Corporate governance statement

Board composition, independence, experience and training

The Company maintains a transparent and robust procedure for reviewing the composition of the Board, assessing Director independence, evaluating the suitability of and appointing new Directors, and holistically assessing the skills and experience of the Board.

Composition – The Board’s process for the appointment of new Directors and proposed reappointment of existing Directors is conducted in a transparent, engaged and open manner and is overseen by the Nomination Committee.

Following the retirement of Caroline Foulger in September 2025, the Board was mindful of appointing an Interim Chair with the right experience and expertise, while also ensuring continuity in the short term. Steve Pearce was therefore appointed as Interim Chair in September 2025, following his initial appointment to the Board in November 2024. Meanwhile, an extensive search was undertaken for two new independent Directors with the right experience to build on the breadth of skills of the existing Board members. This process, which utilised the services of two specialist external search consultancies – Sainty Hird (based in London), and SZ&J (based in Zürich) – enabled the Company to secure the appointments of Christopher Samuel and Kiernan Bell to the Board in November 2025, each of them with a wealth of experience and divergent backgrounds to complement the incumbent Board members. The Board approved the appointment of Christopher Samuel to the role of Chair from March 2026, after a planned transition period from Steve Pearce. More details on the recruitment process are included within the Nomination Committee report.

In recognition of the value of refreshing its membership periodically, the Board has established fixed annual tenure for the Independent Directors, including the Chair, which is renewable by mutual agreement and subject to re-election at each of the Company’s AGMs. This mechanism ensures that the Nomination Committee retains the flexibility to assess the balance of skills, tenure and experience of the Board as a whole, while also noting the benefits of Board member longevity through private equity investment cycles. The Company’s Board Succession Policy reflects this sentiment and guides the Nomination Committee in recommending potential director candidates. Further information is contained within the Nomination Committee report.

Independence - The Company applies the UK Listing Rules and complies with the AIC Code obligations relating to Director independence. Independence is assessed and determined by the Company’s Nominations Committee. This assessment includes, but is not limited to, ensuring that the Directors do not have any other material relationships with, nor derive additional remuneration from or as a result of transactions with, the Company, its management or its partners, which in the judgement of the Board may affect, or could appear to affect, the independence of their judgement. For the avoidance of doubt, the receipt of remuneration for acting as a Director or any investment income attained by virtue of their ownership of shares in the Company are not considered to be factors when assessing Director independence.

As noted in the Composition of the Board section, Fiona Beck and Kiernan Bell each hold overlapping external directorships for another publicly listed entity, Atlas Arteria International Limited. The Board is satisfied that this does not impact the independence of either Fiona or Kiernan, as the entity is entirely unrelated to OCI and is therefore not managed by the same manager.

Having reassessed the Board’s independence, with due consideration also being given to the appointment of Christopher Samuel and Kiernan Bell in November 2025, it has been determined that all Independent Directors continue to be considered independent. While the Company does not consider Peter Dubens or his alternate, David Till, to be independent by virtue of their respective positions held within the Oakley Group, these appointments enhance the overall skill set and experience of the Board.

Director experience - The Directors have a range of experience, knowledge and expertise which enables them to effectively support and appropriately drive the Company’s strategy. These skills include but are not limited to:

• Private Equity and Investment markets
• Investment banking and M&A
• Risk management
• Finance and audit
• Digital and cybersecurity
• UK PLC governance
• Bermuda law and regulation.

Having due regard to their obligations to the Company and in light of Christopher Samuel and Kiernan Bell joining the Board, the Company’s Nominations Committee has concluded that the Board continues to have an appropriate balance of skills and experience, independence and knowledge of the Company to enable it to provide effective strategic leadership and sound governance.

Board training – The Company’s training programme is considered and overseen by the Governance, Regulatory and Compliance Committee of the Board and establishes both the induction programme for new Directors and ongoing training to ensure continued awareness and understanding of their duties, along with the risks the Company may face throughout their tenure, including but not limited to cybersecurity and market abuse.

The Board also receives thematic training from legal counsel, subject matter experts within Oakley and other specialists as appropriate.

Ongoing costs and KID disclosure

For the period ended 31 December 2025, the Company’s ongoing charges were calculated as 3.13% (2024: 2.87%) of NAV.

The calculation is based on ongoing charges expressed as a percentage of the average NAV for the year. Ongoing charges are calculated in accordance with the guidelines issued by the AIC. They comprise recurring costs, including operating expenses that relate to the investment company as a collective fund and OCI’s share of the management fees paid by the underlying Oakley Funds. The calculation specifically excludes expenses, gains and losses relating to the acquisition or disposal of investments, performance-related fees and financing charges.

The Company has encouraged the AIC and the Treasury to ensure that any cost disclosure regime that might apply to listed investment companies is fit for purpose; allowing retail investors to: (a) compare ‘like-for-like’ products, (b) easily interpret and use such comparison, and (c) clearly understand which are the ‘like-for-like’ products that are helpful to compare (versus those that are not helpful to compare against).

In September 2024, the UK Financial Conduct Authority (‘FCA’) and HM Treasury confirmed their intention to replace the EU-inherited Packaged Retail and Insurance-based Investment Products regulations (‘PRIIPs’) with a new framework for Consumer Composite Investments (‘CCI’). Following public consultation, the FCA published its final rules on the CCI regime in December 2025, with an 18-month implementation timeline. In accordance with the requirements of the CCI regime, the Company will publish a new product disclosure document known as a ‘Product Summary’ once the rules come into force in mid-2027. This Product Summary will replace the Key Information Document (‘KID’) that the Company produced under the now-disapplied PRIIPs regime. In the interim, the Company has decided to voluntarily produce a KID, with costs disclosed as nil, until the new CCI framework comes into force.

The AIC Code

The purpose of the AIC Code is to provide a framework of best practice in respect of the governance of investment companies. The Board considers on an ongoing basis the Principles and Provisions of the AIC Code. The AIC Code addresses the Principles and Provisions set out in the 2024 UK Corporate Governance Code (the ‘UK Code’), as well as setting out additional Principles on issues that are of specific relevance to the Company.

In 2024, the AIC published an updated version of its Code, including enhanced provisions on corporate culture reporting, risk management and internal controls, and Board effectiveness. The updated Code applies to accounting periods beginning on or after 1 January 2025 and is therefore applicable to this year’s Annual Report and Accounts, with the exception of the updated requirements of the enhanced Provision 34 on risk management and internal control systems. Updates required to comply with this provision will be reflected in next year’s report.

The Board considers that reporting consistent with the Principles of the AIC Code, which has been endorsed by the Financial Reporting Council, will provide shareholders with a market-comparable assessment of its governance programme.

Managing conflicts of interest

‘Conflicts of interest’ is a standing agenda item at each of the Company’s Board and committee meetings, requiring Directors to confirm any existing conflicts of interest and disclose any new potential conflicts as may arise. All conflicts are maintained within the Company’s conflicts of interest register and conflicted Directors do not take part in decision-making and voting where they may be conflicted.

The independent members of the Board are responsible for making decisions about investments into Oakley Funds and Direct Investments capital structuring, selecting and engaging service providers, monitoring financial performance, ensuring an adequate system of internal controls, setting and monitoring the Company’s risk appetite, and ensuring that responsibilities to shareholders are understood and met.

The UK Listing Rules require the Company to include certain information in a single identifiable section of this Annual Report, or a cross-referenced table indicating where conflicts of interest are set out. The Directors confirm that there are no conflict disclosures to be made in this regard, save those listed below:

• Director Remuneration – The Remuneration Committee continues to determine that neither Peter Dubens nor his alternate, David Till, should receive a Director’s fee due to their leadership of, and economic interest in, the wider Oakley Capital Group (including Oakley Capital Limited), which provides investment advisory, administration and operational services to the Company.
• Oakley Capital Limited – The Company has in place an Administration Agreement and an Investment Advisory and Operational Services Agreement with Oakley Capital Limited, which is majority owned by Peter Dubens, a Director of the Company. The Company’s Management Engagement Committee conducts an annual review of the Adviser.
• Overlapping Director Appointments – The Directors’ appointments to the boards of other listed businesses are subject to regular review to ensure that any conflicts of interest are handled appropriately. These appointments are detailed in the Board of Directors section. It is noted that Fiona Beck and Kiernan Bell each hold overlapping external directorships for another publicly listed entity, Atlas Arteria International Limited. Having considered the activities of Atlas Arteria International Limited (and Atlas Arteria Limited, to which Atlas Arteria International Limited’s shares are stapled and traded), the Board has assessed these ‘overlapping’ external directorships and continues to conclude that neither these directorships, nor any other external directorships held by the Directors, present a conflict or otherwise create an issue for the Company or its shareholders.
• Time Out Group plc – At year-end, the Company’s direct shareholding in Time Out Group plc (‘Time Out’) stood at 43.70%. This position decreased to 33.32% following the completion of the placement of additional shares that completed in January 2026 (38.10% as of 31 December 2024). Peter Dubens is the Non-Executive Chair of Time Out. In order to appropriately manage the potential conflict of interest, Peter, along with his alternate, David Till, recuse themselves from certain decision-making processes in relation to Time Out.
  

All Directors of the Company are required to hold shares in the Company. For the avoidance of doubt, each Director’s shareholding in the Company is not considered to present a conflict with the interests of the wider shareholder base, instead being viewed as an interest alignment mechanism, ensuring that decisions made by the Directors are in the best interest of all shareholders. Directors’ shareholdings in the Company are disclosed within the Remuneration section of this report and publicly disclosed through RNS each time a Director buys shares in the Company.

Economic Substance

Bermuda enacted the Economic Substance Act 2018 and related regulations to align with international tax transparency standards and anti-profit-shifting initiatives. These rules form part of global efforts to ensure that entities benefitting from preferential tax treatment maintain genuine economic activity in the jurisdiction.

In that regard, nine business sectors were identified as being at greater risk of generating geographically mobile income, and it is those business sectors, referred to in Bermuda as ‘relevant activities’, that are subject to the economic substance requirements.

Any entity that is in scope of the requirements that carries on any one or more of these relevant activities (and earns any gross revenue from that relevant activity) is required to satisfy the economic substance requirements.

As a Bermuda-based company providing financing through interest-bearing loans to the Direct Investments, OCI is classified as a ‘relevant activity’ entity and therefore subject to Bermuda’s economic substance requirements. The Company maintains annual compliance through economic substance declarations, prepared with assistance from the Investment Adviser and Carey Olsen.

Board information and support

The Board receives, in a timely manner, information of an appropriate quality to enable it to successfully discharge its responsibilities. Papers are provided to the Directors in advance of the relevant Board or committee meeting to allow for further enquiries prior to the meeting, should they so wish. Advanced issuance of materials also allows any Director who is unable to join on occasion to submit views in advance of the meeting.

The Board of Directors has regular and open access to Oakley which supports open discussion at Board meetings.

Reports from the committees of the Board

The Board has delegated specified areas of responsibility to its committees. The terms of reference of all committees are available on the Company’s website here: www.oakleycapitalinvestments.com/about/board-and-governance.

In practice, all Board members are eligible to attend all committee meetings, unless conflicts would preclude them from attending.

The Board assesses annually each committee’s performance against its terms of reference, and obtains Directors’ views of its effectiveness. Additionally, a Board Effectiveness Review is completed annually, considering the Board as a whole.