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213800KW6MZUK12CQ815 2025-01-01 2025-12-31 213800KW6MZUK12CQ815 2024-01-01 2024-12-31 213800KW6MZUK12CQ815 2025-12-31 213800KW6MZUK12CQ815 2024-12-31 213800KW6MZUK12CQ815 2023-12-31 ifrs-full:IssuedCapitalMember 213800KW6MZUK12CQ815 2023-12-31 ifrs-full:SharePremiumMember 213800KW6MZUK12CQ815 2023-12-31 ifrs-full:RetainedEarningsMember 213800KW6MZUK12CQ815 2023-12-31 213800KW6MZUK12CQ815 2024-01-01 2024-12-31 ifrs-full:IssuedCapitalMember 213800KW6MZUK12CQ815 2024-01-01 2024-12-31 ifrs-full:SharePremiumMember 213800KW6MZUK12CQ815 2024-01-01 2024-12-31 ifrs-full:RetainedEarningsMember 213800KW6MZUK12CQ815 2024-12-31 ifrs-full:IssuedCapitalMember 213800KW6MZUK12CQ815 2024-12-31 ifrs-full:SharePremiumMember 213800KW6MZUK12CQ815 2024-12-31 ifrs-full:RetainedEarningsMember 213800KW6MZUK12CQ815 2025-01-01 2025-12-31 ifrs-full:IssuedCapitalMember 213800KW6MZUK12CQ815 2025-01-01 2025-12-31 ifrs-full:SharePremiumMember 213800KW6MZUK12CQ815 2025-01-01 2025-12-31 ifrs-full:RetainedEarningsMember 213800KW6MZUK12CQ815 2025-12-31 ifrs-full:IssuedCapitalMember 213800KW6MZUK12CQ815 2025-12-31 ifrs-full:SharePremiumMember 213800KW6MZUK12CQ815 2025-12-31 ifrs-full:RetainedEarningsMember iso4217:GBP iso4217:GBP xbrl:shares xbrl:shares

# Strategic report

# Oakley Capital Investments / Annual Report 2025

Led by founders,
built to perform

Watch video: Results 2025

# About OCI

# Strategic report / About OCI

Oakley Capital Investments

What is OCI?

Oakley Capital Investments Limited (‘OCI’) invests in private equity funds (the ‘Oakley Funds’) and direct investments managed by OCI’s investment adviser Oakley Capital (‘Oakley’). OCI is listed on the Main Market of the London Stock Exchange in the closed-ended investment funds category.

Watch video:
What is private equity?

OCI is for everyone

OCI offers public investors access to Oakley Capital’s private equity portfolio and the leading returns it generates. Following OCI’s Main Market listing and FTSE250 inclusion, investors now benefit from broader market accessibility.

Watch video:
What is listed private equity?

Why invest in OCI?

OCI’s access to Oakley Funds delivers superior returns and long-term growth for its investors. OCI provides institutional-quality private equity exposure with the liquidity and transparency of a regulated public company.

See how in the following:
Why invest in OCI?

# Why invest in OCI?

# Strategic report / Why invest in OCI?

Consistent
outperformance

OCI’s objective is to generate long-term returns in excess of the FTSE All-Share Index.

See: OCI key performance indicators

See: 2025’s top performers

## Strategic report / Why invest in OCI?

Founder-led growth opportunities

OCI’s Investment Adviser, Oakley Capital, has built a proprietary deal sourcing network that helps it source high-growth, founder-led investment opportunities.

Watch video: Finding the best investments

See: 2025’s investments

## Strategic report / Why invest in OCI?

Predictable growth,
compounding earnings

OCI’s long-term performance is driven by sustainable EBITDA growth within a portfolio of digitally focused businesses. Strong underlying growth, combined with active ownership, supports continued value creation over time.

See: Portfolio overview

## Strategic report / Why invest in OCI?

Proven value creation

Oakley’s four key value creation drivers generate growth in a portfolio of fast-growing, profitable, unlisted companies across four specialist sectors and across the private equity cycle.

Watch video: How do we create value?

# OCI KPIs

# Strategic report / OCI KPIs

OCI key performance
indicators

2025 has seen continued deployment for OCI, with £197 million invested during the year (2024: £299 million) and £92 million of look-through proceeds realised (2024: £179 million). Total Net Asset Value (‘NAV’) Return per Share was +45 pence (2024: +15 pence), reporting a 6% increase for the 12-month period (2024: 2%). When the impact of foreign exchange is removed, Total NAV Return per Share is approximately +23 pence (2024: +40 pence), representing a 3% increase on the prior year NAV.

Net Asset Value
Represents the total value of the Company’s assets less liabilities

£1,233m

Strategic relevance
NAV represents the total value of the Company’s assets less liabilities. Increases in NAV reflect the combined effect of disciplined capital deployment, the Investment Adviser’s value creation activities in portfolio companies, and successful realisations.

Performance
OCI’s NAV grew to £1,233 million (2024: £1,226 million), net of £48 million of share buybacks executed through the annual buyback programme, reflecting the priorities in respect of capital allocation. With NAV fully invested at year‑end, OCI remains well positioned to drive future returns and sustain long‑term value creation.

## OCI long-term shareholder return vs indices

OCI Total Shareholder Return and FTSE All-Share return has been re-based to 2016.

OCI uses the FTSE All-Share Index as its benchmark because it reflects the overall UK equity market performance, against which the Company seeks to deliver sustained outperformance.

## OCI KPIs

NAV per share
Represents the underlying value of each share

738p

Strategic relevance
Represents the underlying value of each share, depicting the outcome of OCI’s strategy of long-term value creation through active ownership.

Performance
OCI’s NAV per share increased to 738 pence during the year. This includes an 11 pence contribution from the ongoing share buyback programme. OCI’s NAV per share is presented net of the final 2.25 pence dividend paid in Q2 2025.

Resilient performance
Total NAV Return per share

6%

Strategic relevance

Represents shareholder value creation during the year, including both NAV growth and dividends paid. The measure links capital allocation, portfolio performance and distribution policy.

Performance

OCI delivered a Total NAV Return per share of 6% for the year, supported by a 3% gain from foreign exchange movement.

Delivering returns
Total Shareholder Return

15%

Strategic relevance

Measures total return to shareholders by expressing share price appreciation and dividends paid as an annualised percentage. It links portfolio performance to market perception and highlights risks relating to market sentiment and corporate actions, liquidity and the discount to NAV.

Performance

Total Shareholder Return was 15% for the year, reflecting an ability to continually create meaningful value for shareholders, across different macroeconomic environments.

## Oakley Funds KPIs

Invested by OCI during the period

£197m

Strategic relevance

Reflects OCI’s look-through investment activity during the year through capital deployment, at an underlying portfolio company level, for future returns. The metric demonstrates execution of OCI’s investment strategy and informs on capital allocation.

Performance

To take advantage of the existing macroeconomic climate, OCI deployed £197 million into new investments during the year, strategically positioning itself for significant value creation potential. OCI’s deployment comprised £110 million into new platform investments, alongside £87 million in follow-on investments.

Look-through proceeds to OCI during the period

£92m

Strategic relevance

Represents the value of look-through proceeds realised by OCI from its investments in the Oakley Funds. It evidences continued execution of the realisation strategy and is sensitive to exit timing and market conditions. Timing validates maturation strategy, informs decisions on commitments, leverage and capital allocation.

Performance

Despite a subdued mergers & acquisitions (‘M&A’) backdrop, the portfolio continued to generate liquidity for OCI, achieving £92 million of look-through proceeds during the year, comprising £57 million of realisations and £35 million of refinancings.

See more on vLex

## Other Metrics*

Discount to NAV*

23%

Strategic relevance
Indicates how the market values OCI relative to its underlying assets, in turn managing the discount supports shareholder alignment and capital allocation opportunity through buybacks and reflects market and liquidity risk.

Performance
OCI’s discount to NAV decreased to 23% (2024: 28%), remaining broadly in line with its peer group.

## Realised gross Money Multiple*

3.6x

Strategic relevance

Demonstrates the underlying returns of the Oakley Fund Investments realised during the year. The metric demonstrates the effectiveness of investment selection and active ownership.

Performance

Demonstrating the ability to continue delivering standout realisations in the current macroeconomic environment, Origin I exited vLex at a more than 6x Realised gross Money Multiple. In addition, Fund III exited atHome for a 2.3x Realised gross Money Multiple. Both exits contributed to an average Realised gross Money Multiple of 3.6x for the year.

Five-year CAGR*

13%

Strategic relevance

Annualised Total NAV Return per share calculated over a five-year period. A measure of the consistency and quality of growth in the portfolio. It demonstrates consistency of execution across market cycles while remaining exposed to macroeconomic and structural risks.

Performance

OCI delivered a five-year compound annual growth rate (‘CAGR’) of 13% and remains one of the best-performing listed private equity funds over the last five years.

*Other Metrics are financial measures of historical or future performance, financial position or cash flows other than those defined or specified under International Financial Reporting Standards (‘IFRS’).

Other Metrics are used in this Annual Report where the Board considers them to be the most relevant basis for shareholders to assess the performance of the Company and to compare the Company’s performance with that of its peers, taking into account industry practice. Definitions of Other Metrics are provided in the main body of the Annual Report or in the Glossary, where appropriate.

The Company believes that these Other Metrics, when considered alongside IFRS measures and key performance indicators (‘KPIs’), provide shareholders with a more comprehensive understanding of the Company’s results, investment performance, value creation and the delivery of the Company’s investment strategy.

The Company holds its investments through a combination of closed-ended indirect fund investments and Direct Investments. Under the Other Metrics basis, the Company adopts a look-through approach to the underlying assets and liabilities, with investments reported on a portfolio basis, which the Board considers to be a meaningful representation of the Company’s economic exposure and performance.

Total liquidity

Cash and available credit

£191m

(2024: £225m)

See: Cash and liquidity

As at the year-end, available borrowing capacity amounted to £96m (2024: £122m).

Returning capital to shareholders

Share buybacks

£48m

(2024: £0m)

See: Directors’ report

Share buybacks generated a NAV per share gain of 11 pence (2024: nil) over the course of the year.

Investing for future growth

Outstanding fund commitments

£992m

(2024: £646m)

See: Funds overview

Expected to be deployed over next
c.5 years, and of which, c.£300m is not expected to be drawn.

# Increase in value 2025

# Strategic report / Increase in value 2025

Increase in
value 2025

At the year-end, OCI’s NAV increased by £7 million to £1,233 million following £48 million of share buybacks and £4 million in dividend payments. The share buybacks generated an 11 pence uplift to Total NAV Return per share for shareholders.

## Movement in NAV £m

## Movement in the value of investments £m

*Figures are presented inclusive of the non-cash transfer that took place between Fund II and North Sails CV during the year.

## NAV growth

OCI’s NAV increased by £7 million during the period, reflecting £74 million of total investment gains, offset by: £48 million utilised for share buybacks, £13 million of net income and expenses primarily comprising facility financing costs and expenses recharged by Oakley, and £4 million of dividends paid.

Total investment gains of £74 million comprised £31 million of realised gains on investments, including c.£16 million from Fund III’s disposal of atHome and c.£16 million from Fund IV’s partial disposal of K12, net of fund expenses.

Total unrealised gains of £43 million were primarily driven by £40 million of favourable unrealised foreign exchange movements. The remaining £3 million reflected net unrealised gains on investments, comprising £37 million of unrealised gains across the Oakley Funds and a £24 million uplift in the North Sails Direct Investment, offset by a £58 million reduction in the valuation of the Direct Investment in Time Out.

See more on the impact of foreign exchange rates below.

## OCI’s FX exposure results from the following three elements:

## 1. Reporting currency of investments (Oakley Funds and Direct Investments)

OCI holds investments in the Oakley Funds denominated in euros, and investments in US dollars through North Sails CV and Touring. OCI also holds a Direct Investment in North Sails, which is denominated in US dollars. An FX gain or loss arises from translating the reporting currency of the Fund or Direct Investment into OCI’s reporting currency, which is GBP.

## 2. OCI’s own operating balances

In the ordinary course of business, OCI has certain transactions translated at the date of the transaction and balances not denominated in its reporting currency which are translated to GBP at the period-end. OCI also maintains a multicurrency credit facility, providing additional flexibility to support capital deployment and meet funding obligations as they arise.

## 3. Underlying portfolio companies

Certain portfolio companies operate in multiple currencies, and this gives rise to two distinct types of FX exposure.

First, some portfolio companies have a reporting currency that differs from their respective Fund’s reporting currency. The Private Equity Funds and PROfounders Fund III, report in euros and North Sails CV and Touring I report in US dollars. Portfolio companies in these funds are valued in their own reporting currency, and their valuations are then translated into the Fund’s reporting currency for inclusion in the overall NAV. This translation results in an unrealised FX gain or loss at the Fund level, which ultimately flows through to OCI via changes in fair value.

Second, portfolio companies may generate revenues or incur costs in currencies other than their own reporting currency. While the trading exposures are not directly reflected in NAV, they can influence the company’s EBITDA and valuation, which in turn may directly affect the Fund’s NAV before ultimately flowing through to OCI via changes in fair value.

# Private Equity Funds and Direct Investments portfolio

# Strategic report / Portfolio overview

Private Equity Funds and
Direct Investments portfolio

The top three contributors to NAV growth during the period were Clio, Phenna and TechInsights, contributing increases of 33 pence, 23 pence and 13 pence per share, demonstrating strong performance across the sectors.

Private Equity Funds – Top 10 movements (£m)

A resilient performance of the underlying portfolio positively contributed to OCI’s Total NAV Return of 6%.

The largest five contributors to growth were Clio*, Phenna, TechInsights, Bright Stars and IU Group.

*In November, Origin I disposed of its stake in vLex, a cloud-based legal information subscription platform, to Clio, a global leader in legal technology, generating a Realised gross Money Multiple of >6x. As part of the transaction, Origin I partially reinvested in Clio, in order to benefit from expected future growth.

Note: Figures represent the net look-through movement in portfolio company value.

A solid performance of the underlying portfolio positively contributed to OCI’s Total NAV Return of 6%.

The largest five contributors to growth in 2025 from Oakley Funds were Clio, Phenna, TechInsights, Bright Stars and IU Group. Driven by the significant NAV uplift arising from the realisation of vLex, Clio was the standout performer, contributing £55 million of net valuation gain to OCI’s Total NAV Return at year-end.

Steer’s contribution to NAV declined during the year, despite revenue growth ahead of the broader market. In a challenging trading environment, Steer continued to lead industry consolidation, expanding from 98 sites to approximately 200 sites as at December 2025. The NAV movement primarily reflects a higher cost base following M&A activity, with synergies yet to be fully realised, together with the impact of the UK Government’s national insurance reform, effective from April 2025.

ACE Education’s contribution to NAV declined, due to reductions in both revenue and EBITDA following a challenging academic year, mainly as a result of a contraction in the French apprenticeship part of the market. In response, ACE Education has strengthened its leadership team and is focused on delivering cost efficiencies.

Contabo’s contribution to NAV also declined, reflecting market uncertainty in respect of broader geopolitical risk.

When considering the contribution from the OCI Direct Investments (not shown in the table above), the North Sails direct position was one of the leading drivers of NAV growth in the period, contributing £15 million. However, this was offset by Time Out’s unrealised loss of £54 million, driven by the decline in Time Out’s share price.

# Chair’s statement

2025 marked a year of significant progress for the Company.

OCI enters 2026 as a FTSE 250 constituent with strong momentum and a compelling proposition for investors.”

Steve Pearce Chair

Robust earnings growth

11%

Organic LTM EBITDA growth

See: Investment Adviser’s report

Resilient performance

15%

Total Shareholder Return

See: OCI NAV overview

2025 marked a year of significant progress for the Company. OCI delivered a 15% Total Shareholder Return despite an uncertain macroeconomic backdrop. In this context, the portfolio generated robust earnings growth in the period, while the sale of vLex at more than 6x Realised gross Money Multiple highlighted the ability of OCI’s Investment Adviser (‘Oakley’) to identify exceptional investment opportunities capable of generating supernormal returns.

The year also saw measurable progress against the Board’s key priorities, specifically the evolution of OCI’s capital allocation policy, and further strengthening of governance through new Board appointments. The transfer of OCI’s listing to the Main Market of the London Stock Exchange was also successfully completed during the year, improving the liquidity and accessibility of the Company’s shares. As a result, OCI enters 2026 as a FTSE 250 constituent with strong momentum and a compelling proposition for investors.

## Performance

OCI delivered a Total NAV Return per share of +6% (+45 pence), reflecting resilient performance within its underlying portfolio companies. OCI remains one of the best-performing listed private equity investment funds, having delivered a Total Shareholder Return of 109% and NAV growth of 88% over five years (inclusive of dividends), reflecting the ability of Oakley to create value across macroeconomic environments.

Total NAV grew by £7 million to £1,233 million, and as at 31 December 2025, OCI’s underlying portfolio in Oakley managed mid-market funds totalled 38 companies across the Technology, Education, Consumer and Business Services sectors.

OCI remains one of the best-performing listed private equity investment funds.”

Steve Pearce Chair

Trading across portfolio companies was robust, in spite of a macroeconomic environment that struggled to find a stable footing. The portfolio delivered LTM EBITDA growth of 11%, reflecting the quality and resilience of underlying businesses and validating Oakley’s value creation platform. Transitioning businesses to a recurring revenue model continues to be a core value creation driver, with almost three-quarters of portfolio companies now benefitting from largely, or partially, recurring revenues. During the year, Oakley also executed more than 70 bolt-on acquisitions across the portfolio, in particular across platform investments in the Business Services and Education sectors.

## Investments and realisations

Following record deployment in 2024, the Investment Manager took advantage of the uncertain climate to continue investing in the next generation of opportunities. During the period, Oakley invested in ten new high-quality, fast-growing companies across its mid-market Flagship and lower mid-market Origin strategies. Of the Venture Funds, Touring invested in eight new investments during the period, with PROfounders III investing in a further four investments in 2025. These new investments spanned all four of OCI’s core sectors and provided opportunities to partner closely with founders and management teams to drive growth. New platform acquisitions included:

- G3, a global strategic advisory consultancy;
- Brevo, a European leader in customer engagement software; and
- Paraty Tech, Spain’s fastest-growing hotel demand generation platform.

Read more about OCI’s new investments.

Oakley also continued to deliver impressive realisations in the period, demonstrating the attractiveness of its portfolio and its expertise as a private equity manager. The sale of legaltech platform vLex to Clio, a global leader in legal software, was completed in November at a $1 billion valuation and at a 300% uplift to carrying NAV. This transaction generated c.£37 million in look-through proceeds for OCI, which also retains an ongoing indirect interest in Clio through its commitment to Origin I and Origin II. vLex is an example of the repeatability of Oakley’s strategy, investing behind founder-led businesses, building market leadership, and realising value through well-timed strategic transactions.

Learn more about vLex’s transformational growth and Oakley’s other realisations in the period.

€500 million

Fund VI
OCI is pleased to have allocated €500 million to Oakley’s latest flagship fund, Fund VI.

## Capital allocation

The Board’s capital allocation priorities are to i) expose shareholders to long-term returns through commitments to Oakley Funds, ii) maintain an efficient balance sheet throughout investment cycles, and iii) enhance NAV per Share when opportunities arise to buy back shares at a material discount to NAV.

In March, Oakley announced the final close of its latest flagship fund, Fund VI, at its hard cap of €4.5 billion. The oversubscribed fundraise was completed in just six months, reflecting strong demand from institutional investors globally, who recognise the strength of Oakley’s track record in delivering significant returns by partnering with founders across the European mid-market. During the period, OCI made a total commitment of €500 million to Fund VI, taking OCI’s outstanding commitments to the Oakley Funds at year-end to £992 million. Of this total, c.£300 million is not expected to be called and the balance will be deployed into new investments over the next five years.

In April, OCI refinanced its credit arrangements, replacing existing facilities with a new five-year facility totalling £325 million plus a £75 million accordion available subject to lender approval. Excluding the accordion, OCI’s total liquidity as at 31 December 2025 was £191 million, comprising £95 million of cash and £96 million in undrawn credit facilities.

As part of an ongoing assessment of OCI’s capital allocation policy, in March the Board elected to cancel the payment of dividends in favour of share buybacks. The Company had paid a nominal dividend since 2016, despite OCI not generating income sufficient to cover one, and the Board concluded that, on balance, shareholders would be better served by surplus capital being deployed into buying back the Company’s shares at material discounts to NAV.

For a number of years, the Board has employed share buybacks opportunistically. However, in 2025, reflecting its view that the shares have been materially and persistently undervalued, the Board formalised OCI’s share buyback programme, committing to annual recurring buybacks of a minimum of £20 million. In April, the Board authorised a further £30 million to the 2025 buyback programme, based on its assessment of liquidity at that time and the improved prospects for future realisations.

OCI completed its 2025 £50 million buyback programme on 8 January 2026, having acquired and cancelled c.9.7 million shares for an aggregate £50 million, and generating a NAV per share gain of 11 pence over the course of the programme. As previously announced, OCI has allocated a minimum of £20 million to its annual buyback programme for 2026.

## Direct Investments

As previously disclosed, Direct Investments do not form part of OCI’s strategy going forward and the Board is focused on maximising the value of its two legacy Direct Investments in North Sails and Time Out.

North Sails, the more significant Direct Investment, representing 14% of NAV, made a meaningful contribution to OCI’s NAV growth during the year. This was driven by strong financial performance and the combination of the business with leading peers Doyle Sails and Quantum Sails, which were acquired in 2024 and have immediately enhanced returns. The Board continues to work with Oakley towards realising this investment at the appropriate time.

Time Out represents c.2% of OCI’s current NAV. While its Markets division delivered growth in 2025, its Media division continued to face challenges, leading to a strategic review that has already resulted in operational enhancements aimed at returning the division to EBITDA profitability.

You can read more about our Direct Investments later in this report.

£50 million

2025’s £50 million share buyback programme was completed on 8 January 2026.

Look-through proceeds in the last two years

£271 million

During the last two financial years, OCI has generated £271 million of realisations, representing c.22% of NAV, demonstrating the resilience and liquidity of the underlying portfolio despite subdued deal activity across the wider private equity industry.

See: Realisations in 2025 See: OCI NAV overview

## Main Market listing

One of the Board’s key objectives has been to increase investor access to OCI’s shares, enabling a wider group of investors to gain exposure to Oakley’s attractive portfolio. The Board was pleased to deliver on this objective in August, when OCI was admitted to trading on the Main Market of the London Stock Exchange as an Official List company. The move reduced structural barriers for investors and increased OCI’s eligibility for a wider range of institutional mandates. It also enabled OCI to qualify for inclusion in the FTSE 250 Index, which took place on 22 September. This successful transition provides a platform for improved liquidity and enhances OCI’s visibility and attractiveness to a broader group of potential shareholders.

## Governance

2026 has seen further enhancements in governance and the continued evolution of our Board. Having completed a nine-year tenure, Caroline Foulger stepped down as Chair and Non-Executive Director at the Company’s Annual General Meeting (‘AGM’) in September, in line with UK corporate governance guidelines. Caroline presided over a period of considerable growth and development at OCI, and the Board thanks her for her significant contribution.

In November we were pleased to welcome Christopher Samuel and Kiernan Bell as independent Non-Executive Directors. Christopher was also appointed as Chair Designate and will assume that position in March 2026, following an orderly transition period during which it has been a privilege for me to serve as your interim Chair. Christopher has extensive financial services experience, having most recently served as Chief Executive of Ignis Asset Management. He is also an experienced Chair and has held Non-Executive Director roles at a variety of asset management firms, including Gartmore, Hill Samuel Asset Management and Cambridge Place Investment Management. Christopher is also currently the Chair of FTSE 100 constituent Scottish Mortgage Investment Trust plc and Non-Executive Director of Quilter Plc.

Kiernan brings significant legal expertise to the Board, with over 30 years’ experience in corporate governance, restructuring and commercial litigation. She has held Board positions at several international and financial services businesses, including Atlas Arteria International Limited, Wilton Reinsurance Bermuda Limited and HSBC Bermuda Limited.

## Outlook

Looking ahead, the Board remains confident in OCI’s positioning. The European mid-market continues to offer a deep pool of founder-led businesses with attractive long-term growth characteristics, particularly for a manager such as Oakley with established networks and a proven track record of value creation. While macroeconomic uncertainty persists, the Board believes Oakley is well placed to navigate that environment, supported by its sector focus, disciplined investment approach and ability to partner with founders to achieve growth.

Oakley has built a platform to deliver future outperformance. Approximately 80% of the 38 portfolio companies are founder-led, reflecting the Investment Adviser’s central ethos. That 70% of portfolio companies have recurring revenues highlights the resilience of the portfolio, while many businesses are also disrupting established markets, from testing and inspection to legal data, and from university education to car repairs. The portfolio companies are also well positioned to benefit from AI enhancements to their customer propositions, and this in turn is expected to drive further value creation.

OCI enters 2026 with a resilient portfolio, meaningful exposure to Oakley’s future deployment, and a capital allocation framework designed to enhance long-term shareholder returns. In the coming year, the Board remains focused on disciplined capital allocation, achieving further progress on maximising the value of OCI’s Direct Investments, and on delivering sustained value for shareholders over time.

Steve Pearce Chair
11 March 2026

# Our structure

# Business model / Our structure

Who we are

We are Oakley Capital Investments, a listed private equity investor. We invest in funds managed by our Investment Adviser, Oakley Capital, which back private founder-led businesses. This section explains why we partner with Oakley Capital as our adviser and how its proprietary approach drives value growth across its portfolio companies.

OCI’s relationship with Oakley Capital

We are a listed private equity company:

Oakley Capital Investments (‘OCI’)

We provide public market investors with access to private companies through investments in private equity funds managed by Oakley Capital. Our strategic objective is to generate long-term superior returns in excess of the FTSE All-Share Index.

- Public access to a high-quality private equity portfolio
- Independent Board focused on governance, transparency and shareholder interests
- Responsible, sustainable investing to drive resilient performance

Our chosen private equity adviser:

Oakley Capital (‘Oakley’)

Leading private equity investor in fast-growing unlisted companies across four key sectors.

- Investing from Venture to Mid Buyout, covering four strategies across the private equity cycle
- Proprietary deal sourcing and value-creation strategies, with a digital focus
- Focused on growth megatrends

# Oakley Capital (Investment Adviser)

# Business model / Oakley Capital (Investment Adviser)

The Oakley Difference

Why does OCI choose Oakley Capital as its valued Investment Adviser? Oakley Capital is a pan-European private equity investor that partners with founders and management teams with ambitions to grow their businesses and unlock their full potential.

Oakley invests in companies across the life cycle, with the majority of the Private Equity Funds portfolio covering small-mid and mid-market buyout transactions. In recent years, Oakley has expanded its strategy to also cover venture and growth tech funds. Across these four strategies, Oakley invests in four sectors: Technology, Education, Consumer and Business Services.

## Business model / Oakley Capital (Investment Adviser)

Focused on sourcing the best investments...

Deal origination

Oakley’s success is built on its network of entrepreneurs and business founders, a number of whom it has previously backed. Oakley develops and benefits from repeat partnerships with these entrepreneurs from fund to fund, as they help to unlock new investment opportunities, deepening their understanding and expertise within subsectors, and investing alongside Oakley in future funds.

Watch video: Finding the best investments

## Business model / Oakley Capital (Investment Adviser)

## From a proprietary
deal network...

Business founder network

Oakley Capital’s business founder network provides privileged access to off-market opportunities and creates frequent repeat partnerships.

77%

Founder-led deals since inception

Navigating complexity

Successful track record of navigating complexity across multiple dimensions: carve-outs, founder-led and complex stakeholder management.

70%

Uncontested deals since inception

## Business model / Oakley Capital (Investment Adviser)

With deep experience across sectors and megatrends...

Oakley Capital invests across four key sectors, defined by megatrends that have been the focus of prior investments and will continue to be with future investments, leveraging its strong track record and deep experience. The Oakley Private Equity and Venture Funds offer shareholders the opportunity to invest in a diversified portfolio of fast-growing private businesses.

Technology

Trend

Business migration to the cloud

Companies looking to deliver efficiency and productivity gains through digitalisation. Alongside our flagship Private Equity Funds, our Venture Funds also focus on the Technology sector.

Education

Trend

Growing global demand for high-quality accessible learning

Global demand for quality, accessible education is growing, and online platforms and market consolidation are satisfying demand. Oakley has a strong track record as one of Europe’s leading investors in this sector.

Consumer

Trend

Consumer shift to online

Several regions and sectors are ripe for digital disruption, as technology transforms the consumer delivery models. The Consumer sector also includes our Direct Investments in North Sails and Time Out.

Business Services

Trend

Growth in demand for mission-critical tech-enabled services

Growing regulation and demand for productivity are driving international demand for services and information that help businesses succeed in an increasingly complex, data-driven economy.

See: Portfolio overview

## Business model / Oakley Capital (Investment Adviser)

## And proven value creation drivers...

Oakley’s Investment Team works closely with founders and management teams to accelerate growth and create sustainable value by deploying a range of strategies, including M&As, business transformation, performance improvement and talent acquisition. Increasingly, this is done in partnership with Oakley’s Portfolio Team of in-house experts.

Watch video: How Oakley Capital creates value

Business model / Oakley Capital (Investment Adviser)

1

Buy and build

To date, Oakley has supported its portfolio companies with more than 350 bolt-on acquisitions, often providing the expertise and resources to help source and execute acquisitions. These include transformative deals that enable them to scale up quickly and expand into new products or markets, as well as roll-up strategies that enable consolidation in fragmented markets. Oakley’s Capital Markets team supports management teams with their M&A strategies by advising them on how to optimise capital structures, diversify funding sources and negotiate lending terms.

See: Strategy in action

350+

Oakley has supported its portfolio companies with more than 350 bolt-on acquisitions.

Target mapping and screening

Transformational M&A and platform consolidation

Deal execution and synergies

Business model / Oakley Capital (Investment Adviser)

2

Business transformation

Oakley helps portfolio companies to meaningfully enhance the way they do business, increasing their value. This can include shifting to a recurring revenue or software as a service (‘SaaS’) business model to improve the quality of earnings, launching a new e-commerce sales channel, or building an entire standalone organisation following a corporate carve-out. More recently, several portfolio companies have launched highly successful AI-powered products to help customers work more effectively, and others have developed sustainable products, helping customers better understand their environmental impacts.

See: Strategy in action

Leverage and enhance

We leverage digital tools and skills to enhance the way a company does business.

Shift to recurring revenues

Digital adoption

Post carve-out build-out

Business model / Oakley Capital (Investment Adviser)

3

Performance improvement

Oakley provides management teams with the tools to make better-informed decisions by improving management information, data analysis and reporting. Oakley’s Data and Analytics team helps unlock value across the portfolio by providing expert guidance to management teams on the introduction of AI-powered software solutions, developing data analytics to optimise M&A due diligence and sales origination, and driving internal operational efficiencies by leveraging data and analytics tools. Meanwhile, Oakley’s Sustainability team works with portfolio companies to gather, analyse and understand non-financial metrics, which in turn can drive operational efficiency and cost savings, and facilitate meaningful strategic decision-making.

See: Strategy in action

Marketing excellence

Pricing and yield optimisation

Management information development

Business model / Oakley Capital (Investment Adviser)

4

Talent acquisition

A key asset in any business is human capital, and Oakley’s Head of Talent, alongside their team, helps portfolio companies attract and retain the best talent, while also advising on the optimal organisational structure to support a long-term business plan. Oakley will often strengthen management by building out a team to support founders or formulating a succession plan.

See: Strategy in action

Building out the C-Suite

Succession solutions

Nurturing strong company cultures

# Oakley Funds strategies

# Strategic report / Oakley Capital portfolio

Oakley Funds strategies

OCI is an investor in funds managed by Oakley Capital, which consist of Private Equity and Venture Funds investing across four strategies: Venture Capital, Growth Tech, Small-mid Buyout and Mid Buyout.

The Oakley Funds focus primarily on unlisted pan-European businesses, offering shareholders the opportunity to invest in a diversified portfolio of fast-growing private businesses across four sectors: Technology, Education, Consumer and Business Services.

In addition, OCI holds two Direct Investments: North Sails and Time Out. OCI’s investment in North Sails comprises £60 million of unlisted preferred equity and £110 million of unlisted ordinary equity. The preferred equity carries a 5% coupon. At year-end, OCI’s total holding in the listed entity Time Out was valued at £23 million. Read more about our Direct Investments.

OCI
Investing directly in portfolio

OCI Direct

OCI strategy

Direct Investments

OCI has two Direct Investments, separate from Oakley Funds

Valuations:

## North Sails

£170m

## Time Out

£23m

Total value

£193m

Oakley Funds
Investing across the company life cycle

Venture Funds

Private Equity Funds

Fund strategy

Venture Capital

Equity ticket

€1-3m

Equity ticket

€1-3m

Funds

PROfounders III

OCI Total Commitment

€30m

Total funds2

€77m

Fund strategy

Growth Tech

Equity ticket

$10-25m

Equity ticket

$10-25m

Funds

Touring I

OCI Total Commitment

$115m

Total funds2

$294m

Fund strategy

Small-mid Buyout

Equity ticket

€30-100m

Equity ticket

€30-100m

Origin Funds

Origin II
Origin I

OCI Total Commitment

€319m

Total funds2

€1.25bn

Fund strategy

Mid Buyout

Equity ticket

€100-250m+

Equity ticket

€100-250m+

Flagship Funds

Fund VI
Fund V
Fund IV
Fund III

Continuation Funds

North Sails CV1

OCI Total Commitment

€2.08bn

Total funds2

€9.89bn

Investing across four sectors
Technology, Education, Consumer and Business Services

- As part of the dissolution of Fund II, OCI’s indirect interest in North Sails was transferred via a distribution in specie into a newly established continuation vehicle, North Sails CV. This transaction enabled OCI to retain its economic exposure to North Sails beyond the end of Fund II’s term, while placing the asset into a dedicated single-asset structure that allows for continued active ownership, improved structural simplicity and greater flexibility in timing a future liquidity event, with the objective of maximising long-term shareholder value.
- Funds is defined as only those that OCI invests in.

# Portfolio KPIs

# Strategic report / Portfolio KPIs

Portfolio key performance indicators

The following KPIs represent the performance of OCI’s underlying Private Equity Funds, comprising OCI’s follow-on investment in North Sails CV, the Origin series, which covers Small-mid Buyout, and the Flagship series, which covers Mid Buyout. The Venture Funds, comprising Touring I and PROfounders III, cover Growth Technology and Venture Capital respectively. These have been excluded from the information below as the performance of the Venture Funds is measured differently from the Private Equity Funds. Please see the Venture Funds section for more performance information.

## Oakley Private Equity Portfolio

Net Debt/EBITDA Multiple

4.1x

Strategic relevance
Represents the leverage of the underlying investments in which OCI indirectly invests, and the extent to which earnings cover net debt. The metric links directly to financial risk, interest rate exposure and balance sheet resilience, managed through leverage discipline.

Performance
The Net Debt/EBITDA Multiple of OCI’s underlying portfolio remains broadly in line with prior periods, reflecting a prudent approach to leverage across the portfolio.

LTM EBITDA growth

11%

Strategic relevance
Demonstrates the organic earnings growth of the underlying portfolio companies, which drives the performance of OCI’s investments. EBITDA growth underpins valuation uplift and exit potential and is sensitive to portfolio and performance risk.

Performance
Despite the impact of instability in the current macroeconomic environment, the underlying portfolio continued to deliver a robust performance, resulting in an LTM EBITDA growth of 11%.

EV/EBITDA multiple

16.3x

Strategic relevance
Assists investors to determine the drivers of value in the company’s underlying portfolio. The measure highlights valuation risk, including exposure to multiple compression.

Performance
Enterprise Value (‘EV’)/EBITDA multiples remained stable throughout the period, reflecting limited movement in industry-wide multiples due to persistent macroeconomic challenges and ongoing global uncertainty.

Average entry multiple

14.1x

Strategic relevance

A key metric in helping investors understand the cost of acquisitions, it supports assessment of future return potential and downside risk.

Performance

The slight increase reflects continued pricing pressure for high-quality assets, with strong competition for resilient, scaled businesses driving entry multiples higher.

Please see Glossary for definitions of OCI’s key performance indicators, Alternative Performance Measures and Other Metrics.

# Investment Adviser’s report

Oakley continued to deploy capital steadily throughout the year, making 10 platform investments, all in founder-led businesses.

Oakley’s successful track record partnering with founders and working with them to deliver their ambitious visions for their companies continues to generate a large pool of attractive investment opportunities.”

Steven Tredget Partner at Oakley Capital

Watch video: Results 2025

Number of new platform investments

10

Oakley Funds completed ten new portfolio investments in 2025, deploying £96 million of look-through investment into new platform deals.

Realised returns

3.7x & 51%

Across all funds since inception, Realised gross Money Multiple is 3.7x and average realised gross IRR is 51%.

2025 was a milestone year for Oakley Capital. The final close of our latest flagship fund, Fund VI, at its €4.5 billion hard cap, marked a significant increase from the €2.85 billion raised for Oakley Capital’s Fund V only two years ago. The scale of the fundraise, along with the short six-month timeframe in which it was raised, reflects growing recognition from institutional investors globally of Oakley Capital’s differentiated strategy and strong track record of investing in the European mid-market.

This fundraising success supports the continued delivery of our strategy, investing in and expanding another generation of attractive high-growth companies across Technology, Education, Consumer and Business Services to become European and global leaders. As one of the few remaining listed private equity investment companies, OCI shareholders are able to gain exposure not only to this exciting portfolio, but to the long-term outperformance of one of Europe’s leading private equity managers.

Oakley’s successful track record partnering with founders and working with them to deliver their ambitious visions for their companies continues to generate a large pool of attractive investment opportunities. Entrepreneurs and management teams place considerable value on Oakley’s experience and expertise, as well as our entrepreneurial heritage and ethos. This means that price isn’t necessarily the deciding factor for founders who choose to partner with us. As the scale of Oakley’s Funds has grown, we have been able to selectively pursue slightly larger companies, but we have been pleased to see our focus on founders continues to deliver a strong transaction pipeline, even at larger transaction values.

Oakley continued to deploy capital steadily throughout the year, making ten platform investments, all in founder-led businesses, and supporting more than 80 acquisitions by our portfolio companies as part of their buy-and-build strategies. Fund VI’s first investment was made in June, as Oakley acquired G3, a global strategic advisory consultancy which is seeing significant demand for its services as geopolitical tensions, regulation and business complexity continue to increase. Oakley will leverage its expertise in international expansion to help G3 grow in markets such as the US, as well as in new, high-growth areas such as cyber advisory. Other investments such as Paraty Tech, Spain’s fastest-growing hotel demand generation platform, build on Oakley’s extensive experience, scaling high-growth, cloud-based platform businesses in Iberia.

Oakley also delivered realisations, including the sale of its stake in atHome, owner of Luxembourg’s leading property and automotive marketplaces, and a standout exit of legaltech platform vLex, at a $1 billion valuation.”

Steven Tredget Partner at Oakley Capital

Net Debt/EBITDA Multiple

4.1x

At the year-end, the average Net Debt/EBITDA Multiple of the Oakley Private Equity Portfolio stood at 4.1x (the PE industry average is between 5x and 6x).

LTM EBITDA growth

11%

Despite the impact of instability in the current macroeconomic environment, the underlying portfolio continued to deliver a robust performance, resulting in an LTM EBITDA growth of 11%.

Oakley also continued to demonstrate its own entrepreneurial DNA and ability to innovate to create opportunities, backing insurance industry veteran Enrico Vanin to launch an insurance services platform, Tiger HoldCo. Tiger will pursue an ambitious, southern European strategy to consolidate high-performance, high-growth players in the highly fragmented commercial specialty insurance services market, which is estimated to be worth over €40 billion. This follows Oakley’s investment behind former Allianz executive Joachim Muller, who is pursuing a similar roll-up strategy in the DACH market for insurance services. Backing highly experienced individuals with entrepreneurial ambitions and a credible path to growth, Tiger and Konzept & Marketing represent, perhaps, the most classically Oakley investments.

The portfolio continued to demonstrate robust performance during 2025, delivering sustainable earnings, with organic LTM EBITDA growth of 11%. Key contributors to performance during the period included testing, inspection, certification and compliance (‘TICC’) specialist Phenna Group, which benefitted from strong organic growth and value-accretive M&A; TechInsights, an indirect beneficiary of the boom in AI investment amid demand for its content and IP services; and Oakley’s early years and K12 education platforms, which continued to see strong demand for high-quality education.

Importantly, Oakley also delivered realisations, including the sale of its stake in atHome, owner of Luxembourg’s leading property and automotive marketplaces, and a standout exit of legaltech platform vLex, at a $1 billion valuation (more on which can be found here).

Despite Oakley’s success, sentiment around the broader private equity market remains subdued, and we often see questions from investors about the prospects for the private equity model in the face of macroeconomic challenges. Many current or prospective shareholders may have similar questions but, when applied to Oakley, often these concerns do not apply.

## How is private equity able to remain successful in today’s economic environment?

Higher interest rates in recent years have raised the cost of debt and tightened underwriting standards across the market. This has called into question a private equity model that is perceived as being dependent on leverage, particularly at a time when economic growth has been uneven and unpredictable.

It is important to note that those conditions are particularly problematic for private equity strategies that utilised cheap leverage and multiple expansion as their primary return drivers. Since its inception, Oakley Capital has relied on neither. Oakley has always focused on achieving returns through operational value creation and expansion via acquisition, not financial engineering, and the average Net Debt/EBITDA Multiple across our portfolio is low compared with peers, standing at 4.1x. Our focus on companies which combine defensive attributes, such as recurring revenues, low leverage and strong margins, with strong positioning in sectors underpinned by secular structural growth, means Oakley has continued to deliver positive performance through economic cycles. Over the past five years we have delivered 88% NAV growth in OCI (inclusive of dividends), driven primarily by the performance of our portfolio and the strength of our realisations. For us, the fact that investors are now more alert to this divergence in the performance of managers is an opportunity to distinguish Oakley further.

## Why do some private equity firms struggle to fundraise while others don’t?

Fundraising has been challenging across private equity for a straightforward reason – for many managers, exits have been slower to materialise, which has reduced distributions back to investors. Having made significant allocations to private equity in previous years, many institutional investors are now increasingly selective in making new commitments. But this does not mean that investors are rejecting private equity. Instead, it means they are concentrating commitments towards managers with consistent performance, repeatable sourcing, clear differentiation and credible exit execution.

Oakley Capital’s successful close of Fund VI in March reflects that backdrop, with strong global institutional demand for Oakley’s strategy and track record. We have found that Oakley’s investors tend to resonate particularly with three features of our proposition:

- Oakley’s founder focus – We aim to be the partner of choice for entrepreneurs, bringing first-time institutional capital into founder-led businesses, helping them scale, professionalise and expand.
- Our sourcing advantage – We seek to secure transactions by aligning closely with founders, cultivating long-term and often repeat relationships with entrepreneurs. Oakley is experienced in navigating complexity and structuring partnerships that other managers cannot replicate. We seek to avoid securing transactions by paying the highest price.
- Oakley’s European advantage – Our established European footprint with deep local knowledge and networks underpins much of Oakley’s success. We have the experience and contacts necessary to not only enable companies to thrive in their local markets but to become European or global category leaders.

Oakley’s strong realisations, including c.€1.3 billion across the Oakley Funds over the last two years, further demonstrate the strength of our track record, and give us considerable confidence about our current portfolio.

## Can private equity deliver exits and distributions in a muted M&A environment?

It is true that holding periods for assets have extended across the industry, because the exit environment has been selective and financing markets have not supported marginal outcomes. IPO markets have been relatively weak, and M&A volumes have been subdued. However, just because exit markets have been selective does not mean they are closed. High-quality assets with strategic relevance still transact at impressive valuations.

For Oakley, vLex is a clear illustration of how exits can still occur when markets are muted. It was a highly attractive asset: a category-defining legal technology platform with a scaled dataset and immediate workflow integration potential. Importantly, the business saw the opportunity in AI early and pivoted its model to incorporate AI in a way that was value enhancing for customers, because it is grounded in an expansive set of proprietary content providing meaningful efficiencies for clients. As a result, vLex was highly attractive to potential acquirers, who were willing to pay a significant premium to achieve a strategic advantage. More broadly, it demonstrates that the market is rewarding assets with true differentiation, strong fundamentals and clear strategic value.

While IPO markets have been subdued, particularly in Europe, the direct impact on Oakley has been minimal. As the first institutional investor into most of the companies it backs, Oakley has never been dependent on IPO markets to achieve exits. That said, recent signs that IPO markets are slowly coming back to life should provide an indirect benefit for Oakley’s exit pipeline, as large global GPs conduct exits, reducing ‘indigestion’ and improving risk appetite.

## Can private equity portfolio valuations be trusted?

Oakley has always taken a cautious approach when valuing its portfolio, and while valuation scepticism is understandable when markets are volatile, the reality is that there is no advantage to Oakley in overinflating the carrying value of our portfolio. The average EV/EBITDA multiple across our portfolio is 16.3x, which is conservative, considering the attractive sectors in which we invest, and the digitally enabled nature of many of our companies. We do not gain any additional fees by making overambitious assumptions about the value of our portfolio companies – the measure we and our investors hold ourselves to is exit multiples (i.e. how much value we deliver for investors over our entire holding period). We typically hold assets at conservative valuations for a number of years until they begin to approach a stage where they are ready for realisation, and we have clear evidence they are delivering substantial and sustainable earnings growth and have achieved greater scale through inorganic expansion.

As a result, Oakley has completed exits at an average uplift to OCI’s NAV of 29% across all realised deals. In 2025, the realisation of vLex was achieved at a c.300% premium to carrying NAV. In the current environment, discipline matters in respect of valuation approach, and Oakley’s track record speaks for itself.

## Is Europe still an attractive place to invest?

Despite the doom and gloom that has pervaded business sentiment in Europe recently, the region represents a highly attractive opportunity for skilled private equity managers. Approximately two-thirds of European businesses are privately owned, many of which have never received backing from institutional capital or engaged in operational partnerships. Importantly for Oakley, this ecosystem sustains a large population of founder-led companies, often in new-economy, high-growth sectors underrepresented in the public markets. Many of these founders are now looking for a reliable first-time partner to help them navigate the challenges of the macroeconomic environment, and invest to accelerate growth.

For Oakley, Europe is not just a geography; it is where our sourcing networks and founder relationships are strongest. Our ability to partner credibly with founders is a competitive advantage: it helps us access opportunities and markets that are less intermediated, less auction-driven and often more complex, precisely where we are differentiated.

Southern Europe has been a source of significant strength for Oakley over the past year, supported by our local presence with ‘boots on the ground’ in Madrid and Milan. In addition to vLex, Oakley’s investments in the region have included recent deals such as Paraty, NOX, Tiger HoldCo (‘ONHC’) and Join Business Management Consulting (‘JBMC’), and we continue to see a strong flow of opportunities in founder-led businesses seeking a partner that understands the challenges they face and can help them to scale.

EV/EBITDA multiple

16.3x

EV/EBITDA multiples remained relatively stable throughout the period, reflecting limited movement in industry-wide multiples due to persistent macroeconomic challenges and ongoing global uncertainty.

Uplift to NAV

29%

Oakley Funds have completed exits at an average uplift to NAV of 29% since inception.

## How do you prepare an investment portfolio for the AI era?

Oakley has been alive to the transformative potential of AI for businesses for a number of years and has been undertaking significant work to harness the technology’s capabilities within its portfolio companies. Oakley’s partnership with Touring Capital in 2023 was a strategic move designed in part to position Oakley’s portfolio and investment strategy for the changes we are already seeing ripple across companies in different sectors. Oakley is drawing on the Touring team’s pedigree, experience and insight at the forefront of investing in software powered by generative AI, to inform its value creation strategies within its own portfolio as technology evolves. IU Group, for example, has already embedded AI across its higher education proposition, helping students personalise their learning and complete their courses faster, driving improved outcomes. Similarly, vLex’s significant realisation was underpinned by the company’s rapid pivot to AI, combining its large dataset with the power of a large language model to deliver efficiency savings to customers. Oakley’s partnership with Touring also gives OCI shareholders exposure to a new generation of emerging software businesses developing tools to empower today’s workers, with the potential to create the next generation of leading tech companies.

However, AI is not a monolithic technology that impacts all businesses equally or in the same ways, and this is now a key consideration in Oakley’s evaluation of new investments. Recognising that some business models will be disrupted by AI, our screening and due diligence of new investment opportunities include detailed analysis of a company’s vulnerability to AI redundancy. We are focused on companies that can either be enhanced by AI, using the technology to widen their competitive moat, or others that have defences against disruption. In this latter group, Oakley’s investments in consumer-focused luxury and sports brands, such as James Perse and NOX in 2025, reflect assets that are relatively insulated from AI disruption, where demand is less vulnerable to competition or disintermediation by AI technology.

## Oakley’s outlook

At Oakley we remain confident in our prospects and have entered 2026 with strong momentum. Fund VI has already invested in a number of attractive companies and we continue to see a robust pipeline of founder-led opportunities across our core sectors. Our portfolio companies continue to deliver growth and are strategically positioned to benefit from structurally growing markets with resilient characteristics. We also see significant potential for further value creation, through both organic and inorganic initiatives. On realisations, while we expect markets to remain selective, global M&A activity is showing signs of steady recovery and we continue to believe that the high-quality, strategically relevant assets in our portfolio will command strong valuations on exit.

While it is easy to understand some of the scepticism that currently surrounds private equity, our proven ability to uncover attractive investment opportunities, implement transformational value creation strategies and deliver attractive returns should give shareholders confidence that Oakley and OCI are well positioned for future success.

Steve Tredget Partner at Oakley Capital
11 March 2026

# Portfolio overview

# Strategic report / Portfolio overview

Private Equity Funds and
Direct Investments portfolio

## Technology ​ ​
Portfolio value

£374m

## Education ​​
Portfolio value

£273m

## Consumer ​​
Portfolio value

£486m

## Business Services ​​
Portfolio value

£487m

These charts show portfolio companies in excess of £10 million look-through carrying value within OCI’s portfolio.

See Glossary for a reconciliation of the Total Portfolio to OCI’s NAV. The data above excludes the Oakley Venture Fund portfolio summarised below – for further details see PROfounders III and Touring I, which amount to £7 million and £62 million respectively.

Venture Funds portfolio

The Oakley Venture Fund Portfolio comprises Touring I and PROfounders III, both of which operate largely in the Technology sector. In 2025, across the Venture Fund Portfolio, there were 11 new acquisitions, and at year-end the two Funds had a combined look-through portfolio value to OCI of £69 million across 28 investments.

## Venture Funds

Venture Funds: Portfolio value

£69m

Venture Funds: Investments in 2025

£19m

Venture Funds: Total investments

28

## Touring I

Touring I has a strategy of Growth Technology, investing and growing a new generation of enterprise software companies powered by generative artificial intelligence.

Total Fund commitments

$294m

OCI commitment1

$115m

Total OCI fair value

£62m

See: Touring I

## PROfounders III

PROfounders III is a venture capital fund focusing on early-stage investments in private businesses which back disruptive business models that leverage technology to transform customer experiences.

Total Fund commitments

€77m

OCI commitment

€30m

Total OCI fair value

£7m

See: PROfounders III

- During the year, Touring I held its final close with final commitments of $294 million. Given the strong early performance of the Touring Fund and the opportunity to increase its commitment at the final close, the Board applied for, and was successful in achieving, a $15 million increase in OCI’s original commitment to Oakley Touring I.

NAV growth

The largest contributors to NAV growth within Oakley’s
Private Equity Funds are highlighted in more detail below.

## Business Services Clio

A global leader in legal AI technology.

During 2025, Clio, a global leader in legal technology, acquired Origin I investment vLex, a cloud-based legal information subscription platform, at a US$1 billion valuation. The successful sale of vLex to Clio generated a Realised gross Money Multiple of >6x and generated c.£37 million in look-through proceeds for OCI. In the 12 months to December 2025, Clio achieved positive Annual Recurring Revenue (‘ARR’) performance while gross margin was maintained at robust levels. Driven by the significant NAV uplift arising from the realisation of vLex, Clio contributed 33 pence to OCI’s NAV growth during the year, making it the largest contributor to OCI’s Total NAV Return.

See: Business Services sector

## NAV per share uplift

+33p

## Fair value

£53.9m

## Business Services Phenna

One of the fastest growing TICC groups globally.

Phenna delivered a strong performance in 2025, with continued organic growth as well as strong M&A momentum. On an organic basis, Phenna had close to double-digit revenue growth, driven by broad-based growth across all business units. FY25 was also a record year for M&A, with 26 acquisitions completed at an average multiple of less than 7.5x EV/EBITDA. These acquisitions included Phenna’s first entry into continental Europe as well as further expansion into North America, supporting continued diversification across the group.

See: Business Services sector

## NAV per share uplift

+23p

## Fair value

£143.2m

## Business Services TechInsights

TechInsights is the authoritative semiconductor and microelectronics intelligence platform supporting clients in innovation and decision-making through independent research and analysis.

TechInsights delivered a strong performance in 2025, supported by robust subscription revenue growth and strong renewal rates from existing customers. For the year ending December 2025, TechInsights reported double-digit revenue and EBITDA growth versus prior year.

The company also expanded its capabilities with the acquisition of TechCet, a leading data and analysis provider focused on electronics materials supply chains and technical trends in the global semiconductor industry.

See: Business Services sector

## NAV per share uplift

+13p

## Fair value

£60.9m

# Portfolio activity in 2025

# Strategic report / Portfolio activity in 2025

Investments, realisations and refinancing

This section summarises movements in investments in 2025, including new investments, realisations and investment refinancing. Amounts shown are on an OCI look-through basis.

See: Glossary

## Portfolio activity / New investments in 2025 / Private Equity Funds

Material new investments for the year are included below.

K12 (Fund VI)
£26m

In September, Oakley Fund VI invested new capital into the K12 Investments portfolio, which includes the Affinitas Group, a leading international schools group, and Thomas’s London Day Schools, a family-run group of co-educational independent schools.

Brevo
£20m

In November, Oakley Fund VI invested in Brevo, a leading global customer engagement software platform based in France. Brevo provides an intuitive, multi-channel customer relationship management (‘CRM’) software suite to businesses of all sizes worldwide.

Bridewell
£18m

In May, Oakley Fund V portfolio company I‑TRACING, the leading independent provider of cybersecurity services in France, completed a strategic combination with Bridewell, the UK’s leading provider. The partnership creates the largest independent pure-play cybersecurity group in Europe. A portion of Oakley Fund V’s investment was subsequently syndicated to an Oakley co-investment.

G3
£17m

In July, Oakley Fund VI acquired a majority stake in G3, a global strategic advisory consultancy. G3 helps clients manage their risk and enable opportunities by providing reputational and strategic intelligence, dispute advice and cyber consulting.

Clio (Origin II)
£14m

In December, the Origin II Fund acquired a minority stake in Clio, a global leader in legal AI technology. This deal was a rare opportunity to invest in a business of this scale and class, which Origin II was able to access following the sale of Oakley Capital Origin’s portfolio company vLex to Clio during the year.

James Perse
£13m

In December, Oakley Fund VI invested in James Perse, a global luxury clothing and lifestyle brand with over 60 stores globally and a strong online presence.

Tiger HoldCo (ONHC)
£10m

In October, Oakley Fund V invested in ONHC, a specialist service provider in Italy’s private healthcare insurance sector, the first investment under the Tiger HoldCo platform. The Company offers a comprehensive, full-service offering that spans consulting, product development, intermediation, underwriting and third-party administration.

NOX
£9m

In November, the Origin II Fund invested in NOX, a premium padel equipment brand. Founded in 2008 in Barcelona, Spain, NOX has become a global benchmark for high-performance padel rackets trusted by both recreational and top professional players worldwide.

Smythson
£9m

In July, Oakley Fund III’s Iconic BrandCo expanded its portfolio of heritage brands, investing in Smythson of Bond Street. Smythson specialises in high-quality leather goods and stationery, with a rich heritage that includes producing stationery for Winston Churchill and members of the British Royal Family.

Paraty Tech
£8m

In November, Oakley Fund VI invested in Paraty Tech, Spain’s fastest-growing hotel demand generation platform used by independent hotels, hotel chains and mid-market properties across Iberia, with a growing footprint in Latin America and the US.

JBMC
£8m

In June, the Origin II Fund acquired a majority stake in Join Business Management Consulting (‘JBMC’), a fast-growing, founder-led, management and IT consultancy firm focused on addressing digital gaps in Italy’s financial services industry.

Infravadis
£5m

In June, the Origin II Fund invested in Infravadis, a tech-enabled platform focused on the >€25 billion European underground infrastructure maintenance (‘UIM’) market. As its first acquisition, Infravadis has acquired a majority stake in Abfluss Schäfer Group, a market leader in sewage cleaning, pipe inspection and repair services.

Fornasetti
£4m

In June, Oakley Fund III’s Iconic BrandCo invested in the premium lifestyle brand Fornasetti. Fornasetti is a luxury design atelier known for its eclectic, handcrafted home décor items. The new acquisition will enhance and diversify Oakley’s Iconic BrandCo platform.

## Portfolio activity / New investments in 2025 / Venture Funds

Blinq
£4m

In March, Oakley Touring I invested in Blinq, a leading digital business card platform and full-stack digital identity platform.

Wingspan
£4m

In April, Oakley Touring I invested in Wingspan, a payroll platform for the growing contract workforce. A portion of Oakley Touring I’s investment was subsequently syndicated to a co-investment.

ProRata
£4m

In August, Oakley Touring I invested in ProRata, an AI advertising and attribution platform built to power the next generation of content monetisation.

## Portfolio activity / Realisations 2025

Clio (Origin I)
£37m

In November, the Origin I Fund disposed of its stake in vLex, a legaltech platform, to Clio, a global leader in legal AI technology. The realisation generated proceeds comprising both a stock* and cash element, with c.£37 million in look-through cash proceeds for OCI. The sale underlines Oakley’s ability to identify unique businesses and help them achieve notable growth.

atHome
£20m

In December, Oakley Fund III disposed of its stake in atHome, Luxembourg’s leading digital classifieds platform, generating a Realised gross Money Multiple of 2.3x.

*Realisations are presented on a net basis, with the shares received in Clio offset against Origin I’s investment in Clio. Look-through proceeds of c.£37m solely relate to cash consideration.

## Portfolio activity / Refinancings 2025

WebPros
£25m

In December, Oakley Fund IV received look-through proceeds following the refinancing of WebPros, a leading SaaS hosting platform for server management across the globe. Following the year-end, and net of amounts retained within Oakley Fund IV for debt repayment, OCI received a cash distribution.

Dexters
£6m

In April, Oakley Fund IV completed a refinancing of Dexters. As part of the refinancing process, Oakley Fund IV acquired the stake of one of the co-investors. Oakley Fund IV’s percentage ownership of ordinary shares increased as a result. OCI’s total look-through proceeds of £6 million were retained by Oakley Fund IV.

ECOMMERCE ONE
£3m

In December 2025, the Origin Fund I received proceeds following the refinancing of ECOMMERCE ONE. OCI’s total look-through proceeds of £3 million were retained by the Origin I Fund.

# Cash and liquidity profile

# Strategic report / Oakley Capital portfolio

Cash and liquidity profile

## Focus on capital allocation

- Cash and available credit: During the year, OCI refinanced its credit arrangements, replacing the existing facility with a new five-year facility totalling £325 million, thereby increasing OCI’s flexibility and liquidity. At the year-end, OCI’s cash and available credit was £191 million (2024: £225 million), comprising £95 million of cash (2024: £103 million) and £96 million in undrawn credit facilities (2024: £122 million). OCI has an option to increase the facility by a further £75 million subject to agreement by all parties.
- The Board aims to strike the right balance between maximising shareholder returns via NAV growth through the proactive commitment of capital to future Oakley Funds, share buybacks and maintaining an appropriate capital buffer. During the year, the Board cancelled future OCI dividends and launched an annual share buyback programme, initially of a minimum of £20 million. The 2025 buyback programme was subsequently increased to £50 million, reflecting the assessment of liquidity at the time and the improved prospects for realisations. In 2025, OCI acquired and cancelled 9.3 million shares (2024: nil) for an aggregate £47.7 million (2024: nil). On 8 January 2026, OCI completed its 2025 buyback programme, having acquired and cancelled c.9.7 million shares for an aggregate £50 million, and generating a NAV per share gain of 11 pence over the course of the programme.

## Proceeds from future realisations

As the funds progress through their life cycle, the staggered profile of the Oakley Funds’ investments is expected to generate regular and ongoing cash proceeds for OCI. Looking across the portfolio, while Fund VI and Origin II are in their investment phases, Fund V is at the end of its investment phase and is now focused on generating value across its portfolio. Fund IV and Origin I are within their realisation phase and are expected to generate significant proceeds over the short- and medium-term. When taken together, the portfolio is positioning to maximise for future outperformance.

## Sources of liquidity

This chart represents OCI’s available sources of liquidity to fund its unfunded commitments, which at the year-end amounted to £992 million. Of the unfunded commitments, c.£300 million are not anticipated to be drawn, reflecting the drawdown profile of historic funds. Available fund sources refer to the realisable and accessible resources OCI can draw upon to meet its unfunded commitments. These include the value of OCI’s investments in the Oakley Funds and Direct Investments at year-end, cash and undrawn credit facilities.

Capital calls will be funded mainly through proceeds from future realisations, cash and available credit. Robust cash flow forecasts are modelled and stress tested to support capital allocation decisions designed to optimise shareholder returns. Outstanding commitments are expected to be called over the next five years.

## OCI available fund sources

## Outstanding commitments1 as at 31 December 2025

Fund | Total commitment €m | Outstanding €m | Outstanding £m2
--- | --- | --- | ---
Fund III | 325.8 | 27.7 | 24.2
Fund IV | 400.0 | 90.6 | 79.0
Fund V | 800.0 | 364.1 | 317.6
Fund VI | 500.0 | 443.3 | 386.7
North Sails CV3 | 66.4 | – | –
Origin I | 129.3 | 16.8 | 14.7
Origin II | 190.0 | 147.2 | 128.4
Touring3 | 97.9 | 29.4 | 25.6
PROfounders III | 30.0 | 18.3 | 16.0
Outstanding £m |  |  | 992.1
Cash and available credit £m |  |  | 191.2
Net outstanding commitments £m |  |  | 800.9

1. See Glossary for definition of Outstanding commitments.

2. Converted to GBP at 31 December 2025 FX rate EUR:GBP 0.8723.

3. USD amounts converted to EUR and GBP at 31 December 2025 FX rates, USD:EUR 0.8513 and USD:GBP 0.7426.

4. Note that expectations regarding amounts to be called are based on projections and as such are subject to volatility due to market shifts and unforeseen events. Actual results may vary from these projections. Expected uncalled commitments do not include potentially recallable capital.

OCI is able to commit more to the funds than its immediate liquidity: When a new fund is launched, there are initial net cash outflows during the investment stage as portfolio companies are acquired. Later, as refinancings and exits are made, there are inflows back to OCI as it receives cash proceeds from these realisations. This creates a cash flow j‑curve for each fund – outflows followed by inflows. As there are multiple Oakley Funds, launched at different times, there is overlap between cash inflows from older funds selling and refinancing assets and cash outflows from the newer funds buying assets, which creates a steadier cash flow stream for OCI. This allows OCI’s total commitments to exceed the immediate liquidity it has access to.

# Technology: Assured Data Protection

# Portfolio focus / Technology spotlight

Assured Data Protection

Assured Data Protection is a leading provider of data protection and information management services, supporting organisations with the secure storage, governance and life cycle management of mission-critical data in an increasingly complex regulatory and digital environment.

See: More about Assured Data Protection

Assured Data Protection

The Company has continued to perform strongly, delivering in excess of 60% ARR growth year-on-year. Significant investment has been made in professionalising the organisation, including the build-out of a best-in-class leadership team and the hiring of more than 100 full-time employees across sales, technical, operations and general and administrative functions. These investments have created a scalable platform capable of supporting continued rapid growth. Assured has also progressed its international expansion strategy, establishing a presence in France and generating its first European revenues.

Alongside operational scaling, Assured has focused on strategic value creation initiatives, including the establishment of an innovation team to develop complementary revenue streams and support a broader platform strategy, including future strategic M&A. Oakley continues to work closely with management to accelerate growth and support Assured’s ambition to become a European leader in data protection services.

See: More about Assured Data Protection

ARR growth year-on-year

+60%

See: Technology overview

Recurring revenues

c.100%

See: Technology portfolio

More and more companies are having to strengthen their IT and data systems in the face of increased cyber and ransomware attacks that can cripple operations. Assured is well placed to help mitigate these risks as the partner of choice for small and medium-sized enterprises.

Simon Chappell Assured CEO and Founder

# Education: K12 Investments

# Portfolio focus / Education spotlight

K12 Investments

K12 Investments is a leading global schools group comprising Affinitas and Thomas’s London Day Schools, and is one of the largest and fastest-growing K-12 education* portfolios globally.

See: More about K12 Investments

*K–12 represents education from kindergarten through to the end of secondary school, typically serving students aged 5 to 18.

## K12 Investments

The Group has a clear mission to deliver high-quality educational outcomes through a scalable, professionally managed platform. Since inception, Oakley has pursued a disciplined buy-and-build strategy in a highly fragmented market, creating a differentiated and resilient education group.

Over the past year, the platform has undergone a significant phase of professionalisation. During this period, Thomas Rajzbaum, formerly a Partner at EQT, was appointed CEO of the Affinitas Group to support the next phase of growth. The Group has developed a comprehensive Education Framework for Excellence and implemented a new performance appraisal system for Heads of School and Regional Directors. Central functions have also been strengthened across safeguarding, IT, HR, finance, marketing, property and M&A, providing the infrastructure required to support scale.

Alongside operational transformation, the group has continued to expand through strategic M&A, completing 3 bolt-on acquisitions during the year and 19 acquisitions in the first three years since inception. Oakley continues to work closely with management to drive integration, maintain quality standards and support long-term growth.

See: More about K12 Investments

16

Acquisitions in three years

See: Education overview

29

Schools in seven countries

See: Education portfolio

# Consumer: Dexters

# Portfolio focus / Consumer spotlight

Dexters

Dexters is a leading London-focused residential estate agency, providing sales, lettings and property management services across a dense network of local branches.

See: More about Dexters

Dexters

With a strong brand and deep local expertise, Dexters serves a broad base of landlords, tenants and homeowners, combining on-the-ground presence with increasingly sophisticated central capabilities.

Value creation has focused on scaling the platform and shifting the mix towards higher-value, fully managed services. In 2025 alone, Dexters completed eight bolt-on acquisitions, strengthening density in core London markets and accelerating growth in recurring lettings and management revenues. This disciplined consolidation strategy has reinforced Dexters’ position as a clear category leader in its markets.

Alongside expansion, Oakley has supported the continued professionalisation of the business. Dexters has developed a best-in-class, end-to-end lettings and property management software platform, supporting everything from client onboarding to property management and client accounting. Rolled out across the branch network, the platform has significantly reduced administrative burden and improved operational consistency, enabling teams to spend more time on customer service and revenue-generating activity.

See: More about Dexters

Bolt-on acquisitions completed in 2025

8

See: Consumer overview

Total revenues now generated from recurring lettings

60%

See: Consumer portfolio

# Business services: vLex

# Portfolio focus / Business Services spotlight

vLex

vLex is a cloud-based legal information subscription platform serving law firms, enterprises and legal professionals globally.

See: More about vLex

vLex

Built on one of the most extensive proprietary legal content databases in the market, vLex enables users to research, analyse and apply legal information more efficiently across jurisdictions. The platform has increasingly differentiated itself through technology, including the development of Vincent AI, positioning vLex at the forefront of legaltech innovation.

Under Oakley Capital’s ownership, value creation focused on accelerating product innovation and professionalising the business while preserving its founder-led culture. Oakley partnered closely with management to leverage vLex’s unique data assets, supporting the launch and rapid scaling of Vincent AI into clearly defined ‘right-to-win’ segments. At the same time, the management team was strengthened with key senior hires, sharpening the go-to-market strategy and aligning the organisation for international scale.

A major driver of value was the successful expansion into the US market. This included the transformational acquisition of Fastcase, a restructured US go-to-market model, local leadership appointments and tailored product packaging for enterprise customers. The result was rapid growth in US revenues, strong momentum in AI-driven ARR and vLex’s evolution into a global category leader. This transformation culminated in vLex achieving unicorn status and a successful exit to Clio in October 2025, a strategic acquirer and leader in legal technology.

See: More about vLex

AI products scaled to

~25%

of ARR within three years

See: Business Services overview

US revenue mix increased from 7% at entry to

51%

at exit, driven by targeted expansion and AI-led growth

See: Business Services portfolio

# Oakley Funds overview

# Strategic report / Oakley Capital Funds

Oakley Funds overview

OCI’s Investment Adviser, Oakley Capital, invests in a diversified portfolio across four fund strategies: Venture Capital, Growth Tech, Small-mid Buyout and Mid Buyout. See more in the Oakley Funds strategies section.

Over the following pages we review each of Oakley’s Private Equity and Venture Funds, as well as OCI’s Direct Investments. This is followed by a report on the portfolio companies by sector.

Oakley Funds

Venture Funds

Private Equity Funds

Fund strategy

Venture Capital

OCI Total Commitment

€30m

Total Funds

€77m

Fund strategy

Growth
Tech

OCI Total Commitment*

$115m

Total Funds*

$294m

Fund strategy

Small-mid Buyout

OCI Total Commitment

€319m

Total Funds

€1.25bn

Fund strategy

Mid
Buyout

OCI Total Commitment

€2.08bn

Total Funds

€9.89bn

*During the year, Touring I held its final close with final commitments of $294 million. Given the strong early performance of the Touring Fund and the opportunity to increase its commitment at the final close, the Board applied for, and was successful in achieving, a $15 million increase in OCI’s original commitment to Oakley Touring I.

Investing across four sectors
Technology, Education, Consumer and Business Services

See: Oakley Funds strategies

Across all funds since inception, realised gross Money Multiple is 3.7x and average realised gross IRR is 51%.

## New investments in 20251

Total investments

£197m

Private Equity portfolio

£175m

Venture Fund Portfolio & Direct Investments

£22m

Oakley develops fast-growing companies across the company life cycle – from venture and growth tech funds, through to private equity funds covering small to mid buyout, across four sectors: Technology, Education, Consumer and Business Services.

## Oakley Funds capital allocation

During the year, Fund VI, the successor to Fund V, held its final close at €4.6 billion. OCI committed €500 million to the Fund, increasing its total outstanding commitments to Oakley Funds to £992 million as at 31 December 2025. These commitments are expected to be deployed over the next five years, funded through a combination of existing balance sheet cash and anticipated proceeds from future realisations. Given the strong early performance of Touring Fund, and the opportunity to increase its commitment at the final close, the Board applied for, and was successful in achieving, a $15 million increase to OCI’s original commitment to Oakley Touring I.

## Oakley Funds performance

The Oakley Private Equity Portfolio has delivered strong long-term performance under the Investment Adviser’s management, with a total Realised gross Money Multiple of 3.7x and an average realised gross IRR of 51% since inception. Among the flagship funds, Fund I and Fund II achieved a Distributions to Paid-In Capital (‘DPI’) of 1.5x and 1.9x respectively, Fund III has reached 2.7x, and Fund IV has a DPI to date of 0.8x. Inclusive of the standout disposal of vLex during the year, at a more than 6x Money Multiple, and atHome at a 2.3x Money Multiple, OCI received £92 million in proceeds.

Fund V, which has completed its investment phase, is now positioned to begin generating returns. Within the Origin strategy, while Origin II remains in the deployment stages, Origin I sold vLex, a legaltech platform, to Clio, a global leader in legal AI technology, during the year. The realisation generated proceeds comprising both a stock2 and cash element, with c.£37 million in look-through cash proceeds for OCI. The transaction valued vLex at $1 billion, with the significant NAV uplift contributing 33 pence to OCI’s NAV growth, and makes vLex/Clio (to be referred to as Clio going forward) the largest contributor to OCI’s Total NAV Return. The sale underlines Oakley’s ability to identify unique businesses and help them achieve notable growth. At the same time, Origin II acquired a minority stake in Clio, allowing the strategy to maintain exposure to the platform’s future value creation through what was a rare opportunity to invest in a business of this scale and quality.

## OCI’s investment in the Oakley Funds

OCI’s look-through new investments within the Oakley Funds totalled £194 million during the period. This comprised £96 million in new platform investments and £79 million of follow-on investments within the Private Equity Funds. A further £19 million was invested in new and follow-on investments through Touring I and PROfounders III. £3 million was invested in additional shares in OCI’s Direct Investment, Time Out.

## OCI impact

OCI’s impact during the year was reflected in a strong Total NAV Return of 6% (2024: 2%), including a 3% gain from foreign exchange movements (2024: 4% foreign exchange losses). This performance was driven by growth in the underlying portfolio, which contributed 45 pence of net valuation gains (2024: 45 pence). The largest contributors within the Oakley Funds were Clio (formerly vLex), Phenna, TechInsights, Bright Stars and IU Group. OCI’s disciplined capital allocation and strategic alignment with Oakley Capital continue to position it as a compelling listed vehicle for long-term value creation.

1. New investments on a look-through basis. See Glossary for further details.

2. Realisations are presented on a net basis, with the shares received in Clio offset against Origin I’s investment in Clio. Look-through proceeds of c.£37m solely relate to cash consideration.

## Private Equity Funds (Flagship)

## Oakley Fund VI​*

Fund size: €4,612m

OCI commitment: €500m

OCI outstanding commitment: £387m

OCI investment: £38m

## Oakley Fund V​

Fund size: €2,851m

OCI commitment: €800m

OCI outstanding commitment: £318m

OCI investment: £416m

## Oakley Fund IV​

Fund size: €1,460m

OCI commitment: €400m

OCI outstanding commitment: £79m

OCI investment: £293m

## Oakley Fund III​

Fund size: €800m

OCI commitment: €326m

OCI outstanding commitment: £24m

OCI investment: £141m

## Private Equity Funds (Origin)

## Oakley Origin II​

Fund size: €791m

OCI commitment: €190m

OCI outstanding commitment: £128m

OCI investment: £37m

## Oakley Origin I​

Fund size: €458m

OCI commitment: €129m

OCI outstanding commitment: £15 m

OCI investment: £113m

## Private Equity Funds (Continuation)

## North Sails CV​

Fund size: $230m

OCI commitment: $78m

OCI outstanding commitment: £0m

OCI investment: £60m

## Venture Funds

## Oakley Touring I​

Fund size: $294m

OCI commitment: $115m

OCI outstanding commitment: £26m

OCI investment: £63m

## Oakley PROfounders III​

Fund size: €77m

OCI commitment: €30m

OCI outstanding commitment: £16m

OCI investment: £7m

Note: OCI investment is stated net of other assets and liabilities.

Oakley Fund II: As part of the dissolution of Fund II, OCI’s indirect interest in North Sails was transferred via a distribution in specie into a newly established continuation vehicle, North Sails CV. As at year-end, Fund II is in liquidation.

*Following the closing of Oakley Capital VI-C SCSp prior to year-end, total commitments to Fund VI reached €4,612 million.

# Oakley Fund VI

# Strategic report / Private Equity Funds

Oakley Fund VI

Vintage

2024

Fund size

€4,612m

Fund VI targets investments in mid-market companies with Enterprise Values between €200 million and approximately €1 billion-plus.

As at year-end, Fund VI held five investments, having made five acquisitions during the year.

## OCI commitment

€500m

## OCI outstanding commitment

£387m

## OCI investment

£38m

## K12 Investments1

1. Affinitas and Thomas’s, under the umbrella of K12 Investments, are held as investments within Fund VI and Fund IV.

# Oakley Fund V

# Strategic report / Private Equity Funds

Oakley Fund V

Vintage

2022

Fund size

€2,851m

Fund V targeted investments in mid-market companies with Enterprise Values between €100 million and €1 billion.

As at year-end, Fund V held 11 investments, having made one acquisition during the year.

## OCI commitment

€800m

## OCI outstanding commitment

£318m

## OCI investment

£416m

# Oakley Fund IV

# Strategic report / Private Equity Funds

Oakley Fund IV

Vintage

2019

Fund size

€1,460m

Fund IV targeted investments in mid-market companies with Enterprise Values in the range of €100 million to €400 million, where the anticipated investment was at least €50 million.

As at year-end, Fund IV held seven investments.

## OCI commitment

€400m

## OCI outstanding commitment

£79m

## OCI investment

£293m

## Realised gross Money Multiple

3.4x

## Realised gross IRR

44%

## K12 Investments1

1. Affinitas and Thomas’s, under the umbrella of K12 Investments, are held as investments within Fund IV and Fund VI.

# Oakley Fund III

# Strategic report / Private Equity Funds

Oakley Fund III

Vintage

2016

Fund size

€800m

The Fund’s investment period closed in 2019. However, the Fund continues to maximise the value of its current investments. As at year-end, following the exit of atHome, the Fund held two investments.

## OCI commitment

€326m

## OCI outstanding commitment

£24m

## OCI investment

£141m

## Realised gross Money Multiple

5.5x

## Realised gross IRR

54%

## Iconic BrandCo1

1. Alessi, Fornasetti, Globe-Trotter and Smythson are under the umbrella of Iconic BrandCo Investments.

# Oakley Origin II

# Strategic report / Private Equity Funds

Oakley Origin II

Vintage

2023

Fund size

€791m

Origin II continues the strategy of its predecessor fund, backing tech-enabled businesses across Europe’s lower mid-market.

Origin II made four investments during the year: JBMC, Infravadis, Nox and Clio.

## OCI commitment

€190m

## OCI outstanding commitment

£128m

## OCI investment

£37m

# Oakley Origin I

# Strategic report / Private Equity Funds

Oakley Origin I

Vintage

2021

Fund size

€458m

The Origin I Fund was Oakley’s first vehicle focused on investing in lower mid-market companies, building on the Firm’s successful history in this segment. At year-end, the fund continued to hold nine investments following Oakley’s reinvestment in the combined business of vLex and Clio.

## OCI commitment

€129m

## OCI outstanding commitment

£15m

## OCI investment

£113m

## Realised gross Money Multiple

2.0x

## Realised gross IRR

28%

## Current investments

# North Sails CV

# Strategic report / Private Equity Funds

North Sails CV

Vintage

2025

Fund size

$230m

Oakley North Continuation Vehicle SCSp represents the continuation of Fund II’s investment in North Sails.

OCI does not intend to commit any additional funds to North Sails.

As part of the dissolution of Fund II, OCI’s indirect interest in North Sails was transferred via a distribution in specie into a newly established continuation vehicle, North Sails CV. This transaction enabled OCI to retain its economic exposure to North Sails beyond the end of Fund II’s term, while placing the asset into a dedicated single-asset structure that allows for continued active ownership, improved structural simplicity and greater flexibility in timing a future liquidity event, with the objective of maximising long-term value for OCI.

## OCI commitment

$78m

## OCI outstanding commitment

£0m

## OCI investment

£60m

# Oakley Touring I

# Strategic report / Venture Funds

Oakley Touring I

Vintage

2023

Fund size

$294m

Oakley Touring I launched in 2023 and held its final close during the year. The Fund has invested in proven next-generation enterprise software companies powered by generative AI. At year-end, Touring held 15 investments, having made eight acquisitions and one disposal during the year.

## OCI commitment

$115m

## OCI outstanding commitment

£26m

## OCI investment

£63m

*Following the year-end, Touring I held its final close with final commitments of $294 million. Given the strong early performance of the Touring Fund and the opportunity to increase its commitment at the final close, the Board applied for, and was successful in achieving, a $15 million increase in OCI’s original commitment to Oakley Touring I.

# Oakley Touring Venture Fund

# Strategic report / Venture Funds

Touring I:
Next-generation software fund

Touring I was founded in 2023 as a dedicated fund to invest in and grow a new generation of enterprise software companies globally. It brings together a diverse and highly technical team who have previously worked together to build a number of global venture investing franchises, including Qualcomm Ventures and M12, Microsoft’s venture fund.

Touring Venture Fund strategy

## Next-generation software

The team has invested a dedicated pool of capital, targeting investment opportunities in proven next-generation software businesses for the modern worker, powered by generative AI.

## Focused on growth prospects

Touring focuses primarily on Series B and C venture opportunities, investing in proven businesses with strong growth prospects.

## Venture Funds / Touring I Fund portfolio

## OCI commitment

$115m

Touring, whose fund size as at 31 December 2025 stood at $294 million, is focused on partnering with the next generation of visionary AI-powered software founders.

Given the strong early performance of the Touring Fund and the opportunity to increase its commitment at the final close, the Board applied for, and was successful in achieving, a $15 million increase in OCI’s original commitment to Oakley Touring I during the year. OCI’s revised commitment is reflected in the fund size as at 31 December 2025.

## Exaforce

Founded in 2023 and headquartered in California, Exaforce is a cybersecurity software company for cloud security operations teams. Over H2 2025, Exaforce announced the launch of its full life cycle AI SOC platform and saw accelerating sales momentum from a growing number of enterprise customers.

## Netradyne

Netradyne is a leading provider of cutting-edge AI and video-based safety telematics for commercial vehicle fleet operations. Netradyne continued its strong growth in H2 2025, driven by strong sales momentum and significant new enterprise logo wins.

## Numa

Provider of AI-powered communications software that enables service departments of US automotive retail dealerships to automate and enhance customer service operations. In H2 2025, Numa continued its strong sales momentum across both independently owned dealerships and large dealership groups across the US, and announced the achievement of several AI product milestones.

## Pixis

AI-powered marketing infrastructure platform that enables marketers to achieve significantly improved marketing performance through campaign automation and optimisation. In H2 2025, Pixis continued to see success in its agency roll-up strategy and its agentic end-to-end marketing automation platform, Prism.

## Drata

Founded in 2020 and based in San Diego, Drata is a leading security and compliance automation platform, empowering companies to achieve and maintain robust security postures to accelerate time to obtain security certifications. Drata monitors security controls, automatically collects critical evidence, and manages risks across various frameworks. In H1 2025, Touring became shareholders of Drata following the company’s acquisition of SafeBase.

## Daloopa

Founded in 2019, Daloopa is an AI-enabled data infrastructure provider for the financial services industry. With AI, Daloopa extracts financial information across thousands of public financial documents, which is then verified, cleaned and databased for easy access. Over H2 2025, Daloopa announced notable MCP partnerships with OpenAI’s ChatGPT and Anthropic’s Claude. Daloopa continued to see strong growth momentum across leading hedge funds, private equity firms, mutual funds and investment banks.

## Cusp AI

Cusp is a Cambridge/Amsterdam-based AI materials informatics company. The company is developing a materials search engine and cutting-edge ‘inverse design solver’ for materials science. In H2 2025, Cusp continued to grow its elite research and engineering team and announced several notable partnerships with leading industrial players. The company also added key leaders from industry and academia to its board of advisers. Cusp also announced the close of its $100 million Series A funding round.

## SafelyYou

Founded in 2016 and headquartered in San Francisco, California, SafelyYou provides a hardware and software AI-powered platform that is largely focused on fall detection in senior living facilities. SafelyYou saw continued revenue momentum, which solidified its market leadership position, driven by expansion into the largest senior living provider groups in the US. The company also made significant progress in product development, launching a new next-generation eCall system.

## Blinq

Founded in 2021 and headquartered in Melbourne, Australia, Blinq is a digital business card solution and personal CRM, helping users unlock meaningful relationships from the moment they first meet via a unique in-person context graph. Over H2 2025, Blinq continued to extend its market leadership position, achieving several product and revenue milestones.

## SlashExperts

Founded by the founders of corporate gifting SaaS platform Sendoso, SlashExperts is a go-to-market enablement software company that focuses on revolutionising the software buying process through a proprietary network focused on delivering insights from actual software users. Over H2 2025, the company’s platform saw strong market validation from a number of enterprise customers.

## Wingspan

Founded in 2019 and headquartered in New York, Wingspan is a payroll platform purpose-built for contractor management. Wingspan provides a unified platform that simplifies the entire contractor life cycle, automating payments, compliance and billing seamlessly in a single system. Over H2 2025, Wingspan announced its Series B fundraise and continued to see significant logo wins and volume transacted via its platform.

## ProRata

Founded in 2024 and headquartered in Los Angeles, ProRata is an AI advertising and attribution platform built to power the next generation of content monetisation. In H2 2025, the company announced its Series B fundraise alongside the launch of its Gist Answers solution and publisher partnerships.

## Checkbox

Founded in 2016 and headquartered in New York, Checkbox is a legal technology company building a suite of AI-enabled intake and workflow solutions for enterprise corporate legal departments. In H2 2025, the company continued to build its sales momentum through significant logo wins and partnerships.

## Parasail

Founded in 2023 and headquartered in San Francisco, Parasail is a global AI inference platform that provides compute infrastructure for running vision, voice and language AI models to enterprises and startups. Over H2 2025, the company saw accelerating sales momentum and growing volume of compute workloads on its platform.

## New investment – yet to be announced

Touring has invested in an AI-powered healthcare workflow automation platform focused on care delivery.

# Oakley Capital PROfounders III

# Strategic report / Venture Funds

Oakley Capital
PROfounders III

Vintage

2022

Fund size

€77m

PROfounders III launched in 2022 and had its final close in 2023. PROfounders Fund III focuses on early-stage, venture capital investments in entrepreneur-led, private businesses. As at year-end, PROfounders III held 13 investments, having made four acquisitions in the year.

## OCI commitment

€30m

## OCI outstanding commitment

£16m

## OCI investment

£7m

# Oakley Capital PROfounders Fund III

# Strategic report / Venture Funds

PROfounders III:
Early-stage investing

PROfounders Fund III focuses on early-stage venture capital investments in entrepreneur-led private businesses, backing disruptive business models that leverage technology to improve and transform customer experiences.

## Venture Funds / PROfounders III portfolio

## OCI commitment

€30m

PROfounders, whose fund size is €77 million, is a disruptive product that brings clear user benefits through technological innovation. As at 31 December 2025, the fair value of OCI’s investment was £7.4 million.

## nilo.health

nilo.health, a German provider of employee mental health solutions, has demonstrated strong execution following its merger with Likeminded, reflected in continued growth in new bookings and good retention of customers.

## Frontnow

Based in Germany, Frontnow offers generative AI tools for e-commerce retailers.

## Dash Games

Founded by experienced games veterans, Dash is a London-based studio working to build free-to-play mobile games. The team is working closely with its partner in India to launch in the Indian market.

## Scaleup

Scaleup is a fractionalised CFO proposition for fast-growing SMEs, with operations in Denmark and the UK. Scaleup Finance has recently launched its AI-powered financial co-pilot ‘Nume’.

## Inceptron

Inceptron is a Swedish software company building an inference platform for high-speed, low-cost, scalable production AI model deployment. With ever-increasing usage of expensive and energy-hungry AI models, the company is building a platform for cheaper running of AI models.

## Isla

Isla is a platform for clinicians to securely receive, review and store rich media data directly from patients. Isla has recently engaged in a high-profile initiative with leading senior personnel from relevant public healthcare institutions, piloting digital care pathways across three sites.

## QA.tech

Based in Sweden, QA.tech specialises in training and deploying AI agents for automated quality assurance testing of software. The company is now focusing on institutionalising sales by recruiting experienced salespeople to the team.

## ClimeFi

Based in France, ClimeFi helps companies reach their net-zero targets by facilitating access to high-quality and permanent carbon removal solutions. Despite navigating a fragmented landscape of regulations and corporate standards, the company has a growing pipeline of new client relationships.

## Qneiform

PROfounders Fund III participated in the seed round of Qneiform, a provider of talent intelligence software to recruiters and financial institutions.

## Capalo AI

PROfounders Fund III participated in a €3.8 million seed funding round into Capalo AI, a Finnish energy technology company which maximises the value of energy storage systems and accelerates the green transition through its AI-powered virtual power plant. Prior to the end of 2025, Capalo AI raised an €11 million Series A funding round, in which PROfounders Fund III participated on a pro rata basis.

## Bislab Holding AS

Based in Norway, Bislab delivers advanced API-first risk assessment solutions for the professional market, with a mission to redefine credit scoring and risk assessment.

## cto.new

Based in the UK and the US, cto.new is an AI code agent that acts as your personal CTO. The platform includes intelligent tool planning, automatic code review and optimisation, and deep integration with existing development workflows.

## Kinfolk

PROfounders III participated in a recent round of funding at London-based Kinfolk, an AI-powered HR operator and ticketing platform.

# OCI’s Direct Investments

# Strategic report / Direct Investments

OCI’s Direct Investments

The Board continues to work with the Investment Adviser towards the value maximisation and realisation of OCI’s Direct Investments in both North Sails and Time Out.

North Sails

North Sails delivered a strong performance through December 2025, reporting revenue and EBITDA growth of 6% and 9% respectively versus prior year. This growth was driven by continued outperformance within the Carbon Technology division, with strong activity across premium segments. 2025 has also represented a transitional year for the Apparel division, resulting in a clearer operational focus and initiatives in place to support sustainable, profitable growth going forward.

As previously reported, in 2024 a portion of OCI’s preferred equity in North Sails was converted into ordinary equity. Post-conversion, OCI retains $81 million in preferred equity (including accrued interest), which carries a 5% coupon effective from 1 January 2025. Additionally, OCI retains $148 million in ordinary equity and continues to hold a warrant over 2% of North Sails CV’s interest in North Sails, which will mature on 30 June 2026. OCI also retains a $78 million indirect interest in North Sails through its equity in North Sails CV.

See: Update on North Sails’ performance

Time Out

As noted at the half year, OCI continues to monitor Time Out’s performance to inform its strategy for future value realisation. Following three consecutive years of improving EBITDA, in FY25 the media industry experienced a number of challenges which resulted in a lower EBITDA for the business. While its Markets division delivered growth in 2025 with further expansion expected via a strong pipeline of potential new openings, including in Vancouver and Abu Dhabi in 2026, its Media division acted as a drag on performance, resulting in group operating losses. However, Time Out completed a strategic review of this division, identifying and implementing operational enhancements, aimed at returning the division to EBITDA profitability in the first half of 2026.

In December, OCI participated in an equity placing by Time Out, alongside other major institutional shareholders, which included an extension package on OCI’s loan to the company that significantly increased the interest rate payable. The Board is actively pushing for a solution to maximise value and believes participating in the placing and extending the terms of OCI’s loan will help to preserve the value of OCI’s investment in Time Out.

See: Update on Time Out’s performance

# OCI NAV overview

# Strategic report / OCI NAV overview

Consistent long-term returns

Over the last 12 months, OCI’s NAV increased to £1,233 million from £1,226 million, reflecting continued portfolio growth and resilience, alongside significant share buyback activity. NAV per share was 738 pence, generating Total NAV Return per share of 6%, with 11 pence attributable to the ongoing share buyback programme. This has provided measured returns for shareholders during a period of challenging macroeconomic conditions.

Watch video: What is NAV?

## Oakley Fund Investments

In a year marked by continued, muted M&A activity for the wider private equity industry, OCI deployed £197 million into new investments and follow-on deals, creating a foundation for future returns, with NAV fully invested at the end of the year and Oakley Fund Investments representing 95% of total NAV (2024: 81%).

£1,169m

## Direct Investments

Direct Investments were £193 million at the year-end, £23 million of which related to Time Out (2024: £77 million) and £170 million to North Sails (2024: £154 million).

See Direct Investments section

£193m

## Total liquidity

At the period-end, OCI had £191 million in total liquidity (2024: £225 million), comprising £95 million in cash (2024: £103 million) and £96 million in available credit (2024: £122 million). During the year, OCI’s credit facilities were renewed and extended, increasing liquidity and flexibility to support capital allocation.

See Cash and liquidity profile section

£191m

## OCI NAV overview / Fund investments

Investments
in 2025

During the year, OCI deployed £197 million into new investments and follow-on deals as Oakley continued to originate proprietary opportunities across its strategies and sectors.

### New Private Equity Investments

New platform deals

£96m

Comprising investments in JBMC, Infravadis, ONHC, K12, G3, Paraty Tech, James Perse, Brevo, Nox and Clio.

### Private equity follow-on investments

Building portfolio strength

£79m

Including bolt-on acquisitions by I-TRACING, through a strategic partnership with Bridewell; and by Iconic BrandCo, including Fornasetti and Smythson; in addition to bolt-ons across Affinitas, Merz Lifecare, Phenna, K&M and Hosting.com. Further investment was also provided in Steer, ACE Education, Dexters, Infravadis and Vice Golf.

### New and follow-on venture investments and further Direct Investment

Focused on growth prospects

£22m

Including several new platform and bolt-on investments in both Touring and PROfounders III alongside £3 million of additional investment in Time Out.

# OCI’s underlying investments (look-through basis)

# OCI NAV overview / Portfolio by fund

OCI’s underlying investments
(look-through basis)

Direct Investments

| Sector | Region | Year of investment | Residual cost £m | Fair value £m
--- | --- | --- | --- | --- | ---
Direct Investments |  |  |  |  |
Time Out | Consumer | UK | 2010 | n/a | 22.9
North Sails | Consumer | USA | 2014 | n/a | 169.6
Total Direct Investments |  |  |  |  | 192.5

Venture Funds

| Sector | Region | Year of investment | Residual cost £m | Fair value £m
--- | --- | --- | --- | --- | ---
Oakley Capital PROfounders III |  |  |  |  |
PROfounders Fund III investments | Technology |  | 2022 | 7.0 | 6.9
Total investments |  |  |  |  | 6.9
Other assets and liabilities1 |  |  |  |  | 0.4
OCI’s investment in Oakley PROfounders III |  |  |  |  | 7.4
Touring I |  |  |  |  |
Oakley Touring I investments | Technology |  | 2023 | 50.6 | 62.2
Total investments |  |  |  |  | 62.2
Other assets and liabilities1 |  |  |  |  | 1.0
OCI’s investment in Touring I |  |  |  |  | 63.2

1. Other assets and liabilities include non-investment-related line items such as debtors and creditors balances.

Please note that these tables may contain rounding differences.

## FX movements on portfolio valuations

During the period, FX movements had a varied impact on portfolio valuations, depending on the currency denomination of the underlying assets. GBP-denominated investments were largely unaffected by FX translation, as OCI’s reporting currency is also in GBP. In contrast, euro-denominated assets benefitted from the weakening of the pound against the euro, resulting in higher GBP-equivalent valuations and contributing to unrealised gains when converting to OCI’s reporting currency. Conversely, US dollar-denominated assets experienced a drag on their valuations, as the dollar weakened relative to the pound during the period. This led to lower GBP-equivalent values and unrealised losses upon translation into OCI’s reporting currency.

Private Equity Funds

| Sector | Region | Year of investment | Residual cost £m | Fair value £m
--- | --- | --- | --- | --- | ---
North Sails CV |  |  |  |  |
North Sails1 | Consumer | USA | 2014 | 55.6 | 58.3
Total investments |  |  |  |  | 58.3
Other assets and liabilities2 |  |  |  |  | 1.6
OCI’s investment in Oakley PROfounders III |  |  |  |  | 60.0
Fund VI |  |  |  |  |
G3 | Business Services | UK | 2025 | 16.8 | 18.8
Paraty Tech | Technology | Spain | 2025 | 7.9 | 7.8
James Perse | Consumer | USA | 2025 | 13.1 | 13.0
Brevo | Technology | France | 2025 | 19.2 | 19.2
K12 Investments3 | Education | UK | 2025 | 25.9 | 25.1
Total investments |  |  |  |  | 83.8
Other assets and liabilities2 |  |  |  |  | (45.6)
OCI’s investment in Fund VI |  |  |  |  | 38.2
Fund V |  |  |  |  |
Facile | Consumer | Italy | 2022 | 43.1 | 70.1
IU Group | Education | Germany | 2023 | 67.3 | 110.8
Contabo | Technology | Germany | 2022 | 32.7 | 31.7
Phenna | Business Services | UK | 2022 | 82.3 | 143.2
Liberty Dental Group | Business Services | Netherlands | 2023 | 37.2 | 45.4
Steer Automotive | Business Services | UK | 2024 | 80.4 | 77.7
ProductLife Group | Business Services | France | 2024 | 41.6 | 36.8
Assured Data Protection | Technology | UK | 2024 | 27.9 | 29.9
I-TRACING | Technology | France | 2024 | 56.6 | 55.0
Konzept & Marketing | Business Services | Germany | 2024 | 19.1 | 20.2
Tiger HoldCo (ONHC) | Business Services | Italy | 2025 | 9.6 | 9.7
Total investments |  |  |  |  | 630.6
Other assets and liabilities2 |  |  |  |  | (214.9)
OCI’s investment in Fund V |  |  |  |  | 415.7
Fund IV |  |  |  |  |
TechInsights | Business Services | Canada | 2022 | 39.8 | 60.9
WebPros | Technology | Switzerland | 2020 | 19.4 | 54.7
Wishcard Technologies Group | Consumer | Germany | 2019 | 0.0 | 7.3
Merz Lifecare | Consumer | Germany | 2020 | 37.2 | 26.4
Dexters | Consumer | UK | 2021 | 7.8 | 43.8
Bright Stars | Education | UK | 2021 | 41.1 | 72.6
K12 Investments | Education | UK | 2022/2023 | 41.4 | 55.2
Total investments |  |  |  |  | 320.7
Other assets and liabilities2 |  |  |  |  | (27.7)
OCI’s investment in Fund IV |  |  |  |  | 293.0
Fund III |  |  |  |  |
Cegid | Technology | Italy | 2019 | 43.2 | 103.5
Iconic BrandCo | Consumer | UK | 2020 | 36.8 | 33.7
Total investments |  |  |  |  | 137.1
Other assets and liabilities2 |  |  |  |  | 4.2
OCI’s investment in Fund III |  |  |  |  | 141.3

| Sector | Region | Year of investment | Residual cost £m | Fair value £m
--- | --- | --- | --- | --- | ---
Origin II |  |  |  |  |
vitroconnect | Technology | Germany | 2024 | 15.9 | 22.4
Infravadis | Business Services | Germany | 2025 | 9.0 | 11.8
JBMC | Business Services | Italy | 2025 | 8.4 | 8.5
Clio | Business Services | Canada | 2025 | 14.2 | 18.7
NOX | Consumer | Spain | 2025 | 9.4 | 9.4
Total investments |  |  |  |  | 70.7
Other assets and liabilities2 |  |  |  |  | (33.5)
OCI’s investment in Origin II |  |  |  |  | 37.1
Origin I |  |  |  |  |
Gymondo | Consumer | Germany | 2020 | 9.5 | 22.4
ECOMMERCE ONE | Technology | Germany | 2021 | 3.3 | 3.1
ACE Education | Education | France | 2021 | 14.5 | 9.3
Seedtag | Technology | Spain | 2021 | 0.0 | 11.6
Vice Golf | Consumer | Germany | 2022 | 13.4 | 8.9
Clio | Business Services | Canada | 2022 | 0.0 | 35.2
Hosting.com | Technology | Global | 2023 | 9.6 | 12.5
Alerce | Technology | Spain | 2024 | 9.1 | 10.0
Horizons Optical | Technology | Spain | 2024 | 9.0 | 12.4
Total investments |  |  |  |  | 125.4
Other assets and liabilities2 |  |  |  |  | (12.1)
OCI’s investment in Origin I |  |  |  |  | 113.3

Totals

| Fair value £m
--- | ---
Total cash | 95.2
Other liabilities/debtors2 | (224.0)
Total net assets | 1,232.9

1. Initial investment by Fund II was in 2014.

2. Other assets and liabilities include non-investment-related line items such as debtors and creditors balances.

3. Initial investment by Fund IV was in 2022/23.

Please note that these tables may contain rounding differences.

# Technology overview

# Strategic report / Sector review: Technology

Investing across digital markets

Oakley has built a successful track record in backing technology-led businesses.

# Strategic report / Sector review: Technology

Technology overview

Oakley’s first investments were in TMT (Technology, Media and Telecoms), demonstrating the Firm’s early track record as a tech investor. This laid the foundations for subsequent investments in niche sectors where Oakley excels, including web hosting and cloud-based SaaS solutions.

## Total % of OCI NAV

Oakley PE technology sector investments | Fund1 | Investment currency | OCI residual cost (Funds)2 £m | OCI fair value £m | % of OCI NAV
--- | --- | --- | --- | --- | ---
Cegid | Fund III | EUR | 43.2 | 103.5 | 8.4%
WebPros | Fund IV | USD | 19.4 | 54.7 | 4.4%
Contabo | Fund V | EUR | 32.7 | 31.7 | 2.6%
I-TRACING | Fund V | EUR | 56.6 | 55.0 | 4.5%
Assured Data Protection | Fund V | GBP | 27.9 | 29.9 | 2.4%
vitroconnect | Origin II | EUR | 15.9 | 22.4 | 1.8%
Seedtag | Origin I | EUR | 0.0 | 11.6 | 0.9%
Horizons Optical | Origin I | EUR | 9.0 | 12.4 | 1.0%
Alerce | Origin I | EUR | 9.1 | 10.0 | 0.8%
ECOMMERCE ONE | Origin I | EUR | 3.3 | 3.1 | 0.3%
Hosting.com | Origin I | EUR | 9.6 | 12.5 | 1.0%
Brevo | Fund VI | EUR | 19.2 | 19.2 | 1.6%
Paraty Tech | Fund VI | EUR | 7.9 | 7.8 | 0.6%
Total OCI valuation |  |  | 253.8 | 373.6 | 30.3%

1. This section sets out the private equity technology sector investments. See Touring I and PROfounders III for Oakley’s Venture Fund Portfolio.

2. OCI’s residual cost represents OCI’s indirect investment through the Oakley Funds and is calculated on a look-through basis.

Please note that these tables may contain rounding differences.

Technology portfolio ​​

Assured Data Protection spotlight ​​

# Technology portfolio

# Strategic report / Sector review: Technology

Technology portfolio

OCI valuation
Cegid

£103.5m

## Cegid

Cegid is a European leader in enterprise management software and cloud services.

For the 12-month period to December 2025, Cegid reported revenue and EBITDA growth of 5% and 11% respectively, versus prior year. Furthermore, Cegid carried out multiple strategic acquisitions during the year, among others PHC, Sevdesk and Shine. PHC, a Portuguese-based ERP software provider in the Iberian market and third largest player in the region, behind the leader Cegid. Sevdesk is the DACH market leader for microbusiness invoicing solutions. Shine is a French accounting, payroll and tax platform serving over 400,000 small- to medium-sized business clients. The signed acquisition of Shine is expected to close in H1 2026.

## I-TRACING

A leading independent provider of cyber-security services in France and the UK

In H1 2025, I-TRACING completed the acquisition of Bridewell, the UK’s leading independent cybersecurity services provider. This alliance brings together the market leaders in two of the largest cyber markets in Europe, thereby creating the largest independent pure-play provider of cyber-security services in Europe, to protect enterprise and mid-market clients globally at a time of rapidly escalating cyber risk. For the 12-month period to December 2025, I-TRACING Bridewell Group reported revenue growth of 8% versus prior year. Performance for both businesses has been affected by market headwinds which are impacting the entire sector. Customer budget constraints, driven by macroeconomic uncertainty (including political uncertainty in France, US tariff policy and UK public sector spending review), have resulted in slower conversions despite strong pipeline win rates. Despite the current challenging environment, Oakley and management remain confident in the cyber market’s long-term growth – driven by rising attack complexity, cost of failure and regulatory demands – and view I-TRACING and Bridewell as among the sector’s highest-quality assets. The recent acquisition of a local German cybersecurity services provider marks the Group’s entry into the DACH region.

OCI valuation
I-TRACING

£55.0m

OCI valuation
WebPros

£54.7m

## WebPros

WebPros comprises a portfolio of brands powering growth within the web enablement ecosystem, including cPanel and Plesk, which are two of the most widely used web-hosting automation software platforms.

For the 12-month period to December 2025, WebPros delivered revenue and EBITDA growth of 8% and 7% respectively, versus prior year. The company continues to have high levels of recurring revenue, providing clear revenue visibility while continuing to achieve strong EBITDA margins of ~60% YTD. In the period, WebPros completed the acquisition of Comet Licensing Limited, which delivers reliable and secure backup solutions for managed service providers, businesses and IT professionals.

## Contabo

A leading cloud infrastructure provider offering hosting services to developers and SMEs, with over 200,000 customers from ~190 countries.

Contabo delivered a slight softening in both revenue and EBITDA performance in the 12 months to December 2025. Contabo continues to deliver exceptional profitability, but growth has slowed over the past two years due to unusually high churn driven by operational challenges. The technical platform issues that impacted the performance of the core VPS hosting product in 2024 have been convincingly resolved since the start of 2025. This is reflected in strong up-time metrics across all data centres and steadily improving customer satisfaction and review metrics. In 2025, Contabo appointed a new CEO who brings more than two decades of leadership experience across the hosting and cloud industries.

OCI valuation
Contabo

£31.7m

OCI valuation
Assured Data Protection

£29.9m

## Assured Data Protection

A specialist IT managed services provider focused on disaster recovery as a service.

Assured Data Protection has continued to perform well in the year to December 2025 (January to December), with ARR growth of 41% (including the impact of foreign exchange headwinds). Given the significant growth of the business, there is an ongoing material investment in the cost base particularly in the sales, research and development and finance functions. To ensure the company has the right team and organisation in place to support its continued growth and scale ambitions, Assured has progressed with hiring and expects to end its financial year (January year-end) with c.225 FTEs.

## vitroconnect

A leading broadband open access platform in Germany.

vitroconnect continued to deliver strong and profitable growth in the 12 months to December 2025, achieving revenue and EBITDA growth of 11% and 22% respectively versus the prior year. This performance was driven by the continued expansion with existing customers as well as the acquisition of new ones, with vitroconnect already serving most of Germany’s largest fibre broadband infrastructure providers and resellers. The company remains focused on further deepening and expanding its established customer relationships, while ongoing customer acquisition efforts continue to target long-tail broadband infrastructure providers and resellers to address remaining white spots in coverage. As the organisation continues to scale, vitroconnect has strengthened its leadership team with the appointment of a seasoned CFO, who took up the role in early January 2026, bringing deep capital markets, M&A and corporate finance expertise to support the company’s next phase of accelerated growth.

OCI valuation
vitroconnect

£22.4m

OCI valuation
G3

£19.2m

## Brevo

Brevo is a global customer engagement platform, offering marketing automation, customer relationship management and customer data platform capabilities

For the 12-month period to December 2025, Brevo reported revenue and EBITDA growth of 20% and 57% respectively versus prior year. The strong EBITDA growth was driven by cost control initiatives, including a successful hosting, migration and revision of multiple marketing initiatives, as well as a more conservative hiring plan through efficiency improvement, primarily with regard to Customer Success Management and Go-To-Market functions.

The Self-Service division grew New Purchasing Clients by 23% year-on-year and maintained attractive retention across its client base (78% gross revenue retention). In parallel, the Mid-Market division has begun gaining momentum in enterprise deals across regions, following the launch of its new pricing offer in October 2025.

## Hosting.com (formerly World Host Group)

Global shared hosting roll-up, providing domains, web hosting and email hosting solutions.

In 2025, Hosting.com continued to execute its strategy as a global shared hosting roll-up. M&A, the core value driver of the investment, performed well, with four acquisitions completed during the year, adding more than €40 million of revenue. A strong pipeline of further add-on opportunities provides a clear path to continue executing the strategy going forward. In parallel, the group largely completed the build-out of a scalable technological and organisational platform to support future growth and integrations. Over the period, Hosting.com delivered revenue broadly in line with the prior year on a like-for-like basis, while like-for-like EBITDA declined year-on-year, in line with expectations given significant platform investments.

OCI valuation
Hosting.com

£12.5m

OCI valuation
Horizons Optical

£12.4m

## Horizons Optical

A provider of progressive lens design software solutions for lens manufacturers.

Horizons continued to show strong topline momentum, delivering FY25 revenue growth of 14% versus prior year, driven by growth in both existing clients and new accounts. There has also been positive performance across the manufacturing and retail divisions, up 14% and 10% respectively versus prior year. This performance was achieved despite external headwinds, including the depreciation of the USD and tariff uncertainty, which slowed US business during Q2, demonstrating the business’s ability to sustain growth in a more volatile trading environment. The company continues to progress on go-to-market initiatives (global customer mapping, top of funnel segmentation and sales channels).

## Seedtag

A leader in contextual advertising.

Seedtag continued to perform well in 2025, with EBITDA growth of 21% versus prior year despite the global macro uncertainty around tariffs. The US business continues to accelerate the growth of the group as a result of the continued rollout of connected TV as well as several new blue-chip clients. Management is focused on re-accelerating growth in core European regions, as well as continuing to integrate and roll out the Beachfront offering across geographies and clients. The leadership team was reinforced in the period under the new CEO, with several senior hires, including a Chief Experience and Strategy Officer as well as European regional-specific roles.

OCI valuation
Seedtag

£11.6m

OCI valuation
Alerce

£10.0m

## Alerce

A leading Spanish provider of transport and logistics software solutions.

In the 12 months to December 2025, Alerce delivered reported revenue and EBITDA growth of 15% and 13% respectively. Alerce completed the acquisitions of Proxim, a niche ERP for logistics, customs and tax workflows, giving Alerce access to a new strategic market in logistics; Focus Metrica – the only other telematics player offering certified thermographs in Spain; Gesruta – TMS software provider for small and mid-sized FTL companies; and Localizalia – telematics player complementary to WeMob. The acquisitions are expected to deliver substantial cross-selling opportunities. Additionally, new commercial managers in Spain and Latin America are being hired to support organic growth.

## Paraty

Spain’s fastest-growing hotel demand generation platform.

Paraty Tech, acquired in December 2025, is a cloud-based demand generation platform used by independent hotels, hotel chains and mid-market properties across Iberia, with a growing footprint in Latin America and the US. Paraty closed 2025 with revenue and EBITDA growth of 26% and 31% respectively versus prior year. The business experienced strong performance across all regions, and investment in go-to-market organisation is yielding a strong 2026 pipeline, with many landmark deals currently in the pipeline. Significant investment in product and technology led to the beta launch of Paraty’s next-generation booking engine platform in February 2026, integrating multiple AI-led functionalities to support travellers in the booking journey and improve website-visit-to-booking conversion rates.

OCI valuation
Paraty

£7.8m

OCI valuation
ECOMMERCE ONE

£3.1m

## ECOMMERCE ONE

A leading provider of e-commerce software in the DACH region.

ECOMMERCE ONE delivered resilient FY25 performance, with revenues (excluding the deliberately scaled-down Marmalade agency business) down 4% year-on-year as the group continued to prioritise high-quality recurring revenues. Following the 2024 repricing and associated expected churn, the business achieved a net rebasing of recurring revenues of ~20% and expanded adjusted cash EBITDA margins to ~35% (vs ~20% in 2023). In December 2025, the refinancing of shareholder loans enabled a capital return to Origin I.

# Education overview

# Strategic report / Sector review: Education

First-class opportunities

Education is a core sector, with four investments taking us forward with confidence, ranging from online tertiary education and after-school tutoring to professional learning.

# Strategic report / Sector review: Education

Education overview

Global demand for quality, accessible education is growing. Oakley has a strong track record as one of Europe’s most prolific private equity investors in this sector. Leveraging extensive experience in technology, internationalisation and M&A, Oakley has successfully grown offline and online platforms across primary, secondary and tertiary education and professional learning.

## Total % of OCI NAV

Oakley PE education sector investments | Fund | Investment currency | OCI residual cost (Funds)1 £m | OCI fair value £m | % of OCI NAV
--- | --- | --- | --- | --- | ---
IU Group | Fund V | EUR | 67.3 | 110.8 | 9.0%
K12 Investments | Fund IV/Fund VI | EUR/GBP | 67.3 | 80.2 | 6.5%
Bright Stars | Fund IV | GBP | 41.1 | 72.6 | 5.9%
ACE Education | Origin I | EUR | 14.5 | 9.3 | 0.8%
Total |  |  | 190.1 | 272.9 | 22.1%

1. OCI’s residual cost represents OCI’s indirect investment through the Oakley Funds and is calculated on a look-through basis.

Please note that these tables may contain rounding differences.

Education portfolio ​​

K12 Investments spotlight ​​

# Education portfolio

# Strategic report / Sector review: Education

Education portfolio

OCI valuation
IU Group

£110.8m

## IU Group

The largest university group in Germany.

IU Group continued to perform well in the 12 months to December 2025, reporting revenue slightly above prior year and adjusted EBITDA growth of 5% versus prior year. IU continues to invest in maintaining its superior quality and student outcomes across all formats, supported by its proprietary AI technology. At the same time, IU Group has expanded its lecturer base to support an increased student demand for in-person teaching in its On-Campus business. Further, the Academy business continued to deliver double-digit growth with strong profitability.

### K12 Investments

K12 Investments consists of Oakley’s investments in Thomas’s and Affinitas, which both continue to operate as entirely independent platforms.

For the 12-month period to December 2025, Oakley’s two K12 Investments delivered pro forma revenue and adjusted EBITDA growth of 5% and 22% respectively versus prior year. In June-September, Affinitas signed the acquisition of three new schools, further expanding its presence across Europe and the Americas. In September, Affinitas appointed a new CEO, Thomas Rajzbaum, who was previously a partner at EQT. Thomas brings more than 20 years of leadership experience across Europe, where he has successfully supported the growth and transformation of international companies across a number of different sectors. In September 2025, Thomas’s College welcomed its first cohort of students to the new senior school located at Richmond Hill. In November 2025, Thomas’s Kensington opened the doors to its new premises in St Albans Grove.

OCI valuation
K12 Investments

£80.2m

OCI valuation
Bright Stars

£72.6m

## Bright Stars

A leading independent group of premium nurseries, providing pre-school childcare.

In the 12 months to December 2025, Bright Stars delivered revenue and EBITDA growth of 23.8% and 24.4% respectively versus prior year. Bright Stars has now acquired 95 nurseries since Oakley’s initial investment in 2021, which puts it well ahead of the original target. During the year, Bright Stars acquired 22 new sites. Bright Stars 2025 performance has been one of the biggest drivers of OCI’s NAV growth, contributing 9 pence.

## ACE Education (‘ACE’)

A leading higher education platform focused on sports management, design, fashion and hospitality.

In the 12 months to December 2025, trading was impacted by softer enrolments in the FY24/25 and FY25/26 academic years, mainly as a result of a contraction of the apprentissage part of the market, which represents about a third of ACE’s business. In response to these challenges, ACE has strengthened its leadership team with the appointment of a new Group President, who brings strong sector credentials as well as multi-site operating expertise. Management has been focused on delivering cost efficiencies across the workforce and footprint, while preserving quality of education and experience of the students to ensure future growth. The existing situation has been putting pressure on the business’s liquidity; this is being alleviated by a renegotiation of the existing debt agreement, which is to be concluded in Q1 26.

OCI valuation
ACE Education

£9.3m

# Consumer overview

# Strategic report / Sector review: Consumer

A strong platform for growth

Oakley has a long track record of investing in distinctive online and offline brands loved by consumers.

# Strategic report / Sector review: Consumer

Consumer overview

The shift to online commerce is accelerating as consumers embrace D2C channels and engage with brands on social media. Oakley has leveraged its expertise in digitalisation and M&A to build and grow D2C channels, enabling our investments to capitalise on the value captured.

## Total % of OCI NAV

Oakley PE consumer sector investments | Fund | Investment currency | OCI residual cost (Funds)1 £m | OCI fair value £m | % of OCI NAV
--- | --- | --- | --- | --- | ---
North Sails | Direct | USD | N/A | 169.6 | 13.8%
Time Out | Direct | GBP | N/A | 22.9 | 1.9%
Facile | Fund V | EUR | 43.1 | 70.1 | 5.7%
North Sails | North Sails CV | USD | 55.6 | 58.3 | 4.7%
Dexters | Fund IV | GBP | 7.8 | 43.8 | 3.5%
Gymondo | Origin I | EUR | 9.5 | 22.4 | 1.8%
Merz Lifecare | Fund IV | EUR | 37.2 | 26.4 | 2.1%
Iconic BrandCo | Fund III | EUR/GBP | 36.8 | 33.7 | 2.7%
Vice Golf | Origin I | EUR | 13.4 | 8.9 | 0.7%
Wishcard Technologies Group | Fund IV | EUR/GBP | – | 7.3 | 0.6%
NOX | Origin II | EUR | 9.4 | 9.4 | 0.8%
James Perse | Fund VI | EUR | 13.1 | 13.0 | 1.1%
Total OCI valuation |  |  | 225.8 | 485.7 | 39.4%

1. OCI’s residual cost represents OCI’s indirect investment through the Oakley Funds and is calculated on a look-through basis.

Please note that these tables may contain rounding differences.

Consumer portfolio ​​

Dexters spotlight ​​

# Consumer portfolio

# Strategic report / Sector review: Consumer

Consumer portfolio

## Direct Investments

## North Sails

North Sails comprises a portfolio of market-leading marine brands focused on providing high-performance products for the world’s sailors and yachtsmen.

North Sails delivered a strong performance through December 2025, reporting revenue and EBITDA growth of 6% and 9% respectively versus prior year. This growth was driven by continued outperformance within the Carbon Technology division, with strong activity across premium segments. 2025 has also represented a transitional year for the Apparel division, resulting in a clearer operational focus and initiatives in place to support sustainable, profitable growth going forward. Overall, the Group expects to exit the year with positive growth versus the prior year across both revenue and EBITDA.

OCI valuation1
North Sails

£227.9m

1. Direct equity position, constituting both ordinary and preference shares (£169.6 million), and indirect equity position held by North Sails CV (£58.3 million).

OCI valuation2
Time Out

£22.9m

2. Direct equity (£15.2 million) and debt (£7.7 million) investment.

## Time Out Direct Investment

As noted at the half year, OCI continues to monitor Time Out’s performance to inform its strategy for future value realisation.

Following three consecutive years of improving EBITDA, in FY25 the media industry experienced a number of challenges which resulted in a lower EBITDA for the business. While its Markets division delivered growth in 2025, with further expansion expected via a strong pipeline of potential new openings, including in Vancouver and Abu Dhabi in 2026, its Media division acted as a drag on performance, resulting in group operating losses. However, Time Out completed a strategic review of this division, identifying and implementing operational enhancements, aimed at returning the division to EBITDA profitability in the first half of 2026.

In December, OCI participated in an equity placing by Time Out, alongside other major institutional shareholders, which included an extension package on OCI’s loan to the company that significantly increased the interest rate payable. The Board is actively pushing for a solution to maximise value and believes participating in the placing and extending the terms of OCI’s loan will help to preserve the value of OCI’s investment in Time Out.

## Private Equity Funds’ Investments

## Facile

Italy’s leading multichannel digital broker for insurance, personal finance, utilities and long-term rental.

For the 12-month period to December 2025, Facile delivered revenue and EBITDA growth of 24% and 26% respectively versus prior year. This was driven by recovery in the insurance and mortgages divisions and steady strong performance in loans, bank accounts and long-term car rental divisions, while gas and power growth slowed to 2% year-on-year as the effect of energy market deregulation normalises. Management is focused on accelerating organic growth, particularly in motor insurance and FP, while also mitigating potential AI search-related risks. The team is integrating recent acquisitions, Italfinance and Horizon Automotive, and continues to explore future M&A opportunities.

OCI valuation
Facile

£70.1m

OCI valuation
Dexters

£43.8m

## Dexters

London’s leading independent chartered surveyors and estate agents.

Dexters delivered revenue growth of 9.8% and EBITDA growth of 7.5% for the 12 months ending December 2025. Lettings revenue increased by 11.3%, driven by portfolio growth (both organic and selective acquisitions) and a continued shift towards fully managed properties. Sales revenue grew by 6.4% despite a challenging macroeconomic environment. Dexters completed the acquisition of Keatons in March 2025, a London-based estate agency.

## Iconic BrandCo

Leading luxury consumer brands combined as the Iconic BrandCo.

OCI valuation
Iconic BrandCo

£33.7m

## Alessi

For the 12-month period to December 2025, Alessi revenues (including Trade and Loyalties) grew 6% year-on-year, benefitting from a major collaboration with a leading Italian supermarket. Total EBITDA was up 85% year-on-year, mainly driven by an improvement in Core EBITDA margin and the contribution from Loyalties.

Alessi Core revenues (excluding Trade and Loyalties) were flat versus prior year. Growth in the Wholesale division (up 4%), reflecting a sell-out-oriented sales strategy in Italy and Germany, and in Retail (up 15%), following the temporary opening of a new outlet in Italy, was offset by softness in B2B and Digital sales, with volumes impacted by US tariff headwinds and the discontinuation of lower-quality e-tailers.

## Fornasetti

In FY 25, Fornasetti recorded a revenue decline of 18% versus prior year, with the shortfall concentrated in the Wholesale and Retail channels. The decline in Wholesale was partly due to a low order book and production delays impacting stock availability, and retail was impacted by lack of stock as well as limited marketing and activation initiatives. EBITDA was also softer than prior year, reflecting lower volumes across most channels and markets. Oakley, together with Fornasetti’s management team, is restructuring the sales organisation to reignite revenue growth while reviewing the cost base.

## Globe Trotter

Group 2025 revenue increased by 3.8%, driven by Globe Trotter’s 2.9% standalone growth, which was supported by strong B2C demand and new concessions. Connolly delivered 10.1% of revenue growth, driven by ready to wear.

The Group recorded an EBITDA loss that increased by 52.5%, reflecting planned investment in personnel and marketing to support expansion into new territories. During the period, the Group acquired a 30% stake in Fabbrica Pelletterie Milano, representing a strategic investment to strengthen its position in the luxury luggage market.

## Smythson

Smythson, acquired by the Iconic BrandCo in July 2025, is a British lifestyle brand famed for its luxury stationery, books and travel accessories. The business, which holds two Royal Warrants, has expanded into small leather goods and operates through ten retail locations across the UK, France and Japan, as well as global e-commerce.

## Merz Lifecare (formerly Windstar Medical)

A leading provider of health, wellbeing and beauty products in the DACH region.

Merz Lifecare delivered positive topline performance in OCI FY25, mainly driven by the consumer-branded business achieving strong results in the over-the-counter and self-medication segments, with particularly strong growth in its number one brand, tetesept. The private label business’s performance was more muted, due to softer sales volumes at a key customer. Integration efforts are progressing well with the group now being co-located in Frankfurt after consolidating office locations and synergy implementation ahead of plan, while the group’s leadership team has been strengthened with a new Group CFO and CMO.