Remuneration Committee report

Remuneration Committee role

The Remuneration Committee is tasked with reviewing and determining, on an annual basis, the level of fees payable to the Company’s Directors, with a view to ensuring the appropriate remuneration of the Board, while ensuring no Director determines their own remuneration.

The Committee’s key objective is to maintain a competitive remuneration model that attracts and retains high-calibre members of the Board and aligns with the Company’s culture and values, and does not encourage inappropriate or excessive risk-taking – by being a fixed fee rather than performance-linked. Remuneration is reflective of the level of engagement maintained by each Director across a full Board and Committee schedule and the quality of contribution made throughout the year. The remuneration framework is designed to ensure that Directors are free of conflict and act in the best interests of the Company.

Compensation for loss of office

There are no agreements between the Company and its Directors providing for compensation for loss of office that occurs because of a change of control.

Remuneration Committee activity

The Committee conducted a comprehensive review of Director remuneration in July 2025. In performing the review, the Committee: obtained an independent market study on director remuneration models and trends; performed a broader market study using information collected from NED recruiters and publicly available data; considered the results of Board effectiveness surveys conducted over recent years; and considered both the time committed and responsibilities carried by individual Board members.

The Company’s Board, and a number of its committees, continue to meet quarterly, with meetings held over two days following preparatory pre-meetings with respective Directors. Additional meetings are held ahead of the release of quarterly valuations, and the number of ad hoc meetings and meetings with Oakley has remained at the same cadence as in 2024.

Having considered the comprehensive review undertaken by the Committee in 2025, and taking into account the current market trends, inflationary drivers and the significant commitment of Board members outside of the Board and committee cycle, it was recommended to the Board that:

• Director remuneration would be increased by 10%, effective from 1 January 2026;
• Remuneration will continue to be paid on a fixed fee basis to the rates attributed to each role;
• Additional fees will continue to be paid to the Board Chair and Audit Committee Chair in recognition of the additional time commitment and responsibilities of those two roles;
• In line with previous years, no fees will be paid to Directors who also hold executive management roles with Oakley Capital Limited;
• The Committee will continue to perform an annual assessment of Director remuneration.

The Remuneration Committee determined that it would appoint all of the Company’s independent Directors to the Committee. In keeping with the AIC’s Principles, the Interim Chair of the Board is not the chair of the Remuneration Committee, though he is a member of the Committee. This is considered appropriate in accordance with the AIC Code as Steve Pearce was independent when joining the Company as a Director (and continues to be considered to be independent). The appointment of all independent Directors to the Remuneration Committee is deemed to be a beneficial decision for the Company, as the larger group of members supports the robustness of the Committee’s decision-making processes, and ensures that each of the Committee members have an appropriate level of influence over the operation of the Committee.

On behalf of the Board.

Kiernan Bell
Chair of the Remuneration Committee