framework arrangements. The Group has specic internal controls
and risk management systems to govern the nancial reporting
process. Group policies include the frequency and content of
reporting to the Board, the Group’s accounting policies, the
consolidation process to prepare the consolidated nancial
information which is reviewed for accuracy by the Group nance
team and externally audited where required. Specic matters
considered during the period in relation to the effectiveness of the
Group’s internal controls included:
•
internal audit reports produced in line with the annual internal
auditplan;
•
responses to the internal audit reports, in particular future
roadmaps around IT platforms and data security given control
ndings over the Group’s IT systems and framework;
•
review and recommendation for Board approval the Group’s
updated delegation of authority matrix;
•
review of the Group’s treasury policies and controls;
•
the Group’s policies relating to the listing of specic items on
USmarketplaces;
•
the development of the Group nance manual; and
•
controls around the operation of the whistleblowing policy.
The internal audit programme for FY22 has included internal controls
as a focus and the plan will continue to do so in FY23. Progress
towards completion of actions identied to improve internal control is
regularly monitored by management and the Audit Committee, which
provides assurance to the Board.
In acquiring LiveAuctioneers it is acknowledged that work needs to be
completed to align the systems of nancial control with the rest of the
Group. The Committee is supportive of the steps being taken by
management to address this through the integration of the nance
department into the wider North America nance team and the roll
out of the Group’s updated nancial controls framework.
Based on the assessments undertaken during the year and
recognising the maturing nature of the business control environment
and continued formalisation of processes, the Board and Audit
Committee are satised that the Group operates an adequate system
of internal control.
Finance team
The Committee supported a number of changes to the Finance team
during the year, which continued to build on the strengthening of the
team which took place in FY22. Key appointments included the Head
of Investor Relations, Head of M&A, Head of Tax and interim treasury
specialist. The Committee welcome the professionalism
demonstrated by the Group nance team who are open to embracing
best practice around nancial governance and reporting and
developing the nancial controls framework for the Group as it
evolves post IPO and with the acquisition of LiveAuctioneers.
Risk management review
The Board has delegated to the Committee the responsibility for
monitoring the effectiveness of the systems of risk management.
During the period under review the Committee reviewed the Group’s
risk register and the whistle-blowing policy and considered the
Group’s overall risk appetite, tolerance and strategy. It also
recommended and participated in a Board presentation on the
controls and risk appetite relating to the sale of certain auction items
through the Group’s marketplaces. The local market conditions and
regulatory regimes along with the Group’s response and risk
management were considered for each of the Group’s key markets.
The Committee, in supporting the Board to assess the effectiveness
of risk management and internal control processes, relies on
reporting by management, compliance reports and the assurance
provided by the external auditor. The principal risks and uncertainties
facing the Group are addressed in the Strategic Report and in the
table on pages 41 to 44.
Auction Technology Group plc Annual Report 2022
93
FINANCIAL STATEMENTS

Assessing the effectiveness of the external audit process
and the external auditor
Effectiveness
The Committee reviewed and approved the external audit plan
toensure it was consistent with the expectations of the audit
engagement. In reviewing the audit plan, the Committee discussed
the areas identied by the external auditor as most likely to give rise to
a material nancial reporting error or those that are perceived to be of
higher risk and requiring additional audit emphasis. The Committee
also considered the audit scope, materiality threshold and the audit
approach by territory. It also reviewed Deloitte’s approach to ensuring
audit quality, robustness of review on key judgements and the
appropriateness of its fee and use of experts given the nature
ofthebusiness.
The Committee met privately with the external auditor, without
management present, to discuss their work and relationship with
theGroup. Separate meetings were also held between the external
auditor and the Chair of the Audit Committee throughout theyear.
Independence
The Committee is responsible for reviewing the independence of
theGroup’s external auditor and satisfying itself as to their continued
independence. The auditor has provided conrmation that they remain
independent of the Group and its management. The Committee
considered this matter and after reecting on the scope ofthe work
carried out by Deloitte, its tenure as external auditor and its relationship
with the Group and its team, concurred with that conclusion.
Provision of non-audit services
To preserve objectivity and independence, the external auditor is
asked not to provide other services except those that are specically
approved and permitted under the Group’s non-audit services policy.
Non-audit services are generally not provided by the external auditor
unless specic circumstances mean that it is in the best interests of
the Group that these are provided by Deloitte rather than another
supplier. To ensure the continuing independence of the auditor, during
the year the Committee reviewed and approved a policy on non-audit
services. The key principles of this policy are:
•
The Audit Committee has adopted the FRC’s “Whitelist” of
permitted services for UK incorporated EU Public Interest entities
(“EU PIEs”) as set out in the Revised Ethical Standard 2019
(“EthicalStandard”). These services are allowed under UK statutory
legislation and comply with the European Union directive on audit
and non-audit services.
•
Permitted services include those that are required by law and
regulation, loan covenant reporting, other assurance services
closely linked to the audit or Annual Report and reporting
accountant services.
•
For any non-audit permitted services the following levels of
authority apply:
a) up to £50,000 requires the approval of the CFO
b) in excess of £50,000 and up to £150,000 requires the approval
ofthe CFO following consultation with the Chair of the
AuditCommittee
c) in excess of £150,000 requires the approval of the Committee.
Audit and non-audit fees
The Committee reviewed, and agreed, the audit and non-audit fees for
the Group for the year ended 30 September 2022 following discussion
with management and the external auditor, and after receipt of a
detailed schedule setting out the nature of the work being undertaken,
the location of that work and the rates associated with the work. Note
6 of the Consolidated Financial Statements sets out the breakdown of
audit and non-audit fees payable to Deloitte in FY22 and FY21.
During the year, Deloitte received non-audit fees of £0.5m (FY21:
£5.0m). The non-audit fees in FY21 largely related to the reporting
accountant work for the IPO and the LiveAuctioneers acquisition.
Deloitte was selected to perform this work due to their detailed
knowledge of the business and understanding of its industry, as well
as demonstrating that they had the necessary expertise and capability
to undertake the work. The non-audit fees for FY22 related to a private
review on the closing balance sheet of LiveAuctioneers. This work was
performed by a separate team to the external audit team for the Group
and Deloitte were selected based on their knowledge and business
understanding of the Group. The non-audit fees also include work
performed for the Group’s interim review opinions.
External audit tender
The Group will aim to comply with the relevant tendering and auditor
rotation requirements applicable under UK regulations, which require
the next external audit tender to occur by FY24. Deloitte was rst
appointed as statutory auditor for the previous Turner Topco Group
for the year to 30 September 2014. External auditors are required to
rotate the audit partner responsible for the Group audit every ve
years and, as a result, the current lead audit partner, Kate Darlison,
who has been the lead audit partner since 2018, will be required to
rotate off following the FY22 audit. It is our intention that a formal
audit tender process will be initiated during FY23 to select the external
auditor. Following this process, a resolution will be put to shareholders
at the January 2024 AGM for the appointment of the selected auditor,
to enable their rst audit to commence for the nancial year ending
30 September 2024.
CMA order 2014 statement of compliance
The Company conrms that it has complied with the provisions of the
Competition and Markets Authority’s Order during FY22 in respect to
audit tendering and the provision of non-audit services.
Whistleblowing policy
As referred to in the Corporate Governance Statement, a whistleblowing
policy has been adopted which includes access to a whistleblowing
telephone service run by an independent organisation, allowing
employees to raise concerns on a strictly condential basis, without
fear of recrimination. The policy is part of the employee handbook and
is highlighted to all new employees. The Audit Committee receives
regular reports from the Company Secretary on the use of the service,
issues that have been raised and the ndings of any investigations and
any actions arising. During FY22 the Committee received additional
assurance on the application of the whistleblowing policy. The
Committee reviewed the policy and subsequently conrmed that
thepolicy and supporting processes remained appropriate.
Corporate Governance
Audit Committee Report
continued
Auction Technology Group plc Annual Report 2022
94

Breon Corcoran
Nomination Committee Chair
Members
Number of scheduled meetings
attended/eligible to attend
Breon Corcoran (Chair) 2 of 2
Scott Forbes 2 of 2
Pauline Reader
1
1 of 1
Penny Ladkin-Brand
2
1 of 1
1. Appointed to the Committee on 4 February 2022.
2. Stepped down from the Committee on 25 January 2022.
CORPORATE GOVERNANCESTRATEGIC REPORT
I am delighted to present the Nomination Committee Report for
the year ended 30 September 2022.
In its rst full year of operation, the Nomination Committee made
good progress across the full range of its responsibilities.
There were some changes to the composition of the Nomination
Committee during the year. The Committee initially comprised
myself (Chair of the Committee and Non-Executive Chair of the
Board) and two independent Non-Executive Directors, Scott
Forbes and Penny Ladkin-Brand. Penny Ladkin-Brand stepped
down from the Board and the Committee at the Company’s
AGMon 25 January 2022 and Pauline Reader, independent
Non-Executive Director, was appointed as a member of the
Committee on 4 February 2022.
The biographies of each Committee member are detailed on
pages 84 to 87.
Nomination Committee Report
Committee’s key activities during the period ended
30September 2022
The Committee’s key activities during year under review:
•
Recommended election and re-election of the Directors
atthe 2022 AGM.
•
The recruitment of three additional independent
Non-Executive Directors including Audit Committee Chair.
•
A thorough evaluation of the skills of the Directors.
•
A review of the effectiveness of the Committee as part
oftheBoard evaluation process.
•
The initiation of succession planning for the Board and
seniormanagement.
•
A review of the Board’s diversity policy.
Key activities proposed for the nancial year ending
30 September 2023
Key activities proposed for the forthcoming nancial year are:
•
Continuing to embed succession planning for the Board and
senior management.
•
Monitoring Board composition for alignment of relevant
skills, experience and diversity to Company strategy,
following the completion of a skills analysis.
•
Monitoring progress towards achieving revised targets under
the FTSE Women Leaders Review, the Parker Review and the
FCA’s Policy Statement in respect of diversity and inclusion
on company boards and executive management.
Auction Technology Group plc Annual Report 2022
95
FINANCIAL STATEMENTS

Role of the Committee
The Committee’s role is to review the size, structure and composition
of the Board and Committees to ensure that plans are in place for
orderly, diverse and inclusive succession to the Board, Committees
and senior management positions; and to lead the process for
appointments by identifying and making recommendations on
potential candidates to join the Board.
The Committee reports at the subsequent Board meeting on the
business concluded at the previous Committee meeting on the
discharge of its responsibilities and informs the Board of any
recommendations made by the Committee. The Committee acts
inaccordance with its terms of reference and the matters delegated
to it by the Board.
Key area of focus during the period
The Committee held two scheduled meetings during the year.
Anadditional ad-hoc meeting was convened in December 2021
inrelation to the appointment of additional independent
Non-Executive Directors.
The Committee’s main focus in the rst two meetings was on the
search for additional independent Non-Executive Directors, having
conducted a skills gap analysis and having identied that the Board
would benet from additional expertise in the US market. Following
the resignation of Penny Ladkin-Brand, the Committee also initiated
the search for additional independent Non-Executive Directors, one of
whom would become Chair of the Audit Committee. I am pleased to
report that during the year the Committee successfully secured the
appointment of Pauline Reader on 2 December 2021, and Suzanne
Baxter and Tamsin Todd on 4 February 2022, all as independent
Non-Executive Directors. Suzanne was also appointed as Chair of the
Audit Committee. The Board has been signicantly enhanced by their
diverse backgrounds, their considerable experience and track records.
To assist the Board in nding suitable candidates for these roles, the
Company selected the executive search companies Egon Zehnder
and Redgrave Partners to assist with agreeing the specication and
shortlisting of appropriate candidates. The Committee also utilised
existing Directors’ own networks to recommend candidates for
shortlisting. The Company does not use open advertising to search
for suitable candidates for Director positions, as it remains of the
belief that the optimal way of recruiting for these positions is to use
targeted recruitment based on the skills and experience required.
Allthree appointments followed formal, rigorous and transparent
recruitment processes and suitable candidates were invited for
interview by the Chair, Chief Executive Ofcer and the other
Non-Executive Directors.
Egon Zehnder and Redgrave Partners do not have any other
connections with the Company, or any of the Directors, other than
they may be used as an executive search company for other
companies of which they are Directors.
At its third meeting, the Committee focused on succession planning,
Board composition and diversity and inclusion, further details for
which can be found below.
Succession planning
During the year, the Committee initiated a review of the succession
plans in place at Board, Executive Director and senior management
level. The Committee’s discussions focused on the key Board roles
ofChair, CEO and CFO and in particular emergency succession in
theevent of unforeseen circumstances. A key area within the
Committee’s remit is succession at senior management level. As
described in the Chief Executive Ofcers Statement on page 10,
several key appointments were made during the nancial year, which
will ensure that the Company is well positioned to drive the business
forward and deliver the next stage of growth for ATG.
Board composition
Following the Board appointments referred to above, the Board
issatised that it has the appropriate range of skills, experience,
independence and knowledge of the Group to enable it to effectively
discharge its duties and responsibilities. During the year, the
Committee commissioned a skills and experience matrix analysis
tohighlight any gaps and to identify the key skills and experience
valuable to the effective oversight of the Company and the execution
of its strategy. The results of this analysis will be reviewed by the
Committee in FY23.
Board gender diversity
Male (5)
Female (3)
Board independence
Independent (4)
Non-independent (3)
Chair (1)
Length of tenure
0-3 years (6)
3-6 years (1)
6-9 years (1)
Corporate Governance
Nomination Committee Report
continued
Auction Technology Group plc Annual Report 2022
96

CORPORATE GOVERNANCESTRATEGIC REPORT
Board induction and training
New Directors joining the Board undertake a tailored induction
programme including meetings with key members of the
management team. Non-Executive Directors have full access to our
Executive Directors and senior management team outside scheduled
Board meetings and can attend Company and employee events and
briengs. Individual Board members have access to training and can
seek advice from independent professional advisers, at the Group’s
expense, where specic expertise or training is required to enable
them to perform their duties effectively.
Election and re-election of Directors
In accordance with the provisions of the Code, all Directors will
retireatthe forthcoming AGM of the Company and the Board has
recommended their election or re-election. In reaching its decision,
theBoard acted on the advice of the Nomination Committee. Having
assessed numerous criteria such as independence, time commitments
and other directorships, meeting attendance, skills, knowledge and
experience and board diversity, the Committee and the Board are
satised that all Directors continue to be effective in and demonstrate
commitment to their respective roles and the Committee is satised
that they devote sufcient time to their duties, demonstrate
enthusiasm and commitment to their roles, and make a valuable
contribution to the leadership of the Company.
Board evaluation
As described in more detail on page 75, the Board undertook its rst
effectiveness review in February 2022, the approach for which was
overseen by the Committee.
Breon Corcoran
Chairman
1 December 2022
Diversity and inclusion
The Board is committed to maintaining a Board with a diverse set
ofskills, experiences and backgrounds. The Committee reviewed its
diversity policy in September 2021 and again in July 2022 in light of
the updated targets announced by the FTSE Women Leaders Review
and the FCA’s Policy Statement in respect of diversity and inclusion
on company boards and executive management. Whilst not
applicable to the year under review, the Committee considered the
revised minimum target of 40% women on listed company boards
and the provision that at least one of the positions of Chair, CEO, CFO
or SID is lled by a woman, and aims to achieve this target by the end
of 2025.
The Board diversity policy has been expanded to cover wider diversity
characteristics beyond gender and ethnicity, including disability,
sexual orientation, socio-economic background and cognitive
diversity. The Board’s policy is to encourage diversity within long and
shortlists as part of the overall selection process for Non-Executive
Director roles when appointments are made.
The Board is supportive of the ambition shown in recent reviews on
ethnic diversity, including the Parker Review recommendation for all
FTSE 250 boards to have at least one director of colour by 2024.
TheBoard, having consulted with the Nomination Committee,
believes that it has achieved this target, with John-Paul Savant
representing a Eurasian ethnically diverse background. The Corporate
Governance Report on pages 72 to 83 provides further information
on the Board’s current composition and its plans to continuously
improve skills and diversity.
As at 30 September 2022 the Board met the recommendations of the
FTSE Women Leaders Review relating to female membership of the
Board. The Board consisted of ve males (62.5%) and three females
(37.5%), and in terms of wider leadership, the Leadership Team, as
dened by the Corporate Governance Code, consisted of nine males
and three females.
The Group strives to achieve a gender balance across all levels of the
organisation (with proportional representation to the regions in which
we work) through recruitment and succession planning.
There is further information on the Group’s diversity and inclusion
policies in the Sustainability Report on pages 66 to 68.
Auction Technology Group plc Annual Report 2022
97
FINANCIAL STATEMENTS

Scott Forbes
Remuneration Committee Chair
Members Number of meetings
Scott Forbes (Chair) 3/3
Breon Corcoran 3/3
Penny Ladkin-Brand
1
1/1
Pauline Reader
2
–
Suzanne Baxter
3
2/2
Tamsin Todd
3
2/2
1. Stepped down from the Committee on 25 January 2022.
2. Member of the Committee from 2 December 2021 to 4 February 2022.
3. Appointed to the Committee on 4 February 2022.
Key Committee activities during the year
•
Ongoing review and implementation of the Directors’
remuneration policy.
•
Review of the performance metrics used for incentive
schemes.
•
Evaluation of performance of remuneration policy and
incentive plans relative to recruitment, retention and fair
reward in the context of the growth of ATG.
•
Review of workforce remuneration and related policies.
•
Annual review of the Committee’s terms of reference.
•
Receiving reports and advice from advisers on a range
of matters including market themes.
Corporate Governance
Dear Shareholder
I am pleased to present the Directors’ Remuneration Report for the
nancial year ended 30 September 2022. The report summarises
the activities of the Remuneration Committee during the year
andexplains the decisions we have taken in implementing the
Directors’ remuneration policy. The report has been prepared
inline with the relevant UK reporting requirements.
Remuneration philosophy
The Company’s overall remuneration strategy is to provide pay
packages that attract, retain and motivate high-calibre talent to
helpensure its continued growth and success as a listed company.
Itaims to encourage and support a high-performance culture;
rewardachievement of the Group’s corporate strategy and delivery
ofsustainable growth; and align the interests of the Executive
Directors, senior management and employees to the long-term
interests of shareholders; whilst ensuring that remuneration and
incentives adhere to the principles of good corporate governance
andsupport good risk management practice and sustainable
Company performance.
The structure of the remuneration arrangements for Executive
Directors and senior management was agreed prior to the IPO in
February 2021 and has to date remained broadly unchanged since
Admission. Performance-related pay is based on stretching targets
and forms an important part of the overall remuneration package.
There is an appropriate balance between short and longer-term
performance targets linked to delivery of the Group’s business plan.
The Company delivers this policy for senior management, including
Executive Directors, via a remuneration framework which combines
base salary, pension contributions (or salary supplement in lieu),
benets, an annual bonus plan and share-based awards.
The full Directors’ remuneration policy was included in last year’s
Annual Report and Accounts and was subject to shareholder approval
at the AGM in January 2022. The Committee was delighted to receive
99.97% support for the policy and we are not proposing any changes
to the policy this year.
The implementation of the policy for FY22 was in line with the
intentions set out in last year’s Directors’ Remuneration Report. Our
key decisions in respect of the year are summarised below. For FY23,
we will continue to implement the policy in a broadly similar manner
and are not making any material changes to the way we operate the
incentive schemes. The only change we have agreed to the
implementation of the policy is to increase the maximum annual
bonus opportunity for the CFO from 100% to 125% of basic salary
(125% being the maximum available under our policy). This is
explained below.
Looking ahead, during 2023 it will be three years since the main
elements of the remuneration policy were agreed as part of the
planning process for the IPO. As a result, we intend to review the
effectiveness of the current arrangements over the coming 12 months
to ensure that we have a policy which is fully consistent with ATG’s
strategic objectives. We will consult with major shareholders on any
major changes we propose to make to the existing policy framework.
If required, we will ask shareholders to formally approve a new
Directors’ remuneration policy at the AGM in early 2024.
Remuneration Committee Report
Auction Technology Group plc Annual Report 2022
98

CORPORATE GOVERNANCESTRATEGIC REPORT
Remuneration for FY22
The annual bonus scheme for the year under review operated with
performance conditions based on revenue and adjusted EBITDA,
twoof the Company’s key nancial performance indicators. An
above-target level of performance was reported against both metrics,
resulting in an overall bonus payment of 64.5% of the maximum
available. The bonus targets and the level of performance achieved
against them are set out on page 107. For the Executive Directors, in
line with the remuneration policy, 75% of the bonus will be paid in cash
and the remaining 25% deferred into shares, which must be held for a
minimum of three years.
An award of shares under the Long Term Incentive Plan (“LTIP”) was
made in December 2021, with vesting dependent on the achievement
of adjusted diluted earnings per share (“EPS”) targets after three
years. Adjusted diluted EPS is a key performance indicator used by
ATG and reects the protability of the business on a per share basis.
During the year, the Committee agreed to make a minor adjustment to
the specic EPS targets for this award to ensure there is full alignment
between the denition of adjusted diluted EPS used for the award with
that used in the Company’s wider corporate reporting. This is
explained further on page 108. Any shares which vest under this
award will be subject to a two-year post-vesting holding period.
In addition, during the year the Remuneration Committee considered
and approved an amendment to the adjusted diluted EPS targets for
the LTIP award granted at the time of the IPO in February 2021. This
amendment was agreed in order to ensure that the targets remain
appropriate following the acquisition of LiveAuctioneers, which
completed on 1 October 2021. The adjustment increased the targets
to take account of the higher earnings expected to result from the
acquisition with the adjustment ensuring that the revised targets were
considered by the Committee to be no more or less challenging than
when they were originally set. Full details are included on page 108.
The Remuneration Committee is comfortable that the remuneration
policy operated as intended during FY22.
Intended operation of the remuneration policy for FY23
The remuneration policy will operate in a broadly similar manner
forFY23.
The Committee has reviewed the basic salaries of the Executive
Directors. For John-Paul Savant, the CEO, the Committee has agreed
an increase of 3% with effect from 1 October 2022. This is in line with
the average increase to other members of the senior management
team and is lower than the average increase for the employee base
asa whole. For Tom Hargreaves, the CFO, the Committee has agreed
that a higher increase of 5.75% is appropriate. This is consistent with
the salary increase that has been agreed for the highest performers
across the Company and shifts Tom’s remuneration to a position that
more closely reects his seniority and contributions relative to others
in the senior leadership organisational structure. The increase also
reects his increased experience as a listed company CFO and the
increasing breadth and complexity of his role following the acquisition
of LiveAuctioneers. In agreeing to the salary increase, the Committee
also noted that Tom’s pay is conservatively positioned when
compared to CFO remuneration at companies of a similar size
andcomplexity to ATG.
The UK Corporate Governance Code
The Board is strongly supportive of the UK Corporate Governance
Code and considers that there is full compliance with the
remuneration-related provisions of the Code. The remuneration
policy and its implementation are consistent with the principles
set out in Provision 40 of the Code, as illustrated below.
•
Clarity: The remuneration policy has been designed to provide
clarity to all interested parties. The Remuneration Committee
has endeavoured to explain the policy and its implementation in
a clear and transparent fashion in this Directors’ Remuneration
Report. The Committee has engaged in two-way dialogue
withmajor shareholders and with representatives of the
workforce on remuneration matters and has received
generallypositive feedback.
•
Simplicity: The remuneration policy is designed to be
relatively simple and consistent with standard practice for
UK-listed companies of a similar size to ATG. The rationale
foreach element of Directors’ pay and explanations of the
Committee’s decisions in respect of operating the policy
forFY22 (and the plans for FY23) are set out in this report.
•
Risk: The policy operates within clearly dened limits and the
potential for rewards that would be considered excessive in
the UK listed context is low. Nevertheless, the Committee is
alive to the risks inherent in operating incentive schemes and
has therefore ensured that the targets which have been set
forthe annual bonus scheme and the LTIP do not encourage
inappropriate levels of risk-taking (including in respect of ESG
risks). The remuneration policy includes a number of features
which give the Committee additional control, such as the
ability to override incentive outcomes if considered
appropriate and the operation of recovery and withholding
provisions for incentives.
•
Predictability: While it is not possible to precisely predict the
level of overall reward for the Executive Directors in any one
year, the policy operates with reasonable limits which mean
that outsize payments are highly unlikely. We provide an
illustration of potential outcomes under different scenarios
(see page 104).
•
Proportionality: The performance conditions chosen for the
annual bonus scheme and the LTIP in each year are closely
linked to the successful delivery of strategy over the short and
long term. The Committee carefully considers the optimum
metrics and targets ahead of making decisions on the operation
of the policy each year. A combination of the target-setting
process and the Committee’s overriding discretion to adjust
outcomes ensures that poor performance will not be rewarded.
•
Alignment to culture: The success of the business continues
to be based on a combination of innovation, collaboration
andperformance which has driven strong levels of growth.
The remuneration policy directly incentivises the Executive
Directors and other members of the senior management team
to continue to focus on the activities which are likely to drive
further levels of growth, for the benet of all stakeholders.
Auction Technology Group plc Annual Report 2022
99
FINANCIAL STATEMENTS

There is no change to the pension and benets entitlements of the
Directors for FY23.
When considering the operation of the incentive schemes for
thecoming year, the Committee has reviewed whether it would
beappropriate to introduce new performance metrics, potentially
including those linked to ESG measures, recognising the increased
focus on such metrics by some investors. The Committee decided
that the existing metrics remain appropriate for ATG at the current
time; however, a more comprehensive review will be conducted as
part of the wider review of the remuneration policy over the next 12
months and it is possible that changes to the current approach may
be agreed at that time.
For FY23, participation in the annual bonus scheme will remain at a
level of 125% of basic salary for the CEO. The Committee has agreed
to align the maximum bonus opportunity for the CFO to the same
level, and so his bonus limit will increase from 100% to 125% of salary.
This is being done to ensure that the CFO has an annual incentive
opportunity which reects the increased complexity and global reach
of ATG as well as the increased scale and continued success of the
business since the IPO. The acquisition of LiveAuctioneers in 2021
was the principal driver of the step change in ATG’s international
prole and complexity, with the CFO now responsible for managing a
much broader range of nancing matters than was originally the case.
An increase in the bonus limit to 125% of salary takes the CFO up to
the maximum permitted under the Directors’ remuneration policy,
andbetter aligns his incentive opportunity with market practice at
companies of a similar size to ATG.
Appropriately demanding performance targets apply to the FY23
bonus. Performance measures for the bonus will again be based on
revenue and adjusted EBITDA targets, with 25% of any bonus payable
deferred into shares for three years.
We will again grant LTIP awards over shares equivalent in value to
150% of basic salary. Our policy was set at the time of the IPO in
February 2021 with our rst awards granted at that time based on
ourAdmission price of £6.00. Although the share price increased post
Admission, resulting in the FY22 awards being granted based on a
higher share price, the Committee considers it appropriate to retain
the 150% award level noting the current share price remains above
theAdmission price, when our current grant policy was set. For future
years the Committee intends to keep the LTIP grant level under review
in light of share price movements and developments in the overall size
and complexity of the Company.
The upcoming award will vest subject to the achievement of
adjusteddiluted EPS targets to be achieved over the period ending
30September 2025. At the time of writing, the Committee is
continuing to deliberate on the precise targets to apply to this award.
We intend to nalise our position shortly and we expect to publish the
targets in the regulatory announcement when the award is granted.
Any shares which vest will be subject to a two-year post-vesting
holding period, other than those required to be sold to pay tax.
Engagement with key stakeholders
I engaged with major shareholders ahead of our rst AGM in January
2022 and was pleased to receive positive feedback on our approach
to executive remuneration. This was further demonstrated by the high
levels of support for the remuneration resolutions at the AGM. In the
absence of any material changes to our approach since the AGM, and
our intention to continue operating the remuneration policy in broadly
the same manner for FY23, the Committee has not initiated further
direct contact with major shareholders. However, I will do so as and
when appropriate to ensure that we retain shareholder perspectives
and the support of investors as and if our approach evolves, and as
noted above there will be consultation with shareholders in the event
our forthcoming review of the remuneration policy proposes any
signicant changes.
The Committee notes and supports the emphasis placed by ATG on
equity rewards across the organisation. Equity is granted to ensure
alignment with shareholders and to provide for market-competitive
remuneration in our key markets. In addition, the Company operates
all-employee share schemes such as a Share Incentive Plan (“SIP”)
and, in the US, an Employee Share Purchase Plan (“ESPP”).
In his capacity as the designed Non-Executive Director for workforce
engagement, Breon Corcoran (Board Chair and a member of the
Remuneration Committee) has continued to meet with employee
representatives to discuss a range of matters relating to the business,
including remuneration and the alignment of executive pay with wider
Company pay policy. Topics covered at the most recent session
included the approach to remuneration across the business and the
benets packages on offer. We remain committed to continuing this
dialogue and ensuring that the employee voice is heard on matters
relating to remuneration.
The AGM
At the Company’s forthcoming AGM on 26 January 2023,
shareholders will be asked to approve this Directors’ Remuneration
Report by way of an advisory resolution.
I hope the Committee can count on your support for these resolutions
at the AGM. I will be present at the meeting to answer any questions
you may have on our approach to executive remuneration.
Scott Forbes
Chair of the Remuneration Committee
1 December 2022
Corporate Governance
Remuneration Committee Report
continued
Auction Technology Group plc Annual Report 2022
100

CORPORATE GOVERNANCESTRATEGIC REPORT
Directors’ remuneration policy
The Directors’ remuneration policy sets out the framework for the remuneration of the Directors of Auction Technology Group plc. Payments
toDirectors and payments for loss of ofce can only be made if they are consistent with the terms of the approved remuneration policy.
The policy was designed following a review undertaken by the Remuneration Committee during the process of planning for the IPO. The policy
was formally approved by shareholders at the AGM held in January 2022, with a vote in favour of 99.97%, and no changes are currently
proposed.
A summary of the key features of the Directors’ remuneration policy is included below for information purposes only. The full policy is included
in the Annual Report for the year ended 30 September 2021 and is also available on the Group website at www.auctiontechnologygroup.com.
Ifthere is any discrepancy between the summary and the full policy, the full policy will prevail.
Policy table for Executive Directors
Element
Purpose and
link to strategy Operation Opportunity
Basic salary
Provides a basic level of
remuneration to ensure
the Company can recruit
and retain individuals
with the required skills
and experience to deliver
on the Company’s
strategy.
The salaries for Executive Directors depend on their experience
and the scope of their role. The Remuneration Committee also
has due regard to practices at peer companies of equivalent
sizeand complexity and also of the pay and conditions of the
workforce generally.
Base salaries will typically be reviewed on an annual basis, with
any change normally taking effect from 1 October.
The receipt of basic salary is not subject to the achievement
ofperformance conditions.
Salary increases will depend on a
number of factors, including individual
and Company performance, pay
increases for the wider workforce
andlevels of ination.
Individuals who are recruited or promoted
to the Board may have their initial salary
set at a lower level than would otherwise
be the case until they become established
in their Board role. Subsequent increases
in their salary may be higher than the
average, subject to their ongoing
performance and development.
Benets
Provides a
market-competitive
benets package to
supplement basic salary
and to aid the
recruitment and
retention of Executive
Directors.
Executive Directors are entitled to receive a standard benets
package, including private medical insurance, permanent health
insurance and life assurance.
The Committee has the discretion to amend individual benets
and the overall benets package and may introduce new
benets within the policy period.
The receipt of benets is not subject to the achievement of
performance conditions.
Benets are not subject to a specic
maximum opportunity under this policy
but in normal circumstances the value of
benets provided is not expected to
change materially year-on-year.
The Committee will consider the benets
available to the wider workforce when
considering any changes to the benets
package for Executive Directors.
Pension
Provides a
market-standard
retirement benet to
supplement basic salary
and to aid the
recruitment and
retention of Executive
Directors.
Executive Directors can receive a Company pension
contribution, or a cash salary supplement in lieu of a Company
pension contribution.
All Executive Directors (existing and new) receive pension
contributions which are aligned to the rate payable to the
majority of the wider workforce.
The receipt of pension contributions (or cash in lieu) is not
subject to the achievement of performance conditions.
The maximum level of Company pension
contribution or cash supplement is 6% of
basic salary, which is aligned to the rate
currently payable to the majority of the
wider workforce.
If the rate payable to the majority of the
wider workforce increases over the policy
period, the Committee has the discretion
to increase the rate payable to the
Executive Directors above 6% so that
itremains aligned with the wider
workforce rate.
Auction Technology Group plc Annual Report 2022
101
FINANCIAL STATEMENTS

Element
Purpose and
link to strategy Operation Opportunity
Annual bonus
scheme and
Deferred Share
Bonus Plan
(“DSBP”)
Provides an annual
incentive to reward
Executive Directors for
the achievement of
performance objectives
linked to the short-term
strategic objectives of the
business, with ongoing
alignment with
shareholders achieved
through the deferral of a
portion of the bonus into
shares.
Annual bonuses are payable subject to the achievement of
performance targets set by the Remuneration Committee. These
targets will be determined by the Committee on an annual basis
and will be linked to the short-term strategic priorities for the
business. The Committee has discretion to choose the number
of performance metrics which apply to the bonus in any year and
the relative weightings of those metrics. The primary focus of the
bonus scheme will be on rewarding nancial performance
(normally accounting for a majority of the bonus) although the
Committee may choose to use non-nancial performance
conditions (normally for a minority of the bonus scheme).
The Committee will review performance against the targets
afterthe end of the nancial year and bonus payments will be
determined accordingly. The Committee has the discretion to
adjust the bonus outcome where it believes this is appropriate,
including (but not limited to) where the outcome is not reective
of the underlying performance of the business or the experience
of the Company’s shareholders, employees or other
stakeholders.
Of the total bonus, 75% will be payable in cash and the remaining
25% will be deferred into shares under the DSBP. Deferred shares
must normally be held for a period of three years.
Amounts payable under the annual bonus scheme and the DSBP
are subject to malus and clawback provisions as summarised on
page 103.
Where a deferred share award under the DSBP is granted in the
form of an option or a conditional share award, dividend
equivalents may be paid in respect of the deferred shares.
The maximum annual bonus opportunity
is 125% of basic salary.
For FY23, the Committee has agreed to
operate the bonus scheme with a limit
of125% of basic salary for both the CEO
and the CFO.
50% of the maximum bonus opportunity
is payable for on-target performance.
25% of the maximum bonus opportunity
is payable for threshold performance.
Long Term
Incentive Plan
(“LTIP”)
Provides an annual
award of shares to
Executive Directors
which will vest after three
years subject to the
achievement of
performance objectives
linked to the long-term
strategic objectives of
the business, aligning the
interests of the Directors
with those of
shareholders.
Awards will normally be granted as either nil-cost options or
awards of conditional shares.
Awards will normally be granted annually to Executive Directors
and will normally vest at the end of a three-year period subject to
the recipient’s continued employment at the date of vesting and
the satisfaction of performance conditions measured over three
nancial years.
The performance conditions will be determined by the
Remuneration Committee on an annual basis at the time of
each grant and will be linked to the long-term strategic priorities
for the business. The Committee has discretion to choose the
number of performance metrics which apply to an LTIP award
inany year and the relative weightings of those metrics. It is
expected that the majority of the performance conditions will
bebased on the achievement of nancial targets, although the
Committee may choose to apply relevant non-nancial
performance conditions to a minority of an award.
The Committee will review performance against the targets
after the end of the performance period and the level of vesting
will be determined accordingly. The Committee has the
discretion to adjust the vesting outcome where it believes this is
appropriate, including (but not limited to) where the outcome is
not reective of the underlying performance of the business or
the experience of the Company’s shareholders, employees or
other stakeholders.
Dividend equivalents may be paid in respect of any vested shares.
Post-vesting, Executive Directors will be required to hold their
vested shares for a further two years (other than shares which
are required to be sold to pay tax due on vesting).
Awards vesting under the LTIP are subject to malus and
clawback provisions as summarised on page 103.
The maximum annual award is 200%
ofbasic salary (or 250% of basic salary
ifthe Remuneration Committee
determines that exceptional
circumstances apply).
The Committee’s current policy is to
issue awards for the Executive Directors
based upon 150% of basic salary.
Performance conditions are structured
such that, for threshold levels of
performance, no more than 25%
oftheaward will vest.
Corporate Governance
Remuneration Committee Report
continued
Auction Technology Group plc Annual Report 2022
102

CORPORATE GOVERNANCESTRATEGIC REPORT
Element
Purpose and
link to strategy Operation Opportunity
All-employee
share plans
Provides all employees
with the opportunity to
participate in
tax-advantaged share
plans and increases
the level of alignment
with shareholders.
The Company has the authority to operate an all-employee
Sharesave (“SAYE”) Scheme and an all-employee Share
Incentive Plan (“SIP”).
Awards under the SAYE and/or SIP may be offered annually
to all eligible employees, including Executive Directors.
The SIP was implemented in the UK with effect from 1
November 2021. International sub-plans to the SIP were
also implemented in Germany and the US at the same time.
The Executive Directors are eligible to
participate in the SAYE Scheme and
the SIP subject to the limits
prescribed under the applicable
legislation governing those plans.
Shareholding
guidelines
Requires the Executive
Directors to hold a
minimum level of
shares both during and
after the period of their
employment.
Executive Directors are encouraged to build up over a
ve-year period (as a minimum through the retention of at
least 50% of the after-tax number of vested share awards),
and then subsequently hold, a minimum level of
shareholding.
Executive Directors are also required to maintain a
minimum level of shareholding for a period of two years
post-cessation of employment.
The minimum shareholding which
should be built up by an Executive
Director is equivalent to 200% of their
basic salary.
Executive Directors must also
maintain a minimum shareholding
equivalent to 200% of basic salary for
a period of two years post cessation
of employment. This will be
calculated based on the lower of (i)
the net of tax number of vested
shares acquired under the LTIP or
DSBP during their employment and
(ii) their actual shareholding at the
time of their departure.
Malus and clawback
The rules of the Company’s incentive schemes include standard recovery and withholding provisions.
The Remuneration Committee has the ability, prior to the vesting of an award, to reduce the number of shares subject to the award in the
following circumstances:
•
discovery of a material misstatement resulting in the adjustment in the audited Consolidated Financial Statements of the Company or of the
audited accounts of any Group member;
•
discovery of a material failure of risk management;
•
the insolvency of the Group;
•
action or conduct of a participant which, in the reasonable opinion of the Committee, causes serious reputational damage to the Company,
any Group member or relevant business unit; and/or
•
action or conduct of a participant which, in the reasonable opinion of the Committee, amounts to fraud, gross misconduct or a serious breach
of the Company’s policies and procedures.
In addition, the Committee can also use clawback provisions such that, for a period of three years following the date of payment of a bonus
orvesting of an award, if any of the above circumstances arise (including if there has been an error in calculating the level of performance
achieved), the Committee may require the relevant award holder to pay an equivalent cash amount back to the Company or transfer some or all
of the shares that were subject to the award.
Service contracts
The current Executive Directors have both entered into service agreements with the Company dated 17 February 2021. The agreements have
no xed term and are terminable by the Director or by the Company on not less than six months’ prior written notice. The service contracts are
available for inspection at the Company’s registered ofce.
Policy on payment for loss of ofce
The termination arrangements agreed for an Executive Director who is leaving the business will depend upon the provisions of the Director’s
service contract, the rules of the relevant incentive schemes and the nature of the individual’s departure. All termination payments are subject
toapproval by the Remuneration Committee.
In the event of termination of employment for reasons of gross misconduct, the Director will have no entitlement to any further payment other
than for sums accrued up to the date of termination.
In the event of termination of employment for other reasons, payments relating to basic salary, pension and other benets will continue as
normal until the date of cessation of employment. Alternatively, the Committee may decide to make a payment in lieu of notice.
Auction Technology Group plc Annual Report 2022
103
FINANCIAL STATEMENTS

Remuneration for other employees
The Directors’ remuneration policy reects what the Committee considers to be an appropriate remuneration framework for the Executive
Directors in light of their roles and responsibilities, what is considered necessary to retain their services and standard practice for CEO and CFO
remuneration in listed companies of a similar size and complexity to ATG. In devising the policy the Committee considered the remuneration
arrangements for other employees within the Company.
Many of the policy principles which apply to the Executive Directors also apply to others throughout the organisation, in particular the focus on
incentivising outperformance through a cash bonus scheme and driving alignment with shareholders through participation in equity schemes.
The Company has also established all-employee share incentive schemes in which all eligible employees may participate.
Consideration of shareholder views
The general views of institutional shareholders and other key market participants were taken into account as part of the Remuneration
Committee’s pre-IPO review of the appropriate remuneration policy to apply to the Company post-Admission. The Chair of the Remuneration
Committee also wrote to major shareholders outlining the key features of the policy and seeking their feedback ahead of the policy being
presented for formal shareholder approval at the 2022 AGM. None of the shareholders which responded to this engagement approach raised
any material issues of concern with the policy.
Illustrations of the application of the remuneration policy (“Scenario charts”)
The charts below give an indication of the level of total annual remuneration that would be received by each Executive Director in accordance
with the remuneration policy (as it will apply in FY23) in respect of minimum pay (xed pay), the pay based on target performance and
maximum performance.
2,500k
2,000k
1,500k
1,000k
500k
0
Minimum Target
Chief Executive Officer
Maximum Minimum Target
Chief Financial Officer
Maximum
100% 44% 28%
100%
£488k
£1,108k
£2,066k
£1,728k
£377k
£864k
£1,616k
£1,351k
44%
28%
25%
31%
33%
26%
31%
33%
39%
39%
Fixed Pay
Annual Bonus
LTIP
LTIP with 50% Share price growth
Notes to the charts:
•
Minimum: Fixed pay, reecting basic salary levels with effect from 1 October 2022, benets of £10,000 for the CEO and £2,000 for the CFO
and a 6% pension contribution.
•
Target: Fixed pay plus a 50% pay-out under the bonus and LTIP.
•
Maximum: Fixed pay plus full pay-out under the bonus and LTIP. The maximum scenario includes an additional element to represent 50%
share price growth on the LTIP award.
Corporate Governance
Remuneration Committee Report
continued
Auction Technology Group plc Annual Report 2022
104

CORPORATE GOVERNANCESTRATEGIC REPORT
Policy table for the Board Chair and Non-Executive Directors
Element
Purpose and
link to strategy Operation Opportunity
Fees
Provides a level of
remuneration at an
appropriate level to
attract and retain
Non-Executive Directors
of an appropriate calibre.
The Chair’s and the other Non-Executive Directors’ fees are set
at a level to reect the amount of time and level of involvement
required in order to carry out their duties as members of the
Board and its Committees, and to attract and retain
Non-Executive Directors of a high calibre with relevant
commercial and other experience.
Fee levels are set by reference to non-executive director fees at
companies of similar size and complexity and general increases
for salaried employees within the Company.
The fee paid to the Chair is determined by the Remuneration
Committee, while the fees for other Non-Executive Directors are
determined by the Board as a whole. Additional fees are payable
for acting as Senior Independent Director and as Chair of the
Board’s Audit and Remuneration Committees. On an exceptional
basis the fees payable may temporarily be increased to
recognise any additional commitments undertaken by a
Non-Executive Director in respect of his or her Board role.
Fees are paid in cash.
Non-Executive Directors are also entitled to reimbursement of
reasonable business expenses (and any related tax).
The initial fee levels were agreed prior to
the IPO and are reviewed (and potentially
increased) periodically.
The maximum fees payable are subject
to an aggregate annual limit of £1m as
set out in the Articles of Association.
Letters of appointment for Non-Executive Directors
The Board Chair and the Non-Executive Directors have all signed letters of appointment. The letters of appointment are available for inspection
at the Company’s registered ofce. Further details are included below.
Director Date of appointment to the Board Date of letter of appointment Notice period (months)
Breon Corcoran 25 January 2021 17 February 2021 1
Suzanne Baxter 4 February 2022 4 February 2022 1
Scott Forbes 26 February 2021 17 February 2021 1
Pauline Reader 2 December 2021 2 December 2021 1
Morgan Seigler 18 January 2021 17 February 2021 1
Tamsin Todd 4 February 2022 4 February 2022 1
The Board Chair and the Non-Executive Directors have all been appointed for an initial term of three years, subject to termination by either the
Director or the Company on not less than one month’s prior written notice. All Directors will stand for re-election at each AGM of the Company.
Auction Technology Group plc Annual Report 2022
105
FINANCIAL STATEMENTS

Annual Report on Remuneration
The Remuneration Committee (consideration by the Directors of matters relating to Directors’ remuneration)
The Remuneration Committee has delegated responsibility for determining the policy for executive remuneration and setting remuneration
forthe Chair, the Executive Directors and senior management. It reviews workforce remuneration and related policies and the alignment of
incentives and rewards with culture, taking them into account when setting the policy for Executive Directors’ remuneration. The Remuneration
Committee is also responsible for preparing the Directors’ Remuneration Report for approval by shareholders at the AGM.
The responsibilities of the Committee covered in its terms of reference include determining and monitoring the strategy and policy on
remuneration, termination, performance-related pay, pension arrangements, reporting and disclosure, share incentive plans and remuneration
consultants. The terms of reference also set out the reporting responsibilities and the authority of the Remuneration Committee to carry out its
responsibilities. The terms of reference are available on the Group’s website at www.auctiontechnologygroup.com.
Committee members
The Remuneration Committee is chaired by Scott Forbes and its other members are Breon Corcoran, Suzanne Baxter and Tamsin Todd.
Suzanne and Tamsin were appointed to the Committee following their appointment to the Board on 4 February 2022. Penny Ladkin-Brand was
a member of the Committee up to the date of her retirement from the Board on 25 January 2022. Pauline Reader served as a member of the
Committee from 2 December 2021 to 4 February 2022.
None of the Committee members has any personal nancial interest (other than as a shareholder) in the decisions made by the Committee.
The Remuneration Committee met three times during the year ended 30 September 2022. All members of the Committee attended all
meetings held while they were a member of the Committee.
Committee support
The Committee is supported by the CEO, CFO and the Company Secretary whose attendance at Committee meetings is by invitation from the
Chair. During the year under review, no Director was present for any discussions that related directly to their own remuneration.
The Committee is also supported by Korn Ferry, which has advised the Committee on remuneration matters since the IPO. Korn Ferry was
appointed by the Committee following a formal competitive tender process. The Committee exercises appropriate judgement when
considering the work of its external advisers and, after reviewing the nature and quality of the advice provided during the year, is satised that
the advice it received during the year under review was objective and independent. Korn Ferry is a member of the Remuneration Consultants
Group and is a signatory to its Code of Conduct.
Fees payable to Korn Ferry for advice provided during the year were £56,105 (excluding VAT). No other services were provided by Korn Ferry
tothe Company during the year and Korn Ferry have no other connection with the Company or individual Directors.
Corporate Governance
Remuneration Committee Report
continued
Auction Technology Group plc Annual Report 2022
106

CORPORATE GOVERNANCESTRATEGIC REPORT
Single total gure of remuneration (audited)
The following table sets out the total remuneration for Executive and Non-Executive Directors for the year ended 30 September 2022. The data
in the table for the prior year covers the period from Admission on 26 February 2021 to 30 September 2021.
All gures shown in
£000 Year Salary/fees Benets Pension
Total xed
remuneration
Annual
bonus LTIP
Total variable
remuneration
Total
remuneration
John-Paul Savant 2022 438 10 26 474 353 – 353 827
2021 248 7 15 270 310 – 310 580
Tom Hargreaves 2022 335 2 20 357 216 – 216 573
2021 190 – 11 201 190 – 190 391
Breon Corcoran 2022 75 – – 75 – – – 75
2021 44 – – 44 – – – 44
Morgan Seigler 2022 – – – – – – – –
2021 – – – – – – – –
Penny
Ladkin-Brand
1
2022 22 – – 22 – – – 22
2021 41 – – 41 – – – 41
Scott Forbes 2022 75 – – 75 – – – 75
2021 44 – – 44 – – – 44
Pauline Reader
2
2022 50 – – 50 – – – 50
2021 – – – – – – – –
Suzanne Baxter
3
2022 45 – – 45 – – – 45
2021 – – – – – – – –
Tamsin Todd
3
2022 39 – – 39 – – – 39
2021 – – – – – – – –
1. Retired from the Board on 25 January 2022.
2. Appointed to the Board on 2 December 2021.
3. Appointed to the Board on 4 February 2022.
Additional information regarding the single total gure table (audited)
Salary and fees
Base salaries on Admission for John-Paul Savant (CEO) and Tom Hargreaves (CFO) were £425,000 and £325,000 respectively. These salaries
applied for the period from Admission to the end of the 2021 nancial year. As disclosed in last year’s Directors’ Remuneration Report, the
salaries were increased by 3% with effect from 1 October 2021, to £437,750 for John-Paul Savant and £334,750 for Tom Hargreaves.
The fees for the Board Chair and the Non-Executive Directors were set on Admission. The annual fee for Breon Corcoran as Board Chair is
£75,000. For other NEDs, the basic fee is £60,000, with additional fees of £10,000 paid to each of the Chairs of the Audit and Remuneration
Committees and an additional fee of £5,000 paid to the Senior Independent Director. These fees were unchanged for the 2022 nancial year.
Morgan Seigler does not receive any fees in respect of his role as a Non-Executive Director.
Benets and pensions
Benets for John-Paul Savant and Tom Hargreaves relate to private health insurance.
Both Executive Directors received pension contributions at a level of 6% of basic salary during the nancial year under review, which is in line
with the pension contributions available to the majority of the UK workforce.
Annual bonus for FY22
The annual bonus for FY22 was structured in line with the Directors’ remuneration policy and with the approach taken during FY21.
Performance was again based on adjusted EBITDA and revenue targets, these metrics being two of ATG’s key nancial performance indicators.
Targets were set on a constant currency basis to reect underlying performance so that executives were not rewarded or penalised due to
currency movements during the year. The targets set and the performance achieved are shown below:
Measure Weighting
Threshold £m Target £m Stretch £m
Actual
£m
1
Achievement % of
maximum
opportunity25% of maximum 50% of maximum 100% of maximum
Adjusted EBITDA 50% 44.0 48.9 56.2 50.2 59%
Revenue 50% 103.7 109.1 117.3 112.4 70%
1. Actuals reect target achievement on constant currency basis. There is a straight-line pay-out between the targets above.
Auction Technology Group plc Annual Report 2022
107
FINANCIAL STATEMENTS

Based on the performance achieved, the total bonus payable is 64.5% of the maximum opportunity. The maximum opportunity was 125%
ofbasic salary for John-Paul Savant and 100% for Tom Hargreaves. Bonuses will be payable to the Executive Directors as set out below. The
Committee believes that the formulaic outcome of the bonus, based on the performance achieved, is appropriate and so it has not exercised
itsdiscretion to adjust the bonus outcome.
Overall annual incentive outcome
% of maximum % of salary Payment (£’000)
John-Paul Savant 64.5% 80.6% 353
Tom Hargreaves 64.5% 64.5% 216
Of the total bonus, 75% will be paid in cash (£264,702 for the CEO and £161,935 for the CFO) and the remaining 25% (£88,234 for the CEO and
£53,978 for the CFO) will be deferred into an award over shares under the DSBP to be held for three years.
Malus and clawback provisions apply to the bonus, in line with the Directors’ remuneration policy.
LTIP awards granted during FY22 (audited)
LTIP awards were granted to the CEO and CFO on 10 December 2021 in the form of nil-cost options, as set out in the table below.
Executive
Basis of the award
(% of salary)
Threshold vesting
(% of salary)
Number of shares
granted
1
Face value
of the award
(£’000) Grant date Vest date
John-Paul Savant 150% 25% 45,410 656.6 10 Dec 21 10 Dec 24
Tom Hargreaves 150% 25% 34,725 502.1 10 Dec 21 10 Dec 24
1. The number of shares awarded was calculated on the basis of a share price of £14.46, being the average share price over the ve dealing days prior to grant.
These awards will vest subject to continuing employment and the achievement of challenging adjusted diluted EPS targets over the period to 30
September 2024:
Performance level
Percentage of
award vesting
Adjusted diluted EPS to
be achieved in FY24
Below “threshold” 0% Below 29.3p
“Threshold” 25% 29.3p
“Stretch” 100% 35.6p
There is straight-line vesting in between the above points.
As disclosed in last year’s Directors’ Remuneration Report, for this award the Committee agreed to use a target range based on a pence per
share number at the end of the performance period in FY24 rather than a percentage growth approach (which had been used for the LTIP
award made at the time of the IPO). This was done to avoid rebasing FY21 adjusted diluted EPS, which was impacted by one-off nancing costs
arising as a result of the IPO. The Committee determined that the use of FY24 adjusted diluted EPS is more transparent and also takes into
account the expected benets of the LiveAuctioneers acquisition.
During FY22, and in accordance with the rules of the LTIP, the Committee agreed to a minor amendment to the specic adjusted diluted EPS
targets for this award to align with the denition of adjusted diluted EPS now used by ATG for wider corporate reporting purposes. As agreed by
the Board, adjusted diluted EPS is now calculated after “adding back” the impact of the amortisation of acquired intangible software in line with
the measure of performance utilised in the business and reected in the Group’s disclosed APMs on page 139. The targets for the LTIP were
therefore increased to reect this change. The previous targets (as disclosed in last year’s Directors’ Remuneration Report) involved an FY24
adjusted diluted EPS range of 29.1p-35.3p. After adjustment, the range is now 29.3p-35.6p as set out in the table above. The Remuneration
Committee has agreed that the amended targets are no more or less challenging than the original targets.
The Directors will be required to hold any vested shares (excluding those sold to pay tax) for a period of two years following the date of vesting.
LTIP awards granted during FY21 (audited)
As previously disclosed, LTIP awards were granted to the CEO and CFO on Admission in February 2021, as set out below.
Executive
Basis of the
award
(% of salary)
Threshold
vesting
(% of salary)
Number of
shares granted
1
Face value of
the award
(£’000) Grant date Vest date
John-Paul Savant 150% 25% 106,250 637.5 26 Feb 21 26 Feb 24
Tom Hargreaves 150% 25% 81,250 487.5 26 Feb 21 26 Feb 24
1. The number of shares awarded was calculated on the basis of the Admission price of £6.00.
Corporate Governance
Remuneration Committee Report
continued
Auction Technology Group plc Annual Report 2022
108

CORPORATE GOVERNANCESTRATEGIC REPORT
These awards vest subject to the achievement of challenging adjusted diluted EPS targets over the period to 30 September 2023. As indicated
in last year’s report, during FY22 the Committee reviewed whether the targets originally set for this award should be adjusted to reect the
impact of the acquisition of LiveAuctioneers, one year into the three-year performance period. As explained in the Annual Statement from the
Chair of the Remuneration Committee on page 98 and in accordance with the rules of the LTIP, the Committee agreed to amend the adjusted
diluted EPS targets. The Committee was keen to ensure that the earnings-enhancing nature of the acquisition was reected in an increase to
the original targets. The Committee considered the difference in the earnings targets that would have arisen had LiveAuctioneers been owned
for the duration of the three-year performance period and added these additional earnings in to the original targets set. This has resulted in an
increase to the target range for the award, as set out below.
Level of vesting
Adjusted diluted EPS growth per annum (%
CAGR)
Performance level Original targets Amended targets
Below “threshold” 0% Below 12% Below 14%
“Threshold” 25% 12% 14%
“Stretch” 100% 17% 19%
There is straight-line vesting in between the above points.
The amended targets are considered by the Committee to be no more or less challenging than when they were originally set.
Payments to past Directors/Payments for loss of ofce (audited)
There were no payments to past Directors or payments for loss of ofce made during the year.
Statement of Directors’ shareholding and share interests (audited)
The table below includes full details of shares held by each Director as at 30 September 2022, including details of share awards which are
subject to the achievement of performance conditions.
During employment, Executive Directors are required to build and maintain a shareholding equivalent to 200% of their base salary. Executive
Directors are expected to build up their shareholding over a ve-year period (as a minimum through the retention of at least 50% of the after-tax
number of vested share awards). This requirement was met as of 30 September 2022. Post-cessation of employment, Executive Directors
must retain shares to the value of 200% of base salary for a period of two years in accordance with the Directors’ remuneration policy. There are
no former Executive Directors to whom this requirement currently applies.
Director
Benecially
owned shares
on 30
September
2022
Unvested share
awards subject
to performance
conditions
1
Unvested share
awards not
subject to
performance
conditions
2
Options
exercised in
year
Vested
unexercised
share options
Shareholding
requirement
(% of base
salary)
Requirement
met?
John-Paul Savant
3,5
2,573,631 151,660 5,358 – – 200% Yes
Tom Hargreaves
5
1,284,060 115,975 3,278 – – 200% Yes
Breon Corcoran 729,497 – – – – – –
Morgan Seigler
4
– – – – – – –
Scott Forbes 160,548 – – – – – –
Pauline Reader – – – – – – –
Suzanne Baxter – – – – – – –
Tamsin Todd – – – – – – –
1. Awards granted as nil-cost options under the LTIP.
2. Awards granted as nil-cost options under the Deferred Share Bonus Plan.
3. Shares also held in the name of spouse (Samantha Savant) and the Savant Discretionary Trust (whose trustees are John-Paul Savant and Samantha Savant).
4. Morgan Seigler is not directly interested in any shares but acts as a representative of TA Associates on the Board.
5. The total gure for the number of benecially owned shares includes the pre-Admission equity awards summarised below.
As disclosed in the IPO prospectus and in last year’s Directors’ Remuneration Report, pre-Admission equity awards were granted to John-Paul
Savant and Tom Hargreaves on Admission. John-Paul Savant holds an equity award over 83,409 shares and Tom Hargreaves holds an equity
award over 97,261 shares. These awards were originally granted to them over 1,391 and 1,622 ATG B ordinary shares respectively.
The shares over which the pre-Admission equity awards were granted will be forfeited if the holder leaves the Group for any reason prior to the
third anniversary of Admission (other than in cases of death or a change of control). In normal circumstances the shares must also be held for
afurther year, until the fourth anniversary of Admission, before they can be sold or otherwise transferred. The forfeiture and holding periods
cease to apply in the event of a change of control.
There has been no change in the Directors’ interests in the ordinary share capital of the Company between 30 September 2022 and the date
ofthis report.
Auction Technology Group plc Annual Report 2022
109
FINANCIAL STATEMENTS

Total Shareholder Return (TSR) performance graph and table of CEO pay
ATG shares were admitted to the London Stock Exchange’s Main Market on 26 February 2021. The chart below shows the TSR performance
of£100 invested in ATG from 26 February 2021 (using the offer price of 600p per share) to 30 September 2022 against the FTSE 250 index.
TheFTSE 250 index is considered an appropriate comparison as ATG is positioned within this index.
300
250
200
150
100
50
0
26/02
2021
26/05
2021
26/08
2021
26/11
2021
26/02
2022
26/05
2022
26/08
2022
30/09
2022
Auction Technology Group
FTSE 250
Value (£)
2021 2022
CEO single gure total remuneration (£000s) 580 827
Annual bonus (as % of maximum opportunity) 100% 64.5%
Long-term incentive vesting (as % of maximum opportunity) N/A N/A
Annual percentage change in remuneration of Directors and employees
The table below compares the percentage change in pay of the Directors for FY22 with the average percentage change for employees for the
same period. As required by the reporting regulations, the table shows the percentage change in salary/fees, taxable benets and bonus from
year to year. The Directors’ remuneration for FY22 is based on the disclosures in the single total gure table on page 107. For FY21, we have
annualised the single total gure table disclosures to ensure a meaningful comparison.
Director
Salary/fees
% change
Taxable benets
% change
Annual bonus
% change
John-Paul Savant 3% (2%) (34%)
Tom Hargreaves
1
3% 100% (34%)
Breon Corcoran 0% - -
Morgan Seigler - - -
Penny Ladkin-Brand
2
- - -
Scott Forbes 0% - -
Pauline Reader
3
- - -
Suzanne Baxter
3
- - -
Tamsin Todd
3
- - -
Employees
Average per employee
4
45% 56% 27%
1. Year-on-year change for taxable benets reects absence of taxable benets in prior nancial year.
2. Year-on-year change not shown as Penny retired from the Board during the year under review.
3. These Directors were appointed during the year under review and therefore no comparison with prior year remuneration can be made.
4. Figures relate to Group as a whole and reect the acquisition of LiveAuctioneers on 1 October 2021. No gures are shown for the parent company as the only employees
ofthe parent company are the Directors and the Company Secretary.
Corporate Governance
Remuneration Committee Report
continued
Auction Technology Group plc Annual Report 2022
110

CORPORATE GOVERNANCESTRATEGIC REPORT
CEO pay ratio and wider employee remuneration
As ATG has fewer than 250 UK employees, it is not required by law to include details of total pay for the CEO relative to that of UK employees at
the median, lower quartile and upper quartile. Nevertheless, the Remuneration Committee reviews wider workforce remuneration when setting
the remuneration policy for the Executive Directors.
The Committee remains satised that the remuneration for the Directors is appropriate in the context of pay practices more widely at the
Company noting, for example, the focus on performance-related pay throughout the organisation, broad levels of equity ownership across the
business and the alignment of Executive Director pension contributions with the rate applicable to the majority of the wider workforce. In the
UK, US and Germany, the Company has established all-employee share incentive schemes in which all eligible employees may participate.
As is the norm, levels of incentive opportunity within the wider organisation are lower than the levels in place for the Executive Directors. In
addition, certain elements of the Directors’ remuneration policy do not apply to others in the organisation. For example, annual bonuses for
other employees are paid wholly in cash, with no requirement for an element to be deferred into shares. There is also a minority weighting on
personal non-nancial targets in the bonus scheme for employees below Board level.
LTIP awards are granted to certain other employees normally with a different structure than is in place for Executive Directors. This is
predominantly in the form of restricted share awards (i.e. nil-cost options or restricted stock units that are not subject to nancial performance
conditions), some of which have a different vesting prole than Directors’ LTIPs. This recognises the need for the Company to be able to offer
incentives to employees which are relevant for the specic commercial circumstances, for example to be able to compete successfully for
talent in markets such as the US technology sector.
Relative importance of spend on pay
The table below shows the Company’s expenditure on employee pay compared to distributions to shareholders for FY22. The information
provided for FY21 has been annualised to ensure an appropriate year-on-year comparison can be made.
FY22
£m
FY21
£m % change
Distributions to shareholders – – –
Overall spend on pay for employees, including Executive Directors 27.7 19.3 43%
Statement of shareholder voting
The table below shows the results of the voting on remuneration resolutions at the AGM held on 25 January 2022.
Votes for % Votes against % Votes withheld
Directors’ Remuneration Report 108,861,907 99.68 353,085 0.32 0
Directors’ remuneration policy 109,177,156 99.97 37, 836 0.03 0
Statement of implementation of remuneration policy during FY23
Base salary
The Remuneration Committee has agreed that the CEO will receive a salary increase of 3% with effect from 1 October 2022. For the CFO,
theCommittee has determined that a higher increase of 5.75% is appropriate. The rationale for these increases is explained in the Annual
Statement from the Chair of the Remuneration Committee on pages 98 to 100.
Executive Director
Salary with effect
from 1 Oct 2021
Salary with effect
from 1 Oct 2022 % increase
John-Paul Savant £437,750 £450,883 3
Tom Hargreaves £334,750 £353,998 5.75
Pension and benets
Executive Directors will continue to receive a pension contribution of 6% of salary, which remains aligned to the rate currently payable to the
majority of the UK workforce. Other benets include private medical insurance, permanent health insurance and life assurance.
Auction Technology Group plc Annual Report 2022
111
FINANCIAL STATEMENTS

Annual bonus
The maximum annual bonus opportunity will be in line with the Directors’ remuneration policy, i.e. 125% of salary for both the CEO and the CFO.
As noted in the Annual Statement from the Chair of the Remuneration Committee, this reects an increase in the CFO’s opportunity from the
100% of salary level which applied for both FY21 and FY22. This has been agreed to ensure that the CFO’s bonus opportunity more accurately
takes into account the scope of the role given the increased size and complexity of the Group since the IPO.
The performance measures for the FY23 bonus will remain appropriately challenging and will again be payable subject to the achievement of
targets linked to revenue (50% weighting) and adjusted EBITDA (50% weighting), measured on a constant currency basis. Full details of the
FY23 bonus targets will be disclosed in next year’s Directors’ Remuneration Report.
Of the total bonus, 75% will be payable in cash and the remaining 25% will be deferred into an award over shares under the DSBP to be held for
three years.
Malus and clawback provisions apply in line with the remuneration policy, as summarised on page 103.
Long Term Incentive Plan
LTIP awards of 150% of salary will be made to the Executive Directors, with performance measured over the three-year period to 30 September
2025. The Remuneration Committee has agreed that adjusted diluted EPS should continue to be used as the performance condition for the
LTIP awards.
At the time of writing, the Committee is continuing to deliberate on the precise targets to apply to this award. We intend to nalise our position
shortly and we expect to publish the targets in the regulatory announcement when the award is granted.
The Directors will be required to hold any vested shares (excluding those sold to pay tax) for a period of two years following the date of vesting.
Malus and clawback provisions apply in line with the remuneration policy, as summarised on page 103.
Non-Executive Director remuneration
Non-Executive Director fees have been reviewed by the Board and will remain unchanged for FY23.
Non-Executive Director Fee
Chair of the Board £75,000
Non-Executive Director base fee £60,000
Senior Independent Director £5,000
Audit Committee Chair’s fee £10,000
Remuneration Committee Chair’s fee £10,000
As part of the review of the overall Directors’ remuneration policy which will take place over the coming year, the Board will review the fees
payable to the Non-Executive Directors and the Remuneration Committee will review the fee payable to the Board Chair. This will take into
account the growth of the Company since the IPO, the level of fees payable at companies of a similar size and complexity and the fees
considered necessary to attract and retain NEDs of a high calibre with relevant commercial and other experience.
This report was approved by the Board of Directors and signed on its behalf by:
Scott Forbes
Chair of the Remuneration Committee
1 December 2022
Corporate Governance
Remuneration Committee Report
continued
Auction Technology Group plc Annual Report 2022
112

CORPORATE GOVERNANCESTRATEGIC REPORT
The Directors present their report, together with the audited Consolidated Financial Statements and auditor’s report for the year ended 30
September 2022.
Auction Technology Group plc is a public limited company incorporated in the United Kingdom and registered in England & Wales with
registered number 13141124. The Company acts as a holding company for the Group of subsidiaries. A list of its subsidiary companies is set
out in note 25 on page 170.
This Directors’ Report should be read in conjunction with the other sections of this Annual Report as detailed below to full these requirements
which are incorporated into the Directors’ Report by reference. In accordance with section 414C(11) of the Companies Act 2006 and the Companies
(Miscellaneous Reporting) Regulations 2018 the Board has included certain disclosures in other sections of Annual Report set out below:
Topic Section of report Pages
Strategy and future developments Chief Executive Ofcer’s Statement
Strategic Report
10-13
02-71
Diversity and inclusion Nomination Committee Report
Sustainability Report
95-97
52-71
Risk management Strategic Report 02-71
Going concern and viability statement Strategic Report 02-71
Employee matters, disabled employees and employee engagement Sustainability Report
Stakeholder Engagement and s.172 Statement
52-71
46-51
Climate-related nancial disclosures, greenhouse gas and carbon emissions,
energy consumption and energy efciency action
Strategic Report
Sustainability Report
02-71
52-71
Business relationships with suppliers, customers and other stakeholder
engagement
Stakeholder Engagement and s.172 Statement 46-51
Corporate governance Corporate Governance Report 72-81
Internal controls Audit Committee Report 88-94
Financial instruments Financial Statements 128-165
Statement of Directors’ Responsibilities Statement of Directors’ Responsibilities 117
Directors’ interests Directors’ Remuneration Report 98-112
Employee share plans Directors’ Remuneration Report 98-112
Listing Rule 9.8.4R disclosures
The following sets out where disclosures required in compliance with Listing Rule 9.8.4R are located.
Topic Section of report Page number
Details of long-term incentive schemes Directors’ Remuneration Report 98-112
Non pre-emptive issues of equity for cash (including major subsidiaries) Chief Financial Ofcer’s Review 32-36
Energy and carbon reporting
The Group’s energy and carbon disclosures are detailed in the Sustainability Report on pages 52 to 65.
Engagement with employees, suppliers, customers and others
The Group’s engagement with its stakeholders is detailed in the Stakeholder Engagement section of the Strategic Report on pages 46 to 51.
Research and development
The Group is engaged in various research and development activities regarding innovation and enhancing its technology applications. These
are set out in the Strategic Report on pages 02 to 71.
Directors’ Report
Auction Technology Group plc Annual Report 2022
113
FINANCIAL STATEMENTS

Compliance with the UK Corporate Governance Code 2018
The Disclosure Guidance and Transparency Rules (“DGTR”) require
certain information to be included in a corporate governance
statement in the Directors’ Report. The Corporate Governance Report
is incorporated by reference and includes details of our compliance
with the Code. Our statement includes a description of the main
features of our internal control and risk management systems in
relation to the nancial reporting process and forms part of this
Directors’ Report.
Dividend
The Directors do not propose the payment of a dividend (FY21: nil).
Branches
In accordance with the Companies Act 2006, the Board conrms that
there were no branches of the Company or its subsidiaries during the
nancial year.
Board of Directors
The Board of Directors as at 30 September 2022 is detailed below;
further details about each Director are given on pages 84 to 87 of
thisreport.
Name Position Date of appointment
Breon Corcoran Chairman 25 January 2021
John-Paul Savant Chief Executive Ofcer 25 January 2021
Tom Hargreaves Chief Financial Ofcer 25 January 2021
Scott Forbes Senior Independent
Non-Executive Director
26 February 2021
Suzanne Baxter Independent
Non-Executive Director
4 February 2022
Pauline Reader Independent
Non-Executive Director
2 December 2021
Morgan Seigler Non-Executive Director 18 January 2021
Tamsin Todd Independent
Non-Executive Director
4 February 2022
Penny Ladkin-Brand also served as a Director of the Company from
26 February 2021 until she resigned on 25 January 2022.
There have been no changes in the composition of the Board between
30 September 2022 and the date of this report.
All Directors, other than Suzanne Baxter and Tamsin Todd, who will
beseeking election at the rst AGM following their appointment,
willretire, and being eligible, offer themselves for re-election at the
forthcoming AGM.
Directors’ interests in the share capital and equity of the Company as
at 30 September 2022 are contained in the Directors’ Remuneration
Report on page 109.
Pursuant to the relationship agreement with TA Associates, through
itssub-funds TA XIII-A, L.P., TA XIII-B, L.P., TA Investors XIII, L.P.,
TAInvestors IV EU AIV, L.P. and TA Subordinated Debt Fund IV, L.P
(“TAAssociates”) that the Company entered into on 17 February 2021,
the Company agrees to appoint one Non-Executive Director nominated
by TA Associates to the Board for so long as TA Associates owns in
aggregate more than 10% of the issued ordinary share capital in the
Company. Morgan Seigler is the TA Associates nominated
Non-Executive Director.
All other Directors are appointed in their personal capacity.
Directors’ insurance and indemnity provisions
The Company maintains Directors’ and Ofcers’ insurance in respect
of any liabilities arising from the performance of their duties. In
addition, during the nancial year ended 30 September 2022 and to
the date of this report, the Directors have had the benet of qualifying
third-party indemnities under which the Company has agreed to
indemnify the Directors, to the extent permitted by law and by the
Company’s Articles of Association, against any liabilities they may
incur in the execution of their duties as directors of the Company or
ofits subsidiaries.
Directors’ interests in contracts and conicts of interest
No member of the Board had a material interest in any contract of
signicance with the Company, or any of its subsidiaries, at any time
during the period. Directors are required to notify the Company of any
conict or potential conict of interest.
Capital structure and shareholder voting rights
The shares in issue as at 30 November 2022, being the latest
practicable date prior to the publication of this report, consisted
of120,599,329 ordinary shares of 0.01 pence each.
The changes in the Company’s issued share capital during
thenancial year are detailed in note 20 to the Consolidated
FinancialStatements.
Rights and obligations of ordinary shares
Holders of ordinary shares are entitled to attend and speak at general
meetings of the Company and to appoint one or more proxies or, if the
holder of shares is a corporation, one or more corporate representatives.
On a show of hands, each holder of ordinary shares who is present in
person or by proxy/corporate representative shall have one vote.
There are no restrictions on voting rights or the transfer of shares in
theCompany and the Company is not aware of agreements between
holders of securities that result in such restrictions.
Corporate Governance
Directors’ Report
continued
Auction Technology Group plc Annual Report 2022
114

CORPORATE GOVERNANCESTRATEGIC REPORT
Powers of the Company to purchase own shares
At the AGM held in January 2022, shareholders passed a special
resolution in accordance with the Act to authorise the Company to
make market purchases of its own ordinary shares up to a maximum
of 11,999,999 ordinary shares, representing 10% of the Company’s
issued ordinary share capital as at 14 December 2021. No shares
have been purchased under this authority. The authority will expire
atthe conclusion of the Company’s AGM in January 2023, when the
Company intends to seek a renewal.
Shares held by Employee Benet Trust
The Employee Benet Trust (“EBT”) is a discretionary employee
benet trust constituted by a trust deed entered into on 12 February
2020 between Auction Topco Limited and Zedra Trust Company
(Guernsey) Limited, independent offshore professional trustees (the
“Trustee”). The Company succeeded Auction Topco Limited as the
settlor of the EBT under a deed of succession entered into on 25
February 2021. The EBT is operated as an employee share scheme
within the meaning of Section 1166 of the Companies Act 2006, with
the purpose of encouraging and facilitating the holding of shares by
bona de employees of the Company (which for these purposes
includes the Executive Directors) and its subsidiaries, former
employees and certain of their relatives or for their benet.
Shares held by the Company’s EBT rank pari passu with the other
shares in issue and have no special rights. Voting rights and rights of
acceptance of any offer relating to the shares held in the Trust rests
with the Trustees, who may take account of any recommendation
from the Company.
Relationship Agreement
The Relationship Agreement, which was entered into on 17 February
2021, complies with the requirements of the Listing Rules and
remains effective whilst TA Associates holds at least 10% of the
voting rights of the Company. As at 30 September 2022 TA held
17.77% of the issued share capital of the Company.
The Board is satised that the Company has complied with the
independence provisions included in the Relationship Agreement
during the period ended 30 September 2022:
•
Transactions and arrangements between the Company and
TAAssociates are and will be, at arm’s length and on normal
commercial terms.
•
Neither TA Associates nor any of its associates will take any action
that would have the effect of preventing the Company from complying
with its obligations under the LR, the DGTR, the requirements of the
London Stock Exchange, the Financial Services and Markets Act,
Market Abuse Regulation or the Articles of Association.
•
Neither TA Associates nor any of its associates will propose, or
procure the proposal of, a shareholder resolution that is intended or
appears to be intended to circumvent the proper application of the LR.
As far as the Company is aware, such provisions have been complied
with during the period ended 30 September 2022 by TA Associates.
Substantial shareholdings
The table below sets out those shareholders that have notied the
Company of their direct or indirect interest in 3% or more of the
issuedshare capital of the Company in accordance with Rule 5 of
theDGTR as at 30 November 2022 being the nearest practicable
dateto publication:
Shareholder Holding
% Voting
rights
TA Associates Management, L.P. Indirect 17.7 7
1
BlackRock, Inc. Indirect 10.29
2
The Capital Group Companies, Inc. Indirect 7.94
1
Jupiter Asset Management Limited Indirect 7.86
1
abrdn plc Indirect 5.13
1
Ameriprise/Threadneedle Indirect 4.82
1
ECI Partners LLP Indirect 3.99
2
Invesco Ltd Indirect 3.99
1
The Vanguard Group Inc. Indirect 3.19
1
1. Notication based on total voting rights at the time of 120,599,329.
2. Information provided to the Company pursuant to Rule 5 of the DGTR published
on a Regulatory Information Service and on the Company’s website.
Change in control
The Company is required to disclose any signicant agreements
which take effect, alter or terminate upon a change of control of the
Company. In common with many other companies, the Group’s bank
facility is terminable upon change of control of the Company. In
addition, the Relationship Agreement with TA would also cease
to be effective on a change of control.
In the event of a change of control of the Company, unvested LTIP
awards will vest and become exercisable for a period of six months
following the change of control to the extent determined by the
Remuneration Committee in its absolute discretion. When making
itsdecision, the Remuneration Committee will consider the period
oftime the award has been held by the participant and the extent
towhich the performance conditions have been achieved. Where
appropriate, and with the agreement of the acquiring company,
theCommittee may specify that unvested awards will not become
exercisable as a result of the change of control and instead they will
be exchanged (in whole or in part) for awards over shares in the
acquiring company. Different decisions can be taken in respect
ofdifferent grants of awards held by the participant.
Holders of the pre-Admission equity awards will forfeit their shares
forno payment if they leave the Group for any reason prior to the third
anniversary of Admission (other than in the case of their death or the
sale of the company or business that they work for out of the Group).
In normal circumstances, the shares must also be held for a further
year until the fourth anniversary of Admission, before they can be sold
or otherwise transferred. If there is a corporate event resulting in the
change of control of the Company, the forfeiture and holding periods
will cease to apply.
Auction Technology Group plc Annual Report 2022
115
FINANCIAL STATEMENTS

There are no agreements between the Company and its Directors
oremployees that provide for compensation for loss of ofce or
employment because of a takeover bid other than for payment for
loss of ofce as detailed on page 103.
Articles of Association
The rules governing the appointment and removal of Directors are
contained in the Company’s Articles of Association. Changes to the
Articles of Association must be approved by a special resolution of
the shareholders. The powers of Directors are described in the
Matters Reserved for the Board document and the Articles of
Association, both of which can be found on our website.
Political donations
It is not the policy of the Company, or its subsidiaries, to make political
donations as contemplated by the Companies Act and no donations
were made by the Company to any political party during the year.
However, the application of the relevant provisions of the Companies
Act is very wide in nature and normal business activities of the
Company, which might not be considered political donations or
expenditure in the usual sense, may possibly be construed as political
expenditure and fall within the restrictions of the Act. This could include
sponsorships, subscriptions, payment of expenses and support for
bodies representing the community. The Board therefore intends to
renew shareholder authority at the Company’s AGM to ensure that the
Company does not inadvertently breach these provisions.
Post balance sheet events
The Group pre-paid $43.7m of their Senior Term Loan Facility at the
start of October 2022 using the Group’s available cash.
Disclosure of information to the auditor
Each of the persons who is a Director at the date of approval of this
Annual Report conrms that:
•
so far as the Director is aware, there is no relevant audit information
of which the Company’s auditor is unaware; and
•
the Director has taken all the steps that he/she ought to have taken
as a Director in order to make himself/herself aware of any relevant
audit information and to establish that the Company’s auditor is
aware of that information.
This conrmation is given and should be interpreted in accordance
with the provisions of Section 418 of the Companies Act 2006.
Auditor
Deloitte LLP has indicated its willingness to continue in ofce and
theBoard recommends the reappointment of Deloitte at the
forthcoming AGM.
Annual General Meeting
The Company’s AGM will be held at the ofce of Travers Smith LLP,
10Snow Hill, London EC1A 2AL on 26 January 2023. The Notice of
AGM accompanies this report as a separate document.
This report was approved by the Board of Directors on 1 December
2022 and signed on its behalf by:
Jayne Meacham
Company Secretary
1 December 2022
Corporate Governance
Directors’ Report
continued
Auction Technology Group plc Annual Report 2022
116

CORPORATE GOVERNANCESTRATEGIC REPORT
Statement of Directors’ responsibilities in respect of the Annual
Report and Financial Statements
The Directors are responsible for preparing the Annual Report and the
Financial Statements of the Group and Company in accordance with
applicable law and regulations.
Company law requires the Directors to prepare nancial statements
for each nancial year. Under that law the Directors are required to
prepare the Group Financial Statements in accordance with United
Kingdom adopted International Accounting Standards and with the
requirements of the Companies Act 2006. The Directors have chosen
to prepare the parent Company Financial Statements in accordance
with United Kingdom Generally Accepted Accounting Practice (United
Kingdom Accounting Standards and applicable law), including FRS
101 “Reduced Disclosure Framework” and the Companies Act 2006.
Under company law the Directors must not approve the nancial
statements unless they are satised that they give a true and fair view
of the state of affairs of the Company and of the prot or loss of the
Company for that period.
In preparing the parent Company Financial Statements, the Directors
are required to:
•
select suitable accounting policies and then apply them consistently;
•
make judgements and accounting estimates that are reasonable
and prudent;
•
state whether applicable UK Accounting Standards have been
followed, subject to any material departures disclosed and
explained in the nancial statements; and
•
prepare the Financial Statements on the going concern basis
unlessit is inappropriate to presume that the Group will continue
inbusiness.
In preparing the Group Financial Statements, International Accounting
Standard 1 requires that Directors:
•
properly select and apply accounting policies;
•
present information, including accounting policies, in a manner
thatprovides relevant, reliable, comparable and understandable
information;
•
provide additional disclosures when compliance with the specic
requirements of the nancial reporting framework are insufcient to
enable users to understand the impact of particular transactions,
other events and conditions on the entity’s nancial position and
nancial performance; and
•
make an assessment of the Company’s ability to continue as a
going concern.
The Directors are responsible for keeping adequate accounting
records that are sufcient to show and explain the Company’s
transactions and disclose with reasonable accuracy at any time the
nancial position of the Company and enable them to ensure that the
Financial Statements comply with the Companies Act 2006. They are
also responsible for safeguarding the assets of the Company and
hence for taking reasonable steps for the prevention and detection
offraud and other irregularities.
The Directors are responsible for the maintenance and integrity of
thecorporate and nancial information included on the Company’s
website. Legislation in the United Kingdom governing the preparation
and dissemination of nancial statements may differ from legislation
in other jurisdictions.
Responsibility statement of the Directors in respect of the annual
nancial report
We conrm that to the best of our knowledge:
•
the Financial Statements, prepared in accordance with the relevant
nancial reporting framework, give a true and fair view of the
assets, liabilities, nancial position and prot or loss of the
Company and the undertakings included in the consolidation
takenas a whole;
•
the Strategic Report includes a fair review of the development and
performance of the business and the position of the Company and
the undertakings included in the consolidation taken as a whole,
together with a description of the principal risks and uncertainties
that they face; and
•
the Annual Report and Financial Statements, taken as a whole, are
fair, balanced and understandable and provide the information
necessary for shareholders to assess the Group’s position and
performance, business model and strategy.
This responsibility statement was approved by the Board of Directors
on 1 December 2022 and is signed on its behalf by:
John-Paul Savant Tom Hargreaves
Chief Executive Ofcer Chief Financial Ofcer
1 December 2022 1 December 2022
Directors’ Responsibilities
Auction Technology Group plc Annual Report 2022
117
FINANCIAL STATEMENTS

Financial Statements
In this section:
Independent Auditor’s Report 119
Consolidated Statement of Prot
or Loss and Other Comprehensive
Income or Loss 128
Consolidated Statement of
FinancialPosition 129
Consolidated Statement of
Changes in Equity 130
Consolidated Statement
of Cash Flows 131
Notes to the Consolidated
Financial Statements 132
Company Statement of
Financial Position 171
Company Statement of
Changes in Equity 172
Notes to the Company
Financial Statements 173
Glossary 176
Shareholder Information IBC
Financial
Statements
Auction Technology Group plc Annual Report 2022
118
Auction Technology Group plc Annual Report 2022
118

FINANCIAL STATEMENTSSTRATEGIC REPORT
Report on the audit of the Financial Statements
1. Opinion
In our opinion:
•
the Financial Statements of Auction Technology Group plc (the
‘parent Company’) and its subsidiaries (the ‘Group’) give a true and
fair view of the state of the Group’s and of the parent Company’s
affairs as at 30 September 2022 and of the Group’s loss for the year
then ended;
•
the Group Financial Statements have been properly prepared in
accordance with United Kingdom adopted International Accounting
Standards;
•
the parent Company Financial Statements have been properly
prepared in accordance with United Kingdom Generally Accepted
Accounting Practice, including Financial Reporting Standard 101
“Reduced Disclosure Framework” and
•
the Financial Statements have been prepared in accordance with
the requirements of the Companies Act 2006.
We have audited the Financial Statements which comprise:
•
the Consolidated Statement of Prot or Loss and Other
Comprehensive Income or Loss;
•
the Consolidated and parent Company Statements of Financial
Position;
•
the Consolidated and Parent Statements of Changes in Equity;
•
the Consolidated Statement of Cash Flows;
•
the related notes 1 to 25 to the Consolidated Financial Statements;
and
•
the related notes 1 to 10 the Company Financial Statements.
The nancial reporting framework that has been applied in the
preparation of the Group Consolidated Financial Statements is
applicable law, and United Kingdom adopted International Accounting
Standards. The nancial reporting framework that has been applied in
the preparation of the parent Company Financial Statements is
applicable law and United Kingdom Accounting Standards, including
FRS 101 “Reduced Disclosure Framework” (United Kingdom Generally
Accepted Accounting Practice).
2. Basis for opinion
We conducted our audit in accordance with International Standards on
Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under
those standards are further described in the auditor’s responsibilities
for the audit of the nancial statements section of our report.
We are independent of the Group and the parent Company in
accordance with the ethical requirements that are relevant to our
audit of the nancial statements in the UK, including the Financial
Reporting Council’s (the “FRC’s”) Ethical Standard as applied to
listedpublic interest entities, and we have fullled our other ethical
responsibilities in accordance with these requirements. The non-audit
services provided to the Group and parent Company for the year are
disclosed in note 6 to the Consolidated Financial Statements. We
conrm that we have not provided any non-audit services prohibited
by the FRC’s Ethical Standard to the Group or the parent Company.
We believe that the audit evidence we have obtained is sufcient and
appropriate to provide a basis for our opinion.
3. Summary of our audit approach
Key audit
matters
The key audit matters that we identied in the
current year were:
•
Acquisition of LiveAuctioneers LLC (“LA”) -
classication of consideration
•
Acquisition of LA - valuation of intangibles
•
Risk of impairment to goodwill
•
Functional currency
Within this report, key audit matters are identied
asfollows:
Newly identied
Increased level of risk
Similar level of risk
Decreased level of risk
Materiality The materiality that we used for the Consolidated
Financial Statements was £1,320,000 which was
determined on the basis of a blend of 4% of adjusted
earnings before interest tax, depreciation, and
amortisation (adjusted EBITDA – refer to note 3) and
5% of prot before tax. We also considered revenue
as a supporting benchmark.
Scoping Four components were subject to full scope audits
and two components were subject to specied audit
procedures. These components provided coverage
which totals 92% of the Group’s adjusted EBITDA,
91% of revenue and 80% of net asset. All work
performed on components was performed by
theGroup audit team.
Signicant
changes in our
approach
In the current year, the Group acquired LA on
1October 2021 with signicant intangible asset
recognition and complex consideration. As such
wehave identied two key audit matters in respect
of this acquisition – classication of consideration
and valuation of intangibles.
Subsequent to the acquisition of LA, there was a
change in functional currency and the application
ofthe net investment hedge in the period has
resulted in a new key audit matter, because of the
signicance and complexity of the judgements
being made which impacted on the Consolidated
Statement of Prot or Loss.
In the prior year, IFRS 2: Share based payment
valuation on IPO and revenue recognition accuracy and
completeness were key audit matters however these
are no longer considered as key audit matters as the
level of audit effort involved in appropriately addressing
these risks is not the most signicant in our audit.
Independent Auditor’s Report to the Members
ofAuctionTechnology Group plc
Auction Technology Group plc Annual Report 2022
119
CORPORATE GOVERNANCE

Financial Statements
Independent Auditor’s Report
continued
4. Conclusions relating to going concern
In auditing the Financial Statements, we have concluded that the Directors’ use of the going concern basis of accounting in the preparation of
the nancial statements is appropriate.
Our evaluation of the Directors’ assessment of the Group’s and parent Company’s ability to continue to adopt the going concern basis of
accounting included:
•
Assessing as part of our risk assessment the nature of the Group and its business model and related risks including where relevant, the effect
of the current macroeconomic uncertainty;
•
Obtaining an understanding of the relevant controls implemented by the Directors during the going concern assessment;
•
Challenging the underlying data and key assumptions used to make the assessment as well as evaluating the Directors’ plans for future actions;
•
Understanding nancing facilities including assessing forecast compliance with interest cover ratio covenants;
•
Understanding how the going concern model mirrors the business model and the forecasts used to assess impairments testing;
•
Assessing the maturity prole of the Company debt and the liquidity for the going concern period;
•
Performing sensitivity analysis based on the contradictory evidence, including consideration of market, latest third-party economic forecasts; and
•
Assessing the appropriateness of the going concern disclosures made in the nancial statements.
Based on the work we have performed, we have not identied any material uncertainties relating to events or conditions that, individually or
collectively, may cast signicant doubt on the Group’s and parent Company’s ability to continue as a going concern for a period of at least
twelve months from when the nancial statements are authorised for issue.
In relation to the reporting on how the Group has applied the UK Corporate Governance Code, we have nothing material to add or draw attention
to in relation to the Directors’ statement in the nancial statements about whether the Directors considered it appropriate to adopt the going
concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.
5. Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most signicance in our audit of the nancial statements of
the current period and include the most signicant assessed risks of material misstatement (whether or not due to fraud) that we identied.
These matters included those which had the greatest effect on the overall audit strategy, the allocation of resources in the audit; and directing
the efforts of the engagement team.
These matters were addressed in the context of our audit of the Financial Statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.
5.1. Acquisition of LA - classication of consideration
Key audit matter
description
The Group acquired LA on 1 October 2021. Under the terms of the sales and purchase agreements (“SPA”), the Group
paid a total consideration of £404.0m including cash of £358.8m, Rollover Options and Restricted Stock Units (“RSUs”)
with a fair value of £27.3m and contingent consideration of up to a maximum of £18.6m.
There is an inherent judgement involved in determining the classication of the Rollover Options and RSUs as either
consideration or remuneration for post-combination services in accordance with the requirements of IFRS 2 and IFRS 3.
If the awards that are being replaced expired as a consequence of a business combination and if the Group replaced
those options when it was not obliged to do so, the replacement options should be recognised as a remuneration cost
rather than consideration. If the awards do not expire and the acquiree replaces these awards, the change in ownership
is treated as a modication to the share-based payment and is considered as consideration.
There is signicant judgement exercised in the classication of Rollover Options and RSUs as consideration and
therefore we considered this our key audit matter.
Further details are included in notes 2, 11 and 12 to the Consolidated Financial Statements in relation to business combination.
Refer also to page 90 of the Report of the Audit Committee.
How the scope of
our audit responded
to the key audit
matter
We obtained an understanding of the relevant controls over management’s detailed review of the business combination,
which is performed periodically.
We challenged the classication of the Rollover Options and RSUs as consideration.
Our procedures included:
•
assessing the requirements of IFRS 3 and IFRS 2 in determining if the equity instruments represent consideration or
remuneration;
•
assessing whether the requirement of IFRS 3 relating to continued employment was met, i.e. assessing whether the
recipient is required to remain in employment in order to qualify for the awards it is classied as remuneration; and
•
assessing the appropriateness of the judgement disclosures in the Consolidated Financial Statements.
Key observations We concluded that the classication of consideration is appropriate and that the conclusions reached were supported by
the evidence obtained.
Auction Technology Group plc Annual Report 2022
120

FINANCIAL STATEMENTSSTRATEGIC REPORT
5.2. Acquisition of LA - valuation of intangibles
Key audit matter
description
The Group acquired LA on 1 October 2021. IFRS 3 “Business Combinations” requires management to apply acquisition
accounting, which includes the recognition of assets acquired and liabilities assumed in the acquisition at their fair value
together with any non-controlling interests (of which there were none).
Management engaged external valuations specialists to undertake an exercise to determine the required purchase price
accounting (“PPA”) including the valuation of separately identiable intangible assets acquired £167.8m.
There is both complexity and judgement in this process and as such the key audit matter is focussed on the 2023 to
2027 revenue growth assumptions and discount rates that feed into the valuation of intangible assets.
Further details are included in notes 2, 11 and 12 to the Consolidated Financial Statements in relation to business combinations.
Refer also to page 90 of the Audit Committee Report.
How the scope of
our audit responded
to the key audit
matter
We obtained an understanding of the relevant controls over management’s detailed review of the business combination,
which is performed periodically.
Our work included, but was not limited to:
•
assessing whether the accounting for the acquisition is in line with the requirements of IFRS 3 Business combinations;
•
assessing management’s underlying analysis and supporting nancial models;
•
assessing the competence, capability and objectivity of management’s expert;
•
engaging our valuation specialists to assess the valuation methods used on the valuation of intangible assets, the
discount rates applied, and the useful life attributed to the separately identiable intangible assets;
•
assessing management’s sensitivity analysis to identify the key assumptions that have a signicant effect on the model;
•
assessing key assumptions including revenue forecasts and long-term growth rates, by comparing forecasted revenue
to market growth and long-term growth rates to ination; and
•
assessing the appropriateness of disclosures in the nancial statements specically the sensitivity to reasonably
possible changes to key assumptions.
Key observations We concluded that the assumptions applied in the valuation of intangibles arising on acquisition were within an
acceptable range, the overall position adopted was reasonable and the disclosures in respect of sensitivity to reasonably
possible changes to key assumptions are appropriate.
5.3. Risk of impairment to goodwill
Key audit matter
description
Upon acquisition of LA, the Group recognised goodwill of £281.3m. This goodwill has been allocated to the Group’s
following cash generating units (CGUs): Arts & Antiques (“A&A”) (£226.7m) and Industrial and Commercial (“I&C”)
(£56.6m). As at 30 September 2022, the total group carrying value of goodwill is £505.2m which is allocated across the
A&A, I&C and Auction Services CGUs.
There is both complexity and inherent risk due to the quantum of goodwill being assessed for impairment. The valuation
of goodwill involves heightened judgement and estimation uncertainty with regards to forecasting the buyer specic
synergies and future cash ows, the sensitivity of the impairment model to movements in the discount rate, and the
current macro-economic volatility.
The Group concluded that no impairment was required for the year ended 30 September 2022.
Further details are included in notes 2, 11 and 12 to the Consolidated Financial Statements in relation to business combination.
Refer also to page 91 of the Audit Committee Report.
How the scope of
our audit responded
to the key audit
matter
We obtained an understanding of the relevant controls over management’s controls relating to the review of the forecast,
goodwill impairment model and the review of discount rates applied, which is performed annually.
Our audit procedures included, but are not limited to the following:
•
challenging the Group’s forecast and estimates by:
– reading market analyst reports to gain an understanding of the market expectation of the Group’s future performance;
– investigating the cash ow forecast specically relating to the revenue growth predicted and how this was adjusted
for risk;
– considering contradictory evidence and external data points, specically looking at how competitors performed
during previous periods of economic uncertainty and used this data to drive sensitivities around growth.
•
assessing the allocation of goodwill to CGUs against the requirements of IAS 36;
•
engaging our valuation specialists to independently calculate a Weighted average cost of capital (“WACC”) and
evaluate the inputs used therein as at the year end date; and
•
assessing the disclosures included in the Consolidated Financial Statements, including the inclusion of the impairment
of goodwill as a key source of estimation uncertainty and of the sensitivity analysis disclosures required by both IAS 1
and IAS 36.
Key observations We concur that there is no impairment to goodwill and concluded that the disclosure in the Consolidated Financial
Statements in relation to the impairment assessment of goodwill is appropriate.
Auction Technology Group plc Annual Report 2022
121
CORPORATE GOVERNANCE

Financial Statements
Independent Auditor’s Report
continued
5.4 Functional currency
Key audit matter
description
During the year, and subsequent to the acquisition of LA, management undertook an exercise in respect of treasury
management and foreign exchange. Based on the requirements and guidance of IAS 21 “The Effects of Changes in
Foreign Exchange Rates”, management determined that the functional management determined the functional currency
of certain entities should have been pounds Sterling, rather than US dollar. The entities impacted included ATG Media US
Inc and Proxibid Bidco Inc that were part of the Group for the year ended 30 September 2021.
It was determined there was no signicant change to the nature of business in the year for these entities and therefore
the functional currency of these entities should also have been pounds Sterling in the prior year. This error resulted in a
prior year restatement increasing foreign currency translation reserves and nance income by £2.3m and had no impact
on net assets.
Due to the signicance and complexity of the judgements being made to the functional currency changes in certain
subsidiaries within the Group structure which had an impact on the Consolidated Statement of Prot or Loss, we have
determined this to be a key audit matter.
Further details are included in notes 1 and 2 to the Consolidated Financial Statements in relation to the functional
currency restatement and judgement.
Refer also to page 91 of the Audit Committee Report.
How the scope of
our audit responded
to the key audit
matter
We obtained an understanding of the relevant controls over management’s key judgements relating to the change in
functional currency in the year which are performed periodically.
Our audit procedures included the following:
•
assessing the appropriateness of the judgement in selecting the functional currency against the requirements of
IAS21 including the additional indicators for foreign operations and intermediate holding entities;
•
assessing the appropriateness of accounting for this as a prior period restatement in line with the requirements of IAS
8 (refer to note 1); and recalculating the prior period Restatement identied;
•
completing a stand back assessment on the treasury and foreign exchange judgements made in the year to
understand the impact of these judgements on the business and nancial results; and
•
assessing the disclosure provided in the Consolidated Financial Statements in relation to functional currency and prior
year restatements against the requirements of IAS 1, IAS 21 and IAS 8.
Key observations We concur that the accounting treatment and judgements on the functional currency change, the impacts of the prior
period Restatement and the related disclosures are appropriate.
Auction Technology Group plc Annual Report 2022
122

FINANCIAL STATEMENTSSTRATEGIC REPORT
6. Our application of materiality
6.1 Materiality
We dene materiality as the magnitude of misstatement in the nancial statements that makes it probable that the economic decisions of a
reasonably knowledgeable person would be changed or inuenced. We use materiality both in planning the scope of our audit work and in
evaluating the results of our work.
Based on our professional judgement, we determined materiality for the nancial statements as a whole as follows:
Group Financial Statements Parent Company Financial Statements
Materiality £1,320,000 (2021: £1,270,000) £1,188,000 (2021: £1,181,100)
Basis for
determining
materiality
Using professional judgement, we determined materiality to
be £1,320,000 based on a blended assessment of 4% of
adjusted EBITDA and 5% of Prot before tax (“PBT”).
We also considered revenue as a supporting benchmark.
In the prior year, we determined materiality based on 4% of
adjusted EBITDA.
Consistent with the prior year, we determined materiality
based on net assets, which was then capped at 90% of
Group materiality in order to address the risk of
aggregation when combined with other components.
Rationale for the
benchmark applied
Auditors of listed entities typically base their materiality on
a PBT metric as this is considered most relevant to the
investors and analysts.
Historically, the adjusted EBITDA metric was applied as this
was considered the most relevant to the lenders and the
valuation of the business on IPO and in the immediate
period following.
In order to move to a materiality gure more aligned to
other entities in the market, we considered PBT a relevant
benchmark in the current year.
The Company acts principally as a holding Company and
therefore net assets is a key measure for this business.
6.2 Performance materiality
We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and undetected
misstatements exceed the materiality for the nancial statements as a whole.
Group Financial Statements Parent Company Financial Statements
Performance
materiality
70% (2021: 70%) of Group materiality 70% (2021: 70%) of parent Company materiality
Basis and rationale
for determining
performance
materiality
In determining performance materiality, we primarily considered our risk assessment of the Group’s overall control
environment, the history of aggregated prior period adjustments and our assessment of the competence of key
management and accounting personnel.
6.3 Error reporting threshold
We agreed with the Audit Committee that we would report to the Committee all audit differences in excess of £0.066m (2021: £0.06m), as well
as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to the Audit Committee on
disclosure matters that we identied when assessing the overall presentation of the nancial statements.
Auction Technology Group plc Annual Report 2022
123
CORPORATE GOVERNANCE

Financial Statements
Independent Auditor’s Report
continued
7 An overview of the scope of our audit
7.1 Identication and scoping of components
Our Group audit was scoped by obtaining an understanding of the Group and its environment, including Group-wide controls, and assessing the
risks of material misstatement at the Group level.
We performed scoping of the Group components using relevant benchmarks such as adjusted EBITDA, revenue, net assets and prot before tax
to determine which entities we consider to be signicant components. We considered all components that contribute in excess of 15% of the
benchmarks to be signicant and require full audit procedures (“full audit scope”). Four out of twenty-seven components have been identied as
signicant and full audit procedures were performed. Specied audit procedures have been performed on two out of the twenty-seven
components. The change in the number of components subject to full audit scope and specied audit procedures resulted from the acquisition of
LA which contributed signicantly to the group in the current year.
Coverage from full scope components and specied audit procedures totals 92% (2021: 95%) of the Group’s adjusted EBITDA, 91% (2021: 88%)
of revenue and 80% (2021: 72%) of net asset. All procedures were completed by the Group engagement team, we did not engage the use of
component auditors.
At the Group level we also tested the consolidation process and carried out analytical procedures to conrm our conclusion that there were no
signicant risks of material misstatement of the aggregated nancial information of the remaining components not subject to audit.
Net asset
Revenue
Adjusted
EBITDA
79%
12%
92%
9%
76%
4%
20%
8%
Full audit scope
Specified audit procedures
Review at group level
7.2 Our consideration of the control environment
We involved IT specialists to test the general IT controls over the key IT systems. We obtained an understanding of controls over revenue, the
nancial close and reporting and management’s review of judgements and estimates. As described in the Audit Committee Report on page 88
to 94 there are IT control ndings that still need to be remediated and there is work ongoing to align the systems of nancial control of LA with
the rest of the Group. As such, we have not taken a control reliance approach as the control environment has deciencies which management
still need to address.
7.3 Our consideration of climate-related risk
The Group is reporting for the rst time on climate-related issues in line with the Task Force on Climate-related Financial Disclosures (“TCFD”)
framework. Management has considered transitional, physical, and investor-related risks and opportunities, across the Group’s value chain when
factoring in climate change as part of their risk assessment process when considering the principal risks and uncertainties facing the Group.
This is set out in the Strategic Report on page 40. The environmental impact and carbon footprint is considered to be low since the Group is a
provider of digital marketplace technology. Based on the nature of the Group’s operations, it has been assessed that climate change presents
opportunities for the Group. As explained in note 1 in preparing the Consolidated Financial Statements management has considered the impact
of climate change, particularly in the context of the disclosures included in the Strategic Report this year. These considerations did not have a
material impact on the nancial reporting judgements and estimates, consistent with the assessment that climate change is an emerging risk
not expected to have a signicant impact on the Group’s going concern assessment to 30 September 2023 nor the viability of the Group over the
next three years. This is consistent with our evaluation of the climate related risks facing the Group. In addition, we have:
•
performed our own qualitative risk assessment of the potential impact of climate change on the Group’s account balances and classes of
transaction and did not identify any reasonably possible risks of material misstatement;
•
involved our Environmental Social and Governance (“ESG”) specialist in assessing the TCFD on pages 54 to 55 against the recommendations
of the TCFD framework.
Our procedures consisted solely of considering whether they are materially inconsistent with the Consolidated Financial Statements, or our
knowledge obtained in the course of the audit. We have not been engaged to provide assurance over the accuracy of these disclosures.
Auction Technology Group plc Annual Report 2022
124

FINANCIAL STATEMENTSSTRATEGIC REPORT
8 Other information
The other information comprises the information included in the Annual Report other than the Financial Statements and our Independent
Auditor’s Report thereon. The Directors are responsible for the other information contained within the annual report.
Our opinion on the nancial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report,
we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the
nancial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated.
If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a
material misstatement in the nancial statements themselves. If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
9 Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement, the Directors are responsible for the preparation of the Financial Statements
and for being satised that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the
preparation of Financial Statements that are free from material misstatement, whether due to fraud or error.
In preparing the nancial statements, the Directors are responsible for assessing the Group’s and the parent Company’s ability to continue as a
going concern, disclosing as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors
either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.
10 Auditor’s responsibilities for the audit of the nancial statements
Our objectives are to obtain reasonable assurance about whether the nancial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is
not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to inuence the
economic decisions of users taken on the basis of these nancial statements.
A further description of our responsibilities for the audit of the nancial statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
11 Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities,
outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of
detecting irregularities, including fraud is detailed below.
11.1 Identifying and assessing potential risks related to irregularities
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and
regulations, we considered the following:
•
the nature of the industry and sector, control environment and business performance including the design of the Group’s remuneration
policies, key drivers for Directors’ remuneration, bonus levels and performance targets;
•
results of our enquiries of management, internal audit, the legal function including the Group’s General Counsel, Directors and the audit
committee about their own identication and assessment of the risks of irregularities;
•
any matters we identied having obtained and reviewed the Group’s documentation of their policies and procedures relating to:
– identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance
– detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected, or alleged fraud
– the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; and
•
the matters discussed among the audit engagement team and relevant internal specialists, including tax, valuations and IT specialists
regarding how and where fraud might occur in the nancial statements and any potential indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identied
the greatest potential for fraud in the following areas: revenue recognition, valuation of intangible assets of LA, impairment of goodwill and
functional currency. In common with all audits under ISAs (UK), we are also required to perform specic procedures to respond to the risk of
management override.
We also obtained an understanding of the legal and regulatory frameworks that the Group operates in, focusing on provisions of those laws and
regulations that had a direct effect on the determination of material amounts and disclosures in the nancial statements. The key laws and
regulations we considered in this context included the UK Companies Act and Listing Rules, UK Corporate Governance Code, tax legislation in
the Group’s various jurisdiction, Energy and Carbon regulations, as well as pensions legislation and tax legislation.
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the Financial Statements but compliance
with which may be fundamental to the Group’s ability to operate or to avoid a material penalty. These included the General Data Protection
Regulations, the California Consumer Privacy Act, UK Bribery Act, employment law, health and safety, USA Firearms legislation, Laws around
sale of Nazi memorabilia in Germany, Restrictions of ivory items and Competition law in the Group’s various jurisdiction.
Auction Technology Group plc Annual Report 2022
125
CORPORATE GOVERNANCE

Financial Statements
Independent Auditor’s Report
continued
11.2 Audit response to risks identied
As a result of performing the above, we identied the valuation of intangible on the acquisition of LA, impairment of goodwill and functional
currency as key audit matters related to the potential risk of fraud. The key audit matters section of our report explains the matters in more
detail and describes the specic procedures we performed in response to those key audit matters.
In addition to the above, procedures to respond to risks identied included the following:
•
reviewing the Financial Statements disclosures and testing to supporting documentation to assess compliance with provisions of relevant
laws and regulations described as having a direct effect on the Financial Statements;
•
enquiring of management, the audit committee, in-house and external legal counsel concerning actual and potential litigation and claims;
•
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to
fraud;
•
reading minutes of meetings of those charged with governance;
•
in addressing the risk of fraud in revenue recognition, testing 100% of transactions by using analytics to reconcile commission revenue that
passes through all systems from point of entry to recognition within the general ledger; and testing any revenue that does not pass through all
systems to supporting documentation and understanding the nature and cause of each transaction; and
•
in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other
adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the
business rationale of any signicant transactions that are unusual or outside the normal course of business.
We also communicated relevant identied laws and regulations and potential fraud risks to all engagement team members including internal
specialists and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Report on other legal and regulatory requirements
12 Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies Act
2006.
In our opinion, based on the work undertaken in the course of the audit:
•
the information given in the Strategic Report and the Directors’ Report for the nancial year for which the nancial statements are prepared is
consistent with the Financial Statements; and
•
the strategic report and the Directors’ report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and the parent Company and their environment obtained in the course of the audit,
we have not identied any material misstatements in the Strategic Report or the Directors’ Report.
13 Corporate Governance Statement
The Listing Rules require us to review the Directors’ statement in relation to going concern, longer-term viability and that part of the Corporate
Governance Statement relating to the Group’s compliance with the provisions of the UK Corporate Governance Code specied for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance
Statement is materially consistent with the nancial statements and our knowledge obtained during the audit:
•
the Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any material
uncertainties identied set out on page 36;
•
the Directors’ explanation as to its assessment of the Group’s prospects, the period this assessment covers and why the period is appropriate
set out on page 45;
•
the Directors’ statement on fair, balanced and understandable set out on page 117;
•
the board’s conrmation that it has carried out a robust assessment of the emerging and principal risks set out on page 40;
•
the section of the annual report that describes the review of effectiveness of risk management and internal control systems set out on
page38; and
•
the section describing the work of the audit committee set out on page 88.
Auction Technology Group plc Annual Report 2022
126

FINANCIAL STATEMENTSSTRATEGIC REPORT
14 Matters on which we are required to report by exception
14.1 Adequacy of explanations received and accounting records
Under the Companies Act 2006 we are required to report to you if, in our opinion:
•
we have not received all the information and explanations we require for our audit; or
•
adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from
branches not visited by us; or
•
the parent Company Financial Statements are not in agreement with the accounting records and returns.
We have nothing to report in respect of these matters.
14.2 Directors’ remuneration
Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures of Directors’ remuneration have not been
made or the part of the Directors’ remuneration report to be audited is not in agreement with the accounting records and returns.
We have nothing to report in respect of these matters.
15 Other matters which we are required to address
15.1 Auditor tenure
Following the recommendation of the Audit Committee, we were appointed by the Board of Directors in 2014 to audit the nancial statements
for the year ending 30 September 2014 and subsequent nancial periods. The period of total uninterrupted engagement including previous
renewals and reappointments of the rm is nine years, covering the years ending 30 September 2014 to 30 September 2022.
15.2 Consistency of the audit report with the additional report to the Audit Committee
Our audit opinion is consistent with the additional report to the Audit Committee we are required to provide in accordance with ISAs (UK).
16 Use of our report
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our
audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an
auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than
the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
As required by the Financial Conduct Authority (FCA) Disclosure Guidance and Transparency Rule (DTR) 4.1.14R, these nancial statements
form part of the European Single Electronic Format (ESEF) prepared Annual Financial Report led on the National Storage Mechanism of the
UK FCA in accordance with the ESEF Regulatory Technical Standard (‘ESEF RTS’). This auditor’s report provides no assurance over whether the
annual nancial report has been prepared using the single electronic format specied in the ESEF RTS.
Kate Darlison, FCA (Senior statutory auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
London, United Kingdom
1 December 2022
Auction Technology Group plc Annual Report 2022
127
CORPORATE GOVERNANCE

Financial Statements
Consolidated Statement of Prot or Loss and
OtherComprehensive Income or Loss
for the year ended 30 September 2022
Note
Year
ended
30 September
2022
£000
Restated
Year
ended
30 September
2021
£000
Revenue 4,5 119,846 70,080
Cost of sales (40,101) (24,544)
Gross prot 79,745 45,536
Administrative expenses (63,646) (66,506)
Other operating income 718 346
Operating prot/(loss) 6 16,817 (20,624)
Finance income 8 2,127 12,660
Finance costs 8 (9,665) (17,078)
Net nance costs 8 (7,538) (4,418)
Prot/(loss) before tax 9,279 (25,042)
Income tax 9 (15,406) (2,322)
Loss for the year attributable to the equity holders of the Company (6,127) (27,364)
Other comprehensive income/(loss) for the year attributable to the equity holders of the Company
Items that may subsequently be transferred to prot and loss:
Foreign exchange differences on translation of foreign operations 86,126 (2,773)
Fair value loss arising on hedging instruments during the year 22 (16,173) –
Tax relating to these items 3,074 –
Other comprehensive income/(loss) for the year, net of income tax 73,027 (2,773)
Total comprehensive income/(loss) for the year attributable to the equity holders of the Company 66,900 (30,137)
Loss per share p p
Basic 10 (5.1) (31.0)
Diluted 10 (5.1) (31.0)
The above results are derived from continuing operations.
The notes on pages 132 to 170 are an integral part of these Consolidated Financial Statements.
The Consolidated Statement of Prot or Loss and Other Comprehensive Income or Loss for the year ended 30 September 2021 has been
restated as detailed in note 1.
Auction Technology Group plc Annual Report 2022
128

FINANCIAL STATEMENTSSTRATEGIC REPORT
Consolidated Statement of Financial Position
as at 30 September 2022
 Note
30 September
2022
£000
Restated
30 September
2021
£000
ASSETS
Non-current assets
Goodwill 12 488,978 141,160
Other intangible assets 12 246,475 68,077
Property, plant and equipment 13 526 379
Right of use assets 17 1,714 1,401
Deferred tax asset 19 – 366
Trade and other receivables 14 90 85
Total non-current assets 737,783 211,468
Current assets
Trade and other receivables 14 15,790 9,699
Tax asset 1,565 437
Cash and cash equivalents 15 51,817 397,451
Total current assets 69,172 407,587
Total assets 806,955 619,055
LIABILITIES
Non-current liabilities
Loans and borrowings 18 (149,862) (148,686)
Tax liabilities (1,074) (1,392)
Lease liabilities 17 (1,094) (775)
Deferred tax liabilities 19 (64,618) (9,260)
Total non-current liabilities (216,648) (160,113)
Current liabilities
Trade and other payables 16 (18,780) (17,310)
Loans and borrowings 18 (30,983) (353)
Tax liabilities (475) (1,168)
Lease liabilities 17 (746) (657)
Total current liabilities (50,984) (19,488)
Total liabilities (267,632) (179,601)
Net assets 539,323 439,454
EQUITY
Share capital 20 12 12
Share premium 20 235,903 235,903
Other reserve 20 238,385 238,385
Capital redemption reserve 20 5 5
Share option reserve 20 34,690 1,649
Foreign currency translation reserve 20 66,740 (3,213)
Retained losses (36,412) (33,287)
Total equity 539,323 439,454
The Consolidated Statement of Financial Position at 30 September 2021 has been restated as detailed in note 1.
The notes on pages 132 to 170 are an integral part of these Consolidated Financial Statements. The Consolidated Financial Statements were
approved by the Board of Directors on 1 December 2022 and signed on its behalf by:
John-Paul Savant Tom Hargreaves
Auction Technology Group plc Annual Report 2022
129
CORPORATE GOVERNANCE
Company registration number 13141124

Financial Statements
Consolidated Statement of Changes in Equity
for the year ended 30 September 2022
Share
capital
£000
Share
premium
£000
Other
reserve
£000
Capital
redemption
reserve
£000
Share
option
reserve
£000
Foreign
currency
translation
reserve
£000
Retained
losses
£000
Total equity
£000
1 October 2020 11 – 1,125 – 276 (440) (16,388) (15,416)
Loss for the year – – – – – – (27,364) (27,364)
Other comprehensive loss – – – – – (2,773) – (2,773)
Total comprehensive loss for the year
(restated see note 1) – – – – – (2,773) (27,364) (30,137)
Transactions with owners
Issue of ordinary shares as consideration for
a business combination, net of transaction
costs and tax 6 235,903 237,260 – – – – 473,169
Share buyback of ordinary shares, net of tax (5) – – 5 – – – –
Movement in equity-settled share-based
payments – – – – 1,373 – 10,401 11,774
Income tax relating to items taken directly to
equity – – – – – – 64 64
30 September 2021 (restated see note 1) 12 235,903 238,385 5 1,649 (3,213) (33,287) 439,454
Loss for the year – – – – – – (6,127) (6,127)
Other comprehensive income – – – – – 69,953 3,074 73,027
Total comprehensive income/(loss)
for the year – – – – – 69,953 (3,053) 66,900
Transactions with owners
Issue of options as consideration for a
business combination, net of transaction
costs and tax – – – – 28,346 – – 28,346
Movement in equity-settled share-based
payments – – – – 4,695 – 78 4,773
Income tax relating to items taken directly to
equity – – – – – – (150) (150)
30 September 2022 12 235,903 238,385 5 34,690 66,740 (36,412) 539,323
The Consolidated Statement of Changes in Equity at 30 September 2021 has been restated as detailed in note 1.
Auction Technology Group plc Annual Report 2022
130

FINANCIAL STATEMENTSSTRATEGIC REPORT
Consolidated Statement of Cash Flows
for the year ended 30 September 2022
Note
Year ended
30 September
2022
£000
Restated
Year ended
30 September
2021
£000
Cash ows from operating activities
Prot/(loss) before tax 9,279 (25,042)
Adjustments for:
Amortisation of acquired intangible assets 12 26,591 13,219
Amortisation of internally generated software 12 4,118 4,576
Depreciation of property, plant and equipment 13 280 228
Depreciation of right of use assets 17 920 743
Share-based payment expense 21 5,226 11,892
Finance income 8 (2,127) (12,660)
Finance costs 8 9,665 17,078
Operating cash ows before movements in working capital 53,952 10,034
Decrease/(increase) in trade and other receivables 304 (439)
(Decrease)/increase in trade and other payables (4,847) 6,271
Cash generated by operations 49,409 15,866
Income taxes paid (9,981) (6,090)
Net cash from operating activities 39,428 9,776
Cash ows from investing activities
Acquisition of subsidiaries, net of cash acquired 11 (358,763) (24,948)
Payment for internally generated software 12 (4,209) (1,956)
Payment for property, plant and equipment 13 (270) (149)
Payment of contingent consideration (20,946) –
Payment of deferred consideration 11 – (234)
Net cash used in investing activities (384,188) (27,287)
Cash ows from nancing activities
Payment of contingent consideration (1,222) (492)
Repayment of loans and borrowings (359) (108,956)
Repayment of preference shares – (117,716)
Proceeds from loans and borrowings – 176,639
Proceeds from the issue of preference shares – 714
Interest element of lease payments 17 (137) (74)
Capital element of lease payments 17 (959) (742)
Issue of new share capital, net of share issue costs – 473,158
Interest paid (7,283) (26,428)
Net cash (used in)/generated by nancing activities (9,960) 396,103
Cash and cash equivalents at beginning of the year 397,451 14,193
Net (decrease)/increase in cash and cash equivalents (354,720) 378,592
Effect of foreign exchange rate changes 9,086 4,666
Cash and cash equivalents at the end of the year 15 51,817 397,451
The Consolidated Statement of Cash Flows at 30 September 2021 has been restated as detailed in note 1.
Auction Technology Group plc Annual Report 2022
131
CORPORATE GOVERNANCE

Financial Statements
Notes to the Consolidated Financial Statements
1. Accounting policies
General information
Auction Technology Group plc (the “Company”) is a company
incorporated in the United Kingdom under the Companies Act.
The Company is a public company limited by shares and is registered
in England and Wales. The registered ofce of the Company is
TheHarlequin Building, 65 Southwark Street, London, SE1 0HR,
United Kingdom.
The principal activities of the Company and its subsidiaries (the
“Group”) and the nature of the Group’s operations are set out in
note25 and in the Strategic Report on pages 2 to 71.
Presentation currency
The Consolidated Financial Statements are presented in pounds
sterling which is the currency of the primary economic environment
inwhich the Group operates rounded to the nearest thousand.
Foreignoperations are included in accordance with policies set out
onpage 134.
Basis of preparation
The Consolidated Financial Statements consolidate those of the
Company and its subsidiaries (together referred to as the “Group”).
The parent Company accounts present information about the entity
and not about its Group.
On 31 December 2020, IFRS as adopted by the European Union
atthat date was brought into UK law and became UK-adopted
International Accounting Standards, with future changes being
subject to endorsement by the UK Endorsement Board. The Group
transitioned to UK-adopted International Accounting Standards in
itsCompany Financial Statements on 1 October 2021. This change
constitutes a change in accounting framework. However, there is
noimpact on recognition, measurement or disclosure in the period
reported as a result of the change in framework.
The Consolidated Financial Statements have been prepared and
approved by the Directors in accordance with UK-adopted International
Accounting Standards and with the requirements of the Companies
Act 2006. The Company has elected to prepare its parent Company
Financial Statements in accordance with Financial Reporting Standard
101 Reduced Disclosure Framework (“FRS 101”) and the Companies
Act 2006; these are presented on pages 171 to 175.
The Financial Statements have been prepared under the historical
cost convention, except for certain nancial instruments which have
been measured at fair value. All accounting policies set out below
have been applied consistently to all periods presented in these
Consolidated Financial Statements.
New and amended accounting standards effective during the year
The following amended standards and interpretations were effective
during the year:
•
Amendments to IFRS 16: Covid-19-Related Rent Concessions
beyond 30 June 2021.
•
Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16: Interest
Rate Benchmark Reform Phase 2.
The adoption of the standards and interpretations listed above has not
led to any changes to the Group’s accounting policies or had any other
material impact on the nancial position or performance of the Group.
New standards, interpretations and amendments issued but not yet
effective
The following new accounting standards, amendments and
interpretations to accounting standards have been issued but these
are not mandatory for 30 September 2022 and they have not been
adopted early by the Group:
•
Annual Improvements to IFRS Standards 2018-2020
•
Amendments to IAS 16: Property, Plant and Equipment: proceeds
before intended use
•
Amendments to IFRS 3: Business Combinations: reference to
conceptual framework
•
IFRS 17: Insurance Contracts
•
Amendments to IAS 1: Classication of liabilities as current and
non-current
•
IAS 37: Onerous Contracts: costs of fullling a contract
•
Amendments to IAS 1 and IFRS Practice Statement 2: disclosure of
accounting policies
•
Amendments to IAS 12: Deferred Tax related to assets and liabilities
arising from a single transaction
•
Amendments to IAS 8: Denition of accounting estimates
The Directors anticipate that the adoption of planned standards and
interpretations in future periods will not have a material impact on the
Consolidated Financial Statements of the Group.
Going concern
The Directors are required to assess going concern at each reporting
period. The Directors have undertaken the going concern assessment
for the Group for a minimum of 12 months from the date of signing
these nancial statements. The Directors have assessed the Group’s
prospects, both as a going concern and its longer-term viability as set
out on page 45. After considering the current nancial projections, the
bank facilities available and then applying severe but plausible
sensitivities, the Directors of the Company are satised that the Group
has sufcient resources for its operational needs and will remain in
compliance with the nancial covenants in its bank facilities for at
least the next 12 months from the date of approving these
Consolidated Financial Statements. The process and key judgements
in coming to this conclusion are set out below:
Liquidity
The Group entered into the Senior Facilities Agreement on 17 June
2021 which included the Senior Term Facility for $204.0m for the
acquisition of LiveAuctioneers. The Senior Term Facility was drawn
down in full on 30 September 2021 prior to completion of the
acquisition of LiveAuctioneers on 1 October 2021. The loan will be
due for repayment on 17 June 2026. At 30 September 2022 the loan
was subject to interest at a margin of 3% over US LIBOR. In addition
the Group has a multi-currency revolving credit working capital facility
(the “RCF”) for $49.0m. Any sums outstanding under the RCF will be
due for repayment on 17 June 2025, subject to the optionality of a
12-month extension. The facility has not been drawn down as at 30
September 2022. As at 30 September 2022 the Group has adjusted
net debt of £129.0m and is in a net current asset position.
Covenants
The Group is subject to covenant tests on the Senior Term Facility,
with the most sensitive covenant being the net leverage ratio covenant
(net debt: trailing 12-month adjusted EBITDA). The net leverage ratio
covenant is a maximum of 4.0x, which reduces to 3.5x in Q2 FY23
and3.0x in Q4 FY23. Under the base case forecasts and each of the
downside scenarios, including the combined downside scenario,
Auction Technology Group plc Annual Report 2022
132

FINANCIAL STATEMENTSSTRATEGIC REPORT
theGroup is forecast to be in compliance with the covenants and have
cash headroom, without applying mitigating actions which could be
implemented such as reducing capital expenditure spend. At 30
September 2022, the net leverage ratio was 2.2x compared to the limit
of 4.0x and therefore the Group was comfortably within the covenant.
Scenario planning
The Directors have undertaken the going concern assessment for the
Group, taking into consideration the Group’s business model, strategy,
and principal and emerging risks. As part of the going concern review
the Directors have reviewed the Group’s forecasts and projections,
assessed the headroom on the Group’s facilities and the banking
covenants. This has been considered under a base case and several
plausible but severe downside scenarios, taking into consideration the
Group’s principal risks and uncertainties. These scenarios include
signicant reduction in commission revenue due to THV reduction,
signicant reduction in commission revenue due to online share
decline and delay in the roll out of payments technology across the
Group. None of these scenarios individually or collectively threaten
the Group’s ability to continue as a going concern. Even in the
combined downside scenario modelled (the combination of all
downside scenarios occurring at once) the Group would be able to
operate within the level of its current available debt facilities and
covenants. Accordingly, the Directors continue to adopt the going
concern basis in preparing the Consolidated Financial Statements
forthe year ended 30 September 2022.
Climate change
In preparing the Consolidated Financial Statements management has
considered the impact of climate change, particularly in the context
ofthe disclosures included in the Strategic Report this year. These
considerations did not have a material impact on the nancial reporting
judgements and estimates, consistent with the assessment that climate
change is an emerging risk and not expected to have a signicant
impact on the Group’s going concern assessment to 30 September
2023 nor the viability of the Group over the next three years.
Restatements
Following the acquisition of LiveAuctioneers, a review was performed
to ensure that the functional currency of each subsidiary within the
Group had been correctly determined given the revised structure and
operations of the Group.
As a result of the review, the functional currency for all entities was
deemed to be the currency of the primary economic environment in
which the entities operate with no changes proposed, except for ATG
Media US Inc., Proxibid Bidco Inc., Platinum Parent Inc., Platinum
Intermediate Inc., Platinum Purchaser Inc. and LiveAuctioneers Inc.
The functional currency of these entities was deemed to be pound
sterling rather than US dollars. The LiveAuctioneer entities (Platinum
Parent Inc., Platinum Intermediate Inc., Platinum Purchaser Inc. and
LiveAuctioneers Inc.) have been translated into the new functional
currency, using the exchange rate at 1 October 2021, the date they
became part of the Group. As ATG Media US Inc. and Proxibid Bidco
Inc. were part of the Group previously a prior period adjustment is
required to be disclosed.
A restatement has been recognised for the year ending 30 September
2021 adjusting foreign currency translation reserves and nance
income by £2.3m. These changes have no impact on the adjusted
measures used as part of the Group’s alternative performance
measures. Treating the functional currency of ATG Media US Inc.
andProxibid Bidco Inc. as US dollar rather than pound sterling had
noimpact on the opening balance sheet as at 1 October 2020, and
assuch no opening balance sheet has been presented.
Below is a summary of the restatement, outlining the primary
statements and nancial statement line items impacted:

Reported
30 September
2021
£000
Change
£000
Restated
30 September
2021
£000
Consolidated Statement of Prot or Loss and
Other Comprehensive Income or Loss
Finance income 10,394 2,266 12,660
Net nance costs (6,684) 2,266 (4,418)
Loss before tax (27, 30 8) 2,266 (25,042)
Loss for the year attributable
to the equity holders of the
Company (29,630) 2,266 (27,36 4)
Foreign exchange differences
on translation of foreign
operations (507) (2,266) (2,773)
Other comprehensive loss for
the year, net of tax (507) (2,266) (2,773)
Basic and diluted earnings per
share (in pence) (33.6) 2.6 (31.0)
Consolidated Statement of Financial Position and
Consolidated Statement of Changes in Equity
Foreign currency translation
reserves (947) (2,266) (3,213)
Retained losses (35,553) 2,266 (33,287)
Basis of consolidation
The Consolidated Financial Statements consist of the nancial
statements of the ultimate parent Company and all entities controlled
by the Company.
Control is achieved where the Company has the power to govern the
nancial and operating policies of an investee entity, has the rights to
variable returns from its involvement with the investee and has the
ability to use its power to affect its returns. The results of subsidiaries
acquired or sold are included in the Consolidated Financial Statements
from the date on which control commences until the date on which
control ceases.
All intra-Group transactions, balances, income and expenses are
eliminated on consolidation.
Employee Benet Trust
The assets and liabilities of the Employee Benet Trust (“EBT”)
havebeen included in the Consolidated Financial Statements. Any
assets held by the EBT cease to be recognised on the Consolidated
Statement of Financial Position when the assets vest unconditionally
in identied beneciaries.
The costs of purchasing own shares held by the EBT are shown as a
deduction against equity. The proceeds from the sale of own shares
held increase equity. Neither the purchase nor sale of own shares
leads to a gain or loss being recognised in the Consolidated
Statement of Comprehensive Income.
Auction Technology Group plc Annual Report 2022
133
CORPORATE GOVERNANCE

1. Accounting policies continued
Business combinations
The Group uses the acquisition method of accounting to account for
business combinations. The consideration transferred by the Group to
obtain control of a subsidiary is calculated as the sum of the
acquisition date of assets transferred, liabilities incurred, and the equity
interests issued by the Group, which includes the fair value of any asset
or liability arising from a contingent consideration arrangement.
Acquisition costs are recognised in prot or loss as incurred.
At the acquisition date, the identiable assets acquired and the
liabilities assumed are recognised at their fair value at the acquisition
date, except that liabilities or equity instruments related to
share-based payment arrangements of the acquiree or share-based
payment arrangements of the Group entered into to replace
share-based payment arrangements of the acquiree are measured in
accordance with IFRS 2 at the acquisition date.
When the consideration transferred by the Group in a business
combination includes a contingent consideration arrangement, the
contingent consideration is measured at its acquisition-date fair value
and included as part of the consideration transferred in a business
combination. Changes in fair value of the contingent consideration
that qualify as measurement period adjustments are adjusted
retrospectively, with corresponding adjustments against goodwill.
Measurement period adjustments are adjustments that arise from
additional information obtained during the measurement period
(which cannot exceed one year from the acquisition date) about facts
and circumstances that existed at the acquisition date.
The subsequent accounting for changes in the fair value of the
contingent consideration that do not qualify as measurement period
adjustments depends on how the contingent consideration is
classied. Contingent consideration that is classied as equity is not
remeasured at subsequent reporting dates and its subsequent
settlement is accounted for within equity. Other contingent
consideration is remeasured to fair value at subsequent reporting
dates with changes in fair value recognised in prot or loss.
Identiable assets acquired and liabilities assumed are measured at
their acquisition date fair values.
Goodwill is stated after separate recognition of other identiable
intangible assets.
If the accounting for business combinations involves provisional
amounts, which are nalised in a subsequent reporting period during
the 12-month measurement period as permitted under IFRS 3,
restatement of these provisional amounts may be required in the
subsequent reporting period.
Foreign currency
Functional and presentational currency
The functional currency of Auction Technology Group plc and its
subsidiaries, other than the US holding companies, are measured
using the currency of the primary economic environment in which the
entity operates. The US holding companies including: ATG Media US
Inc., Proxibid Bidco Inc., Platinum Parent Inc., Platinum Intermediate
Inc., Platinum Purchaser Inc. and LiveAuctioneers Inc. have a
functional currency of pounds sterling. The Consolidated Financial
Statements are presented in pounds sterling.
Transactions and balances
Transactions denominated in foreign currencies are translated into the
functional currency at the exchange rates prevailing on the date of the
transaction. Monetary assets and liabilities denominated in foreign
currencies are translated into pounds sterling at the rates of exchange
at the reporting date. Gains and losses arising on foreign currency
borrowings, to the extent that they are used to provide a hedge against
the Group’s equity investments in overseas undertakings, are taken to
other comprehensive income together with the exchange difference
arising on the net investment in those undertakings. All other
exchange differences on monetary items are taken to prot and loss.
Group companies
On consolidation, the assets and liabilities of foreign operations are
translated into pounds sterling at the rate of exchange prevailing at
the reporting date and their statements of prot or loss are translated
at the average exchange rates for the year. Exchange differences
arising, if any, are recognised in other comprehensive income and
accumulated in a foreign exchange translation reserve. On disposal of
a foreign operation, the component of other comprehensive income
relating to that foreign operation is recognised in prot or loss.
Goodwill and fair value adjustments arising on the acquisition of a
foreign entity are treated as assets and liabilities of the foreign entity
and translated at the acquisition closing rate. This is then revalued at
the year-end rate with any foreign exchange difference taken directly
to the translation reserve.
Property, plant and equipment
Property, plant and equipment is stated at cost less accumulated
depreciation and impairment losses.
Cost includes the original purchase price of the asset and the costs
attributable to bringing the asset to its working condition for its
intended use.
Depreciation is charged to the Consolidated Statement of Prot or
Loss over the estimated useful lives of each part of an item of
property, plant and equipment. The Directors reassess the useful
economic lives and estimated residual values on an annual basis.
The estimated useful lives are as follows:
Leasehold improvements 3 to 7 years straight line
Computer equipment 3 to 5 years straight line
Fixtures and ttings 3 to 5 years straight line
The gain or loss arising on the disposal or retirement of an asset is
determined as the difference between the net sale proceeds and the
carrying amount of the asset and is recognised in the Consolidated
Statement of Prot or Loss.
Intangible assets
Identiable intangibles are those which can be sold separately, or which
arise from legal rights regardless of whether those rights are separable.
Goodwill
Goodwill is stated at cost less any accumulated impairment losses.
Goodwill is not amortised but is reviewed for impairment at least annually.
For the purpose of impairment testing, goodwill is allocated to each of
the Group’s cash-generating units (“CGUs”) expected to benet from
the synergies of the combination. CGUs to which goodwill has been
allocated are tested for impairment annually, or more frequently when
there is an indication that the unit may be impaired. If the recoverable
amount of the cash-generating unit is less than the carrying amount of
the unit, the impairment loss is allocated rst to reduce the carrying
amount of any goodwill allocated to the unit and then to the other
assets of the unit pro-rata on the basis of the carrying amount of each
asset in the unit. An impairment loss recognised for goodwill is not
reversed in a subsequent period.
Auction Technology Group plc Annual Report 2022
134
Financial Statements
Notes to the Consolidated Financial Statements
continued

FINANCIAL STATEMENTSSTRATEGIC REPORT
Internally generated intangible assets
Included within internally generated software are development costs
in relation to software which are capitalised when the related projects
meet the recognition criteria of an internally generated intangible
asset, the key criteria being as follows:
•
technical feasibility of the completed intangible asset has been
established;
•
it can be demonstrated that the asset will generate probable future
economic benets;
•
adequate technical, nancial and other resources are available to
complete the development;
•
the expenditure attributable to the intangible asset can be reliably
measured; and
•
management has the ability and intention to use or sell the asset.
These projects are designed to enhance the existing software within
the Group. Salaries associated with development time and directly
attributable overheads are capitalised within intangible assets.
The Group only capitalises internally generated costs from the
conguration and capitalisation of SaaS projects when it is able to
obtain economic benets from the activities independent from the
SaaS solution itself.
Expenditure on research activities is recognised as an expense in the
period in which it is incurred. Development costs recognised as assets
are amortised on a straight-line basis over their expected useful life.
Development expenditure is only amortised over the period the Group
is expected to benet and is subject to annual impairment testing.
Other intangible assets
Intangible assets acquired in a business combination and recognised
separately from goodwill are recognised initially at their fair value at
the acquisition date. Subsequent to initial recognition, intangible
assets acquired in a business combination are reported at cost less
accumulated amortisation and impairment losses.
Amortisation
Amortisation relating to capitalised software development costs is
recognised through cost of sales whilst amortisation in respect of
non-software intangibles is recognised through administrative
expenses. Amortisation is charged to the Consolidated Statement of
Prot or Loss on a straight-line basis over the estimated useful lives of
intangible assets unless such lives are indenite. The estimated
useful lives are as follows:
Software 3 to 10 years
Brand 5 to 15 years
Customer relationships 7 to 14 years
Non-compete agreement 4 years
The estimated useful life and amortisation method are reviewed at the
end of each reporting period, with the effect of any changes in
estimate being accounted for on a prospective basis.
Impairment of non-nancial assets (excluding goodwill)
At each reporting date, the Group reviews the carrying amounts of its
tangible and intangible assets to determine whether there is any
indication that those assets have suffered an impairment loss. If any
such indication exists, the recoverable amount of the asset is
estimated to determine the extent of the impairment loss (if any).
Where the asset does not generate cash ows that are independent
from other assets, the Group estimates the recoverable amount of the
CGU to which the asset belongs.
The recoverable amount is the higher of fair value less costs to sell
and value in use. In assessing value in use, the estimated future cash
ows are discounted to their present value using a pre-tax discount
rate that reects current market assessments of the time value of
money and the risks specic to the asset for which the estimates of
future cash ows have not been adjusted.
If the recoverable amount of an asset (or CGU) is estimated to be less
than its carrying amount, the carrying amount of the asset (or CGU) is
reduced to its recoverable amount. An impairment loss is recognised
immediately in prot or loss.
Where an impairment loss subsequently reverses, the carrying
amount of the asset (or CGU) is increased to the revised estimate of
its recoverable amount, but so that the increased carrying amount
does not exceed the carrying amount that would have been
determined had no impairment loss been recognised for the asset (or
CGU) in prior years. A reversal of an impairment loss is recognised
immediately in the Consolidated Statement of Prot or Loss to the
extent that it eliminates the impairment loss which has been
recognised for the asset in prior years.
Cash and cash equivalents, and restricted cash
Cash and cash equivalents include cash in hand, deposits held at call
with banks and other short-term highly liquid investments with original
maturities of three months or less.
Restricted cash
Restricted cash includes cash held by the Group which can only be
used to exchange or settle a specic liability in the future.
Financial instruments
Recognition, initial measurement and derecognition
Financial assets and nancial liabilities are recognised when the
Groupbecomes a party to the contractual provisions of the nancial
instrument and are measured initially at fair value adjusted by
transaction costs, except for those carried at fair value through prot or
loss which are measured initially at fair value. Subsequent measurement
of nancial assets and nancial liabilities is described below.
Financial assets are derecognised when the contractual rights to the
cash ows from the nancial asset expire, or when the nancial asset
and all substantial risks and rewards are transferred. A nancial liability is
derecognised when it is extinguished, discharged, cancelled or expires.
Classication and subsequent measurement of nancial assets
For the purpose of subsequent measurement, the Group classies its
nancial assets into the following categories: nancial assets at
amortised cost, nancial assets at fair value through prot or loss
(“FVTPL”) and nancial assets at fair value through other
comprehensive income (“FVTOCI”).
Financial assets at amortised cost
Financial assets at amortised cost are non-derivative nancial assets
with xed or determinable payments that are not quoted in an active
market. After initial recognition, these are measured at amortised cost
using the effective interest method, less provision for impairment.
Discounting is omitted where the effect of discounting is immaterial.
The Group’s cash and cash equivalents, trade and most other
receivables fall into this category of nancial instruments.
The Group recognises a loss allowance for expected credit losses
(“ECL”) on nancial assets that are measured at amortised cost. The
amount of expected credit losses is updated at each reporting date to
reect changes in credit risk since initial recognition of the respective
nancial instrument.
Auction Technology Group plc Annual Report 2022
135
CORPORATE GOVERNANCE

1. Accounting policies continued
The Group recognises lifetime ECL on trade receivables. The ECL on
these nancial assets are estimated using a provision matrix based
on the Group’s historical credit loss experience, adjusted for factors
that are specic to the receivables, general economic conditions and
an assessment of both the current as well as the forecast direction of
conditions at the reporting date, including time value of money where
appropriate.
All income and expenses relating to nancial assets that are
recognised in the Consolidated Statement of Prot or Loss are
presented within nance costs or nance income, except for
impairment of trade receivables which is presented within other
administrative expenses.
Classication and subsequent measurement of nancial liabilities
The Group’s nancial liabilities include borrowings and trade and
otherpayables.
Financial liabilities are measured at amortised cost using the effective
interest method, except for nancial liabilities held for trading or
designated at FVTPL, that are carried at fair value with gains or losses
recognised in the Consolidated Statement of Prot or Loss.
All interest-related charges and, if applicable, changes in an
instrument’s fair value that are reported in the Consolidated Statement
of Prot or Loss are included within nance costs or nance income.
Hedge accounting
The Group designates foreign currency loans as hedging instruments
in respect of foreign currency risk and hedges of net investments in
foreign operations. Hedges of foreign exchange risk on rm
commitments are accounted for as cash ow hedges.
At the inception of the hedge relationship, the Group documents the
relationship between the hedging instrument and the hedged item,
along with its risk management objectives and its strategy for
undertaking various hedge transactions. Furthermore, at the inception
of the hedge and on an ongoing basis, the Group documents whether
the hedging instrument is effective in offsetting changes in fair values
or cash ows of the hedged item attributable to the hedged risk,
which is when the hedging relationships meet all of the following
hedge effectiveness requirements:
•
there is an economic relationship between the hedged item and the
hedging instrument;
•
the effect of credit risk does not dominate the value changes that
result from that economic relationship; and
•
the hedge ratio of the hedging relationship is the same as that
resulting from the quantity of the hedged item that the Group
actually hedges and the quantity of the hedging instrument that the
Group actually uses to hedge that quantity of hedged item.
If a hedging relationship ceases to meet the hedge effectiveness
requirement relating to the hedge ratio but the risk management
objective for that designated hedging relationship remains the same,
the Group adjusts the hedge ratio of the hedging relationship (i.e.
rebalances the hedge) so that it meets the qualifying criteria again.
Hedge accounting is discontinued when the hedging instrument
expires or is sold, terminated or exercised, or no longer qualies for
hedge accounting. Gains and losses accumulated in the foreign
currency translation reserve are included in the Consolidated
Statement of Prot or Loss on disposal of the foreign operation.
Revenue recognition
The Group recognises revenue when it has transferred the promised
services to customers in an amount that reects the consideration to
which they expect to be entitled in exchange for those services.
Marketplace revenues
Marketplace revenues include commissions (based on a percentage of
the price of items sold at auction), auction fees (both pay-as-you-go and
subscription based), auction-related services and payment processing.
Commission fees
The Group recognises commission fees as an agent on the basis that
there is no contractual relationship with the end-consumer of goods
sold at auction and the Group will receive its commission irrespective
of whether the end-consumer makes its payment to the auction house.
The commission element of both subscription and pay-as-you-go
contracts (see below) is based on the value of the items sold at
auction and as such is subject to inherent uncertainty and cannot be
estimated reliably in advance. The Group has determined that it is not
possible to make a reliable estimate of the commissions that will be
earned under a particular contract and as such the commission
element of auction revenue is not recognised until the auction has
completed and the revenue value is known.
Auction fees
Contracts will typically specify an event (pay-as-you-go) or period of
time during which the auction house may host a number of events
(subscription) as well as other auction-related services.
Auction fees sold under subscription-based contracts, in which the
performance obligation is the provision of access to the technology
platform and any auction-related services specied in the contract for
that period of time, are recognised straight-line over the term of the
contract. This recognition reects the fact that the contract allows for
continuous usage of the technology platform and its functionality
together with any auction-related services.
Auction fees sold under pay-as-you-go contracts result in a performance
obligation that is satised by providing access for the duration of that
specic auction. As auctions typically complete within one to three days,
the Group recognises revenue on completion of the auction.
Auction-related services
Auction-related services include mirrored bidding, customer support,
buy-it-now functionality, online cataloguing and the provision of personnel
to operate the auction. These contracts are deemed to represent a single
performance obligation, on the basis that the customer could not benet
from the auction-related services without also having access to the
auction platform, and therefore are not distinct performance obligations.
Payment processing
Payments is an optional service if customers have elected to have
payments processed for winning auctions via the Payments feature.
The payment processing fee, which is recognised at a point in time
when the collected payment is remitted to the seller, is based on the
agreed commission rate applied to the payment processed. The Live.
Payments service is a distinct performance obligation based on the
capability of being separately identied (optional service) and
providing the customer a service that can be used on its own.
The revenue recognised is the full fees received on the payment
process as the Group is acting as principal in the payment process.
The Group has primary responsibility for fullling the service to the
customer and has sole discretion in establishing the prices. The
expenses for the fees paid to the other parties involved in the process
is recognised separately within cost of sales.
Digital marketing and advertising
Marketing revenues are principally derived from banner advertising
and fees generated from email campaigns. Revenue is recognised in
line with the satisfaction of the campaign objectives (i.e. at the point
that the campaign emails are sent or over the period that the banner
is provided on the website).
Auction Technology Group plc Annual Report 2022
136
Financial Statements
Notes to the Consolidated Financial Statements
continued

FINANCIAL STATEMENTSSTRATEGIC REPORT
Auction services revenues
For back-ofce and software technology products, auction revenues
sold under subscription-based contracts, in which the performance
obligation is the provision of access to the technology platform and
any auction-related services specied in the contract for that period
of time, are recognised straight-line over the term of the contract. This
recognition reects the fact that the contract allows for continuous
usage of the technology platform and its functionality together with
any auction-related services.
Auction revenues sold under pay-as-you-go contracts result in a
performance obligation that is satised by providing access for the
duration of that specic auction. As auctions typically complete
withinone to three days, the Group recognises revenue on completion
of the auction.
Content-related services
Content-related services primarily include print and digital advertising
revenues and subscriptions to the Antiques Trade Gazette.
The Group identied one performance obligation for print advertising
services which is to include the advert in a particular edition of the
Antiques Trade Gazette. The performance obligation is satised and
revenue is recognised at the point that the magazine is published. Where
the advert is featured in a number of editions, the performance obligation
is satised over the period that the advertisement is featured. Revenue is
recognised evenly over the period that the advertisement is featured.
For magazine subscriptions, customers receive a specied number of
editions during the subscription period. Revenue is recognised evenly
over the subscription period.
Contract balances
Timing of revenue recognition may differ from the timing of invoicing
to customers. Contract assets represent revenue recognised prior to
invoicing when it has satised its performance obligation and has the
unconditional right to payment.
Contract liabilities consist of fees received related to unsatised
performance obligations at the end of the period.
Taxation
Tax on the prot or loss for the year comprises current and deferred tax.
Tax is recognised in the Consolidated Statement of Prot or Loss
except to the extent that it relates to items recognised directly in
equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year,
using tax rates and laws enacted or substantively enacted at the reporting
date, and any adjustment to tax payable in respect of previous years.
Deferred tax is provided on temporary differences between the
carrying amounts of assets and liabilities for nancial reporting
purposes and the amounts used for taxation purposes. The following
temporary differences are not provided for: the initial recognition of
goodwill; the initial recognition of assets or liabilities that affect
neither accounting nor taxable prot other than in a business
combination; and differences relating to investments in subsidiaries to
the extent that they will probably not reverse in the foreseeable future.
The amount of deferred tax provided is based on the expected
manner of realisation or settlement of the carrying amount of assets
and liabilities, using tax rates and laws enacted or substantively
enacted at the reporting date. A deferred tax asset is recognised only
to the extent that it is probable that future taxable prots will be
available against which the asset can be utilised.
The carrying amounts of deferred tax assets are reviewed at each
reporting date.
Employee benets
Short-term benets
Short-term employee benet obligations are measured on an
undiscounted basis and are expensed as the related service is
provided. A provision is recognised for the amount expected to be
paid under short-term cash bonus or prot-sharing plans if the Group
has a present legal or constructive obligation to pay this amount as a
result of past service provided by the employee and the obligation can
be estimated reliably.
Dened contribution plans
Obligations for contributions to dened contribution pension plans are
recognised as an expense in the Consolidated Statement of Prot or
Loss as incurred.
Share-based payments
The Group measures the cost of services received in exchange for
share options based on the grant‐date fair value of the award and
recognises the cost over the period of required service for the award.
The Group accounts for awards of shares to employees as share‐
based compensation as they vest with a corresponding credit to
reserve for share-based payments. The fair value of options is
calculated using an option pricing model.
The number of options expected to vest is reviewed and adjusted at
the end of each reporting period such that the amount recognised for
services received as consideration for the equity instruments granted
shall be based on the number of equity instruments that eventually
vest. Upon the exercise of share options, any proceeds received from
share option holders are recorded as an increase to share capital.
Leases
The Group’s leases predominantly relate to property, mainly ofces,
however the Group’s lease portfolio also includes other assets such
as motor vehicles and computer equipment.
The Group recognises all leases on the Consolidated Statement of
Financial Position, apart from in cases where the lease is for a period of
less than 12 months or is for an asset with a low value. Low-value and
short-term leases continue to be charged to the Consolidated Statement
of Prot and Loss on a straight-line basis over the period of the lease.
Lease liabilities are recognised at the present value of future lease
payments, determined using the implicit interest rate in the lease where
available, or using an incremental borrowing rate appropriate to the
subsidiary and lease term where an implicit interest rate is not available
or appropriate. A corresponding right of use asset is recognised,
equivalent to the value of the lease liability, which is depreciated in a
straight line over the shorter of the useful economic life of the asset and
the lease term. The depreciation is recognised as an administrative
expense within overheads. The unwinding of the discount on the
present value of the lease liability is recognised as a nance charge
over the lease term. Rent payments are used to reduce the lease liability
and are disclosed as debt repayments in the Consolidated Statement of
Cash Flows. Lease terms include any options to extend when it is
reasonably certain that the extension will be taken.
Lease liabilities are remeasured when there is a change in future lease
payments arising from a change in an index or rate, a change in the
estimate of the amount expected to be payable under a residual value
guarantee, or as appropriate, changes in the assessment of whether a
purchase or extension option is reasonably certain to be exercised or
a termination option is reasonably certain not to be exercised.
Auction Technology Group plc Annual Report 2022
137
CORPORATE GOVERNANCE

2. Signicant judgements and key sources of estimation uncertainty
The preparation of the Group’s Consolidated Financial Statements requires the use of certain judgements, estimates and assumptions that
affect the reported amounts of assets, liabilities, income and expenses.
Estimates and judgements are evaluated continually, and are based on historical experience and other factors, including expectations of future
events that are believed to be reasonable under the circumstances.
Key estimation uncertainties are the key assumptions concerning the future and other key sources of estimation uncertainty at the reporting
date that may have a signicant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next period.
Changes in accounting estimates may be necessary if there are changes in the circumstances on which the estimates were based, or as a
result of new information or more experience.
Signicant judgements are those that the Group has made in the process of applying the Group’s accounting policies and that have the most
signicant effect on the amounts recognised in the nancial statements.
Signicant judgements and key sources of estimation uncertainty are provided below:
Estimates
Impairment of goodwill
At least on an annual basis, or if there is an impairment indicator, management performs a review of the carrying values of goodwill and
intangible assets. This requires an estimate of the value in use of the cash-generating unit (“CGU”) to which the goodwill and intangible assets
are allocated. To estimate the value in use, management estimates the expected future cash ows from the CGU and discounts them to their
present value at a determined discount rate, which is appropriate for the country where the goodwill and intangible assets are allocated to.
Forecasting expected cash ows and selecting an appropriate discount rate inherently requires estimation. Sensitivity analysis has been
performed over the estimates (see note 12). The resulting calculation is sensitive to the assumptions in respect of future cash ows, the
discount rate and long-term growth rate applied. Management considers that the assumptions made represent their best estimate of the future
cash ows generated by the CGUs, and that the discount rate and long-term growth rate used is appropriate given the risks associated with the
specic cash ows.
Judgements
LiveAuctioneers consideration
The Group acquired LiveAuctioneers on 1 October 2021 for total consideration of £404.0m. Please see note 11 for further details. Judgement
was required in determining whether the rollover options and restricted stock units granted, predominantly to management should be classied
as consideration or remuneration for post-combination services. The indicators under IFRS 3 were reviewed for each of these elements. One of
the key indicators under IFRS 3 leading to management’s conclusion the elements should be treated as consideration is that none of the
shareholders, including management, are required to continue in employment for the options and restricted stock units to vest.
Goodwill and other intangible assets arising from business combinations
The purchase price of an acquired company is allocated between intangible assets and the net tangible assets of the acquired business with
the residual amount of the purchase price recorded as goodwill. The determination of the value of the intangible assets requires signicant
judgements and estimates to be made by the Directors. These judgements can include, but are not limited to, the cash ows that an asset is
expected to generate in the future and the appropriate weighted average cost of capital. Of the intangibles acquired, the customer relationship
balances are especially sensitive to changes in assumptions around discount rates and customer attrition rates (see note 11).
At the date of a business combination, goodwill is required to be allocated to the appropriate CGUs and may only be reallocated in limited
circumstances. Additions to goodwill for LiveAuctioneers is allocated on a split of 80% and 20% between A&A and I&C respectively. The
allocation was calculated based on the net present value of segment contribution margin from the roll out of the payments platform.
Judgement is also required in determining appropriate useful economic lives (“UEL”) of the intangible assets arising from business
combinations. Management makes this judgement on an asset class basis and has determined that contracts with customers have a UEL of
seven to 14 years; brands have a UEL of ve to 15 years; software has a UEL of three to 10 years; and non-compete agreements have a UEL of
four years.
Functional currency of subsidiaries
Following the acquisition of LiveAuctioneers, a review was performed to ensure that the functional currency of each subsidiary within the Group
had been correctly determined given the revised structure and operations of the Group. When assessing the functional currency against the
requirements and guidance of IAS 21 ”The Effects of Changes in Foreign Exchange Rates” there is an element of judgement required, in
particular for intermediate holding entities.
As a result of the review, the functional currency for all entities was deemed to be the currency of the primary economic environment in which
the entities operate with no changes proposed, except for ATG Media US Inc., Proxibid Bidco Inc., Platinum Parent Inc., Platinum Intermediate
Inc., Platinum Purchaser Inc. and LiveAuctioneers Inc. The functional currency of these entities was deemed to be pound sterling rather than US
dollars. As ATG Media US Inc. and Proxibid Bidco Inc. were part of the Group previously a prior period adjustment is required to be disclosed
(see note 1).
Auction Technology Group plc Annual Report 2022
138
Financial Statements
Notes to the Consolidated Financial Statements
continued

FINANCIAL STATEMENTSSTRATEGIC REPORT
3. Alternative performance measures
The Group uses a number of alternative performance measures (“APMs”) in addition to those measures reported in accordance with IFRS.
Such APMs are not dened terms under IFRS and are not intended to be a substitute for any IFRS measure. The Directors believe that the APMs
are important when assessing the ongoing nancial and operating performance of the Group and do not consider them to be more important
than, or superior to, their equivalent IFRS. The APMs improve the comparability of information between reporting periods by adjusting for
factors such as one-off items and the timing of acquisitions.
The APMs are used internally in the management of the Group’s business performance, budgeting and forecasting, and for determining
Executive Directors’ remuneration and that of other management throughout the business. The APMs are also presented externally to meet
investors’ requirements for further clarity and transparency of the Group’s nancial performance. Where items of prot or cost are being
excluded in an APM, these are included elsewhere in our reported nancial information as they represent actual income or costs of the Group.
Other commentary within the Annual Report and Accounts (CFO’s Review pages 32 to 36), should be referred to in order to fully appreciate all
the factors that affect the Group.
Net nance costs for the year ended 30 September 2021 have been restated as detailed in note 1.
Adjusted EBITDA
Adjusted EBITDA is the measure used by the Directors to assess the trading performance of the Group’s businesses and is the measure of
segment prot.
Adjusted EBITDA represents prot/(loss) before taxation, nance costs, depreciation and amortisation, share-based payment expense and
exceptional operating items. Adjusted EBITDA at segment level is consistently dened but excludes central administration costs including
Directors’ salaries.
The following table provides a reconciliation from prot/(loss) before tax to adjusted EBITDA:

Year
ended
30 September
2022
£000
Restated
Year
ended
30 September
2021
£000
Prot/(loss) before tax 9,279 (25,042)
Adjustments for:
Net nance costs (note 8) 7,538 4,418
Amortisation of acquired intangible assets (note 12) 26,591 13,219
Amortisation of internally generated software (note 12) 4,118 4,576
Depreciation of property, plant and equipment (note 13) 280 228
Depreciation of right of use assets (note 17) 920 743
Share-based payment expense (note 21) 5,226 11,892
Exceptional operating items – 21,765
Adjusted EBITDA 53,952 31,799
The following table provides the calculation of adjusted EBITDA margin which represents adjusted EBITDA divided by revenue:

Year
ended
30 September
2022
£000
Year
ended
30 September
2021
£000
Reported revenue (note 4,5) 119,846 70,080
Adjusted EBITDA 53,952 31,799
Adjusted EBITDA margin 45% 45%
The basis for treating these items as adjusting is as follows:
Share-based payment expense
The Group has issued share awards to employees and Directors: at the time of IPO; for the acquisition of LiveAuctioneers; and operates several
employee share schemes. The share-based payment expense is a signicant non-cash charge driven by a valuation model which references
the Group’s share price. As the Group is still early in its life cycle as a newly listed business the expense is distortive in the short term and is not
representative of the cash performance of the business. In addition as the share-based payment expense include signicant charges related to
the IPO and LiveAuctioneers acquisition, it is not representative of the Group’s steady state operational performance.
Auction Technology Group plc Annual Report 2022
139
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

3. Alternative performance measures continued
Exceptional operating items
The Group applies judgement in identifying signicant items of income and expenditure that are disclosed separately from other administrative
expenses as exceptional where, in the judgement of the Directors, they need to be disclosed separately by virtue of their nature or size in order
to obtain a clear and consistent presentation of the Group’s ongoing business performance. Such items could include, but may not be limited to,
listing costs associated with the IPO, costs associated with business combinations, gains and losses on the disposal of businesses, signicant
reorganisation or restructuring costs and impairment of goodwill and acquired intangible assets. Any item classied as an exceptional item will
be signicant and not attributable to ongoing operations and will be subject to specic quantitative and qualitative thresholds set by and
approved by the Directors prior to being classied as exceptional.
The exceptional operating items are detailed below:

Year
ended
30 September
2022
£000
Year
ended
30 September
2021
£000
Acquisition costs – (13,323)
Listing costs – (8,442)
Total exceptional operating items – (21,765)
There were no exceptional operating items for the year ended 30 September 2022.
For the year ended 30 September 2021, the Group’s exceptional operating costs are in respect of listing costs of the IPO and the acquisition
costs predominantly relating to the acquisition of LiveAuctioneers Group and Auction Mobility LLC (see note 11).
The business has undertaken focused acquisitive activity which has been strategically implemented to increase income, service range and
critical mass of the Group. Acquisition costs comprise legal, professional and other consultancy expenditure incurred. The net cash outow
related to exceptional operating items in the year is £4.0m (30 September 2021: £19.1m).
Adjusted earnings and adjusted diluted earnings per share
Adjusted earnings excludes share-based payment expense, exceptional items (operating and nance), amortisation of acquired intangible
assets, and any related tax effects.
The following table provides a reconciliation from loss after tax to adjusted earnings:

Year
ended
30 September
2022
£000
Restated
Year
ended
30 September
2021
£000
Loss attributable to equity shareholders of the Company (6,127) (27, 36 4)
Adjustments for:
Amortisation of acquired intangible assets 26,591 13,219
Exceptional nance items (221) (7,918)
Share-based payment expense 5,226 11,892
Exceptional operating items – 21,765
Deferred tax on unrealised foreign exchange differences 15,899 –
Tax on adjusted items (5,254) (2,394)
Adjusted earnings 36,114 9,200
Auction Technology Group plc Annual Report 2022
140
Financial Statements
Notes to the Consolidated Financial Statements
continued

FINANCIAL STATEMENTSSTRATEGIC REPORT
 Number Number
Reported weighted average number of shares 120,364,831 88,248,037
Adjustment for: weighted average effect of shares issued in the period up to and including the IPO – 11,751,963
Adjusted weighted average number of shares in issue 120,364,831 100,000,000
Weighted average number of shares held by the Trust (61,741) (622)
Effect of dilutive share options 2,138,826 128,106
Number of ordinary shares and dilutive options 122,441,916 100,127, 4 84
p p
Adjusted diluted earnings per share (pence) 29.5 9.2
The basis for treating these items not already dened above as adjusting is as follows:
Amortisation of acquired intangible assets including software acquired through business combinations
The amortisation of acquired intangibles arises from the purchase consideration of a number of separate acquisitions. These acquisitions are
portfolio investment decisions that took place at different times and are items in the Consolidated Statement of Financial Position that relate to
M&A activity rather than the trading performance of the business. The calculation for the year ending 30 September 2021 has been restated to
include an adjustment of £3.4m for acquired software intangible assets as well as customer relationships, brands and non-compete
agreements. This is due to a change in policy.
Exceptional nance items
Exceptional nance items include foreign exchange differences arising on the revaluation of the foreign currency loans, intercompany and cash
held on escrow (restricted cash), movements in contingent consideration and costs incurred on the early repayment of loan costs. These
exceptional nance items are excluded from adjusted earnings to provide readers with helpful additional information on the performance of the
business across periods because it is consistent with how the business performance is reported and assessed by the Board.
Deferred tax on unrealised foreign exchange differences
In calculating the adjusted tax rate, the Group excludes the potential future impact of the deferred tax effects on unrealised foreign exchange
differences arising on intercompany. The unrealised foreign exchange differences were not recognised in the Group’s prot for the year due to
differences in the functional currency basis under tax and accounting rules for the US holding entities.
Tax on adjusted items
Tax on adjusted items includes the tax effect of acquired intangible amortisation, exceptional (operating and nance items) and share-based
payment expense. In calculating the adjusted tax rate, the Group excludes the potential future impact of the deferred tax effects on deductible
goodwill and intangible amortisation (other than internally generated software), as the Group prefers to give users of its accounts a view of the
tax charge based on the current status of such items. Deferred tax would only crystallise on a sale of the relevant businesses, which is not
anticipated at the current time, and such a sale, being an exceptional item, would result in an exceptional tax impact.
Adjusted number of ordinary shares for FY21
The adjusted number of ordinary shares for 30 September 2021 reects the number of shares in issue at IPO adjusted for the dilutive effect
from non-vested/non-exercised ordinary shares granted after the IPO through Long Term Incentive Plan awards to the Executive Directors and
other senior management.
Auction Technology Group plc Annual Report 2022
141
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

3. Alternative performance measures continued
Proforma revenue
The Group has made certain acquisitions that have affected the comparability of the Group’s results. To aid comparisons between FY22 and
FY21 in the CFO’s Review, the prior year results have been presented to include the full year results as if the acquisition of LiveAuctioneers and
Auction Mobility had occurred on 1 October 2020. In addition, proforma revenue is stated at constant exchange rates with the prior year
comparatives being restated using current year exchange rates. This measure is presented as a means of eliminating the effects of exchange
rate uctuations on the year-on-year reported results. Refer to the glossary on page 176 for the full denition.
The following table provides a reconciliation of proforma revenue from reported results for the year ended 30 September 2021:
Unaudited
Year ended
30 September
2021
£000
Reported revenue 70,080
Acquisition related adjustment 31,725
Constant currency adjustment 6,100
Proforma revenue 107,905
Adjusted net (debt)/cash
Adjusted net (debt)/cash comprises external borrowings net of arrangement fees, cash and cash equivalents and allows management to
monitor the indebtedness of the Group. Adjusted net (debt)/cash excludes lease liabilities and cash held in escrow (restricted cash).
30 September
2022
£000
30 September
2021
£000
Cash and cash equivalents excluding restricted cash (note 15) 51,817 173,675
Current loans and borrowings (note 18) (30,983) (353)
Non-current loans and borrowings (note 18) (149,862) (148,686)
Total loans and borrowings (180,845) (149,039)
Adjusted net (debt)/cash (129,028) 24,636
Adjusted free cash ow and adjusted free cash ow conversion
Adjusted free cash ow represents cash ow from operations less capitalised development costs, which include development costs in relation
to software that are capitalised when the related projects meet the recognition criteria under IAS 38 “Intangible Assets” for an internally
generated intangible asset. Movement in working capital is adjusted for balances relating to exceptional items. The Group monitors its
operational efciency with reference to operational cash conversion, dened as adjusted free cash ow as a percentage of adjusted EBITDA.
The Group uses adjusted cash ow measures for the same purpose as adjusted prot measures, in order to assist readers of the accounts in
understanding the operational performance of the Group. The two measures used are adjusted free cash ow and adjusted free cash ow
conversion.
Year
ended
30 September
2022
£000
Year
ended
30 September
2021
£000
Adjusted EBITDA 53,952 31,799
Cash generated by operations 49,409 15,866
Adjustments for:
Exceptional operating items – 21,765
Working capital from exceptional and other items 4,983 (5,098)
Additions to internally generated software (note 12) (4,209) (1,956)
Additions to property, plant and equipment (note 13) (270) (149)
Adjusted free cash ow 49,913 30,428
Adjusted free cash ow conversion (%) 92.5% 95.7%
Auction Technology Group plc Annual Report 2022
142
Financial Statements
Notes to the Consolidated Financial Statements
continued

FINANCIAL STATEMENTSSTRATEGIC REPORT
4. Operating segments
The operating segments reect the Group’s management and internal reporting structure, which is used to assess both the performance of the
business and to allocate resources within the Group. The assessment of performance and allocation of resources is focused on the category of
customer for each type of activity.
The Board has determined an operating management structure aligned around the four core activities of the Group. LiveAuctioneers, which
was acquired in the year, has been allocated to the Arts & Antiques segment.
The four operating segments are as follows:
•
Art & Antiques (“A&A”) auction revenues: focused on offering auction houses that specialise in the sale of arts and antiques access to the
platforms the-saleroom.com, liveauctioneers.com and lot-tissimo.com. A signicant part of the Group’s services is provision of the platform
as a marketplace for the A&A auction houses to sell their goods. The segment also generates earnings through additional services such as
marketing income and the liveauctioneers.com payments platform. The Group contracts with customers predominantly under service
agreements, where the number of auctions to be held and the service offering differs from client to client.
•
Industrial & Commercial (“I&C”) auction revenues: focused on offering auction houses that specialise in the sale of industrial and
commercial goods and machinery access to the platforms BidSpotter.com, BidSpotter.co.uk and proxibid.com, as well as i-bidder.com for
consumer surplus and retail returns. A signicant part of the Group’s services is provision of the platform as a marketplace for the I&C
auction houses to sell their goods. The segment also generates earnings through additional services such as marketing income. The Group
contracts with customers predominantly under service agreements, where the number of auctions to be held and the service offering differs
from client to client.
•
Auction Services: includes revenues from the Group’s auction house back-ofce products with Auction Mobility and other white label
products including Wavebid.com.
•
Content: focused on the Antiques Trade Gazette paper and online magazine. The business focuses on two streams of income: selling
subscriptions to the Gazette and selling advertising space within the paper and online. The Directors have disclosed information required by
IFRS 8 for the Content segment despite the segment not meeting the reporting threshold.
There are no undisclosed or other operating segments.
An analysis of the results for the year by reportable segment is as follows:
Year ended 30 September 2022
A&A
£000
I&C
£000
Auction
Services
£000
Content
£000
Centrally
allocated
costs
£000
Total
£000
Revenue 55,279 52,775 8,636 3,156 – 119,846
Adjusted EBITDA (see note 3 for denition
andreconciliation) 45,777 45,629 6,090 1,089 (44,633) 53,952
Amortisation of intangible assets (note 12) (18,504) (10,931) (1,274) – – (30,709)
Depreciation of property, plant and equipment (note 13) (87) (176) (6) (11) – (280)
Depreciation of right of use assets (note 17) (475) (381) (13) (51) – (920)
Share-based payment expense (note 21) (1,848) (893) (3) – (2,482) (5,226)
Operating prot/(loss) 24,863 33,248 4,794 1,027 (47,115) 16,817
Net nance costs (note 8) – – – – (7,538) (7,538)
Prot/(loss) before tax 24,863 33,248 4,794 1,027 (54,653) 9,279
Auction Technology Group plc Annual Report 2022
143
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

4. Operating segments continued
Year ended 30 September 2021 (restated)
A&A
£000
I&C
£000
Auction
Services
£000
Content
£000
Centrally
allocated
costs
£000
Total
£000
Revenue 16,203 43,695 7,129 3,053 – 70,080
Adjusted EBITDA (see note 3 for denition and
reconciliation) 13,938 37,897 5,276 1,063 (26,375) 31,799
Amortisation of intangible assets (note 12) (4,307) (12,321) (1,167) – – (17,795)
Depreciation of property, plant and equipment (note 13) (53) (160) (6) (9) – (228)
Depreciation of right of use assets (note 17) (259) (410) (17) (57) – (743)
Share-based payment expense (note 21) (1,415) (3,276) (61) – (7,140) (11,892)
Exceptional operating items (note 3) – – (1,107) – (20,658) (21,765)
Operating prot/(loss) 7,904 21,730 2,918 997 (54,173) (20,624)
Net nance costs (note 8) – – – – (4,418) (4,418)
Prot/(loss) before tax 7,9 0 4 21,730 2,918 997 (58,591) (25,042)
Net nance costs for the year ended 30 September 2021 have been restated as detailed in note 1.
Segment assets which exclude deferred tax assets are measured in the same way as in the nancial statements. These assets are allocated
based on the operations of the segment and the physical location of the asset.
30 September 2022 30 September 2021
Total
non-current
assets
£000
Additions
to non-current
assets
£000
Total
non-current
assets
£000
Additions
to non-current
assets
£000
A&A 506,484 395,683 50,433 1,714
I&C 199,504 58,829 133,320 715
Auction Services 31,704 201 27,218 29,511
Content 91 15 131 10
737,783 454,728 211,102 31,950
The Group has taken advantage of paragraph 23 of IFRS 8 “Operating Segments” and does not provide segmental analysis of net assets as this
information is not used by the Directors in operational decision-making or monitoring of business performance.
Auction Technology Group plc Annual Report 2022
144
Financial Statements
Notes to the Consolidated Financial Statements
continued

FINANCIAL STATEMENTSSTRATEGIC REPORT
5. Revenue
Year
ended
30 September
2022
£000
Year
ended
30 September
2021
£000
Product and customer types
A&A 55,279 16,203
I&C 52,775 43,695
Auction Services 8,636 7,12 9
Content 3,156 3,053
119,846 70,080
Primary geographical markets
United Kingdom 18,539 18,901
North America 97,765 47,773
Germany 3,542 3,406
119,846 70,080
Timing of transfer of goods and services
Point in time 110,539 62,142
Over time 9,307 7,938
119,846 70,080
The Group has recognised the following assets and liabilities related to contracts with customers:
30 September
2022
£000
30 September
2021
£000
1 October
2020
£000
Contract assets 837 597 784
Contract liabilities 1,783 1,367 575
Auction Technology Group plc Annual Report 2022
145
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

6. Operating prot/(loss)
Operating prot/(loss) is stated after charging/(crediting) the following:
Year
ended
30 September
2022
£000
Year
ended
30 September
2021
£000
Employment costs (note 7) 35,725 33,234
Amortisation of intangible assets (note 12)
– Acquired intangible assets 26,591 13,219
– Internally generated software 4,118 4,576
Depreciation of property, plant and equipment (note 13) 280 228
Depreciation of right of use assets (note 17) 920 743
Exceptional operating items (note 3) – 21,765
Net exchange differences (56) –
The total remuneration of the Group auditor and its afliates for services to the Group is analysed below:
Year
ended
30 September
2022
£000
Year
ended
30 September
2021
£000
Fees payable for the Group’s annual nancial statements 628 537
Fees payable for assurance services:
– Interim review 100 100
Total audit fees 728 637
Non-audit assurance services 365 4,990
Total non-audit fees 365 4,990
Total auditor’s remuneration 1,093 5,627
In FY21 the costs in relation to other non-audit assurance services have been incurred in respect of fees associated with acquisitions and the
IPO. The non-audit fees for FY22 related to a review of the closing balance sheet of LiveAuctioneers. These have been included as exceptional
operating items (see note 3).
Auction Technology Group plc Annual Report 2022
146
Financial Statements
Notes to the Consolidated Financial Statements
continued

FINANCIAL STATEMENTSSTRATEGIC REPORT
7. Staff costs and numbers
Staff costs for the year were as follows:
Year
ended
30 September
2022
£000
Year
ended
30 September
2021
£000
Wages and salaries 27,665 19,318
Social security costs 2,259 1,666
Pension costs 575 358
Share-based payment expense (note 21) 5,226 11,892
Total employment costs 35,725 33,234
The monthly average number of employees (including Executive Directors) by function:
Year
ended
30 September
2022
Number
Year
ended
30 September
2021
Number
Management 10 9
Administrative employees 48 39
Operational employees 284 195
Average number of employees 342 243
Auction Technology Group plc Annual Report 2022
147
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

8. Net nance costs
Year
ended
30 September
2022
£000
Restated
Year
ended
30 September
2021
£000
Foreign exchange gain 2,070 11,189
Interest income 57 9
Movements in contingent consideration – 1,462
Finance income 2,127 12,660
Interest on loans and borrowings (7,214) (8,071)
Movements in contingent consideration (1,849) –
Interest on lease liabilities (137) (65)
Interest payable on preference shares – (6,328)
Amortisation of nance costs (465) (2,614)
Finance costs (9,665) (17,078)
Net nance costs (7,538) (4,418)
Net nance costs for the year ended 30 September 2021 have been restated as detailed in note 1.
9. Taxation
Year
ended
30 September
2022
£000
Year
ended
30 September
2021
£000
Current tax
Current tax on prot/(loss) for the year 11,395 4,566
Adjustments in respect of prior years (903) (40)
Total current tax 10,492 4,526
Deferred tax
Current year 6,328 (3,039)
Adjustments from change in tax rates (564) 1,299
Adjustments in respect of prior years (850) (464)
Deferred tax 4,914 (2,204)
Tax expense 15,406 2,322
Auction Technology Group plc Annual Report 2022
148
Financial Statements
Notes to the Consolidated Financial Statements
continued

FINANCIAL STATEMENTSSTRATEGIC REPORT
9. Taxation continued
The tax on the Group’s prot/(loss) before tax differs from the theoretical amount that would arise using the standard tax rate applicable to
prots of the Group as follows:
Year
ended
30 September
2022
£000
Restated
Year
ended
30 September
2021
£000
Prot/(loss) before tax 9,279 (25,042)
Tax at United Kingdom tax rate of 19% (2021: 19%) 1,763 (4,758)
Tax effect of:
Expenses not deductible for tax purposes – 6,839
Additional items deductible for tax purposes (1,649) –
Differences in overseas tax rates (1,317) 283
Deferred tax on unrealised foreign exchange difference 15,899 –
Foreign exchange difference not deductible/(taxable) for tax purposes 3,027 (431)
Deferred tax not recognised – (381)
Adjustment to tax charge in respect of deferred tax arising on acquisition – (25)
Adjustments from change in tax rates (564) 1,299
Adjustments in respect of prior years (1,753) (504)
Tax expense 15,406 2,322
For the year ended 30 September 2022, additional items deductible for tax purposes include restricted stock units granted on acquisition of
LiveAuctioneers which vested within the year, research and development credits and US state tax deductions. Deferred tax on unrealised
foreign exchange difference and foreign exchange difference not deductible/(taxable) arise due to differences in the functional currency basis
under tax and accounting rules for the US holding entities. The unrealised foreign exchange differences were not recognised in the Group’s
prot before tax giving rise to the permanent difference. Adjustments from change in tax rates are due to increases in the blended US rate for
both federal and state taxes.
For the year ended 30 September 2021, expenses not deductible for tax purposes include interest on preference shares incurred up to the
Group’s IPO.
The Group’s tax affairs are governed by local tax regulations in the UK, US and Germany. Given the uncertainties that could arise in the
application of these regulations, judgements are often required in determining the tax that is due. Where management is aware of potential
uncertainties in local jurisdictions, that are judged more likely than not to result in a liability for additional tax, a provision is made for
management’s best estimate of the liability, determined with reference to similar transactions and third-party advice. This provision at 30
September 2022 amounted to £1.1m (2021: £1.4m).
Factors that may affect future tax charges
The UK Budget on 3 March 2021 announced an increase in the UK corporation tax rate from 19% to 25% with effect from 1 April 2023. As it has
been substantively enacted at the balance sheet date, the effect of the rate increase on deferred tax is reected in the Consolidated Financial
Statements. The current tax expense for the year would have been £1.9m if the expected increased rate of corporation tax at 25% for the UK
entities had applied.
Tax recognised in other comprehensive income and equity:
Year
ended
30 September
2022
£000
Year
ended
30 September
2021
£000
Other comprehensive income
Income tax 3,074 –
Equity
Deferred tax (150) 64
Tax recognised in other comprehensive income includes income tax on the Group’s net investment hedge. Deferred tax directly recognised in
equity relates to share-based payments.
Auction Technology Group plc Annual Report 2022
149
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

10. Loss per share
Loss per share is calculated by dividing the loss for the year attributable to ordinary shareholders by the weighted average number of ordinary
shares outstanding during the year, after excluding the weighted average number of non-vested ordinary shares.
Diluted loss per share is calculated by dividing the loss for the year attributable to ordinary shareholders by the weighted average number of
ordinary shares including non-vested/non-exercised ordinary shares. During the year and prior year, the Group awarded conditional share
awards to Directors and certain employees through an LTIP (see note 21). The non-vested/non-exercised ordinary shares are anti-dilutive given
the loss for the year and are therefore excluded from the weighted average number of ordinary shares for the purpose of diluted earnings per
share calculation.
Year
ended
30 September
2022
£000
Restated
Year
ended
30 September
2021
£000
Loss attributable to equity shareholders of the Company (6,127) (27, 36 4)
Number Number
Weighted average number of shares 120,364,831 88,248,037
Weighted average number of shares held by the Employee Benet Trust (61,741) (622)
Weighted average number of shares 120,303,090 8 8 ,247,415
Dilutive share options 2,138,826 128,106
Diluted weighted average number of shares 122,441,916 88,375,521
p p
Basic loss per share (5.1) (31.0)
Diluted loss per share (5.1) (31.0)
11. Business combinations
Business combinations for the year ended 30 September 2022
Acquisition of Platinum Parent Inc. (“LiveAuctioneers”)
On 1 October 2021, the Group acquired 100% of the equity share capital of LiveAuctioneers. LiveAuctioneers is the provider of a curated online
marketplace focused on the North American A&A segment, designed for live auctions of collectibles, antiques and ne art. The purpose of the
acquisition was to further strengthen the Group’s presence in the US and expand its A&A segment and accelerate the Group’s build out of an
online auction ecosystem that will benet all stakeholders via the addition of an integrated payments solution.
Consideration
The maximum consideration payable of £404.7m ($543.9m), comprised:
•
upfront cash consideration of £358.8m ($482.2m);
•
rollover options and restricted stock units in Auction Technology Group plc in exchange for share options previously held in LiveAuctioneers’
parent company, Platinum Parent Inc., for the value of £27.3m ($36.7m); and
•
contingent consideration of up to a maximum £18.6m ($25.0m), subject to the performance of LiveAuctioneers against certain targets for the
year ending 31 December 2021.
Management calculated the fair value of the contingent consideration based on the expected forecasts for the earn-out period and discounted
using the acquisition’s internal rate of return, resulting in a liability of £17.9m ($24.0m). The targets were met in full and cash contingent
consideration of £18.0m was paid during the year ended 30 September 2022. Payments for the fair value of contingent consideration at
acquisition date are presented in the Consolidated Statement of Cash Flows within cash ows from investing activities. Payments for the
changes in the fair value of contingent consideration since acquisition date are presented within cash ows from nancing activities. Exchange
differences to reserves were recorded within foreign exchange differences on translation of foreign operations in the Consolidated Statement of
Comprehensive Income or Loss. The unwinding of discount of £0.7m is reported as a nance cost in the Consolidated Statement of Prot or
Loss.
Purchase price allocation
Management assessed the fair value of the acquired assets and liabilities as part of the purchase price allocation (“PPA”). This was prepared on
a provisional basis and disclosed in the Group’s Condensed Consolidated Financial Statements for the six months ended 31 March 2022 and
subsequently nalised in the second half of FY22.
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150
Financial Statements
Notes to the Consolidated Financial Statements
continued

FINANCIAL STATEMENTSSTRATEGIC REPORT
The fair values of the assets and liabilities following the nalisation of the purchase price allocation are set out below:
Book
value
£000
Fair value
adjustments
£000
Final
fair value
£000
Acquired intangible assets – software 8,133 16,361 24,494
Acquired intangible assets – customer relationships 27,053 92,970 120,023
Acquired intangible assets – brand 2,275 19,182 21,457
Internally generated software 1,820 – 1,820
Property, plant and equipment 88 – 88
Right of use assets 959 – 959
Trade receivables and other receivables 3,974 – 3,974
Income tax receivable/(payable) 194 (644) (450)
Trade and other payables (4,733) (1,784) (6,517)
Lease liabilities (1,063) – (1,063)
Deferred tax liabilities (11,287) (30,865) (42,152)
Net assets on acquisition 27,413 95,220 122,633
Goodwill (note 12) 281,341
Total consideration 403,974
Consideration satised by:
Initial cash consideration 288,524
Debt amounts settled 70,239
Fair value of equity interest 27,322
Contingent consideration – cash 16,865
Contingent consideration – equity 1,024
403,974
Net cash ow arising on acquisition:
Initial cash consideration 288,524
Debt amounts settled 70,239
358,763
Intangible assets
Intangible assets represent customer relationships, auction technology platform, payment technology and brand for which amortisation of
£13.4m has been charged for the year ended 30 September 2022. The intangible assets will be amortised over their respective expected useful
economic lives: customer relationships of 14 years, auction technology platform of 10 years, payment technology of ve years and brand of 15
years. Of the intangibles acquired, the customer relationship balances are especially sensitive to changes in assumptions around discount rates
and customer attrition rates. A 1% change in the customer attrition rate results in a £12.0m change in the valuation.
Deferred tax
The fair value adjustment to the deferred tax liabilities of £30.9m relates to the deferred tax liability recognised on the acquired intangible asset and
the tax effect of the other fair value adjustments.
Other fair value adjustments
During the measurement period, the Group nalised the valuation of onerous contracts and costs not accrued. Adjustments were made to the
provisional PPA resulting in an increase in trade and other payables of £1.8m and income tax payable of £0.6m. The fair value of the assets
acquired includes gross trade receivables of £4.1m. At acquisition date, the Group’s best estimate of trade receivables expected not to be
collected amounted to £0.3m.
Goodwill
Goodwill arises as a result of the surplus of consideration over the fair value of the separately identiable assets acquired. The main reason
leading to the recognition of goodwill is the future economic benets arising from assets which are not capable of being individually identied
and separately recognised; these include the value of future technology including the rollout of the payments platform to the wider Group,
synergies expected to be realised post acquisition, new customer relationships and the fair value of the assembled workforce within the
business acquired. Goodwill deductible for tax purposes amounts to £18.1m.
Acquisition costs of £nil (30 September 2021: £12.0m) directly related to the business combination have been immediately expensed to the
Consolidated Statement of Prot or Loss as part of administrative expenses and included within exceptional items (see note 3). Between 1
October 2021 and 30 September 2022, LiveAuctioneers contributed £38.7m to Group revenues and a prot before tax of £5.0m.
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STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

11. Business combinations continued
Business combinations for the year ended 30 September 2021
Acquisition of Auction Mobility LLC
On 16 October 2020, the Group acquired 100% of the equity share capital of Auction Mobility LLC for a total maximum consideration of $43.3m
(equivalent to £33.4m), comprising upfront cash consideration of $33.0m (equivalent to £25.4m), deferred consideration of $0.3m (equivalent
to £0.2m) and contingent consideration of up to a maximum $10.0m (equivalent to £7.7m), subject to the performance of the acquired company
against certain targets. Auction Mobility provides a customised auction software platform, a leading white label app and web developer, for
auction houses. The purpose of the acquisition was to further strengthen the Group’s presence in the US.
At acquisition, the Directors calculated the fair value of the contingent consideration expected to be paid, based on a weighted average
probability model, resulting in a liability of £3.9m. The key inputs to the model were revenue growth assumptions and percentage probability
weightings applied to forecast earn-out cash ows.
At the date of acquisition, Auction Mobility LLC had net assets with a fair value of $13.8m (equivalent to £10.6m). The acquisition accounting is
set out below.
Final
fair value
£000
Intangible assets – software 2,786
Intangible assets – customer relationships 6,094
Intangible assets – brand 371
Intangible assets – non-compete agreement 1,286
Trade receivables 462
Other debtors and prepayments 647
Cash and cash equivalents 476
Trade payables (129)
Accruals and contract liabilities (1,389)
Net assets on acquisition 10,604
Goodwill (note 12) 18,972
Total consideration 29,576
Consideration satised by:
Cash consideration 25,424
Contingent consideration (note 16) 3,918
Deferred consideration 234
29,576
Net cash outow arising on acquisition:
Cash consideration 25,424
Less: cash and cash equivalents balances acquired (476)
24,948
Goodwill arises as a result of the surplus of consideration over the fair value of the separately identiable assets acquired. The main reason
leading to the recognition of goodwill is the future economic benets arising from assets which are not capable of being individually identied
and separately recognised; these include the value of the assembled workforce within the business acquired. All the goodwill recognised is
expected to be deductible for income tax purposes.
Acquisition costs of £1.1m directly related to the business combination were immediately expensed to the Consolidated Statement of Prot or
Loss as part of administrative expenses and included within exceptional items (see note 2).
The fair value of the assets acquired includes gross trade receivables of £0.5m which were expected to be fully recoverable.
The Group’s contingent consideration as at 30 September 2021 amounted to £2.3m. The Group regularly performs a review of the ongoing
businesses to assess the impact of the fair value of the contingent consideration. The change of £1.5m (2020: nil) in these fair values was
reported as nance income in the Consolidated Statement of Prot or Loss. Exchange differences to reserves were recorded within foreign
exchange differences on translation of foreign operations in the Consolidated Statement of Comprehensive Prot or Loss.
Between 16 October 2020 and 30 September 2021, Auction Mobility LLC contributed £5.8m to Group revenues and a prot of £0.2m for the
year ended 30 September 2021. If the acquisition had occurred on 1 October 2020, Group revenue would have been £70.3m and Group loss
before tax would have been £27.3m.
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Financial Statements
Notes to the Consolidated Financial Statements
continued

FINANCIAL STATEMENTSSTRATEGIC REPORT
12. Goodwill and other intangible assets
Software
£000
Customer
relationships
£000
Brand
£000
Non-
compete
agreement
£000
Total
acquired
intangible
assets
£000
Internally
generated
software
£000
Goodwill
£000
Total
£000
Cost
1 October 2020 9,373 54,429 11,283 – 75,085 9,894 124,023 209,002
Acquisition of business (note 11) 2,786 6,094 371 1,286 10,537 – 18,972 29,509
Additions – – – – – 1,956 – 1,956
Exchange differences (214) (706) (228) (50) (1,198) (365) (1,835) (3,398)
30 September 2021 11,945 59,817 11,426 1,236 84,424 11,485 141,160 237,069
Acquisition of business (note 11) 24,494 120,023 21,457 – 165,974 1,820 281,341 4 49,135
Additions – – – – – 4,209 – 4,209
Exchange differences 5,953 27,966 5,493 260 39,672 2,118 66,477 108,267
30 September 2022 42,392 207,806 38,376 1,496 290,070 19,632 488,978 798,680
Amortisation and impairment
1 October 2020 1,961 4,717 628 – 7,306 2,843 – 10,149
Amortisation 3,422 8,246 1,258 293 13,219 4,576 – 17,795
Exchange differences (7) (16) (6) 4 (25) (87) – (112)
30 September 2021 5,376 12,947 1,880 297 20,500 7,332 – 27,832
Amortisation 6,118 17,4 36 2,736 301 26,591 4,118 – 30,709
Exchange differences 924 2,023 477 106 3,530 1,156 – 4,686
30 September 2022 12,418 32,406 5,093 704 50,621 12,606 – 63,227
Net book value
1 October 2020 7,412 49,712 10,655 – 67,779 7, 051 124,023 198,853
30 September 2021 6,569 46,870 9,546 939 63,924 4,153 141,160 209,237
30 September 2022 29,974 175,400 33,283 792 239,449 7,026 488,978 735,453
Intangible assets, other than goodwill, have a nite life and are amortised over their expected useful lives at the rates set out in the accounting
policies in note 1.
Impairment assessment
The goodwill and intangibles attributed to each of the Group’s cash-generating units (CGUs) and groups of CGUs are assessed for impairment
at least annually or more frequently where there are indicators of impairment. The Group tests for impairment of goodwill at the operating
segment level representing an aggregation of CGUs, the level at which goodwill is monitored by management. No CGU or group of CGUs is
larger than an operating segment as dened by IFRS 8 “Operating Segments” before aggregation. The recoverable amount for CGU groups has
been determined on a value in use basis (“VIU”).
The table below sets out the carrying values of goodwill and other acquired intangible assets allocated to each CGU at 30 September 2022
along with the pre-tax discount rates applied to the risk-adjusted cash ow forecasts and the long-term growth rate.
30 September
2022
£000
30 September
2021
£000
Valuation
method
Long-term
growth rate
Pre-tax
discount
rate
A&A 304,282 32,742 VIU 3% 13.4%
I&C 162,615 90,179 VIU 3% 13.4%
Auction Services 22,081 18,239 VIU 3% 12.1%
Total goodwill 488,978 141,160
When testing for impairment, recoverable amounts for all of the Group’s CGUs and groups of CGUs are measured at their value in use by
discounting the future expected cash ows from the assets in the CGUs. These calculations use cash ow projections based on Board
approved budgets and approved plans. While the Group prepares a ve-year plan, levels of uncertainty increase as the planning horizon
extends. The Group’s plan focuses more closely on the next three years, however for the purposes of the impairment testing the ve-year
forecasts are used as we do not anticipate the long-term growth rate to be achieved until after this time.
Auction Technology Group plc Annual Report 2022
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STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

12. Goodwill and other intangible assets continued
The key assumptions and estimates used for value in use calculations are summarised as follows:
Assumption Approach
Risk-adjusted cash
ows
are determined by reference to the budget for the year following the balance sheet date and forecasts for the following
four years, after which a long-term perpetuity growth rate is applied. The most recent nancial budget approved by the
Board has been prepared after considering the current economic environment in each of the Group’s markets. These
projections represent the Directors’ best estimate of the future performance of these businesses.
Long-term growth
rates
are applied after the forecast period. These are based on external reports on long-term GDP growth rates for the main
markets in which each CGU operates. Therefore, these do not exceed the long-term average growth rates for the
individual markets.
Pre-tax discount
rates
are derived from the post-tax weighted average cost of capital (“WACC”) which has been calculated using the capital
asset pricing model. They are weighted based on the geographical area in which the CGU group’s revenue is generated.
The assumptions used in the calculation of the WACC are benchmarked to externally available data and they represent
the Group’s current market assessment of the time value of money and risks specic to the CGUs. Movements in the
pre-tax discount rates for CGUs since the year ended 30 September 2021 are driven by changes in market-based inputs.
Any unsystematic risk on the CGUs has been inherently built into the cash ows of each of the CGUs and therefore no
additional element of risk has been included in the discount rates used at 30 September 2022.
Sensitivity analysis
At 30 September 2022 under the impairment assessments prepared there is no impairment required. However, both the A&A and Auction Services
CGUs have limited headroom and are very sensitive to a movement in any one of the key assumptions. Management have therefore performed
sensitivity analysis based on reasonably possible scenarios including increasing the discount rates and reducing the CAGR on the future forecast
cash ows, both of which are feasible given the current future uncertainty of macro-economics.
For the A&A CGU, under the base case there is headroom of £28.0m at 30 September 2022. For the recoverable amount to fall to the carrying value, the
discount rate would need to be increased to 13.9% from 13.4%, the long-term growth rate reduced to 2.2% from 3.0%, or the CAGR from FY22 on the
ve-year future forecast cash ows reduced by one percentage point. With an uncertain macroeconomic outlook, it is difcult to model the precise
impact on business performance at this time but should there be an economic downturn the A&A segment is likely to be impacted in the short term due
to reduced sales and margins but it would then be expected to return to higher growth in later years. Management has modelled a scenario where A&A
CGU revenue declines 4% in both FY23 and FY24, resulting in a cumulative decrease of 8% with a return to steeper growth from FY25 to FY27. Given the
Group can pull levers to reduce discretional spend, management has modelled that 33% of the revenue lost can be regained through cost savings (which
would maintain the Group’s gross prot margin at c.66%). The overall impact on the ve-year adjusted EBITDA CAGR is a reduction of 2%. A potential
increase of 1% in discount rate or a reasonable worst-case increase of 2% in the discount rate and 2% reduction in ve-year CAGR growth rate could result
in an impairment in the range of £59.0m to £96.0m.
For the I&C CGU, under the base case there is headroom of £355.8m and there is no realistic change of assumption that would cause the CGU’s
carrying amount to exceed its recoverable amount.
For Auction Services with a headroom of £1.7m for the recoverable amount to fall to the carrying value, the discount rate would need to be
increased to 12.6% from 12.1%, the long-term growth rate reduced to 2.3% from 3.0%, or the CAGR on the cash ows reduced by three
percentage points. Auction Services is particularly sensitive to the long-term growth rate and discount rate applied. An increase of 1% in the
discount rate and 1% reduction in the long-term growth rate could result in an impairment of £3.6m.
Auction Technology Group plc Annual Report 2022
154
Financial Statements
Notes to the Consolidated Financial Statements
continued

FINANCIAL STATEMENTSSTRATEGIC REPORT
13. Property, plant and equipment
Land and buildings
leasehold
£000
Computer
equipment
£000
Fixtures, ttings
and equipment
£000
Total
£000
Cost
1 October 2020 249 286 110 645
Additions 16 95 38 149
Exchange differences (20) (11) (4) (35)
30 September 2021 245 370 144 759
Acquisition of business (note 11) 56 – 32 88
Additions 3 253 14 270
Disposals – (208) – (208)
Exchange differences 221 202 181 604
30 September 2022 525 617 371 1,513
Accumulated depreciation
1 October 2020 37 89 41 167
Charge for the year 73 138 17 228
Exchange differences (8) (6) (1) (15)
30 September 2021 102 221 57 380
Charge for the year 102 140 38 280
Disposals – (208) – (208)
Exchange differences 205 173 157 535
30 September 2022 409 326 252 987
Net book value
1 October 2020 212 197 69 478
30 September 2021 143 149 87 379
30 September 2022 116 291 119 526
There is no material difference between the property, plant and equipment’s historical cost values as stated above and their fair value equivalents.
Auction Technology Group plc Annual Report 2022
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STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

14. Trade and other receivables
30 September
2022
£000
30 September
2021
£000
Current
Trade receivables 12,660 6,744
Less: loss provision (846) (503)
11,814 6,241
Other debtors and prepayments 3,139 2,861
Contract assets 837 597
15,790 9,699
Non-current
Other debtors and prepayments 90 85
15,880 9,784
The Group applies the IFRS 9 “Financial Instruments” simplied approach to measuring expected credit losses using a lifetime expected credit loss
provision for trade receivables and contract assets. To measure expected credit losses on a collective basis, trade receivables and contract assets are
grouped based on similar credit risk and ageing. The contract assets have similar risk characteristics to the trade receivables for similar types of
contracts. The expected loss model incorporates current and forward-looking information on macroeconomic factors affecting the Group’s customers.
The average credit period on sales is 30 days after the invoice has been issued. No interest is charged on outstanding trade receivables. At
30September 2022 (2021: nil) there were no customers who owed in excess of 10% of the total trade debtor balance.
The ageing of trade receivables at 30 September was:
2022 2021
Gross
£000
Loss provision
£000
Expected loss
rate
%
Gross
£000
Loss provision
£000
Expected loss
rate
%
Within 30 days 11,385 259 2% 5,728 23 –
Between 30 and 60 days 461 93 20% 336 6 2%
Between 60 and 90 days 249 99 40% 149 34 23%
Over 90 days 565 395 70% 531 440 83%
30 September 12,660 846 7% 6,744 503 7%
The movement in the loss provision during the year was as follows:
Year
ended
2022
£000
Year
ended
2021
£000
1 October 503 458
Arising on acquisition 277 –
Increase in loss allowance recognised in Consolidated Statement of Prot or Loss 226 174
Uncollectable amounts written off (290) (111)
Exchange differences 130 (18)
30 September 846 503
Trade receivables and contract assets are written off where there is no reasonable expectation of recovery. Indicators that there is no
reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the Group, and a failure
to make contractual payments for a period of greater than 120 days past due.
Impairment losses on trade receivables and contract assets are presented as net impairment losses within operating prot. Subsequent
recoveries of amounts previously written off are credited against the same line item. The carrying amount of trade and other receivables
approximates to their fair value. The total amount of trade receivables that were past due but not impaired were £0.3m (2021: £0.2m).
Auction Technology Group plc Annual Report 2022
156
Financial Statements
Notes to the Consolidated Financial Statements
continued

FINANCIAL STATEMENTSSTRATEGIC REPORT
15. Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand and cash held in escrow.
The carrying amount of these assets approximates to their fair value.
30 September
2022
£000
30 September
2021
£000
Cash in bank 51,817 173,675
Cash held in escrow – 223,776
51,817 397,451
Cash in bank includes cash of £2.4m (2021: £2.4m) held by the Trustee of the Group’s Employee Benet Trust relating to pre-IPO share awards
for employees. These funds are restricted and are not available to circulate within the Group on demand.
As a result of the capital raising on 17 June 2021, the cash, net of transaction fees associated with the acquisition and nancing of
LiveAuctioneers was transferred to an escrow account. The funds held at 30 September 2021 were restricted and are not available to circulate
within the Group on demand. The funds were released on 1 October 2021 for the acquisition of LiveAuctioneers (see note 11).
16. Trade and other payables
30 September
2022
£000
30 September
2021
£000
Current
Trade payables 2,375 931
Payroll tax and other statutory liabilities 5,133 2,810
Contingent consideration – 2,794
Accruals 9,489 9,408
Contract liabilities 1,783 1,367
18,780 17,310
The carrying amount of trade and other payables classied as nancial liabilities at amortised cost approximates to their fair value.
Contingent consideration comprises liabilities contingent on the future performance of acquired businesses held at fair value and deferred
consideration payable at a set amount in the future. These liabilities are remeasured each period and the remeasurement is recognised in the
Consolidated Statement of Prot or Loss. During the year ended 30 September 2022, contingent consideration increased by £17.9m for the
acquisition of LiveAuctioneers (note 11), fair value adjustment/unwinding of discount of £1.8m reported as a nance cost (note 8) and foreign
exchange differences of £0.7m on translation of foreign operations reported in the Consolidated Statement of Other Comprehensive Income or
Loss. All contingent consideration was settled during the year ended 30 September 2022 in cash of £22.2m and equity of £1.0m.
Auction Technology Group plc Annual Report 2022
157
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

17. Leases
The Group leases assets including property, motor vehicles and computer equipment.
The weighted average incremental borrowing rate contracted in 2022 was 6.6% (2021: 5.2%).
Land and
buildings
leasehold
£000
Computer
equipment
£000
Motor vehicles
£000
Total
£000
Right of use assets
1 October 2020 1,519 397 8 1,924
Additions 336 – – 336
Modication (79) – – (79)
Depreciation charge for the year (522) (214) (7) (743)
Exchange differences (17) (20) – (37)
30 September 2021 1,237 163 1 1,401
Acquisition of business (note 11) 959 – – 959
Additions 67 – – 67
Depreciation charge for the year (752) (167) (1) (920)
Exchange differences 200 7 – 207
30 September 2022 1,711 3 – 1,714
Lease liabilities
1 October 2020 1,538 420 6 1,964
Additions 336 – – 336
Modication (88) – – (88)
Interest charge for the year 60 13 1 74
Lease payments (575) (234) (7) (816)
Exchange differences (18) (20) – (38)
30 September 2021 1,253 179 – 1,432
Acquisition of business (note 11) 1,063 – – 1,063
Additions 67 – – 67
Interest charge for the year 132 5 – 137
Lease payments (909) (187) – (1,096)
Exchange differences 231 6 – 237
30 September 2022 1,837 3 – 1,840
Current 743 3 – 746
Non-current 1,094 – – 1,094
30 September 2022 1,837 3 – 1,840
Auction Technology Group plc Annual Report 2022
158
Financial Statements
Notes to the Consolidated Financial Statements
continued

FINANCIAL STATEMENTSSTRATEGIC REPORT
The charge recognised in the Consolidated Statement of Prot or Loss for the year was as follows:
Year
ended
30 September
2022
£000
Year
ended
30 September
2021
£000
Depreciation charge (920) (743)
Interest charge including net gain on modication (137) (65)
(1,057) (808)
The non-cancellable lease rentals are payable as follows:
30 September
2022
£000
30 September
2021
£000
Within 1 year 881 747
Between 1 and 2 years 408 467
Between 2 and 5 years 556 114
Over 5 years – –
1,845 1,328
At 30 September 2021 and 2022, there were no non-cancellable commitments relating to short-term leases or low-value lease commitments.
18. Loans and borrowings
The carrying amount of loans and borrowings classied as nancial liabilities at amortised cost approximates to their fair value.
30 September
2022
£000
30 September
2021
£000
Current
Secured bank loan 30,983 –
Unsecured loan notes – 353
30,983 353
Non-current
Secured bank loan 149,862 148,686
149,862 148,686
180,845 149,039
The Group entered into a Senior Facilities Agreement on 17 June 2021 which included:
•
a senior term loan facility (the “Senior Term Facility”) for $204.0m for the acquisition of LiveAuctioneers. The Senior Term Facility was drawn
down in full on 30 September 2021 prior to completion of the acquisition of LiveAuctioneers on 1 October 2021. The loan will be due for
repayment on 17 June 2026; and
•
a multi-currency revolving credit working capital facility (the “Revolving Credit Facility”) for $49.0m. Under the terms of the facility, the
Revolving Credit Facility was extended during the year ended 30 September 2022. Any sums outstanding under the Revolving Credit Facility
will be due for repayment on 17 June 2025, subject to the optionality of a further 12-month extension. The facility had not been drawn down
as at 30 September 2022.
The Senior Facilities Agreement contains an adjusted net leverage covenant which tests the ratio of adjusted net debt against adjusted EBITDA
and an interest cover ratio which tests the ratio of adjusted EBITDA against net nance charges, in each case as at the last date of each
nancial quarter, commencing with the nancial quarter ending 30 September 2021. The Group has complied with the nancial covenants of its
borrowing facilities during the year ended 30 September 2022.
On 10 October 2022, a prepayment of $43.7m was paid on the Senior Term Facility. In the absence of any other prepayments, the next
scheduled repayment would be $8.7m on 31 March 2024.
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STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

18. Loans and borrowings continued
The movements in loans and borrowings are as follows:
30 September
2022
£000
30 September
2021
£000
1 October 149,039 214,603
Repayment of loans and borrowings (359) (108,956)
Repayments of preference shares – (117,716)
Proceeds from loans and borrowings – 176,639
Proceeds from the issue of preference shares – 714
Accrued interest and amortisation of nance costs 7,679 16,953
Repayment of interest (7,283) (26,388)
Exchange differences 31,769 (6,810)
30 September 180,845 149,039
The currency prole of the loans and borrowings is as follows:
30 September
2022
£000
30 September
2021
£000
US dollar 180,845 149,039
The weighted average interest charge (including early repayment fees and amortised cost written off) for the year is as follows:
Year
ended
30 September
2022
%
Year
ended
30 September
2021
%
Secured bank loan 4% 16%
Preference shares – 12%
Subordinated loan notes – 16%
Unsecured loan notes – 12%
Auction Technology Group plc Annual Report 2022
160
Financial Statements
Notes to the Consolidated Financial Statements
continued

FINANCIAL STATEMENTSSTRATEGIC REPORT
19. Deferred taxation
The movement of net deferred tax liabilities is as follows:
Capitalised
goodwill and
intangibles
£000
Tax
losses
£000
Other
£000
Total
£000
1 October 2020 (14,675) 2,118 969 (11,588)
Amount credited/(charged) to Statement of Prot or Loss 1,993 (748) 959 2,204
Amount credited to equity – – 64 64
Exchange differences 453 – (27) 426
30 September 2021 (12,229) 1,370 1,965 (8,894)
Deferred tax asset (2,628) 1,370 1,624 366
Deferred tax liabilities (9,601) – 341 (9,260)
1 October 2021 (12,229) 1,370 1,965 (8,894)
Acquisition of business (note 11) (43,514) 548 814 (42,152)
Amount credited/(charged) to Statement of Prot or Loss 6,327 3,526 (14,767) (4,914)
Amount charged to equity – – (150) (150)
Exchange differences (8,869) 673 (312) (8,508)
30 September 2022 (58,285) 6,117 (12,450) (64,618)
Deferred tax asset – – – –
Deferred tax liabilities (58,285) 6,117 (12,450) (64,618)
No deferred tax asset has been recognised in respect of unused tax losses in the UK of £0.7m (2021: £0.7m) as it is not considered probable
that there will be future taxable prots available to offset these tax losses. The losses may be carried forward indenitely.
In presenting the Group’s deferred tax balances, the Group offset assets and liabilities to the extent we have a legally enforceable right to set off
the arising income tax liabilities and assets when those deferred tax balances reverse. Tax losses include unrelieved interest in the US, where
there are sufcient taxable prots forecast to be available in the future to enable them to be utilised. These losses are available indenitely.
Other includes the tax effect on unrealised foreign exchange differences and share options.
The temporary differences relating to the unremitted earnings of overseas subsidiaries amounted to £1.1m (2021: £22.8m). However, as the
Group can control whether it pays dividends from its subsidiaries and it can control the timing of any dividends, no deferred tax has been
provided on the unremitted earnings on the basis there is no intention to repatriate these amounts.
Auction Technology Group plc Annual Report 2022
161
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

20. Share capital and reserves
30 September
2022
£000
30 September
2021
£000
Authorised, called up and fully paid
120,525,304 ordinary shares at 0.01p each (2021: 119,999,990 ordinary shares at 0.01p each) 12 12
12 12
The movements in share capital, share premium and other reserve are set out below:
Number
of
shares
Share
capital
£000
Share
premium
£000
Other
reserve
£000
1 October 2020 1,052,743 11 – 1,125
Shares issued for grant of pre-IPO share awards and pre-admission awards 41,834 – – 402
Share buyback (10,783) – – –
Capital reorganisation
– Subdivision of shares creating 97,994,100 shares at 0.01p each 97,014,159 – – –
– Share buyback (39,337,210) (5) – –
– Shares issued for IPO 41,239,257 4 247,4 31 –
Shares issued for business combination 19,999,990 2 – 243,998
Share issue costs – – (11,528) ( 7,140)
30 September 2021 119,999,990 12 235,903 238,385
Shares issued for business combination 506,926 – – –
Share options exercised 10,144 – – –
Share issued for SIP and ESPP 5,411 – – –
Shares issued to the Trust 2,833 – – –
30 September 2022 120,525,304 12 235,903 238,385
For the year ended 30 September 2022
525,314 ordinary shares of 0.01p each with an aggregate nominal value of £53 were issued for options that vested. These included 50% of the
restricted stock units granted for the LiveAuctioneers acquisition (see note 11), Long Term Incentive Plan Awards (“LTIP Awards”), shares issued
under the Share Incentive Plan (“SIP”) and Employee Stock Purchase Plan (“ESPP”) and to the Trust for LTIP Awards that have vested in the year
but not yet exercised.
Auction Technology Group plc Annual Report 2022
162
Financial Statements
Notes to the Consolidated Financial Statements
continued

FINANCIAL STATEMENTSSTRATEGIC REPORT
For the year ended 30 September 2021
The Company conducted a reorganisation of its share capital to facilitate a listing to the premium segment of the Ofcial List of the Financial
Conduct Authority and to trade on the London Stock Exchange Main Market for listed securities. The Company was incorporated on 18 January
2021 to act as the holding company for the Group and issued one ordinary share of 0.1p at £1.00. On 25 January 2021, the Company issued 50,000
non-voting redeemable preference shares with a nominal value of £1.00 each. On 17 February 2021, the Company issued 1,083,793 ordinary shares
of 0.1p each with an aggregate nominal value of £10,838 following the share for share exchange for the entire share capital of Auction Topco Limited.
From 1 October 2020 to 17 February 2021, the Group issued 41,834 share awards (see note 21). On 17 February 2021, a purchase for
cancellation of 10,783 ordinary shares of £0.01p was cancelled. The aggregate nominal values of the shares cancelled was £107.83.
On 26 February 2021, the capital reorganisation comprised:
•
the ordinary shares were subdivided such that the number of ordinary shares increased by 100 and the nominal value of shares decreased
from 0.1p to 0.01p;
•
the Company completed the purchase for cancellation of 39,233,357 ordinary shares of 0.01p each and 103,853 ordinary shares of 0.1p for
cash consideration of £2.00. The aggregate nominal value of the shares cancelled was £4,962;
•
the Company repurchased and cancelled the 50,000 redeemable preference shares of £1.00 at nominal value; and
•
in connection with the IPO, the Company issued 41,239,257 ordinary shares of 0.01p each with an aggregate nominal value of £4,124 for a
cash consideration of £247.4m.
On 17 June 2021, as part of a capital raising, the Company issued 19,999,990 ordinary shares of 0.01p each with an aggregate nominal value of
£2,000 for a cash consideration of £244.0m.
Reserves
The following describes the nature and purpose of each reserve within equity:
Retained losses
Retained losses represent the prots/(losses) of the Group made in current and preceding years.
Other reserve
The other reserve comprised:
•
a merger reserve that arose on the Group reorganisation and is the adjustment of the comparative and current year consolidated reserves of
the Group to reect the statutory share capital and share premium of Auction Technology Group plc as if it had always existed; and
•
share premium, net of share issue costs, recognised in the other reserve in accordance with section 612 of the Companies Act 2006 for the
equity raise on 17 June 2021 via a cashbox placing.
Capital redemption reserve
The capital redemption reserve arose on the redemption or purchase of the Company’s own shares.
Share option reserve
The share option reserve relates to share options awarded (see note 21).
Foreign exchange reserve
The foreign exchange reserve comprises all foreign exchange differences arising from the translation of the nancial statements of foreign operations.
21. Employee benets
Dened contribution pension plans
The Group operates a number of dened contribution pension plans.
The total expense relating to these plans in the current year was £0.6m (2021: £0.4m). There was £78,000 accruing to these pension schemes
as at 30 September 2022 (2021: £48,000).
Share-based payments
The Group had three share-based payment plans in effect in the 2022 nancial year, details of which are set out in this note and the Directors’
Remuneration Report.
Shares awards pre-IPO including pre-admission awards
From 13 January 2020 to 17 February 2021, 231,293 ordinary shares in Auction Topco Limited were issued to its employees and Non-Executive
Directors. As part of the Group reorganisation described in note 20 the ordinary shares in Auction Topco Limited were exchanged in a share for
share exchange with Auction Technology Group plc, subdivided such that the number of ordinary shares increased by 100 to 23,129,300 and
reduced by 9,627,043 shares as part of the share buyback. This resulted in 13,502,257 ordinary shares listed in the IPO.
The holders were subject to a service condition and, as such, the shares represent remuneration for service thereby constituting an IFRS 2
equity-settled, share-based arrangement. In addition, the pre-admission awards are subject to a three-year holding period subject to the
recipient’s continued employment. In January 2021, the Group made an announcement to pursue an IPO on the London Stock Exchange. As a
result, a share-based payment expense was recognised in the Consolidated Statement of Prot or Loss, being the fair value of the awards at
their respective grant dates. The pre-IPO share awards vested on the date of the IPO.
Auction Technology Group plc Annual Report 2022
163
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

21. Employee benets continued
LTIP
The Long Term Incentive Plan (“LTIP”) is the primary long-term incentive plan for approximately 130 of employees within the Group. Under the
plan, annual awards, based on a percentage of salary, may be offered. It is expected that these awards will normally vest over a three-year
period subject to the recipient’s continued employment at the date of vesting and, for Executive Directors, the satisfaction of performance
conditions to be measured over three nancial years.
LA LTIP
Awards under the LTIP were granted to employees on acquisition of LiveAuctioneers on 1 October 2021. These awards will vest over a range
from one to six-year period subject to the recipient’s continued employment at the date of vesting.
SIP and ESPP
The Group operates a Share Incentive Plan (“SIP”) and Employee Stock Purchase Plan (“ESPP”) in which all employees, including Executive
Directors, are eligible to participate. The plans were approved by shareholders in 2021 and implemented with effect from 1November 2021. UK
participants in the SIP may invest up to £1,800 of their pre-tax salary each year to purchase shares in the Company. For each share acquired, the
Company purchases a matching share. Employees must remain with the Group for three years from the date of purchase of each Partnership
Share in order to qualify for the matching share, and for ve years for the shares to be transferred to them tax free. The employee is entitled to
dividends on shares purchased, and to vote at shareholder meetings. There is a similar scheme for international employees under the ESPP.
Deferred bonus – equity settled
The Deferred Share Bonus Plan (“DSBP”) is a discretionary plan for Executive employees to defer a portion of their cash bonus into an award of
shares. Of the annual incentive to Executive Directors, 25% is deferred into shares under the DSBP. Deferred shares must normally be held for a
period of three years.
The share awards/options set out below are outstanding at 30 September 2022.
Share-based
payment
expense
£000
Options at
1 October 2021
Number
Granted in the
year
Number
Exercised
during the year
Number
Cancelled/
forfeited during
the year
Number
Options at
30 September
2022
Number
Pre-admission awards 909 642,686 – – (93,617) 549,069
LTIP 2,530 483,641 706,757 (10,144) (137,207) 1,043,047
LA LTIP 1,301 – 242,174 – (5,933) 236,241
Deferred bonus – equity settled 33 – 8,636 – – 8,636
Payroll tax 453 n/a n/a n/a n/a n/a
Total 5,226 1,126,327 957,567 (10,144) (236,757) 1,836,993
The share awards/options set out below are outstanding at 30 September 2021.
Share-based
payment
expense
£000
Options at
1 October 2020
Number
Granted in the
year
Number
Subdivision of
share awards
Number
Exercised
during the year
Number
Cancelled/
forfeited during
the year
Number
Options at
30 September
2021
Number
Pre-IPO share awards 10,124 189,459 30,857 21,811,284 (12,834,327) (9,197,273) –
Pre-admission awards 795 – 10,977 1,086,723 – (455,014) 642,686
LTIP 855 – 502,244 – – (18,603) 483,641
Payroll tax 118 n/a n/a n/a n/a n/a n/a
Total 11,892 189,459 544,078 22,898,007 (12,834,327) (9,670,890) 1,126,327
All share options outstanding are equity-settled and are options to subscribe for new ordinary shares of 0.01p each in the Company. The fair
value is determined at the date of grant and is not subsequently remeasured unless conditions on which the award was granted are modied.
The share options granted in the year have no market performance conditions associated with them and so fair value is deemed to be the share
price at date of grant. The weighted average fair value per option granted during the year was £11.84 (2021: £7.80). The resulting fair value which
is expensed over the service period is adjusted, based on management’s best estimate, for a percentage of employees that will leave the Group.
The weighted average exercise price of the options exercised was £nil (2021: £3.20) and the market price at date of exercise was £9.50 (2021:
£7.80). The options outstanding at 30 September 2022 had a weighted average exercise price of £nil (2021: £nil) and a weighted average
remaining contractual life of 1.72 years (2021: 2.4 years). There are 6,072 share options with a weighted average exercise price of £nil
exercisable at 30 September 2022 (2021: nil).
Auction Technology Group plc Annual Report 2022
164
Financial Statements
Notes to the Consolidated Financial Statements
continued

FINANCIAL STATEMENTSSTRATEGIC REPORT
22. Financial instruments
The Group is exposed to risks that arise from its use of nancial instruments. This note describes the Group’s objectives, policies and
processes for managing those risks and the methods used to measure them. The signicant accounting policies regarding nancial
instruments are disclosed in note 1.
Financial instruments by category
30 September
2022
£000
30 September
2021
£000
Financial assets held at amortised cost
Trade and other receivables (excluding prepayments and non-nancial assets) 13,078 7, 385
Cash and cash equivalents 51,817 397, 451
64,895 404,836
Financial liabilities held at amortised cost
Trade and other payables (excluding non-nancial liabilities) (13,647) (11,706)
Loans and borrowings (180,845) (149,039)
Financial liabilities held at fair value through prot or loss
Contingent consideration – (2,794)
(194,492) (163,539)
Financial risk management
The Group’s activities and the existence of the above nancial instruments expose it to a variety of nancial risks. The Board has overall
responsibility for the determination of the Group’s risk management objectives and policies. The overall objective of the Board is to set policies
that seek to reduce ongoing risk as far as possible without unduly affecting the Group’s competitiveness and exibility.
The Group is exposed to the following nancial risks:
Credit risk
The Group’s exposure to credit risk arises from cash and cash equivalents, as well as outstanding receivables (note 14).
The Group’s cash and cash equivalents are all held on deposit with leading international banks and hence the Directors consider the credit
riskassociated with such balances to be low. For banks and nancial institutions only independently rated parties with a minimum rating of “A”
are accepted.
The Group provides credit to customers in the normal course of business. The amounts presented in the Consolidated Statement of Financial
Position in relation to the Group’s trade receivables are presented net of loss allowances. The Group measures loss allowances at an amount
equal to the lifetime ECL using both qualitative and quantitative information and analysis based on the Group’s historical experience and
forward-looking information. During the year there was a debit to the Consolidated Statement of Prot or Loss of £0.2m (2021: £0.2m) to
increase the loss allowance.
The carrying amount of nancial assets recorded in the nancial statements, which is net of impairment losses, represents the Group’s
maximum exposure to credit risk.
Liquidity risk
Liquidity risk arises from the Group’s management of working capital and the amount of funding required for growth. It is the risk that the Group
will encounter difculty in meeting its nancial obligations as they fall due. The Group manages its cash and borrowing requirements through
preparation of annual cash ow forecasts reecting known commitments and anticipated projects in order to maximise interest income and
minimise interest expense, whilst ensuring that the Group has sufcient liquid resources to meet the operating needs of the Group. Borrowing
facilities are arranged as necessary to nance requirements.
Auction Technology Group plc Annual Report 2022
165
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

22. Financial instruments continued
The table below analyses the Group’s nancial liabilities based on the period remaining to the contractual maturity dates at the reporting date.
The amounts disclosed in the table are the carrying amounts and undiscounted net contractual cash ows.
2022
Carrying
amount
£000
Contractual
cash ows
£000
Due less than 1
year
£000
Between 1 and
5 years
£000
Over 5 years
£000
Loans and borrowings 180,845 182,673 31,342 157,941 –
Trade and other payables 13,647 13,647 13,647 – –
30 September 2022 194,492 196,320 44,989 157,941 –
2021
Carrying
amount
£000
Contractual
cash ows
£000
Due less than 1
year
£000
Between 1 and
5 years
£000
Over 5 years
£000
Loans and borrowings 149,039 151,223 353 150,870 –
Trade and other payables 11,706 11,706 11,706 – –
Contingent consideration 2,794 2,794 2,794 – –
30 September 2021 163,539 165,723 14,853 150,870 –
Foreign exchange risk
Foreign exchange risk is the risk that movements in exchange rates affect the protability of the business. The Group’s policy is, where possible,
to allow Group entities to settle liabilities denominated in their local functional currency (primarily pound sterling, US dollars or euro) with the
cash generated from their own operations in that currency.
The Group earns revenue and incurs costs in local currencies and is able to manage foreign exchange risk by matching the currency in which
revenue is generated and expenses are incurred.
Movements in the exchange rate of the US dollar and the euro against sterling have an impact on both the result for the period and equity.
The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities at the reporting date are as follows:
30 September
2022
£000
30 September
2021
£000
Net foreign currency monetary (liabilities)/assets
US dollars (143,890) 233,466
Euros 1,888 791
The US dollar-denominated monetary assets at 30 September 2021 included cash held on escrow (see note 15).
The following table details the Group’s sensitivity to a 10% (2021: 5%) strengthening and weakening in pound sterling against the US dollar and
euro. The sensitivity analysis includes only foreign currency denominated monetary items and adjusts their translation at the period end for a
5% change in foreign currency rates. Where pound sterling strengthens 10% (2021: 5%) against the relevant currency, a negative number below
indicates an increase in prot in the Consolidated Statement of Prot or Loss and the Consolidated Statement of Changes in Equity and a
positive number indicates a decrease in prot in the Consolidated Statement of Prot or Loss and the Consolidated Statement of Changes in
Equity. For a 10% (2021: 5%) weakening in pound sterling against the relevant currency, there would be an equal and opposite impact on the
prot in the Consolidated Statement of Prot or Loss and the Consolidated Statement of Changes in Equity.
Year
ended
30 September
2022
£000
Year
ended
30 September
2021
£000
US dollars
Change in prot for the year in Consolidated Statement of Prot or Loss 15,842 (11,063)
Change in prot in Consolidated Statement of Changes in Equity (1,953) (610)
Euros
Change in prot for the year in Consolidated Statement of Prot or Loss (3) (49)
Change in prot in Consolidated Statement of Changes in Equity (183) 10
Auction Technology Group plc Annual Report 2022
166
Financial Statements
Notes to the Consolidated Financial Statements
continued

FINANCIAL STATEMENTSSTRATEGIC REPORT
Net investment hedge
On 30 September 2021, the Senior Term Facility was drawn down in US dollars by Auction Bidco Limited, a UK subsidiary, prior to completion of
the acquisition of LiveAuctioneers on 1 October 2021. In June 2022, the Senior Term Facility was designated as a hedge of the net investment
in the US dollar denominated subsidiaries. There was no ineffectiveness recorded from the net investment in foreign entity hedges.
30 September
2022
£000
30 September
2021
£000
Net investment hedge
Loans and borrowings 180,845
US dollar carrying amount of Senior Term Facility $183,000 –
Hedge ratio 1:1 –
Change in carrying amount of Senior Term Facility as a result of foreign currency movements since June
2022, recognised in Consolidated Statement of Prot or Loss and Other Comprehensive Income or Loss (16,173) –
Change in value of hedged item used to determine hedge effectiveness 16,173 –
Interest rate risk
The Group was exposed to interest rate risk during the year because entities in the Group borrowed funds at oating interest rates. There were
loans of £180.8m outstanding at 30 September 2022 (2021: £149.0m).
The sensitivity analyses below have been determined based on the exposure to interest rates. For oating rate liabilities, the analysis is prepared
assuming the amount of liability outstanding at the reporting date was outstanding for the whole period.
If interest rates had been 200bps higher/lower and all other variables were held constant, the Group’s prot for the year ended
30 September2022 would increase or decrease by £3.3m (2021: nil impact). This is mainly attributable to the Group’s exposure on its variable
rate Senior Term Facility.
Capital risk management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern and to maintain an optimal
capital structure which provides an adequate return to shareholders. The Group sets the amount of capital it requires in proportion to risk. The
Group manages its capital structure and adjusts it in the light of changes in economic conditions and the risk characteristics of the underlying
assets. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to
shareholders, issue new shares, or sell assets to reduce debt.
Fair value of nancial instruments
The fair value of nancial assets and nancial liabilities are determined in accordance with IFRS 13 “Fair Value Measurement” as follows:
Level 1
The fair value of nancial assets and nancial liabilities with standard terms and conditions and traded on active liquid markets is determined
with reference to quoted market prices.
Level 2
The fair value of other nancial assets and nancial liabilities (excluding derivative instruments) is determined in accordance with generally
accepted pricing models based on discounted cash ow analysis using prices from observable current market transactions and dealer quotes
for similar instruments.
Level 3
If one or more signicant inputs are not based on observable market data, the instrument is included in level 3.
The Group’s contingent considerations are classied as level 3. There are no other nancial instruments.
Auction Technology Group plc Annual Report 2022
167
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

22. Financial instruments continued
Financing activities
The movements in assets/(liabilities) arising from nancing activities are as follows:
2022
1 October 2021
£000
Arising on
acquisition
£000
Fair value
movements
£000
Other non-cash
movements
£000
Cash ow
£000
Exchange
differences
£000
30 September
2022
£000
Cash and cash equivalents 397,451 – – – (354,720) 9,086 51,817
Total nancing assets 397,451 – – – (354,720) 9,086 51,817
Bank loans (148,686) – – (7,674) 7,283 (31,768) (180,845)
Loan notes (353) – – (5) 359 (1) –
Contingent consideration (2,794) (17,889) (1,849) 1,024 22,168 (660) –
Lease liabilities (1,432) (1,063) – (204) 1,096 (237) (1,840)
Total nancing liabilities (153,265) (18,952) (1,849) (6,859) 30,906 (32,666) (182,685)
2021
1 October 2020
£000
Arising on
acquisition
£000
Fair value
movements
£000
Other non-cash
movements
£000
Cash ow
£000
Exchange
differences
£000
30 September
2021
£000
Cash and cash equivalents 14,193 476 – – 378,116 4,666 397,4 51
Total nancing assets 14,193 476 – – 378,116 4,666 397,4 51
Preference shares (125,414) – – (6,328) 131,742 – –
Bank loans (78,543) – – (8,507) (67,659) 6,023 (148,686)
Loan notes (10,646) – – (2,118) 11,624 787 (353)
Contingent consideration (1,040) (3,918) 1,462 (7) 522 187 (2,794)
Lease liabilities (1,964) – – (322) 816 38 (1,432)
Total nancing liabilities (217,607) (3,918) 1,462 (17,282) 77,0 45 7,035 (153,265)
Other non-cash movements include accrued nance costs, amortisation of nance costs, additions to lease liabilities and contingent
consideration - equity portion.
Auction Technology Group plc Annual Report 2022
168
Financial Statements
Notes to the Consolidated Financial Statements
continued

FINANCIAL STATEMENTSSTRATEGIC REPORT
23. Related party transactions
For the year ended 30 September 2022
There were no related party transactions.
For the year ended 30 September 2021
The following related party transactions took place:
•
Preference shares including interest were repaid on 1 March 2021 to:
– TA Associates Management LP amounting to £97.1m
– ECI Partners LLP amounting to £29.4m
– Members of the management team amounting to £5.3m.
•
A loan note issued to a member of the management team was repaid on 26 February 2021. Interest of £49,000 was waived on
26 February 2021.
•
Subordinated loan notes including interest held by ECI Partners LLP and TA Associates Management LP amounting to $15.2m (equivalent of
£10.9m) were repaid on 1 March 2021.
•
On 30 September 2020, Tom Hargreaves, a Director of the Company, received a loan of £7,000; the full amount and related interest were
repaid on 26 February 2021.
•
On 30 December 2020 preference shares of £0.3m were issued to Breon Corcoran, a Non-Executive Director. On 15 January 2021 preference
shares were issued to Non-Executive Directors Scott Forbes and Penny Ladkin-Brand for £0.2m each. The proceeds from the redemption of
their preference shares including interest amounting to £0.7m were used to apply for the subscription of ordinary shares on IPO.
Key management personnel compensation
The Group has determined that the key management personnel constitute the Board and the members of the Leadership Team.
Year
ended
30 September
2022
£000
Year
ended
30 September
2021
£000
Short-term employee benets 4,600 2,726
Post-employment benets 73 55
Share-based payment expense 3,062 2,287
Total key management personnel compensation 7,735 5,068
Remuneration of Directors
Further details of the Directors’ remuneration and share options are set out in the Remuneration Committee Report on pages 98 to 112. The
total amounts for Directors’ remuneration were as follows:
Year
ended
30 September
2022
£000
Year
ended
30 September
2021
£000
Short-term employee benets 1,091 574
Post-employment benets 46 26
Share-based payment expense 1,152 1,061
Total Directors remuneration 2,289 1,661
24. Events after the balance sheet date
On 10 October 2022, a prepayment of $43.7m was paid on the Senior Term Facility. In the absence of any other prepayments, the next
scheduled repayment would be $8.7m on 31 March 2024.
There were no other events after the balance sheet date.
Auction Technology Group plc Annual Report 2022
169
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

25. List of subsidiaries
In accordance with section 409 of the Companies Act 2006, a full list of subsidiaries, the registered ofce and the effective percentage of equity
owned included in these Consolidated Financial Statements at 30 September 2022 are disclosed below.
Subsidiary undertakings Registered ofce Principal activity
Proportion
held
ATG Media Holdings Limited The Harlequin Building, 65 Southwark Street, London, SE1 0HR, United Kingdom Holding company 100%
ATG Media US Inc. Suite 800, 1125 S. 103rd Street, Omaha, NE, 68,124, United States Holding company 100%
ATG Nominees Limited The Harlequin Building, 65 Southwark Street, London, SE1 0HR, United Kingdom Dormant 100%
Auction Bidco Limited The Harlequin Building, 65 Southwark Street, London, SE1 0HR, United Kingdom Holding company 100%
Auction Fluency Limited The Harlequin Building, 65 Southwark Street, London, SE1 0HR, United Kingdom Dormant 100%
Auction Holdco Limited The Harlequin Building, 65 Southwark Street, London, SE1 0HR, United Kingdom Holding company 100%
Auction Midco Limited The Harlequin Building, 65 Southwark Street, London, SE1 0HR, United Kingdom Dormant 100%
Auction Mobility LLC 1209 Orange Street, Wilmington, DE, 19801, United States Provision of auction
trading software
100%
Auction Payment Network LLC Suite 800, 1125 S. 103rd Street, Omaha, NE, 68,124, United States Provision of auction
trading software
100%
Auction Technology Group
Germany GmbH
Grosse Backerstrasse 9, 20095, Hamburg, Germany Provision of auction
trading software
100%
Auction Technology Group UK
Holdings Limited
The Harlequin Building, 65 Southwark Street, London, SE1 0HR, United Kingdom Dormant 100%
Auction Topco Limited The Harlequin Building, 65 Southwark Street, London, SE1 0HR, United Kingdom Dormant 100%
Bidspotter Inc. Suite 800, 1125 S. 103rd Street, Omaha, NE, 68,124, United States Provision of auction
trading software
100%
LiveAuctioneers Inc. 40 West 25th Street, New York, NY 10010, United States Holding company 100%
LiveAuctioneers LLC 40 West 25th Street, New York, NY 10010, United States Provision of auction
trading software
100%
Metropress Limited The Harlequin Building, 65 Southwark Street, London, SE1 0HR, United Kingdom Provision of auction
trading software
100%
Peddars Management Limited The Harlequin Building, 65 Southwark Street, London, SE1 0HR, United Kingdom Dormant 100%
Platinum Intermediate Inc. 40 West 25th Street, New York, NY 10010, United States Holding company 100%
Platinum Parent Inc. 40 West 25th Street, New York, NY 10010, United States Holding company 100%
Platinum Purchaser Inc. 40 West 25th Street, New York, NY 10010, United States Holding company 100%
Proxibid Bidco Inc. Suite 800, 1125 S. 103rd Street, Omaha, NE, 68,124, United States Holding company 100%
Proxibid Inc. Suite 800, 1125 S. 103rd Street, Omaha, NE, 68,124, United States Provision of auction
trading software
100%
Proxibid UK Limited The Harlequin Building, 65 Southwark Street, London, SE1 0HR, United Kingdom Provision of auction
trading software
100%
Turner Bidco Limited The Harlequin Building, 65 Southwark Street, London, SE1 0HR, United Kingdom Dormant 100%
Turner Topco Limited The Harlequin Building, 65 Southwark Street, London, SE1 0HR, United Kingdom Dormant 100%
All holdings of subsidiaries are of ordinary shares. In addition, there are 100% preference shares held in Auction Topco Limited.
The United Kingdom dormant companies listed above are exempt from preparing individual accounts and from ling with the registrar
individual accounts by virtue of Section 394 and 448 of the Companies Act 2006 respectively.
For the year ended 30 September 2022, the following subsidiary undertakings of the Group were exempt from the requirements of the
Companies Act 2006 relating to the audit of individual accounts by virtue of Section 479A of the Companies Act 2006.
Company
Company registration number
ATG Media Holdings Limited 06521301
Auction Bidco Limited 12401140
Auction Holdco Limited 12400986
Auction Midco Limited 12400881
Auction Technology Group UK Holdings Limited 06636047
Auction Topco Limited 12400807
Proxibid UK Limited 09023785
Turner Bidco Limited 08968359
Turner Topco Limited 08968154
Auction Technology Group plc Annual Report 2022
170
Financial Statements
Notes to the Consolidated Financial Statements
continued

FINANCIAL STATEMENTSSTRATEGIC REPORT
Note
30 September
2022
£000
30 September
2021
£000
ASSETS
Non-current assets
Investments 5 270,351 134,048
Trade and other receivables 6 246,457 111,594
Total non-current assets 516,808 245,642
Current assets
Trade and other receivables 6 340 105
Cash and cash equivalents 7 – 223,776
Total current assets 340 223,881
Total assets 517,148 469,523
LIABILITIES
Current liabilities
Trade and other payables 8 (3,608) (3,830)
Total current liabilities (3,608) (3,830)
Total liabilities (3,608) (3,830)
Net assets 513,540 465,693
EQUITY
Share capital 9 12 12
Share premium 9 235,903 235,903
Other reserve 9 238,389 238,389
Capital redemption reserve 9 5 5
Share option reserve 9 34,690 1,649
Retained earnings/(losses) 4,541 (10,265)
Total equity 513,540 465,693
As permitted by Section 408 of the Companies Act 2006, no separate Statement of Prot or Loss and Other Comprehensive Income or Loss is
presented in respect of the parent Company. The prot for the year attributable to the shareholders of the Company and recorded through the
accounts of the Company was £14.7m (8.5 months ended 30 September 2021: loss of £20.4m).
The Company Financial Statements on pages 171 to 175 were approved by the Board of Directors on 1 December 2022 and signed on its
behalfby:
John-Paul Savant Tom Hargreaves
Company Statement of Financial Position
as at 30 September 2022
Auction Technology Group plc Annual Report 2022
171
CORPORATE GOVERNANCE

Financial Statements
Share
capital
£000
Share
premium
£000
Other
reserve
£000
Capital
redemption
reserve
£000
Share
option
reserve
£000
Retained
earnings/
(losses)
£000
Total
£000
18 January 2021 – – – – – – –
Comprehensive loss
Loss and total comprehensive loss for the period – – – – – (20,390) (20,390)
Transactions with owners
Issue of ordinary shares as consideration for a
business combination, net of transaction costs and tax 17 235,903 238,389 – – – 474,309
Share buyback of ordinary shares, net of tax (5) – – 5 – – –
Movement due to equity-settled share-based payments – – – – 1,649 10,125 11,774
30 September 2021 12 235,903 238,389 5 1,649 (10,265) 465,693
Comprehensive prot
Prot and total comprehensive prot for the year – – – – – 14,728 14,728
Transactions with owners
Issue of options as consideration for a business
combination, net of transaction costs and tax – – – – 28,346 – 28,346
Movement in equity-settled share-based payments – – – – 4,695 78 4,773
30 September 2022 12 235,903 238,389 5 34,690 4,541 513,540
Company Statement of Changes in Equity
for the year ended 30 September 2022
Auction Technology Group plc Annual Report 2022
172

FINANCIAL STATEMENTSSTRATEGIC REPORT
1. Accounting policies
The following accounting policies have been applied consistently in dealing with items which are considered material in relation to the
Company’s nancial statements.
General information
Auction Technology Group plc (the “Company”) is a company incorporated in the United Kingdom under the Companies Act. The Company was
incorporated on 18 January 2021 and the comparative period covers the 8.5 months ended 30 September 2021.
The Company is a public company limited by shares and is registered in England and Wales. The registered ofce of the Company can be found
on page 132.
The principal activity of the Company is to act as an investment holding company that provides management services to its subsidiaries.
Basis of preparation
These nancial statements present information about the Company as an individual undertaking and not about its Group. These nancial
statements have been prepared under the historic cost convention unless otherwise specied within these accounting policies and in
accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (“FRS 101”) and the Companies Act 2006.
In preparing these nancial statements, the Company applies the recognition, measurement and disclosure requirements of International
Financial Reporting Standards as adopted by the EU (“Adopted IFRSs”) but makes amendments where necessary in order to comply with
Companies Act 2006 and has set out below where advantage of the FRS 101 disclosure exemptions has been taken.
In these nancial statements, the Company has applied the exemptions available under FRS 101 in respect of the following disclosures:
•
a Cash Flow Statement and related notes;
•
disclosures in respect of transactions with wholly owned subsidiaries;
•
disclosures in respect of share-based payments;
•
disclosures in respect of capital management;
•
the effects of new but not yet effective IFRSs;
•
the requirements of paragraphs 17 and 18A of IAS 24 “Related Party Disclosures”, including disclosures in respect of the compensation of key
management personnel;
•
the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d) to 134(f) and 135(c) to 135(e) of IAS 36 “Impairment of Assets”; and
•
a separate Statement of Prot or Loss in line with the Section 408 exemption.
Where required, equivalent disclosures are given in the Consolidated Financial Statements.
The Company has no other related party transactions other than the compensation of key management personnel, set out in Note 23 of the
consolidated Group nancial statements.
The principal accounting policies adopted are the same as those set out in note 1 to the Consolidated Financial Statements except as noted
below.
Investments
In the Company’s nancial statements, investments in subsidiary undertakings are stated at cost less provision for any impairment in value.
Impairment of investments
The Company evaluates its investments for nancial impairment where events or circumstances indicate that the carrying amount of such
assets may not be fully recoverable. When such evaluations indicate that the carrying value of an asset exceeds its recoverable value, an
impairment is recorded.
2. Signicant accounting judgements and estimates
The preparation of nancial statements requires management to make judgements, estimates and assumptions that affect the application of
accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Judgements and estimates made by the Directors in the application of these accounting policies that have signicant effect on these nancial
statements and estimates with a signicant risk of material adjustment in the next nancial year are set out below.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the year in
which the estimate is revised and in any future years affected.
There are no signicant estimates or judgements in the nancial statements.
3. Staff costs
The Company has no employees other than the Directors. The monthly average number of persons employed by the Company during the year
amounted to three (2021: three). Details of Directors’ remuneration are set out in the Directors’ Remuneration Report on pages 98 to 112.
4. Auditor’s remuneration
The fees payable for the audit of the Company’s annual accounts amounted to £13,700 (2021: £0.5m).
Notes to the Company Financial Statements
Auction Technology Group plc Annual Report 2022
173
CORPORATE GOVERNANCE

Financial Statements
Notes to the Company Financial Statements
continued
5. Investments
30 September
2022
£000
30 September
2021
£000
1 October 134,048 –
Additions 136,303 134,048
30 September 270,351 134,048
In September 2022, the Company restructured its investments resulting in an increased investment in Auction Topco Limited of £11.9m and
Auction Holdco Limited, previously an indirect investment becoming a direct subsidiary following the transfer of its shares from Auction Midco
Limited to the Company at book value of £124.7m.
Details of the principal subsidiary undertakings of the Company at 30 September 2022 can be found in note 25 of the Consolidated Financial
Statements.
6. Trade and other receivables
30 September
2022
£000
30 September
2021
£000
Current
Other debtors and prepayments 340 105
340 105
Non-current
Deferred tax asset 229 –
Amounts owed by Group undertakings 246,228 111,594
246,457 111,594
246,797 111,699
Amounts owed by Group undertakings is a loan with interest rate of 5.5% and repayable in September 2029.
7. Cash and cash equivalents
30 September
2022
£000
30 September
2021
£000
Restricted cash – 223,776
– 223,776
As a result of the capital raising on 17 June 2021, the cash, net of transaction fees associated with the acquisition and nancing of acquisition of
LiveAuctioneers was transferred to an escrow account. The funds held at 30 September 2021 were restricted and are not available to circulate
within the Group on demand. The funds were released on 1 October 2021 for the acquisition of LiveAuctioneers (see note 11 of the Consolidated
Financial Statements).
8. Trade and other payables
30 September
2022
£000
30 September
2021
£000
Trade payables 112 –
Corporation tax 1,781 –
Amounts owed to Group undertakings 235 –
Payroll tax and other statutory liabilities 153 49
Accruals 1,327 3,781
3,608 3,830
Auction Technology Group plc Annual Report 2022
174

FINANCIAL STATEMENTSSTRATEGIC REPORT
9. Share capital and reserves
30 September
2022
£000
30 September
2021
£000
Authorised, called up and fully paid
120,525,304 ordinary shares at 0.01p each (2021: 119,999,990 ordinary shares at 0.01p each) 12 12
12 12
Further details of movements in share capital and reserves are outlined in note 20 of the Consolidated Financial Statements.
Reserves
The following describes the nature and purpose of each reserve within equity:
Retained losses
Retained losses represent the prots/(losses) of the Group made in current and preceding years.
Share option reserve
The share option reserve relates to share options awarded (see note 21 of the Consolidated Financial Statements).
Other reserve
The other reserve comprised:
•
a merger reserve that arose on the Group reorganisation and is the adjustment of the cost of the equity to reect the statutory share capital
and share premium of Auction Topco Limited; and
•
share premium, net of share issue costs, recognised in the other reserve in accordance with section 612 of the Companies Act 2006 for the
equity raise on 17 June 2021 via a cashbox placing.
10. Post balance sheet events
On 10 October 2022, Auction Bidco Limited, a subsidiary company, made a prepayment of $43.7m on the Senior Term Facility. In the absence of
any other prepayments, the next scheduled repayment would be $8.7m on 31 March 2024.
There were no other events after the balance sheet date.
Auction Technology Group plc Annual Report 2022
175
CORPORATE GOVERNANCE

Financial Statements
Glossary
A&A Art & Antiques
Auction Mobility Auction Mobility LLC
Bidder sessions web sessions on the Group’s marketplaces online within a given time frame
BidSpotter the Group’s marketplaces operated via the www.BidSpotter.co.uk and www.BidSpotter.com domain
Big 4 Christie’s, Sotheby’s, Phillips and Bonhams A&A auction houses
EBITDA earnings before interest, taxes, depreciation and amortisation
GMV
gross merchandise value, representing the total nal sale value of all lots sold via winning bids placed on the
marketplaces or the platform, on a proforma basis, excluding additional fees (such as online fees and auctioneers’
commissions) and sales of retail jewellery (being new, or nearly new, jewellery)
i-bidder the Group’s marketplace operated by the www.i-bidder.com domain
I&C Industrial & Commercial
KPIs key performance indicators
LiveAuctioneers Group the Group’s marketplace operated via the www.liveauctioneers.com domain
Live auctions
Live auctions typically feature a physical auction room (with bidders participating in the room and by phone)
supplemented by bids made online. Lots are run consecutively and so apart from the rst lot there is no xed time
for specic lots to be called
Lot-tissimo the Group’s marketplace operated via the www.lot-tissimo.com domain
LTIP Awards the Company’s Long Term Incentive Plan
Marketplaces the online auction marketplaces operated by the Group
Conversion rate represents GMV as a percentage of THV; previously called “online share”
Proforma basis
certain measures have been used as the acquisition of LiveAuctioneers on 1 October 2021 and Auction Mobility on
16 October 2020 have affected the comparability of the Group’s results of operations for FY22. The measures are
presented for the Group to provide comparisons of the Group’s results between FY21 and FY22 as if the acquisitions
had occurred on 1 October 2020. In addition, proforma revenue is stated at constant exchange rates with the prior
year comparatives being restated using current year exchange rates. This measure is presented as a means of
eliminating the effects of exchange rate uctuations on the period-on-period reported results
Proxibid the Group’s marketplace operated via the www.proxibid.com domain
The Saleroom the Group’s marketplace operated via the www.the-saleroom.com domain
Take rate
represents the Group’s marketplace revenue as a percentage of GMV. Marketplace revenue is the Group’s reported
revenue excluding Content and Auction Services revenue
THV
total hammer value, representing the total nal sale value of all lots listed on the marketplaces or the platform, on a
proforma basis, excluding additional fees (such as online fees and auctioneers’ commissions) and sales of retail
jewellery (being new, or nearly new, jewellery)
Timed auctions
auctions which are held entirely online (with no in-room or telephone bidders) and where lots are only made available
to online bidders for a specic, pre-determined timeframe
Verticals
like-for-like industry or inventory, for example, art and antiques, industrial and construction, consumer surplus and
returns and sub-verticals such as equine, real estate and classic cars
Glossary
Auction Technology Group plc Annual Report 2022
176

Company website
The Company’s website at www.auctiontechnologygroup.com
contains the latest information for shareholders.
Annual General Meeting
The 2023 AGM will be held on 26 January 2023 at 2:00pm at the
ofces of Travers Smith LLP, 10 Snow Hill, London EC1A 2AL.
TheAGM provides the Board with the opportunity to engage with
shareholders. Full details of the business to be considered at the
meeting will be included in the Notice of Annual General Meeting. The
Notice of Meeting and all other details for the AGM will be available on
the Company’s website, www.auctiontechnologygroup.com.
Share price information
The latest price of the Company’s ordinary shares is available on
www.londonstockexchange.com. ATG’s ticker symbol is ATG.
Registrar
The Company’s share register is maintained by Equiniti. Shareholders
should contact the registrar, Equiniti, in connection with changes of
address, lost share certicates, transfers of shares etc and they can
be contacted as follows:
Shareholder helpline: 0371 384 2030 (International +44 121 415
7047). Open Monday to Friday 08:30am to 5.30pm.
Further contact details can be found here: https://equiniti.com/uk/
contact-us/shareholder-enquiries/
Equiniti Limited
Aspect House
Spencer Road, Lancing
West Sussex
BN99 6DA
Electronic communications
If you would like to receive all shareholder information such as the
Annual Report and Notice of Meeting via our website and receive a
notication by email each time new information is available, please
register for electronic communications at www.shareview.co.uk.
Investor Relations
investorrelations@auctiontechnologygroup.com
Advisers:
Joint nancial advisers
Numis Securities Limited
45 Gresham Street
London EC2V 7BF
J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
London
E14 5JP
Legal advisers to the Company
Travers Smith LLP
10 Snow Hill
London
EC1A 2AL
Auditor
Deloitte LLP
Hill House
1 Little New Street
London
EC4A 3TR
Public relations advisers to the Company
Tulchan Communications LLP
85 Fleet Street
London
EC4Y 1AE
Shareholder Information
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