Nomination Committee report

Nomination Committee role

The Committee ensures the continued effective operation of the Board and its committees by overseeing nominations, appointments and reappointments to the Board. The process undertaken by the Committee includes:

• reviewing the succession plans for the Chair of the Board and Directors;
• assessment of Board effectiveness and Director performance, in conjunction with the Remuneration Committee;
• identifying Director skill and experience gaps and coordinating searches for new qualified candidates to fill independent Non-Executive Director vacancies who align with the specific criteria agreed by the Board; and
• agreeing a short-list of candidates and interviewing them, both individually and with the Board as a whole.

The recruitment process for the Chair Designate and the new independent Non-Executive Director was led by Richard Lightowler and Steve Pearce, and was supported by two external search agencies – Sainty Hird (based in London) and SZ&J (based in Zürich). Neither the Company, nor its Directors, have a connection with the two search agencies.

The two agencies supported the Company in preparing a long-list of candidates, as directed by the Nominations Committee. The Committee then developed a short-list of preferred candidates, who were interviewed by Steve Pearce and Richard Lightowler before being presented to the wider Board. This process resulted in the recommendation by the Committee members to appoint Kiernan Bell and Christopher Samuel as new Board candidates, and the recommendation was passed to the full Board for its consideration and approval. Following their appointments in November 2025, the new Directors are subject to a vote for reappointment at the next AGM along with the other Directors standing for re-election.

The Board seeks unanimous votes on the appointment of proposed candidates. As noted in the composition of the Board section, Christopher Samuel will assume the role of Chair from March 2026. Christopher’s appointment as Chair will also be subject to re-election at the next AGM, and Christopher will not be permitted to vote on his own appointment as the Chair.

The Company has adopted a formal policy of Board succession, which also addresses the tenure of its Board as a whole. The Company recognises the importance of reviewing Board composition, suitability and tenure at least annually to address the evolving needs of the Company. This helps to ensure that the Company remains open to new ideas and independent thinking while retaining necessary experience and expertise in line with the needs of the Company, Bermuda company law and the AIC Code of Corporate Governance.

The key pillars of the Company’s policy on Board succession and diversity are set out below:

• Due consideration is given to the independence, effectiveness, experience and contribution to the Company when determining tenure of the Directors
• Directors are typically appointed for an initial term of three years (the ‘Initial Term’) and extensions to the Initial Term are considered at the Board’s discretion and as advised by the Nominations Committee

• Notwithstanding this, tenure is subject to annual reappointment at the AGMs
• Ensuring compliance with Bermudian economic substance requirements by appointing a sufficient proportion of Board members who are based in Bermuda
• Maintaining an absolute minimum of two Directors to ensure compliance with the Company’s bye-laws
• Ensuring an appropriate skills balance across the Board as a whole.

Following a rigorous search process, the Committee recommended the appointments of Kiernan Bell and Christopher Samuel as Non-Executive Directors. Their appointment to the Board in November 2025 considered the experience and skill of candidates interviewed for the role with the aim of securing the individuals with the skills and experience that best complement those of the existing Board members.

Board effectiveness

At the end of 2025, the Nomination Committee conducted a comprehensive Effectiveness Review of the Board. All of the Directors were invited to input as part of the assessment, along with senior members of the Oakley team. The results of the review demonstrated a strong overall performance and an effective Board, further bolstered by the appointments of Kiernan Bell and Christopher Samuel in November 2025, and a unified desire to continue to focus on key strategic matters for the benefit of the Company’s shareholders. Having given due consideration to the roles and responsibilities of the committees, the Nominations Committee recommended that all independent Directors be appointed to the Company’s committees, in order to fully utilise the respective skills and experience of each Director.

Diversity and inclusion

The Board strongly supports the principle of boardroom diversity and actively promotes diversity, inclusion and equal opportunity throughout its regular activities. The Board’s aim is to have Directors with an appropriate mix of skills, experience and knowledge, recognising diversity of gender, social and ethnic backgrounds, as well as cognitive and personal strengths. The Board oversees adherence to, and the maintenance of, the Company’s Board Diversity Policy, to ensure a diversity lens is applied when considering its composition once the right skill sets have been accounted for.

The two external search firms engaged by the Board as part of the recruitment process were instructed to provide a diverse range of candidates for consideration, enabling the Board to make appointments on merit and against objective criteria.

In accordance with UK Listing Rules regarding disclosures on the composition of the Board of Directors, the Company provides below a summary of its performance against the Board composition targets and, within the Corporate governance principles section, includes narrative of the Company’s succession planning.

The Board is comprised of six Directors, two of whom are female, i.e. one third of the Board. The Board acknowledges the targets set under the UK Listing Rules that the Board should be constituted by at least 40% female members, with at least one of these female Board members being in a senior position, and at least one Board member being from a minority ethnic background. Although the Company’s Board does not currently meet these targets as defined by the UK Listing Rules, the Board considers the chairing of one of the committees to be a ‘senior role’ within the Company. In particular, the Main Market listing was overseen by the Governance, Regulatory and Compliance Committee, which is chaired by Fiona Beck. It should also be noted that 40% of the Independent Directors are female. The Board recognises the importance of gender and ethnic diversity within boards and, in accordance with the Company’s Board Diversity Policy, will continue to assess opportunities to progress towards these targets. Any new appointments will continue to seek a diverse pool of candidates for consideration, with the ambition of appointing someone from a minority ethnic background with the right skill set and experience to support the best interests of the Company and its shareholders.

The targets and the Company’s response as at 31 December 2025 are set out below, with the data being collected from the Directors as part of voluntary and open discussions and in compliance with applicable data protection regulation.

In accordance with UK Listing Rules, the following table sets out data, as at 31 December 2025, on the ethnic background and the gender identity or sex of the individuals on the Company’s Board.