The annual fees for Non-Executive Directors who served in the period from 1 January 2023 to 31 December 2023 were reviewed in September 2023. Directors are remunerated in the form of fixed fees payable to the Director personally in US dollars, as the currency of the Company’s Bermuda residence. An additional fee is paid to the Chair of the Board and to the Audit Committee Chair (in recognition of extra workload and responsibility, in line with market practices).

The total amount of remuneration paid by the Company to its Directors during the year ended 31 December 2023 was £528,000 (2022: £473,000)¹ .

Note, Peter Dubens and his alternate, David Till, are each Directors of Oakley Capital and serve without a fee. Additionally, there are no long-term incentive schemes provided by the Company and, no performance fees are paid to Directors.

No Director has a service contract with the Company and each Director is appointed by a letter of appointment setting out the terms of their appointment. Directors are elected annually by shareholders at the AGM.

Directors’ interests in shares of the Company

The Board has a policy whereby each Director is required to buy and hold sufficient stock in the Company to represent a minimum of one year’s remuneration. Any newly appointed Director is required to purchase stock to that level within a reasonable amount of time (less than three years) from the date of appointment. All Directors are in compliance with the policy. The table below shows the number of shares each Director holds in the Company, as at 13 March 2024.

Save as disclosed above, none of the Directors nor any member of their respective immediate families has any interest whether beneficial or non-beneficial in the share capital of the Company.