Directors’ report

Dividend policy and distributions

During 2025, the Board cancelled any future OCI dividends and launched the annual share buyback programme discussed above. This did not impact the declared final dividend in respect of the year ended 31 December 2024.

Operational service fees

Oakley is appointed by the Company as a primary key service provider for: a) investment advisory and operational services to the Company, in accordance with the Investment Advisory and Operational Services Agreement, and b) administration services to the Company under the Administration Agreement.

For the year ended 31 December 2025, 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 OCI 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.

Stewardship and delegation of responsibilities

The Board has delegated to Oakley substantial authority for carrying out the day-to-day administrative and operational functions of the Company under each of the agreements in place between the parties. Oakley is also responsible for furnishing the Company with regular feedback on its activities, which allows the Board to track developments within the portfolio.

The Investment Adviser has a policy of active portfolio management, ensuring that significant time and resource is dedicated to every investment. The Investment Adviser’s executives are typically appointed to portfolio company boards to ensure the implementation and continued application of active, results-orientated corporate governance. The Company exercises its own voting rights in relation to Time Out.

Annual General Meeting

An AGM was held on 2 September 2025, with the results published by RNS on the same day.

In compliance with the bye-laws of the Company, the AGM for 2026 will be conducted within 15 months of 2 September 2025. Details of the next AGM will be published separately to this report.

Capital Markets Day

The Board held its annual Capital Markets Day in May 2025, consisting of presentations to shareholders and analysts by senior members of Oakley and management teams from a selection of the Oakley Funds’ portfolio companies. Steve Pearce and Richard Lightowler participated, and were joined by 109 institutional investors, advisers and analysts – 75 of those attended in person while a further 34 joined virtually. Key topics discussed during the 2025 Capital Markets Day included:

• An overview of the latest OCI performance, including an update on recent market trends (fundraising, deal activity, valuations);
• A summary of each of Oakley’s key focus sectors, their respective market backdrops and relevant strategic initiatives;
• An update on performance and current trading of the individual underlying portfolio companies;
• Management presentations from Steer Automotive Group, Konzept & Marketing and North Sails;
• Responsible investment – the journey so far and our focused ESG programme.

Public reporting

The Company’s Annual Report and Accounts, along with the interim results, quarterly trading updates and ad hoc RNS releases, are prepared in accordance with applicable regulatory requirements and published on the Company’s website.

Financial prospects and position

In compliance with Provision 36 of the AIC Code, the Board has assessed the prospects of the Company over a period in excess of the 12 months required under the going concern assessment. The Board has considered the sustainability and resilience of the Company’s business model over the long term. This period of assessment of long-term prospects is greater than the period over which the Board has assessed the Company’s viability. The Board considers three years as the most appropriate time period to assess the long-term viability of the Company, as required by the AIC Code. This time period has been chosen as a period over which the Board can reasonably, and with a sufficient degree of likelihood, assess the Company’s prospects and over which the existing Oakley Fund commitments are expected to be largely drawn.

The Board has established procedures that provide a reasonable basis to make proper judgements on an ongoing basis as to the principal risks, financial position and prospects of the Company. Regular reporting to the Risk Committee of the Board provides for ongoing analysis and monitoring against risk appetite.

Strategic considerations of the Board as it relates to the financial prospects of the Company include:

• Credit facilities: The Company increased commitments from lenders to £325 million, thereby increasing OCI’s flexibility and liquidity.
• Hedging: The Company does not currently hedge its foreign exchange exposure through the use of derivatives. Instead, it seeks to mitigate foreign exchange risk, where practicable, by aligning assets and liabilities in relevant currencies and by managing foreign currency transactions to create a natural hedge. In relation to interest rate risk, OCI entered into a two-year interest rate cap agreement capping Euribor on its credit facility at 3%.
• Cash management: Cash flow forecasts are regularly monitored to ensure that the Company can meet ongoing commitments to the Oakley Funds, on both a base case and in stressed scenarios.
• Asset Liquidity: The extent to which the assets on the balance sheet of the Company are marketable or convertible to cash.
• Commitment to future Oakley Funds: Commitments are based on analyses of liquidity forecasts and investment opportunities.
• Share buybacks: The Company periodically implements share buybacks for cancellation as part of its overall capital allocation and liquidity considerations.

Viability statement

Based upon this assessment, the Directors confirm they have a reasonable expectation that the Company will continue in operation and meet its liabilities as they fall due over the period of three years from the date of this report.

Going concern

The Directors have determined that the Company will be able to continue for the foreseeable future (being a period of 12 months from the date of this report). This determination is based on the assessments outlined within this report, the nature of the Company’s business, and the investments that it makes.

Furthermore, the Directors are not aware of any material uncertainty regarding the Company’s ability to do so.

In reaching this conclusion, the Directors have assessed the nature of the Company’s assets and cash flow forecasts and consider that adverse investment performance should not have a material impact on the Company’s ability to meet its liabilities as they fall due. Accordingly, they are satisfied that it is appropriate to adopt a going concern basis in preparing the Consolidated Financial Statements.

Service providers and significant agreements

Where it is necessary to do so, the Company engages service providers to perform certain functions on its behalf. The Board collectively and collaboratively promotes open dialogue with its key service providers through a combination of formal meetings and calls, as well as informal communications throughout the year where appropriate.

The following agreements and service providers are considered significant to the Company:

• Oakley as Investment Adviser, Administrator and Operational Services Provider under the terms of such relevant respective agreements
• Carey Olsen as Company Secretary and legal advisers to the Company as regards Bermudian law
• Travers Smith as legal advisers to the Company as regards UK listed matters
• Fried Frank as advisers relating to banking and fund investments
• KPMG Audit Limited as appointed Auditor to the Company
• Deutsche Numis Ltd as broker and financial adviser
• Computershare Investors Services PLC as CREST depository and registrar to the Company.

The Management Engagement Committee’s role is to review on a regular basis the appointment, remuneration and performance of the key service providers to the Company, with a key focus on Oakley.

Disclosure of information to the Auditor

Having made enquiries of their fellow Directors and key service providers, each of the Directors confirms that:

• to the best of their knowledge and belief, there is no relevant financial information of which the Company’s Auditor is unaware; and
• they have taken all the steps a Director might reasonably be expected to have taken to be aware of relevant financial information and to establish that the Company’s Auditor is aware of that information.

Donations

During the year to 31 December 2025, no donations were made to political parties or political organisations, or independent election candidates.

Listing Rule 6.6.4

UKLR 6.6.4R requires listed companies to disclose a range of information within their Annual Reports. The Directors confirm that there are no disclosures to be made pursuant to this rule.

Post balance sheet events

The Board of Directors has evaluated subsequent events from the year end through to 11 March 2026, which is the date the Consolidated Financial Statements were available for issue. No significant events were identified for disclosure.

On behalf of the Board.

Steve Pearce Chair
11 March 2026