Remuneration report

The annual fees for Non-Executive Directors who served in the period from 1 January 2025 to 31 December 2025 were reviewed in July 2025. Directors are remunerated in the form of fixed fees payable to the Director, typically 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 in respect of the year ended 31 December 2025 is set out in the table below. The year-on-year increase is attributable to the November 2025 appointments of Christopher Samuel and Kiernan Bell, combined with the first inflationary fee adjustment since 2023. There are no long-term incentive schemes provided by the Company, no fees paid to former Directors, no performance fees are paid to Directors, and the shares held in the Company by each Director are purchased on their own account.

Peter Dubens and his alternate, David Till, are each Directors of the Oakley Capital Group and serve without receiving a fee.

None of the Directors have a service contract with the Company. Each Director is appointed by a letter of appointment setting out the terms of their appointment.

Directors’ interests in shares of the Company

While there is no legislative requirement for Directors to own shares in the Company, having a minimum long-term shareholding requirement is seen as best practice among listed companies. Each Director is required to purchase, on their own account, and hold sufficient stock in the Company to represent a minimum of one year’s remuneration, based on the current year’s fees. This is a common practice in the industry, and fosters alignment between the Board and the Company’s shareholders.

Any newly appointed Director is required to purchase stock to that level within three years from the date of their appointment. The shares purchased and held by the Directors are not a result of any form of variable remuneration, ensuring the continued independence of the Board.

All Directors who have been in-post for three years or more are in compliance with the policy and the table below shows the number of shares each Director holds in the Company, as at 9 March 2026.