Conduit Holdings Limited

Annual Report and Accounts 2025

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Who are we?

Conduit Re is a Bermuda-based, multi-line

Our value proposition lies in our ability to

reinsurer with global reach, supporting

navigate complexity and deliver equitable

insurers and reinsurers with their property,

solutions for our long-term partners, across

casualty and specialty reinsurance needs.

stand-alone to multi-class protections.

Insurers and reinsurers play a critical role in

Our product range includes, but is not limited to,

the global economy, enabling individuals and

providing reinsurance for property, general third-

businesses to manage risk, protect their assets

party liability, professional liability, energy, marine

and provide services to customers.

and aviation risks.

We have a highly experienced team across

With a well-capitalised balance sheet, we

our business focused on making dynamic

deliver financial resilience supported by a

decisions throughout the market cycle.

culture grounded in discipline and teamwork.

Our Investment Proposition

Find out more on page 4.

CEO’s Report

Find out more on page 9.

Sustainability Summary

Find out more on page 34.

Governance at a Glance

Find out more on page 44.

Conduit Holdings Limited | Annual Report 2025

Contents

In this report

Strategic Report

Corporate Governance

Strategic Report

Corporate Governance

Financial Statements

At a Glance

Our Strategy

Key Performance Indicators

Chair’s Statement

CEO’s Report

Underwriting Report

CFO’s Report

Business Review – Finance

Enterprise Risk Management Report

People and Culture Report

Sustainability Summary

Partnership for a greener Bermuda

Section 172 Statement

At a Glance

Board of Directors

Introduction to Corporate Governance

Corporate Governance and Compliance

with the UK Corporate Governance Code

Nomination Committee Report

Audit Committee Report

Remuneration at a Glance

Directors’ Remuneration Report

Directors’ Remuneration Policy

and Policy Table

Notes to the Directors’

Remuneration Policy

Annual Report on Remuneration

Directors’ Report

Directors’ Responsibilities Statement

104

Independent Auditor’s Report

106

Consolidated Statement of

112

Comprehensive Income

Consolidated Balance Sheet

113

Consolidated Statement of Changes

114

in Shareholders’ Equity

Statement of Consolidated Cash Flows

115

Notes to the Consolidated

116

Financial Statements

Additional Performance Measures

165

Glossary

167

Advisers and Contact Information

171

6.9%

increase in gross premiums written in 2025

11.1%

RoE for the year ended 31 December 2025

Conduit Holdings Limited | Annual Report 2025

In This Section

At a Glance

Our Strategy

Key Performance Indicators

Chair’s Statement

CEO’s Report

Underwriting Report

CFO’s Report

Business Review – Finance

Enterprise Risk Management Report

People and Culture Report

Sustainability Committee Chair’s Letter

Partnership for a greener Bermuda

Sustainability at Conduit

Section 172 Statement

Strategic Report

Corporate Governance

Financial Statements

Strategic

Report

Partnership for a greener Bermuda

We were delighted to sponsor the

planting of over 130 native and

endemic plants as part of the

Bermuda Youth Climate Summit.

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

At a Glance

How we create value

Our key business objectives

•

Building a leading reinsurance business focused on underwriting expertise.

•

Maintaining a relatively conservative investment portfolio made up of predominantly fixed maturity assets.

•

Delivering profitability and a mid-teens return on equity (“RoE”) across the reinsurance market cycle.

•

Maintaining a strong balance sheet to support our business plans.

•

Securing a sustainable business for the long-term benefit of our stakeholders.

Property

Casualty

Specialty

Proportional and

excess of loss

—

Including catastrophe and non-catastrophe

Including general third-party liability,

Including aviation, energy, engineering

property business across US and

professional liability, financial institutions

and construction, environmental, marine,

international risks for personal and

liability, directors and officers liability,

renewables, political violence and

commercial lines.

medical malpractice and transactional liability.

terrorism and whole account.

Our Investment Proposition

Targeted underwriting, managing volatility

•

Pure treaty reinsurance focus.

•

Dynamic cycle management across classes

of business and geographies.

•

Comprehensive retrocession protection with

high-quality partners.

•

Focused on managing underwriting volatility

from peak and secondary perils.

Operational focus

• A single location and efficient corporate

structure.

• An open and collaborative culture.

• Management team with proven industry

experience across market cycles.

Gross premiums written ($m)

$659.4m

In numbers

Bermuda-based reinsurer

BMA regulated –

Class 4 Licensed

Gross premiums written ($m)

$392.3m

$191.3m

AM Best financial strength rating

Total shareholders’ equity

2025 Gross premiums written

A-

$1.10bn

$1.24bn

(Excellent)

as at 31 December 2025

• Efficient cloud-based ecosystem to

support pricing, analytics and exposure

management tools.

Strong balance sheet

•

Strong balance sheet that is well capitalised

to support our underwriting teams.

•

AM Best (A-) Excellent financial strength

rating with “stable” outlook and “very

strong” balance sheet.

•

High-quality investment portfolio, with

average credit quality of AA, contributing

meaningfully to comprehensive income.

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Our Strategy

A strategy for long-term sustainable returns

We partner with clients globally to provide Property, Casualty and Specialty treaty reinsurance.

Operating from Bermuda with a global reach, we remain nimble with the ability to grow or contract

selectively as conditions warrant throughout the market cycle. We aim to deliver long-term

stakeholder value by focusing on:

Underwriting Discipline

Risk Management

Capital Strength

Maintaining underwriting

Managing risk appropriately on

Continuing to maintain a strong

expertise in the classes

both sides of the balance sheet;

capital base, while strategically

we write with a disciplined

controlling exposure to peak

returning excess capital to

approach to managing

and secondary perils to contain

shareholders.

changing markets, with

volatility within our risk

a focus on profitability.

appetite; and maintaining a

dynamic response to the

risk environment.

Shareholder Alignment

Culture and Talent

Performance targets are

designed to support strong,

sustainable returns for

shareholders.

Fostering a culture of

transparency, collaboration

and performance-driven

promotion to attract and

retain a strong team.

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Key Performance Indicators

Our metrics for success

Gross premiums written1 ($m)

RoE (%)

Total net investment return (%)

Total shareholder return (%)

$1,243.0m

11.1%

6.7%

(10.4)%

In our fifth year of underwriting,

2025 was another active period for

Conduit’s growing investment

After producing positive total

Conduit has continued its

natural catastrophes and risk losses,

portfolio continued to produce

shareholder returns (“TSR”) from

growth in gross premiums

including the California wildfires.

strong returns in 2025, supported

2022 to 2024, Conduit generated

written despite some market

While underwriting returns were

by stable book yields in the

a negative TSR in 2025. Over the

softening, driven primarily by

more muted as a result, we

portfolio, a growing asset base

same period the FTSE 100 and

growth of renewal business

recorded an RoE of 11.1% in 2025

and net unrealised gains due to a

FTSE 250 delivered a +21.5% and

in the Casualty segment.

supported by strong performance

reduction in yields.

+9.0% TSR, respectively.

from our investment portfolio.

2025

IFRS 17

1,243.0

2025

IFRS 17

11.1

2025

6.7

2025

(10.4)

2024

IFRS 17

1,162.4

2024

IFRS 17

12.7

2024

4.0

2024

5.9

2023

IFRS 17

2023

IFRS 17

931.4

22.0

2023

5.8

2023

16.4

622.5

2022

IFRS 17

2022

IFRS 17

(4.

2022

(5.0)

2022

5.5

2022

IFRS 4

2022

IFRS 4

637.5

(9.1)

2021

(0.3)

2021

(12.2)

2021

IFRS 4

2021

IFRS 4

378.8

(4.

Corporate Governance

Financial Statements

Combined ratio – discounted (%)

NTAVS ($)

89.1%

$7.14

2025

IFRS 17

89.1

2025

IFRS 17

7.14

2024

IFRS 17

86.0

2024

IFRS 17

6.70

2023

IFRS 17

72.1

2023

IFRS 17

6.25

2022

IFRS 17

103.0

2022

IFRS 17

5.41

2022

IFRS 4

107.0

2022

IFRS 4

5.08

2021

IFRS 4

119.4

2021

IFRS 4

5.93

Comparatives for 2022 have been restated on an IFRS 17

basis. Prior to IFRS 17 implementation the numbers were

presented on an IFRS 4 basis. Gross premiums written

exclude reinstatement premiums to ensure consistency

with the IFRS 17 view of revenue.

Non-financial highlights

Number of staff

Board gender split

44% female

2025

44%

2024

44%

2023

42%

2023

33%

2022

33%

Total carbon emissions

Total Conduit Foundation

646tCO2e

donations to charity

$344k

2025

646

2025

$344,000

2024

606

2024

$431,000

2023

396

2023

$200,000

2023

349

2022

$280,000

155

Our discounted combined ratio

of 89.1% is reflective of our

exposure to the California

wildfires and other risk losses,

while Conduit and the industry

also experienced a benign

North Atlantic hurricane season.

The increase in net tangible asset

value per share (“NTAVS”) was due

to comprehensive income

generated for the year, less

dividends paid by Conduit during

the year.

Conduit Holdings Limited | Annual Report 2025

Chair’s Statement

Strategic Report

Corporate Governance

Financial Statements

Focused on

improving returns

for shareholders

“Neil and his team have worked tirelessly

over the past year to reposition the business

and its underwriting portfolio, to manage

our net exposures more actively to reduce

risk and improve our resilience.”

I am pleased to introduce Conduit’s Annual

Report and Accounts for 2025 in my capacity as

Interim Chair, a role I assumed on 14 May 2025

following Neil Eckert’s transition from Executive

Chairman to Chief Executive Officer.

The past year has been demanding for Conduit.

The California wildfires in January resulted in a

material loss exposure at the start of the

underwriting year and senior leadership changes

added further pressure. These events tested the

resilience of the business and required prompt,

disciplined action from management and the Board.

The Board recognises the effect that this period

has had on our financial performance, share price

and investor sentiment. Although we delivered

a reasonable RoE, our overall result did not

meet the standards to which we hold ourselves.

However, this period has also been a catalyst

for meaningful and positive change.

Under Neil’s leadership, the management team

has acted with determination to reassess

Conduit’s risk appetite, rebalance the

underwriting portfolio and strengthen exposure

management across both peak and secondary

perils. The risk management and reinsurance

purchase strategy are now intended to manage

both capital protection and earnings volatility

better. As a result, the business is now entering

the next phase of its development with a more

resilient and better diversified underwriting profile

intended to reduce volatility through the cycle.

The team worked extremely hard, interacting with

brokers and key clients, contributing to a

successful 2026 renewal season, supporting

greater confidence in our outlook.

Although external conditions remain challenging,

the underlying fundamentals of the reinsurance

sector are sound. Conduit is well positioned to

navigate softening prices and expanding market

capacity, both of which reflect increasing

competition in several of our key business lines.

Our financial foundations remain robust.

The investment portfolio continued to grow as our

business has scaled, and AM Best affirmed Conduit

Re’s financial strength rating of “A-” (Excellent)

with a stable outlook. Conduit Reinsurance

Limited’s balance sheet, which AM Best assesses

as “very strong”, provides a solid platform from

which we can pursue our strategic objectives.

The Board has remained focused on delivering

long-term value for shareholders. We do not

believe that the current share price reflects the

strength of our balance sheet, the progress made

in repositioning the business or the earnings

potential ahead. In that context, we continued to

evaluate a range of options to enhance

shareholder returns and, during 2025, announced

a $50 million share Buyback Programme, which

resumed in November following a pause during

the peak Atlantic hurricane season.

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Chair’s Statement continued

Board composition was further strengthened

during the year with the appointment of

Nicholas Shott as a Non-Executive Director,

effective 4 November 2025.

Nicholas brings deep capital markets

experience from his career at Lazard and

valuable listed-company board experience

from Phoenix Group Holdings plc. His expertise

will be instrumental as Conduit moves into

its next phase of growth.

We also express our gratitude to Elizabeth

Murphy, a founding Board member, who will

step down at the 2026 AGM after making

significant contributions to Conduit as Audit

Committee Chair. In addition, Trevor Carvey,

our former Chief Executive Officer, informed

the Board of his intention to retire and stepped

down from the Board on 11 April 2025.

As part of our Board succession planning,

I am pleased to confirm that Nicholas Shott

has succeeded me as Chair following my interim

tenure, supporting continuity and stability

as Conduit moves into its next phase of

development. These transitions are being

managed carefully to uphold the Board’s

commitment to a strong, diverse and effective

governance structure.

Although 2025 was undoubtedly challenging, the

actions taken during the year have strengthened

Conduit’s position for the future. The Board and

management remain aligned on the priorities

ahead: disciplined underwriting, prudent capital

management and sustained focus on delivering

long-term, stable returns for shareholders.

I would like to thank my fellow Board members and

the Conduit team for their professionalism and

commitment during a period of considerable change.

I am also grateful to our brokers and cedants for their

continued support, and to our shareholders for their

engagement and patience as we work to strengthen

the business. We look forward to building on the

progress made in 2025 and to delivering sustainable

value in the years ahead.

Rebecca Shelley

Interim Chair

25 February 2026

Conduit Holdings Limited | Annual Report 2025

CEO’s Report

Strategic Report

Corporate Governance

Financial Statements

Enhancing the

execution of

our strategy

“We closed the year delivering an

RoE of 11.1%. While we continue to

target stronger execution, we have

comfortably covered our dividend,

initiated a share buyback programme

and made substantial progress in

strengthening the management of

our net exposures going forward.”

Introduction

2025 has been a transitional year for Conduit. In

addition to managing a meaningful loss arising

from the California wildfires, Conduit advanced a

number of initiatives to support its continued

development. We strengthened our leadership

team and wider personnel base, enhanced our

outwards retrocession coverage, started to

rebalance certain areas of our portfolio and

evolved our capital strategy now that we are at

scale. Having marked our fifth anniversary, we are

progressing into a more mature phase of our

business cycle with an emphasis on sustainable,

long-term returns. Our core underwriting strategy

remains consistent, supported by an increased

focus on execution and results to benefit all our

stakeholders..

Much has changed since I assumed the role of

Chief Executive Officer in May, following a brief

period as interim CEO after Trevor Carvey left

in April. Effecting change in a public company

environment is challenging but we have not been

shy of implementing significant changes while

communicating openly with our stakeholders

about the challenges we encountered. We have

strengthened the business through this process,

led by our strong underwriting and functional

teams that are critical to delivering our cohesive

culture and united vision for Conduit. Importantly,

we continued to receive strong support from

our clients and brokers throughout the year

and during the 2026 January renewal season.

We remained profitable for the third consecutive

year, although our financial performance in 2025

fell short of our expectations—primarily due to

exposure to the unprecedented California

wildfires in January. Over this three-year period,

we have generated $433 million of

comprehensive income. These results have

enabled us to maintain a stable dividend and

initiate a share Buyback Programme. These

actions underscore our commitment to

disciplined capital management and shareholder

value creation.

Overall, Conduit grew modestly to $1.24 billion of

gross premiums written in 2025. Our strategy will

continue to emphasise segments of the market

that we find most attractive, and we have started

executing a shift towards excess of loss business

from quota share. Operating from a single office

in Bermuda allows us to maintain a nimble

structure and a centralised view of market

conditions and opportunities across our business.

It also enables a relatively low-cost base for the

organisation including benefitting from the

current favourable tax dynamics.

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

CEO’s Report continued

2025 performance

Managing a loss of the magnitude of the

unprecedented January California wildfires early

in the year was challenging. We took immediate

steps to protect our results from further volatility

related to secondary perils by purchasing

additional retrocession cover. The wildfires

alone contributed 14.5 points to our discounted

combined ratio of 89.1% in 2025. The inwards and

outwards portfolio adjustments we implemented

following the wildfires will significantly reduce

the net impact of a similar event in the future.

We are in the business of risk and paying claims;

however, our results would have been materially

different had these changes been in place at the

beginning of 2025.

The second half of the year was characterised

by a relatively benign loss environment, notably

with no significant US land-falling hurricanes.

With this favourable backdrop and strong

investment performance, our 11.1% RoE

in 2025 outperformed the guidance we

provided following our interim results of

a mid-single-digit RoE.

Our gross premiums written grew by 6.9%

to $1,243.0 million in 2025. This increase

represents a natural slowdown from the growth

rates we experienced in our early years of

maturity. Our Casualty segment drove premium

growth in 2025, supported by firm risk-adjusted

pricing. Property and Specialty segments faced

more competitive conditions and balanced

overall growth.

As the market softens, our ability to deploy

capital efficiently – or return it to shareholders –

will be critical.

Our discounted combined ratio

of 89.1% and reinsurance service result of

$109.9 million reflect our exposure to the

California wildfires and several other risk loss

events during 2025. Strong investment returns

helped offset underwriting volatility during the

first half of the year, resulting in comprehensive

income of $116.8 million or $0.75 per share.

We closed the year delivering an RoE of 11.1%.

While we continue to target stronger execution,

we have comfortably covered our dividend,

initiated a share Buyback Programme and made

substantial progress in strengthening the

management of our net exposures going forward.

Conduit’s tangible net asset value (“TNAV”) per

share increased from $6.70 as at 31 December

2024 to $7.14 as at 31 December 2025, after

providing shareholders with $0.36 per share

or $59.4 million in dividends during the year.

Over the life of Conduit, we have now paid

dividends of $267.2 million or $1.62 per share

and we will continue to maintain a prudent

capital management strategy.

Gross premiums written ($m)

1,162.4

1,243.0

931.4

622.5

372.5

2021

2022

2023

2024

2025

Cumulative risk-adjusted rate change

121%

122%

118%

104%

100%

2021

2022

2023

2024

2025

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

CEO’s Report continued

Reinsurance market conditions

2025, should continue to remind the industry

strengthen our processes and added appropriate

value of Conduit and our commitment to

Since 2022, the industry has experienced a

that climate change is undoubtedly driving more

resources to support our exposure and risk

enhancing shareholder returns.

significant influx of capital, fuelled by strong

frequent and severe natural catastrophes. The

management functions.

retained earnings which is driving increased

insurance and reinsurance industry continues to

We announced the initiation of a share Buyback

capacity and softening rates in many segments

play a critical role in protecting communities and

As disclosed in March, we purchased additional

Programme in May 2025. The Board has

of the market.

assets that are vital to the global economy and

reinsurance protection focused on secondary

authorised the repurchase of up to $50 million of

are increasingly exposed to natural catastrophes.

perils, along with peak US wind, earthquake and

shares by the AGM in May 2026. We felt it was

Market conditions remain dynamic and pricing

aggregate cover. These additional reinsurance

prudent to pause this programme during the

differs by class, but overall rates are softening with

Distribution and clients

purchases following the California wildfires

peak hurricane season and resumed the

some coverages being extended or subject to

Our underwriting and executive teams have

created an extra cost that impacted the 2025

programme during November.

reduced attachment points. Despite recent

decades of experience working with leading

bottom line.

softening, rates are still approximately 18% above

producers at the key broking firms and we have

We have maintained a stable dividend, delivering

the level when we launched our business in 2021

been very well supported by the industry.

Our future strategy includes having a stronger

an attractive yield to shareholders while

and remain technically adequate in most classes.

focus on the management of net exposures

preserving flexibility for deployment

We have worked incredibly hard with these

and volatility, particularly as we rebalance parts

opportunities. Our regulatory capital ratios remain

Climate and loss patterns

companies to communicate our appetite clearly

of the portfolio as the cycle softens. Critical to

comfortably within our target range, and our AM

In addition to the California wildfires, the US

and ensure a strong and aligned flow of business

this is our outwards reinsurance coverage, and

Best rating was affirmed at “A-” (Excellent) with

experienced significant severe convective storm

as we enter 2026.

I am pleased to report that we have been able

a stable outlook. These metrics demonstrate the

activity, which collectively led to more than $100

to renew our programme with the full inclusion

resilience of our capital position and our ability to

billion of insured catastrophe losses during the

We are also placing a greater emphasis on sales

of all secondary perils.

navigate evolving market conditions.

first half of the year. The second half of 2025

and marketing efforts. Our underwriting team is

featured an Atlantic hurricane season that

marketing more than in previous years and we

Capital management

Investments

included three Category 5 strength storms. The

are working hard to deepen and broaden our

Capital discipline remains a cornerstone of our

Our investment strategy remains consistent, with

US was, however, spared from any significant

relationships with key cedants. Feedback has

strategy. With a more mature portfolio and less

a focus on capital preservation and liquidity to

land-falling hurricanes, driving strong

been positive and we expect to see benefits as

robust growth outlook, we are prioritising

support our underwriting operations.

underwriting profits for the reinsurance industry.

we rebalance the portfolio for the adjustments we

efficiency and prudence in capital deployment.

have made to our risk appetite.

We consider the expected returns available from

As our business has matured, our growing

Hurricane Melissa was a notable event late in the

underwriting at prevailing rates, as well as how

$2.2 billion investment portfolio continues to

hurricane season due to the devastating impact

Outwards reinsurance and

we manage capital to maintain an efficient capital

produce increasing income to support returns.

on Jamaica and other countries in the Caribbean.

exposure management

base. With a clean balance sheet and our shares

While our exposure to the region is modest and

Outwards reinsurance and exposure

trading at a discount to TNAV, our Buyback

the insured losses for the industry are

management is of paramount importance to

Programme is capitalising on the opportunity to

manageable, Melissa was one of the most intense

every reinsurance company and will be critical as

repurchase stock at attractive prices. This

hurricanes on record to make landfall. This event,

we focus on reducing our exposure to secondary

initiative reflects our confidence in the intrinsic

along with the scale of the California wildfires in

perils. During 2025, we have continued to

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

CEO’s Report continued

People and culture

As we enter 2026, we are all looking forward

Outlook

And finally, to our shareholders, we thank you

Conduit’s ongoing strength lies in its people,

to moving beyond our period of transition.

The transition we started in 2025 has been all

for your continued engagement, feedback,

their professionalism, expertise and shared sense

We believe that our focus on enhancing

about establishing a stronger foundation for

patience and support of Conduit. We remain

of purpose. The Conduit team continued to

a collaborative culture will drive stronger

Conduit’s future performance. The changes we

focused on the future and generating more stable

grow during 2025, and we have enhanced senior

results across our business for the future.

have made reflect the collective efforts of our

returns for shareholders. While we recognise

management and the quality of talent throughout

entire team and I am pleased with the progress

the environment is becoming more competitive,

Conduit through new hires and promotions.

1 January 2026 update

achieved so far. The insurance cycle is driving a

we believe we are positioned to deliver on

We have made significant progress bolstering

We have had a good January renewal season

softening market but our focus on portfolio

our objectives.

our team, although my belief is there is always

and have posted growth in Casualty classes as

balance, prudent risk selection, a relatively

room for improvement in any organisation.

pricing has held up the best in that division, and

conservative investment portfolio and capital

Neil Eckert

we continue to like the pricing and terms and

management provide a strong foundation for

Chief Executive Officer

At 31 December 2025 we had 68 employees,

conditions in our account. In Property, we have

sustainable returns.

25 February 2026

up from 65 employees at 31 December 2024.

initiated actions to adjust and rebalance the

Our focus has been on building a team with

portfolio towards excess of loss from quota share.

As we look ahead, we will continue to keep

a diverse background of technical skills and

In Specialty, while we have observed pockets of

a close eye on price adequacy across our

knowledge, as well as strong character

softening in the market, we regard the portfolio

portfolio and carefully consider our capital

and values.

overall as adequately rated with terms and

deployment options.

conditions mostly holding.

We have welcomed several new colleagues

Closing

in senior roles. This has included Stephen

As expected, the trend of price softening

2025 was an exceptional year where our staff

Postlewhite, our new Chief Underwriting Officer,

continued at renewals where we saw some fairly

have worked above and beyond the call of duty.

and William Randolph, our new Chief Risk Officer

aggressive rate cutting late into the renewal

I would like to extend my sincere gratitude to our

— roles that are critical to the success of Conduit

season. These conditions put pressure on margins

employees and Board of Directors following a

going forward. These colleagues are highly

and we are actively adjusting our portfolio to

pivotal year. This commitment to Conduit has

experienced and have brought fresh ideas and

reflect those pressures.

been clear and has helped shape and strengthen

perspectives to our organisation that are having

our culture while we have continued to build a

immediate impacts.

Market conditions have enabled us to purchase

more resilient business for the future.

a more comprehensive retrocession programme

Our depth of talent has also allowed us to

than previously, which includes all perils and

To our clients and brokers we work with

promote from within as several of my colleagues

addresses earnings volatility and capital

throughout the year, thank you for your

have taken on expanded or more senior roles.

protection.

continued support of Conduit. We look forward

The ability to develop talent will build upon

to building and expanding our partnerships

itself as we look to provide attractive career

in 2026 and beyond.

opportunities for all of our staff.

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Underwriting Report

Our portfolio optimisation is

underway as we work to strengthen

the management of our net exposures

Gross premiums written

and reduce volatility

$1,243.0m

(2024: $1,162.4m)

Underwriting strategy

dampen the impact of rate softening and allow us

our strong relationships with these partners,

After four years of scaling the business into a

to control attritional volatility better within the

and we plan to enhance our engagement and

hardening market, 2025 marked the start of a

portfolio when combined with effective

marketing efforts to continue to access the

deliberate rebalancing of our portfolio. Market

retrocession purchases. We are committed to

business we want to see.

dynamics are shifting, and our nimble operating

having a more comprehensive retrocession

structure enables us to refine our strategy and

programme going forward to improve the

Underwriting performance

portfolio mix through targeted adjustments. This

management of our net exposure, especially as it

Underwriting results in 2025 were dominated

flexibility allows our appetite and approach to

relates to secondary perils and earnings volatility.

by the January California wildfires, which added

evolve in tandem with changing conditions.

15.3 points to our undiscounted combined ratio

We have strengthened our underwriting teams

for the full year. Aside from this devastating

Our portfolio has been predominantly quota

with additional talent, in particular through

event, our underwriting performance was solid

share as we have grown to over $1.2 billion of

the second half of 2025, and we are pleased to

and reflected more benign loss activity and

gross premiums written in 2025. As markets have

have welcomed Stephen Postlewhite as Chief

we ended the year with an undiscounted

started softening and our portfolio has absorbed

Underwriting Officer in 2026. Stephen brings to

combined ratio of 101.5%. Following the wildfires,

more attritional volatility than we would like, we

Conduit a strong background working across

we secured additional retrocessional cover to

are gradually rebalancing the portfolio and

critical underwriting functions and leading teams.

broaden the protection of the portfolio for the

adjusting towards a greater focus on excess of

remainder of the year, with a particular focus

loss business and exiting treaties which are

Our broker and client partners also remain

on secondary perils.

driving this volatility. We believe this will help

essential to our strategy. We have consolidated

Conduit Holdings Limited | Annual Report 2025

Underwriting Report continued

We delivered steady growth in gross premiums

written across the portfolio during 2025, with

strong increases in Casualty partly balanced

by modest growth in Property and a slight

decline in Specialty. This pattern of growth

reflects the maturity of our business and the

disciplined approach we continue to take

developing our portfolio.

Although overall growth has moderated, we

continue to view the market as adequately

priced. Risk adjusted rates declined 3% across

our portfolio during 2025, but remain well above

the level when we commenced underwriting in

2021 and technical pricing remains adequate in

most classes.

Casualty delivered the most significant

contribution to growth during 2025, supported

by modestly positive rates and our work to

identify partners with strong claims management

and underwriting discipline. In Specialty, our

growth rate moderated as we remained highly

selective in a softening market and stepping away

from business with unfavourable terms. Property

has also experienced some softening but remains

price adequate.

Strategic Report

Corporate Governance

Financial Statements

In numbers...

Global insured losses from natural disasters ($bn)

204

162

160

155

133

131

132

127

2015

2016

2017

2018

2019

2020

2021

2022

2023

2024

2025

Data: Aon Catastrophe Insight.

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Underwriting Report continued

Property

In Property, gross premiums written for the year

ended 31 December 2025 were $659.4 million

(31 December 2024: $645.1 million), an increase

of 2.2% over the prior year. After several years of

positive rate compounding, the property market

began to experience some price softening during

2025, resulting in a slower growth rate.

The industry has continued to generate strong

retained earnings and deploy capacity into

attractive market conditions. Renewal

negotiations were more competitive than in

recent years, and our risk-adjusted rate change,

net of claims inflation, in our Property segment

was (5)% in 2025 (2024: 3%).

Our Property book remains adequately priced,

despite this moderation, with sufficient margin.

Rates remain 36% above the level that we

started writing in 2021. Within our portfolio we

have maintained a focus on accounts that are

aligned with our profitability hurdles. During the

year, we were able to increase line sizes on

high-performing accounts and reduced exposure

where pricing or structure no longer met our

risk appetite.

We have started to make progress rebalancing

and optimising our Property portfolio.

This included new excess of loss placements

and select quota share deals through 2025

and the 2026 January renewals. We have also

come off or reduced several underperforming

accounts. These actions support our strategic

goal of moving toward a more even split

between quota share and excess of loss

business and reduced volatility.

We enter 2026 with a more resilient renewing

portfolio and an aligned outwards retrocession

programme. Our focus is firmly on profitability,

prioritising underwriting quality over top line

growth as we navigate an increasingly

competitive marketplace.

In numbers...

Gross premiums written ($m)*

Geographic breakdown

645.1

659.4

l US 54%

l Worldwide 28%

l Europe 10%

485.8

l Other 8%

290.9

176.9

2021

2022

2023

2024

2025

Risk-adjusted rate change

143%

139%

136%

107%

100%

2021

2022

2023

2024

2025

Gross premiums written exclude reinstatement premiums to ensure consistency with the IFRS 17 view of revenue. 2021 gross

premiums written in the graph above, disclosed under IFRS 4, are also shown excluding reinstatement premiums for consistency.

Certain reinsurance contracts previously reported within the Specialty segment are now reported within the Property and

Casualty segments to better align with Conduit’s internal view of these contracts. Comparative periods have been re-presented in

order to be consistent with the current period presentation.

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Underwriting Report continued

Casualty

In Casualty, gross premiums written for the year

ended 31 December 2025 were $392.3 million

(31 December 2024: $318.9 million), an increase

of 23.0% over the prior year. We experienced

stronger growth in Casualty as pricing remained

firm and we increased our support for existing

partners that have demonstrated leadership

managing through the cycle. This growth brings

attractive diversification to our shorter tail lines

of business.

Casualty growth was concentrated in US general

third-party liability and excess and surplus lines,

where disciplined underwriting and favourable

pricing trends created attractive opportunities.

Overall, the risk-adjusted rate change, net of

inflation, in our Casualty division increased by

1% (2024: (1)%), with positive rate momentum

in these preferred classes balancing softer

conditions in other areas. Pricing has remained

firmer in Casualty as the industry has continued

to deal with reserve strengthening primarily for

older accident years that pre-date Conduit.

Our approach remains selective given the

long-tail nature of Casualty business and

we are careful to support the right partners.

We continue to focus on validating cedant

underwriting behaviour through detailed data

reviews, electing to deepen our partnership with

those exhibiting discipline. We actively manage

our exposures and apply a consistent reserving

approach that reflects the long-tail nature of the

Casualty portfolio. We believe our Casualty

reserves are appropriate.

Casualty is the one area of our portfolio where

quota share business dominates the market and

will continue to represent the greater majority of

our Casualty segment.

Looking ahead to 2026, we expect the Casualty

market to remain dynamic. Our focus will be on

long-term partnerships, disciplined underwriting

and selective diversification beyond the US

market, ensuring the portfolio remains resilient

and aligned with our objectives.

In numbers...

Gross premiums written ($m)*

Class of business breakdown

392.3

l General third-

party liability 74%

318.9

l Professional

297.4

liability / financial

institutions 18%

248.6

l Auto liability 1%

l Other 7%

129.2

2021

2022

2023

2024

2025

Risk-adjusted rate change

101%

100%

2021

2022

2023

2024

2025

Gross premiums written now exclude reinstatement premiums to ensure consistency with the IFRS 17 view of revenue. 2021 gross

premiums written in the graph above, disclosed under IFRS 4, are also shown excluding reinstatement premiums for consistency.

Certain reinsurance contracts previously reported within the Specialty segment are now reported within the Property and

Casualty segments to better align with Conduit’s internal view of these contracts. Comparative periods have been re-presented in

order to be consistent with the current period presentation.

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Underwriting Report continued

Specialty

In Specialty, gross premiums written for the year

ended 31 December 2025 were $191.3 million

(31 December 2024: $198.4 million), a decrease

of (3.6)% over the prior year. This reduction

reflects actively prioritising margin resilience

over top-line growth in softening conditions.

Abundant industry capacity continues to seek

growth in specialty classes that do not correlate

with peak peril exposures. Our risk-adjusted rate

change, net of claims inflation, for the Specialty

division was (5)% in 2025 (2024: 1%).

We renewed well-performing accounts, while

tactically reducing line sizes where terms and

conditions came under pressure. Submission

flow was strong throughout the year, supported

by new opportunities including multi-line

arrangements and excess of loss placements

beginning to gain traction. We continued to

have a high decline rate and non-renewed

select business. We remain focused on writing

business that we believe will deliver long-term

profitability, from cedants demonstrating

appropriate risk management.

The specialty sector was impacted by several

notable industry loss events during the year,

including major airline and refinery incidents,

which together represent some of the largest

claims on record for their respective classes. Our

exposure to these risk losses was manageable

and none had a material impact on Conduit. We

are well positioned to capitalise on any firming in

rates that occurs in response to the loss activity

in aviation and energy classes. To support

growth where opportunities arise and ensure we

continue to have strong underwriting practices,

we have strengthened our Specialty team with

additional resources during 2025.

Overall, Specialty market conditions are

expected to remain competitive but disciplined.

Our focus will be on underwriting for profitability

and selective growth in classes where we see

attractive opportunities.

In numbers...

Gross premiums written ($m)*

Class of business breakdown

l Multi-line 38%

l Energy and

Power 23%

198.4

191.3

l Marine 27%

l Construction and

148.2

Engineering 2%

l Aviation 4%

l Cyber 5%

83.0

l Other 1%

66.4

2021

2022

2023

2024

2025

Risk-adjusted rate change

111%

112%

107%

102%

100%

2021

2022

2023

2024

2025

Gross premiums written now exclude reinstatement premiums to ensure consistency with the IFRS 17 view of revenue.

2021 gross premiums written in the graph above, disclosed under IFRS 4, are also shown excluding reinstatement

premiums for consistency.

Certain reinsurance contracts previously reported within the Specialty segment are now reported within the Property

and Casualty segments to better align with Conduit’s internal view of these contracts. Comparative periods have been

re-presented in order to be consistent with the current period presentation.

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Underwriting Report continued

Looking ahead

We expect market conditions will remain

competitive as we enter 2026, with pressure on

pricing and abundant capacity continuing to seek

growth opportunities. Conditions remain dynamic

across classes and geographies, but we view the

market as still adequately priced following several

years of rate increases. We believe we are well

positioned to navigate the market environment

with strong support from brokers and clients.

Repositioning our portfolio towards a greater

share of excess of loss business will continue over

the coming years. Most of this progress will be

within our Property segment where we expect to

achieve a more even balance of quota share and

excess of loss business. Rebalancing in Specialty

will be more modest and gradual, and our

Casualty portfolio is expected to remain largely

quota share. We expect the optimising of the

portfolio, along with a more comprehensive

retrocession programme, will better protect us

from large secondary perils.

In this softening phase of the market cycle,

we will deploy our capacity with discipline and

endeavour to manage our capital efficiently,

focused on net underwriting margin.

Neil Eckert

Chief Executive Officer

25 February 2026

Conduit Holdings Limited | Annual Report 2025

CFO’s Report

Strategic Report

Corporate Governance

Financial Statements

Focused on

delivering more

consistent returns

“A respectable RoE of 11.1% given the

challenging loss environment we faced

this year. As growth begins to moderate

in our fifth year of underwriting, our

focus is moving to portfolio optimisation

and improving the resilience of returns

going forward.”

Gross premiums written ($m)

$1,243.0m

increasing year-on-year by

6.9%

The California wildfires in January of 2025 gave

the industry a bumpy start to the year. Industry

loss estimates for that event are currently around

the $40 billion level, a meaningful event for

something referred to as a secondary peril.

Conduit, in particular, felt the effects of that event

and experienced a larger loss than we would have

liked for that type of event. Our undiscounted net

loss, after reinsurance and reinstatement

premiums, was $119.1 million, a 15.3% impact on

our undiscounted combined ratio. The rest of the

year, which in total represented an industry loss

of approximately $127 billion, was relatively quiet

for us, and we produced an RoE of 11.1%. While

returns are lower than we would expect them

to be, we have learned lessons around how our

outwards programme responds and have taken

steps to make it more robust.

Our loss ratio for the year, on an undiscounted

basis, was 89.9% and our combined ratio, also

on an undiscounted basis, was 101.5%. That

compares to the prior year undiscounted loss and

combined ratios of 84.4% and 97.1%. The prior

year was another active year in terms of industry

losses, with estimated insured catastrophe losses

in excess of $155 billion, in addition to risk losses

throughout the year. The more significant events

for Conduit last year were Hurricanes Helene

and Milton, where we recorded an undiscounted

net loss, after reinsurance and reinstatement

premiums, of $68.0 million, having a 9.4% impact

on our undiscounted combined ratio.

On the income side, we continued to grow,

albeit at a slower pace than previous years –

very much in line with expectations in our fifth

year of underwriting. Gross premiums written

were $1,243.0 million versus $1,162.4 million in the

prior year, a 6.9% increase compared to 24.8%

growth in the prior year. While pricing is under

pressure, it remains adequate in most of the

classes of business that we underwrite and

underwriting discipline across the industry

appears to be holding for the time being.

On the investment side, we produced an

investment return of 6.7% compared to 4.0% in

the prior year. While we have a total return view

of performance, 2025’s investment return reflects

a portfolio with strong income generation in

addition to growing the assets under

management and our investment leverage. Book

and market yield at year-end were both 4.2%,

versus 4.1% and 4.8% for the prior year-end. We

have maintained a short duration, highly liquid,

high-quality investment portfolio, with our

primary investment aim being capital

preservation and liquidity to support our

underwriting activities.

Our reinsurance finance income and expense

more than doubled year-on year as the level

of discount that we are carrying increases.

The incurred losses in 2025 were also greater

than in 2024 and that has an impact too.

•

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

CFO’s Report continued

In December 2025, the Bermuda Government

enacted the Tax Credit Act 2025, introducing

substance-based tax credits designed to support

entities demonstrating substantive economic

presence in Bermuda. Conduit qualifies for these

credits. We recognised tax credits of $6.9 million

which was recorded as a reduction in reinsurance

and operating expenses. Further information on

tax credits can be found in note 10 to the

consolidated financial statements on page 147.

During the year, the Board authorised a $50 million

share Buyback Programme. We repurchased

$12.5 million or 2,667,154 shares under this

authorisation, which remains in place until our

next Annual General Meeting in May 2026. Our

EBT also purchased a small amount of shares –

$3.0 million – to top up their holding following

annual vesting of certain incentive schemes.

Lastly, as we look forward to 2026 and

re-balancing our portfolio, we have more than

enough capital to execute our plans and we have

once again declared a final dividend of 18 cents

per share, which will be paid in April 2026.

We have continued to buyback shares and expect

to request approval from shareholders at our

AGM for a further share repurchase programme.

Elaine Whelan

Chief Financial Officer

25 February 2026

•

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Business Review – Finance

Premiums

Gross premiums written

For the year ended 31 December:

2025

20241

Change

Segment

Property

659.4

645.1

14.3

2.2%

Casualty

392.3

318.9

73.4

23.0%

Specialty

191.3

198.4

(7.1)

(3.6%)

Total

1,243.0

1,162.4

80.6

6.9%

Certain reinsurance contracts previously reported within the Specialty segment are now reported within the Property and Casualty

segments to better align with Conduit’s internal view of these contracts. Comparative periods have been re-presented in order to be

consistent with the current period presentation.

Net reinsurance revenue

Property

Casualty

Specialty

Total

Year ended 31 December 2025

Reinsurance revenue

494.5

256.6

146.0

897.1

Ceded reinsurance expenses

(107.9)

(1.2)

(10.0)

(119.1)

Net reinsurance revenue

386.6

255.4

136.0

778.0

Property

Casualty

Specialty

Total

Year ended 31 December 20241

Reinsurance revenue

461.1

217.4

135.2

813.7

Ceded reinsurance expenses

(81.7)

(1.4)

(10.6)

(93.7)

Net reinsurance revenue

379.4

216.0

124.6

720.0

During the year ended 31 December 2025, gross premiums written were $1,243.0 million compared

to $1,162.4 million for 2024. We delivered strong growth in Casualty, modest growth in Property

and a slight decline in Specialty gross premiums written. The growth in Casualty primarily reflects

increases in general third-party liability business with preferred partners. Property growth has

slowed throughout the year, reflecting softening prices and more competitive conditions. Specialty

experienced a slight decline as we have reduced our growth in lines experiencing more pressure

on pricing and terms.

Pricing

Following multiple years of compounding rate increases, pricing levels and terms and conditions

softened in most classes of business. Certain Casualty lines continued to benefit from the market

correction driven by reserve deterioration and loss emergence, primarily from pre-2020 years before

Conduit commenced business. Market conditions across the Property and Specialty segments

reflected increased competition following significant pricing increases and strong profitability for

the industry over the past several years.

Conduit Re’s overall risk-adjusted rate change for the year ended 31 December 2025, net of claims

inflation, was (3)% and by segment was:

Property

Casualty

Specialty

(5)%

Certain reinsurance contracts previously reported within the Specialty segment are now reported within the Property and Casualty

segments to better align with Conduit’s internal view of these contracts. Comparative periods have been re-presented in order to be

consistent with the current period presentation.

Reinsurance revenue for the year ended 31 December 2025 was $897.1 million compared to

$813.7 million for 2024. The increase in reinsurance revenue relative to the prior year was due to

continued growth in the business plus the earn-out of premiums from prior underwriting years.

Ceded reinsurance expenses for the year ended 31 December 2025 were $119.1 million compared

to $93.7 million for 2024. The increase in cost relative to the prior year reflected additional limits

purchased due to the growth of the inwards portfolio exposures, as well as broader outwards

protections bought during the year related to secondary perils.

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Business Review – Finance continued

Net reinsurance service expenses

Year ended 31 December 2025

Property

Casualty

Specialty

Total

Reinsurance losses and loss-related amounts

(305.9)

(187.3)

(130.0)

(623.2)

Reinsurance operating expenses

(41.3)

(15.5)

(8.4)

(65.2)

Ceded reinsurance recoveries

2.3

18.0

20.3

Net reinsurance service expenses

(344.9)

(202.8)

(120.4)

(668.1)

Year ended 31 December 20241

Property

Casualty

Specialty

Total

Reinsurance losses and loss-related amounts

(274.0)

(156.7)

(100.2)

(530.9)

Reinsurance operating expenses

(39.3)

(14.0)

(7.2)

(60.5)

Ceded reinsurance recoveries

(0.4)

3.4

3.0

Net reinsurance service expenses

(313.7)

(170.7)

(104.0)

(588.4)

Certain reinsurance contracts previously reported within the Specialty segment are now reported within the Property and Casualty

segments to better align with Conduit’s internal view of these contracts. Comparative periods have been re-presented in order to be

consistent with the current period presentation.

Net reinsurance losses and loss related amounts

2025 was another highly active period of natural catastrophe events and risk losses for the

reinsurance industry, including the California wildfires, severe convective storms in the United States

and several aviation losses, among others. The most significant event was the California wildfires

which impacted the Los Angeles area in January 2025. Our undiscounted net loss attributed to the

wildfires, net of reinsurance and reinstatement premiums, was $119.1 million. The California wildfires

contributed 15.3% to our undiscounted net loss ratio. Absent this event our undiscounted net loss

ratio would have been 74.6%.

2024 was also an above average year of loss activity for the industry. Hurricanes Helene and Milton

made landfall in the United States and there was also elevated activity across smaller and mid-size

natural catastrophe and large risk events, such as the Baltimore Bridge.

Our discounted net loss ratio for the year ended 31 December 2025 was 77.5% compared with 73.3%

for the 2024 year, while our undiscounted net loss ratio was 89.9% and 84.4%, respectively. The increase

for the year ended 31 December 2025 was primarily related to the California wildfires.

Our undiscounted ultimate loss estimates, net of ceded reinsurance and reinstatement premiums,

for previously reported loss events remained broadly stable. The inherent uncertainty in estimating

the net liability for incurred claims gives rise to favourable or adverse development. During the year

ended 31 December 2025 the favourable development in the discounted net liability for incurred

claims for prior accident years was $14.1 million (31 December 2024: $4.3 million).

Our loss and reserve estimates have been derived from a combination of reports and statements from

brokers and cedants, modelled loss projections, pricing loss ratio expectations and reporting patterns,

all supplemented with market data and assumptions. We continue to review these estimates as more

information becomes available.

Reinsurance operating expenses and other operating expenses

2025

2024

Change

Year ended 31 December

Reinsurance operating expenses

65.2

60.5

4.7

7.8%

Other operating expenses

24.8

30.8

(6.0)

(19.5%)

Total expenses

90.0

91.3

(1.3)

(1.4%)

2025

2024

Change

Year ended 31 December

(pps)

Reinsurance operating expense ratio

8.4

Other operating expense ratio

3.2

4.3

(1.1)

Total reinsurance and other operating expense ratio

11.6

12.7

(1.1)

Reinsurance operating expenses includes brokerage and operating expenses deemed attributable

to reinsurance contracts.

Total reinsurance and other operating expenses were $90.0 million for the year ended 31 December

2025 compared with $91.3 million for the prior year. The reinsurance operating expense ratio was

in line with the prior year, while the decrease in the other operating expense ratio was mainly due to

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Business Review – Finance continued

the substance-based tax credits resulting from the Bermuda Tax Credit Act 2025, enacted during

December 2025. Conduit has recognised tax credits of $6.9 million (2024: nil) in the statement

of comprehensive income with these credits treated as a reduction in reinsurance and other

operating expenses.

Net reinsurance finance income (expense)

2025

2024

Change

Year ended 31 December

Net interest accretion

(61.1)

(37.6)

(23.5)

Net change in discount rates

(16.1)

6.8

(22.9)

Net reinsurance finance income (expense)

(77.2)

(30.8)

(46.4)

The net reinsurance finance expense was $77.2 million for the year ended 31 December 2025

compared with $30.8 million for the prior year. The unwind of discount made up most of the expense

in both years, increasing in 2025 in line with growing balance sheet reserves. There was some

additional expense in 2025 related to the decrease in discount rates as we remeasured to those

lower rates, while 2024 benefited from an increase in discount rates in the latter part of 2024.

Investments

We continue to maintain a relatively conservative approach to managing our invested assets,

with a strong emphasis on preserving capital and liquidity. Our strategy remains maintaining

a short-duration, highly-rated portfolio, with due consideration of the duration of our liabilities.

Our portfolio mix shows our conservative philosophy (more information on the portfolio mix is set

out in the charts on page 24 and in the risk disclosures on page 124). Our asset allocation is dictated

by our approved investment guidelines. There are no derivatives, equities or alternatives in the

investment portfolio.

We currently have two portfolio categories – short-tail and long-tail – to match our underwriting

categories and the differing obligations associated with different classes of business across our

Property, Casualty and Specialty divisions. Liquidity preferences are monitored for each.

Conduit’s cash inflows are primarily derived from receipts for fulfilling coverage of reinsurance

contracts, ceded reinsurance recovered from reinsurers and net investment income, plus the sale and

redemption of investments. Cash outflows are primarily the settlement of losses and loss-related

amounts, payments for ceded reinsurance contracts held, payment of other operating expenses, the

purchase of investments and the distribution of dividends or other forms of capital returns. Excess

funds are invested in the investment portfolio.

As part of our investment strategy, we seek to maintain a level of liquidity we believe to be adequate

to meet our foreseeable payment obligations. We believe that our liquid investments and cash flow

will provide us with sufficient liquidity to meet our obligations to settle losses. However, the timing

and amounts of actual claims payments vary based on many factors, including large individual losses,

changes in the legal environment and general market conditions.

Investment performance

The investment return for the year ended 31 December 2025 was 6.7% driven by net investment

income from a growing portfolio, and unrealised gains due to a decrease in yields. For 2024 the

portfolio returned 4.0% driven mainly due to net investment income.

Net investment income, excluding realised and unrealised gains and losses, was $80.7 million for

the year ended 31 December 2025 (31 December 2024: $65.0 million), or an increase of 24.2%,

driven by growth in cash and investment balances year-on-year. Total investment return, including

net investment income, net realised gains and losses, and net change in unrealised gains and losses,

was $119.5 million (31 December 2024: $66.1 million).

The breakdown of the managed investment portfolio as at 31 December is as follows:

2025

2024

Fixed maturity securities

88.3%

85.8%

Cash and cash equivalents

11.7%

14.2%

Total

100.0%

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Business Review – Finance continued

Key investment portfolio statistics for our fixed maturities and managed cash as at 31 December were:

2025

2024

Duration

2.8 years

2.5 years

Credit quality

Book yield

4.2%

4.1%

Market yield

4.2%

4.8%

Cash and investments credit ratings for

managed portfolio 2025

managed portfolio 2024

l AAA 27.3%

l AAA 29.5%

l AA+, AA, AA- 43.3%

l AA+, AA, AA- 41.7%

l A+, A, A- 23.4%

l A+, A, A- 23.8%

l BBB+, BBB, BBB- 6.0%

l BBB+, BBB, BBB- 5.0%

Sustainable environmental and social considerations are incorporated into our individual portfolio

investment guidelines. We believe that, all other things being equal, it is less risky to own securities

with strong sustainability ratings. More information about our approach to incorporate responsible

business considerations to our investments is contained in the sustainability summary on page 34

and in our standalone Sustainability Report and ClimateWise Report.

Capital and dividends

Conduit remains well capitalised to achieve its objectives with a legacy-free balance sheet.

Total capital and tangible capital available to Conduit was $1.10 billion as at 31 December 2025

(31 December 2024: $1.05 billion). Further information on capital management is set out in the risk

disclosures on page 141 and in the financing arrangements on page 159.

Tangible net assets per share as at 31 December 2025 was $7.14 or £5.30 (31 December 2024: $6.70

or £5.35). Including dividends, tangible net assets per share increased 11.9% during 2025.

During 2025 the Conduit Board of Directors approved a share Buyback Programme of up to

$50.0 million. Shares purchased under this programme amounted to $12.5 million for the year ended

31 December 2025.

Shares purchased by Conduit’s Employee Benefit Trust (EBT) during 2025 amounted to $3.0 million

(2024: $9.4 million) and will be held in trust to meet future obligations under Conduit's variable

incentive schemes.

Further details of the share repurchase scheme are set out in the Directors’ Report on page 100

and in note 17 to the consolidated financial statements on page 160.

On 17 February 2026 Conduit’s Board of Directors declared a final dividend of $0.18 (approximately

13 pence) per Common Share, resulting in an aggregate payment of $29.2 million. The dividend will

be paid in pounds sterling on 16 April 2026 to shareholders of record on 20 March 2026 (the Record

Date) using the GBP/USD spot exchange rate at 12 pm UK time on the Record Date.

Conduit previously declared and paid an interim dividend during 2025 of $0.18 (approximately

13 pence) per Common Share. Consequently, the full 2025 dividend is $0.36 (approximately 26 pence)

per Common Share in line with our stated dividend policy. Conduit’s dividend policy and information

on the final dividend declared in respect of 2025 can be found on page 51.

There is no debt and there are no off-balance sheet forms of capital.

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Enterprise Risk Management Report

Advancing our

strategy through

robust risk oversight

Risk Profile

levels. Our 1 January 2026 North Atlantic

We continued to actively manage our overall

Windstorm exposure is approximately $110m

risk profile throughout 2025. Key risk metrics

at the 1 in 100 year return period and $185m at

under the Bermuda Monetary Authority (“BMA”)

the 1 in 250 year return period. In addition to

framework remain strong. At year-end 2025,

monitoring PML across a comprehensive set of

our BSCR coverage ratio is estimated at

risk zones, including but not limited to North

252%, comfortably above our internal minimum

Atlantic Windstorm, US and Canada Earthquake

threshold of 200%, compared to 271% at year-end

and US Wildfire, the Board evaluates key risk-

2024. The change in coverage ratio reflects

based performance metrics and stress scenarios

continued capital deployment through premium

to confirm the adequacy and resilience of the

and reserve growth, partially offset by modest

business plan as we advance our strategy for

surplus growth.

sustainable, profitable growth.

Looking ahead, we continue to monitor our

In addition to monitoring established risks, the

underwriting exposure accumulations to maintain

Board and Management maintain a forward-

Risk Governance

The Board delegates oversight of the risk

management framework to the Audit Committee

of CHL and the Risk, Capital and Compliance

Committee of CRL. Executive responsibility for

risk management lies with the Risk Oversight

Committee, chaired by the Chief Risk Officer.

The Risk Oversight Committee is mandated to

oversee Conduit’s risk governance framework,

capital management strategies, underwriting

exposure accumulation and the governance

around outward reinsurance purchases.

Its primary objective is to ensure the effective

execution of our risk strategy, which is designed

to ensure Conduit maintains a strong balance

sheet within a robust control environment.

In 2025, we continued to build on our foundations

and enhance the control environment in

preparation for the attestation pursuant to

Provision 29 of The UK Code. Material controls

are being confirmed in line with The UK Code,

and we are working diligently to facilitate the

Board’s assurance on their effectiveness.

Conduit operates a “three lines of defence”

model, underpinned by strong collaboration

across all lines. Responsibility for identifying and

assessing risks rests with functional leaders who

have direct operational ownership and expertise.

Risk Management, as part of the second line,

provides consistent oversight, while Internal

Audit delivers further assurance to the Board.

a prudent level of risk-taking through disciplined

looking approach to emerging risks. An emerging

underwriting. As part of the 2026 business plan,

risk session is held at Board and Management

our exposure to catastrophe events has been

levels at least annually. Potential new threats

assessed through careful risk selection and

and opportunities are identified through various

strategic alignment of the inward and outward

methods including external research and

portfolios. We continue to incorporate updates

engagement with external experts. Actions

from catastrophe vendor models into our risk

arising from discussions on emerging risks are

modeling and, during the year, refined our view

integrated into business planning and risk

of risk related to secondary perils.

registers with risk mitigation strategies

appropriately implemented.

The Board reviews and approves the risk appetite

statement, which defines not only our risk

William Randolph

preferences but also the level of risk we are

Chief Risk Officer

willing to assume at both event and aggregate

25 February 2026

Conduit Holdings Limited | Annual Report 2025

Enterprise Risk Management Report continued

Three lines of defence model

Strategic Report

Corporate Governance

Financial Statements

1st line

The primary responsibility

for managing risk rests with

all employees.

They identify, measure, mitigate and

report risks as part of their daily

activities. This includes ownership and

management of risks on a day-to-day

basis and applies to everyone at every

level in the organisation, as all share

responsibility for operational risk

management.

2nd line

The Risk and Compliance

functions, along with elements

of the Actuarial function, form

the second line of defence.

They support the first line by providing

independent challenge, coordination,

monitoring and advice. These functions

maintain direct communication with the

Boards and relevant Committees.

3rd line

Internal Audit acts as the

primary function in the third line

of defence, with additional

assurance provided by external

auditors and the independent

loss reserve specialist.

Both internal and external auditors have

access to the necessary business

functions and report directly to the Audit

Committee. Third-line reviews inform

Risk and Compliance assessments, and

findings are incorporated into evaluations

of risk and control effectiveness. The

third line reports to the Board and/or

Audit Committee to provide independent

assurance of an effective governance

framework.

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Enterprise Risk Management Report continued

Risk and relative appetite/preference

Mitigating actions

Board level monitoring

Commentary

Trend

Overall – capital adequacy

The risk that capital resources are insufficient

• Quarterly capital level monitoring across

• Quarterly capital and solvency

We maintain strong capital buffers above regulatory

to meet regulatory requirements, rating

internal, regulatory and rating agency

reporting against tolerances.

and rating agency requirements, supporting our

agency expectations or absorb stress events

requirements.

• Review of stress and scenario

strategic objectives and underwriting growth. Our

• Capital planning and stress testing.

testing results.

solvency position remains within our target range,

Low

• Ongoing engagement with rating agencies.

• Approval of capital policy and

providing resilience against market volatility and

We maintain capital to support a minimum

• Early warning triggers and documented

dividend policy.

inflationary pressures. AM Best affirmed our A- rating

rating of A- by AM Best and to provide a

capital management action plan.

• Approval of all capital actions.

with a stable outlook, reflecting a period of

surplus over the regulatory enhanced capital

• Approved capital policy.

• Review of underwriting exposure

leadership transition and the need for continued

requirement of twice that prescribed as

and aggregation reports.

focus on governance and capital management to

an early warning buffer by the BMA.

• Annual review of rating agency

maintain rating strength and strategic flexibility.

feedback and outlook.

• Annual CISSA reporting.

Underwriting – premium

The risk that pricing fails to accurately

• Defined risk appetite and tolerances,

• Regular underwriting and portfolio

We continue to pursue a diversified portfolio

reflect underlying exposures, resulting

including PML.

performance reports to the Board.

supported by retrocessional protections and

in misestimation of claims frequency or

• Underwriting guidelines and authority limits.

• Review of underwriting exposure

disciplined underwriting. Overall, we continued to

severity or premiums insufficient to cover

• Actuarial and underwriting peer reviews.

and aggregation reports.

grow top-line in 2025 in our target classes.

potential losses

• Use of retrocession to manage volatility and

• Review and approval of risk appetite

Competitive pressure and early signs of rate

exposure.

and underwriting limits.

softening in certain property and specialty classes

High

• Underwriting Oversight Committee review

are emerging, which could temper growth

This is the risk we seek in order to generate

and monitoring of underwriting performance.

opportunities.

return. The risk is managed by seeking a target

portfolio based on our view of rate adequacy

and target diversification, supported by event

and/or aggregate retrocessional protections.

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Enterprise Risk Management Report continued

Risk and relative appetite/preference

Mitigating actions

Board level monitoring

Commentary

Trend

Underwriting – exposure and aggregations

The risk of excessive accumulation of

• Defined exposure limits and ongoing

• Review of underwriting exposure

PML in 2025 increased from a combination of

catastrophe or liability exposures beyond

monitoring.

and aggregation reports.

portfolio growth and outwards reinsurance structure

defined appetite, leading to outsized losses

• Use of retrocession to manage volatility and

• Approval of exposure limits and

changes. Looking ahead to 2026, despite planned

exposure.

retrocession strategy as part of

modest growth in the portfolio we expect a reduction

Medium

• Post event reviews and resulting actions as

business plan approval.

in overall net exposure and aggregations through

We underwrite catastrophe exposed reinsurance

necessary.

• Review of scenario analysis and

enhanced alignment of the inwards portfolio and

through our property and specialty classes, and

• Risk Oversight Committee review and

stress testing outcomes.

outwards protections having applied lessons learned

business exposed to other aggregations, notably

monitoring.

from the California wildfire losses in 2025, lowering

across casualty lines.

volatility across return periods.

Underwriting – reserve

The risk that reserves prove insufficient to

• Monitoring of reserve movements and trends.

• Quarterly reserving reports to the

Our Casualty portfolio continues to mature, bringing

meet ultimate claims obligations due to

• Quarterly management level reserving

Board and Audit Committee.

additional earned premium and associated reserves.

adverse development or inflationary trends

committee providing review and challenge.

• Review of independent actuarial

Inflationary and social inflation trends continue to

• Independent actuarial review twice yearly.

results.

create uncertainty, but selective underwriting,

Medium

• Reserving policy.

• Approval of reserving policy.

enhanced actuarial reviews and portfolio analysis

We underwrite a mix of classes including those

• Major loss response policy.

• Review of major loss event

continue to mitigate this risk. Importantly, our

where reserves take time to develop. We seek

reporting.

reserves remain comfortably within the range

to minimise reserve risk through rigorous data

confirmed by an independent actuarial review,

analytics using both our own and third-party

reinforcing confidence in adequacy and balance

market data, and benefit from external

sheet strength.

independent loss reserve specialist review.

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Enterprise Risk Management Report continued

Risk and relative appetite/preference

Mitigating actions

Board level monitoring

Commentary

Trend

Investment – market and liquidity

The risk that market volatility erodes asset

• Quarterly management level investment

• Investment performance and

Despite persistent market volatility and interest rate

values or liquidity shortfalls prevent timely

committee.

liquidity reports.

uncertainty, our positioning remains aligned with

settlement of claims

• Investment policy including defined limits and

• Review of market and liquidity

appetite and supports strategic flexibility. Our

authorities for external investment managers.

scenarios and stress tests.

portfolio continues to deliver stable returns with

Low

• Defined investment risk preferences, appetite

• Approval of investment policy and

minimal downside risk.

Our primary aim is to protect capital and,

and risk and return objectives and tolerances.

limits.

consequently, we have a low appetite to

• Regular stress and scenario testing around

• Review of stress and scenario

expose our capital base to investment losses

investment portfolio.

testing around investment portfolio.

and a low appetite for volatility.

• Periodic strategic asset allocation reviews.

• Periodic strategic asset allocation

reviews.

Credit

The risk that retrocessionaires, brokers

• Approved reinsurer list with criteria on

• Counterparty exposure and credit

We select highly rated and collateralised

or other counterparties default or fail to

acceptable credit rating.

quality reporting.

counterparties to minimise credit risk and maintain

honour obligations

• Counterparty monitoring and limits setting.

strong retrocession security.

Expansion of approved reinsurer list to

Economic uncertainty and reinsurer consolidation

Low

reduce concentration.

are monitored, but counterparty quality remains

We use reinsurance to provide protection and

• Risk Oversight Committee review and

strong and credit risk is steady relative to appetite.

select reinsurers which provide limited credit

monitoring.

risk.

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Enterprise Risk Management Report continued

Risk and relative appetite/preference

Mitigating actions

Board level monitoring

Commentary

Trend

Operational and systems

The risk of loss arising from inadequate or failed

• Control testing and quarterly control

• Operational risk and incident

Leadership transitions during 2025 introduced additional

internal processes, procedures, people, systems

affirmation process.

reporting.

execution risk to some operational processes. While these

or external events disrupting business

• Cyber management programme and

• Review and approval of succession

changes were managed effectively, they emphasised the

operations

cyber incident response plan.

plans.

importance of robust systems and clear delegation to

• Disaster recovery and business

• Annual review of cyber code of

maintain continuity.

Low

continuity plans.

conduct compliance.

Our technology ecosystems have remained stable

We seek to minimise our operational risk within

• Regulatory and compliance adherence.

• Annual CISSA reporting.

throughout the year, and several system upgrades

the context of operating as a reinsurer. We seek

• Recruitment and selection policy.

continue to improve operational efficiency.

to attract and retain high-quality staff and gain

Continuous assessment of our control environment has

competitive advantage by use of high-quality and

identified improvement areas which are being

integrated systems.

implemented.

Strategic

The risk of failing to execute the business

• Strategic planning and annual business

• Annual strategy session with the

Our single balance sheet strategy remains intact,

plan or adapt to market changes, impacting

plan review.

Board.

providing clarity and focus as we navigate evolving

long-term objectives

• Regular town halls with employees.

• Review and approval of business plan

market conditions.

• Succession planning.

and ongoing reporting against plan.

The planned shift in our underwriting portfolio to achieve

Low

• Identification of emerging risks, new

• Monitoring of risk appetite alignment.

a more balanced mix of proportional and excess of loss

We seek to manage risk by keeping a clear and

threats and opportunities.

• Regular monitoring of emerging risks.

business, combined with a softening market are key

focused strategy as a single balance sheet

considerations in our evaluation of execution risk into

reinsurer.

2026. This shift enhances diversification, stabilises

earnings and positions us to to capitalise on changing

market opportunities through proactive engagement.

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Enterprise Risk Management Report continued

Risk and relative appetite/preference

Mitigating actions

Board level monitoring

Commentary

Trend

Reputational

The risk of adverse stakeholder perception,

•

Proactive stakeholder engagement.

• Stakeholder feedback and

In 2025, reputational risk increased, influenced by greater

negative media coverage or sustainability

•

Transparent communication

sustainability reports to the Board.

media attention and management changes. These factors,

misalignment erodes confidence and

procedures.

• Review of communications strategy

together with underwriting portfolio refinement, led to

brand integrity

•

Disclosure Committee.

and reputational risk indicators.

increased interest from stakeholders. To address this, we

• Oversight by the Sustainability

placed emphasis on transparent communication regarding

Low

Committee and Board.

leadership transitions and maintained proactive

A focus on maintaining and enhancing brand and

engagement with external stakeholders.

franchise value with support from the

Sustainability Committee, established by the

CHL Board.

Legal, regulatory and litigation

The risk of non-compliance with laws

• Compliance plan and independent

• Compliance and regulatory reports to

The regulatory environment in Bermuda has remained

or regulations, or exposure to litigation

assurance.

the Board and Audit Committee.

steady in 2025. However, political developments in the US

resulting in financial or reputational harm

• Proactive regulatory engagement.

• Review of legal developments and

and other key markets continue to increase the level of

• Ongoing legal and compliance training

regulatory changes.

uncertainty around trade and fiscal policy. While the

Very low

for all employees.

• Oversight of assurance activities and

external environment presents uncertainty, we maintain a

We seek to minimise our legal, litigation and

• Incident reporting and remediation

remediation progress.

strong compliance culture, reinforced by independent

regulatory risk by investing in our systems and

tracking.

assurance and proactive regulatory engagement to

people. We have no appetite for censure by

ensure full adherence to applicable requirements.

regulators and tax authorities.

Conduit Holdings Limited | Annual Report 2025

People and Culture Report

Strategic Report

Corporate Governance

Financial Statements

Our people,

our culture,

our story.

“This year has seen an added focus on retaining

and growing our talent through a year of transition.”

Introduction

At Conduit, our people are the foundation of

our success and the driving force behind our

disciplined and collaborative culture. We have

thoughtfully built an inclusive team which reflects

our values and a shared commitment to strive

for excellence.

Our vision for Conduit’s culture is not just a

set of values—it is how we operate every day.

Our focus is to foster open communication,

support continuous learning and hold ourselves

accountable to high standards of professionalism

and ethics. As we grow, we remain focused

on preserving the entrepreneurial spirit and

collaborative ethos that established Conduit.

2025 has been a year of transition for Conduit

which has made the retention and development

of our employees even more critical. Therefore,

we have continued to invest in our people

through inclusive hiring practices, support for

learning and development opportunities, and

cultivating a culture that encourages innovation

in our ways of working and accountability across

Conduit. Our approach to talent is underpinned

by a belief that diverse perspectives and

empowered individuals lead to better outcomes

for our cedants, shareholders and communities.

Employee Engagement

As discussed in our Section 172 Statement on

pages 41 to 42, Conduit has a Non-Executive

Director responsible for oversight of engagement

with the workforce, Malcolm Furbert, and more

details are provided within this report.

Having a supportive and inclusive culture is

important to us, and from 2022 to 2024 we

conducted employee engagement surveys to

track how employees were feeling about working

at Conduit during our initial years of business.

The results of these surveys were shared across

Conduit as well as with Malcolm, who then

provided his own observations on employee

engagement to the Board. Additionally, Malcolm

meets with a selection of employees across our

workforce during the year and shares his insights

from these meetings with the People and Culture

team, the Executive Committee and the Board

to supplement the insights gained from

engagement surveys.

Given that 2025 has been a year of transition

for Conduit, the Executive team and senior

management have made sure they have been

visible and approachable to staff through town

halls, team gatherings and one-to-one meetings.

In addition, Malcolm continued to hold his

meetings with a selection of staff members.

The feedback from these meetings endorsed

the actions taken by the leadership team to

support the evolving needs of our workforce.

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

People and Culture Report continued

Cultural transition: Listening to our people

As part of our ongoing cultural evolution, in 2025

we conducted a series of employee focus groups

to explore how our values are understood and

lived across the organisation. The People and

Culture team held six focus group sessions with

employees during the month of July and were

delighted to have had 95% employee

participation in these sessions.

The focus group sessions were designed

intentionally to include cross-functional

representation at each session and encourage

open and respectful dialogue around the

behaviours that best reflect our ideal cultural

identity. Sessions provided our employees with

a platform for dialogue which allowed team

members to share feedback on not only

Conduit’s values but also the behaviours

that best represent our values in practice.

These insights are informing updates to our

internal communications, leadership development

and performance assessment frameworks. We

are committed to continuing this dialogue and

fostering a culture which reflects the lived

experience of our people.

Continuing to build-out our workforce

Given the changes experienced in the business

during 2025, it was essential to review all business

units and resources to ensure the teams had

the appropriate staffing for a successful 2025

and beyond.

These reviews encompassed internal staffing

level reviews for each team as well as role

changes and promotions to ensure Conduit is

aligned for success in delivery of the strategy.

During the year, Neil, previously our

Executive Chairman, took on the role of CEO.

We welcomed William Randolph as our CRO

and Stephen Postlewhite to the team in late

January 2026 as CUO. Additionally, we saw

13 staff members either promoted or

moved into new roles more suited to their

career aspirations during 2025 and welcomed

new talent across every function of the business.

Learning and development

Conduit continues to demonstrate its

commitment to our employees through

supporting professional learning and

development opportunities for all, including

attendance at industry conferences and online

training. At Conduit, we believe that supporting

our employees’ educational goals not only

benefits their personal growth but also

contributes to our collective success. This year,

we have seen several of our team members

advance their qualifications, with Conduit funding

their exams and certifications. For some, this also

included paid leave to support their studies.

Responsible Community Partner

We have embedded environmental, social

and governance principles into our business

and operational activities. Conduit supports

These initiatives and community engagement

the community not only through monetary

programmes reflect our belief that sustainability

donations made via the Conduit Foundation to

and social responsibility begins with our people.

Bermuda-registered charities, but also through

the year-round involvement of our employees in

Heather Mello

local charitable initiatives, as highlighted in our

Head of People and Culture

annual Sustainability Report and on our website.

25 February 2026

Our values

Act Boldly & Challenge

Be Collaborative

Operate with Integrity

We support each other to ask

We work together across

We do what we say and

questions, challenge existing

teams, sharing information and

act honestly, treating

methods and stay curious. We

building trust. Everyone takes

everyone fairly and with

are open to change and

responsibility and helps each

respect. We own our decisions

always look for better ways

other succeed.

and learn from mistakes.

to do things.

Celebrate Development

Be Brave

We learn and grow together,

We encourage each other

sharing what works and

to try new things and face

recognising progress. We use

challenges, even when there is

new ideas and technology to

uncertainty. Taking smart

help everyone move forward.

decisions helps us improve

and build resilience.

Conduit Holdings Limited | Annual Report 2025

A letter from our Sustainability Committee Chair

Strategic Report

Corporate Governance

Financial Statements

A letter from our

Sustainability

Committee Chair

“As Conduit celebrates its fifth anniversary,

I am proud to reflect on the Company’s

unwavering commitment to Bermuda’s

community and environment.”

2025 sustainability highlights

Our key achievements are

highlighted on page 37.

TCFD Reporting

We leverage our ClimateWise

Report to meet our TCFD

reporting requirements.

Find out more on page 38.

As Conduit celebrates its fifth year since

a successful IPO, I am proud to reflect on

our unwavering commitment to Bermuda’s

community and environment. It is clear to me

that the progress made in a relatively short

period demonstrates how deeply Conduit

cares about connecting with and supporting

the community in which it operates.

Immediately after launch, management

established the Conduit Foundation to support

local causes in Bermuda aligned with its priorities

and the UN Sustainable Development Goals.

Conduit committed to annual funding of the

Foundation. Throughout 2021–25, The Conduit

Foundation has donated over $1.3 million to over

50 Bermuda-based charities through direct

donations, sponsoring charitable events and

matching employees’ donations. This is in addition

to organising the Gala of Giving in 2023 and 2024,

which, together with Bermuda peers, raised nearly

$800,000 for selected local charities.

These funds have made a real difference to

charities working tirelessly across education,

health, environmental stewardship and support

for vulnerable populations. Some organisations

have received consistent support throughout all

five years, ensuring continuity where it matters

most. Some examples of where a difference has

been made from Conduit funds include:

•

P.A.L.S. Cancer Care to purchase two nursing

vans to provide home-based patient care

visits along with funds to support their

patient care programme expenses.

•

Assisting HOME in their programme

to support independent living for local

rough sleepers.

•

A bursary for the Bermuda College

Foundation Vehicle Mechanics programme

helping train students for jobs while

supporting the transition to less polluting

vehicles.

•

Supporting the Bermuda National Trust to

restore the boardwalk at Paget Marsh, which

provides one of the only wheelchair-friendly

access points to a nature reserve in Bermuda.

•

Funds to enable children in Bermuda with

dyslexia to receive support from the Core

Reading Programme at the Reading Clinic.

Charitable giving is only part of the story.

Organised initiatives for employees have included

beach clean-ups, clearing invasive plants, planting

native trees and shrubs, delivering hot meals to

those less mobile every Friday and refurbishing a

charity’s building damaged by hurricanes.

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

A letter from our Sustainability Committee Chair continued

Collectively, over the past five years, Conduit

employees have donated an estimated 3,600

hours of their time to causes close to their hearts,

supported by a volunteer allowance introduced

in 2023 and Conduit-organised initiatives.

Equally important to me is Conduit’s commitment

to Bermuda’s economy through local

employment and talent development.

As of 31 December 2025, Conduit employed

68 people, the majority of whom did not

require a work permit.

Further, each summer, the team welcomes a

new cohort of interns to gain professional skills

and insight into Bermuda’s (re)insurance market.

In 2025, nine local students joined the team,

a significant achievement for a company of

Conduit’s size. Over five years, 29 interns have

participated in the programme, with three

progressing to full-time roles, underscoring

the success of our talent pipeline.

Through the Conduit Foundation, the team

partners with the Association of Bermuda

International Companies to provide multi-year

scholarships. Currently, three Bermudian students

are being sponsored by Conduit for university

studies in Canada and the UK, supported by

mentorship from senior leaders at Conduit.

By offering these opportunities, I believe Conduit

is inspiring Bermuda’s young talent to join the

(re)insurance industry, equipping them with

the knowledge and experience to thrive. In doing

so, they are supporting both the sustainability

of international business in Bermuda and the

availability of jobs for local professionals.

I commend the Conduit team for their

dedication to Bermuda’s community, and

look forward to continuing this journey together

with ongoing initiatives to maximise our impact

as a responsible company.

Lord Soames

Sustainability Committee Chair

25 February 2026

Conduit Holdings Limited | Annual Report 2025

Case study

Strategic Report

Corporate Governance

Financial Statements

Championing biodiversity: Conduit’s

partnership for a greener Bermuda

We were delighted to sponsor the planting of over 130 native and

endemic plants as part of the Bermuda Youth Climate Summit.

As an island nation, Bermuda faces unique

environmental pressures, including limited green

spaces and biodiversity loss. These challenges

underscore the importance of initiatives that

restore ecosystems while engaging the

community.

Through our Foundation, Conduit has supported

the Bermuda Underwater Exploration Institute’s

(“BUEI”) Youth Climate Summit since 2021.

In 2025, we deepened this commitment by

becoming a Champion Partner for their Trees for

Scores initiative – a creative programme linking

sports performance to environmental action.

For every two goals in football and every 50 runs

and ten wickets in cricket scored by Bermuda’s

youth teams between August and November,

one tree was planted for Bermuda’s future.

Conduit sponsored the planting of over 130 native

and endemic plants at Sherwin and High Point

nature reserves, managed by the Bermuda

National Trust. Volunteers, including Conduit

employees, came together to plant complete

native ecosystems, including trees, shrubs and

ground cover, rather than planting individual

trees. This approach maximises biodiversity,

improves long-term survival rates, and enhances

ecosystem resilience for generations to come.

The impact of this initiative is already visible.

Nearly 400 plants have been added to Bermuda’s

environment through collaboration with partner

sponsors, creating accessible green spaces for

local communities and engaging youth in

environmental stewardship. These ecosystems

increase the potential for local carbon capture,

contributing to healthier air quality and offsetting

some emissions. They also strengthen community

ties through volunteer participation and sports-

driven sustainability.

This project reflects our ambition to positively

impact our stakeholders and our commitment

to reduce our environmental footprint.

We are pleased to have partnered with BUEI and

peer companies to contribute to a healthier, more

resilient Bermuda and advance our vision of a

sustainable future.

Native and endemic trees planted

130+

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Sustainability Summary

Introduction

Sustainability is integral to Conduit’s strategy

and long-term success. As a reinsurer, we operate

in a sector directly exposed to climate-related

risks, making responsible practices essential for

resilience and value creation. More locally, we are

committed to making a positive impact where

we live and work.

Our approach focuses on transparency,

minimising our environmental impact and

supporting our stakeholders in light of climate

change and societal issues.

Governance and approach

Sustainability oversight starts at CHL Board level,

supported by management and our Sustainability

Committee, which is attended by both Executives

and Non-Executive Board members.

Each Executive Committee member has specific

Underwriting

By providing coverage for climate-related

events and transition risks, we help cedants

manage volatility, reduce the global protection

gap and support communities in adapting to

climate change.

To minimise our impact, the impact of climate

change and the related transition of our portfolio,

we maintain strict underwriting standards. We do

not actively seek sectors such as coal, Arctic

drilling, oil sands, tobacco, gambling, controversial

weapons and for-profit prisons, with mandatory

peer review by the Chief Underwriting Officer or

referral to the Executive Committee required for

any portfolios that may include these exposures.

Investments

We have restrictions which mirror our

underwriting approach embedded in mandates

provided to our outsourced asset managers, all

Community partnerships

Through the Conduit Foundation, we actively

support a range of local charities and community

initiatives. In 2025, Conduit increased its

donations to the Conduit Foundation to

$350,000 per year.

As a company, Conduit sponsors local charitable

events, provides use of our office space for

sponsored charities as needed and supports

employees with time off to donate blood and

participate in local charities’ annual drives.

Our employees also participate in organised

activities such as beach clean-ups, charity impact

days and weekly volunteering with Meals on

Wheels throughout the year. In addition, each

employee receives one day of paid volunteer

leave annually to contribute to a cause of

their choice.

Carbon emissions

We disclose carbon emissions for which we are

responsible, and for the fifth consecutive year

since Conduit’s inception, we have maintained

our commitment to offset our Scope 1 and 2, and

select Scope 3, emissions. Offsets are carefully

chosen to meet high-quality standards, including

third-party verification and social impact benefits.

Certain emissions data is subject to limited

assurance by KPMG. Their independent

report can be found in our standalone

Sustainability Report.

We also track emissions avoided through our

green loans policy, with a long-term ambition

for financed solar and electric vehicle initiatives

to exceed our Scope 2 emissions.

Our emissions are disclosed on page 40.

sustainability responsibilities embedded in their

performance objectives.

Several sustainability related policies are in place

at Conduit to support good practices. We have

included on our website summaries of a number

of these, of all which are reviewed regularly and

updated as needed.

We also offer training to all employees on

sustainability risks and opportunities, reinforcing

our commitment to informed decision-making.

of whom are signatories to the UN Principles for

Responsible Investment.

We support our employees to invest in personal

residential solar panel infrastructure and electric

cars by offering interest-free green loans.

Talent development

Transparency and additional information

In 2025, we welcomed nine university students

We publish to our website a standalone

on our internship programme, one of whom

ClimateWise Report aligned with Task Force

has since joined Conduit full-time. This initiative

on Climate-related Financial Disclosures, with

reflects our commitment to developing skills and

a disclosure reference table provided on the

creating career opportunities within our industry.

next page.

More details on talent development can

Further details are also included in our 2025

be found in the People & Culture Report on

Sustainability Report and are available on

pages 32 and 33.

our website.

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Sustainability Summary continued

Below is a summary of our TCFD disclosures, which are intended to provide context alongside a reference to where each topic is explored in more depth. ClimateWise provides an industry-specific framework

for TCFD reporting and is most meaningfully read as a standalone document, so it has not been reproduced in full in the Annual Report and Accounts. Our Sustainability Report is a free-form disclosure in

which we add additional context and commentary, notably in relation to our associated metrics and the relevance of climate to each member of executive management. Both our 2025 Sustainability and

ClimateWise reports are available to download on our website.

TCFD pillars

TCFD recommended disclosures

Disclosure status and reference to where disclosures have been made

Governance

See Principle 1 of our ClimateWise Report.

Disclose the organisation’s governance

Describe the Board’s oversight of climate-related risks

The Board has held strategy sessions that have considered climate-related

around climate-related risks and

and opportunities.

risks and opportunities and have established parameters within which

opportunities.

management can operate. It receives regular reports and is also supported

by the Sustainability Committee.

See Principle 1 of our ClimateWise Report and our Sustainability Report.

Describe management’s role in assessing and managing

Climate-related risk is integrated into various management policies. Each Executive

climate-related risks and opportunities.

Committee member has specific climate responsibilities as set out in our

ClimateWise Report.

Strategy

Disclose the actual and potential impacts

of climate-related risks and opportunities on

the organisation’s businesses, strategy and

financial planning where such information

is material.

See Principles 1 and 3 of our ClimateWise Report.

Describe the climate-related risks and opportunities the organisation

Climate-related risks and opportunities exist across our underwriting, investments

has identified over the short, medium and long term.

and operations.

See Principles 1 and 3 of our ClimateWise Report.

Describe the impact of climate-related risks and opportunities

Climate-related risks and opportunities exist across our underwriting, investments

on the organisation’s businesses, strategy and financial planning.

and operations that are relevant for our business, strategy and financial planning.

See Principle 1 of our ClimateWise Report.

Describe the resilience of the organisation’s strategy, taking

Our planning time horizon and the short-tail nature of our insurance liabilities and

into consideration different climate-related scenarios, including

asset portfolio limit the impact of a 2°C scenario on our business plan and short-

a 2°C or lower scenario.

term capital management.

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Sustainability Summary continued

TCFD pillars

TCFD recommended disclosures

Disclosure status and reference to where disclosures have been made

Risk management

See Principle 1 of our ClimateWise Report.

Disclose how the organisation identifies,

Describe the organisation’s processes for identifying and assessing

Our processes are integrated with our wider risk management framework described

assesses and manages climate-related risks.

climate-related risks.

in the enterprise risk management report, as well as in in our Financial Condition

Report which is available on our website.

See Principles 1 and 3 of our ClimateWise Report.

Describe the organisation’s processes for managing climate-related

Our processes are integrated with our wider risk management framework described

risks.

in the Enterprise Risk Management Report, as well as in our Financial Condition

Report which is available on our website.

See Principles 1 and 3 of our ClimateWise Report.

Describe how processes for identifying, assessing and managing

Our processes are integrated with our wider risk management framework described

climate-related risks are integrated into the organisation’s overall risk

in the Enterprise Risk Management Report, as well as in our Financial Condition

management.

Report which is available on our website.

Metrics and targets

See Principle 4 of our ClimateWise Report.

Disclose the metrics and targets used to

Disclose the metrics used by the organisation to assess climate-

Our metrics relate primarily to carbon neutrality and to our business partners’

assess and manage relevant climate-related

related risks and opportunities in line with its strategy and risk

commitments to climate matters.

risks and opportunities where such

management process.

information is material.

Disclosed in this section of the Annual Report and Accounts.

Disclose Scope 1, Scope 2 and, if appropriate, Scope 3 GHG

Further details can also be found in our ClimateWise Report.

emissions and the related risks.

See our Sustainability Report and Principle 4 of our ClimateWise Report.

Describe the targets used by the organisation to manage climate-

Our metrics relate primarily to offsetting Scope 1, 2 and select Scope 3 emissions

related risks and opportunities and performance against targets.

(business travel including flights and hotels and employee commuting).

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Sustainability Summary continued

Carbon emissions

We have included in the table below our Scope 1 to 3 emissions for 2025 and 2024. We look to grow as sustainably as possible, with a focus on the average emissions per employee. For details on our

methodology, our carbon offsets and our environmental commitments and priorities, please refer to Principle 4 of our ClimateWise Report which is available on our website.

2025

2024

Emission type1

Activity

Basis of measurement

Quantity

tCO2e

Quantity

tCO2e

Scope 1

Direct

None

–

-△

–

Scope 2

Indirect energy

Electricity

kWh

230,415

205,240

– location-based

154.2△

152.4

– market-based

154.2△

135.2

Scope 3

Indirect other

Business travel – air

2,248,208

412.7△

2,084,991

403.9

Business travel – taxis2

Spend

33.6△

–

Business travel – hotels

Nights

519

25.7△

515

27.7

Staff commuting

188,143.0

20.6△

191,907.9

21.6

Total gross emissions from our operations2

Gross emissions (location-based)

647.3△

605.6

Gross emissions (market-based)

647.3△

588.4

Carbon offset applied

(647.3)

(588.4)

Net carbon impact from operations

–

Gross emissions per average employee

Average number of employees

64.2

63.5

Location-based

10.1△

9.5

Market-based

10.1△

9.3

Gross emissions including our share of suppliers’ emissions

Total gross emissions as per above market-based approach

647.3△

588.4

Share of suppliers’ emissions3 (purchased goods and services)

2,791.4

2,793.0

Grand total

3,438.7

3,381.4

We are committed to continually improving our data collection and calculation process in line with the GHG Protocol guidance. If our methodology evolves in future years, our reported emissions may change.

2 Estimated emissions for taxis have been calculated and presented for the first time in 2025.

3 For 2025 our methodology to calculate our share of suppliers’ emissions was updated to use emissions intensities derived from CDP-reported data where available, and EPA EEIO factors for vendors who did not report to CDP. This is a new approach from 2024. We have recalculated

and re-presented the comparative for 2024 to align to our new method.

△ KPMG performed limited assurance procedures inline with ISAE 3000 (Revised) and ISAE 3410 over these GHG disclosures. Their report is available in the appendix of the Sustainability Report.

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Section 172 Statement and Stakeholder Engagement

Provision 5 of The UK Code requires boards to

• the need to act fairly between members of

results and ad hoc meetings to discuss specific

recruitment activities, noting that headcount

understand the views of key stakeholders and

the Company.

matters. Feedback from these engagements

increased to 68 as at 31 December 2025.

explain in the annual report how their interests,

was presented to the Board on a regular basis

• In 2025 employees completed compliance

together with the matters set out in Section 172 of

Stakeholder engagement

and informed its discussions and decisions on

training, covering key topics including

the UK Companies Act 2006, have been

• In 2025, Conduit continued to prioritise

strategy and business planning.

sanctions, information security and cyber risk,

considered in Board discussions and decision-

engagement with key stakeholders to

• The Board and management recognise the

anti-money laundering, anti-terrorist financing,

making. Conduit is a Bermuda-incorporated issuer

understand their perspectives and assess the

value of ongoing dialogue with shareholders

anti-bribery and corruption, conflicts of interest,

and its directors are subject to duties under

potential long-term implications of strategic

and have adopted an active engagement

and compliance with tax and regulatory

Bermuda company law. Although Conduit is not

decisions.

strategy to understand their priorities, hear

guidelines. Training also included Conduit’s

legally required to prepare a Section 172

• The Board considered broker and client

their expectations and share Conduit's views.

Code of Conduct and whistleblowing

Statement, the Board has chosen

relationships, shareholder and employee

The Board remains committed to being

procedures.

to do so as a matter of best practice in

engagement, interactions with governments

proactive, transparent and accessible, and

• Conduit prioritises transparent and open

corporate governance.

and regulators, rating agency engagement,

shareholders are encouraged to raise questions

communication with employees. Regular “town

environmental matters and Conduit’s impact on

at any time.

hall” meetings were held throughout the year

The Board confirms that, during the year ended

and relationship with the local community.

• Further information, including contact details,

to provide updates on key company matters

31 December 2025, it discharged its duties to act in

These factors were taken into account in the

is available in the Investor Relations and

and performance. These sessions are designed

a manner that it believes promotes the long-term

Board’s discussions and decision-making

Regulatory News Service section of the

to foster a culture of inclusivity and ensure

success of Conduit for the benefit of its members

throughout the year.

Conduit website (conduitreinsurance.com).

alignment with Conduit’s goals and objectives.

as a whole, while having regard to the matters set

out in Section 172 of the UK Companies Act 2006.

Brokers and clients

Employees

Government and regulators

Further details on how these duties were fulfilled

• Strong relationships with the reinsurance

• Malcolm Furbert continued to serve as

• The Board recognises the importance of

are provided in this statement.

broking community and cedants are

Conduit’s Non-Executive Director responsible

monitoring legal and regulatory developments

fundamental to Conduit’s success. In reviewing

for workforce engagement. During the year,

and maintaining open, constructive

Section 172 requires directors to have regard,

Conduit’s strategy and business planning, the

Malcolm met with the COO and Head of People

engagement with all relevant authorities.

among other matters, to:

Board received reports on broker and cedant

and Culture to discuss employee engagement.

Conduit’s principal operating subsidiary, CRL, is

• the likely long-term consequences of

engagement and noted the significant support

The Board received reports on these

licensed and supervised by the BMA. Members

any decision;

provided to Conduit.

discussions and on the activities of the People

of the management team held quarterly

• the interests of the company’s employees;

and Culture team, ensuring that workforce

meetings with the BMA throughout the year,

• the need to foster business relationships

Shareholders

views were considered in Board and

and the Board received regular reports on

with suppliers, customers and others;

• In 2025, representatives of Conduit held over

management decision-making.

governmental, legal, regulatory and supervisory

• the impact of the company’s operations

200 meetings with investors, both one-on-one

• During 2025, the Head of People and Culture

matters, including communications arising from

on the community and the environment;

and via group calls. The Interim Chair, CEO,

conducted detailed reviews of Conduit’s people

these meetings. This information was

• the desirability of maintaining a reputation

CFO, Deputy CEO and Head of Investor

policies and procedures to ensure they remain

considered and incorporated into strategic

for high standards of business conduct; and

Relations met regularly with shareholders,

robust, current and competitive within the

decision-making and business planning.

including quarterly sessions to review trading

market. The Board was kept informed of

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Section 172 Statement and Stakeholder Engagement continued

• In 2025, Conduit renewed and, where

mirror those of the former standard listed

December 2025, AM Best affirmed CRL’s

reviewed the rationalisation of quota share

necessary, expanded its reciprocal jurisdiction

segment. Conduit intends to move to the

Financial Strength Rating of A– (Excellent)

arrangements, alongside an increased appetite

reinsurer (“RJR”) status in various US states,

Equity Shares (Commercial Companies)

and Long-Term Issuer Credit Rating of

for excess of loss business over time. These

reducing the need for CRL to post collateral

(“ESCC”) category in due course.

“A-” (Excellent), and revised the outlook

actions are intended to lower attritional loss

to support cedants in those jurisdictions.

• Provision 29 of the UK Code, effective

from “positive” to “stable”.

exposure and improve diversification,

• The Bermuda Corporate Income Tax Act 2023

for financial periods beginning on or after

supporting more consistent returns over time.

was enacted in late 2023 and applies for fiscal

1 January 2026, requires boards to review

Our community and the environment

• To underpin these decisions, the Board

years commencing from 1 January 2025.

the effectiveness of material controls and

• As outlined in the sustainability summary on

endorsed targeted senior appointments across

Conduit does not currently meet the criteria to

report on risk management and internal control

pages 34 to 40, environmental matters and

key functions, bringing additional expertise and

fall within the scope of the corporate income

frameworks. Conduit commenced preparations

community engagement have been central to

fresh perspectives to Conduit.

tax regime and has no plans to do so. Conduit

during 2025 for the implementation of

Conduit since the business was established.

• Reflecting continued confidence in the Group’s

continues to monitor developments closely

Provision 29 by conducting reviews of its

• The Board’s decision-making reflects an

long-term objectives, the Board also authorised

and, through its membership of industry

controls to identify material controls for the

awareness that certain economic activities can

a $50 million share Buyback Programme.

associations such as the Association of

purposes of the UK Code and providing

have adverse consequences. As detailed in the

• In addition, the Board approved Conduit’s 2026

Bermuda Insurers and Reinsurers (“ABIR”),

training to directors and senior management.

sustainability summary from page 34, relevant

business plan, which incorporates the lessons

provided feedback to the Bermuda

• Bermuda’s new beneficial ownership

sustainability criteria are incorporated into our

learned from the events and experience of

Government on related legislation where

framework came into force in November 2025.

decisions.

2025, including the early-year wildfire losses

appropriate. The related Bermuda Tax Credits

Conduit is exempt from these requirements as

• Conduit offsets Scope 1 and Scope 2 emissions,

and the organisational changes undertaken.

Act became law in December 2025. Conduit

its shares are listed on the LSE.

and emissions caused by business travel, hotel

The plan embeds a more disciplined approach

has assessed the impact of this Act on its

nights, taxi usage and staff commuting.

to risk selection, tighter exposure management

financial position. Further information is

Rating agencies

• Conduit supports the community through

and a clear alignment between underwriting

available in note 10 to the consolidated financial

• CRL maintains an AM Best Financial Strength

initiatives such as the Conduit Foundation. The

strategy, capital deployment and expected

statements on page 147.

Rating of A– (Excellent) and a Long-Term

Foundation’s mission encompasses assisting

returns through the market cycles.

• The Bermuda Personal Information Protection

Issuer Credit Rating of “A-” (Excellent). These

organisations and outreach projects focused on

Neil Eckert

Elaine Whelan

Act 2016 (“PIPA”), which became effective on

ratings are critical to Conduit’s success and are

environmental sustainability, diversity and

1 January 2025, remained a key area of focus.

a key consideration in Board decisions relating

inclusion, education and Bermuda’s vulnerable

CEO

CFO

CRL also reviewed its adherence to the BMA

to capital adequacy, risk management and

populations.

25 February 2026

Code of Conduct, and regular training sessions

underwriting.

were conducted to reinforce ethical behaviour

• Management kept AM Best regularly informed

Principal decisions

and compliance standards.

of developments within CRL and provided

• The Board reviewed a series of tactical

• Under the new UK Listing Rules effective

the Board with feedback from meetings and

measures to strengthen Conduit’s underwriting

29 July 2024, Conduit was automatically

interactions with the agency.

performance and risk profile. These included

included in the Equity Shares (Transition)

• In September 2025, management delivered

enhancing the outwards reinsurance

(“EST”) category. This change did not affect

a comprehensive presentation to AM Best as

programme and refining the portfolio to

CHL’s regulatory obligations, as the EST rules

part of its annual review. Subsequently, in

optimise net exposures. The Board also

Conduit Holdings Limited | Annual Report 2025

Corporate

Governance

Strategic Report

Corporate Governance

Financial Statements

In This Section:

Remuneration at a Glance

At a Glance

For a summary of Conduit’s

Board of Directors

remuneration go to page 68.

Introduction to Corporate Governance

Corporate Governance and Compliance with the UK

Corporate Governance Code

Nomination Committee Report

Audit Committee Report

Remuneration at a Glance

Directors’ Remuneration Report

Directors’ Remuneration Policy and Policy Table

Notes to the Directors’ Remuneration Policy

Annual Report on Remuneration

Directors’ Report

Directors’ Responsibilities Statement

104

Conduit Holdings Limited | Annual Report 2025

Governance at a Glance

Our 2025 Governance Report sets out the

composition of our Board and explains how

our Board governance framework operates,

alongside the key areas of focus of Conduit's

Board and Board Committees in 2025.

Board independence

Board meeting attendance

67%

100%

2024: 67%

2024: 97%

Board inclusion

In keeping with our commitment to diversity and

inclusion, 44% of our Board are female professionals

with a wide breadth of experience and expertise.

To view how we comply with

The UK Code, please see page 53.

Strategic Report

Corporate Governance

Financial Statements

Introduction

Directors’

to Corporate

Remuneration

Governance

Report

Rebecca Shelley

Interim Chair

Committee Chair

Nomination

Audit

Committee

Report

Ken Randall

Elizabeth Murphy

Committee Chair

•

Conduit Holdings Limited | Annual Report 2025

Board of Directors

Rebecca Shelley

Appointed: 24 July 2023

Interim Chair and Non-Executive Director

Skills and experience:

Rebecca Shelley brings extensive commercial and financial services experience

to the Board, as well as her background of market-facing roles at listed companies.

Having been Investor Relations and Corporate Communications Director at

Norwich Union plc from 1998-2000, Rebecca moved to Prudential plc in 2000

as Investor Relations Director and then Group Communications Director with

a seat on their Group Executive Committee.

From 2012 to 2016, Rebecca was the Group Communications Director of Tesco plc

and a member of their Executive Committee. During this time she held positions on

the board of the British Retail Consortium and was a trustee of the Institute of

Grocery Distribution. In her final executive role Rebecca spent three years at broker

TP ICAP plc as Group Corporate Affairs Director, and was a member of the Global

Executive Committee. Rebecca currently serves as Board Chair and previously

served as Chair of the Remuneration Committee of Sabre Insurance Group plc from

2017 to 2023.

External directorships:

Sabre Insurance (chair), Liontrust Asset

Management and Hilton Food Group.

CHL Board Committee memberships:

Remuneration Committee (chair)

and Nomination Committee.

Strategic Report

Corporate Governance

Financial Statements

Neil Eckert

Executive Director

Appointed: 7 October 2020

and Chief Executive Officer

Skills and experience:

Neil Eckert is Chief Executive Officer and an Executive Director of CHL.

Neil is an entrepreneur with more than four decades of (re)insurance industry

experience and has a proven track record in the industry having held various roles

since 1980, many of which involved starting new enterprises.

Beginning as a reinsurance broker, he rose through the ranks to board member at

Benfield, Lovick & Rees & Co. Neil then founded Brit Insurance in 1995 and remained

its CEO until 2005, following which he served as a non-executive director of the

company until 2008. He was co-founder and CEO of Climate Exchange Plc and

founder of Aggregated Micropower.

External directorships:

Incubex Ltd, Ebix Inc., Boutique Modern Holdings

Limited, Chalvington Management Limited, NCX

Family Office, Chalvington Batteries Limited,

Chalvington Properties Limited, 10 Avis Way

Limited, Bellaroma Investments Limited, Bellaroma

South West Limited, NCX Consultants Limited, Old

MIll Park Limited, Neil Eckert Investments Limited,

Education Opportunity Limited, GWCT Natural

Capital Advisory Limited, Arkley (South West)

Limited) Seago Yachting Limited, Ripe Village

Stores, NCEX Limited, Wingrove House Limited

and Titan (South West) Limited.

CHL Board Committee memberships:

n/a

resi

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Board of Directors continued

Elaine Whelan

Appointed: 14 January 2021

Executive Director and Chief Financial Officer

Skills and experience:

Elaine Whelan is the Chief Financial Officer and an Executive Director of CHL.

Elaine is an accomplished and experienced public company CFO who has worked

in the insurance and reinsurance industry for over 25 years. She is a member of the

Institute of Chartered Accountants of Scotland, a member of the Chartered

Professional Accountants of Bermuda and a member of the Institute of Directors.

After qualifying as a Chartered Accountant, Elaine joined Coopers & Lybrand in

Bermuda in 1997. From 2001 to 2006, she held a number of positions at Zurich

Insurance Company, Bermuda Branch, ultimately as Chief Accounting Officer.

In 2006, she joined the Lancashire Group as Financial Controller.

She subsequently performed various financial and management roles for

the Lancashire Group, including as CEO, Lancashire Insurance Company Limited.

From January 2011 to February 2020, Elaine was Group CFO, Lancashire Holdings

Limited, and she was also a main board director from January 2013 to

February 2020.

Elaine is responsible for all aspects of Conduit Re’s financial

management and reporting, is also a Director of CRL and a

member of the Executive Committee.

External directorships:

Cameron Holdings Inc., Salthouse Property Inc.

and Lomond Property Holdings Limited.

CHL Board Committee memberships:

n/a

Ken Randall

Appointed: 18 November 2020

Senior Independent Non-Executive Director

Skills and experience:

Ken Randall is a certified accountant and has worked in the insurance industry for

more than 50 years. During the early 1980s, Ken was head of regulation at Lloyd’s.

From 1985 until 1991 Ken served as chief executive of the Merrett Group,

which managed a number of prominent syndicates at Lloyd’s.

In 1991, Ken left Merrett and, with Alan Quilter, set up the Randall & Quilter Group,

whose principal subsidiary, the Eastgate Group, grew into one of the UK’s largest

third-party providers of insurance services with 1,300 employees. Eastgate was sold

to Capita Plc in November 2000.

Following the sale of Eastgate, Ken and Alan refocused Randall & Quilter on to the

acquisition of non-life legacy run-off portfolios and again developed an insurance-

servicing business in London and the US. Initially, the Randall & Quilter Group’s

service offering focused on legacy portfolios and later developed a fast-growing

programme management business in Europe and the US. Ken retired from Randall

& Quilter in 2021.

External directorships:

Roosevelt Road Re Ltd, Renaissance Capital Partners Limited,

Financial Guaranty Insurance Company (UK) Ltd and

Leamington Insurance Advisors Ltd (Bermuda), W.T. Butler & Co Ltd.

CHL Board Committee memberships:

Audit Committee, Nomination Committee (Chair)

and Remuneration Committee.

Conduit Holdings Limited | Annual Report 2025

Board of Directors continued

Elizabeth Murphy

Appointed: 18 November 2020

Independent Non-Executive Director

Skills and experience:

Elizabeth Murphy has worked in the insurance and reinsurance industry for more

than 30 years. Elizabeth qualified as a Chartered Accountant with Coopers &

Lybrand in London and moved to work for them in Bermuda. She continued her

career with ACE Tempest Reinsurance Ltd. as Chief Financial Officer from 1993 to

2000 and as Treasurer of ACE Limited for the next two years.

From 2002 to 2006, Elizabeth worked for Scottish Re Group Limited, as Chief

Financial Officer and Executive Vice President. From 2006 to 2008 she was an

executive director of Kiln Limited, chair of the compensation committee and non-

executive member of the audit committee and also served on the board of SCPIE

Holdings Inc. where she was a member of the audit committee and stock option

committee. From 2009 to 2015 Elizabeth was an executive director and chief

financial officer of Amlin Bermuda Ltd., Amlin AG and a member of the risk

committee. From 2018 to 2024 she was a non-executive director of Bernina Re

Holdings Ltd. and Bernina Re Ltd. and served on a number of committees.

External directorships:

n/a

CHL Board Committee memberships:

Audit Committee (Chair) and Nomination Committee.

Strategic Report

Corporate Governance

Financial Statements

Malcolm Furbert

Appointed: 18 November 2020

Independent Non-Executive Director

Skills and experience:

Malcolm Furbert is a corporate and regulatory lawyer with over 30 years’

experience including as a corporate lawyer with one of Bermuda’s leading law firms

and over 15 years’ diverse in-house legal counsel and management experience with

Bermuda-based insurance and reinsurance companies (including American

International Company Limited, Catlin Insurance Company Limited and XL Catlin),

most recently as General Counsel and Head of Compliance & Regulatory Affairs for

the Bermuda operations of XL Catlin, a Bermuda-based global re/insurance

company (following the acquisition of the Catlin Group by XL Capital).

In these roles he provided general and transactional legal and regulatory advice and

support to all business areas, and had oversight over the Bermuda compliance

function. He also acted as company secretary to both regulated and non-regulated

group companies.

He is a member of the Bar of England and Wales and the Bermuda Bar.

External directorships:

Somers Corporate Services Limited and Arden Reinsurance Company Ltd.

CHL Board Committee memberships:

Remuneration Committee and Nomination Committee.

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Board of Directors continued

Michelle Seymour Smith

Appointed: 15 September 2021

Independent Non-Executive Director

Skills and experience:

Michelle Seymour Smith has over 30 years of experience in the insurance and

reinsurance industry, with expertise in financial leadership, operational

transformation and strategic growth.

Michelle began her career with Arthur Andersen in 1995. She held positions in the

finance operations of Zurich Global Energy and XL Capital Ltd. In 2004, she joined

Arch Reinsurance Ltd as Vice President, Controller. She performed several roles at

Arch Re including Chief Financial Officer and Chief Operating Officer, building and

overseeing the financial operations of the Bermuda-based insurance, reinsurance

and mortgage divisions and their international reinsurance subsidiary division. She

served as the Chief Transformation Officer of Arch Capital Group Ltd until 2019,

leading a global programme to grow business and improve operational efficiency.

Michelle is a member of The Chartered Professional Accountants of Bermuda and

the Institute of Directors.

External directorships:

Transport Intermediaries Mutual Association Ltd., Bermuda Public,

Accountability Board, Muuvment, Association of Bermuda International,

Companies, Centennial Foundation, Prismic Life Reinsurance, Ltd,

Prismic Life Holdings GP LLC and Prismic Life Holding LP.

CHL Board Committee memberships:

Audit Committee and Nomination Committee.

Stephen Redmond

Appointed: 14 May 2024

Independent Non-Executive Director

Skills and experience:

Stephen Redmond has worked in the insurance industry for in excess of

45 years and brings extensive insurance and reinsurance experience to the Board.

Stephen commenced his career at General Accident before joining Eagle Star.

During this time, he became one of the leading marine underwriters in the

London Company market.

Stephen joined Württembergische Versicherung AG in 1999. From 2002–19 he

served as managing director of Württembergische. In 2008 Württembergische

formed Antares Syndicate 1274, where Stephen was active underwriter. Antares

Managing Agency was subsequently formed in 2010 and Stephen served as

managing director until the business was successfully sold in 2014. Stephen

assumed the role of chief transformation officer for 2019–20.

Stephen is FCII qualified and has held the roles of chairman of The Institute of

London Underwriters, and of the Joint Hull Committee. During his career Stephen

has also been a member of numerous London Market Committees.

External directorships:

Asta Managing Agency Ltd.

CHL Board Committee memberships:

Remuneration Committee and Nomination Committee.

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Board of Directors continued

Nicholas Shott

Appointed: 4 November 2025

Independent Non-Executive Director

Skills and experience:

Nicholas Shott is an experienced non-executive director with a distinguished career

spanning investment banking, media, and public service. He brings over 30 years of

financial and strategic expertise to Conduit, having held senior leadership roles at

Lazard, including Vice Chairman of European Investment Banking, Head of UK

Investment Banking and as a member of Lazard’s London Management Board.

During his tenure, he advised major corporates on complex transactions and long-

term strategy.

Earlier in his career, Nicholas held senior executive roles in the UK newspaper

industry, including General Manager of the Evening Standard and Sunday Express,

and Group Marketing Director at Express Newspapers.

He served from 2016 to 2025 as an Independent non-executive director at Phoenix

Group Holdings, where he chaired the Remuneration Committee and the M&A

Advisory Group and was a member of the Audit, Nomination and Sustainability

Committees. His board experience is marked by a strong grasp of governance,

remuneration, strategic advisory and regulatory oversight.

External directorships:

n/a

CHL Board Committee memberships:

Remuneration Committee and Nomination Committee.

Greg Lunn

Appointed: 3 November 2020

General Counsel and Company Secretary

Skills and experience:

As General Counsel and Company Secretary, Greg Lunn leads Conduit’s legal and

compliance functions and provides governance and regulatory oversight to the

Board and Executive Committee. With more than 25 years of senior in house

experience in the global insurance industry, he brings deep knowledge of corporate,

regulatory and transactional matters.

Greg previously served as Group General Counsel for Lancashire Holdings Limited.

Prior to this role, he spent nearly ten years with the ACE Group (now Chubb) in a

variety of senior legal and compliance roles across Europe and the UK.

At Conduit, Greg is responsible for maintaining the Group’s governance framework,

supporting regulatory compliance and ensuring clear and effective legal and

corporate oversight. He also serves on the board of CRL and is a member of

the Executive Committee.

Conduit Holdings Limited | Annual Report 2025

Introduction to Corporate Governance

Strong governance and

strategic oversight have

guided Conduit through

a year of transition

“Conduit is resilient and well positioned

to deliver sustainable returns across

future market cycles.”

Strategic Report

Corporate Governance

Financial Statements

Introduction

Governance and compliance

With a robust governance framework

The Board evaluates governance against The

underpinning its oversight role and strategic

UK Code and monitors compliance with Bermuda

objectives, the Board guided Conduit through a

law and regulations. Authority over material

year of transition, marked by significant exposure

matters remains appropriately vested at Board

to the California wildfires which occurred in

level through a formal schedule of reserved

January, followed by several leadership changes,

matters, reviewed regularly. In 2025, alongside

including the appointment of Neil Eckert as

quarterly Board and committee meetings, the

Chief Executive Officer upon the retirement of

Board held education sessions on key topics,

Trevor Carvey, the previous incumbent. We also

including changes to the UK Listing Rules, Market

welcomed Nicholas Shott as an Independent

Abuse Regulations and updates to the UK Code,

Non-Executive Director. I assumed the role of

such as Provision 29.

Interim Chair in May 2025 to provide stability

and continuity during this period of change.

Feedback from the 2025 Board effectiveness

evaluation confirmed that, while opportunities

The Board recognised the importance of

for improvement remain, the boardroom

selecting the right candidate for permanent Chair,

environment continues to support open

in line with The UK Code and best practice for

contribution, constructive debate and critical

UK-listed companies. The process was supported

thinking. Directors noted strengthened

by a professional search consultancy. Nicholas

engagement with management and overall

Shott was appointed as permanent Chair in

improvements in reporting, while recognising

February 2026. Throughout this process, the

that further refinement of clarity, conciseness

Board remains well positioned to lead the delivery

and strategic signposting would enhance

of sustainable, long-term returns across market

decision-making.

cycles.

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Introduction to Corporate Governance continued

Strategic oversight

Dividend policy and dividend payments

All dividends and returns of capital will be subject

The Board will seek a renewal of shareholder

In terms of strategic oversight and decision-

Conduit may pay dividends at such times and

to the future financial performance of Conduit,

authority to make share repurchases at the 2026

making, the Board:

in such amounts as the Board determines

including results of operations and cash flows,

AGM.

• Reviewed tactical adjustments to strengthen

appropriate and subject to the Board being

Conduit’s financial position and capital

business resilience and reduce volatility.

satisfied that to do so will not prejudice

requirements, rating agency considerations,

Opportunities and risks

• Reviewed the optimisation of the underwriting

CRL’s ability to maintain at least an AM Best

general business conditions, legal, tax, regulatory

During 2025, global insured losses from natural

portfolio by increasing appetite for excess of

A– (Excellent) Financial Strength Rating and

and any contractual restrictions on the payment

and man-made catastrophes were approximately

loss business over time.

subject to applicable law and regulations.

of dividends and any other factors the Board

$127 billion. Despite this, pricing conditions

• Reviewed the enhancement of outwards

deems relevant in its discretion, which will be

began to soften, particularly in the property

reinsurance and retrocession coverage,

Conduit expects to generate significant returns

taken into account at the time.

and specialty sectors, although trends varied by

particularly for peak and secondary perils, to

over time for its shareholders and to provide an

class. Conduit continued to identify and pursue

improve the management of net exposures.

ongoing dividend, recognising that some earnings

Share purchases by Conduit’s EBT

opportunities to deploy capacity into classes

• Oversaw targeted senior appointments,

fluctuations are to be expected. Conduit

During 2025, Conduit’s EBT continued with on-

we believe are offering the most attractive

including a new Chief Underwriting Officer, to

is currently targeting a dividend of approximately

market purchases of Conduit’s shares. Shares

return profiles.

reinforce underwriting discipline and strength

5% to 6% of equity capital raised at the IPO,

purchased are held in the EBT to meet future

of the organisation.

allocated between an interim and final

obligations under CHL’s variable incentive

While market behaviour has generally remained

• Approved capital management initiatives,

distribution. On 17 February 2026, Conduit’s

schemes. Unless specifically directed by CHL,

rational following several years of rate increases,

including the authorisation of a $50 million

Board of Directors declared a final dividend for

the Conduit EBT Trustee will abstain from

a range of uncertainties and influencing factors

share Buyback Programme and continued

2025 of $0.18 (approximately £0.13) per Common

exercising its voting rights over the shares held

persist. These include the potential impact of

dividend payments, reflecting confidence in

Share, which will result in

by the Conduit EBT at any general meeting

climate change, heightened geopolitical tensions,

long-term objectives and balance sheet

an aggregate payment of $29.2 million. This final

of CHL. If CHL directs that the Conduit EBT

economic and social inflation, the availability

strength.

dividend followed an interim dividend of $0.18

Trustee may vote, CHL cannot direct the manner

of market capital, interest rate movements,

• Ensured all strategic decisions were taken with

(approximately £0.13) per Common Share

in which the Conduit EBT Trustee exercises

regulatory developments, litigation trends, and

due regard to the principles and provisions of

declared on 29 July 2025.

its votes.

the growing influence of alternative capital

The UK Code and best practice for UK-listed

and insurance-linked securities.

companies.

Depending on Conduit’s results and general

Further details of the share purchases are set

market conditions, CHL may also from time to

out in the Directors’ Report on page 100 and in

Conduit remains well positioned to incorporate

Conduit’s strategy, updated to reflect prevailing

time consider the payment of special dividends

note 17 to the consolidated financial statements

these factors into underwriting and reserving

market conditions and tactical adjustments, was

and returns of capital to shareholders by way

on page 159.

practices, intending to stay nimble with the ability

reaffirmed by the Board in 2025. The updated

of share buybacks.

to grow or contract selectively as conditions

plan sets a three-year horizon and continues to

Share buybacks

warrant throughout market cycles. However,

prioritise disciplined underwriting, portfolio

Special dividends (if any) are likely to vary

In May 2025, the Board approved a share

as a reinsurer, exposure to major loss events is

diversification and sustainable long-term returns.

significantly in amount and timing.

Buyback Programme of up to $50 million, to run

inherent in our business model. While we strive to

until the May 2026 AGM. This Buyback falls within

manage volatility, underwriting results will always

the limit previously approved by shareholders.

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Introduction to Corporate Governance continued

reflect market behaviour and the unpredictability

Purpose, values, strategy and culture

The year ahead

of major loss events.

Our core values underpin everything we do and

In 2026 governance priorities include:

play a key role in shaping our strategy and

• Maintaining stability and retention

Further details of risk factors are provided in

supporting our objective of being a reinsurance

of staff following leadership changes.

section 3 of the notes to the consolidated

business that delivers long-term stakeholder

• Supporting execution of strategy and portfolio

financial statements on page 124.

value. We expect all Conduit Directors and

rebalancing towards excess of loss reinsurance.

employees to consider and apply these values

• Monitoring business performance and market

Stakeholder engagement

when making decisions, performing their duties

conditions in a softening environment.

We place significant importance on stakeholder

and representing Conduit. For further details,

• Completing Board succession planning,

feedback as part of our governance

please refer to our People and Culture Report on

including appointing a permanent Chair and

considerations.

page 32.

a replacement Chair of the Audit Committee.

• Enhancing Board reporting and Director

Employee engagement continued under the

In-camera sessions

education.

leadership of Heather Mello, Head of People and

In addition to the activities of each committee

• Continuing to review and enhance Conduit’s

Culture, and Stuart Quinlan, Deputy CEO and

described in the respective reports, regular

control environment, with particular focus on

COO, who worked with Malcolm Furbert in his

in-camera sessions of the independent directors,

Provision 29, ensuring robust monitoring of

capacity as non-executive director responsible for

led by me (initially as Senior Independent

the effectiveness of all material controls.

engagement to ensure open dialogue with staff.

Director and then as Interim Chair) were held

• Continuing to monitor changes in the corporate

at each scheduled Board meeting without

tax environment that may impact Conduit.

Executives maintained regular quarterly meetings

management present.

with the BMA to keep the regulator informed of

Induction

Rebecca Shelley

business progress and developments.

Interim Chair

All CHL Non-Executive Directors completed

25 February 2026

The Interim Chair met with several shareholders

an induction programme covering their duties

during the year, while the CEO, supported by the

and responsibilities as directors of a company

Head of Investor Relations and frequently the

listed on the main market of the London Stock

CFO or the Deputy CEO, held numerous

Exchange. Nicholas Shott, appointed to the Board

shareholder meetings. Conduit also hosted

in 2025, undertook a comprehensive induction

quarterly investor and analyst calls to provide

process as part of his appointment.

updates and address questions.

Further details of our stakeholder engagement

activities are set out in the Section 172 Report

on page 41.

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Corporate Governance and Compliance with the UK Corporate Governance Code 2024

The UK Code

On 29 July 2024, the FCA’s new UK Listing

Rules came into effect. Conduit’s shares were

automatically included in the EST category,

which was introduced to allow existing standard

segment companies to continue under current

rules. Conduit intends to transition to the ESCC

category on the Main Market of the London Stock

Exchange in due course.

As a Bermuda-incorporated company listed in

the EST category and admitted to trading on the

LSE, Conduit is not required to comply with, or

explain non-compliance with, The UK Code

published by the FRC in January 2024 (which

applies to this reporting period). Nevertheless, the

Board has chosen to comply, or explain any non-

compliance, as part of its commitment to the

highest standards of corporate governance.

Compliance statement

The Board considers that, for the financial year

ended 31 December 2025, Conduit complied with

the provisions of The UK Code, except as follows:

•

Provision 10: Until 14 May 2025, Conduit did

not comply because Neil Eckert served as

Executive Chair and was not independent at

appointment, being a founder of Conduit.

During this period, 67% of the Board

(excluding the Chair) comprised independent

Non-Executive Directors and the roles of Chair

and CEO were held by separate individuals.

Following the retirement of Trevor Carvey,

Neil became CEO and Rebecca Shelley was

appointed Interim Chair. Rebecca was

independent upon appointment as

Interim Chair.

•

Provision 32: During 2025, Rebecca Shelley

held the roles of Interim Chair and Chair of the

Remuneration Committee. This arrangement

was temporary and reflected the Board’s

priority to maintain stability and continuity

during a period of leadership transition.

Rebecca brings extensive governance and

remuneration experience, which the Board

considered critical at this time. The

Remuneration Committee comprises a

majority of independent Non-Executive

Directors, each with significant committee

experience, ensuring robust challenge and

oversight of remuneration matters. The Board

is satisfied that appropriate safeguards were

in place and that Rebecca’s dual role did

not compromise independence or decision-

making integrity. The search for a permanent

Board Chair has since concluded with the

appointment of Nicholas Shott.

•

Provision 37: Conduit does not comply with

the requirement for all remuneration schemes

to allow discretion to override formulaic

outcomes. At inception, the Management

Incentive Plan (“MIP”) was designed with

absolute calibration and no discretionary

element. The MIP was established prior to

Conduit’s IPO in 2020, and no further MIP

awards will be made. Malus and clawback

provisions apply. Further details are available

in the Directors’ Remuneration Report,

Conduit’s IPO Prospectus and the 2020

Annual Report and Accounts.

Governance framework

Conduit maintains a streamlined corporate

structure underpinned by a clear governance

framework. The Board retains overall

responsibility for the Company and has

established three principal committees: Audit,

Nomination and Remuneration. The terms of

reference for these committees are available on

Conduit’s website and are updated as required.

In addition, the Board has constituted a

non-board advisory committee focused on

sustainability and corporate responsibility

matters. This committee is chaired by Lord

Nicholas Soames, an experienced and

independent industry figure who is not otherwise

involved with Conduit as a Director or Officer.

The Audit Committee oversees the effectiveness

of management’s processes for monitoring and

reviewing risk management and internal control

systems in relation to financial reporting. Further

details are provided on pages 62 to 67.

Operating Conduit governance

For day-to-day operations, the CHL Board relies

on the CRL operating company Board, which

includes four Independent Non-Executive

Directors (Ken Randall (Chair), Malcolm Furbert,

Elizabeth Murphy and Michelle Seymour Smith),

each of whom is also a Director of CHL and

brings extensive board and operational

experience in regulated reinsurance companies

in Bermuda.

The CRL Board has established four sub-

committees: Risk, Capital and Compliance; Audit;

Strategy; and Underwriting. It also oversees an

Executive Management Committee comprising

the CEO and senior executives.

CRL operates a strict “three lines of defence”

model. Second-line functions (such as elements

of actuarial, risk and compliance) report to either

the CRL Audit Committee, the CRL Risk, Capital

and Compliance Committee, or the CRL Board.

Third-line functions (Internal and External Audit

and the Independent Loss Reserve Specialist)

report to the CRL Audit Committee.

All Non-Executive Directors are encouraged to

attend Board and committee meetings across

Conduit as observers, particularly at CRL,

reinforcing our commitment to open and

transparent governance.

Policies and compliance

Conduit has a comprehensive suite of policies and

procedures to strengthen governance and ensure

compliance. These include the employee Code

of Conduct, Whistleblower Policy and policies

covering anti-bribery and corruption, anti-money

laundering and counter-terrorism financing, anti-

trust and competition, confidentiality, conflicts of

interest, gifts and hospitality, discrimination and

environmental, health and safety standards. All

policies are accessible via the Conduit intranet

and regular compliance training is provided to

staff. Summaries of key policies are also available

on Conduit’s website.

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Corporate Governance and Compliance with the UK Corporate Governance Code continued

To support transparency and accountability

Non-Executive Director independence

further, Conduit engages an independent external

The UK Code recommends that at least half the

specialist to provide a whistleblowing service,

Board, excluding the Chair, should comprise

enabling employees to report concerns

independent Non-Executive Directors. The Board

anonymously or otherwise by telephone

has determined that six out of nine Directors are

or secure online submission.

independent Non-Executive Directors (Malcolm

Furbert, Elizabeth Murphy, Ken Randall, Stephen

Board composition

Redmond, Michelle Seymour Smith and Nicholas

Conduit’s Board comprises a diverse blend of

Shott) are independent in character and judgement

experience and expertise across insurance,

and free from relationships that could affect this

financial services, accounting, regulation and

independence. Rebecca Shelley was independent

governance. It oversees Conduit’s trading

upon her appointment as Interim Chair.

activities and its operation as a public company.

Conduit has two Executive Directors (the CEO

Biographical information for each Director,

and CFO) and seven Non-Executive Directors,

including experience, qualifications, and skills,

six of whom are independent.

is provided on pages 45 to 49.

Board meetings and attendance

The Board meets at least quarterly and more

Succession planning was a key focus for both the

often dependent upon circumstances. It also

Nomination Committee and the Board in 2025

receives additional updates on significant matters

and will remain a priority in 2026. Further details

during intervening months when no formal

are included in the Nomination Committee Report

meetings are scheduled. Further meetings are

on page 58.

convened as required, including those relating

to committee business. All Directors receive an

agenda and supporting papers in advance of

each meeting.

As part of its risk management framework,

Conduit adheres to regulatory and tax operating

guidance commonly applied to Bermuda-based

groups. This guidance requires that the location

of Board and committee meetings, as well as

related decision-making, remains in Bermuda.

The number of Board and committee meetings

attended by each Director during the year ended

31 December 2025, relative to the number of

meetings held during their time in office, was

as follows:

Nomination

Remuneration

Board

Committee

Audit Committee

Neil Eckert

4/4

n/a

Elaine Whelan

4/4

n/a

Rebecca Shelley1

4/4

n/a

Malcolm Furbert

4/4

n/a

Elizabeth Murphy

4/4

n/a

4/4

Ken Randall

4/4

Stephen Redmond

4/4

n/a

Michelle Seymour Smith

4/4

n/a

4/4

Nicholas Shott2

1/1

n/a

Rebecca Shelley was appointed as Interim Chair on 14 May 2025.

Nicholas Shott was appointed on 4 November 2025 to serve on the Board, and he was also appointed to serve on the Remuneration

and Nomination Committees on 4 November 2025.

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Corporate Governance and Compliance with the UK Corporate Governance Code continued

Board responsibilities

The Board leads and controls CHL, retaining

ultimate authority for the management and

conduct of its business, strategy and

development. It is accountable for maintaining

a robust system of internal controls and risk

management – covering financial, operational

and compliance matters – and for reviewing

their effectiveness. The Board also approves any

changes to Conduit’s capital, corporate or senior

management structure, ensuring decisions are

made within a clear governance framework.

To promote transparency and accountability,

the CHL Board attends CRL Board-level and

Underwriting Committee meetings and receives

all minutes and records of subsidiary Board and

committee meetings. Established procedures

enable Directors to seek independent

professional advice at the Company’s expense

to support the proper discharge of their duties.

Each Director also has unrestricted access to

the General Counsel and Company Secretary

to ensure strong governance and compliance

across the Group.

The responsibilities of the CEO, Interim Chair

and Senior Independent Director are clearly

defined and separated, with full details available

on Conduit’s website. This ensures clarity of roles

and prevents undue concentration of authority,

reflecting best practice in governance.

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Corporate Governance and Compliance with the UK Corporate Governance Code continued

Chair

CEO

Senior Independent Director

Ensures the effective running of the Board and supports the CEO

Leads the executive management team in the day-to-day

Acts as a sounding board for the Chair, providing support in the

in an advisory role in the execution of the CEO’s responsibilities

management of the Group to pursue Conduit’s commercial

delivery of the Chair’s objectives.

(including with respect to sustainability matters), makes sure that

objectives and execute and deliver Conduit’s strategy,

the views of the Board and shareholders are taken into account.

as approved by the Board.

Ensures that the Board as a whole plays a full and constructive

Ensures, with the executive management team, that Board

Is available to shareholders if they have concerns that contact

part in the development and determination of Conduit’s strategy

decisions are implemented effectively and that significant

through the normal channels of the Chair or other Executive

and overall commercial objectives, with due consideration to

decisions made by the executive management team are

Directors has failed to resolve or for which such contact

Conduit’s responsibilities to its shareholders, its suppliers,

communicated to the Board in line with granted authority.

is inappropriate.

clients, customers, employees and other stakeholders.

Shapes the culture in the boardroom, encouraging all Directors

Provides clear leadership, inspires and supports Conduit’s

Assists in the maintenance of the stability of the Board and

to engage in Board and Committee meetings by drawing on

employees in all areas of Conduit's business, including the

Company, particularly during periods of stress.

their skills, experience and knowledge; and fostering relationships

development of ideas, products and operations. Ensures that

based on trust, mutual respect and open communication –

there is effective communication by Conduit with its workforce,

both in and outside the boardroom – between Non-Executive

including with respect to governance matters.

Directors and the executive team.

Promotes the highest standards of integrity, probity and

Manages Conduit’s risk profile, with the CRO and other members

Being responsible for an orderly succession process for

corporate governance throughout Conduit and particularly

of the executive, in line with the extent of risk identified as

the Chair, working closely with the Nomination Committee.

at Board level.

acceptable by the Board, and ensures that appropriate internal

controls are in place.

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Corporate Governance and Compliance with the UK Corporate Governance Code continued

Board activities

Board effectiveness

In 2026, the Board will continue to prioritise

In 2025, the Board maintained close oversight

The Board undertakes an annual evaluation

succession planning. Nicholas Shott has

of Conduit’s core underwriting business while

of its effectiveness, including its committees

succeeded Rebecca Shelley as Chair of the

focusing on executive and non-executive

and individual Directors, to support continual

Board, following her period as Interim Chair.

succession planning. Meetings were held on both

improvement. Following the improvements

A successor to Elizabeth Murphy will also be

scheduled and ad hoc bases to address key

implemented in 2024, the Board continued to

appointed ahead of her retirement from the

matters, including the retirement of Trevor

embed enhancements to meeting management

Board at the 2026 AGM.

Carvey and other senior leadership changes,

and the quality of materials, and strengthened its

ensuring continuity and business growth

skills mix through the appointment of Nicholas

The Board will maintain its focus on developing

throughout the year.

Shott as an Independent Non-Executive Director.

executive management and their direct reports,

Succession planning also received considerable

supported by a more structured approach

The Board received regular reports from

focus following the senior executive changes in

to strategic planning. Further improvements to

management on financial and operational

the first half of the year.

the quality and consistency of reporting will also

performance, human resources, technology,

remain a priority to support effective oversight

legal, compliance and governance. In May,

For 2025, an internal effectiveness evaluation

and decision-making.

strategy sessions reviewed market conditions,

was conducted through an online questionnaire

risk exposures and performance, and reaffirmed

and individual interviews led by the Interim

Conclusion

long-term objectives of sustainable growth and

Chair. The review confirmed that the Board

The Board believes that it has applied

mid-teens RoEs across market cycles. Actions

and its committees operated effectively during

the Principles of the UK Code in a manner that

supported included reducing quota share

a demanding period marked by leadership

is consistent with Conduit's values and objectives.

exposure, increasing appetite for excess of

transition and operational pressure. It also

We are committed to continuous improvement

loss business and enhancing reinsurance and

highlighted opportunities for further development,

in our governance practices and will continue

retrocession for peak and secondary perils.

including dedicating more structured time to

to review and enhance our approach to

long-term strategy, strengthening leadership

corporate governance.

Further discussions during the year covered

development and succession planning, improving

capital management, including approval of a

the clarity, conciseness and timeliness of

$50 million share buyback, continued dividends

reporting, and refining the structure and

and consideration of moving from the EST listing

prioritisation of Board discussions.

category to ESCC and applying Provision 29 of

the UK Code. All key decisions were approved

at meetings held in Bermuda.

Conduit Holdings Limited | Annual Report 2025

Nomination Committee Report

Strategic Report

Corporate Governance

Financial Statements

2025 was a year of

major leadership

transition for Conduit

“The Nomination Committee helped the Board secure

leadership stability during the transition and is now focused

on implementing succession plans aligned with Conduit’s

long-term strategic objectives”

Introduction

2025 was an exceptionally busy year for the

Nomination Committee. In the first half of the

year, several members of the senior management

team departed, including Trevor Carvey, the

CEO and an Executive Director, who retired.

In response, Conduit implemented its emergency

succession plan, with Neil Eckert moving from

his role as Executive Chair to assume the position

of CEO on an interim basis, as set out in the plan.

Rebecca Shelley, then Senior Independent

Director, became Interim Chair of the Board while

the search for a permanent Chair commenced.

This also led to my assuming the role of Senior

Independent Director.

Given the scale of these changes within a short

period, the Committee and the Board focused

on stabilising the leadership of the business –

an objective we believe has been successfully

achieved. Although a search for a new CEO had

commenced, we were pleased that Neil decided,

relatively quickly, to take on the Chief Executive

Officer role on an ongoing basis.

The Committee was also pleased to recommend

Rebecca Shelley’s appointment as Interim Chair.

We are grateful to Rebecca for agreeing to step

into the role and provide continuity and stability

at Board level.

The Committee and the Board are well aware

that Rebecca, as Interim Chair, was not regarded

as independent under the UK Code. This means

that, as she continued as Chair of the

Remuneration Committee, the Company did not

have an independent Chair of that Committee

during her tenure as Interim Chair. However,

given the temporary nature of this arrangement,

the Committee and the Board agreed to maintain

it for the reasons explained in the Corporate

Governance Report on page 50.

We engaged an independent specialist search

firm, with no other connection to Conduit, to

identify and assess candidates for Non-Executive

Director roles. This process included the search

for a permanent Chair, which has now concluded,

and the search for a successor to Elizabeth

Murphy as Chair of the Audit Committee, who

has confirmed her intention to step down at

the 2026 AGM after completing nearly two

three-year terms.

While the search for a new Audit Committee

Chair continued, the second half of 2025 marked

further progress in delivering our Board

succession plan.

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Nomination Committee Report continued

In November, we were pleased to welcome

Nicholas Shott to the Board. Although identified

through Conduit’s own succession planning

rather than by the independent search firm, his

appointment otherwise followed the standard

Non-Executive Director recruitment process.

Following his appointment, he completed a

comprehensive induction programme to support

his effective integration into the Board. His

suitability for the Chair role was assessed by the

independent search firm alongside other

candidates, and he was appointed Chair of the

Board in February 2026. Nicholas is an

experienced Non-Executive Director with more

than three decades of leadership across

investment banking, media and public service. He

brings strong expertise in financial strategy,

governance and regulatory oversight, having held

senior positions at Lazard and served on several

boards, including Phoenix Group Holdings.

Throughout 2025, the Nomination Committee

continued to prioritise executive succession

planning, particularly in light of the significant

management changes during the year.

The Committee has tasked management

with reviewing and updating its approach

to ensure that both executive and senior

management succession plans remain robust

and fit for purpose.

In doing so, the Committee remains mindful

of Conduit’s size and structure: the business

employs just under 70 people and operates

from a single location in Bermuda, which itself

represents a small and highly-specialised labour

The Committee conducted its annual review of

market. This context creates challenges in

membership during the year. Based in part on

balancing internal development and promotion

the findings of the recent Board effectiveness

opportunities with the need for external

evaluation, which included an assessment of the

recruitment to maintain leadership depth

Committee’s work, I am satisfied that all current

and capability.

members remain independent and fully capable

of discharging the Committee’s responsibilities.

Nomination Committee membership

Role and responsibilities

In 2025, the Nomination Committee comprised

Ken Randall (Chair), Malcolm Furbert, Elizabeth

The Nomination Committee’s responsibilities

Murphy, Stephen Redmond, Michelle Seymour

are set out in its terms of reference, which are

Smith and Rebecca Shelley. Nicholas Shott joined

available on Conduit’s website. These duties

the Committee in November 2025.

include, but are not limited to:

• Ensuring succession plans are in place

Independence and experience

for the Board and senior management

All members of the Nomination Committee were

• Overseeing director induction, training

Independent Non-Executive Directors (except

and development.

for the Interim Chair, who was independent on

• Setting objectives and policy for Board

her appointment as Interim Chair), each bringing

and senior management diversity.

many years of relevant experience as directors

• Identifying and nominating candidates

and/or within the reinsurance industry.

to fill Board vacancies.

Biographies appear on pages 45 to 49.

Maximum

Name

Appointed to

possible

Meetings

the Committee

meetings

attended

Ken Randall

18 November 2020

Elizabeth Murphy

18 November 2020

Malcolm Furbert

18 November 2020

Stephen Redmond

14 May 2024

Michelle Seymour Smith

22 February 2022

Rebecca Shelley

24 July 2023

Nicholas Shott1

4 November 2025

Nicholas Shott was appointed to the Nomination Committee on 4 November 2025 and was not eligible to attend any of the four

meetings held in 2025.

Details of how the Committee discharged these

responsibilities during 2025 are provided in the

remainder of this report.

2025 meetings

The Nomination Committee is required to meet

at least twice annually, or more frequently if

circumstances demand. In 2025, in light of the

significant changes in senior management, the

Committee met formally on four occasions and

held several additional information sessions to

review developments. In addition to Committee

members, attendees at these meetings included

the CEO, the General Counsel and the Head of

People and Culture.

Effectiveness evaluation

The Committee reviewed the results of the

Board effectiveness evaluation for the period

ending 31 December 2025, as described on

page 57. The evaluation raised no concerns

regarding the Board’s composition, diversity or

how members work together, but highlighted the

need to maintain focus on both Board and

executive management succession planning,

particularly in light of the leadership changes

during the year.

No concerns were identified in respect of the

independence, performance or external time

commitments of the Non-Executive Directors.

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Nomination Committee Report continued

Board and Committee composition

Director induction and training

Diversity and inclusion

and succession planning

An appropriate and comprehensive plan is in

Management and the Board believe that valuing

Delivering the Board succession plan remained

place for inducting new Directors and Conduit’s

diversity and inclusiveness is important

a priority during 2025.

leadership team. Induction is tailored to the needs

in enabling us to achieve our vision to create

of each individual but includes meetings with

value for our customers, colleagues, business

Work also continued on succession planning for

the executive leadership team, department heads

partners and shareholders.

key leadership positions across the organisation.

and advisers, technical briefings and office visits.

Nicholas Shott participated in the induction

Conduit’s Diversity and Inclusion Policy reflects

Elements of the emergency succession plan were

programme during the process for his

our principles for recruitment and advancement

implemented successfully in the first half of the

appointment to the Board.

at all levels of Conduit and underlines the fact that

year, and the Committee and the Board reviewed

Conduit is committed to recruiting, retaining

and updated the plan in the second half of 2025

The strategy and planning sessions held in

and developing people with diverse backgrounds

to ensure it remains effective.

May 2025 (and followed up in subsequent

and experiences at all levels of Conduit’s business,

Board meetings) also contained a training aspect

in a truly inclusive environment.

Board gender split

for Directors. Diverse topics were presented

and discussed, including a review of a broker’s

As an equal opportunities employer, Conduit

view of Conduit and approach to building the

does not tolerate discrimination or harassment of

relationship, a review of the reinsurance market,

any kind in any aspect of employment. Conduit

l Male 56%

Conduit’s current strategy and market

fully supports and celebrates differences, which

positioning, threats and opportunities, Conduit’s

could include but are not limited to race, age,

l Female 44%

approach to technology including the impact of

gender, gender identity, sexual orientation,

artificial intelligence, and consideration of stock

disability, beliefs, background (except as may be

market perception of Conduit.

pertinent to the requirements of a role, such as

educational qualifications or prior employment

Executive Committee direct reports gender split

experience), socio-economic group, family

or marital status, or nationality.

As at 31 December 2025, 44% of the Board

l Male 57%

was female.

l Female 43%

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Nomination Committee Report continued

The tables below set out data about the sex and ethnicity of the Board and executive

management as at 31 December 2025, in the format prescribed by the UK Listing Rules.

Number of

senior

positions on

the Board

Number

Percentage

(CEO, CFO,

Number in

Percentage

Gender/sex diversity at

of Board

of the

SID and

executive

of executive

31 December 2025

members

Board

Chair)

management

Men

56%

83%

Women

44%

17%

Other categories

—%

Not specified/prefer not to say

—%

Number of

senior

positions on

the Board

Number

Percentage

(CEO, CFO,

Number in

Percentage

of Board

of the

SID and

executive

of executive

Ethnic diversity at 31 December 2025

members

Board

Chair)

management

White British or other White

89%

83%

(including minority-white groups)

Mixed/Multiple Ethnic Groups

—%

Asian/Asian British

—%

Black/African/Caribbean/Black

11%

17%

British

Other ethnic group, including Arab

—%

Not specified/prefer not to say

—%

Priorities for 2026

In 2026, the Committee will continue to prioritise

Board succession planning, with a particular focus

on appointing a new Audit Committee Chair.

The Committee will also finalise a long-term

succession strategy for the executive

management team and their direct reports,

updated to reflect recent appointments. While

not all members of the executive team are new

to Conduit, the plan will ensure continuity and

address medium- to long-term succession needs

at both Board and senior management levels.

This work will include tailored development

plans to support leadership readiness and

organisational stability.

Ken Randall, Chair

Nomination Committee

25 February 2026

Conduit Holdings Limited | Annual Report 2025

Audit Committee Report

Strategic Report

Corporate Governance

Financial Statements

Focused on Assurance

and Accountability

“We continued to challenge and support management

to ensure that Conduit’s financial reporting and control

framework are resilient, well-governed and positioned to

meet the demands of an evolving regulatory landscape.”

Introduction

As Chair of the Audit Committee, I am pleased

to present my report for the financial year

ended 31 December 2025, detailing the Audit

Committee’s activities during the year, how it

has discharged its responsibilities and the key

topics it has considered.

In 2025, we continued to oversee the adequacy

and effectiveness of the Group’s internal control

and risk-management systems in line with the

Committee’s Terms of Reference, including

preparations for the attestations required under

Provision 29 of The UK Code. The Committee

maintained its challenge

of the control environment and the wider

risk-management framework, drawing on

assurance from the internal audit function.

Consistent with our responsibility to review

and approve the annual report statements on

internal control, risk management and principal

and emerging risks, we assessed the Group’s

progress in strengthening these systems and

the supporting governance processes.

Although our primary focus remains the integrity

of external financial reporting, controls supporting

non-financial reporting continue to be an

important area of attention.

Audit Committee membership

The Audit Committee membership is comprised

of Independent Non-Executive Directors. For the

full year 2025, the members were Elizabeth

Murphy, Ken Randall and Michelle Seymour Smith.

The Audit Committee membership is the same

for CRL, which strengthens governance and

oversight of Conduit’s main operating subsidiary.

2025 meetings

The Audit Committee held four meetings during

the year. Members of senior management and

external and internal auditors were invited to

present at each meeting. The Audit Committee

also met privately with the external and internal

auditors and in executive sessions with the CFO

alone. The Chair of the Audit Committee also held

regular meetings with the CFO and the external

and internal auditors outside of the formal Audit

Committee meetings.

Maximum

possible

Meetings

Name

Appointed to the Committee

meetings

attended

Elizabeth Murphy

18 November 2020

Ken Randall

18 November 2020

Michelle Seymour Smith

15 September 2021

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Audit Committee Report continued

There were no points of concern arising

out of the Board’s performance review regarding

the Audit Committee’s performance during 2025.

Independence and experience

All Audit Committee members are Independent

Non-Executive Directors with recent and relevant

financial experience and competence in

accounting and/or audit, and all have

competence relevant to the reinsurance sector in

which Conduit operates. Detailed information on

the Audit Committee members’ experience

and qualifications is set out in the Directors’

biographies on pages 45 to 49.

Role and responsibilities

The Audit Committee is required to carry out

duties in the areas listed below for CHL and

Conduit as a whole, as appropriate:

•

Monitoring the integrity of Conduit’s financial

reporting and satisfying itself that any

significant financial judgements and estimates

made by management are sound.

•

Monitoring the adequacy and effectiveness

of internal control and risk management

frameworks.

•

Reviewing procedures for preventing and

detecting fraud.

•

Monitoring and reviewing the effectiveness

of the internal audit function.

•

Advising on the appointment of the external

auditor and overseeing the relationship

with the external auditor, including their

independence and effectiveness.

More details around how these key

responsibilities were performed are set out below:

•

The Audit Committee’s terms of reference

are available on Conduit’s website.

•

The Audit Committee provided a report on

its activities to the Board every quarter.

Audit Committees and the

External Audit: Minimum Standard

The Financial Reporting Council (“FRC”)

introduced this standard in 2023, which became

effective in January 2025. The Audit Committee

concluded that no material changes to its

activities or practices were required, as the new

requirements largely formalise existing best

practice already embedded within the

Committee’s approach.

Assessing the integrity of

financial reporting

The Audit Committee reviewed Conduit’s

quarterly trading updates, interim

unaudited condensed consolidated

financial statements and the annual audited

consolidated financial statements for the

purposes of recommending their approval by

the Board. The Committee also reviewed and

considered written analysis from management

detailing areas of significant judgement and

estimation in the preparation of the consolidated

financial statements.

Throughout the year the CFO and the Audit

Committee Chair met regularly by phone and

in person to discuss matters related to the

preparation and presentation of Conduit's

consolidated financial statements, including

the progress of the external audit.

The Audit Committee received reports from

the external auditors on the consolidated

financial statements, including an interim review

report and a year-end audit results report.

These reports were discussed with the external

auditors at the Audit Committee meetings, both

with management present and with the Audit

Committee in private session. No significant

external audit issues were identified.

The Audit Committee also received regular

and ad-hoc reports on the following:

•

Accounting treatment and policies in respect

of underwriting business and investment

activities.

•

Loss-reserving developments and the reserving

process.

•

Recruitment and development within the

finance, risk and actuarial teams.

•

Accounting and financial reporting

developments.

•

The effectiveness of Conduit’s control

environment and the integrity of external

financial reporting.

•

The oversight of corporate and risk culture

through the reporting of the internal audit

and risk management functions.

•

Finance reports from CRL including with

respect to BMA filings (via the overlap

with the CRL Audit Committee).

•

Significant judgements and estimates and

going concern assessments.

•

Management’s assessment of fraud risk.

•

ClimateWise and Sustainability Reporting.

Oversight of the Internal Control and Risk

Management Framework

The Board has ultimate responsibility for ensuring

that Conduit maintains a robust framework of

internal control and risk management. To assist

the Board in discharging its obligations, the Audit

Committee is tasked with overseeing of Conduit’s

internal control framework with a focus on its

adequacy and effectiveness. The Committee,

in conjunction with the Risk, Capital and

Compliance Committee of CRL, also ensures that

a comprehensive risk management framework

is in place and that the governance structure

provides an appropriate level of independence

for the risk management function. The Chief Risk

Officer has direct access to the Audit Committee

and may escalate matters requiring Board

attention without management involvement.

Conduit’s Internal Control Framework sets out

the principles and structure for maintaining

effective internal controls across the organisation.

It safeguards the integrity of financial reporting,

enhances operational efficiency by embedding

risk awareness into daily activities and supports

regulatory compliance, in line with the Bermuda

Insurance Code of Conduct and The UK Code.

The framework incorporates clear control

objectives, testing responsibilities and escalation

procedures to ensure risks are appropriately

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Audit Committee Report continued

mitigated. The framework is designed to manage

the Audit Committee to share with the Board in

• regulatory interactions with the BMA,

assessment, which set out management’s

rather than eliminate the risk of failure to achieve

support of their declaration of the effectiveness

regulatory reporting and updates

evaluation of fraud risks and the key controls in

business objectives, and can only provide

of material controls.

on the regulatory environment;

place to mitigate those risks.

reasonable, not absolute, assurance against

• corporate governance updates;

material misstatement or loss.

The Risk Management Framework facilitates

• the status of the compliance plan execution;

Monitoring and reviewing the effectiveness

the identification of emerging risks. All members

• compliance and regulatory training; and

of the internal audit function

During 2025, the Audit Committee received

of the Audit Committee actively participate in

• review of compliance policies, including anti-

EY Bermuda Limited (“EY”) serves as Conduit’s

quarterly reports from Conduit’s CRO covering:

discussions on these risks. Actions arising from

money laundering, anti-bribery and financial

outsourced internal auditor. EY brings extensive

• Conduit’s risk profile, capital position and

these discussions are incorporated into business

crime, conflicts of interest, whistleblowing,

and current experience in providing outsourced

capital adequacy.

planning and risk registers, with appropriate

sanctions and Conduit’s Code of Conduct.

and co-sourced internal audit services to

• Underwriting exposure accumulation

mitigation measures and oversight applied

reinsurance businesses in Bermuda and

measured using PML.

in line with the framework.

Along with the rest of the Board, the members

internationally, and is considered to have the

• Compliance with risk appetite and tolerance

of the Audit Committee participated in training

necessary skills and resources to deliver the

metrics.

The Audit Committee reviewed the internal audit

covering the UK market abuse regulations and

internal audit function effectively. The internal

• Risk events and associated remediation plans.

plan, including any amendments, and received

Conduit’s related disclosure processes, and the

auditor reports directly to the Audit Committee.

• Updates on the control environment, including

regular reports on audits completed during the

requirements of Provision 29 of the UK Code.

any control failures, control attestations and

year together with management’s responses

During the year, the Audit Committee monitored

remediation progress for any deficiencies.

and the status of actions for improvement.

The Audit Committee continued to review and

the execution of the internal audit plan and

discuss amendments to The UK Code which will

supported revisions to reflect changing business

The Committee reviewed management’s

Further detail of the emerging and principal

come into force from 1 January 2026, with

priorities and risks. Internal Audit provided

assessment of the effectiveness of risk

risks affecting Conduit, including those matters

particular focus on Provision 29 of the UK Code.

quarterly written and oral reports, and the

management and the control environment for

that have informed the Board’s assessment of

Management will continue to monitor developing

findings of each audit were presented and

2025 and noted that several recommendations

Conduit’s ability to continue as a going concern,

control reporting requirements and ensure

discussed at the Committee’s meetings. The

identified for improvement in the prior year

as well as the risk mitigation procedures in place

adequate plans are in place to implement

Committee reviewed management’s responses,

have been implemented. While additional

to identify and manage them, can be found

changes and report on compliance as required.

monitored the implementation of recommended

enhancements will be delivered during 2026, the

in the risk disclosures on page 124 onwards

enhancements and met privately with the internal

Committee observed that work is progressing as

of the Annual Report and Accounts.

The Audit Committee received reports

auditors to ensure independence and

Conduit prepares for attestation for Provision 29,

on the number of whistleblowing cases reported

transparency.

due at the end of the year 2026. In this context,

Reviewing compliance and fraud

to Conduit’s whistleblowing service. The Audit

management, working closely with the Risk and

procedures and controls

Committee reviewed and approved updates to

Having reviewed Conduit’s Internal Audit Charter

Compliance functions, is making progress toward

The Audit Committee received regular

Conduit’s whistleblowing policy and procedure

in late 2024, further amendments were made to

UK Provision 29 reporting with material controls

compliance reports from the General

in 2025.

the Charter in early 2025 to ensure that it

being defined in line with the UK Code.

Counsel, covering:

remained fit for purpose bearing in mind the

During 2026, material controls will be tested,

The Audit Committee also received a report

latest guidance and codes of conduct.

and enhanced reporting will be provided to

from the CRO on the 2025 annual fraud risk

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Audit Committee Report continued

The Audit Committee also assessed the

related to the quality and effectiveness of the

The Non-Audit Services Policy is available on

Conduit is committed to maintaining the highest

independence of the internal auditors and

external audit.

Conduit’s website. The policy is reviewed annually

standards of independence and objectivity in the

confirmed that no concerns were identified.

by the Audit Committee.

audit engagements. In compliance with applicable

Overseeing the relationship with the

Auditor independence and objectivity

independence standards, Conduit adheres to

To assist in maintaining the external auditor’s

The Audit Committee assesses the external

stringent audit partner rotation policies which

external auditor

independence and objectivity, Conduit has

auditor’s independence annually and, taking into

require a change of audit partner at least every

KPMG Audit Limited (“KPMG”) was originally

adopted a formal policy governing the

account the limited scope, nature and value of the

seven years. Consequently, Conduit’s audit

appointed as Conduit’s external auditor in

engagement of the external auditor to provide

non-audit services noted above, has assessed

partner at KPMG will rotate off the Conduit

December 2020. At Conduit’s 2025 AGM, KPMG

non-audit services, taking into account the

KPMG as independent.

engagement on completion of the 2026 financial

was reappointed as external auditors of Conduit

relevant ethical guidance on the matter. The

year audit.

until the conclusion of the 2026 AGM. The lead

policy describes the circumstances in which

Auditor reappointment

external audit partner is James Berry who was

the auditor may be engaged to undertake non-

Conduit is required to appoint auditors at every

In addition, Conduit plans to conduct a tender

appointed at the same time as KPMG was

audit work for Conduit. The Audit Committee

general meeting of Conduit at which consolidated

process for the provision of its external audit

appointed. In 2025 the Audit Committee assessed

oversees compliance with the policy and will

financial statements are presented

ahead of its 2030 financial year end.

the fee arrangements with KPMG which are

consider and approve requests to use the auditor

to shareholders. KPMG, acting as external auditor

discussed in note 8 of the consolidated financial

for non-audit work when they arise, if appropriate.

to Conduit in 2025, Conduit’s fifth year, has

Significant areas of judgement

statements.

Except for the following non-audit services

advised of its willingness to stand for

and estimation

reappointment in 2026.

Annually, management provides the Audit

The Audit Committee met with KPMG regularly

provided by KPMG during 2025:

Committee with an analysis of significant areas

during 2025 (both in private session and with

• review procedures in relation to Conduit’s

The Audit Committee and the Board consider

of judgement and estimation in the preparation

management present) and reviewed and

unaudited condensed interim consolidated

KPMG to have extensive experience auditing

of the consolidated financial statements plus

approved the external audit work plan for the

financial statements for the six months ended

publicly traded reinsurance businesses. Having

an analysis of the appropriateness of preparing

year ended 31 December 2025. The Audit

30 June 2025; and

assessed their performance positively and having

the statements on a going concern basis.

Committee received written and oral reports from

• a carbon emissions disclosure engagement,

determined that they continue to be independent,

As discussed in our accounting policies on page

KPMG, which covered the progress of the audit,

comprising a review of the 2025 year-end

the Audit Committee and the Board have

116, the most significant estimates made by

key matters identified and the views of KPMG on

reporting and the provision of limited

concluded that KPMG’s appointment as auditors

management are in relation to the undiscounted

the significant judgements and estimates outlined

assurance over certain disclosed greenhouse

for 2026 would be in the best interests of Conduit

valuation of the liability for incurred claims

below. KPMG also reported on matters such as

gas emissions,

and its shareholders. The resolution to reappoint

and associated ceded reinsurance recoveries.

their observations on Conduit’s financial control

KPMG did not provide any other non-audit

KPMG at the 2026 AGM will propose that KPMG

Less significant estimates are made in

environment, developments in the audit

services in 2025. Fees paid in respect of these

holds office until the conclusion of the next

determining the estimated fair value of certain

profession, key upcoming accounting

non-audit services were minimal, and further

Annual General Meeting (“AGM”) at which

financial instruments and the estimated premium

and regulatory changes and certain

details are disclosed in note 8 to the consolidated

accounts are laid before Conduit, at a level of

cash flows used to determine reinsurance

other mandatory communications. The Audit

financial statements on page 147.

remuneration to be determined by the Board.

revenue recognised.

Committee continues to monitor developments,

recommendations and legislative proposals

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Audit Committee Report continued

Valuation of liability for incurred claims and

the differences which naturally arise

The Committee was therefore satisfied that

Going concern assessment and

associated ceded reinsurance recoveries

between them.

the valuation of the liability for incurred claims

longer-term viability statements

The valuation of the liability for incurred claims,

and associated ceded reinsurance recoveries

The Audit Committee reviewed and advised the

including incurred but not reported (“IBNR”),

The Audit Committee also received semi-annual

was appropriate.

Board on Conduit’s going concern and longer-

involves a significant amount of judgement.

reports from the external auditors on the

term viability statements included in the Annual

As stated in our accounting policies, it is a

reasonableness of the liability for incurred claims.

Fair value of certain financial instruments

Report and Accounts and the assessment reports

complex process and it is reasonably possible

The asset types in which Conduit is invested

prepared by management in support of such

that uncertainties in the reserving process and

The Audit Committee focused in particular on:

are not complex with lower estimation

statements. As part of this review, the Audit

delays in cedants reporting losses to Conduit,

• the reserving for natural-catastrophe and

uncertainty in determining fair value. The assets

Committee assessed the methods, assumptions,

together with the potential for unforeseen

large-loss events, including the January 2025

are highly liquid and are of high-credit quality.

judgements, business planning and stress testing

adverse developments, could lead to a material

California Wildfires and the methodology

As disclosed in note 12, all of Conduit’s assets

underpinning the going concern assessment.

change in the estimated liability for incurred

used for non-specific catastrophe losses;

are Level (I) or Level (II) securities. There are no

The Audit Committee was satisfied with the

claims and associated ceded reinsurance

• the use of selected attritional reserving ratios,

equities, hedge funds or derivative instruments.

level of analysis presented during the year,

recoveries. Judgement is exercised in estimating

given the lack of historical data for Conduit,

the related approach taken and statements

the future cash flows in relation to ultimate claims

the difference in management’s estimates

Conduit’s investments are fair valued through

made in Conduit’s key external reporting. More

settlement and selecting the methodology to

versus the independent loss reserve specialist,

the income statement (“FVTPL”). Conduit does

information on the going concern and viability

calculate a point estimate for the ultimate loss.

noting that the differences are within a

not therefore have any judgement around

statements can be found on page 116.

The risk adjustment is estimated using a margin-

reasonable range;

impairment charges.

based approach, calibrated to a targeted

• the process for estimating cash flow patterns

Expected premium cash flows used

Annual Report and Accounts

confidence interval range.

and establishing the risk adjustment;

The Audit Committee reviewed early drafts of

• the process for determining the confidence

to determine reinsurance revenue

the the Annual Report and Accounts in order to

The Audit Committee receives a quarterly report

interval;

recognised

ensure that themes and points of importance

on the liability for incurred claims, prior year

• the assessment and quantification of the

Conduit’s quota share policies in particular

from the Audit Committee’s perspective were

development on the liability for incurred claims,

impact of inflation on the liability for incurred

are subject to estimates. Some management

identified and addressed in the report. The Audit

and inflation considerations from Conduit’s

claims; and

judgement is exercised in determining the initial

Committee subsequently recommended to the

Chief Actuary. The Committee reviews the

• the adequacy of disclosure on the uncertainties

ultimate premium cash flow estimates from

Board for approval Conduit’s audited results

reasonableness of Conduit’s loss reserves and

of the loss reserve estimates.

which to establish the recognition of reinsurance

and final Annual Report and Accounts together

challenges the methodology and judgements

revenue. The policies underwritten are largely

with the external auditor’s report. The Audit

applied.

The Audit Committee was satisfied that all its

mature and known to the underwriting team

Committee advised the Board that, in its view,

queries were appropriately addressed and noted

and therefore establishing an appropriate

the 2025 Report and Accounts, taken as a whole,

The Audit Committee also receives reports

that there were no material differences between

estimate is not deemed to be a significant risk.

is fair, balanced and understandable and provides

from the independent loss reserve specialist

the liability for incurred claims calculated by

Management carries out regular reviews on

the information necessary for shareholders to

semi-annually. The Audit Committee was able

Conduit’s Chief Actuary and the independent

these estimates to validate their reasonability.

assess Conduit’s position and performance,

to compare their evaluation of the liability for

loss reserve specialist.

business model and strategy.

incurred claims with Conduit’s and understand

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Audit Committee Report continued

Priorities for 2026

I will step down from the Board at the 2026 AGM,

near the end of my second three-year term, and

a new Chair will be appointed. With this in mind,

the Audit Committee’s priorities for 2026 are:

•

Working with the Nomination Committee

and the Board to ensure a smooth succession

for the Audit Committee Chair.

•

Continuing to monitor the development of

the internal control framework to support

the Board in providing disclosures on material

controls in compliance with Provision 29

of the UK Code.

•

In support of the Board, maintaining oversight

of management’s processes for assessing and

reviewing the effectiveness of risk.

management and internal control systems,

supporting Conduit’s commitment to

continuous improvement.

•

Collaborating with the external auditors,

KPMG, on transition plans for the introduction

of a new audit partner for Conduit in 2027.

Elizabeth Murphy, Chair

Audit Committee

25 February 2026

Conduit Holdings Limited | Annual Report 2025

Remuneration at a glance

Remuneration

at a glance

The Conduit Remuneration Policy is designed to drive

a culture of high performance and create sustainable

long-term value for shareholders. A summary of the

2025 remuneration outcomes for Executive Directors

is provided opposite.

Strategic Report

Corporate Governance

Financial Statements

Key components

Gross premiums written

RoE

Outcome

Remuneration ($000)

The charts below set out the financial outcomes of the remuneration package of

the Executive Directors for 2025 against the 2024 outcomes as noted in the single

figure on remuneration on page 81. As there was a change in CEO during 2025,

the figures below reflect the prior CEO for 2024 and the current CEO for 2025.

l Fixed pay

l Variable pay (including

performance-related pay)

$1,243.0m

11.1%

2024: $1,162.4m

2024: 12.7%

Net tangible asset value

Total net investment return

per share

$7.14

6.7%

2024: $6.70

2024: 4.0%

Combined ratio

Total shareholder return

89.1%

(10.4)%

2024: 86.0%

2024: 5.9%

3,500

3,000

2,500

1,477

2,000

1,189

1,263

1,046

1,500

1,000

1,352

1,159

1,106

991

500

2024

2025

2024

2025

CEO

CFO

Trevor Carvey

Neil Eckert

Conduit Holdings Limited | Annual Report 2025

Directors’ Remuneration Report

Driving sustainable

shareholder value through

resilient performance

“Our remuneration philosophy supports the delivery of

sustainable performance and aligns executive reward

with long-term value for shareholders, appropriately

reflecting both business results and strategic

resilience through the market cycle.”

Strategic Report

Corporate Governance

Financial Statements

Introduction

The Remuneration Committee and the Board

I present the Directors’ Remuneration Report

consider that Conduit’s management delivered

for 2025 which consists of three sections:

a reasonable performance in a year marked by

This introduction, which explains our approach

unusually high levels and frequency of natural

to remuneration and summarises the key

catastrophe losses across several sectors and

decisions made by the Committee during

geographies, including losses arising from the

the year (pages 69 to 71).

California wildfires. Although the outcome of

The Directors’ Remuneration Policy – this sets

that event was disappointing, management

out the Remuneration Policy which was

demonstrated the resilience of the business and

approved by a binding shareholder vote at

the growing recognition of the Conduit Re brand

the 2024 AGM and is in place for 2024 to 2026

in the market, together with an ability to

inclusive (pages 72 to 79).

implement timely tactical adjustments.

The Annual Report on Remuneration –

this sets out in detail how we have: applied the

Remuneration outcomes for 2025 reflects an

Remuneration Policy in 2025; the remuneration

RoE that fell below our expectations, while also

received by Directors for the year; and how we

recognising the efforts of management to identify

expect to apply the Policy in 2026. This report,

secondary peril exposures outside our risk

along with this Chair Statement, will be put to

appetite and to take appropriate corrective action

an advisory shareholder vote at the 2026 AGM

to position the business more effectively for the

(pages 69 to 98).

future. The RoE achieved has resulted in a below-

target payout of the financial element of the

Performance for the year under review

annual bonus.

and impact on 2025 Executive Director

remuneration

Following Neil Eckert’s appointment as CEO on

The overall result was comprehensive income of

14 May 2025, the Committee set new personal

$116.8 million or $0.75 per share. RoE for the year

performance goals for him in his capacity as CEO,

was 11.1%. Annual bonuses for 2025 were based

rather than the goals that applied while he was

75% on financial (RoE) targets and 25% on the

Executive Chair at the start of the year. As he had

the achievement of personal and strategic

been appointed Interim CEO on 31 March 2025,

objectives of each Executive Director. As set out

the Committee determined that these revised

on page 82, the Committee set the threshold,

goals should apply for the whole of 2025. In

target and stretch levels of RoE required to

addition, to reflect the change in CEO and new

be achieved for the financial part of the 2025

goals set for him, the Committee also determined

annual bonus.

that it would be appropriate to include similar

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Directors’ Remuneration Report continued

goals within the CFO’s annual bonus. The

condition was again not met, and therefore

constant dividends and constant GB £ to US $

same date, Neil Eckert stepped down as

updated bonus goals are summarised on pages

no MIP shares were exchanged in 2025.

exchange rates, and accounting only for the

Executive Chairman and was appointed Interim

82 to 84. Having reviewed the performance of the

share buybacks up to the latest anniversary date

Chief Executive Officer. He was subsequently

CEO and CFO, the Committee determined the

Proposed implementation of the

of 7 December 2025, the share price would need

appointed permanent Chief Executive on 14 May

appropriate level of pay-out for the Executive

Remuneration Policy for Executive Directors

to increase to approximately £6.78 by

2025. I was appointed Interim Chair on 14 May

Directors in line with the performance achieved

for 2026

7 December 2026 or to approximately £7.18

2025 and served in that capacity for the

by each Director. Details of the bonuses can be

The Committee has decided to increase the

by 7 December 2027 for the performance

remainder of 2025.

found on pages 82 to 85.

base salaries of the CEO and CFO by 3%, which

condition to be met. Therefore it is unlikely that

compares with the average increase in salaries

any value will be delivered to participants under

In accordance with the terms of his service

The Remuneration Policy requires up to half

for the rest of the workforce.

the MIP.

agreement, Trevor Carvey received salary,

of any bonus to be deferred into shares, and

benefits and pension in lieu of notice for the

these deferred awards are subject to malus and

No change is being made to the target and

As the Committee believes it is critical to the

period during which he remained employed

clawback provisions. Tranches of deferred bonus

maximum opportunity under the bonus plan

success of Conduit that both Executive Directors

in 2025. In recognition of his decision to retire

awards granted to Executive Directors and staff

(which remain at 150% and 300%, respectively,

are incentivised to deliver over the longer term,

and his contribution to the establishment and

from prior-year bonuses continued to vest during

of salary for both Executive Directors). As for

the Committee concluded that both Executive

development of Conduit since its incorporation

2025. Further tranches will vest in March 2026.

2025, 75% will be subject to financial performance

Directors should receive awards under the LTIP

in 2020, the Committee determined that he

Details of the Executive Directors’ deferred

based on RoE and 25% will be subject to personal

in 2026 at 250% of salary (in line with the last

should be treated as a good leaver under the

share bonus awards are set out on page 86.

performance towards delivery of key strategic

award to the CFO and below the maximum

rules of the deferred share bonus plan. Full details

objectives.

allowed under the Remuneration Policy of

of his retirement and associated payments are

The Executive Directors, together with the

300% of salary).

set out on page 87 of this report.

former CEO, participate in the MIP, which was

At the May 2024 AGM, shareholders approved

established ahead of Conduit’s IPO in December

the current Remuneration Policy, which allows

Remuneration for Executive Directors

2020. Performance under the MIP is assessed

for the making of long-term incentive awards

The Remuneration Report on the following

by reference to growth in Conduit’s market

to the Executive Directors under Conduit’s

pages contains detailed disclosures on the

capitalisation, adjusted for dividends and

Long-Term Incentive Plan (“LTIP”).

2025 remuneration outcomes for the Directors

any other returns of value to shareholders

as well as disclosure of details of the proposed

since Admission.

In 2025, the Committee made an award under

implementation of the Remuneration Policy

the LTIP to the CFO at 250% of salary, below the

for the Executive Directors during 2026.

At the first performance-condition date,

maximum allowed within the Policy of 300% of

Changes to the Board

7 December 2024, the required performance

salary. The current CEO (who was then Executive

threshold was not met. As a result, no MIP shares

Chair) did not receive an award.

As detailed in the Nomination Committee Report

were exchanged for Conduit Common Shares

on page 58 and Corporate Governance Report

in 2024. The second performance-condition

The Committee believes that it is unlikely that the

on page 50, there were changes to the executive

calculation date was 7 December 2025, the fifth

performance conditions under the MIP will be met

leadership during the year. Trevor Carvey retired

anniversary of Admission. The performance

in December 2026 or December 2027. Assuming

as Chief Executive on 31 March 2025. On the

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Directors’ Remuneration Report continued

2025 meetings

The Remuneration Committee held four meetings

during the year. Committee attendance at those

meetings is shown in the accompanying table.

Role and responsibilities

The responsibilities of the Remuneration

Committee include the following:

•

Determining, in accordance with the principles

and provisions of the Code, the policy for

Directors’ remuneration and setting

remuneration for the Chair, the Executive

Directors and the other members of the

Executive Group.

•

Considering whether the Remuneration Policy

remains appropriate.

•

Keeping under review the suitability of

workforce remuneration and related policies.

•

Considering and determining all elements of

the remuneration of the Executive Group.

The Remuneration Committee’s terms

of reference, which also set out the Committee’s

reporting obligations and authority to carry out

its responsibilities, were reviewed in 2025 and are

available on Conduit’s website. There were no

points of concern arising out of the Board’s

performance review regarding the Remuneration

Committee’s performance during 2025.

Key activities in the year

•

Working with the Nomination Committee and

the Board as a whole, through a period of

succession planning and appointment of key

personnel and new Non-Executive Director.

•

Reviewed Conduit’s business plan and set

appropriate RoE targets as disclosed on

page 82.

•

Reviewed total compensation for

the Executive Group (which includes

the Executive Directors).

•

Reviewed overall bonus and reward

arrangements for staff.

Summary

The Committee is committed to an open dialogue

with investors and welcomes views on any part

of our remuneration arrangements.

Rebecca Shelley, Chair

Remuneration Committee

25 February 2026

Maximum

Name

Appointed to the

possible

Meetings

Committee

meetings

attended

Rebecca Shelley, Chair

24 July 2023

Malcolm Furbert

17 November 2020

Ken Randall

17 November 2020

Stephen Redmond

14 May 2024

Nicholas Shott

4 November 2025

n/a

Nicholas Shott was appointed to the Board on 4 November 2025, after the final Remuneration Committee meeting of the year. He was

also appointed to the Remuneration Committee and the Nomination Committee on the same date.

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Directors’ Remuneration Policy

This section sets out the Directors’ Remuneration Policy, which received a binding shareholder vote

of approval at the 2025 AGM.

As a non-UK incorporated company, Conduit is not required to comply with the requirements of

the provisions of the UK Companies Act 2006 and Schedule 8 of the UK's Large and Medium–sized

Companies and Groups (Accounts and Reports) (Amendment) Regulations 2008; however, it has

chosen to do so voluntarily.

The Remuneration Policy was developed considering market best practice and The UK Code, noting

that as a listed company whose shares are admitted to trading in the EST category under the UK

Listing Rules, it complies with The UK Code on a voluntary basis, reflecting the Board’s commitment

to high standards of corporate governance.

The Remuneration Committee may make minor changes to the Remuneration Policy to support its

operation or implementation (for example, for regulatory or administrative purposes), provided that

any such change does not materially advantage any Directors, without obtaining shareholder approval

for such changes.

Approach to senior executive reward

Conduit’s approach to Senior Executive reward is shaped by the following key principles, where it is

intended to deliver:

•

Balancing short- and long-term goals – provide a package with an appropriate balance between

short- and longer-term performance targets linked to the delivery of Conduit’s business plan and

the generation of sustainable long-term returns for shareholders.

•

Shareholder alignment – ensure alignment of the interests of the Executive Directors, senior

management and employees to the long-term interests of shareholders.

•

Competitive remuneration – maintain a competitive package in order to attract, retain and motivate

high-calibre talent to help ensure Conduit performs successfully.

•

Fairness – take an active interest in the development of good practices to deliver fair remuneration

at all levels of the organisation.

•

Performance-focused compensation – encourage and support a sustainable,

high-performance culture in line with the business plan and within the agreed risk profile

of the business.

Alignment with The UK Code

In addition, the approach to senior reward is tested against the six factors listed in The UK Code:

•

Clarity – the Remuneration Policy is designed to be simple and to support long-term sustainable

performance so should be well understood by participants and shareholders.

•

Simplicity – the Remuneration Committee is mindful of the need to avoid overly complex

remuneration structures – the executive remuneration policies and practices are relevant to

the continued development of the business and simple to communicate and operate.

•

Risk – the Remuneration Policy is designed to ensure that inappropriate risk taking is not

encouraged and will not be rewarded. Appropriate limits are set out in the Remuneration Policy.

A balance of financial and non-financial targets is used, which is designed to be stretching but

achievable to ensure the arrangements do not encourage excessive risk taking. The Committee

retains discretion to override formulaic outcomes. There is a significant role played by equity in

the incentive plans, with up to half of any annual bonus deferred into shares, the LTIP, the MIP

and shareholding (including post-cessation) requirements. Malus and clawback provisions are

in operation.

•

Predictability – the Remuneration Policy contains appropriate caps for the different pay elements.

The potential reward outcomes are set out in the illustrations provided, which clearly show the

potential scenarios of performance.

•

Proportionality – there is a clear link between individual awards, delivery of strategy and long-term

performance. In addition, the significant role played by incentive/“at-risk” pay is designed to ensure

that poor performance is not rewarded.

•

Alignment to culture – the Remuneration Policy encourages performance that is aligned

to the culture of Conduit and in accordance with accepted behaviours and values.

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Directors’ Remuneration Policy continued

Executive Director Remuneration Policy table

Base salary

Purpose and link

Base salary is a key element to recruiting, retaining and incentivising

to strategy

executives of the right calibre to successfully execute Conduit’s

business strategy.

Operation

Base salaries are reviewed annually, with any changes effective from

1 January. Exceptionally, an out-of-cycle review may be conducted if

the Committee determines it is appropriate.

When setting base salary levels, the Committee will take into account

several factors including (but not limited to):

• The Director’s role, skills and experience.

•

The economic environment.

•

Overall business performance.

•

Salary levels and pay conditions across the wider group.

•

Individual performance.

•

Market data for similar roles in comparable companies (including

reinsurance company peers).

•

Changes to the size and complexity of the business.

Maximum

There is no maximum base salary level.

opportunity

The process for salary review is consistent for all employees and increases for

the Executive Directors are normally considered in relation to the wider salary

increases across Conduit.

Higher increases may be permitted where appropriate, for example,

development in role or a change in position or responsibilities.

Performance

There are no formal metrics, although individual and group performance is

metrics

taken into consideration as part of the annual review.

Benefits (including pension benefits)

Purpose and link

Benefits support recruitment and retention and facilitate a healthy workforce.

to strategy

Operation

Pension benefits

Conduit’s pension schemes are based on defined contributions or equivalent

cash in lieu or salary sacrifice, subject to applicable law and local market

standards. For all staff, including Executive Directors, a cash allowance of up

to 10% of salary is paid in lieu of the standard employer pension contribution,

or a combination of pension contributions and cash allowance, totalling 10% of

salary. Any changes in the workforce pension arrangements may be reflected

in Executive Director remuneration.

Other benefits

Other benefits reflect normal market practice, are determined on a basis

consistent with all employees, and are set within agreed principles. Benefits

include, but are not limited to:

•

Bermuda payroll tax and social insurance.

•

Medical, dental and vision insurance.

•

Life assurance.

•

Long-term disability scheme.

• Gym and club membership.

•

Travel allowance.

•

Housing allowance for Bermuda-based Executive Directors.

Additional benefits may be provided as the Remuneration Committee considers

appropriate and reasonable based on market practice. Executive Directors are

included in the Directors’ and Officers’ Indemnity Insurance Policy.

Maximum

There is no maximum value of benefits; the value is set according to recruitment

opportunity

and retention needs, bearing in mind local market standards and requirements.

Pension contributions for Executive Directors will normally be in line with the

wider workforce, currently 10% of salary.

Performance

None.

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Directors’ Remuneration Policy continued

Annual bonus

Purpose and link

To reward the achievement of financial results and key objectives over the

to strategy

financial year, which are linked to Conduit’s strategic priorities.

To facilitate and encourage share ownership to align senior employees with

CHL shareholders through the use of deferral into shares.

Operation

Annual bonus awards for the Executive Directors are based on the financial

performance of Conduit and the performance against personal and/or

strategic objectives of each Executive Director during the financial year, with

performance measures and objectives set by the Committee at the beginning

of the financial year.

At the end of the performance period, the Remuneration Committee will

determine the actual bonus awards for each Executive Director. The

Remuneration Committee aims to ensure that awards for Executive Directors

are based on performance viewed holistically rather than on a formulaic

outcome and has the discretion to adjust the formulaic outcome.

Up to 50% of any bonus earned will be deferred into shares, which normally

vest over three years with one-third of the award vesting in each of the

following three years. Participants may also be entitled to receive

dividend equivalents which have accrued on unvested shares during the

vesting period, such dividend equivalents to be paid at vesting.

Bonus awards are subject to malus and clawback provisions.

Annual bonus

Maximum

The maximum bonus achievable for the Executive Directors is 300%

opportunity

of base salary.

Performance

The majority of the performance measures will be based on financial

metrics

performance (for example, RoE). The financial component will normally

comprise at least two-thirds of the overall opportunity. For 2024, the

Committee has set the financial component at 75% of the overall opportunity,

this was not changed in 2025.

A financial performance hurdle applies before any bonus is payable in relation

to the financial component, which is reviewed annually. Where performance

is deemed to be below a pre-determined hurdle, payouts for the financial

component will be nil. 25% is payable for meeting the threshold performance

required as set by the Committee in the financial metrics targets.

The Committee has the discretion to make an award under the personal

performance component if the financial performance hurdle has not

been met.

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Directors’ Remuneration Policy continued

LTIP

Purpose and link

Aligned to the main strategic objective of delivering superior

to strategy

returns to shareholders over the medium to long term.

Creates alignment with shareholders and provides focus

on performance and increasing the Company’s value over

the medium term.

Operation

Annual grant of performance shares which may be structured as

conditional awards or nil-cost options. Dividend equivalents which

accrue during the vesting period and, where applicable, during the

post-vesting holding period, may be paid. The Committee considers

each year who should participate and at what level to ensure that total

compensation remains competitive in light of peer practice.

Subject to performance conditions measured over three years and an

additional two-year post-vesting holding period. Clawback and malus

provisions apply.

The number of shares awarded will normally be determined by

reference to the five-day average share price prior to the date of the

grant. The Committee can in its discretion in exceptional circumstances

scale back the vesting outcomes, or impose additional vesting

conditions, to awards. The Committee will use discretion on vesting only

in exceptional circumstances.

LTIP

Maximum opportunity

Executive Directors will have a maximum individual opportunity

of up to 300% of salary in respect of any financial year.

The Committee may make awards at a level below this limit.

Performance metrics

Vesting of awards will be subject to the achievement of performance

conditions, measured over a three-year performance period.

Any performance measures which have been selected will reflect the

long-term strategy of the Company.

Performance measures may include TSR, Net Asset Value (“NAV”)

growth, ROE, financial KPIs or any other performance measures that the

Committee may deem appropriate at the time. The Committee will also

determine the weightings of performance conditions of each award.

A sliding scale of targets will be applied for financial metrics. No more

than 25% vesting will be achieved for threshold performance.

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Directors’ Remuneration Policy continued

Shareholding requirement

Purpose and

To ensure Executive Directors are aligned with shareholder interests.

link to strategy

Operation

Each of the Executive Directors is required to build and maintain a

shareholding in the Company of 300% of salary while in post.

At least 50% of any vested shares (net of tax) should be retained from

the portion of any future bonuses which are paid in shares (post-tax and

vested), long-term incentive awards and other share awards. There is a

seven-year period from the date of IPO (or if later, the date of

appointment as an Executive Director) in which to achieve compliance.

Post-cessation shareholding requirements apply which will require

Executive Directors to retain for two years following cessation of their

employment by Conduit the lower in value of:

•

such number of shares on cessation that have a market value equal to

the shareholding guideline in place at that time; and

•

the number of shares they hold at that time.

Shares that are personally acquired by the Executive Director will be

excluded from this post-cessation holding requirement.

Maximum opportunity

None.

Performance metrics

None.

Non-Executive Director remuneration

Fees

Purpose and

To provide an appropriate fee level to attract and retain Non-Executive

link to strategy

Directors who have a broad range of skills and experience to oversee

Conduit’s strategy.

Operation

Non-Executive Directors receive an annual fee in respect of their Board

appointments together with additional compensation for further duties

(for example, Board committee membership and chair roles).

The fees paid are determined by reference to market data and the skills

and experience required by Conduit, as well as the time commitment

associated with the role. Fees are normally reviewed at least every two

years, but not necessarily increased. Non-Executive Directors are not

eligible for participation in Conduit’s incentive plans.

Travel and other reasonable expenses incurred by Non-Executive

Directors while performing their duties for Conduit are reimbursed

(including any tax where these are deemed to be taxable benefits).

Non-Executive Directors are included in the Directors’ and Officers’

Indemnity Insurance Policy.

Maximum opportunity

The amount of any remuneration payable to Non-Executive Directors

shall be determined by the Board (excluding the Non-Executive

Directors).

An aggregate remuneration limit applies under Conduit’s bye-laws and

shall not exceed $1.3 million per annum (unless otherwise approved by

the shareholders).

Performance metrics

None.

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Notes to the Directors’ Remuneration Policy

Performance targets

• Conduit entering into a compromise or similar

• Determining the quantum of awards and/or

The Committee can relax the share ownership

The Committee aims to ensure that performance

arrangement with its creditors;

payments (within the limits set out in the

requirement in exceptional circumstances

targets for the annual bonus and long-term

• material failure of risk management and/or

Remuneration Policy).

and may alter the operation of the guidelines

incentive awards to Executive Directors are

regulatory non-compliance resulting in serious

• Determining the choice of (and adjustment of)

to reflect changing market practice, the

closely aligned to Conduit’s short-term and long-

reputational damage for Conduit; or

performance measures and targets for each

expectations of institutional shareholders

term objectives. The Committee has determined

• unreasonable failure to protect the interests

incentive plan in accordance with the

and/or such other matters as the Committee

the most appropriate performance measures and

of employees and/or customers.

Remuneration Policy and rules of each plan.

considers appropriate.

targets, considering Conduit’s key priorities over

• Determining the extent of pay-out based on

both the short and long term.

Clawback will apply for a period of three years

the assessment of performance.

If an event occurs that results in the annual bonus

following vesting/payment of an award.

• Overriding formulaic annual bonus or long-term

plan or LTIP performance conditions and/or

Details are included in Conduit’s Annual Report

incentive award vesting outcomes, taking

the targets being deemed no longer appropriate

and Accounts each year, subject to limitations

In addition to the above noted circumstances for

account of overall or underlying

(e.g. material acquisition or divestment),

with regards to commercial sensitivity for the

initiating malus and clawback provisions, there

company performance.

the Committee will have the ability to adjust

annual bonus (where general terms will be

are two additional exceptional circumstances

• Determining whether and to what

appropriately the measures and/or targets

provided), and the full details are then disclosed

which are applicable under the terms of the MIP:

extent dividend equivalents should apply

and alter weightings, provided that the revised

following the end of the financial year in Conduit’s

• material breach of any post-termination

to awards.

conditions are not materially less challenging

next Annual Report and Accounts, again, subject

employment covenants; or

• Determining whether malus and/or clawback

than the original conditions.

to limitations with regards to commercial

• fraud or a financial criminal act, which affects

shall be applied to any award in the relevant

sensitivity for the annual bonus (if appropriate).

Conduit and carries a custodial sentence during

circumstances and, if so, the extent to which

In addition, the Committee may exercise

the course of employment.

they shall be applied.

its discretion to make other non-material

Malus and clawback

Committee discretions

• Making appropriate adjustments required

decisions affecting the Executive Directors’

The Committee will have the discretion to reduce

in certain circumstances, for instance for

awards in order to facilitate the plans.

a bonus or long-term incentive award (“malus”)

The Committee operates under the

changes in capital structure (or any similar

or require repayment of a bonus award or require

powers delegated to it by the Board and

corporate event).

Any use of the above discretion would, where

the return of shares received under the long-term

operates the benefit and incentive plans in

• Application of the holding period.

relevant, be explained in Conduit's Annual Report

incentive (“clawback”) where it considers that

accordance with the relevant plan rules and any

• Determining good leaver status for incentive

on Remuneration of Directors.

there are exceptional circumstances. Such

applicable legislation. The Committee retains

plan purposes and applying the appropriate

exceptional circumstances are limited to:

a number of discretions to ensure effective

treatment.

Legacy arrangements

• material misstatement of results, financial

operation of the benefit and incentive plans.

• Agreeing to early payment of deferred bonuses

For the avoidance of doubt, any commitments

or otherwise;

These discretions are standard market practice

to Executive Directors on an exceptional basis.

entered into by Conduit prior to the approval and

• error in the calculation of the bonus payable

and include (but are not limited to) the following:

• Undertaking the annual review of weighting of

implementation of the Remuneration Policy

or the number of shares over which an award

• Selecting the participants in the plans.

performance measures and setting targets for

outlined in the policy table may be honoured,

is granted or vests;

• Determining the timing of payments/grant

the annual bonus plan from year-to-year.

even if they are not consistent with the policy

• corporate failure resulting in the appointment

of awards.

prevailing at the time the commitment is fulfilled.

of a liquidator or administrator to Conduit;

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Notes to the Policy Table continued

This includes the MIP, which was in place prior to

Conduit may elect to make a payment in lieu

There is no provision for additional compensation

the IPO and this Remuneration Policy. Details of

of notice equivalent in value to a maximum

on termination following a change of control.

the MIP can be found on pages 36 and 37 of the

of six months’ base salary and benefits, including

Payment may also be made in respect of accrued

2020 Annual Report and Accounts.

pension contribution but excluding bonus

benefits, including holiday not taken.

(which would be considered separately in the

It may also include commitments to future

appropriate circumstances), payable in monthly

In the event of a change of control or similar

Executive Directors where the terms were agreed

instalments, which would be subject to mitigation

event, equity scheme awards may vest

prior to (and not in contemplation of) promotion

if alternative employment is taken up during this

early subject to the rules of the applicable

to Executive Director, which includes satisfying

time. Alternatively, the Remuneration Committee

schemes including satisfaction of performance

awards of variable remuneration based on the

retains discretion to provide this payment as a

conditions and, normally, any bonus entitlement

terms agreed at the time the award was granted.

lump sum.

would be subject to pro-rating on a time

apportioned basis.

by the Board, either annually or after any three-

year period.

Recruitment of Directors –

approach to remuneration

Consistent with best practice, remuneration

packages for any new appointments to the

Board and senior employees (including those

promoted internally) will be set in line with

the Remuneration Policy which is in place

for the period from 2024 to 2026 inclusive.

Service agreements – Executive Directors

Conduit’s policy is for Executive Directors to have

service agreements which (i) may be terminated

by Conduit forthwith “for cause” without any

payment by way of compensation, damages,

payment in lieu of notice or otherwise in certain

circumstances including, inter alia, if the executive

commits any act of gross misconduct or fraud or

dishonesty, or commits any repeated misconduct

or continued poor performance after due warning

being given, and (ii) may be terminated by

either party on six months’ written notice to

the other party.

If such notice is served by either party, the

Executive Director can continue to receive base

salary, benefits and pension, per the terms of their

service agreement, for the duration of their notice

period during which time Conduit may require

the individual to continue to fulfil their current

duties or may assign a period of garden leave.

Service agreements do not contain liquidated

damages clauses.

In some cases, an Executive Director may

be determined a good leaver. Good leavers

may receive an annual bonus payment, which

will normally be subject to the satisfaction of

the relevant performance criteria tested at the

normal date and, ordinarily, the outcome will be

calculated on a time pro-rata basis to date of

departure. The Committee retains discretion on

whether the whole bonus payable is paid in cash,

or whether part of it is deferred either in cash

or shares.

In the event of termination for cause

(e.g. gross misconduct) the Executive Director

will cease to perform their services immediately.

In addition, and consistent with market practice,

Conduit may pay a contribution towards the

Executive Director’s legal fees for entering into

a statutory agreement, may pay a contribution

towards fees for outplacement services as part of

a negotiated settlement, or may make a payment

to settle claims the Executive Director may have.

The Committee may at its discretion determine

that awards shall not be subject to time pro-

rating or be subject to pro-rating to a lesser

extent if it considers it appropriate in the

circumstances. Alternatively, following an internal

reorganisation which results in a change

of control, awards may be rolled over into awards

in the acquiring company.

Service agreements –

Non-Executive Directors

Non-Executive Directors are typically expected

to serve two three-year terms but may be invited

by the Board to serve for an additional period.

In addition, in accordance with The UK Code,

all Directors are subject to annual re-election

at AGMs. Thus, any Non-Executive Director

service term renewal is subject to Board review

and AGM re-election. Notwithstanding any mutual

expectation, there is no right to re-nomination

In setting base salaries for new Executive

Directors, the Committee will consider the

individual’s level of skills and experience. Where it

is appropriate to offer a below-market salary on

initial appointment, the Committee will have the

discretion to allow phased salary increases over

a period of time for a newly appointed Executive

Director up to an appropriate salary for the

appointment, even though this may involve

increases in excess of those awarded to the

wider workforce.

Benefits will be offered in line with the Policy. For

both external and internal appointments, the

Committee may consider it appropriate to pay

additional reasonable short-term benefits, such as

relocation allowances, and any other market best

practice benefits relevant to the industry and

marketplace norms at the time. This will ordinarily

be for a reasonable but fixed period of time and

will be disclosed on appointment. Pension will

normally be in line with the wider workforce.

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Notes to the Policy Table continued

Annual bonus will be determined in line with the

Remuneration Policy and will be pro-rated in the

year of joining to reflect the period of service. In

setting the annual bonus, the Committee may set

different performance metrics (to those of other

Executive Directors) in the first year

of appointment.

Participation in the LTIP would be in accordance

with the information set out in the Remuneration

Policy. Awards may be made on or shortly after

an appointment, subject to prohibited periods.

Different performance conditions may be set

as appropriate.

For external appointments, the Remuneration

Committee recognises that it may need to

provide compensation for forfeited awards from

the individual’s previous employer. To the extent

possible, the design of any buyout will be made

on a broadly like-for-like basis and shall be

no more generous than the terms of the

incentives they are replacing, taking into account

the performance conditions attached to the

vesting of the forfeited incentives, the timing of

vesting and the likelihood of vesting. For an

internal appointment, any variable pay element or

benefit awarded in respect of their prior role may

be allowed to continue on its original terms.

The Committee may also use the flexibility

provided (being best practice rather than

a requirement) under the UK Listing Rules to

make awards as provided for under UK Listing

Rule 9.3.2 (2) without prior shareholder approval.

The terms of appointment for a new Non-

shareholders and proxy agencies. The Committee

The Remuneration Policy for Executive Directors

Executive Director will be in accordance with the

consults with Conduit’s key shareholders when

is weighted more towards variable pay than for

Remuneration Policy for Non-Executive Directors

considering any significant changes to the

other employees, with a greater part of their pay

as set out in the Remuneration Policy table.

implementation of the Remuneration Policy and

therefore at risk to them and conditional on the

when the Remuneration Policy is being reviewed

successful delivery of Conduit’s business strategy.

Executive Directors’ external appointments

(typically ahead of an AGM binding vote on the

The operation of the bonus scheme for

Executive Directors may accept external

Remuneration Policy). The Committee will

the Executive Directors is consistent with

appointments as Non-Executive Directors of

consider shareholder feedback received before

Conduit’s other senior employees. Bonus pools

other companies, if the companies concerned are

and after an AGM. The Committee values

are determined based on financial performance

not competitors of Conduit, and the appointment

feedback from its shareholders and seeks to

against a target which is reviewed annually.

will not adversely affect the performance of the

maintain a continued, open dialogue.

Bonuses for more junior employees are calculated

Executive Director for Conduit, and with the

using a more formulaic approach. The operation

specific prior approval of the Board in each case.

Broader employee context – consideration of

of the LTIP for any Executive Director that

Any fees receivable may be retained by

employment conditions elsewhere in Conduit

participates is consistent with Conduit’s other

the Executive Director concerned.

In accordance with the Remuneration

senior employees except that awards to

Committee’s terms of reference, when setting

Executive Directors must be subject to

How shareholders’ views are taken

remuneration for Executive Directors, the

performance conditions.

into account

Committee reviews the pay and conditions across

The Committee considers the views

Conduit. Conduit aims to provide a market

While employees are not directly consulted on

of shareholders when reviewing the remuneration

competitive package to all employees and the

matters of Remuneration Policy for Executive

of Executive Directors and other senior

Committee considers executive remuneration in

Directors, the Committee liaises with the Head

executives, and takes into account published

the context of the wider employee population.

of People and Culture to ensure that there is an

remuneration guidelines and the specific views of

appropriate level of consultation between the

Board, People and Culture and Conduit’s

Director

Date of Appointment

Expiry of current term1

employees on remuneration matters. The results

of any employee feedback, whether direct

Elizabeth Murphy

18 November 2020

18 November 2026

feedback or as part of the employee engagement

Ken Randall

18 November 2020

18 November 2026

survey process, is reported to the Committee.

Malcolm Furbert

18 November 2020

18 November 2026

Michelle Seymour Smith

15 September 2021

15 September 2027

Rebecca Shelley

24 July 2023

24 July 2026

Stephen Redmond

14 May 2024

14 May 2027

Nicholas Shott

4 November 2025

4 November 2028

Succession planning for Board positions is discussed on page 60. All Directors are put up for re-election annually at the AGM.

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Notes to the Policy Table continued

Illustration of the Remuneration Policy

The chart below sets out the potential values

of the remuneration package of the Executive

Directors in line with the Remuneration Policy

for 2025 under various performance scenarios.

Notes to Future Policy Illustration

•

Minimum: Fixed pay (salary, benefits

and pension).

•

Target: Fixed pay and annual bonus at 50%

of the maximum opportunity and LTIP at 50%

of maximum.

•

Maximum: Fixed pay and maximum achievable

annual bonus and LTIP.

•

Maximum with 50% share price growth:

Fixed pay and maximum achievable annual

bonus and LTIP at 1.5x maximum.

•

Salary represents annual base pay for 2026.

•

Benefits have been included based on the

actual 2025 value of benefits (including

housing allowances).

•

Pension represents the value of the

annual pension of 10% of salary contributed

by Conduit.

•

LTIP represents intended awards for the CEO

and CFO in 2026.

Remuneration Policy Future Illustration

9,000

8,000

51%

7,000

41%

6,000

Remuneration ($000's)

5,000

4,000

34%

41%

34%

3,000

34%

2,000

1,000

100%

32%

18%

15%

100%

Minimum

Target

Maximum

Maximum Minimum

+ 50%

price

growth

CEO

l Fixed pay

l Annual bonus

LTIP

49%

40%

33%

40%

33%

34%

20%

18%

Target

Maximum Maximum

+ 50%

price

growth

CFO

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Annual report on remuneration

2025 Remuneration Report

This section summarises the Directors’ remuneration for the year ended 31 December 2025 and how the Remuneration Policy will be implemented for the year ahead. This report on remuneration together

with the Remuneration Committee Chair’s Statement, as detailed on pages 69 to 71, will be put to an advisory vote at the 2026 AGM.

The following sections in respect of Directors’ remuneration have been audited by KPMG Audit Limited:

•

Single figure of remuneration in respect of 2025.

•

Non-Executive Director fees in respect of 2025.

•

2026 annual bonus payments in respect of 2025 performance.

•

2026 deferred bonus awards in respect of the 2025 annual bonus.

•

Directors’ shareholdings and share interests.

Executive Directors’ single figure of remuneration

The table below sets out the total remuneration (in $000) for Executive Directors for the year ended 31 December 2025.

Pension

Annual

or payment

Total fixed

Total variable

Total

Executive Director

Year

Salary

Benefits1

bonus2

LTIP3

MIP4

in lieu5

Other6

remuneration

Neil Eckert7

2025

857

216

1,189

–

1,159

1,189

2,348

2024

590

979

–

650

979

1,629

Elaine Whelan

2025

684

353

1,046

–

1,105

1,046

2,151

2024

652

274

1,263

–

991

2,254

3,245

Trevor Carvey8

2025

731

268

–

1,072

–

1,072

2024

891

372

1,477

–

1,352

1,477

2,829

Notes to single figure table:

Benefits are comprised of the employee obligations which are paid by Conduit with respect to: Bermuda payroll taxes, Bermuda social insurance, medical, dental and vision coverage, life insurance, housing and other allowances paid or to be paid by Conduit in line with standard

market practice in Bermuda. Neil Eckert, as CEO, became Bermuda-based from his appointment on 1 April 2025. Neil Eckert began receiving a housing allowance of $17,500 per month (being the same rate payable to Trevor Carvey when he retired) as a result of his being Bermuda-

based and securing accommodations from June 2025.

Executive Director bonus awards are stated as the full value of the bonus award; up to 50% of bonuses awarded are payable as a deferred share award of an equivalent value.

3 No LTIP awards were due to vest by reference to 2025.

4 No awards vested under the MIP during the year.

5 The Executive Directors’ pension provision is aligned to that of the rest of the workforce at 10% of pensionable earnings. Executive Directors may elect to take cash in lieu of pension, subject to compliance with applicable law.

6 Dividend equivalents on deferred bonus awards which vested during the year have previously been included within the “Other” disclosure column with their value at the date of vesting, however these are not disclosable as the full value of bonus (including the deferral value) is

disclosed annually.

7 The data for 2025 for Neil Eckert covers the period from 1 January to 30 March during which he was Executive Chair, from 31 March to 13 May when he was Interim CEO and from 14 May to 31 December when he was CEO. From 1 April his salary was increased from $619,910 to $935,714

(being the salary of Trevor Carvey when he retired). Neil's 2024 Pension or payment in lieu of pension has been re-presented to include funds due to Neil to make whole contractual pension payment entitlements which he had not received previously. Similarly, there were payments to

Neil Eckert for 2023 ($42,171), 2022 ($40,942) and 2021 ($39,750) which were omitted from the disclosures within those Annual Report & Accounts.

8 The data for 2025 for Trevor Carvey covers the period from 1 January to 31 March when he ceased to be a director and employee as well as payments made from 1 April to 31 October 2025 as part of his loss of office retirement agreement.

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Annual report on remuneration continued

Annual bonus

In line with the Remuneration Policy, annual bonus awards for the current Executive Directors were based on the financial performance of Conduit and the personal contributions of each current Executive

Director, with the financial component making up 75% of the overall opportunity and 25% based on personal contribution and/or meeting strategic objectives.

The financial measure for 2025 was RoE. The following table shows the targets and the resulting level of payout for each current Executive Director.

Financial Performance (75%)

Financial

element

Threshold

Target

Maximum

Actual

RoE pay-out

pay-out

RoE

9.0%

12.0%

17.0%

11.1%

77.5%

87.2%

Executive Directors’ performance objectives (25%)

The performance of each of the current Executive Directors were evaluated against their performance objectives for the year.

Performance goals

Assessment

Neil Eckert

Financial & operational performance

• Maintain all key broker, customer and reinsurer relationships,

Neil demonstrated strong personal leadership in managing financial and

including key rating agency relationships and maintain the

operational performance throughout 2025. This is evidenced by the

company’s AM Best A- rating, at no lower than stable

year-end underwriting results and the successful placement of additional

outlook.

reinsurance, particularly in relation to secondary perils.

• Achieve a minimum ROE of 8%, beating the analyst's

consensus of 6.5%, for 2025 through improved underwriting

The Company achieved a year-end ROE of 11.1%, materially exceeding

margins and stable investment returns.

both the internal target and analyst expectations.

• Reduce volatility for the 2025 financial year by purchasing

additional reinsurance, particularly as it relates to secondary

Additional peak peril and aggregate protections were secured, including

perils. Effective oversight of capital management and policy.

secondary perils cover, contributing to reduced volatility and enhanced

capital resilience.

Investor confidence

• Focus on stabilising the business by Q4 2025, deliver two

Performance in both Q3 and Q4 exceeded expectations, with no material

consecutive quarters of results with no material reserve

reserve strengthening or earnings surprises. Neil played an active and

strengthening and no negative earnings surprises post Q2,

visible role with investors throughout the year, providing clear and

supported by quarterly investor communications with clear

consistent communication. As a result, Conduit experienced a modest

disclosures regarding portfolio changes and exposure

but meaningful improvement in its share price during H2, accompanied

management.

by strengthened shareholder support.

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Annual report on remuneration continued

Performance goals

Assessment

Strategy execution and change leadership

• Lead the executive team to execute the strategic plan, while

2025 involved substantial organisational change, during which Neil

actively communicating the vision and rationale for change

provided decisive leadership. Some evidence of this is the successful

across the business. Build an aligned and capable executive

recruitment of both the CUO and CRO by Q4, delivering against a critical

team, including identifying and hiring all critical leadership

strategic objective. Broader cultural change is clearly evident, reflected in

roles in underwriting and risk (CUO and CRO) by Q4 2025.

feedback received across the organisation.

Achieve a fundamentally changed culture within the

business and retain and strengthen key management.

In addition to assuming the CEO role, Neil acted as Interim CUO and

Head of Ceded. In these capacities he maintained stability across

underwriting, preserved team cohesion, initiated cultural improvements

in underwriting discipline, and secured a comprehensive and robust

outward reinsurance programme.

Governance, risk and resilience

• Maintain robust governance and risk management,

Governance and risk management were key areas of focus during 2025.

proactively identifying and addressing risks associated with

Significant progress was made in strengthening frameworks and

organisational change.

addressing the challenges identified earlier in the year. While further

development is required, the improvements achieved represent

meaningful progress in enhancing organisational resilience.

ESG, culture and people leadership

• Continue to embed ESG principles and foster a high-

Neil continued to act as an active participant in ESG initiatives across

performance, inclusive culture, acting as a visible role model

both environmental and social themes, including meaningful

for Conduit Re’s values and supporting colleagues through

engagement through the Protector Committee. Conduit concluded the

uncertainty.

year with strong staff retention, a notable improvement compared with

the mid-year position, reflecting stabilisation and growing confidence

across the workforce.

Elaine Whelan

Financial reporting & operational performance

• Deliver timely, accurate, and transparent financial reporting

Elaine demonstrated exceptional performance in delivering timely,

in line with public company requirements, while ensuring

accurate and transparent financial reporting fully aligned to

operational resilience and supporting the company’s

public-company standards. Her leadership of the rating agency

transformation agenda.

engagement programme resulted in a successful outcome, representing

• Maintain key rating agency relationships and maintain the

a major achievement for 2025.

company’s AM Best A- rating, at no lower than stable

outlook.

As reflected in the CEO assessment, the Group achieved a year-end ROE

• Achieve a minimum RoE of 8%, beating the analyst’s

of 11.1%, materially outperforming both internal targets and analyst

consensus of 6.5%, for 2025 through stable investment

consensus.

returns and appropriate oversight and contribution to the

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Annual report on remuneration continued

Performance goals

Assessment

Investment strategy & ESG integration

• Manage the Group’s investment portfolio in line with the

Elaine delivered an excellent investment performance, achieving a return

approved investment strategy, producing stable returns and

of 6.7%, a significant increase from 4.0% in 2024. ESG principles were

incorporating ESG principles where possible across the

appropriately incorporated across the portfolio, ensuring alignment with

portfolio.

Conduit Re’s investment philosophy and risk appetite.

Finance team leadership & culture

• Provide effective leadership and management of the finance

The finance, investment and treasury functions continue to benefit from

and investments and treasury functions of Conduit;

Elaine’s highly effective leadership. She has built and maintained a

contributing to the finance and investment strategies.

motivated, high-performing team with clear objectives, a strong sense of

Demonstrate leadership through fostering a culture of high

accountability, and an adaptable approach to evolving business needs.

performance, collaboration, and adaptability through

change.

Executive & strategic contribution

• Support the CEO and contribute to the business strategy as

Elaine made substantial contributions beyond her core remit, including in

a member of the executive team; offering solutions that

risk, operations and capital. She provided strong strategic partnership to

drive efficient operation of the company, ensuring alignment

the CEO and broader Executive team and engaged consistently with key

with business strategy. Support on investor relations

stakeholders. Elaine played a prominent role in investor relations,

activities throughout the year and contribute to key

attending in-person meetings and maintaining availability for remote

stakeholder and market relationships, including rating

discussions with leading investors as required.

agencies.

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Annual report on remuneration continued

As a result of the performance assessment outcomes, the Committee determined bonuses for the current Executive Directors as follows:

Financial

Personal

element pay-out

Actual bonus

(% of weighted

pay-out (% of

element)

maximum)

Neil Eckert

87.2%

51.6%

46.3%

Elaine Whelan

87.2%

65.6%

50.9%

Trevor Carvey1

n/a

Trevor Carvey ceased to be an active employee on 31 March 2025 and therefore was not eligible for a 2025 performance bonus.

In accordance with the Remuneration Policy, bonus awards are subject to a maximum of 300% of base salary. Up to 50% of bonuses awarded are payable as a deferred share award of an equivalent value

(with the number of shares calculated using the average of the share price at the close of the market over the five days prior to the day that the award is granted). These awards vest under the terms defined

in the deferred shares bonus scheme rules; i.e., over three years with one-third of the award vesting (including dividend equivalents) in each of the following three years. The Committee considers this to be

an appropriate structure with the deferral serving as a retention mechanism over the three-year period. Deferral over three years is also in line with the expected duration of Conduit’s claims reserves.

Bonus deferred

Actual bonus

Maximum

Actual bonus

Cash bonus paid

into shares

pay-out

opportunity

pay-out

Outcome

(50%)

(% of maximum)

(% of salary)

Neil Eckert

46.2%

300

138.8%

1,188,759

594,380

594,379

Elaine Whelan

50.9%

300

152.8%

1,045,606

522,803

Trevor Carvey

n/a

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Annual report on remuneration continued

Scheme interests awarded during the year

Deferred Share Bonus Plan (“DSBP”) awards

All Conduit employees, including Executive Directors, are eligible to participate in the DSBP. Under the Remuneration Policy, up to 50% of an Executive Director’s annual bonus is deferred into shares under

the DSBP. Details of the DSBP awards made to current and former Executive Directors during 2025, in respect of their 2024 annual performance bonuses, are set out below.

% vesting

Face value of

annually

Number of

awards granted

(not subject to

awards granted

during the year1

performance

Award Type

Grant date

during the year

($000)

conditions)

Neil Eckert

Deferred Bonus

25 March 2025

103,620

489

33.33

Elaine Whelan

Deferred Bonus

25 March 2025

133,780

632

33.33

Trevor Carvey

Deferred Bonus

25 March 2025

156,407

739

33.33

The awards were calculated using the five-day average closing share price and FX rate preceding the award date, being $4.72 using the pound sterling to US dollar FX conversion rate of 1.2963.

2 Trevor Carvey was still an active employee and Executive Director at the time of this award, under the Scheme Rules, Trevor Carvey will be entitled to the awards full vesting at the vesting dates.

Long-term incentive plan (“LTIP”)

Awards granted to Executive Directors under the CHL LTIP during the year (each of which is subject to performance conditions measured over the applicable performance period) are set out below.

Further information on the operation of the LTIP is provided in the Remuneration Policy table on pages 73 to 76.

Face value of

Number of

awards granted

% vesting at

Award level1

awards granted

during the year3

threshold

(% of salary)

Grant date

during the year2

($000)

performance

Neil Eckert

–

n/a

Elaine Whelan

250

25 March 2025

362,267

1,711

Trevor Carvey

–

n/a

Neil Eckert and Trevor Carvey did not receive an LTIP award in 2025.

The LTIP awards granted during the year were valued using the five-day average closing share price and corresponding FX rate prior to grant, resulting in a valuation of $4.72 per share (based on a GBP:USD rate of 1.2963).

3 Vesting will occur only if the performance conditions are met over the period ending 31 December 2027, with awards becoming exercisable in the first open period following the release of the 2027 year-end results.

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Annual report on remuneration continued

Performance conditions attached to LTIP awards1

Growth in Net Asset Value (NAV) per share – 75% weighting2

Absolute Total Shareholder Return (TSR) – 25% weighting3

Vesting %

2024

2025

Vesting %

2024

2025

Maximum performance

100%

13%

Threshold performance

25%

Nil

<5%

Vesting for performance between threshold and maximum will be determined on a straight line basis for both performance conditions.

Maximum performance

100%

13%

Threshold performance

25%

Nil

<5%

The NAV performance condition will be measured on an annual basis, with the award effectively split into three. In each year, performance will be measured against the target range established for that year, to determine the level of vesting in respect of one-third of the total award.

Actual vesting will only occur after completion of the full three-year performance period and is subject to continued employment of the Executive Director at the time of vesting. Year-end shareholders’ equity includes the comprehensive income (loss) for the financial year adjusted

for dividends declared. Intangible assets are excluded from shareholders’ equity to calculate the net tangible asset value per share.

Absolute TSR will be measured over the full three-year period of the award, rather than each individual year within the period.

Payments for loss of office

Retirement arrangements for Trevor Carvey

Trevor Carvey retired from Conduit as CEO on 31 March 2025 (the “departure date”), being the date his employment ceased. His post-termination restrictive covenants, as set out in his service agreement,

continued to apply. For the period from January to March 2025 he received his regular salary, benefits and pension contributions in accordance with his service agreement, as shown in the Single Figure Table

on page 81. The details of Trevor Carvey’s retirement arrangements are included in the section below.

In accordance with the terms of his retirement arrangements, Trevor Carvey received the following payments in lieu of his six-month notice entitlement:

•

$ 496,648 in respect of salary.

•

$ 49,665 in respect of pension contributions.

•

$ 193,028 in respect of benefits, including housing allowance, flight allowances and medical cover. Trevor Carvey remained active on the Company’s Group Health Scheme

until he left Bermuda in July 2025.

Trevor Carvey did not hold any awards under Conduit’s LTIP. He did, however, hold awards under the DSBP and the MIP. The Committee determined that he should be treated as a good leaver under both

plans, in recognition of his retirement and his contribution to Conduit since its incorporation in 2020. Accordingly: his DSBP awards (including accrued dividend equivalents) will vest in full with no pro-rating,

and his MIP awards will be pro-rated to the departure date in accordance with the MIP rules. Details of Trevor Carvey’s DSBP and MIP awards are set out on pages 89 and 91 respectively.

Payments to past Directors

No payments were made to past Directors during the year except agreed fees in respect of the period during which they served as Director (as set out in the fees paid table below).

Conduit Holdings Limited | Annual Report 2025

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Corporate Governance

Financial Statements

Annual report on remuneration continued

Non-Executive Directors

The Non-Executive Director fees have been determined in accordance with the Remuneration Policy set out on page 76.

Non-Executive Directors’ basic fee is $85,000 per annum, with additional annual fees payable in respect of membership of Board Committees of $15,000 per committee and $25,000 for appointment

as Chair of a committee (and $15,000 for appointment as Senior Independent Director). The Non-Executive Directors do not participate in incentive schemes. A fee of $25,000 per annum is also payable

in respect of Non-Executive Director appointment to the CRL Board.

During 2025, the Remuneration Committee received advice regarding Non-Executive Directors fees which will inform the review of fees planned to take place in 2026.

For the year ended 31 December 2025 under the terms of their appointments the Non-Executive Directors of CHL were paid the following fees:

Aggregate fees paid (including in respect of CRL) $000

Non-Executive Director

2025

2024

Sir Brian Williamson1

–

Malcolm Furbert

140

136

Elizabeth Murphy

150

146

Ken Randall2

175

161

Michelle Seymour Smith

140

130

Rebecca Shelley3

245

130

Stephen Redmond4

115

Nicholas Shott5

—

Total

983

821

For 2024, fees include pro-rated fees which reflects Sir Brian Williamson stepping down from the Board and Board Committees with effect from 15 May 2024.

Ken Randall was appointed as Senior Independent Director on 14 May 2025 and remained in this role for the duration of 2025. Fees were pro-rated for the relevant appointments.

Rebecca Shelley was appointed as Interim Chair on 14 May 2025 and acted in this position for the remainder of 2025. Rebecca remained the Chair of the Remuneration Committee during her time as Interim Chair. Rebecca received both her Interim Chair fee and her fee for Chair of the

Remuneration Committee during 2025. Fees were pro-rated for the relevant appointments.

Stephen Redmond was appointed to the Board on 14 May 2024. Fees for 2024 were pro-rated from the date of his appointment.

Nicholas Shott was appointed to the Board on 4 November 2025. He was also appointed to serve on the Nomination and Remuneration Committees. Fees for 2025 have been pro-rated from the date of his appointment.

The aggregate remuneration paid for the year ended 31 December 2025 by way of fees for all the Non-Executive Directors was $982,831, made up of $882,831 in respect of CHL and $100,000 in respect

of CRL.

Conduit Holdings Limited | Annual Report 2025

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Annual report on remuneration continued

Details of Executive Directors awards under the LTIP and DSBP

Details of the awards for Executive Directors under the LTIP and DSBP are below, including awards made during the year.

Scheme under

Awards

Awards held at

which award

Awards held at

granted during

vested during

31 December

was granted

Grant date1

1 January 2025

the year

the year2

2025

Neil Eckert

DSBP 2022

25 March 2022

31,916

–

31,916

–

DSBP 2023

24 March 2023

17,557

–

8,776

8,781

DSBP 2024

22 March 2024

121,593

–

40,534

81,059

DSBP 2025

25 March 2025

–

103,620

–

103,620

171,066

103,620

81,226

193,460

Elaine Whelan

DSBP 2022

25 March 2022

37,133

–

37,133

–

DSBP 2023

24 March 2023

22,605

–

11,300

11,305

DSBP 2024

25 March 2024

143,170

–

47,723

95,447

LTIP 20243

21 June 2024

248,123

–

248,123

DSBP 2025

25 March 2025

–

133,780

–

133,780

LTIP 20253

25 March 2025

–

362,267

–

362,267

451,031

496,047

96,156

850,922

Trevor Carvey

DSBP 2022

25 March 2022

50,095

–

50,095

–

DSBP 2023

24 March 2023

26,500

–

13,247

13,253

DSBP 2024

25 March 2024

195,788

–

65,262

130,526

DSBP 2025

25 March 2025

–

156,407

–

156,407

272,383

156,407

128,604

300,186

The vesting dates for the DSBP awards are subject to CHL not being in a closed period and are as follows:

2022 award (for 2021 performance bonus) – vests 33.33% per year over a three-year period, being 25 March 2023, 25 March 2024 and 25 March 2025.

3 2023 award (for 2022 performance bonus) – vests 33.33% per year over a three-year period, being 24 March 2024, 24 March 2025 and 24 March 2026.

4 2024 award (for 2023 performance bonus) – vests 33.33% per year over a three-year period, being 25 March 2025, 25 March 2026 and 25 March 2027.

5 2025 award (for 2024 performance bonus) – vests 33.33% per year over a three-year period, being 25 March 2026, 25 March 2027 and 25 March 2028.

6 Vested awards are included in the Executive Directors’ shareholdings disclosed on the following page.

7 Elaine Whelan’s LTIP awards were calculated based on 250% of her base salary, which is below the maximum award level permitted under the provisions of the Remuneration Policy.

Conduit Holdings Limited | Annual Report 2025

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Financial Statements

Annual report on remuneration continued

Directors’ shareholdings

Details of the Directors’ interests in Common Shares are shown in the following table. Executive Directors are required to build and retain a holding of CHL shares equivalent to at least 300% of their

base salary.

as at 31 December 2025

Share awards

not subject to

subject to

Beneficially

performance

Beneficially

owned as at

conditions

owned as at

31 December

DSBP

LTIP

Guideline % of

Executive Director

1 January 2025

2025

(unvested1)

(unvested2)

base salary

Guideline met

Neil Eckert3

744,676

829,402

193,460

–

300%

Elaine Whelan

323,185

477,841

240,532

610,390

300%

Yes

Trevor Carvey4

605,557

884,161

300,186

300%

Yes

Share awards under the DSBP are calculated as up to 50% of the annual bonus award, with the number of shares calculated using the average of the share price at the close of the market over the five trading days prior

to the day that the award is granted. See page 86 for details.

Awards granted under the LTIP to Executive Directors have performance conditions attached. At the time of vesting, the final vesting details will be disclosed.

Neil Eckert’s beneficially owned Common Shares include 51,216 shares held by his spouse, Nicola Eckert. He met the shareholding guideline as at 1 January 2025. Following his appointment as CEO, he became non-compliant due to the higher salary applicable to that role.

He has until 1 April 2032 to achieve compliance.

Trevor Carvey's beneficially owned Common Shares include 4,022 shares owned by his spouse, Catherine Carvey. At the time Trevor Carvey ceased to be an employee and Director of the Company his shareholdings were 884,161. As a retired Executive Director, Trevor Carvey

is required to remain compliant with shareholding guidelines for two-years post-cessation of his employment with Conduit.

Beneficially

owned as at

31 December

Non-Executive Director1

1 January 2025

2025

Malcolm Furbert

8,000

Elizabeth Murphy

15,000

Ken Randall

55,000

Michelle Seymour Smith

20,000

Rebecca Shelley

4,088

Stephen Redmond

25,000

Nicholas Shott2

–

24,891

Non-Executive Directors do not receive an annual bonus and therefore do not participate in the DSBP.

Nicholas Shott was appointed to the Board on 4 November 2025. Beneficially owned shares for Nicholas Shott includes shares purchased by Deverill Consultancy Limited and William Shott, both being Persons Closely Associated (“PCA”) with Nicholas Shott.

Conduit Holdings Limited | Annual Report 2025

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Annual report on remuneration continued

Management Incentive Plan (“MIP”)

As previously disclosed, a share incentive plan, the MIP, was put in place prior to Admission for Neil Eckert and Trevor Carvey (the founders of Conduit) and other senior managers who are expected to make

key contributions to the success of Conduit from Admission. Upon appointment in January 2021, Elaine Whelan was awarded options over MIP Shares as disclosed below.

The table below sets out the respective MIP Share allocations for each of the Executive Directors at 31 December 2025:

USD MIP

GBP MIP

Percentage

Name

of MIP

Neil Eckert

45,000

45%

Trevor Carvey1

30,000

30%

Elaine Whelan2

5,000

Total

80,000

80%

Trevor Carvey will be entitled to his awards under the MIP, which will be pro-rated to the departure date at the time of vesting.

2 Elaine Whelan’s MIP award is in the form of a nil-cost option over MIP Shares.

No additional MIP awards can be granted. The MIP was facilitated by subscription for shares in Conduit MIP Limited (“CML”) (a direct subsidiary of CHL, which is an intermediate holding company of CRL).

Under the MIP, Executive Directors and other senior managers invited to participate subscribed for MIP Shares or were issued nil-cost options over MIP Shares in CML. Half of the MIP Shares are denominated

in pounds sterling (“GBP MIP Shares”) and half in US dollars (“USD MIP Shares”).

As disclosed in the 2024 Annual Report and Accounts, the first relevant anniversary date for calculation of the performance condition under the MIP was 7 December 2024 and at the time the performance

condition was not met, therefore no awards under the MIP vested or were exercised in 2024.

The second relevant anniversary date for calculation of the performance condition under the MIP was 7 December 2025. Again in 2025, the performance condition was not met, and therefore no awards

under the MIP vested or were exercised in 2025.

Tranches of MIP awards that do not meet the performance condition will roll forward for assessment at the next relevant anniversary date which is 7 December 2026. Subject to the terms of the MIP, if the

performance condition is satisfied at the relevant time, the MIP Shares will be exchanged automatically for Common Shares of CHL for an aggregate value equivalent of up to 15% of the excess of the Market

Value of CHL over and above the Invested Equity (“the Growth”). This equates to 7.5% of the Growth based on calculations in pounds sterling for the GBP MIP Shares and 7.5% of the Growth based on

calculations in US dollars for the USD MIP Shares.

If (1) the performance condition is satisfied for either or both of the GBP MIP Shares or the USD MIP Shares on each of the fourth, fifth, sixth and seventh anniversaries of Admission and (2) no takeover

of CHL or sale or liquidation of CML has taken place before any of those dates, one quarter of the relevant MIP Shares (delivering 1.875% of the Growth to the relevant shares) (each a Tranche) will be

automatically exchanged for such number of Common Shares of CHL as have an aggregate value (at the closing share price for the trading day immediately prior to the date of the exchange) equal to 1.875%

of the Growth at the date of the exchange. Whenever the performance condition has not been satisfied on the relevant anniversary date in respect of a Tranche, those MIP Shares which might otherwise have

been exchanged will not be exchanged and will automatically exchange at the next anniversary date on which the performance condition is satisfied. If the performance condition is satisfied, any MIP Shares

that have not automatically been exchanged for Common Shares of CHL before that date will on the effective date of any takeover of CHL or sale or liquidation of CML be exchanged (delivering the

remainder of the 7.5% of Growth for each of the USD MIP Shares and the GBP MIP Shares).

Conduit Holdings Limited | Annual Report 2025

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Annual report on remuneration continued

If on the seventh anniversary of Admission, the performance condition is not satisfied, all MIP Shares to be exchanged for Common Shares of CHL on that date will be redeemed for 1 pence (sterling) in

aggregate. Similarly, on a takeover of CHL or sale or liquidation of CML, if the performance condition is not satisfied, all of the MIP Shares will be redeemed for 1 pence (sterling) in aggregate. MIP Shares

are subject to customary leaver provisions and malus/clawback principles.

The performance condition for the MIP is the compound annual growth rate achieved by CHL’s shareholders on the date of the relevant exchange of MIP Shares for Common Shares of CHL must be equal

to or greater than 10% per annum. The performance condition is measured by reference to (1) any growth in CHL’s market capitalisation, (2) any dividends paid to common shareholders and (3) any other

returns of value to common shareholders. The performance condition is calculated on the initial capital raised at Admission then (and from the date of any future equity investment in Conduit on that equity)

to the date of the relevant exchange. It also takes into account the timing of any prior returns to holders of Common Shares. The performance condition will be calculated separately in US dollars for the USD

MIP Shares and pounds sterling for the GBP MIP Shares.

Assuming constant dividends and constant GB £ to US $ exchange rates, and accounting only for the share buybacks up to the latest anniversary date of 7 December 2025, the share price would need to

increase to approximately £6.78 by 7 December 2026 or to approximately £7.18 by 7 December 2027 for the performance condition to be met.

Performance graph and table

This graph below shows the value of £100 invested in CHL compared with the value of FTSE 250 (excluding Investment Trusts) since Admission.

CHL relative to FTSE 250 (7 December 2020 – 31 December 2025)

160

l CHL

l FTSE 250

140

120

£115.38

£109.44

100

£105.24

£99.50

£93.94

£87.59

7 Dec 2020

31 Dec 2020

31 Dec 2021

30 Dec 2022

29 Dec 2023

31 Dec 2024

31 Dec 2025

Conduit Holdings Limited | Annual Report 2025

Strategic Report

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Financial Statements

Annual report on remuneration continued

CEO single figure of remuneration

The table below shows the pay information of the CEO (in $000).

Neil Eckert

Trevor Carvey

20251

20252

2024

2023

2022

2021

2020

CEO total remuneration

$1,004

$358

$2,829

$3,830

$1,699

$2,649

$606

Actual bonus as a % of maximum

46.2

n/a

55.3

100

n/a

Actual share award vesting as % of the maximum

n/a

Neil Eckert was appointed CEO effective 31 March 2025 upon the retirement of Trevor Carvey. For the purposes of this table, reported figures do not match the Single Figure of Remuneration table on page 81 as the remuneration for Neil Eckert has been pro-rated for only his time in

office as CEO for 2025. This figure also does not include the payments made during 2025 to Neil Eckert in relation to prior year back-dated contractual pension contributions.

Trevor Carvey was the CEO from 2020 until he retired as CEO and Executive Director on 31 March 2025. For the purposes of this table, his numbers have been pro-rated to account for only his time actively in office as CEO for 2025 and do not include any of the payments disclosed

on page 87 relating to his loss of office payments.

Trevor Carvey and Neil Eckert do not hold any awards under the LTIP and there has been no vesting under the MIP and therefore have no vesting to report.

Relative importance of the spend on pay

The table below shows Conduit’s expenditure on employee pay compared with distributions to shareholders for the period under review.

Percentage change

2025

2024

2023

2022

2021

2020

2024 v. 2025

Distributions to shareholders

– %

59.4

59.3

29.7

n/a

Total employee pay

11.8 %

46.6

41.7

31.8

22.3

19.0

n/a

Conduit Holdings Limited | Annual Report 2025

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Financial Statements

Annual report on remuneration continued

CEO pay ratio

All of Conduit’s employees are based in Bermuda, with fewer than 250 employees globally. As a result, there is no legal requirement to publish a CEO pay ratio.

However, Conduit voluntarily reports the CEO pay ratio in line with its commitment to high standards of corporate governance. The CEO pay ratios have been calculated using Conduit’s total employee base

as at 31 December in each respective year since 2022.

Calculation

method

2025 1

2024

2023

2022

25th percentile Total Pay Ratio

13:1

14:1

24:1

14:1

Median Total Pay Ratio

8:1

9:1

15:1

9:1

75th percentile Total Pay Ratio

5:1

6:1

9:1

4:1

For 2025, the remuneration for the CEO used to calculate the CEO pay ratio is the remuneration paid to Neil Eckert for the year.

The table above sets out the single figure of remuneration for the CEO as compared with the single figure of remuneration of employees at the 25th percentile, median and 75th percentile.

Conduit uses methodology A and defines the population as all Conduit employees employed at the close of the financial year, excluding contractors, to calculate the total annual remuneration. Total annual

remuneration is defined and calculated on the same basis used for the Executive Directors in the single figure of remuneration. This methodology was selected as it is considered the most accurate calculation

method for the ratio calculations.

25th percentile pay ratio

Median pay ratio

75th percentile pay ratio

Total remuneration

($)

Base salary ($)

($)

Base salary ($)

($)

Base salary ($)

2025

182,887

121,193

298,610

183,322

460,649

283,395

13:1

7:1

8:1

5:1

3:1

2024

197,390

156,818

301,378

222,789

498,036

275,000

14:1

6:1

9:1

4:1

6:1

3:1

Conduit Holdings Limited | Annual Report 2025

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Annual report on remuneration continued

Percentage change in remuneration

Given that Conduit was incorporated on 7 December 2020 and was therefore listed for less than a month in 2020 following Admission, a year-on-year comparison in remuneration for 2020 versus 2021 is

of limited use. As previously noted, market-loss events and mark-to-market unrealised losses on investments had a negative impact on remuneration in 2022 as disclosed in the single figure of remuneration

disclosure (presented in thousands) in the 2022 Annual Report and Accounts. The year-on-year percentage changes in remuneration for the Executive Directors and fees for Non-Executive Directors is

disclosed below. The percentage change in remuneration for employees of Conduit represent all the total employee compensation costs, inclusive of equity-based compensation charges, for the respective

years as disclosed in note 7 of the financial statements on page 145.

Percentage change in remuneration table

20254

20244

20234

20224

2021

Salary/

Executive Directors

fees

Benefits

Bonus

fees

Benefits

Bonus

fees

Benefits

Bonus

fees

Benefits

Bonus

Neil Eckert1,2

45.3

21,500.03

21.5

5.0

4.4

-38.1

3.0

-9.5

415.0

3.0

-3.0

-66.6

n/a

Elaine Whelan5

4.9

28.8

-17.2

5.0

10.9

-32.1

3.0

1.6

370.9

8.9

13.8

-63

n/a

Non-Executive Directors

Malcolm Furbert

2.8

n/a

4.8

n/a

Elizabeth Murphy

2.6

n/a

4.4

n/a

Ken Randall

8.6

n/a

4.0

n/a

Michelle Seymour Smith6

2.8

n/a

4.8

n/a

1.7

n/a

312.5

n/a

Rebecca Shelley7

87.9

n/a

182.9

n/a

46.1

n/a

Stephen Redmond8

58.4

n/a

72.6

n/a

Nicholas Shott9

18.0

n/a

Former Executive Directors

Trevor Carvey10

-18.0

-28.0

-100

5.0

6.2

-42.0

3.0

6.3

449.3

3.0

3.5

-67.9

n/a

Employees of the parent company

n/a

Employees of the Group

14.8

22.5

-18.5

14.4

69.9

4.6

14.2

26.5

252.1

52.0

55.4

-59.3

n/a

From 1 January to 30 September 2023, Neil Eckert was employed via service agreements split between CHL and CRSL, to delineate his duties. All salary and benefits payable through CRSL as a result of this arrangement were converted from US dollars into pounds sterling for each

monthly payroll. These conversions are reflected in the 2024 year-on-year percentage change for Neil. From 1 October 2024, Neil’s service agreement was wholly with CHL as CRSL was closed.

Neil Eckert was appointed CEO effective 31 March 2025, after the retirement of Trevor Carvey. His numbers have been pro-rated and reflect both his time as Executive Chair and his time in office as CEO for 2025.

3 This increase is driven by Neil’s change in role and becoming Bermuda-based, with the main change being the introduction of a Housing allowance of $17,500 per month.

4 Previous year increases in benefits have been restated as they previously incorrectly included dividend equivalents on deferred bonus awards.

5 Elaine Whelan was appointed on 14 January 2021, and her pay and benefits for 2021 were pro-rated. This accounts for the above noted 8.9% base salary change from 2022 against the pro-rated 2021 year.

6 Michelle Seymour Smith was appointed to the Board on 15 September 2021. Her fees for 2021 were pro-rated for her time as a Director and the year-on-year percentage change for 2022 reflects a full year against the pro-rated prior year.

7 Rebecca Shelley was appointed to the Board on 24 July 2023. Her fees for 2023 represent her time as a Director. Rebecca Shelley was appointed SID from February 2024 and Chair of the Remuneration Committee from May 2024, and her fees reflect these additional appointments

in 2024. On 14 May 2025, Rebecca Shelley was appointed as Interim Chair. Her fees paid for 2025 are presented pro-rated to reflect her additional appointment in 2025.

8 Stephen Redmond was appointed to the Board on 14 May 2024. His fees paid for 2024 are presented pro-rated to reflect his time served as a Director.

9 Nicholas Shott was appointed to the Board on 4 November 2025. His fees paid for 2025 are presented pro-rated to reflect his time served as a Director.

10 Trevor Carvey retired as CEO and Executive Director on 31 March 2025. His numbers do not include any of the payments disclosed on page 87 relating to his loss of office payments.

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Annual report on remuneration continued

External advisers

Since 2022, the Committee has retained Alvarez & Marsal Holdings LLP (“A&M”) as its specialist remuneration adviser. A&M has no other connection with Conduit or with any individual Director. It is a member

of the Remuneration Consultants’ Group and a signatory to its Code of Conduct, which requires that advice be objective and independent. The Committee is satisfied that the advice received during the year

met these standards. Fees paid to A&M in 2025 totalled $105,825.45 (2024: $87,531), on a time-and-materials basis.

Statement of shareholder voting

The 2024 Annual Report on Remuneration was submitted to a vote of shareholders at Conduit’s 2025 AGM held 14 May 2025. The current Remuneration Policy was submitted to a vote of shareholders at

Conduit’s 2024 AGM held on 15 May 2024. Disclosure of the voting results at the relevant AGM’s is presented below.

Vote to approve 2024 Annual

Vote to approve

Report on Remuneration

Remuneration Policy

(at the 2025 AGM)

(at the 2024 AGM)

Total number

% of votes

Total number

% of votes

of votes

cast

of votes

cast

For

126,162,140

99.36

96,719,933

81.77

Against

818,400

0.64

21,559,064

18.23

Total

126,980,540

100.0

118,278,997

100.0

Abstentions

–

9,066,625

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Annual report on remuneration continued

Implementation of Remuneration Policy for 2026

We disclose here the remuneration approach implemented for Executive Director and senior

management remuneration in 2026. Given Conduit’s location in Bermuda, the primary talent markets

where employees are sourced is in Bermuda, Europe and the US, which means that there may be

times where these markets will dictate the remuneration and benefit provisions to ensure Conduit

remains an employer of choice to the candidates being sought.

Salary increases across Conduit

When setting salaries for the Executive Directors for 2026, market conditions and benchmarking,

along with retention risk were factored into the decisions. Increases of 3.0% were applied for the

CEO and CFO.

Across the wider workforce for Conduit, base salary increases for staff eligible for the 1 January 2026

review were 3.0%. When including adjustments for promotions or market alignment, for the eligible

workforce population excluding Executive Directors, the average increase salary increase was 3.2%.

All salary increases are with effect from 1 January 2026 and for Executive Directors are as follows:

Executive Director

2026 salary

2025 salary

Neil Eckert1

$963,785

$935,714

Elaine Whelan

$704,768

$684,241

The 2024 Annual Report and Accounts stated a 2025 salary of $619,910 which he received for January to March 2025. Upon appointment

as CEO, Neil Eckert’s remuneration package was adjusted in-line with the retired CEO’s package at the time of retirement. The 2025 salary

disclosed above reflects Neil’s CEO full-time salary.

Housing allowances

Housing allowances (which apply to the Bermuda-based Executive Directors only) remain unchanged

from the prior year for the CEO and the CFO:

2026

2025

Monthly

Annual

Monthly

Annual

housing

Executive Director

allowance

Neil Eckert

$17,500

$210,000

$17,500

$210,000

Elaine Whelan

$15,000

$180,000

$15,000

$180,000

Bonus target and maximum parameters

Current bonus target and maximum opportunities for the Executive Directors also remain unchanged

from the prior year. They are as follows:

2026

2025

Maximum

Executive Director

Bonus target

bonus

Bonus target

bonus

Neil Eckert

150%

300%

150%

300%

Elaine Whelan

150%

300%

150%

300%

For the 2026 bonus scheme for Executive Directors, 75% will be subject to financial performance

based on RoE and 25% will be subject to personal performance towards delivery of key strategic

objectives. The target RoE generated by the annual business plan process is considered when setting

the appropriate targets for calculating the financial element of target bonuses, with actual bonus

payments calculated subject to a range of RoE levels. A minimum RoE financial performance hurdle

applies before any bonus is payable. The Remuneration Committee believes that these targets are

suitably challenging for Conduit’s operations. Details of the targets will be disclosed retrospectively

in next year’s Annual Report on Remuneration. Up to half of any bonus award will be deferred into

Common Shares. Consistent with best practice, malus and clawback provisions will apply.

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Annual report on remuneration continued

Other benefits

Other market-typical benefits for Executive Directors working in Bermuda have been provided,

including normal health and welfare benefits, housing allowances and travel allowances, and

Conduit’s payment of the employee’s obligations for Bermuda payroll taxes and social insurance.

Pension

The Executive Directors’ pension provision for 2026 continues to be aligned with that of the broader

workforce at 10% of pensionable earnings. Executive Directors may elect to take cash in lieu of

pension, subject to compliance with applicable law.

Long-term incentives

Executive Directors participated in the MIP, which was put in place pre-IPO and no further awards

will be made under this.

As set out in the Remuneration Committee’s Chair Statement, it is intended that awards under the

LTIP will be made in March 2026 to the CEO and CFO at 250% of salary (in line with the previous

award to the CFO and below the maximum of 300% of salary allowed under the Policy).

The two financial performance conditions relevant to the long-term incentive awards are noted on

page 87.

Committee discretion with regards to LTIP vesting

If any year within the award-vesting assessment produces a return that the Committee believes is

significantly worse than competitors and reflects poor management decisions, the Committee will

use its discretion to determine the extent to which any relevant element of the LTIP award shall vest

fully (or to any lesser extent) based on the performance over the full three-year period.

Non-Executive Director Fees

The Non-Executive Directors’ basic fee will remain at $85,000 per annum for 2026, however there

is a planned review of fees to take place in 2026, in line with the Policy to review Non-Executive

Director fees at least every two years. Additional annual fees are payable to Non-Executive Directors

in respect of membership of Board Committees of $15,000 per committee and $25,000 for

appointment as Chair of a committee (and $15,000 for appointment as SID) will also remain the same.

The Non-Executive Directors do not participate in incentive schemes. A fee of $25,000 per annum

is also payable in respect of Non-Executive Director appointment to the CRL board.

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

Directors’ Report

The Directors of CHL present their report for the year ended 31 December 2025. This report includes

Board of Directors

the additional information required to be disclosed under the DTR of the UK FCA. Certain information

The Directors of the Company who served during the financial year and through to the date of this

included in the Strategic Report, the Corporate Governance Report, the Audit Committee Report, the

report are listed on page 54.

Nomination Committee Report and the Directors’ Remuneration Report is incorporated by reference

into the Directors’ Report in addition to the following topics.

Biographies are set out on pages 45 to 49.

Overview

CHL was incorporated in Bermuda on 6 October 2020 under registration number 55936 and has three

subsidiaries incorporated in Bermuda: CML, an incentive-related entity (registration number 56057),

CRL, the main operating company of Conduit (registration number 55937) and CSL, a services

company (registration number 56189).

Conduit Reinsurance Services Limited (CRSL), a services company registered in England (registration

number 12947450) and wholly-owned by CHL, ceased operation on 30 September 2024 and

was dissolved by way of a members voluntary striking-off procedure which was completed on

14 January 2025.

All of CHL’s Common Shares are admitted to the EST category of the Official List of the UK FCA

and admitted to trading on the LSE’s main market for listed securities.

Principal activity

Conduit’s principal activity, conducted through its main operating subsidiary CRL, is to provide

reinsurance products and services to its clients worldwide.

Principal risks and financial internal controls and risk management

Conduit’s principal risks and a description of the risk management framework and governance are

set out in the Enterprise Risk Management Report on pages 25 to 31; information regarding financial

internal controls and risk management is set out in note 3 of the consolidated financial statements.

Dividends

On 29 July 2025, the Board declared an interim dividend of $0.18 (approximately £0.13 pence)

per Common Share resulting in an aggregate payment of $29.7 million to shareholders.

On 17 February 2026, Conduit’s Board of Directors declared a final dividend for 2025 of

$0.18 (approximately £0.13) per Common Share, which will result in an aggregate payment

of $29.2 million to shareholders.

Insurance and indemnification

Conduit purchases insurance to cover the Directors and officers against their costs in defending

themselves in civil proceedings taken against them in that capacity and in respect of damages

resulting from the unsuccessful defence of any proceedings.

The bye-laws of the Company also provide that the Company shall, to the extent permitted by law,

indemnify the Directors in respect of their acts and omissions and that the Company shall advance

funds to Directors for their defence costs. The indemnity provisions set out in the bye-laws were

in force during the financial year. Insurance and indemnity arrangements will not provide cover

where the Director has acted fraudulently or dishonestly.

Recent developments

Recent developments are discussed on page 164.

Stakeholder engagement

A review of the Company’s engagement with stakeholders is set out in the Section 172 Statement on

page 41.

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

100

Directors’ Report continued

Diversity and inclusion

A discussion of Diversity and Inclusion is set out in the Nomination Committee Report on page 60

to 61.

Compliance with the Code

A review of the Company’s compliance with The UK Code is set out on

pages 53 to 57.

Sustainability

The summary from page 34 provides an overview of Conduit’s approach to being a sustainable

and responsible business, including charity contributions and climate risk management.

Carbon emissions

Details of Conduit's carbon emissions for 2025 can be found on page 40 of this report.

Political donations

No political donations were made by Conduit in the year ended 31 December 2025, nor in 2024.

Share capital

Details of the structure of the Company’s share capital and changes in the share capital during the

year are disclosed in note 17 to the consolidated financial statements. The Common Shares are the

only class of shares of Conduit presently in issue carrying voting rights. There are no nil or partly paid

shares in issue. All Common Shares rank pari passu in all respects, there being no conversion or

exchange rights attaching thereto and all Common Shares have equal rights to participate in capital,

dividend and profit distributions by Conduit. The Common Shares are freely transferable and there are

no restrictions on transfer, except as set out in the bye-laws or as may from time to time be imposed

by law and regulations.

Bye-law amendments

A copy of the Company’s bye-laws is available for inspection on Conduit’s website and at Conduit’s

registered office. Changes to Conduit’s bye-laws are governed by Bye-law 84, the text of which is

repeated here in full:

“84.1 Subject to Bye-law 84.2, no bye-law shall be rescinded, altered or amended and no new bye-law

shall be made until the same has been approved by a resolution of the Board and by a resolution of

the Members.

84.2 Bye-laws 43, 44, 45, 47, 84 and 86 shall not be rescinded, altered or amended and no new bye-

law shall be made which would have the effect of rescinding, altering or amending the provisions of

such bye-laws, until the same has been approved by a resolution of the Board including the affirmative

vote of not less than 66% of the Directors then in office and by a resolution of the members including

the affirmative vote of not less than 66% of the votes attaching to all shares in issue.”

Shareholder Authority to Purchase Own Shares

At the 2025 AGM, shareholders authorised the Company to purchase up to 16,523,999 of its own

Common Shares (approximately 10% of the issued share capital as at 8 April 2025). The authority

permits market purchases at a minimum price of US$0.01 per share and a maximum price determined

by the higher of: (i) 105% of the five-day average middle-market price; and (ii) the last independent

trade price or the highest current independent bid, in each case as published by the London Stock

Exchange. The authority will expire at the conclusion of the 2026 AGM or at 6:00 p.m. Bermuda Time

on 14 August 2026, whichever is earlier, although contracts entered into before expiry may be

completed afterwards.

In May 2025, the Company initiated a US$50 million share Buyback Programme to be executed within

this authority, with repurchased shares held in treasury. The programme runs from 19 May 2025 until

the earlier of the 2026 AGM and 14 August 2026, unless terminated earlier.

Purchase of shares by the Employee Benefit Trust

CHL established an EBT during the second quarter of 2022 with the sole purpose of managing the

equity incentives granted to executives and employees of Conduit (other than the MIP).

In 2025 the EBT continued to make on-market purchases of the Company’s Common Shares.

The Common Shares held in the Conduit EBT are intended to be used for the benefit of employees

under Conduit’s variable incentive schemes.

Further details of the shares held by, and the purchases made by, the Conduit EBT are set out in note

22 to the consolidated financial statements on page 163.

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

101

Directors’ Report continued

Directors’ interests

Directors’ beneficial interests in Conduit’s Common Shares as of 31 December 2025, including interests notified to Conduit in respect of Directors’ closely associated persons within the meaning of the Market

Abuse Regulation (MAR) were as follows:

Common

Shares held

as of

31 December

Directors

2025

2024

Neil Eckert, CEO

829,4021

744,6762

Elaine Whelan, CFO

477,841

323,185

Rebecca Shelley, Interim Chair and Independent Non-Executive Director

4,088

Ken Randall, Senior Independent Director

55,000

Malcolm Furbert, Independent Non-Executive Director

8,000

Elizabeth Murphy, Independent Non-Executive Director

15,000

Stephen Redmond, Independent Non-Executive Director

25,000

Michelle Seymour Smith, Independent Non-Executive Director

20,000

Nicholas Shott, Independent Non-Executive Director

24,8913

–

1 Includes 49,336 shares owned by Neil Eckert’s spouse, Nicola Eckert.

2 Includes 43,104 shares owned by Neil Eckert’s spouse, Nicola Eckert.

3 Beneficially owned shares for Nicholas Shott include shares purchased by Deverill Consultancy Limited and William Shott, both being Persons Closely Associated (“PCA”) with Nicholas Shott.

Conduit Holdings Limited | Annual Report 2025

Strategic Report

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Financial Statements

102

Directors’ Report continued

Shareholding guidelines require Executive Directors to build and maintain a shareholding in Company

of 300% of salary while in post. Where not met, any portion of future bonuses that are paid in shares

and other share awards or purchases will accumulate until this requirement is met. Further details are

set out in the Remuneration Policy on page 76 and in the table on page 90. As at 31 December 2025.

Elaine Whelan met the shareholding requirement set for Executive Directors. Following his

appointment as CEO, Neil Eckert became non-compliant due to the higher salary applicable to

that role. He has until 1 April 2032 to achieve compliance.

Major shareholdings

As at 23 February 2026 the Company had been notified (via forms TR-1: Standard form for notification

of major holdings in accordance with DTR 5.3.1R(1)) of the following interests of 5% or more in the

voting rights in its Common Shares.

Number

% of shares

of shares

notified per

Shareholder

23 February 2026

Form TR11

FIL Limited

21,275,948

13.01

Asúa Inversiones, S.L.

16,379,653

10.04

Lancaster Investment Management LLP

8,874,981

5.39

Perpetual Limited

8,599,665

5.22

Zedra Trust Company (Guernsey) Limited2

8,262,000

5.00

Percentage as at date of notification.

Zedra Trust Company (Guernsey) Limited is the independent trustee of CHL’s EBT (“the Trustee”).

Unless specifically directed by CHL, the EBT Trustee shall abstain from exercising its voting rights over the Common Shares held by the

EBT at any general meeting of CHL. If CHL directs that the EBT Trustee may vote, CHL cannot direct the manner in which the EBT Trustee

exercises its votes.

Going concern and viability statement

A review of the financial performance of Conduit is set out on pages 21 to 24. The financial position

of Conduit, including its cash flows and its borrowing facilities, are included in the financial statements

starting on page 105. Conduit is well capitalised and has a well-balanced book of business.

The Board will consider Conduit’s strategic plan for the business annually on a rolling basis using a

three- to five-year time horizon. This period aligns to Conduit’s liabilities and business model, allowing

Conduit to adapt capital and solvency quickly in response to market cycles, events and opportunities.

The Board conducted its annual review of strategy in 2025 and updated Conduit’s planning over

a three- to five-year time horizon, taking into account perspectives on the external business

environment and the principal risks and material uncertainties affecting Conduit and examining how

Conduit’s capital and operational capacity can best be aligned to support Conduit’s objectives over

the planning horizon. Further information on Conduit’s principal risks can be found on pages 27 to 31.

The risk disclosures section of the consolidated financial statements on pages 124 to 141 sets out the

principal risks to which Conduit is exposed, including reinsurance risk, market risk, liquidity risk, credit

risk, operational risk and strategic risk, together with Conduit’s policies for monitoring, managing and

mitigating its exposures to these risks. As part of the consideration of the appropriateness of adopting

the going concern basis, Conduit uses stress and scenario analysis, and testing, to assess the

robustness of Conduit’s solvency and liquidity positions. To make the assessment, Conduit analysed

and tested a number of scenarios individually and in combination, including applying reverse stress

tests. The Board considers an aggregated occurrence of all these scenarios to be remote and that

under the assessed scenarios Conduit remained adequately capitalised.

The Audit Committee also considered a formal going concern analysis from management at its

November 2025 meeting (for further details, see page 66 in the Audit Committee Report).

After reviewing Conduit’s strategy, budgets and medium-term plans, and subject to

the principal risks faced by the business, the Board has a reasonable expectation that Conduit has

adequate resources to continue in operational existence through the period to 31 December 2026.

For this reason, the Board continues to adopt the going concern basis in preparing the accounts.

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

103

Directors’ Report continued

Disclosure of information to the auditors

Each of the persons who is a Director at the date of approval of this Annual Report and Accounts

confirms that:

•

so far as the Director is aware, there is no relevant audit information of which the Company’s

auditors are unaware; and

•

the Director has taken all the steps that he or she ought to have taken as a Director in order to make

himself or herself aware of any relevant audit information and to establish that the Company’s

auditors are aware of that information.

Auditors

KPMG Audit Limited has expressed its willingness to remain in office and the Audit Committee has

recommended its reappointment to the Board.

A resolution to reappoint the auditors and to authorise the Directors to determine their remuneration

will be proposed at the Company’s AGM.

Powers of Directors

The powers given to the Directors are contained in the Company’s bye-laws and are subject to

relevant legislation and, in certain circumstances (including in relation to the issuing and repurchasing

by Conduit of its shares), approval by shareholders in a general meeting.

At the AGM in 2025, the Directors were granted authorities to allot and issue shares and to make

market purchases of shares.

Appointment and replacement of Directors

The appointment and replacement of Directors is governed by the Company’s bye-laws and

the Bermuda Companies Act 1981 and related legislation. In accordance with The UK Corporate

Governance Code, all Directors will stand for annual re-election.

Annual General Meeting

The 2026 AGM will be held at 10:00 a.m. Bermuda Time on Wednesday, 13 May 2026 at Conduit’s

headquarters at Ideation House, 94 Pitts Bay Road, Pembroke, Bermuda. The Notice of the AGM will

be sent to shareholders in a separate circular. The deadline for submission of proxies will be 20 hours

before the meeting.

Approved by the Board of Directors and signed on behalf of the Board

Greg Lunn

Company Secretary

25 February 2026

Conduit Holdings Limited | Annual Report 2025

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Financial Statements

104

Directors’ Responsibilities Statement

The Board is responsible for preparing the Annual Report and Conduit’s consolidated financial

statements in accordance with applicable law and regulations. Our responsibilities include ensuring

that the Company maintains proper accounting records which disclose with reasonable accuracy

the financial position of the Company and that the financial statements present a fair view for each

financial period.

Legislation in Bermuda governing the preparation and dissemination of the consolidated financial

statements may differ from legislation in other jurisdictions.

Directors’ confirmations

We confirm that we consider the Annual Report and Accounts, taken as a whole, is fair, balanced and

understandable, and provides the information necessary for shareholders to assess the Company’s

and Conduit’s position, performance, business model and strategy.

Further, we confirm that to the best of our knowledge:

•

the consolidated annual financial statements are prepared on a going concern basis in accordance

with IFRS as issued by the IASB. Conduit’s management determine appropriate measurement

bases, to provide the most useful information to users of the consolidated financial statements,

providing a true and fair view of the assets, liabilities, financial position and profit or loss

of Conduit; and

•

the Strategic Report on pages 3 to 42 which serves as the management report, includes a fair

review of the development and performance of the business and position and the undertakings

included in the consolidation taken as a whole, together with a description of the principal risks

and uncertainties they face.

The audited consolidated financial statements were approved for issue on 25 February 2026 and

the Directors responsible for authorising the responsibility statement on behalf of the Board are:

Neil Eckert

Elaine Whelan

Executive Director

and CEO

and CFO

25 February 2026

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

105

Financial

Statements

In This Section:

Independent Auditor’s Report

106

Consolidated statement of comprehensive income

112

Consolidated balance sheet

113

Consolidated statement of changes in shareholders’ equity

114

Statement of consolidated cash flows

115

Notes to the consolidated financial statements

116

Additional performance measures

165

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

106

Independent Auditor’s report

KPMG Audit Limited

Telephone

441 295 5063

Crown House

Fax

441 295 9132

4 Par-la-Ville Road

Internet

www.kpmg.bm

Hamilton

HM 08

Bermuda

Independent Auditor’s report

To the Shareholders and Board of Directors of Conduit Holdings Limited

Report on the audit of the Consolidated Financial Statements

Opinion

We have audited the consolidated financial statements of Conduit Holdings Limited (“the Company”)

and its subsidiaries (the “Group”), which comprise the consolidated balance sheet as at 31 December

2025, the consolidated statements of comprehensive income, changes in shareholders’ equity and

cash flows for the year then ended, and notes, comprising material accounting policies and other

explanatory information.

In our opinion, the accompanying consolidated financial statements present fairly, in all material

respects, the consolidated financial position of the Group as at 31 December 2025, and its

consolidated financial performance and its consolidated cash flows for the year then ended in

accordance with International Financial Reporting Standards (IFRS) Accounting Standards as issued

by the International Accounting Standards Board (IFRS Accounting Standards).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our

responsibilities under those standards are further described in the Auditor’s responsibilities for the

audit of the Consolidated Financial Statements section of our report. We are independent of the

Group in accordance with the International Ethics Standards Board for Accountants’ International

Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA

Code) together with the ethical requirements that are relevant to our audit of the consolidated

financial statements of public interest entities in Bermuda, and we have fulfilled our other ethical

responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit

evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance

in our audit of the consolidated financial statements of the current period. These matters were

addressed in the context of our audit of the consolidated financial statements as a whole, and in

forming our opinion thereon, and we do not provide a separate opinion on these matters.

Conduit Holdings Limited | Annual Report 2025

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Financial Statements

107

Independent Auditor’s report continued

Valuation of components of the liability for incurred claims (“LIC”)

(2025: Reinsurance contract liabilities include a liability for incurred claims of $1,366.2 million, $1,316.1 million net of ceded asset for incurred claims.

2024: Liability for incurred claims of $978.0 million, $936.8 million net of ceded asset for incurred claims)

Refer to the Audit committee report on pages 62 – 67 and the following in the notes to the consolidated financial statements: note 2 ‘Material accounting policies’, note 3 ‘Risk disclosures’ and note 15

‘Reinsurance contracts’.

Conduit Holdings Limited | Annual Report 2025

Independent Auditor’s report continued

The risk

A significant estimate made by management is the estimation of the LIC. The LIC is derived from the

estimated fulfilment cash flows relating to outstanding claims and claim expenses already incurred

but not yet paid and incurred but not reported losses (IBNR). In addition, an explicit risk adjustment

for non financial risk is applied. The fulfilment cash flows for incurred claims are discounted using

current discount rates at each reporting date.

Subjective valuation

The valuation of the LIC is a complex process which incorporates a significant amount of judgement

with high estimation uncertainty in setting assumptions such as initial expected loss and loss

adjustment expense ratios (loss ratios), claim development patterns, estimates for large loss events

and catastrophe (CAT) events and a risk adjustment.

Amounts recoverable from reinsurers are estimated using the same methodology and judgements

as for the underlying liabilities.

Cash flows for IBNR reserves are estimated initially using expected loss ratios which are selected

based on information derived by the Group’s underwriters and actuaries during the initial pricing of

the business. The estimates used may be revised as additional experience or other data becomes

available. As actual loss information is reported, and the Group develops its own loss experience,

management will use various actuarial methods as well as a combination of management’s

judgement and experience, historical reinsurance industry loss experience and estimates of pricing

adequacy trends to estimate cash flows for IBNR.

As such, we determined that the LIC has a higher degree of estimation uncertainty specifically

around the estimation of IBNR.

Strategic Report

Corporate Governance

Financial Statements

108

Our response

Our procedures included:

Control design and implementation:

•

We evaluated the design and implementation of the Group’s key controls regarding review and

approval of the LIC. We performed the tests below rather than seeking to rely on any of the

Group’s controls because the nature of the balance is such that we would expect to obtain audit

evidence primarily through the detailed procedures described.

Assessing valuer’s credentials:

•

We evaluated the competence, capabilities and objectivity of the Group’s internal

and independent experts;

•

We (together with our own valuation specialists) performed enquiries of these experts

to understand their processes and models.

Assessment of assumptions and methodology:

•

We used our own valuation specialists in assessing and challenging the reasonableness of the

methods and assumptions utilised by the Group’s experts (on a gross and net of ceded

reinsurance basis) – including the assessment of selected loss ratios, claim development patterns,

reserves held for specific large loss and catastrophe (CAT) events and the risk adjustment applied.

Assessing observable inputs:

•

On a sample basis, we agreed the underlying data utilised in the actuarial analyses to accounting

records.

•

We agreed a sample of cedant CAT loss estimates to supporting documentation as these formed

the basis of reserving for certain CAT events.

Assessing transparency:

•

We evaluated the adequacy of the Group’s disclosures on the LIC in accordance with the

requirements of relevant accounting standards.

Conduit Holdings Limited | Annual Report 2025

Strategic Report

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Financial Statements

109

Independent Auditor’s report continued

Other information

Management is responsible for the other information. The other information comprises the Annual

Report but does not include the consolidated financial statements and our auditor’s report thereon.

Except as described in the Report on Other Legal and Regulatory Requirements section of our

report, our opinion on the consolidated financial statements does not cover the other information

and we do not express any form of assurance conclusion thereon as part of our engagement to audit

the consolidated financial statements. We have performed an assurance engagement on selected

Greenhouse Gas emissions that forms part of the other information and provided a separate

assurance practitioner’s conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the

other information and, in doing so, consider whether the other information is materially inconsistent

with the consolidated financial statements or our knowledge obtained in the audit, or otherwise

appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this

other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of management and those charged with governance for the consolidated

financial statements

Management is responsible for the preparation and fair presentation of the consolidated financial

statements in accordance with IFRS Accounting Standards and for such internal control as

management determines is necessary to enable the preparation of consolidated financial statements

that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the

Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going

concern and using the going concern basis of accounting unless management either intends to

liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Group’s financial

reporting process.

Auditor’s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial

statements as a whole are free from material misstatement, whether due to fraud or error, and to

issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,

but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material

misstatement when it exists. Misstatements can arise from fraud or error and are considered material

if, individually or in the aggregate, they could reasonably be expected to influence the economic

decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgement and maintain

professional skepticism throughout the audit. We also:

•

Identify and assess the risks of material misstatement of the consolidated financial statements,

whether due to fraud or error, design and perform audit procedures responsive to those risks, and

obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk

of not detecting a material misstatement resulting from fraud is higher than for one resulting from

error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the

override of internal control.

•

Obtain an understanding of internal control relevant to the audit in order to design audit procedures

that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the

effectiveness of the Group’s internal control.

•

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting

estimates and related disclosures made by management.

•

Conclude on the appropriateness of management’s use of the going concern basis of accounting

and, based on the audit evidence obtained, whether a material uncertainty exists related to events

or conditions that may cast significant doubt on the Group’s ability to continue as a going concern.

If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s

report to the related disclosures in the consolidated financial statements or, if such disclosures are

inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to

the date of our auditor’s report. However, future events or conditions may cause the Group to cease

to continue as a going concern.

•

Evaluate the overall presentation, structure and content of the consolidated financial statements,

including the disclosures, and whether the consolidated financial statements represent the

underlying transactions and events in a manner that achieves fair presentation.

Conduit Holdings Limited | Annual Report 2025

Strategic Report

Corporate Governance

Financial Statements

110

Independent Auditor’s report continued

We communicate with those charged with governance regarding, among other matters, the planned

scope and timing of the audit and significant audit findings, including any significant deficiencies in

internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with

relevant ethical requirements regarding independence, and communicate with them all relationships

and other matters that may reasonably be thought to bear on our independence, and where

applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters

that were of most significance in the audit of the consolidated financial statements of the current

period and are therefore the key audit matters. We describe these matters in our auditor’s report

unless law or regulation precludes public disclosure about the matter or when, in extremely rare

circumstances, we determine that a matter should not be communicated in our report because the

adverse consequences of doing so would reasonably be expected to outweigh the public interest

benefits of such communication.

Report on other legal and regulatory requirements

Directors’ remuneration report

The Group voluntarily prepares an annual report on remuneration in accordance with the provisions

of the United Kingdom (UK) Companies Act 2006. The Directors have engaged us to audit the

part of the annual report on remuneration specified by the UK Companies Act 2006 to be audited

as if the Company were a UK registered company.

In our opinion the part of the Directors’ Remuneration Report to be audited has been properly

prepared in accordance with the UK Companies Act 2006, as if those requirements applied to

the Company.

Corporate governance statement

We have been engaged to review the part of the corporate governance statement on pages 53 to 57

relating to the Group’s compliance with the provisions of the UK Corporate Governance Code that

would be specified by the Listing Rules of the UK’s Financial Conduct Authority for our review if the

Group had an Equity Shares (Commercial Companies) (ESCC) category listing on the London Stock

Exchange. We have nothing to report in this respect.

In addition, the Directors have engaged us to review their statements on going concern and the

longer-term viability on page 102 as if the Company was a UK registered company with an ESCC

listing on the London Stock Exchange. Our review was substantially less in scope than an audit and

only consisted of making inquiries and considering the Directors’ process supporting their statements.

Based on the knowledge we acquired during our audit of the consolidated financial statements,

we have nothing material to add or draw attention to in relation to:

•

the directors’ confirmation within the longer-term viability statement on page 102 that they have

carried out a robust assessment of the emerging and principal risks facing the Group, including

those that would threaten its business model, future performance, solvency or liquidity;

•

the directors’ explanation in the longer-term viability statement page 102 as to how they have

assessed the prospects of the Group, over what period they have done so and why they consider

that period to be appropriate, and their statement as to whether they have a reasonable

expectation that the Group will be able to continue in operation and meet its liabilities as they fall

due over the period of their assessment, including any related disclosures drawing attention to any

necessary qualifications or assumptions.

•

the related going concern statement made in conformity with the Listing Rules set out on page 102.

Conduit Holdings Limited | Annual Report 2025

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111

Independent Auditor’s report continued

The purpose of our audit work and to whom we owe our responsibilities

This report is made solely to the Company’s shareholders and Board of Directors, as a body. Our audit

work has been undertaken so that we might state to the Company’s shareholders and Board of

Directors those matters we are required to state to them in an auditor’s report and the further matters

we are required to state to them in accordance with the terms agreed with the Company and for no

other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to

anyone other than the Company’s shareholders and Board of Directors, as a body, for our audit work,

for this report, or for the opinion we have formed.

The Engagement Partner on the audit resulting in this independent auditor’s report is James Berry.

Chartered Professional Accountants

Hamilton, Bermuda

25 February 2026

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112

Consolidated statement of comprehensive income

For the year ended 31 December 2025

2025

2024

Notes

Reinsurance revenue

4, 15

897.1

813.7

Reinsurance service expenses

4, 10, 15

(688.4)

(591.4)

Ceded reinsurance expenses

4, 15, 22

(119.1)

(93.7)

Ceded reinsurance recoveries

4, 15

20.3

3.0

Reinsurance service result

4, 15

109.9

131.6

Net investment income

80.7

65.0

Net realised gains (losses) on investments

(0.4)

0.1

Net unrealised gains (losses) on investments

5, 13

39.2

1.0

Net investment result

119.5

66.1

Net reinsurance finance income (expense)

4, 6, 15

(77.2)

(30.8)

Net foreign exchange gains (losses)

(0.1)

(2.2)

Net reinsurance and financial result

152.1

164.7

Equity-based incentive expense

7, 19

(9.3)

(7.1)

Other operating expenses

4, 7, 8, 10, 16, 22

(24.8)

(30.8)

Results of operating activities

118.0

126.8

Financing costs

9, 17

(1.2)

Total comprehensive income for the year

116.8

125.6

Earnings per share

Basic

$0.75

$0.80

Diluted

$0.74

$0.79

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Consolidated balance sheet

As at 31 December 2025

2025

2024

Notes

Assets

Cash and cash equivalents

12, 17

339.2

313.2

Accrued interest receivable

15.6

12.4

Investments

13, 14, 17

1,907.4

1,526.3

Ceded reinsurance contract assets

51.4

48.9

Other assets

10, 22

11.1

4.0

Right-of-use lease assets

0.7

1.4

Total assets

2,325.4

1,906.2

Liabilities

Reinsurance contract liabilities

1,210.5

834.5

Other payables

11.7

18.9

Lease liabilities

0.8

1.6

Total liabilities

1,223.0

855.0

2025

2024

Notes

Shareholders’ equity

Share capital

1.7

Own shares

(52.7)

(40.6)

Other reserves

1,070.9

1,065.0

Retained earnings

82.5

25.1

Total shareholders’ equity

1,102.4

1,051.2

Total liabilities and shareholders’ equity

2,325.4

1,906.2

The consolidated financial statements were approved by the Board of Directors on 25 February 2026

and signed on its behalf by:

Neil Eckert

Elaine Whelan

CEO

CFO

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Consolidated statement of changes in shareholders’ equity

For the year ended 31 December 2025

Total

Retained

shareholders’

Share capital

Own shares

Other reserves

earnings (loss)

equity

Notes

Balance as at 1 January 2024

1.7

(32.9)

1,059.6

(41.0)

987.4

Total comprehensive income for the year

‒

125.6

Distributions by EBT

18, 19, 22

‒

1.7

(1.7)

‒

Purchase of own shares

18, 22

‒

(9.4)

‒

(9.4)

Dividends on common shares

‒

(59.5)

Equity-based incentive expense

7, 19

‒

7.1

‒

7.1

Balance as at 31 December 2024

18, 19

1.7

(40.6)

1,065.0

25.1

1,051.2

Total comprehensive income for the year

‒

116.8

Distributions by EBT

18, 19, 22

‒

3.4

(3.4)

‒

Purchase of own shares

18, 22

‒

(15.5)

‒

(15.5)

Dividends on common shares

‒

(59.4)

Equity-based incentive expense

7, 19

‒

9.3

‒

9.3

Balance as at 31 December 2025

18, 19

1.7

(52.7)

1,070.9

82.5

1,102.4

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115

Statement of consolidated cash flows

For the year ended 31 December 2025

2025

2024

Notes

Cash flows from operating activities

Comprehensive income

116.8

125.6

Depreciation

1.1

Interest expense on lease liabilities

9, 16

‒

0.1

Net investment income

(82.1)

(65.3)

Net realised (gains) losses on investments

0.4

(0.1)

Net unrealised (gains) losses on investments

5, 13

(39.2)

(1.0)

Net unrealised foreign exchange (gains) losses

0.7

1.5

Equity-based incentive expense

7, 19

9.3

7.1

Change in operational assets and liabilities

– Reinsurance assets and liabilities

363.2

337.1

– Other assets and liabilities

(8.6)

1.2

Net cash flows from operating activities

361.6

407.3

Cash flows used in investing activities

Purchase of investments

(964.1)

(736.3)

Proceeds on sale and maturity of investments

621.4

462.2

Interest received

73.5

55.1

Purchase of property, plant and equipment

‒

(0.7)

Net cash flows used in investing activities

(269.2)

(219.7)

2025

2024

Notes

Cash flows used in financing activities

Lease liabilities paid

(0.8)

Dividends paid

(59.4)

(59.5)

Purchase of own shares

(15.5)

(9.4)

Net cash flows used in financing activities

(75.7)

(69.7)

Net increase in cash and cash equivalents

16.7

117.9

Cash and cash equivalents at the beginning of the year

313.2

199.8

Effect of exchange rate fluctuations on cash and cash

equivalents

9.3

(4.5)

Cash and cash equivalents at end of year

339.2

313.2

Conduit Holdings Limited | Annual Report 2025

Notes to the consolidated financial statements

For the year ended 31 December 2025

General information

CHL was incorporated under the laws of Bermuda on 6 October 2020 and, on 7 December 2020,

all of its common shares of par value $0.01 per share were admitted to the standard listing segment

of the Official List of the UK Financial Conduct Authority and admitted to trading on the LSE’s main

market for listed securities. CHL’s registered office is Clarendon House, 2 Church Street, Hamilton HM

11, Bermuda. CHL’s consolidated financial statements as at, and for the year ended 31 December 2025

include the Company’s subsidiaries. The principal activity of Conduit is to provide reinsurance

products and services to its clients worldwide.

A full listing of Conduit’s related parties can be found in note 22.

2. Summary of material accounting policies

The basis of preparation, use of judgements and estimates, consolidation principles and material

accounting policies adopted in the preparation of these consolidated financial statements are set

out below. Excluding percentages, share and per share data or where otherwise stated, all amounts

in tables and narrative disclosures are in millions of US dollars.

Basis of preparation

These consolidated financial statements are prepared on a going concern basis in accordance with

IFRS as issued by the IASB, and the DTR issued by the Financial Conduct Authority, and are prepared

on a historical cost basis, except for items measured at fair value as disclosed in the relevant

accounting policies. In accordance with the requirements of IAS 1, the financial statements’ assets and

liabilities have been presented in order of liquidity, which provides information that is more reliable

and relevant for a financial institution.

In the course of preparing these consolidated financial statements, no judgements have been made in

the process of applying Conduit’s accounting policies, other than those involving estimations as noted

in the ‘Use of judgements and estimates’ section, that have had a significant effect on amounts

recognised in these consolidated financial statements.

Going concern

The consolidated financial statements of Conduit have been prepared on a going concern basis. In

assessing Conduit’s going concern position as at 31 December 2025, the Board have considered a

number of factors, including the current balance sheet position and Conduit’s strategic and financial

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116

plan, taking account of possible changes in trading performance and funding retention, stress testing

and scenario analysis. Conduit’s capital ratios and its capital resources are comfortably in excess of

regulatory solvency requirements, and internal stress testing indicates Conduit can withstand severe

economic and competitive stresses.

As a result of the assessment, the Board has a reasonable expectation that Conduit has adequate

resources to continue in operational existence for the foreseeable future and therefore believe that

Conduit is well placed to manage its business risks successfully. Accordingly, Conduit continues

to adopt the going concern basis in preparing the consolidated financial statements.

Changes in accounting policies and new standards

There were no new standards that became effective in the year ended 31 December 2025 that have

had a material impact on Conduit.

Future accounting changes

No standards or interpretations have been issued that are expected to have a material effect on

Conduit’s financial position, presentation or disclosure.

IFRS 18, Presentation and Disclosure in Financial Statements, will replace IAS 1, Presentation of

Financial Statements, and applies to reporting periods beginning on or after 1 January 2027.

IFRS 18 will require entities to classify all income and expenses on the consolidated statement of

comprehensive income into operating, investing and financing activities, disclose in a single note

management-defined performance measures, and provide enhanced guidance on how to group

information in the financial statements.

Conduit is in the process of assessing the impact that the new standard will have on its consolidated

financial statements, including presentation and disclosure requirements. There is no impact

anticipated on the financial results of Conduit. Only minimal changes are expected to the presentation

and disclosure in the consolidated financial statements, with minor subtotal changes in the

consolidated statement of comprehensive income, a minor change to the starting position in the

consolidated statement of cash flows, and minimal additional disclosure related to management-

defined performance measures.

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Notes to the consolidated financial statements continued

Use of judgements and estimates

The preparation of financial statements in conformity with IFRS requires Conduit to make judgements

and estimates that affect the reported and disclosed amounts at the balance sheet date, revenues and

expenses during the reporting period and the associated financial statement disclosures. All estimates

are based on management’s knowledge of current facts and circumstances, assumptions based on

that knowledge and their prediction of future events. Actual results may differ significantly from the

estimates made.

The most significant estimates made by management are in relation to the liability for incurred

claims and associated ceded reinsurance recoveries, as discussed in note 3 and note 15.

Less significant estimates are made in determining the estimated fair value of certain financial

instruments, as discussed in note 3 and note 13.

In addition, some management judgement is exercised in determining the total premium cash flows

expected to be received from reinsurance contracts that are used to determine the amount of

reinsurance revenue recognised in the period.

While not significant, estimates are also used in the estimated fair value of the MIP as discussed

in note 7.

Consolidation principles

These consolidated financial statements comprise the financial statements of CHL and its subsidiaries

as at and for the year ended 31 December 2025. Subsidiaries are those entities that are controlled by

Conduit and are fully consolidated from the date on which Conduit obtains control and continue to

be consolidated until the date when such control ceases. Control is achieved when Conduit is exposed,

or has rights, to variable returns from its involvement with the subsidiary and has the ability to affect

those returns through its power over the subsidiary.

Intragroup balances and transactions are eliminated in preparing the consolidated financial

statements. Subsidiaries’ accounting policies are consistent with Conduit’s accounting policies.

Foreign currency

The functional currency, which is the currency of the primary economic environment in which Conduit

operates, is US dollars. Items included in the financial statements of each entity are measured using

the functional currency. These consolidated financial statements are presented in US dollars.

Foreign currency transactions are recorded in the functional currency for each entity using the

exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated

in foreign currencies are revalued at period end exchange rates. The resulting foreign exchange

differences on revaluation are recorded in the consolidated statement of comprehensive income

within net foreign exchange gains (losses). Non-monetary assets and liabilities denominated in a

foreign currency are carried at historic rates. Non-monetary assets and liabilities carried at estimated

fair value and denominated in a foreign currency are translated at the exchange rate at the date the

fair value was determined.

Reinsurance contracts

IFRS 17 sets out the classification, measurement and presentation and disclosure requirements for

reinsurance contracts. It requires reinsurance contracts to be measured using current estimates and

assumptions that reflect the timing of cash flows and recognition of profits as insurance services are

delivered. The standard provides two main measurement models which are the General Measurement

Model (GMM) and the Premium Allocation Approach (PAA).

The PAA simplifies the measurement of reinsurance contracts for remaining coverage, or pre-claims,

in comparison to the GMM. The GMM is used for the measurement of the liability for incurred claims.

PAA eligibility

Under IFRS 17, Conduit’s reinsurance contracts issued and ceded reinsurance contracts held are all

eligible to be measured by applying the PAA, due to meeting the following criteria:

•

Loss-occurring reinsurance contracts with coverage period of one year or less are automatically

eligible; and

•

Modelling of risk-attaching contracts or contracts with a coverage period greater than one year

produces a measurement for the group of reinsurance contracts that does not differ materially from

that which would be produced applying the GMM.

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Notes to the consolidated financial statements continued

Classification

Contracts that transfer significant reinsurance risk at the inception of the contract are accounted for

as reinsurance contracts. Contracts purchased and held by Conduit under which it transfers significant

reinsurance risk to a counterparty are accounted for as ceded reinsurance contracts. Contracts that

do not transfer significant reinsurance risk are accounted for as investment contracts. Reinsurance risk

is transferred when a reinsurer agrees to compensate a policyholder if a specified uncertain future

event adversely affects the policyholder.

Conduit’s accounting policies apply to both reinsurance contracts issued and ceded reinsurance

contracts held unless explicitly referenced as applying to contracts issued or ceded only. Conduit

writes both excess of loss and proportional (also known as quota share or pro-rata) reinsurance

contracts. The type of contract impacts the recognition of reinsurance revenue. Contract types are

discussed on page 120.

Separating components from reinsurance contracts

IFRS 17 distinguishes three components that, if embedded in a reinsurance contract, should be

bifurcated, and accounted for separately. These are:

•

Cash flows relating to embedded derivatives that are required to be separated;

•

Cash flows relating to distinct investment components; and

•

Promises to transfer distinct goods or distinct non-insurance services.

IFRS 17 then applies to all remaining components of the contract. Conduit does not have any contracts

containing non-insurance components that require separation. Where contracts contain multiple

reinsurance components that meet the requirements for separation, these are separated and

accounted for as standalone contracts.

Some reinsurance contracts issued contain profit-sharing arrangements, such as profit commissions

and no claims bonuses. Under these arrangements, there is a minimum guaranteed amount that the

policyholder will always receive either in the form of profit commission, or as reimbursement for

claims, or another contractual payment, irrespective of the insured event happening. These are

typically considered non-distinct investment components. Non-distinct investment components are

not separated from the reinsurance contract as they are closely interrelated to the measurement of

the reinsurance contract. However, the impact of the non-distinct investment components are

excluded from the consolidated statement of comprehensive income by adjusting reinsurance

revenue and reinsurance service expenses by the minimum amount due. There is no impact to the

reinsurance service result as there is an equal reduction to both revenue and expenses.

Level of aggregation

Conduit manages reinsurance contracts issued by class of business within an operating segment.

Classes of business are aggregated into portfolios of contracts that are subject to similar risks.

Contracts within each portfolio are grouped into groups of contracts that are issued within a calendar

year, the annual cohort, and are (i) contracts that are onerous at initial recognition; (ii) contracts that

at initial recognition have no significant possibility of subsequently becoming onerous; or (iii) a group

of remaining contracts. These groups represent the level of aggregation at which reinsurance

contracts are initially recognised and measured. Such groups are not subsequently reconsidered.

Onerous contracts

Under the PAA, it is assumed there are no contracts in the portfolio that are onerous at initial

recognition, unless there are facts and circumstances that may indicate otherwise. Management

primarily considers the following to determine whether there are facts and circumstances that mean

a group of contracts are onerous:

•

Pricing information;

•

Results of similar contracts it has recognised; and

•

External factors, such as a change in market experience or regulations.

If a group of contracts becomes onerous, Conduit increases the carrying amount of the liability for

remaining coverage to the amount of the fulfilment cash flows with the amount of such an increase

recognised immediately in reinsurance service expenses. Subsequently, Conduit amortises the amount

of the loss component by decreasing reinsurance service expenses. The loss component amortisation

is based on the passage of time over the remaining coverage period of contracts within an onerous

group. If facts and circumstances indicate that the expected profitability of the onerous group during

the remaining coverage has changed, then Conduit remeasures the loss component by reassessing

the fulfilment cash flows as required until the loss component is reduced to zero.

Where a loss component is expected to be partially or fully recovered by ceded reinsurance contracts,

the amount of recovery is recognised in ceded reinsurance recoveries.

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Notes to the consolidated financial statements continued

Recognition

Conduit recognises groups of reinsurance contracts it issues from the earliest of:

•

The beginning of the coverage period of the group of contracts;

•

The date when the first payment from the cedant is due or when the first payment is received

if there is no due date; or

•

For a group of onerous contracts, the date when facts and circumstances indicate that the group

is onerous.

For ceded reinsurance contracts Conduit recognises the group of contracts:

•

If the reinsurance contracts provide proportionate coverage, at the later of the beginning of the

coverage period of the group, or the initial recognition of the underlying covered reinsurance

contracts issued; or

•

For non-proportionate coverage, the beginning of the coverage period of the group of contracts,

unless an onerous group of underlying reinsurance contracts have been recognised and the ceded

reinsurance contract has been signed before that date.

Modification and derecognition

Conduit derecognises reinsurance contracts when:

•

The rights and obligations relating to the contract are extinguished (meaning discharged, cancelled

or expired); or

•

The contract is modified such that the modification results in a change in the measurement model

or the applicable standard for measuring a component of the contract substantially changes the

contract boundary, or requires the modified contract to be included in a different group. In such

cases, Conduit derecognises the initial contract and recognises the modified contract as a new

contract. When a modification is not treated as a derecognition, Conduit recognises amounts paid

or received for the modification with the contract as an adjustment to the relevant liability for

remaining coverage.

Contract boundaries

The measurement of a group of reinsurance contracts includes all future cash flows expected to arise

within the boundary of each contract in the group. Cash flows are within the boundary of a

reinsurance contract if they arise from substantive rights and obligations that exist during the

reporting period in which Conduit can compel the cedant to pay the premiums, or in which Conduit

has a substantive obligation to provide the cedant with services. A substantive obligation to provide

services ends when Conduit has the practical ability to reassess the risks of the cedant and, as a result,

can set a price of level of benefits that fully reflects those risks. Where Conduit issues multi-year

contracts and does not have the ability to re-price on each policy anniversary the contract is

considered one contract and therefore future cash flows from each of the annual periods are

considered on initial recognition.

For ceded reinsurance contracts the cash flows are within the boundary of the contract if Conduit

has a substantive right to receive services or if Conduit is compelled to pay premiums to the reinsurer.

The substantive right to receive services from the reinsurer ends when:

•

The reinsurer has the practical ability to reassess the risks transferred to it and can set a price

of level of benefits that fully reflects those risks; or

•

The reinsurer has a substantive right to terminate the coverage.

•

Conduit assesses the contract boundary at initial recognition and at each subsequent reporting date

to include the effects of changes in circumstances on Conduit’s substantive rights and obligations.

The assessment of the contract boundary, which defines the future cash flows that are included in

the measurement of the contract, requires judgement and consideration of Conduit's substantive

rights and obligations. Conduit issues risk-attaching reinsurance contracts which provide

reinsurance coverage to underlying contracts issued within the terms of the contract. While the

contracts can have an annual term the contract boundary is assessed with consideration of the

coverage period of the underlying contracts. Contracts that cover claims from underlying contracts

within the contract period, loss-occurring contracts, are typically annual term. Where contracts

contain multi-year terms, Conduit exercises judgement on whether provisions within the contract

allow cancellation or re-pricing at each anniversary of the contract.

Measurement – Liability for remaining coverage

On initial recognition of each group of contracts, the carrying amount of the liability for remaining

coverage is measured as the premiums received on initial recognition, if any, minus any reinsurance

acquisition expense cash flows allocated to the group of contracts and any amounts arising from the

derecognition of the prepaid reinsurance acquisition expense cash flows asset. Conduit has chosen

not to expense reinsurance acquisition expense cash flows on contracts with coverage of one year

or less when they are incurred in order to apply a consistent treatment of reinsurance acquisition

expense cash flows for all contracts, regardless of the length of coverage.

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Notes to the consolidated financial statements continued

Subsequently, at the end of each reporting period, the liability for remaining coverage is:

•

Increased by any premiums received in the period;

•

Decreased for reinsurance acquisition expense cash flows paid in the period;

•

Decreased for the amounts of expected premium cash flows recognised as reinsurance revenue

for the services provided in the period;

•

Increased for the amortisation of reinsurance acquisition expense cash flows in the period

recognised as reinsurance service expenses; and

•

Decreased for any non-distinct investment component paid or transferred to the liability

for incurred claims.

Conduit has elected not to adjust the liability for remaining coverage for the time value of money

as its reinsurance contracts do not contain a significant financing component.

Conduit measures the reinsurance asset for remaining coverage for its ceded reinsurance contracts

that it holds on the same basis as reinsurance contracts issued, adapted to reflect the features that

differ between contracts issued versus contracts held.

Reinsurance revenue recognised in the period is based on the total premium cash flows expected

to be received over the lifetime of the contract, net of any deductions that are paid to the cedant.

The amount of total expected revenue from a contract recognised in the period is dependent on

the type of reinsurance contract, as discussed below.

Excess of loss contracts

For the majority of excess of loss contracts, expected premium cash flows are assessed based on

the minimum and deposit or flat premium, as defined in the contract. Subsequent adjustments to the

minimum and deposit premium are assessed in the period in which they are determined. For excess

of loss contracts where no deposit is specified in the contract, premium cash flows are assessed based

on estimates of premiums provided by the ceding company. Subsequent adjustments, based on

reports of actual premium by ceding companies, or revisions in estimates, are assessed in the period

in which they are determined. For multi-year policies that are payable in annual instalments, where

the reinsured has the sole ability to cancel, the total expected premium cash flows for all annual

periods are assessed at the inception of the contract. Where unilateral cancellation by the reinsurer

exists at each anniversary of the contract the annual periods are assessed as separate contracts.

Reinsurance revenue for excess of loss contracts is generally recognised evenly over the term of the

underlying risk period of the reinsurance contract, except where the period of risk differs significantly

from the contract period. In these circumstances, reinsurance revenue is recognised over the period of

risk in proportion to the amount of reinsurance protection provided. Where contract terms require the

reinstatement of coverage after a ceding company’s loss, as the reinstatement is contingent on the

loss, the estimated mandatory reinstatement premiums are recorded within reinsurance service

expenses.

Proportional contracts

Premium cash flows for proportional contracts are assessed based on estimates of ultimate premiums

provided by the ceding company, supplemented by management’s estimates of premiums based

on its experience with the ceding company, familiarity with each market, the timing of the reported

information and its understanding of the characteristics of each class of business. Initial estimates of

premium cash flows are assessed in the period in which the contract incepts, or the period in which

the contract is bound, if later. Contracts written on a ‘risks-attaching’ basis cover claims which attach

to the underlying reinsurance policy written during the term of the respective policy. Reinsurance

revenue on such policies generally extend beyond the original term of the contract. Subsequent

adjustments, based on reports of actual premium by the ceding company, or revisions in estimates,

are assessed in the period in which they are determined.

Reinsurance acquisition expense cash flows

Reinsurance acquisition expense cash flows represent the cash flows that arise from the cost of selling

and underwriting a group of reinsurance contracts and include:

•

Contract specific costs, such as brokerage;

•

Operating expenses that are incurred in relation to the fulfilment of reinsurance contracts; and

•

An allocation of fixed and variable overheads.

Reinsurance acquisition expenses are deferred over the period in which the related premiums are

earned to the extent they are recoverable out of expected future revenue margins and recognised

within reinsurance service expenses.

Commissions that are paid to cedants, such as ceding commissions, are not treated as reinsurance

acquisition expense cash flows as they do not relate to a service. Such commissions are treated as

a reduction in the expected premium recognised as reinsurance revenue.

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Notes to the consolidated financial statements continued

Ceded reinsurance expenses

Ceded reinsurance is purchased in the normal course of business to increase capital capacity or

to limit the impact of individual risk losses and loss events impacting multiple cedants, such as

natural-catastrophes, or both. Conduit may purchase ceded reinsurance on both an excess of loss

and a proportional basis, and may supplement this with the use of ceded reinsurance cover linked

to the issuance of catastrophe bonds or other capital market products. Ceded reinsurance premiums

are recognised as ceded reinsurance expenses in the same manner as reinsurance contracts issued,

depending on the terms of the contract. Ceding commissions received are deducted from the

premium paid that is recognised in ceded reinsurance expenses. Other expenses incurred in the

placing of ceded reinsurance contracts that are in relation to a service by a third party, such as

brokerage, are recognised in ceded reinsurance expenses.

Measurement – Liability for incurred claims

The liability for incurred claims represents the estimated ultimate cost of settling all reinsurance claims

arising from events that have occurred up to the end of the reporting period, including the operating

costs that are expected to be incurred in the course of settling such claims, reinstatement premiums

on specific loss events, profit commissions and similar expenses that are contingent on claims plus a

provision for IBNR. The liability for incurred claims is derived from the estimated fulfilment cash flows

relating to expected claims. The fulfilment cash flows incorporate, in an unbiased way, all reasonable

and supportable information available, without undue cost or effort, about the amount, timing and

uncertainty of those future cash flows. They also include an explicit adjustment for non-financial risk,

the risk adjustment. Estimates of future cash flows for incurred claims are discounted on initial

recognition and then re-measured to current rates as at the reporting date.

Cash flows for outstanding losses are estimated initially on the basis of reported losses received from

cedants. Cash flows for ACRs are determined where management’s expectation of the ultimate cost

of the reported loss is greater than that reported. Estimated cash flows for IBNR may also consist of

a provision for additional development in excess of losses reported by cedants, as well as a provision

for losses which have occurred but have not yet been reported by cedants.

Cash flows for IBNR are estimated initially using expected loss and loss adjustment expense ratios

which are selected based on information derived by underwriters and actuaries during the initial

pricing of the business. These estimates are reviewed regularly and, as experience develops and

new information is received, the cash flows are adjusted as necessary. As actual loss information is

reported, and Conduit develops its own loss experience, management will use various actuarial

methods as well as a combination of management’s judgement and experience, historical reinsurance

industry loss experience and estimates of pricing adequacy trends to estimate cash flows for IBNR.

The estimation of the liability for incurred claims is a complex process which incorporates a significant

amount of judgement. It is reasonably possible that uncertainties in the reserving process, delays in

cedants reporting losses to Conduit, together with the potential for unforeseen adverse developments,

could lead to a material change in the liability for incurred claims.

Any amounts recoverable from reinsurers are estimated using the same methodology as for the

underlying losses except for the requirement under IFRS 17 to assess the ceded reinsurance recovery

cash flows for the effect of any risk of non-performance, including expected credit losses.

Management monitors the creditworthiness of its reinsurers on an ongoing basis and assesses any

reinsurance assets for the risk of non-performance, with a provision for non-performance risk being

recognised as an expense in the period in which it is determined.

Presentation of reinsurance contracts

Reinsurance assets and liabilities

The asset or liability for a portfolio of reinsurance contracts is the net position of both the liability for

remaining coverage and the liability for incurred claims. Whether a portfolio is in a liability or asset

position is typically impacted by the timing of cash flows received versus cash flows paid. Conduit

presents separately in the consolidated balance sheet portfolios of reinsurance contracts issued and

held that are in an asset position and those that are in a liability position.

All reinsurance contract assets and liabilities are deemed monetary assets and liabilities and are

revalued at period end exchange rates.

Reinsurance revenue

Reinsurance revenue in the consolidated statement of comprehensive income is the amount

of expected premium cash flows, net of any deductions paid to the cedant and excluding any

non-distinct investment component. Conduit allocates the expected premium receipts to each

period of coverage on the basis of passage of time or the expected risk pattern if it differs

significantly from the passage of time.

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Notes to the consolidated financial statements continued

Reinsurance service expenses

Reinsurance service expenses in the consolidated statement of comprehensive income includes

changes in the liability for incurred claims that do not arise from the application of discount rates,

being recognition and amortisation of any loss components, amortisation of reinsurance acquisition

expense cash flows and other attributable operating expenses.

Ceded reinsurance income and expenses

Conduit has elected to present the income and expenses from ceded reinsurance contracts separately

in the consolidated statement of comprehensive income. Ceded reinsurance expenses represent the

total expected ceded premiums and other amounts, that are not contingent on recoveries, payable

to Conduit’s reinsurers. Conduit recognises ceded reinsurance expenses based on the passage of

time over the coverage period of a group of contracts or expected risk pattern. Income from ceded

reinsurance contracts includes expected recoveries on incurred claims, changes in expected

recoveries related to past service, the provision for the effects of changes in risk of reinsurer non-

performance plus other amounts that are contingent on recoveries, such as ceded profit commissions

payable to the reinsured.

Net reinsurance finance income (expense)

Reinsurance finance income (expense) includes the changes in the carrying amounts of reinsurance

and ceded reinsurance assets and liabilities arising from the unwind of discount recognised in prior

periods and the effects of remeasuring to current discount rates plus other financial assumptions.

Conduit has elected to disaggregate the changes in the risk adjustment for the time value of money

and present it within net reinsurance finance income (expense).

Conduit has chosen not to disaggregate finance income (expense) between other comprehensive

income (OCI) and comprehensive income.

Financial instruments

Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held on call with banks, money market funds,

and other short-term highly liquid investments with a maturity of three months or less at the date of

purchase. Carrying amounts approximate fair value due to the short-term nature and high liquidity of

the instruments.

Investments

Conduit’s fixed maturity securities portfolio meets the requirements for mandatory classification as

FVTPL and is carried at estimated fair value in the consolidated balance sheet. The classification of

financial assets is determined at the time of initial purchase. A financial asset is classified at FVTPL

if it is held within a business model that is managed and evaluated on a fair value basis or if acquired

principally for the purpose of selling in the short term, or if it forms part of a portfolio of financial

assets in which there is evidence of short-term profit taking. Presentation of these securities in the

FVTPL category is consistent with how management monitors and evaluates the performance of

these securities on a fair value basis.

Regular way purchases and sales of investments are recognised at estimated fair value on the trade

date, and are subsequently carried at estimated fair value. Balances pending settlement are reflected

in the consolidated balance sheet in other assets or other payables. The estimated fair value of

Conduit’s fixed maturity securities portfolio is determined based on bid prices from recognised

exchanges, broker-dealers, recognised indices or pricing vendors. Changes in estimated fair value

of investments classified as FVTPL are recognised in the consolidated statement of comprehensive

income within net unrealised gains (losses) on investments.

Investments are derecognised when Conduit has transferred substantially all the risks and rewards of

ownership. On derecognition of an investment held at FVTPL, previously recorded unrealised gains

and losses are recycled from net unrealised gains (losses) on investments to net realised gains (losses)

on investments.

Interest income, amortisation and accretion of premiums and discounts on fixed maturity securities

are calculated using the effective interest rate method and recognised in net investment income.

The carrying value of accrued interest income approximates estimated fair value due to its short-term

nature and high liquidity.

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Notes to the consolidated financial statements continued

Leases

Conduit recognises a right-of-use asset and a lease liability at the lease commencement date.

The right-of-use asset is initially measured at cost, which comprises the initial measurement of the

corresponding lease liability adjusted for any lease payments made at or before the commencement

date, plus any initial direct costs incurred and an estimate of any costs to be incurred at the expiration

of the lease agreement.

Right-of-use assets are subsequently measured at cost less accumulated depreciation and

any impairment losses. Straight-line depreciation is calculated from the commencement date of the

lease to the earlier of either the end date of the lease term or the useful life of the underlying asset.

The lease liability is initially measured at the present value of the future lease payments at the lease

commencement date. Lease payments are discounted using the interest rate implicit in the lease or,

if that rate cannot be readily determined, Conduit’s incremental borrowing rate. Lease payments

included in the measurement of the lease liability include fixed payments (including in-substance fixed

payments) less any lease incentives receivable, variable lease payments that depend on an index

or a rate, and amounts expected to be paid under residual value guarantees.

The lease liability is subsequently measured by increasing the lease carrying amount to reflect the

interest due on the lease liability using the effective interest rate method and reducing the carrying

amount to reflect the lease payments made. Conduit re-measures the lease liability and the related

right-of-use asset whenever there is a change in future lease payments arising from a change in

index or rate, if Conduit changes its assessment of whether it will exercise a purchase, extension

or termination option or if there is a revised in-substance fixed lease payment.

Right-of-use assets and lease liabilities are presented as separate financial statement line items

in the consolidated balance sheet.

Conduit also operates DSBP and LTIP awards. Under the DSBP, a percentage of each employee's

bonus is automatically deferred into shares as nil cost options. These nil cost awards vest annually

in separate equal tranches over a three-year period from the date of grant and do not have associated

performance criteria attached to the awards. These awards accrue dividend equivalents for all

dividends declared where the record date falls between the grant date and date of exercise, and

are paid at the time of exercise.

The LTIP awards are awarded with or without performance criteria attached to the awards. These nil

cost awards granted to staff vest over a three-year period from the date of grant. These awards

accrue dividend equivalents for all dividends declared where the record date falls between the grant

date and date of exercise, and are paid at the time of exercise. Refer to note 7 for details of

performance criteria attached to certain LTIP awards.

At each balance sheet date, Conduit revises its estimate of the number of instruments that are

expected to become exercisable. It recognises the impact of the revision of original estimates, if any,

as equity-based incentive expense in the consolidated statement of comprehensive income, and a

corresponding adjustment is made to other reserves in shareholders’ equity over the remaining

vesting period. On exercise, the differences between the expense charged to the consolidated

statement of comprehensive income and the actual cost to Conduit, if any, is transferred to other

reserves in shareholders’ equity.

Pensions

Conduit’s pension plans are based on defined contributions or equivalent cash in lieu, subject to

applicable law and local market standards. On payment of contributions to the plans or cash in lieu

there is no further obligation to Conduit. Contributions or payments of cash in lieu are recognised

as employee benefits within other expenses in the consolidated statement of comprehensive income

in the period when the services are rendered.

Employee benefits

Equity-based incentives

Conduit currently operates a MIP under which shares are subscribed for or nil cost options are

granted. The fair value of the instruments granted is estimated on the date of grant. The estimated

fair value is recognised as an expense pro-rata over the vesting period of the instrument, adjusted

for the impact of any non-market vesting conditions. No adjustment to vesting assumptions is made

in respect of market vesting conditions.

Government assistance

Conduit recognises government assistance when there is reasonable assurance that Conduit has

complied with, and will continue to comply with, the conditions attached to the assistance, and

that the amount of the credit will be received. Government assistance that relates to operating

expenditures is recognised in the consolidated statement of comprehensive income in the same

line item as the relevant operating expense.

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Notes to the consolidated financial statements continued

Unutilised credits that Conduit expects to recover in future periods, including amounts refundable

in cash, are recorded as a receivable. Conduit reassesses at each reporting date whether there is

reasonable assurance that the conditions for receipt of the remaining credit continue to be met.

Tax

Income tax on the profit or loss for the period comprises current and deferred tax. Current tax is the

expected tax payable on the taxable income for the year using tax rates enacted or substantively

enacted at the year-end reporting date and any adjustments to tax payable in respect of prior periods.

Deferred tax is provided, using the liability method, on temporary differences arising between the tax

bases of assets and liabilities and their carrying amounts in the financial statements. The amount of

deferred tax provided is based on the expected manner of realisation or settlement of the carrying

amount of the assets and liabilities, using tax rates enacted or substantively enacted at the reporting

date. Deferred tax assets are recognised in the consolidated balance sheet to the extent that it is

probable that future taxable profit will be available against which the temporary differences can

be utilised.

Own shares

Own shares include shares repurchased under share repurchase authorisations and held in treasury,

plus shares purchased and held in trust, for the purposes of employee equity-based incentive

schemes. Own shares are deducted from shareholders’ equity. No gain or loss is recognised on

the purchase, sale, cancellation or issue of own shares and any consideration paid or received is

recognised directly in equity.

Share capital and issuance costs

Shares are classified as shareholders’ equity if there is no obligation to transfer cash or other financial

assets. Transaction costs that are attributable to the issuance of new shares are treated as a deduction

from equity.

Risk disclosures

Introduction

Conduit is exposed to risks from several sources, classified into six primary risk categories. The

primary risk categories are: (a) reinsurance risk; (b) market risk; (c) liquidity risk; (d) credit risk; (e)

operational risk; and (f) strategic risk. These are discussed in detail on the following pages. The

primary risk to Conduit is reinsurance risk.

The Board is responsible for determining the nature and extent of the principal risks Conduit is willing

to take in achieving its strategic objectives and should maintain sound risk management and internal

control systems. To this end, the Board has established various committees to support the execution

of its responsibilities and has reviewed the committee structures at CRL. The Board, and committees

thereof, define the risk preferences and appetites within which management is authorised to operate.

The risk function is responsible for supporting the Board, and the CRL Board, with the day-to-day

oversight of the risks that Conduit seeks or is exposed to in pursuit of its strategic objectives, and

the satisfaction of certain regulatory risk management expectations relevant to CRL. The framework

under which risks are managed contemplates risk appetite and tolerance constraints. Risk appetite

is prescribed by the Board and is reviewed at least annually, with consideration of the financial

and operational capacity of Conduit. The use of financial capacity in this context relates to

calculated or modelled capital requirements, based on residual unmitigated risk exposures.

Current capital requirements are determined by reference to rating agency, regulatory, and our

internal capital model requirements.

Day-to-day management of risk is the responsibility of management, operating within the defined

appetite and tolerances. The risk framework prescribes a standardised approach to the management

of risk, oversight and challenge by the risk function and independent assurance provided by the

internal audit function. The risk framework also addresses the reporting of risks, emerging risks, risk

events and compliance with risk appetite and tolerance statements to executive management and the

Board, and relevant board committees, of CHL and CRL. To ensure transparency and accountability of

the business for all independent Non-Executive Directors, four Independent Non-Executive Directors

from the Board have been appointed to the Board of CRL. Furthermore, the Board is invited to attend

operating entity board level meetings and see all minutes and records of such operating entity board

and committee meetings.

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Notes to the consolidated financial statements continued

Climate change

•

An underwriting roundtable meeting, typically held at least weekly (and more frequently during key

Conduit is exposed to risks associated with climate change but also potential opportunities arising

renewal periods), where deal flow, pricing and opportunities are discussed;

from that risk. Risks from climate change can include physical risk and transition risk. Physical risks are

•

Pricing models are used in all areas of the underwriting process and are stored centrally in our

those relating to the physical impacts of climate change, which can be from increased frequency and/

pricing platform;

or severity of climate-related events, or structural, due to longer-term shifts in climate patterns.

•

Risk appetite and tolerance statements have been established and the CRO reports quarterly

Transition risks are those relating to the transition to a lower carbon economy and include risks such

on adherence;

as policy and legal risk, technology risk, market risk and reputational risk. Our approach to managing

•

A number of modelling tools are used to model catastrophes and calculate the associated expected

climate-related risks is documented in Conduit’s Risk Management Policy.

losses; and

•

Outwards reinsurance is purchased to mitigate both frequency and severity of losses, and to

a. Reinsurance risk

protect Conduit’s capital base.

Conduit underwrites both short-tail and long-tail reinsurance contracts on a worldwide basis. These

reinsurance contracts transfer insurance risk, including risks exposed to both natural and man-made

catastrophes, and risk and liability losses. The risk in connection with underwriting reinsurance

contracts is, in the event of a covered loss, whether the premiums will be sufficient to meet the

associated loss payments and expenses. The underwriters evaluate and estimate the level of

premiums sufficient to cover expected losses, expenses and profitability through a combination of

sophisticated risk modelling tools, past experience and knowledge of loss events, current industry

trends and broader economic indicators. In order to ensure appropriate reinsurance risk selection and

limits on the concentration and diversification of the aggregate portfolio, Conduit has established risk

management and internal control systems to evaluate and assess the expected losses of each

individual contract, class of business, geographic region and the aggregate portfolio.

These controls, include, but are not limited to:

•

A five-year strategic plan is produced that defines the overriding business goals that management

and the Board aim to achieve;

•

A detailed business plan is produced annually and considers current market conditions and the

risk-adjusted profitability of the underwriting portfolio;

•

Conduit’s internal capital requirements consider the probability and magnitude of reinsurance losses

varying adversely from the expected losses considered during the underwriting and subsequent

reserving processes;

•

Forecasts are produced periodically to assess the progress toward the business plan and the

strategic plan;

•

Each underwriter has a clearly defined limit of underwriting authority;

•

Each contract underwritten is subject to a pre-bind peer review;

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Notes to the consolidated financial statements continued

Catastrophe management

Certain classes of Conduit’s business provide coverage for natural catastrophes and are subject to

seasonal variation and the impacts of climate change. Conduit has exposure to large catastrophe

losses globally, in particular in North America, Europe and Japan and these are most likely to be driven

by windstorm events. The level of windstorm activity, and any landfall thereof, during the North

Atlantic, European and Asia Pacific wind seasons may materially impact loss experience. The North

Atlantic and Asia Pacific wind seasons are typically June to November and the European wind season

November to March. Conduit has exposure to other natural catastrophes that can occur throughout

the year, such as earthquakes, tsunamis, droughts, floods, hail, tornadoes, and wildfires. In addition,

Conduit is exposed to risk losses throughout the year from perils such as fire, explosion, war, terrorism,

political risk, cyber and other events, including loss arising from legal liabilities rather than physical

damage.

Exposure management is an evolving discipline. Industry understanding of natural catastrophe events

continues to develop, informed by advances in science, improved hazard data, enhanced modelling

methodologies and emerging insights from actual loss events. Conduit reviews and refines its

approaches to exposure monitoring, model utilisation and risk aggregation as exposures and loss

models are updated to ensure they remain appropriate and proportionate to the risk profile of the

portfolio. This includes assessing changes in vendor models, cedant data quality, evolving peril

definitions and observed trends in climate and loss behaviour.

During 2025, Conduit refined its approach to natural catastrophe monitoring, redefining its peril

region zones. Comparative figures for the prior period have been re-presented to ensure consistency

with the current presentation. For US windstorm, this includes incorporating all North Atlantic

Windstorm exposure into one zone which takes into account windstorms impacting more than

one zone and/or that make multiple landfalls.

Conduit has defined its appetite and tolerance levels to manage underwriting exposure accumulation

across its portfolio, based on the output from models that estimate the expected frequency and

severity of potential loss events. The tolerances are designed to monitor net exposure across different

peril and region combinations.

The table below shows Conduit’s estimated net exposures to certain peak zone perils as a percentage

of tangible capital. These net positions are modelled stochastically and net of outwards reinsurance on

a first occurrence basis at the 100-year and 250-year return periods.

The modelled estimated net PML as at 31 December 2024 reflects reduced attachment points to

aggregate reinsurance protections following the occurrence of catastrophe events during the year.

This has a notable impact on the North American Windstorm net exposures. The 31 December 2025

exposures do not benefit from similar reductions in the attachment points of aggregate reinsurance

protections, given the benign wind loss experience during the year. While modelling is an important

tool for assessing exposure and aggregating risks, its reliability varies by peril and region. Models rely

on assumptions, judgements and input data provided by cedants, which can vary in precision and

accuracy. As such actual exposures are likely to vary from those modelled. There could also be

unmodelled losses to consider in addition to the modelled figures presented below. The models also

include loss scenarios at higher return periods which could result in losses to capital greater than the

modelled expectations shown.

As at 31 December

2025

2024

Net PML

% of tangible

Net PML

% of tangible

100-year return period estimated net loss

capital

Peril

North Atlantic Windstorm

282.6

25.6%

174.7

16.6%

US and Canada Earthquake

116.5

10.6%

80.7

7.7%

European Windstorm

61.8

5.6%

49.4

4.7%

Asia Pacific Windstorm

37.3

3.4%

45.8

4.4%

Asia Pacific Earthquake

45.6

4.1%

50.9

4.8%

As at 31 December

2025

2024

Net PML

% of tangible

Net PML

% of tangible

250-year return period estimated net loss

capital

Peril

North Atlantic Windstorm

352.4

32.0%

246.2

23.4%

US and Canada Earthquake

214.7

19.5%

125.8

12.0%

European Windstorm

76.6

6.9%

52.0

4.9%

Asia Pacific Windstorm

39.8

3.6%

55.7

5.3%

Asia Pacific Earthquake

59.6

5.4%

58.4

5.6%

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Notes to the consolidated financial statements continued

Operating segments

The underwriting business is comprised of three principal divisions: Property, Casualty and Specialty. These divisions are also considered to be Conduit’s operating segments. Details of each operating

segment and reinsurance revenue by geographic region and operating segment are as follows:

2025

20241

Property

Casualty

Specialty

Total

Property

Casualty

Specialty

Total

Year ended 31 December

268.4

131.3

13.7

413.4

46.1

239.1

111.3

10.9

361.3

44.4

Worldwide

140.0

74.4

110.0

324.4

36.2

157.0

63.9

100.5

321.4

39.5

Europe

49.5

49.4

20.8

119.7

13.3

34.8

39.4

22.9

97.1

11.9

Other

36.6

1.5

39.6

4.4

30.2

2.8

0.9

33.9

4.2

Reinsurance revenue

494.5

256.6

146.0

897.1

100.0

461.1

217.4

135.2

813.7

100.0

Certain reinsurance contracts previously reported within the Specialty segment are now reported within the Property and Casualty segments to better align with Conduit’s internal view of these contracts. Comparative periods have been re-presented in order to be consistent with the

current period presentation.

Property reinsurance

Conduit is exposed to large natural-catastrophe losses, such as windstorm and earthquake losses,

primarily from assuming risks associated with property treaties. Exposure to natural-catastrophe

events is controlled and measured by managing to predefined limits within stochastic modelling and

deterministic accumulations across classes per geographic zone and peril. The accuracy of these

analyses is limited by the quality of data and the effectiveness of the modelling. It is possible that

a catastrophic event significantly exceeds the expected modelled event loss.

Natural-catastrophe risk is written across both the US and internationally on an excess of loss

and quota share basis. Reinsurance structures are offered typically in respect of peril, geography and

probability of activation or exhaustion.

Property per risk treaties are offered with the strategy to minimise natural-catastrophe exposure,

focusing on fire risk. This is considered by both natural-catastrophe specific metrics, treaty conditions

and excess of loss structure.

Ceded reinsurance is purchased to mitigate exposures to large natural-catastrophe losses. Ceded

reinsurance is typically purchased on an ultimate net loss excess of loss basis, however industry loss

warranties, catastrophe bonds issuances, or proportional treaty arrangements may also be utilised.

Casualty reinsurance

Conduit underwrites a balanced portfolio of casualty classes of business, comprised of both excess

of loss and proportional contracts, on a worldwide basis.

Casualty claims tend to take longer to be reported and ultimately settled than physical damage risks.

Conduit typically maintains a liability for incurred claims for casualty classes of business over a longer

period of time than for the property and specialty classes of business where the costs of claims are

generally known and settled within a shorter time frame.

Conduit purchases ceded reinsurance to protect against any clash between losses arising in its

casualty portfolio.

The sub-classes of casualty business include directors and officers liability, financial institutions liability,

general liability for multiple sub-classes and, on an excess and umbrella basis, medical malpractice,

professional liability and transactional liability. Conduit has limited appetite for, and generally avoids,

workers compensation, standalone auto and cyber treaties.

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Notes to the consolidated financial statements continued

Directors and officers liability

Directors and officers liability policies offer protection for company managers and directors and

officers against claims that may arise in the normal course of operations. Coverage includes legal

expenses and liability to shareholders, bondholders, creditors or others owing to actions or omissions

by a director or officer of a private or public corporation, or not-for-profit organisation.

Financial institutions liability

Financial institutions coverage may cover risks such as computer and commercial crime, professional

indemnity and civil liability.

General liability

General liability commonly provides cover for losses arising from the legal liability of an original

insured and statutory liability in the case of employers’ liability which result in bodily injury or disease

to third parties or physical damage to third-party property. Conduit offers a wide range of general

liability reinsurance products including contractors general liability, excess general liability, umbrella,

energy and environmental.

Medical malpractice

Medical malpractice reinsurance generally covers professional liability and errors and omissions

specifically in the healthcare industry, protecting physicians and other healthcare professionals against

claims of negligent acts or injury of patients under their care. Medical malpractice reinsurance does

not cover intentional or criminal acts.

Professional liability

Professional liability generally provides coverage for third-party losses resulting from legal liability

or civil liability or negligence, errors or omissions or wrongful acts arising from the provision of, or

failure to provide, professional services by an original insured. Sub-classes of this business would

include lawyers, accountants, architects and engineers, errors and omissions, plus miscellaneous

professional liability.

Transactional liability

Transactional liability reinsurance is used by parties to various business transactions, such as mergers,

acquisitions and divestitures, to transfer certain transaction-related risks to the reinsurance market.

There can be a broad range of risks covered, including warranty, litigation, pension and tax

uncertainties and employment matters.

Specialty reinsurance

Conduit’s specialty classes of business are written on both an excess of loss and proportional basis

and can provide reinsurance coverage against physical damage (short-tail) or against legal liability

(long-tail) losses. Although specialty classes of business are exposed to natural-catastrophe risk, it is

generally to a lesser extent than property classes of business. They are more likely to be affected by

specific large loss events such as accidents, collisions, fires and similar man-made catastrophe events.

Specialty classes of business are highly diverse in nature and require specific market expertise

and experience. The specialty classes of business include, but are not limited to, aviation, energy,

engineering and construction, environmental, marine, renewables, political violence and terrorism and

are offered on both a specific and a whole account basis.

Conduit purchases ceded reinsurance protection to reduce exposure to both large risk losses and an

accumulation of smaller claims arising from any one event. Ceded reinsurance is typically purchased

on an excess of loss basis, but, from time to time, proportional arrangements may be entered into.

Aviation

The aviation class of business provides cover to the insurers of airlines, aircraft, airports, aircraft

manufacturers and aviation related products, and includes cover for the aircraft themselves as well

as losses arising from passenger and third-party liability claims against airlines and/or operators

and/or manufacturers.

Energy

The energy class of business provides reinsurance cover for a global spread of accounts that includes

risks such as downstream energy, midstream energy, upstream energy, energy liability, construction

and natural perils related coverages such as Gulf of Mexico wind and hurricane programmes. Policies

typically cover legal liability of an insured and property for physical damage (including natural

catastrophe), machinery breakdown perils and consequential business interruption exposure. Loss

limits are set at a level commensurate with the modelled estimated maximum loss scenario.

Engineering and construction

The class covers a wide range of products falling under related property and business income

protection on a worldwide basis. These products include, but are not limited to, contractors’ all risks,

erection all risks, plant and equipment, machinery breakdown and loss of profits. Projects range from

small bespoke to large civil engineering constructions. The main hazards are fire and explosion, theft,

collapse and natural perils such as earthquake, windstorm and flood.

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Notes to the consolidated financial statements continued

Environmental

Environmental products generally provide cover relating to the environmental and energy casualty

classes with regard to pollution. The related sectors typically include energy, construction and

industrial, which includes both commercial and residential risks.

Marine

Marine cargo is an international account and covers the reinsurance of commodities or goods in

transit. Typically, transit cover is provided on an all-risks basis for marine perils for the full value of

the goods concerned. Static cover is also provided for losses to cargo, from both elemental and non-

elemental causes. In addition, the cargo account can include for example, fine art, vault risks, artwork

on exhibition and marine war and terrorism business relating to cargo in the ordinary course of transit.

Marine liability commonly provides cover for legal liability for losses arising from the operation

of marine and offshore related assets including but not limited to the reinsurance of the International

Group of Protection and Indemnity Clubs, the operation and management of ships and vessels,

cargo, and marine builders’ risks covering the building of ocean-going vessels and offshore assets.

The marine hull class generally consists of worldwide coverage spanning physical damage, hull

and machinery breakdown, loss of hire and mortgagees’ interests for a range of maritime vessels

from cargo and passenger ships to private pleasure craft. Products typically cover both risk and

catastrophe exposures.

Renewables

The class covers a wide range of tailored solutions globally. The class includes offshore and onshore

wind power, ground and rooftop solar power plus bioenergy fuels and associated operations. The risks

exposed are quite unique, from difficult construction operations to installing complex equipment that

is routinely exposed to natural hazards. Policies typically include cover for physical damage, legal

liability, machinery breakdown and business interruption for both construction and operational phases.

Political violence and terrorism

Political violence and terrorism coverage is provided for US and worldwide property risks, but typically

excluding nuclear, chemical, biological and cyber coverage in most territories.

Whole account

Coverage is generally provided on a worldwide basis and covers a broad spectrum of the cedants

risks under a single policy. The classes of business covered under a whole account reinsurance policy

can include property, specialty and casualty classes of business including commercial and personal

automobile, general liability, workers compensation, employers liability, excess casualty and umbrella,

as well as selected professional liability coverage.

Ceded reinsurance

Ceded reinsurance is purchased in the normal course of business to increase capital capacity, limit

the impact of individual risk losses and loss events impacting multiple cedants (such as natural

catastrophes, notably earthquakes and named storms), or both. Ceded reinsurance may also be

purchased from time to time to optimise the risk-adjusted return of Conduit's aggregate underwriting

portfolio. Conduit may purchase ceded reinsurance on both an excess of loss and proportional basis,

and may also use reinsurance linked to catastrophe bonds or other capital market products. The mix

of ceded reinsurance coverage is dependent on specific loss mitigation requirements, market

conditions and available capacity. In certain market conditions, Conduit may deem it more economic

to hold capital than purchase ceded reinsurance. Ceded reinsurance does not relieve Conduit of its

obligations to policyholders. Conduit is exposed to reinsurance risk where ceded reinsurance

contracts put in place to reduce gross reinsurance risk do not perform as anticipated, result in

coverage disputes or prove inadequate in terms of the limits purchased. Failure of a ceded reinsurer to

pay a valid claim is considered a credit risk which is detailed in the credit risk section below. Ceded

reinsurance coverage is not intended to be available to meet all potential loss circumstances. Conduit

will retain certain losses, as the cover purchased is unlikely to transfer the totality of Conduit’s

exposure. Any loss amount which exceeds the ceded reinsurance coverage purchased would

be retained by Conduit. Some ceded reinsurance policies have limited reinstatements, therefore the

number of claims which may be recovered on second, and subsequent loss circumstances is limited.

Under Conduit’s ceded reinsurance security policy, ceded reinsurers are assessed and approved based

on their financial strength ratings, among other factors. These decisions are regularly reviewed as an

integral part of the business planning and performance monitoring process. The management

Counterparty Security Committee examines and approves all Conduit’s ceded reinsurers to ensure

that they possess suitable security.

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Financial Statements

130

Notes to the consolidated financial statements continued

Fulfilment cash flows

Fulfilment cash flows consist of:

•

The estimates of future cash flows required in the ultimate settlement of claims;

•

An adjustment for the time value of money; and

•

A risk adjustment for non-financial risk

Estimates of future cash flows

A significant and critical judgement and estimate made by management is the estimation of future

cash flows in relation to ultimate claims settlements. Management estimates, in an unbiased way,

future cash flows to cover its estimated liability for both reported and unreported claims on events

that have occurred up to the latest valuation date, incorporating all reasonable and supportable

information that is available without undue cost or effort. Management uses methodologies that

calculate a point estimate for the ultimate losses, representing management’s best estimate of

ultimate future cash flows. Conduit estimates the future cash flows by taking outstanding losses,

adding an estimate for IBNR and, if deemed necessary, ACRs which represent Conduit’s estimate for

losses related to specific contracts that management believes may not be adequately estimated by

the cedant as at that date.

Liabilities for incurred claims are not permitted until the occurrence of an event which may give rise to

a claim. As a result, only provisions applicable to losses that have occurred up to the reporting date

are established, with no allowance for the provision of a contingency liability to account for expected

future losses or for the emergence of new types of latent claims. Claims arising from future events can

be expected to require the establishment of substantial liabilities from time to time. The estimated

timing of the future cash flows is determined by applying cash flow payment assumptions to the best

estimate of ultimate future cash flows.

The reserving process is dependent on management’s judgement and is subject to meaningful

uncertainty due to both qualitative and quantitative factors, including, but not limited to: the nature of

the business written, whether it is short-tail or long-tail, whether it is excess of loss or proportional, the

magnitude and timing of loss events, the geographic areas impacted by loss events, time lags in the

reporting process from the original claimant, limited claims data, policy coverage interpretations, case

law, regulatory directives, demand surge and inflation, potential uncertainties related to reinsurance

and ceding company reserving practices, and other factors inherent in the estimation process for the

net ultimate liability for incurred claims.

The judgements and estimates used in establishing future cash flow calculations may be revised as

additional experience or other data becomes available. Future cash flows are also reviewed as new or

improved methodologies are developed and as laws or regulations change. Furthermore, as a business

operating within a broker market, management must rely on loss information reported to brokers by

other insurers and their loss adjusters, who must estimate their own losses at the policy level, often

based on incomplete and changing information. The information management receives varies by

cedant and may include paid losses, estimated case reserves and an estimated provision for IBNR

reserves. Additionally, reserving practices and the quality of data reporting may vary among ceding

companies, which adds further uncertainty to management’s estimates of the ultimate losses.

Conduit’s internal actuaries review the assumptions and methodologies on a quarterly basis and

develop an actuarial best estimate of Conduit’s future cash flows using the processes outlined above.

The management Reserving Committee reviews the estimate for the liability for incurred claims on a

quarterly basis. The reserves are subject to a semi-annual independent review by Conduit’s external

actuaries. The results of the internal and independent reserve reviews are presented to the Audit

Committee.

Risk adjustment

The risk adjustment for non-financial risk is the compensation that Conduit requires for bearing the

uncertainty about the amount and timing of the cash flows arising from reinsurance contracts. Conduit

determines the risk adjustment at the entity level and allocates to the groups of reinsurance contracts.

Conduit has estimated the risk adjustment using a margin-based approach. The margins are calibrated

to a targeted confidence interval range using the BMA BSCR risk framework. Conduit expects that the

risk adjustment recognised within the fulfilment cash flow will fall within the range of the 75th and the

85th percentile, gross and net of ceded reinsurance. Conduit estimates that the risk adjustment net of

ceded reinsurance corresponds to the 83rd percentile as at 31 December 2025 (31 December 2024:

81st percentile).

Short-tail versus long-tail

Claims relating to short-tail risks are generally reported more promptly than those relating to long-tail

risks. The timeliness of reporting can be affected by such factors as the nature of the event causing

the loss, the location of the loss and whether the losses are from policies in force with primary insurers

or reinsurers.

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131

Notes to the consolidated financial statements continued

Excess of loss versus proportional

For excess of loss contracts, management is aided by the fact that each policy has a defined limit of

liability arising from one event. Once that limit has been reached, there is no further exposure to

additional losses from that policy for the same event. For proportional business, an initial estimated

loss and loss expense ratio is generally used. This is based upon information provided by the ceding

company and/or their broker and management’s historical experience of that treaty, if any, and the

estimate is adjusted as actual experience becomes known.

Market risk

Conduit is at risk of loss due to movements in market factors. The main market risks Conduit is

exposed to include:

•

Reinsurance risk;

•

Investment risk; and

•

Currency risk.

Reinsurance risk

Conduit is exposed to reinsurance market risk from several sources, including the following:

•

The advent or continuation of a soft market, which may result in a stabilisation or decline

in premium rates and/or terms and conditions for certain classes, or across all classes;

•

The actions and reactions of key competitors, which may directly result in volatility in premium

volumes and rates, fee levels and other input costs;

•

Market events, including unusual inflation in rates, may result in a limit in the availability of cover,

causing political intervention or national remedies;

•

Failure to maintain broker and cedant relationships, leading to a limited or substandard choice of

risks inconsistent with Conduit’s risk appetite;

•

Changes in laws and regulation, including capital, governance or licensing requirements; and

•

Changes in the geopolitical environment.

The most important method to mitigate reinsurance market risk is to maintain strict underwriting

standards. Conduit manages reinsurance market risk in numerous ways, including the following:

•

Reviewing and amending underwriting plans and outlook as necessary;

•

Reducing exposure to, or withdrawing from, market sectors where conditions have reached

unattractive levels;

•

Purchasing appropriate, cost-effective reinsurance cover to mitigate exposures;

•

Closely monitoring changes in rates, terms and conditions and inflation;

•

Ensuring through rigorous underwriting criteria that surplus capital does not drive

short-term risk appetite;

•

Holding an underwriting roundtable meeting, typically held at least weekly (and more frequently

during key renewal periods), where deal flow, pricing and opportunities are discussed;

•

Holding quarterly management Underwriting Oversight Committee meetings that consider matters

that include underwriting performance for CRL;

•

Holding management Risk Oversight Committee meetings that consider matters that include the

risk management framework, capital management, underwriting exposure accumulation and

outward reinsurance strategy;

•

Holding an annual strategy review meeting;

•

Holding a quarterly Underwriting Committee board meeting that considers matters including

underwriting performance for CRL;

•

Holding a quarterly Risk, Capital and Compliance Committee meeting to review relevant risk and

capital considerations for CRL; and

•

Holding regular meetings with regulators and rating agencies.

Reinsurance finance risk

Estimates of future cash flows for incurred claims are discounted on initial recognition and then re-

measured to current rates as at each reporting date. Reinsurance liabilities and ceded assets for

incurred claims are therefore sensitive to the level of market interest rates. Interest rate risk

on reinsurance contracts is the risk that the value of the future cash flows will fluctuate due to changes

in market interest rates. Movements in interest rates may lead to an adverse impact on the value of

Conduit’s reinsurance contract assets and liabilities. Conduit manages this risk by monitoring the

duration of reinsurance contract cash flows and adopting policies regarding asset and liability

matching to reduce the volatility arising from interest rate movements on assets and liabilities in the

consolidated statement of comprehensive income.

The total reinsurance contract assets and liabilities exposed to interest rate risk are detailed below:

2025

2024

As at 31 December

Note

Ceded asset for incurred claims

50.1

41.2

Liability for incurred claims

(1,366.2)

(978.0)

Total

(1,316.1)

(936.8)

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132

Notes to the consolidated financial statements continued

Discount rates

All future cash flows are discounted using yield curves that are adjusted to reflect the characteristics of the cash flows and the liquidity of the reinsurance contracts. Conduit determines its discount rates

using a bottom-up method of using a risk-free rate, plus an illiquidity premium where applicable. Risk-free rates are determined by reference to the yields published by EIOPA for the relevant, material

currencies. The illiquidity premium is estimated by reference to observable market corporate bond yields.

The annual spot rates, including illiquidity premium, used for the re-measurement of the net liability for incurred claims as at the balance sheet date are shown below for all portfolios:

2025

2024

As at 31 December

1 year

3 years

5 years

10 years

1 year

3 years

5 years

10 years

USD

3.93%

3.84%

3.97%

4.34%

4.68%

4.56%

4.52%

4.57%

EUR

2.58%

2.78%

2.98%

3.36%

2.74%

2.59%

2.64%

2.77%

GBP

4.04%

4.03%

4.17%

4.55%

4.96%

4.65%

4.54%

4.57%

The sensitivity of Conduit’s net reinsurance liability for incurred claims to interest rate movements is

detailed below, assuming linear movements in interest rates:

2025

2024

As at 31 December

Immediate shift in yield (basis points)

100

33.6

2.6

25.1

2.7

25.3

1.9

18.9

2.0

17.0

1.3

12.7

1.4

8.5

0.6

6.4

0.7

–

-25

(8.6)

(0.7)

(6.4)

(0.7)

-50

(17.3)

(1.3)

(12.9)

(1.4)

-75

(26.0)

(2.0)

(19.5)

(2.1)

-100

(34.8)

(2.6)

(26.1)

(2.8)

Investment risk

Movements in investments resulting from changes in interest and inflation rates, credit spreads, and

currency exchange rates, among other factors, may lead to an adverse impact on the value of

Conduit’s investment portfolio.

The management Investment Committee is responsible for all investment-related decisions and

investment guidelines. The investment guidelines set the parameters within which Conduit’s external

managers must operate. Important parameters of these guidelines include permissible asset classes,

duration ranges, credit quality, permitted currency, maturity, industry sectors, geographical, sovereign

and issuer exposures. Guideline compliance is monitored on a monthly basis. The portfolio of fixed

maturity securities is currently managed by four external managers. Their performance is monitored

on an ongoing basis. Conduit projects the level of funds required to meet near-term obligations and

cash flow needs following extreme events in order to ensure adequate liquidity is maintained. Conduit

also prioritises liquid asset classes with higher credit quality and shorter duration so that Conduit can

meet reinsurance and other near-term obligations. Conduit has split the portfolio into a short-tail

mandate, to better match the property and specialty classes of business, and a long-tail mandate, to

better match the casualty classes of business and some aspects of the specialty classes of business.

The short-tail mandate will be slightly shorter duration than the long-tail mandate.

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133

Notes to the consolidated financial statements continued

Conduit reviews the composition, duration and asset allocation of its investment portfolio on a regular

basis to respond to changes in interest rates and other market conditions. If certain asset classes are

anticipated to produce a higher return within management’s risk tolerance, an adjustment in asset

allocation may be made. Conversely, if the risk profile is expected to move outside of tolerance levels,

adjustments may be made to reduce the risks in the portfolio.

Conduit models various periods of significant stress in order to better understand the investment

portfolio’s risks and exposures. The scenarios represent what could, and most likely will, occur – albeit

not in the exact form of the scenarios, which are based on historic periods of volatility. Conduit also

monitors the portfolio impact of more severe scenarios consisting of extreme shocks.

Conduit focuses on the most significant risks in its investment portfolio which are interest rate risk,

credit risk and liquidity risk, and has built stress testing and risk analytics around these risks to ensure

they are within tolerances and preferences. Conduit seeks to invest in issuers with more sustainable

business practices on balance, as it believes that this will also help reduce risk in the portfolio.

Strategic asset allocation reviews will be undertaken periodically to assess Conduit’s overall

investment strategy and to consider alternative asset allocations to achieve the best risk-adjusted

return within Conduit’s risk appetite. Any resulting recommendations would be approved by the

appropriate management committee(s) and reported to the Board. The Investment Committee meets

quarterly to ensure that the strategic and tactical investment actions were consistent with investment

risk preferences, appetite, risk and return objectives and tolerances. The investment risk tolerances

have been incorporated into the risk framework.

The investment mix by mandate and sector of Conduit’s portfolio of fixed maturity securities

is as follows:

Estimated fair

value short-tail

value long-tail

value total

As at 31 December 2025

Short-term investments

14.1

0.3

14.4

US treasuries

294.5

253.5

548.0

US agency debt

2.0

2.6

4.6

US municipals

11.3

7.9

19.2

Non-US government and agency

–

3.4

Asset-backed

205.4

32.3

237.7

US government agency mortgage-backed

121.4

132.0

253.4

Non-agency mortgage-backed

38.2

24.6

62.8

Agency commercial mortgage-backed

5.6

–

5.6

Non-agency commercial mortgage-backed

46.2

54.3

100.5

Corporate

354.7

303.1

657.8

Total

1,093.4

814.0

1,907.4

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134

Notes to the consolidated financial statements continued

Estimated

Non-US

fair value

Other

government

short-tail

long-tail

total

Financials

industries

and agency

Total

As at 31 December 2024

Short-term investments

29.4

6.0

35.4

210.9

205.8

–

416.7

US treasuries

297.6

176.5

474.1

Canada

30.7

1.0

–

31.7

US agency debt

1.9

2.5

4.4

27.5

5.2

–

32.7

US municipals

14.2

6.5

20.7

Other countries

41.6

6.4

–

48.0

Non-US government and agency

–

Total

310.7

218.4

–

529.1

Asset-backed

171.6

39.4

211.0

The sector allocation of corporate bonds is as follows:

US government agency mortgage-backed

63.5

83.8

147.3

2025

2024

Non-agency mortgage-backed

22.0

8.6

30.6

As at 31 December

Agency commercial mortgage-backed

7.0

–

7.0

Financials

336.8

51.2

310.7

58.7

Non-agency commercial mortgage-backed

30.6

36.1

66.7

Industrials

284.0

43.2

193.5

36.6

Corporate

311.5

217.6

529.1

Utilities

37.0

5.6

24.9

4.7

Total

657.8

100.0

529.1

100.0

Total

949.3

577.0

1,526.3

Corporate and non-US government and agency bonds by country are as follows:

Non-US

Other

government

Financials

industries

and agency

Total

As at 31 December 2025

241.7

300.9

–

542.6

Canada

36.9

2.9

42.7

25.1

4.5

–

29.6

Other countries

33.1

12.7

0.5

46.3

Total

336.8

321.0

3.4

661.2

Conduit’s investment portfolio is comprised of fixed maturity securities and cash and cash equivalents.

Fair values can be impacted by movements in interest rates, credit ratings, exchange rates, the current

economic environment and outlook. The estimated fair value of the portfolio of fixed maturity

securities is generally inversely correlated to movements in market interest rates. If market interest

rates fall, the estimated fair value of Conduit’s portfolio of fixed maturity securities would tend to

rise and vice versa. The sensitivity of the price of fixed maturity securities to movements in interest

rates is indicated by their duration. The greater a security’s duration, the greater its price volatility

to movements in interest rates. The sensitivity of Conduit’s portfolio of fixed maturity securities to

interest rate movements is detailed in the following table, assuming linear movements in interest rates.

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135

Notes to the consolidated financial statements continued

2025

2024

As at 31 December

Immediate shift in yield (basis points)

100

(58.9)

(3.1)

(41.0)

(2.7)

(43.9)

(2.3)

(30.8)

(2.0)

(29.0)

(1.5)

(20.5)

(1.3)

(14.4)

(0.8)

(10.3)

(0.7)

–

-25

14.2

0.7

11.6

0.8

-50

28.2

1.5

23.1

1.5

-75

42.0

2.2

34.7

2.3

-100

55.6

2.9

46.3

3.0

Conduit mitigates interest rate risk on the investment portfolio by establishing and monitoring

duration ranges in its investment guidelines. The duration of the portfolio is matched to the modelled

expected duration of the reinsurance reserves, within a permitted range. The permitted duration range

for the portfolio is between 1.5 and 5 years. The overall duration for the fixed maturity securities,

managed cash and cash equivalents is 2.8 years as at 31 December 2025 (as at 31 December 2024:

2.5 years).

In addition to duration management, Conduit monitors VaR to measure potential losses in the

estimated fair values of its cash and invested assets and to understand and monitor risk. The VaR

calculation is performed using variance/covariance risk modelling. Securities are valued individually

using standard market pricing models. These security valuations serve as the input to many risk

analytics. The principal VaR measure that is produced is an annual VaR at the 99th percentile

confidence level. Under normal conditions, the portfolio is not expected to lose more than the VaR

metric listed below, 99% of the time over a one-year time horizon. The appropriateness of this

measure is considered by the Investment Committee periodically.

Conduit’s annual VaR calculation is as follows:

2025

2024

% of

shareholders’

As at 31 December

equity

99th percentile confidence level

97.0

8.8%

102.2

9.7%

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136

Notes to the consolidated financial statements continued

Currency risk

Conduit is susceptible to fluctuations in rates of foreign exchange, principally between the US dollar and pounds sterling and the US dollar and the euro. Even though risks are assumed on a worldwide basis,

they are predominantly denominated in US dollars. Conduit is exposed to currency risk to the extent its assets are denominated in different currencies to its liabilities. Conduit is also exposed to translation risk

on non-monetary assets and liabilities. Foreign currency gains and losses are recorded in the period they occur in the consolidated statement of comprehensive income.

Conduit hedges monetary non-US dollar liabilities primarily with non-US dollar assets but may also use derivatives, such as currency forwards, to mitigate foreign currency exposures. The main foreign

currency exposure relates to its reinsurance and ceded reinsurance assets and liabilities, cash holdings and dividend payable, if applicable.

The following table summarises the carrying value of all monetary and non-monetary assets and liabilities categorised by Conduit’s main currencies.

USD

GBP

EUR

Other

Total

As at 31 December 2025

Total assets

2,175.3

31.7

72.4

46.0

2,325.4

Total liabilities

(1,064.4)

(34.1)

(80.8)

(43.7)

(1,223.0)

Net assets (liabilities)

1,110.9

(2.4)

(8.4)

2.3

1,102.4

USD

GBP

EUR

Other

Total

As at 31 December 2024

Total assets

1,801.5

27.4

40.1

37.2

1,906.2

Total liabilities

(758.4)

(24.2)

(39.4)

(33.0)

(855.0)

Net assets (liabilities)

1,043.1

3.2

0.7

4.2

1,051.2

The impact on profit from a proportional foreign exchange movement of 10.0% against the US dollar at year end spot rates would be a decrease or increase of $0.5 million (31 December 2024: increase or

decrease of $1.3 million).

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137

Notes to the consolidated financial statements continued

c. Liquidity risk

Liquidity risk is the risk that cash may not be available to pay obligations when they are due without

incurring unreasonable costs. Conduit’s main exposure to liquidity risk is with respect to its reinsurance

and investment activities. Conduit is exposed if proceeds from the sale of financial assets are not

sufficient to fund obligations arising from reinsurance contracts and/or other liabilities. Conduit can be

exposed to fund daily calls on its available investment assets, principally to settle reinsurance claims

and/or to fund trust accounts following a large catastrophe loss, or other collateral requirements.

Liquidity risk exposures related to reinsurance activities are as follows:

•

Large catastrophic events, or multiple medium-sized events in quick succession, requiring the

payment of high-value claims within a short time frame or to fund trust accounts established to

collateralise claims payment liabilities;

•

Failure of cedants to meet their contractual obligations with respect to the timely payment

of premiums; and

•

Failure of Conduit’s ceded reinsurers to meet their contractual obligations to pay claims within a

timely manner.

Liquidity risk exposures related to investment activities are as follows:

•

Adverse market movements and/or a duration mismatch to obligations, resulting in investments

needing to be disposed of at a significant realised loss; and

•

An inability to liquidate investments due to market conditions.

Conduit’s investment strategy is to hold high quality, liquid securities sufficient to meet reinsurance

liabilities and other near-term liquidity requirements. Portfolios are specifically designed to ensure

funds are readily available in an extreme event.

The maturity dates of Conduit’s portfolio of fixed maturity securities are as follows:

Short-tail

Long-tail

Total

As at 31 December 2025

Fixed maturity securities at FVTPL

Less than one year

145.3

56.9

202.2

Between one and two years

144.9

52.7

197.6

Between two and three years

167.3

94.4

261.7

Between three and four years

59.1

63.6

122.7

Between four and five years

78.0

62.9

140.9

Over five years

82.0

240.3

322.3

Asset-backed and mortgage-backed

416.8

243.2

660.0

Total

1,093.4

814.0

1,907.4

Short-tail

Long-tail

Total

As at 31 December 2024

Fixed maturity securities at FVTPL

Less than one year

134.7

11.4

146.1

Between one and two years

169.2

64.7

233.9

Between two and three years

120.3

46.9

167.2

Between three and four years

61.1

95.5

156.6

Between four and five years

68.2

50.1

118.3

Over five years

101.1

140.5

241.6

Asset-backed and mortgage-backed

294.7

167.9

462.6

Total

949.3

577.0

1,526.3

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138

Notes to the consolidated financial statements continued

The estimated maturity profile of the reinsurance liability for incurred claims and financial liabilities of Conduit is as follows:

Years until liability becomes due – discounted

2025

2024

Carrying

Less than

Carrying

Less than

value

one

One to three

Three to five

Over five

Total

value

one

One to three

Three to five

Over five

Total

As at 31 December

Note

Reinsurance liability for incurred claims

1,366.2

440.1

543.5

227.7

154.9

1,366.2

978.0

280.4

403.9

175.8

117.9

978.0

Other reinsurance payables

11.4

–

11.4

6.3

–

6.3

Other payables

11.7

–

11.7

18.9

–

18.9

Lease liabilities

0.8

–

0.8

1.6

0.8

–

1.6

Total

1,390.1

464.0

543.5

227.7

154.9

1,390.1

1,004.8

306.4

404.7

175.8

117.9

1,004.8

Actual maturities of the above may differ from contractual maturities because certain borrowers have the right to call or prepay certain obligations with or without call or prepayment penalties. The estimation

of the ultimate liability for incurred claims is complex and incorporates a significant amount of judgement. The timing of payments is also uncertain and cannot be predicted as simply as for other financial

liabilities. Actuarial and statistical techniques, past experience and management’s judgement have been used to determine a likely settlement pattern.

As at 31 December 2025, cash and cash equivalents were $339.2 million (31 December 2024: $313.2 million). Conduit manages its liquidity risks via its investment strategy to hold high quality, liquid securities,

sufficient to meet its reinsurance liabilities and other near-term liquidity requirements. In addition, Conduit has established asset allocation and maturity parameters within the investment guidelines such that

the majority of the investments are in high quality assets which could be converted into cash promptly and at minimal expense. Conduit monitors market changes and outlook and reallocates assets as it

deems necessary.

As at 31 December 2025, Conduit considers it has more than adequate liquidity to pay its obligations as they fall due even if difficult investment market conditions were to prevail for a period of time.

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Financial Statements

139

Notes to the consolidated financial statements continued

d. Credit risk

Credit risk is the risk that a counterparty may fail to pay, or repay, a debt or obligation. Conduit is

exposed to credit risk on its fixed maturity investment portfolio, its expected premium cash flows

due from cedants and on ceded reinsurance recoverables.

Credit risk on Conduit’s portfolio of fixed maturity securities is mitigated through the investment

policy to invest in instruments of high credit quality issuers and to limit the amounts of credit exposure

with respect to particular ratings categories and any one issuer. Securities rated below an S&P or

equivalent rating of BBB may comprise no more than 15.0% of the portfolio. Conduit also limits

exposure to individual issuers, with declining limits for less highly rated issuers. Conduit therefore does

not expect any significant credit concentration risk on its investment portfolio, except for fixed

maturity securities issued by the US government and its agencies.

Conduit is potentially exposed to counterparty credit risk in relation to the total expected premium

cash flows due from reinsurance brokers and cedants and on ceded reinsurance recoverables due

from Conduit’s reinsurers. Credit risk on total expected premium cash flows due from cedants is

managed by conducting business with reputable broking organisations, with whom Conduit has

established relationships, and by rigorous cash collection procedures. Conduit also has a broker

approval process in place. Credit risk from ceded reinsurance recoverables is primarily managed by

the review and approval of reinsurer security, with ongoing monitoring in place.

Ceded reinsurance recoverables are recorded within ceded reinsurance contract assets as the ceded

asset for incurred claims which is shown in note 15.

The table opposite presents an analysis of Conduit’s major exposures to counterparty credit risk,

based on their rating. Expected premium cash flows are not rated, however there is limited default

risk associated with these amounts.

Cash and cash

equivalents and fixed

Ceded asset for

maturity securities

incurred claims

As at 31 December 2025

AAA

657.1

–

AA+, AA, AA-

934.4

–

A+, A, A-

526.1

35.8

BBB+, BBB, BBB-

124.9

–

Other

4.1

14.3

Total

2,246.6

50.1

Cash and cash

equivalents and fixed

Ceded asset for

maturity securities

incurred claims

As at 31 December 2024

AAA

566.4

–

AA+, AA, AA-

742.2

–

A+, A, A-

441.5

24.6

BBB+, BBB, BBB-

89.4

–

Other

–

16.6

Total

1,839.5

41.2

The ceded reinsurance assets classified as other are fully collateralised.

As at 31 December 2025 the average credit quality of Conduit’s cash and cash equivalents and

portfolio of fixed maturity securities was AA (31 December 2024: AA).

Total expected premium cash flows represents the premium, net of deductions, expected to be

received for past and future reinsurance coverage. The following table shows total expected premium

cash flows that are not yet due and those that are past due but not impaired, which represents the

exposure to credit risk on reinsurance contracts issued at the balance sheet date.

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140

Notes to the consolidated financial statements continued

2025

2024

As at 31 December

Not yet due

462.0

440.1

Less than 90 days past due

17.3

21.4

Over 90 days past due

8.1

4.8

Total

487.4

466.3

For the years ended 31 December 2025 and 2024 no provisions have been made for impaired

or irrecoverable balances and no amount was charged to the consolidated statement of

comprehensive income in respect of bad debts.

e. Operational risk

Operational risk is the risk of loss resulting from inadequate or failed internal processes, personnel,

systems or external events. During the reporting period, various operational risks were identified,

and steps were taken to manage or mitigate those risks.

The risk framework addresses the identification, assessment and mitigation of operational risks. This

process involves the use of risk registers to identify inherent risk and residual risk after the application

of controls. The management of individual risks rests with functional managers who have direct

ownership of those risks within their respective business area or process. The risk function provides

independent challenge and oversight to ensure risks are effectively managed. This includes facilitating

a quarterly risk and control affirmations process and performing control testing, with the outcomes

informing the overall assessment of the control environment. The results of compliance reviews and

independent internal audits provide an additional level of review and verification. The Audit

Committee has selected a reputable provider to serve as outsourced internal auditors.

f. Strategic risk

Conduit has identified several strategic risks, including:

•

The risks that either the poor execution of the business plan or an inappropriate business plan in

itself results in a strategy that fails to reflect adequately the trading environment, resulting in an

inability to optimise performance, including reputational risk;

•

The risks of the failure to maintain adequate capital, accessing capital at an inflated cost or the

inability to access capital and unanticipated changes in vendor, regulatory and/or rating agency

models that could result in an increase in capital requirements or a change in the type of capital

required; and

•

The risks of succession planning, staff retention and key personnel risks.

Business plan risk

Conduit’s business plan forms the basis of operations and provides strategic direction to management.

Actual versus planned results are monitored regularly.

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Financial Statements

141

Notes to the consolidated financial statements continued

Capital management risk

Total tangible capital is as follows:

2025

2024

As at 31 December

Shareholders’ equity

1,102.4

1,051.2

Risks associated with the effectiveness of Conduit’s capital management are mitigated as follows:

•

Regular monitoring of current and prospective regulatory and rating agency capital requirements;

•

Oversight of capital requirements by the Board;

•

Ability to purchase sufficient, cost-effective reinsurance;

•

Maintaining contact with vendors, regulators and rating agencies in order to stay abreast

of upcoming developments; and

•

Participation in industry groups such as the Association of Bermuda Insurers and Reinsurers,

Reinsurance Association of America and the International Underwriting Association.

Conduit reviews the level and composition of capital on an ongoing basis with a view of:

•

Maintaining sufficient capital for underwriting opportunities and to meet obligations

to policyholders;

•

Maximising the risk-adjusted return to shareholders within the context of the defined risk appetite;

•

Maintaining an adequate financial strength rating; and

•

Meeting all relevant capital requirements.

Capital is increased or returned as appropriate. The retention of earnings generated leads to an

increase in capital. Capital raising can include debt or equity and returns of capital may be made

through dividends, share repurchases, a redemption of debt or any combination thereof. Other capital

management tools and products available to Conduit may also be utilised. All capital actions require

approval by the Board.

The primary source of capital used by Conduit is equity shareholders’ funds. As a holding company,

CHL relies on dividends from its operating entity to provide the cash flow required for dividends to

shareholders. The ability of the operating entity to pay dividends and make capital distributions is

subject to the legal and regulatory restrictions of the jurisdiction in which it operates.

CRL is regulated as a Class 4 (re)insurer by the BMA and is required to hold sufficient capital under

applicable regulations. The BMA’s regulatory framework has been assessed as equivalent to the EU’s

Solvency II regime. CRL had sufficient capital at all times throughout the year to meet the BMA’s

requirements, inclusive of the BSCR standard formula and minimum margin of solvency.

Retention risk

Risks associated with succession planning, staff retention and key person risks are mitigated through

a combination of resource planning processes and controls, including:

•

The identification of key personnel with appropriate succession plans at CHL;

•

The identification of key team profit generators at CRL and function heads with targeted

retention packages;

•

Documented recruitment procedures, position descriptions and employment contracts;

•

Resource monitoring and the provision of appropriate compensation, including equity-based

incentives which vests over a defined time horizon, subject to achieving certain performance

criteria; and

•

Training schemes.

Conduit Holdings Limited | Annual Report 2025

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Financial Statements

142

Notes to the consolidated financial statements continued

4. Segmental reporting

Management and the Board review Conduit’s business and evaluates its performance primarily

by three segments: Property, Casualty and Specialty. These are considered to be the reportable

segments for the purposes of segmental reporting. Further classes of business are underwritten

within each reportable segment. The nature of these individual classes is discussed further in the

Risk disclosures section in note 3.

Reportable

Operations and classes of business

segments

Property

US and international property catastrophe and non-catastrophe risks on an excess

of loss and proportional contract basis.

Casualty

US and international casualty risks principally including directors and officers liability,

financial institutions liability, general liability, medical malpractice, professional liability

and transactional liability.

Specialty

Diverse portfolio of business, including aviation, energy, engineering and

construction, environmental, marine, renewables, political violence and terrorism

and whole account.

Reportable segment performance is measured by the reinsurance service and finance result and the

combined ratio. The chief operating decision maker does not manage Conduit’s assets by reportable

segment, and, accordingly, investment income and other non-underwriting related items are not

allocated to each reportable segment. Refer to the risk disclosures for more information. All amounts

reported are transactions with external parties and associates.

There are no significant inter-segmental transactions.

Property

Casualty

Specialty

Total

Year ended 31 December 2025

Reinsurance revenue by geographic region

268.4

131.3

13.7

413.4

Worldwide

140.0

74.4

110.0

324.4

Europe

49.5

49.4

20.8

119.7

Other

36.6

1.5

39.6

Reinsurance revenue

494.5

256.6

146.0

897.1

Property

Casualty

Specialty

Total

Year ended 31 December 20241

Reinsurance revenue by geographic region

239.1

111.3

10.9

361.3

Worldwide

157.0

63.9

100.5

321.4

Europe

34.8

39.4

22.9

97.1

Other

30.2

2.8

0.9

33.9

Reinsurance revenue

461.1

217.4

135.2

813.7

For the year ended 31 December 2025 there was no premium within the worldwide geographic region

written with external parties in Bermuda (31 December 2024: $0.7 million).

current period presentation.

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143

Notes to the consolidated financial statements continued

2025

20241

Property

Casualty

Specialty

Total

Property

Casualty

Specialty

Total

Year ended 31 December

Reinsurance revenue

494.5

256.6

146.0

897.1

461.1

217.4

135.2

813.7

Ceded reinsurance expenses

(107.9)

(1.2)

(10.0)

(119.1)

(81.7)

(1.4)

(10.6)

(93.7)

Net reinsurance revenue

386.6

255.4

136.0

778.0

379.4

216.0

124.6

720.0

Reinsurance losses and loss related amounts, discounted

(305.9)

(187.3)

(130.0)

(623.2)

(274.0)

(156.7)

(100.2)

(530.9)

Reinsurance operating expenses

(41.3)

(15.5)

(8.4)

(65.2)

(39.3)

(14.0)

(7.2)

(60.5)

Reinsurance service expenses

(347.2)

(202.8)

(138.4)

(688.4)

(313.3)

(170.7)

(107.4)

(591.4)

Ceded reinsurance recoveries

2.3

18.0

20.3

(0.4)

3.4

3.0

Reinsurance service result

41.7

52.6

15.6

109.9

65.7

45.3

20.6

131.6

Net reinsurance finance income (expense)

(27.3)

(34.1)

(15.8)

(77.2)

(12.3)

(10.5)

(8.0)

(30.8)

Reinsurance service and finance result

14.4

18.5

(0.2)

32.7

53.4

34.8

12.6

100.8

Other operating expenses

(24.8)

(30.8)

Net unallocated revenue (expenses)

108.9

55.6

Total comprehensive income

116.8

125.6

Net loss ratio (discounted)

78.5%

73.3%

82.4%

77.5%

72.3%

72.5%

77.7%

73.3%

Reinsurance operating expense ratio

10.7%

6.1%

6.2%

8.4%

10.4%

6.5%

5.8%

8.4%

Other operating expense ratio

3.2%

4.3%

Combined ratio (discounted)

89.2%

79.4%

88.6%

89.1%

82.7%

79.0%

83.5%

86.0%

Net loss ratio (undiscounted)

86.4%

93.2%

94.1%

89.9%

79.8%

89.4%

90.0%

84.4%

Combined ratio (undiscounted)

97.1%

99.3%

100.3%

101.5%

90.2%

95.9%

95.8%

97.1%

current period presentation.

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Financial Statements

144

Notes to the consolidated financial statements continued

5. Investment return

Net

Total

investment

Net realised

Net unrealised

investment

income

gains (losses)

return

As at 31 December 2025

Fixed maturity securities

71.5

(0.4)

39.2

110.3

Cash and cash equivalents

9.2

–

9.2

Total

80.7

(0.4)

39.2

119.5

Net

Total

investment

Net realised

Net unrealised

investment

income

gains (losses)

return

As at 31 December 2024

Fixed maturity securities

54.4

0.1

1.0

55.5

Cash and cash equivalents

10.6

–

10.6

Total

65.0

0.1

1.0

66.1

6. Reinsurance finance return

2025

2024

Year ended 31 December

Interest accretion from reinsurance contracts

(63.1)

(39.6)

Interest accretion from ceded reinsurance contracts held

2.0

Net interest accretion

(61.1)

(37.6)

Change in discount rates from reinsurance contracts

(16.9)

6.9

Change in discount rates from ceded reinsurance contracts held

0.8

(0.1)

Net change in discount rates

(16.1)

6.8

Net reinsurance finance income (expense)

(77.2)

(30.8)

Included in net investment income is $2.0 million of investment management and custody fees for the

year ended 31 December 2025 (31 December 2024: $1.6 million). Net foreign exchange gains (losses)

on cash and cash equivalents and fixed maturity securities for the year ended 31 December 2025 was

$9.3 million (31 December 2024: $(4.5) million). Foreign exchange impacts are not included in the

investment returns in the table above.

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Financial Statements

145

Notes to the consolidated financial statements continued

7. Employee benefits and other incentives

The following table lists the assumptions used in the stochastic model for the MIP awards:

Aggregate remuneration and other incentives of Conduit’s employees is as follows:

Assumptions

2025

2024

Dividend yield

Expected volatility1

range from 17.2% – 19.0%

Year ended 31 December

Wages and salaries

17.1

14.9

Risk-free interest rate2

range from 0.3% – 0.6%

Pension benefit

2.0

1.6

Expected life of instruments

range from 4 to 7 years

Bonus and other benefits

18.2

18.1

1 The expected volatility was calculated based on a comparator group of companies.

Total cash compensation

37.3

34.6

2 The risk-free interest rate is based on the yield of a US government bond on the date of grant.

Equity-based incentive expense

9.3

7.1

Total employee benefits and other incentives

46.6

41.7

Equity-based incentive schemes

MIP

Prior to the IPO, a MIP was created. The purpose of the MIP was to provide an incentive scheme for

the founders and initial employees for their services in establishing the foundations of Conduit. The

incentive is based around shares in CML, which will be automatically exchanged for ordinary shares of

CHL for an aggregate value equivalent to up to 15% of the excess of the market value of CHL over and

above the Invested Equity, subject to the satisfaction of the vesting conditions. All outstanding grants

have an exercise period of four to seven years from the grant date. The fair value is estimated using a

stochastic Monte Carlo model.

CML issued 100,000 A1 shares and 100,000 A2 shares during the period ended 31 December 2020

at a subscription price of £1.72 and $2.26, respectively. Refer to note 18 for additional details.

The shares were granted prior to the IPO and therefore discounts for business viability and lack of

marketability were also applied. There are significant risks associated with an IPO and the instruments

are also illiquid until the tranche vesting dates. Management therefore selected their best estimates at

the time for these discounts. These assumptions were highly judgemental and input from advisers was

sought. Management also considered alternative assumptions and concluded there was not a material

impact on the estimated valuation selected. The calculation of the equity-based incentive expense

assumes no forfeitures due to employee turnover, with subsequent adjustments to reflect actual

experience. The assumptions and estimated valuation selected resulted in 20% being expensed

upfront for certain employees as this portion was not tied to service conditions and was fully

expensed in the period ended 31 December 2020.

Conditions of the MIP include:

•

The incentives are to be equity settled and have therefore been accounted for in accordance with

IFRS 2;

•

The value of the services received in exchange for the share-based incentives is measured by

reference to the estimated fair value of the incentives at their grant date, with the estimated fair

value recognised in the consolidated statement of comprehensive income, together with a

corresponding increase in other reserves within shareholders’ equity, on a straight-line basis over

the vesting period, based on an estimate of the number of shares that will ultimately vest;

•

Vesting conditions, other than market conditions linked to the share price of CHL, are not taken

into account when estimating the fair value; and

•

At the end of each reporting period Conduit revises its estimates of the number of shares that are

expected to vest due to non-market conditions and recognises the impact of the revision to original

estimates, if any, in the consolidated statement of comprehensive income, with a corresponding

adjustment to shareholders’ equity.

Conduit Holdings Limited | Annual Report 2025

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Financial Statements

146

Notes to the consolidated financial statements continued

DSBP

Number of

A percentage of each employee’s bonus is automatically deferred into shares as nil cost options.

LTIP

awards

The nil cost options vest annually in separate equal tranches over a three year period from the date

Outstanding as at 31 December 2023

365,984

of grant and do not have associated performance criteria attached to the awards. These awards

Granted

658,446

accrue dividend equivalents for all dividends declared where the record date falls between the grant

Exercised

–

date and date of exercise, and are paid at the time of exercise.

Forfeited

(41,733)

Number of

Outstanding as at 31 December 2024

982,697

DSBP

awards

Outstanding as at 31 December 2023

782,692

Granted

1,145,537

Granted

1,102,968

Exercised

–

Exercised

(339,282)

Forfeited

(56,353)

Forfeited

(24,363)

Outstanding as at 31 December 2025

2,071,881

Outstanding as at 31 December 2024

1,522,015

Granted

1,074,807

Exercised

(693,573)

Forfeited

(15,947)

Outstanding as at 31 December 2025

1,887,302

LTIP – time vesting criteria

The LTIP is a retention scheme with awards granted to staff members as nil cost options. The nil

cost options vest over a three year period from the date of grant and the time vesting criteria are

the only stipulations attached to the awards. These awards accrue dividend equivalents for all

dividends declared where the record date falls between the grant date and date of exercise, and

are paid at the time of exercise.

LTIP – performance criteria

The LTIP awards with performance criteria vest three years from the date of grant and are dependent

on certain performance criteria being met. A maximum of 75% of the awards will vest if the change in

NTAVS is in excess of a required threshold, while the remaining 25% is subject to the TSR return over

the vesting period being in excess of a required threshold. These awards accrue dividend equivalents

for all dividends declared where the record date falls between the grant date and date of exercise,

and are paid at the time of exercise.

Number of

LTIP

awards

Outstanding as at 31 December 2023

–

Granted

417,780

Exercised

–

Forfeited

–

Outstanding as at 31 December 2024

417,780

Granted

609,972

Exercised

–

Forfeited

–

Outstanding as at 31 December 2025

1,027,752

Conduit Holdings Limited | Annual Report 2025

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Financial Statements

147

Notes to the consolidated financial statements continued

8. Other operating expenses

2025

2024

As at 31 December

Other operating expenses include:

Audit fees

1.2

1.1

Other auditor services

0.1

Total

1.3

1.2

During the year ended 31 December 2025, KPMG Audit Limited provided non-audit services in relation

to Conduit’s 2025 interim review and carbon emission disclosures. Fees for non-audit services in the

year ended 31 December 2025 totalled $0.1 million (31 December 2024: $0.1 million).

9. Financing costs

2025

2024

As at 31 December

LOC and trust fees

1.2

1.1

Interest expense on lease liabilities

–

0.1

Total

1.2

Refer to note 17 for details of Conduit’s financing arrangements.

10. Government assistance

Bermuda Tax Credits (Tax Credit Act 2025)

In December 2025, the Bermuda Government enacted the Tax Credit Act 2025, introducing

substance-based tax credits designed to support entities demonstrating substantive economic

presence in Bermuda. Conduit qualifies for these credits.

The credits are earned in full each annual period based on Conduit’s eligible payroll costs,

Bermuda-based expenditure and other qualifying investments in people. Once earned, the credits

are utilised over a four-year period as an offset to payroll tax, subject to annual utilisation caps.

Any portion that cannot be utilised within the four-year period is payable in cash to Conduit by

the Bermuda Government.

For the year ended 31 December 2025, Conduit recognised tax credits of $6.9 million (2024: nil) in the

statement of comprehensive income. These credits have been recorded as a reduction in reinsurance

and other operating expenses, consistent with the nature of the underlying cost. The corresponding

receivable, included in other assets, represents the portion of the 2025 credit expected to be utilised in

future periods.

As at 31 December 2025, Conduit recognised a receivable of $8.0 million (2024: nil), representing the

unused portion of the 2025 credit. Recognition of the receivable reflects management’s assessment

that Conduit satisfies the eligibility requirements of the Tax Credit Act and has reasonable assurance

of recovery.

The difference of $1.1 million (2024: nil) between the credit recognised in the statement of

comprehensive income and the receivable reflects the application of Conduit's IFRS 17 expense

allocation methodology, including the deferral of acquisition-related operating expenses in accordance

with Conduit’s accounting policy in that regard.

Further information on the accounting policy is provided in note 2.

11.

Tax

Bermuda

CHL, CSL, CML and CRL have received an undertaking from the Bermuda government which exempts

them from all Bermuda local income, withholding and capital gains taxes until 31 March 2035. On 27

December 2023 the Bermuda government enacted legislation, the Bermuda CIT Act of 2023, into law.

CHL, CSL, CML and CRL are currently not in scope for this new legislation and as such, the exemptions

provided by the Bermuda government undertaking still apply.

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Financial Statements

148

Notes to the consolidated financial statements continued

12. Cash and cash equivalents

2025

2024

As at 31 December

Cash at bank and in hand

28.8

25.4

Cash equivalents

310.4

287.8

Total

339.2

313.2

Cash equivalents include money market funds and other short-term highly liquid investments with

three months or less remaining until maturity at the time of purchase. The carrying amount of these

assets approximates their fair value. Refer to note 17 for cash and cash equivalents provided as

collateral under Conduit’s financing arrangements.

13. Investments

Cost or

amortised

Unrealised

Estimated

cost

gains

losses

fair value

As at 31 December 2025

Fixed maturity securities, at FVTPL

Short-term investments

14.4

–

14.4

US treasuries

547.2

4.6

(3.8)

548.0

US agency debt

4.6

–

4.6

US municipals

18.8

0.5

(0.1)

19.2

Non-US government and agency

3.3

0.1

–

3.4

Asset-backed

237.3

0.9

(0.5)

237.7

US government agency mortgage-backed

263.4

2.0

(12.0)

253.4

Non-agency mortgage-backed

63.5

0.3

(1.0)

62.8

Agency commercial mortgage-backed

5.7

0.1

(0.2)

5.6

Non-agency commercial mortgage-backed

101.9

0.7

(2.1)

100.5

Corporate

651.9

9.7

(3.8)

657.8

Total

1,912.0

18.9

(23.5)

1,907.4

Cost or

amortised

Unrealised

Estimated

cost

gains

losses

fair value

As at 31 December 2024

Fixed maturity securities, at FVTPL

Short-term investments

35.4

–

35.4

US treasuries

485.0

0.6

(11.5)

474.1

US agency debt

4.5

–

(0.1)

4.4

US municipals

20.9

0.2

(0.4)

20.7

Non-US government and agency

–

Asset-backed

211.7

0.5

(1.2)

211.0

US government agency mortgage-backed

164.8

0.2

(17.7)

147.3

Non-agency mortgage-backed

31.7

0.2

(1.3)

30.6

Agency commercial mortgage-backed

7.4

–

(0.4)

7.0

Non-agency commercial mortgage-backed

70.6

0.1

(4.0)

66.7

Corporate

538.1

2.2

(11.2)

529.1

Total

1,570.1

4.0

(47.8)

1,526.3

As at 31 December 2025 other assets and other payables included nil and $0.5 million for investments

sold and purchased, respectively (31 December 2024: nil and $6.4 million, respectively).

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149

Notes to the consolidated financial statements continued

Conduit determines the estimated fair value of each individual security utilising the highest-level

inputs available. Prices for the investment portfolio are provided via a third-party investment

accounting firm whose pricing processes and the controls thereon are subject to an annual audit

on both the operation and the effectiveness of those controls. Various recognised reputable pricing

sources are used including pricing vendors. The pricing sources use bid prices where available,

otherwise indicative prices are quoted based on observable market trade data. The prices provided

are compared to the investment managers’ pricing.

Conduit has not made any adjustments to any pricing provided by independent pricing services or

its third-party investment managers for the years ended 31 December 2025 and 2024. The fair value

of securities in the investment portfolio is estimated using the following techniques:

LEVEL (I) – Level (I) investments are securities with quoted prices in active markets. A financial

instrument is regarded as quoted in an active market if quoted prices are readily and regularly

available from an exchange, dealer, broker, industry group, pricing service or regulatory agency and

those prices represent actual and regularly occurring market transactions on an arm’s length basis.

LEVEL (II) – Level (II) investments are securities with quoted prices in active markets for similar assets

or liabilities or securities valued using other valuation techniques for which all significant inputs are

based on observable market data. Instruments included in Level (II) are valued via independent

external sources using directly observable inputs to models or other valuation methods. The valuation

methods used are typically industry accepted standards and include broker-dealer quotes and pricing

models including present values and future cash flows with inputs such as yield curves, credit spreads,

interest rates, prepayment speeds and default rates.

LEVEL (III) – Level (III) investments are securities for which valuation techniques are not based

on observable market data and require significant management judgement.

Conduit determines whether transfers have occurred between levels of the fair value hierarchy by

re-assessing the categorisation at the end of each reporting period. Transfers from Level (I) to (II)

securities amounted to $56.1 million and transfers from Level (II) to (I) securities amounted to

$101.0 million during the year ended 31 December 2025 using end of current period positions and

estimated fair values. Transfers from Level (I) to (II) securities amounted to $19.1 million and transfers

from Level (II) to (I) securities amounted to $54.7 million during the year ended 31 December 2024

using end of current period positions and estimated fair values. There were no investments included

in Level (III) for either year end.

The fair value hierarchy of Conduit’s investment portfolio is as follows:

Level I

Level II

Total

As at 31 December 2025

Fixed maturity securities, at FVTPL

Short-term investments

12.3

2.1

14.4

US treasuries

548.0

–

548.0

US agency debt

2.0

2.6

4.6

US municipals

–

19.2

Non-US government and agency

–

3.4

Asset-backed

–

237.7

US government agency mortgage-backed

–

253.4

Non-agency mortgage-backed

–

62.8

Agency commercial mortgage-backed

–

5.6

Non-agency commercial mortgage-backed

–

100.5

Corporate

176.7

481.1

657.8

Total

739.0

1,168.4

1,907.4

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150

Notes to the consolidated financial statements continued

Level I

Level II

Total

A summary of interests in unconsolidated structured entities is as follows:

As at 31 December 2024

2025

2024

Fixed maturity securities, at FVTPL

As at 31 December

Short-term investments

30.9

4.5

35.4

Fixed maturity securities, at FVTPL

US treasuries

474.1

–

474.1

Asset-backed

237.7

211.0

US agency debt

1.9

2.5

4.4

US government agency mortgage-backed

253.4

147.3

US municipals

0.5

20.2

20.7

Non-agency mortgage-backed

62.8

30.6

Non-US government and agency

–

Agency commercial mortgage-backed

5.6

7.0

Asset-backed

–

211.0

Non-agency commercial mortgage-backed

100.5

66.7

US government agency mortgage-backed

–

147.3

Total

660.0

462.6

Non-agency mortgage-backed

–

30.6

Agency commercial mortgage-backed

–

7.0

The fixed maturity structured entities are used to meet specific investment needs of borrowers and

Non-agency commercial mortgage-backed

–

66.7

investors which cannot be met from standardised financial instruments available in the capital markets,

providing liquidity and diversification. While individual securities may differ in structure, the principles

Corporate

130.7

398.4

529.1

of the instruments are similar and it is appropriate to aggregate the investments into the categories

Total

638.1

888.2

1,526.3

detailed above.

Refer to note 17 for investments provided as collateral under Conduit’s financing arrangements.

14. Interests in structured entities

Unconsolidated structured entities in which Conduit has an interest

As part of Conduit’s investment activities, it invests in unconsolidated structured entities. Conduit does

not sponsor any of the unconsolidated structured entities. The business relations of Conduit with the

structured entities set out below do not give rise to consolidation because the criteria for control

pursuant to IFRS 10, as contained in our consolidation principles, are not met.

The risk that Conduit faces in respect of the investments in structured entities is similar to the risk it

faces in respect of other financial investments held on the consolidated balance sheet. Fair value is

determined by market supply and demand, which is driven by investor evaluation of the credit risk

of the structure and changes in the term structure of interest rates which can change the expectation

of cash flows associated with the instrument and, therefore, its value in the market.

The maximum exposure to loss in respect of these structured entities would be the carrying value

of the instruments that Conduit holds. Generally, default rates would have to increase substantially

before Conduit would suffer a loss. This assessment is made prior to investing and regularly through

the holding period for the security. Refer to note 17 for investments provided as collateral under

Conduit’s financing arrangements.

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151

Notes to the consolidated financial statements continued

15. Reinsurance contracts

The breakdown of portfolios of reinsurance contracts issued and reinsurance contracts held, that are

in an asset position and those in a liability position and by type of reinsurance asset or liability, is set

out below.

2025

2024

As at 31 December

Reinsurance contract liabilities

(1,210.5)

(834.5)

Liability for remaining coverage

167.1

149.8

Liability for incurred claims

(1,366.2)

(978.0)

Other reinsurance receivables (payables)

(11.4)

(6.3)

Reinsurance net asset (liability)

(1,210.5)

(834.5)

Ceded reinsurance contract assets

51.4

48.9

Ceded asset (liability) for remaining coverage

(3.5)

1.4

Ceded asset for incurred claims

50.1

41.2

Ceded other receivables (payables)

4.8

6.3

Ceded reinsurance net asset (liability)

51.4

48.9

The reconciliation from the opening to the closing balances of the liability for remaining coverage and

the liability for incurred claims for reinsurance contracts issued and ceded reinsurance contracts held

is shown on the next page. The reconciliation shows the movement in the liability by the reinsurance

service result, total comprehensive income (loss) and cash flows separately for reinsurance contracts

issued and ceded reinsurance contracts held.

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152

Notes to the consolidated financial statements continued

2025

2024

Remaining

coverage

Incurred claims

coverage

Incurred claims

Present value

Excluding loss

of future cash

Risk

Excluding loss

of future cash

Risk

Year ended 31 December ($m)

component

flows

adjustment

Total

component

flows

adjustment

Total

Opening reinsurance asset (liability)

149.8

(899.1)

(78.9)

(828.2)

109.7

(542.3)

(49.9)

(482.5)

Reinsurance revenue

897.1

–

897.1

813.7

–

813.7

Reinsurance service expenses

Incurred claims and other expenses

–

(586.9)

(49.0)

(635.9)

–

(514.8)

(35.3)

(550.1)

Amortisation of reinsurance acquisition expense cash flows

(49.9)

–

(49.9)

(46.0)

–

(46.0)

Changes to liabilities for incurred claims for past service

–

(14.9)

12.3

(2.6)

–

(3.7)

8.4

4.7

Reinsurance service expenses

(49.9)

(601.8)

(36.7)

(688.4)

(46.0)

(518.5)

(26.9)

(591.4)

Reinsurance service result

847.2

(601.8)

(36.7)

208.7

767.7

(518.5)

(26.9)

222.3

Reinsurance finance income (expense)

–

(73.0)

(7.0)

(80.0)

–

(30.3)

(2.4)

(32.7)

Effect of exchange rates

(1.4)

(8.2)

(0.8)

(10.4)

1.3

2.5

0.3

4.1

Total changes in comprehensive income (loss)

845.8

(683.0)

(44.5)

118.3

769.0

(546.3)

(29.0)

193.7

Investment components

29.7

(29.7)

–

27.4

(27.4)

–

Cash flows

Premiums received1

(907.6)

–

(907.6)

(803.2)

–

(803.2)

Claims and other attributable expenses paid

–

369.0

–

369.0

–

216.9

–

216.9

Reinsurance acquisition expense cash flows1

49.4

–

49.4

46.9

–

46.9

Total cash flows

(858.2)

369.0

–

(489.2)

(756.3)

216.9

–

(539.4)

Closing reinsurance asset (liability)

167.1

(1,242.8)

(123.4)

(1,199.1)

149.8

(899.1)

(78.9)

(828.2)

Certain reinsurance acquisition expense cash flows that are typically net settled have been re-presented in comparative periods in order to be consistent with the current period presentation.

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153

Notes to the consolidated financial statements continued

2025

2024

Remaining

coverage

Incurred claims

coverage

Incurred claims

Excluding loss

Present value

Excluding loss

Present value

component

of future cash

Risk

component

of future cash

Risk

Year ended 31 December ($m)

recovery

flows

adjustment

Total

recovery

flows

adjustment

Total

Opening ceded reinsurance asset (liability)

1.4

41.2

–

42.6

(1.2)

42.6

–

41.4

Ceded reinsurance expenses

(119.1)

–

(119.1)

(93.7)

–

(93.7)

Ceded reinsurance recoveries

Amounts recoverable on incurred claims

–

3.6

–

3.6

–

3.4

–

3.4

Changes to amounts recoverable for incurred claims

–

16.7

–

16.7

–

(0.4)

–

(0.4)

Ceded reinsurance recoveries

–

20.3

–

20.3

–

3.0

–

3.0

Reinsurance service result

(119.1)

20.3

–

(98.8)

(93.7)

3.0

–

(90.7)

Ceded reinsurance finance income (expense)

–

2.8

–

2.8

–

1.9

–

1.9

Effect of exchange rates

–

Total changes in comprehensive income (loss)

(119.1)

23.1

–

(96.0)

(93.7)

4.9

–

(88.8)

Investment components

–

Cash flows

Premiums paid

114.2

–

114.2

96.3

–

96.3

Recoveries received

–

(14.2)

–

(14.2)

–

(6.3)

–

(6.3)

Total cash flows

114.2

(14.2)

–

100.0

96.3

(6.3)

–

90.0

Closing ceded reinsurance asset (liability)

(3.5)

50.1

–

46.6

1.4

41.2

–

42.6

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154

Notes to the consolidated financial statements continued

2025

2024

Remaining

coverage

Incurred claims

coverage

Incurred claims

Present value

Excluding loss

of future cash

Risk

Excluding loss

of future cash

Risk

Year ended 31 December ($m)

component

flows

adjustment

Total

component

flows

adjustment

Total

Opening net reinsurance asset (liability)

151.2

(857.9)

(78.9)

(785.6)

108.5

(499.7)

(49.9)

(441.1)

Net reinsurance revenue

778.0

–

778.0

720.0

–

720.0

Net reinsurance service expenses

Net incurred claims and other expenses

–

(583.3)

(49.0)

(632.3)

–

(511.4)

(35.3)

(546.7)

Amortisation of reinsurance acquisition expense cash flows

(49.9)

–

(49.9)

(46.0)

–

(46.0)

Changes to net liabilities for incurred claims for past service

–

1.8

12.3

14.1

–

(4.1)

8.4

4.3

Net reinsurance service expenses

(49.9)

(581.5)

(36.7)

(668.1)

(46.0)

(515.5)

(26.9)

(588.4)

Reinsurance service result

728.1

(581.5)

(36.7)

109.9

674.0

(515.5)

(26.9)

131.6

Net reinsurance finance income (expense)

–

(70.2)

(7.0)

(77.2)

–

(28.4)

(2.4)

(30.8)

Effect of exchange rates

(1.4)

(8.2)

(0.8)

(10.4)

1.3

2.5

0.3

4.1

Total changes in comprehensive income (loss)

726.7

(659.9)

(44.5)

22.3

675.3

(541.4)

(29.0)

104.9

Investment components

29.7

(29.7)

–

27.4

(27.4)

–

Cash flows

Net premiums received1

(793.4)

–

(793.4)

(706.9)

–

(706.9)

Net claims and other attributable expenses paid

–

354.8

–

354.8

–

210.6

–

210.6

Reinsurance acquisition expense cash flows1

49.4

–

49.4

46.9

–

46.9

Total cash flows

(744.0)

354.8

–

(389.2)

(660.0)

210.6

–

(449.4)

Closing net reinsurance asset (liability)

163.6

(1,192.7)

(123.4)

(1,152.5)

151.2

(857.9)

(78.9)

(785.6)

Certain reinsurance acquisition expense cash flows that are typically net settled have been re-presented in comparative periods in order to be consistent with the current period presentation.

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Financial Statements

155

Notes to the consolidated financial statements continued

The estimation of the liability for incurred claims is a complex process which incorporates a significant amount of judgement. It is reasonably possible that uncertainties in the reserving process, delays in

cedants reporting losses to Conduit, together with the potential for unforeseen adverse developments, could lead to a material change in the liability for incurred claims. The liability established by Conduit

is viewed as adequate, however a 20% increase in estimated undiscounted losses would have a $304.9 million adverse impact on comprehensive income (31 December 2024: $222.7 million).

Conduit did not book any additional case reserves for the years ended 31 December 2025 and 2024. The net liability for incurred claims as at 31 December 2025 had an estimated duration of 2.7 years

(31 December 2024: 2.8 years).

During 2025 Conduit was impacted by a number of natural catastrophe events and risk losses, including the California wildfires, severe convective storms in the United States, and several aviation

losses, among others. The most significant event was the California wildfires. Our undiscounted net loss attributed to the wildfires, net of reinsurance and reinstatement premiums, was $119.1 million

at 31 December 2025.

During 2024 Conduit was impacted by significant losses in relation to Hurricanes Helene and Milton, recording an undiscounted net loss, after reinsurance and reinstatement premiums, of $68.0 million.

While there were numerous other catastrophe and risk loss events that impacted Conduit in 2024, none of those were material individually to Conduit.

The inherent uncertainty in estimating the net liability for incurred claims gives rise to favourable or adverse development. During the year ended 31 December 2025 the change in the discounted net liability

for incurred claims for prior accident years was a reduction of $14.1 million (31 December 2024: $4.3 million). Despite some adverse development on the 2021 and 2022 accident years, overall favourable

development was due to IBNR releases due to a lack of reported claims.

Prior accident year claims development

2025

2024

Year ended 31 December

2021 accident year

(3.5)

0.7

2022 accident year

(6.8)

(7.3)

2023 accident year

0.5

10.9

2024 accident year

23.9

n/a

Total claims development – favourable (unfavourable)

14.1

4.3

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156

Notes to the consolidated financial statements continued

Claims development table

The following tables show the estimates of cumulative undiscounted incurred claims, including the risk adjustment, for each successive accident year at each reporting date, together with the cumulative

payments to date:

Gross undiscounted claims, including risk adjustment

Accident year

2021

2022

2023

2024

2025

Total

At end of accident year

190.7

391.2

401.3

660.1

762.5

One year later

184.7

387.2

389.7

637.1

Two years later

187.5

394.9

389.6

Three years later

187.3

427.6

Four years later

190.0

Current estimate of undiscounted incurred claims

190.0

427.6

389.6

637.1

762.5

2,406.8

Cumulative payments to date

(153.4)

(258.4)

(202.6)

(164.4)

(103.5)

(882.3)

Current estimate of undiscounted liability for incurred claims

36.6

169.2

187.0

472.7

659.0

1,524.5

Effect of discounting

(144.3)

Current estimate of discounted liability for incurred claims

1,380.2

Ceded undiscounted recoveries, including risk adjustment

Accident year

2021

2022

2023

2024

2025

Total

At end of accident year

(48.9)

(39.0)

–

(7.0)

(4.1)

One year later

(50.1)

(36.9)

–

(3.2)

Two years later

(57.3)

(36.9)

–

Three years later

(57.8)

(62.9)

Four years later

(56.6)

Current estimate of ceded undiscounted incurred recoveries

(56.6)

(62.9)

–

(3.2)

(4.1)

(126.8)

Cumulative recoveries received to date

47.6

12.2

–

0.1

59.9

Current estimate of ceded undiscounted asset for incurred claims

(9.0)

(50.7)

–

(3.2)

(4.0)

(66.9)

Effect of discounting

5.6

Current estimate of ceded asset for incurred claims

(61.3)

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Notes to the consolidated financial statements continued

Net undiscounted claims, including risk adjustment

Accident year

2021

2022

2023

2024

2025

Total

At end of accident year

141.8

352.2

401.3

653.1

758.4

One year later

134.6

350.3

389.7

633.9

Two years later

130.2

358.0

389.6

Three years later

129.5

364.7

Four years later

133.4

Current estimate of net undiscounted incurred claims

133.4

364.7

389.6

633.9

758.4

2,280.0

Cumulative payments to date

(105.8)

(246.2)

(202.6)

(164.4)

(103.4)

(822.4)

Current estimate of net undiscounted liability for incurred claims

27.6

118.5

187.0

469.5

655.0

1,457.6

Effect of discounting

(138.7)

Current estimate of net liability for incurred claims

1,318.9

A reconciliation of the net liability for incurred claims per the claims development tables to the carrying amounts included in the balance sheet has been provided below. Loss related amounts represent

amounts due that are contingent on claims, such as reinstatement premiums and profit commissions.

Reconciliation to carrying amounts:

2025

2024

Gross

Ceded

Net

Gross

Ceded

Net

As at 31 December

Undiscounted liability for incurred claims per claims development tables

1,524.5

(66.9)

1,457.6

1,113.6

(56.5)

1,057.1

Discount

(144.3)

5.6

(138.7)

(123.4)

5.1

(118.3)

Liability for incurred claims per claims development tables

1,380.2

(61.3)

1,318.9

990.2

(51.4)

938.8

Other loss related amounts

(14.0)

11.2

(2.8)

(12.2)

10.2

(2.0)

Liability (asset) for incurred claims

1,366.2

(50.1)

1,316.1

978.0

(41.2)

936.8

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158

Notes to the consolidated financial statements continued

16. Right-of-use lease assets

Right-of-use lease assets primarily relate to leased properties for Conduit’s offices in Bermuda and

office equipment.

Right-of-use assets

Balance and net book value as at 31 December 2023

2.1

Additions

–

Depreciation

(0.7)

Balance and net book value as at 31 December 2024

1.4

Additions

–

Depreciation

(0.7)

Balance and net book value as at 31 December 2025

0.7

Lease liabilities

2025

2024

As at 31 December

Less than one year

0.8

Between one and five years

–

0.8

Total undiscounted lease liabilities

0.8

1.6

Amounts recognised in the consolidated financial statements

2025

2024

Year ended 31 December

Consolidated statement of comprehensive income

Interest expense on lease liabilities

–

0.1

Depreciation of right-of-use assets

0.7

Total

0.7

0.8

Consolidated statement of cash flows

Lease payments

0.8

The discounted lease liability as at 31 December 2025 was $0.8 million (31 December

2024: $1.6 million). Conduit does not face significant liquidity risk with respect to its

lease liabilities.

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159

Notes to the consolidated financial statements continued

17. Financing arrangements

Letters of credit and trust accounts

CRL is a non-admitted reinsurer in the US and Canada but does have approved reciprocal jurisdiction

reinsurer (‘RJR’) status in certain states of the US which is renewed annually. Subject to certain

exceptions, RJR status reduces the need for CRL to post collateral to support cedants in states where

CRL has RJR status. However, terms and conditions of certain reinsurance contracts with US and

Canadian cedants require CRL to provide collateral for outstanding insurance contract liabilities,

including the liability for remaining coverage and liability for incurred claims. The collateral can be

provided by LOCs or by assets in trust accounts. Refer to note 9 for details of interest expense

associated with these LOCs included in financing costs. Additional information about Conduit’s

exposure to interest rate and liquidity risk is included in the risk disclosures section in note 3.

Standby letter of credit facility

During July 2021, CRL, as the borrower, entered into a $125.0 million standby letter of credit facility led

by Lloyds Bank Corporate Markets plc. CHL will guarantee the obligations of CRL with respect to the

standby LOC facility. Terms of the standby LOC facility contain standard qualitative representations

and require certain standard financial covenants be adhered to, including: a maximum consolidated

debt-to-capital ratio of CHL of 35.0%; a minimum consolidated tangible net worth of CHL; and a

minimum A.M. Best rating of B++ for CRL. CRL increased the aggregate amount of the commitment

under the facility up to $175.0 million by the end of 2023, reducing it to $150.0 million during 2024.

The facility remains at $150.0 million as at 31 December 2025. As at 31 December 2025, $102.8 million

(31 December 2024: $121.2 million) was outstanding under the standby LOC facility and is secured by

cash and cash equivalents and investments of $122.5 million (31 December 2024: $141.4 million).

Uncommitted letter of credit facility

During September 2021, CRL entered into a $75.0 million uncommitted LOC facility with Citibank

Europe PLC which was increased to $125.0 million during 2023. The facility remained at $125.0 million

as at 31 December 2025 and 2024. Terms of the uncommitted LOC facility include standard qualitative

representations. As at 31 December 2025, $102.4 million (31 December 2024: $99.0 million) was

outstanding under the uncommitted LOC facility and is secured by cash and cash equivalents and

investments of $111.7 million (31 December 2024: $106.8 million).

Trust accounts

Several trust account arrangements have been established in favour of policyholders and ceding

companies to provide collateral or comply with the security requirements of certain contracts.

As at 31 December 2025, $303.0 million (31 December 2024: $239.1 million) of cash and cash

equivalents and investments were restricted in favour of third parties.

Additional letter of credit and trust funding requirements

For the year ended 31 December 2025 collateral requests and amendments received subsequent to

the year end date, but in relation to that financial year, were a net reduction of $11.9 million. For the

year ended 31 December 2024 there was a net reduction of $17.8 million. These collateral requests will

be processed in the normal course of business. Any funding requirements will be satisfied using cash

and cash equivalents and/or investments with any reductions being released from restricted funds.

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Notes to the consolidated financial statements continued

18. Share capital

Authorised share capital

Number

Authorised common shares of $0.01 each

10,000,000,000

100.0

Authorised A1 shares of £0.01 each

100,000

–

Authorised A2 shares of $0.01 each

100,000

–

As at 31 December 2025 and 2024

10,000,200,000

100.0

Common shares

A1 shares

A2 shares

Total

Allotted, called-up and fully paid

number

Issued

165,239,997

100,000

165,439,997

1.7

As at 31 December 2025 and 2024

165,239,997

100,000

165,439,997

1.7

The number of common shares in issue less own shares held as at 31 December 2025 was 154,310,942 (31 December 2024: 156,977,997).

CHL holds 18,000 A1 and A2 shares at 31 December 2025 and 2024. The A1 and A2 shares issued by CML have no voting rights attached. Subject to vesting conditions, discussed in note 7, the A1 and A2

shares will be automatically exchanged for ordinary shares of CHL.

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Notes to the consolidated financial statements continued

Own shares

Number held in

Total number of

Total

Own shares

treasury

trust

own shares

As at 31 December 2023

(7,183,860)

(32.9)

(7,183,860)

(32.9)

Purchased by EBT

(1,417,422)

(9.4)

(1,417,422)

(9.4)

Distributed by EBT

339,282

1.7

339,282

1.7

As at 31 December 2024

(8,262,000)

(40.6)

(8,262,000)

(40.6)

Repurchased

(2,667,154)

(12.5)

(2,667,154)

(12.5)

Purchased by EBT

(693,474)

(3.0)

(693,474)

(3.0)

Distributed by EBT

693,573

3.4

693,573

3.4

As at 31 December 2025

(2,667,154)

(12.5)

(8,261,901)

(40.2)

(10,929,055)

(52.7)

Shares repurchased by CHL and the EBT will be held as own shares to meet future obligations under CHL’s variable incentive schemes. See note 22 for information on shares held by the EBT.

Dividends

Record date

Payment date

Per share $

Final 2023

22 March 2024

24 April 2024

0.18

29.8

Interim 2024

16 August 2024

5 September 2024

0.18

29.7

Final 2024

21 March 2025

17 April 2025

0.18

29.7

Interim 2025

15 August 2025

11 September 2025

0.18

29.7

See note 23 for information with respect to dividends declared subsequent to 31 December 2025.

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Notes to the consolidated financial statements continued

19. Other reserves

Other reserves consist of the following:

As at 31 December 2023

Equity-based incentive expense

Distributions by EBT

As at 31 December 2024

Equity-based incentive expense

Distributions by EBT

As at 31 December 2025

Other reserves include Conduit’s equity-based incentive expense.

Other

reserves

1,059.6

7.1

(1.7)

1,065.0

9.3

(3.4)

1,070.9

21. Earnings per share

The following reflects the earnings and share data used in the basic and diluted earnings per share

computations:

2025

2024

As at 31 December

Total comprehensive income

116.8

125.6

Number

Basic weighted average number of shares

156,550,732

157,226,209

Dilutive effect of equity-based incentives

1,333,475

918,066

Diluted weighted average number of shares

157,884,207

158,144,275

Earnings per share

Per share $

Basic

0.75

0.80

Diluted

0.74

0.79

20.Contingencies and commitments

Legal proceedings and regulations

Conduit operates in the reinsurance industry and is subject to legal proceedings in the normal course

of business. While it is not practicable to estimate or determine the final results of all pending or

threatened legal proceedings, management does not believe that any such proceedings (including

litigation) will have a material effect on its results and financial position.

Equity-based incentive awards are only treated as dilutive when their conversion to common shares

would decrease earnings per share or increase loss per share from continuing operations. Incremental

shares from ordinary restricted share options where relevant performance criteria have not been met

are not included in the calculation of dilutive shares.

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Notes to the consolidated financial statements continued

22. Related party disclosures

These consolidated financial statements include CHL and the entities listed below:

Subsidiary undertakings

Domicile

Principal Business

CHL

Bermuda

Holding company, Ultimate parent

CRL

Bermuda

General insurance business

CRSL1

England and Wales

Support services

CML2

Bermuda

Support services

CSL

Bermuda

Support services

EBT

Jersey

Employee benefit trust

CRSL dissolved effective 14 January 2025

CML is part-owned by members of management. Management’s share ownership in CML exists solely for the purposes of the Group’s MIP

scheme for attracting and retaining talent. Management’s shares in CML have no voting power or control in respect of CHL’s ownership of

CRL via CML’s ownership of CRL.

Unless otherwise stated, Conduit owns 100% of the share capital and voting rights in the

subsidiaries listed.

Conduit Reinsurance Services Limited (CRSL)

CRSL was established at the inception of Conduit with the expectation that certain support

services would be provided to group companies. These support services have not been required

and the voluntary liquidation of CRSL commenced during 2024. The process was completed on

14 January 2025.

Employee benefit trust

The EBT was established with the sole purpose of administering Conduit’s equity-based incentive

schemes. The trustee operates the trust for the benefit of Conduit’s employees, all in accordance

with an established trust deed. While Conduit does not have legal ownership of the EBT, the trust

is consolidated in Conduit’s accounts due to the ability that Conduit has to influence the actions

of the trust.

Funding for the trust is provided by CHL through a non-interest bearing loan facility. The facility may

only be used by the trustee for the purpose of achieving the objectives of the EBT. During the year

ended 31 December 2025, advances of $3.0 million (31 December 2024: $9.4 million) were made to

the trust.

CHL common shares purchased by the EBT will be held for the benefit of employees under CHL’s

variable incentive schemes. During the year ended 31 December 2025 the trust purchased common

shares of 693,474 (31 December 2024: 1,417,422).

During the year ended 31 December 2025 the EBT distributed 693,573 shares with a value of $3.4

million to employees. For the year ended 31 December 2024 the EBT distributed 339,282 shares at a

value of $1.7 million.

Stabilitas Re

Stabilitas Re Limited a special purpose vehicle (Stabilitas Re), was launched in June 2023. Conduit

sponsored the launch of a catastrophe bond issued by Stabilitas Re and CRL entered into a

collateralised reinsurance agreement with Stabilitas Re as part of the transaction. The catastrophe

bond was issued to third-party investors by Stabilitas Re. Conduit has no ownership interest in, nor

any control, over Stabilitas Re and therefore does not consolidate that entity.

Key management compensation

Remuneration for key management of Conduit’s Executive Group, and Non-Executive Directors, was

as follows:

2025

20241

Year ended 31 December

Cash compensation

7.3

7.2

Equity-based incentive expense

5.9

4.7

Directors’ fees and expenses

1.0

0.8

Total

14.2

12.7

Cash compensation for the prior period has been re-presented to align with the current period view of benefits.

Note: 2025 costs include compensation paid to Conduit’s former CEO and CUO on their respective

retirements.

Loans to employees to assist with environmental and other projects, have been made by CSL. These

loans are short term and interest free. Any financial benefit to the employee is generally not material.

Non-Executive Directors do not receive any benefits in addition to their agreed fees and expenses and

do not participate in any of Conduit’s incentive, performance or pension plans.

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Notes to the consolidated financial statements continued

IncubEx, Inc.

Effective 9 April 2021, CHL executed a stock purchase agreement with IncubEx, a product and

business development firm with a focus on designing and developing new financial products in global

environmental, reinsurance and related commodity markets. CHL purchased 624 shares of IncubEx’s

Series A-3 preferred stock, with a par value of $0.0001 per share, for an aggregate purchase price of

$50,000, or $80.08 per share.

CHL’s CEO is also a founder and current chairman of IncubEx. The terms and conditions of the

stock purchase agreement are equivalent to those that would prevail in an arm’s length transaction.

The investment in IncubEx is included in other assets in the consolidated balance sheet and is

recorded at cost, which approximates fair value.

NCX Consultants Limited

CSL has entered into a service agreement with NCX Consultants Limited to provide administrative

support services. The contract has an annual value of approximately $0.1 million. NCX is a company

in which CHL’s CEO holds significant control.

23.

Subsequent events

Dividends

On 17 February 2026, Conduit’s Board of Directors declared a final dividend for 2025 of $0.18

(approximately £0.13) per common share, which will result in an aggregate payment of $29.2 million.

The dividend will be paid in pounds sterling on 16 April 2026 to shareholders of record on 20 March

2026 (the Record Date) using the GBP/USD spot exchange rate at 12 pm UK time on the Record Date.

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Additional performance measures (the “APMs”)

Conduit presents certain APMs to evaluate, monitor and manage the business and to aid readers’ understanding of Conduit’s financial statements and methodologies used. These are common measures used

across the (re)insurance industry and allow the reader of Conduit’s financial reports to compare those with other companies in the (re)insurance industry. The APMs should be viewed as complementary to,

rather than a substitute for, the figures prepared in accordance with IFRS. Conduit’s Audit Committee has evaluated the use of these APMs and reviewed their overall presentation to ensure that they were

not given undue prominence. This information has not been audited.

Management believes the APMs included in the consolidated financial statements are important for understanding Conduit’s overall results of operations and may be helpful to investors and other interested

parties who may benefit from having a consistent basis for comparison with other companies within the (re)insurance industry. However, these measures may not be comparable to similarly labelled measures

used by companies inside or outside the (re)insurance industry. In addition, the information contained herein should not be viewed as superior to, or a substitute for, the measures determined in accordance

with the accounting principles used by Conduit for its audited consolidated financial statements or in accordance with IFRS.

Below are explanations, and associated calculations, of the APMs presented by Conduit:

APM

Explanation

Calculation

Gross premiums written

For the majority of excess of loss contracts, premiums written are recorded based on the minimum

Amounts payable by the cedant before any deductions, which

(KPI)

and deposit or flat premium, as defined in the contract. Premiums written for proportional contracts

may include taxes, brokerage and commission. Reinstatement

on a risks attaching basis are written over the term of the contract in line with the underlying

premiums are excluded.

exposures. Subsequent adjustments, based on reports of actual premium by the ceding company,

or revisions in estimates, are recorded in the period in which they are determined. Reinstatement

premiums are excluded.

Net loss ratio

Ratio of net losses and loss related amounts expressed as a percentage of net reinsurance

Net losses and loss related amounts / Net reinsurance revenue

(discounted and

revenue in a period. This can be calculated using discounted or undiscounted net losses

undiscounted)

and loss related amounts.

Undiscounted net losses and loss related amounts / Net

reinsurance revenue (note 4)

Reinsurance operating

Ratio of reinsurance operating expenses, which includes acquisition expenses charged by insurance

Reinsurance operating expenses / Net reinsurance revenue

expense ratio

brokers and other insurance intermediaries to Conduit, and operating expenses paid that are

(note 4)

attributable to the fulfilment of reinsurance contracts, expressed as a percentage of net reinsurance

revenue in a period.

Other operating

Ratio of other operating expenses expressed as a percentage of net reinsurance revenue in a period.

Other operating expenses / Net reinsurance revenue

expense ratio

(note 4)

Combined ratio

The sum of the net loss ratio, reinsurance operating expense ratio and other operating expense ratio.

Net loss ratio + Net reinsurance operating expense ratio + Other

(discounted) (KPI)

Other operating expenses are not allocated to the segment combined ratio.

operating expense ratio

(note 4)

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Additional performance measures (the “APMs”) continued

APM

Explanation

Calculation

Combined ratio

The sum of the net loss ratio (undiscounted), reinsurance operating expense ratio and other

Net loss ratio (undiscounted) + Net reinsurance operating expense

(undiscounted)

operating expense ratio. Other operating expenses are not allocated to the segment combined ratio.

ratio + Other operating expense ratio

(note 4)

Accident year loss ratio

Ratio of the net losses and loss related amounts of an accident year (or calendar year) revalued at

Accident year net losses and loss related amounts / Net

the current balance sheet date expressed as a percentage of net reinsurance revenue in a period.

reinsurance revenue

Total net investment

return (KPI)

Conduit’s principal investment objective is to preserve capital and provide adequate liquidity to

Net investment income + Net unrealised gains (losses) on

support the payment of losses and other liabilities. In light of this, Conduit looks to generate an

investments + Net realised gains (losses) on investments /

appropriate total net investment return. Conduit bases its total net investment return on the sum

Non-operating cash and cash equivalents + Fixed maturity

of non-operating cash and cash equivalents and fixed maturity securities. Total net investment return

securities, at beginning of period

is calculated daily and expressed as a percentage.

Return on equity (KPI)

RoE enables Conduit to compare itself against other peer companies in the immediate industry.

Profit (loss) after tax for the period / Total shareholders’ equity,

It is also a key measure internally and is integral in the performance-related pay determinations.

at beginning of period

RoE is calculated as the profit for the period divided by the opening total shareholders’ equity.

Total shareholder

Total shareholder return allows Conduit to compare itself against other public peer companies.

Closing Common Share price, at end of period – Opening Common

return (KPI)

Total shareholder return is calculated as the percentage change in Common Share price over a

Share price, at beginning of period + Common Share dividends

period, after adjustment for Common Share dividends.

during the period / Opening Common Share price, at beginning of

period

Dividend yield

Calculated by dividing the annual dividends per Common Share by the Common Share price on the

Annual dividends per Common Share / Closing Common Share

last day of the given year and expressed as a percentage.

price

Net tangible assets

This provides a measure of book value per share for all shares in issue less own shares held in treasury

Total shareholders’ equity less intangible assets, at the end of the

per share (KPI)

or the EBT trust.

period / Total common shares in issue less own shares held

The GBP equivalent of NTAVS is calculated using the end of period

exchange rate between USD and GBP.

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Glossary

The following definitions apply throughout the Annual Report and Accounts unless the context otherwise requires. All references to legislation in this document are to the legislation of England and Wales

unless the contrary is indicated. Any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof. Words importing the singular shall include

the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender.

ABIR The Association of Bermuda Insurers and Reinsurers (ABIR) represents the public policy

interests of its members.

Additional case reserves (ACRs) ACRs represent Conduit’s estimate for losses related to specific

contracts which Conduit believes may not be adequately reported, or adequately covered in the

application of IBNR.

Admission The admission of all of CHL’s Common Shares (1) to the standard listing segment of the

Official List of the UK Financial Conduct Authority, and (2) to trading on the London Stock Exchange’s

main market for listed securities which occurred on 7 December 2020.

Aggregate excess of loss (XOL) reinsurance A form of excess of loss reinsurance in which the excess

and the limit of liability are expressed as annual aggregate amounts.

AGM Annual General Meeting of the CHL shareholders.

AM Best a global credit agency, news publisher and data analytics provider, focusing on the insurance

sector.

AM Best rating (i) in respect of financial strength: AM Best’s independent opinion of an insurer’s

financial strength and ability to meet its ongoing insurance policy and contract obligations, and (ii) in

respect of long-term issuer credit: AM Best’s independent opinion of an entity’s ability to meet its

ongoing financial obligations.

BMA Bermuda Monetary Authority.

Board of Directors or Board unless otherwise stated refers to the CHL Board of Directors.

Book value per share Calculated by dividing the value of the total shareholders’ equity by the sum of

all Common voting shares outstanding.

Broker An intermediary who negotiates contracts of insurance or reinsurance, receiving a commission

for placement and other services rendered.

Brokerage The commission that is payable to a broker for placing an insurance or reinsurance

contract with an insurer or a reinsurer.

BSCR Bermuda Solvency Capital Requirement.

BI Business Interruption Insurance coverage that replaces income lost in the event that business is

halted due to direct physical loss or damage.

Cedant A ceding insurer or a reinsurer that writes and issues a policy to an (re)insured

and contractually transfers (cedes) a portion of the risk to a reinsurer or retrocessionaire.

CEO Chief Executive Officer.

CFO Chief Financial Officer.

CHL Conduit Holdings Limited.

Claim A request by an insured or reinsured for indemnification by an insurance or reinsurance

company for loss incurred from an insured peril or event.

CML Conduit MIP Limited.

Combined ratio The sum of the net loss ratio, reinsurance operating expense ratio and other

operating expense ratio.

Common Shares Common Shares of CHL of $0.01 par value per share.

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Glossary continued

Company Conduit Holdings Limited (CHL).

Coverholder A coverholder is a company or partnership authorised by a managing agent to enter into

a contract or contracts of insurance to be underwritten by the members of a syndicate managed by it

in accordance with the terms of a binding authority.

Conduit The brand for Conduit Holdings Limited and all associated group companies.

Conduit Re The brand for all Conduit’s reinsurance business.

CRL Conduit Reinsurance Limited.

CRO Chief Risk Officer.

CRSL Conduit Reinsurance Services Limited (previously named Conduit Marketing Limited).

CSL Conduit Services Limited.

CUO Chief Underwriting Officer.

Diluted earnings (loss) per share Calculated by dividing comprehensive income (loss) for the year

attributable to shareholders by the weighted average number of Common Shares outstanding during

the year, excluding treasury shares, plus the weighted average number of Common Shares that would

be issued on the conversion of all potentially dilutive equity-based compensation awards.

Dividend yield Calculated by dividing the annual dividends per Common Share by the Common Share

price on the last day of the given year and expressed as a percentage.

DSBP The deferred share bonus plan is an equity-based incentive plan where a certain percentage of

employee bonuses is deferred into nil-cost Common Shares.

DTR The Disclosure Rules and Transparency Rules sourcebook as issued by the FCA.

Earnings (loss) per share (EPS) Calculated by dividing comprehensive income (loss) for the year

attributable to shareholders by the weighted average number of common shares outstanding during

the year, excluding treasury shares.

EBT The Conduit Group Employee Benefit Trust is a trust established for the sole purpose of

administering Conduit’s equity-based incentive schemes.

ECR Enhanced capital requirement. Under the BSCR Model, the reinsurer’s minimum required

statutory capital and surplus is referred to as the enhanced capital requirement (ECR). The ECR is

the greater of the calculated BSCR and the minimum solvency margin (MSM).

Estimated ultimate premiums written Premium reported by ceding companies,

excluding reinstatement premiums, supplemented by management’s judgement on the estimate

provided.

Excess of loss (XOL, XL) or non-proportional Reinsurance that indemnifies against all or a specified

portion of loss and loss expenses in excess of a specified monetary amount or other threshold, known

as the cedant’s retention or reinsurers attachment point, generally subject to a negotiated reinsurance

contract limit.

Executive Group is comprised of the CEO, CFO, CRO, CUO, Chief Operations Officer, General Counsel

and Chief Actuary.

FCA Financial Conduct Authority.

FVTPL Fair value through profit or loss.

Gross premiums written (GPW) Amounts payable by the cedant before any deductions, which may

include taxes, brokerage and commission.

IAS International Accounting Standard(s) are created by the IASB for the preparation and

presentation of financial statements.

IASB International Accounting Standards Board.

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Glossary continued

IFRS International Financial Reporting Standard(s).

Incurred But Not Reported (IBNR) Reserve for anticipated or likely losses that may result from

insured events which have taken place, but which have not yet been reported and/or possible adverse

development of previously reported losses.

IPO Initial public offering.

Invested equity Means the aggregate of initial equity invested in CHL on Admission and equity

invested pursuant to any future equity raises by the Company, with the US dollar value of invested

equity for the USD MIP Shares being calculated at the spot rate at the time the relevant proceeds of

the equity raise were received by the Company.

Liability for incurred claims (LIC) Liabilities established by reinsurers to reflect the estimated cost of

claims payments and the related expenses that the reinsurer will ultimately be required to pay in

respect of reinsurance contracts it has written. The LIC includes the risk adjustment and contractual

payments made that are contingent on loss events, such as profit commissions and reinstatement

premiums. The LIC is discounted.

Liability for remaining coverage (LRC) The liability for remaining coverage represents the balance of

premium received, net of acquisition expenses, less the premium income and acquisition expenses

amortised in the period.

LOC Letter of credit.

Losses occurring business Business where the wording stipulates that claims against liability policies

can be notified to the Company at any time following the issue of the policy.

Loss reserve development The difference between the amount of the liability for incurred claims

initially estimated by an insurer or reinsurer and the amount re-estimated in an evaluation at a

later date.

LSE London Stock Exchange.

LTIP The long-term incentive plan is an equity-based award plan granted to employees as nil-cost

conditional award over Common Shares in CHL.

Market value Refers to (1) the market capitalisation of CHL calculated by reference to the six-month

average closing share price prior to the date of the relevant exchange of MIP Shares for Common

Shares of CHL (adjusted to take into account any capital events or distributions during that period);

or, (2) in the case of a takeover of CHL, the value of the consideration for the takeover, or (3) in the

case of a sale of CHL, the net sale consideration, or (4) in the case of the liquidation of CHL, the

amount available for distribution in the liquidation, in each case taking into account any prior

dividends, returns of capital or other distributions. The market value for the USD MIP Shares will

be calculated in US dollars based on the prevailing spot rate on the date of the relevant share price

and in the case of a takeover of CHL, or sale or liquidation of CML, the latest reasonably practicable

spot rate prior to the date of the exchange of MIP Shares for Common Shares of CHL as determined

by the Remuneration Committee of CHL.

Net loss ratio Ratio of net losses and loss related amounts expressed as a percentage of net

reinsurance revenue in a period.

Non-admitted business Business written by a reinsurer not licensed by a particular state or

jurisdiction, but nevertheless able to sell and service reinsurance policies to cedants located within that

state or jurisdiction.

OECD Organisation for Economic Co-operation and Development.

Other operating expense ratio Ratio of other operating expenses expressed as a percentage of net

reinsurance revenue in a period.

Overriding commission (OVR) A commission that is paid by a reinsurer over and above the cedant’s

original acquisition costs.

PML Probable Maximum Loss.

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Glossary continued

Quota share reinsurance A form of proportional reinsurance in which the reinsurer assumes an agreed

percentage of each insurance contract being reinsured.

Retention The amount of the loss which is retained by the cedant prior to the attachment of

a reinsurance programme.

Return on Equity (RoE) RoE is calculated as the profit for the period divided by the opening total

shareholders’ equity.

Risk-adjusted rate change Reflects management’s assessment of net rate changes of our renewal

business net of the impact of claims inflation, exposure changes, and changes in any other terms

and conditions.

Senior executive(s) refers to the CEO and CFO and Chief Operations Officer.

State(s) refers to one or or more of the fifty states making up the United States of America.

TCFD The Task Force on Climate-Related Financial Disclosures (TCFD) was created by the G20-

established Financial Stability Board in December 2015 to improve the quality, quantity and

consistency of climate-related disclosures. To achieve this, it developed a reporting framework which

consists of a number of recommendations structured into four pillars: governance, strategy, risk, and

metrics and targets.

The UK Code The UK Corporate Governance Code, monitored by the UK Financial Reporting Council.

Total shareholder return (TSR) TSR is calculated as the percentage change in Common Share price

over a period, after adjustment for Common Share dividends.

Treaty reinsurance A form of reinsurance in which the ceding company makes an agreement to

cede certain business and the reinsurer, in turn, agrees to accept all business qualifying under the

agreement, known as the ‘treaty’.

Ultimate loss ratio The ratio of ultimate losses and loss-related amounts to total reinsurance revenue

received for all policies written in a given period.

UK Listing Rules (UKLR) are a set of regulations applicable to any company listed on a United

Kingdom stock exchange, subject to the oversight of the UK Financial Conduct Authority.

US refers to the United States of America.

VaR Value at Risk.

Conduit Holdings Limited | Annual Report 2025

Advisers and Contact Information

Conduit Holdings Limited

Bermuda Company Registration Number 55936

Office address

Ideation House

94 Pitts Bay Road

Pembroke HM08 Bermuda

T: +1 441 276 1000

Registered address

Clarendon House

2 Church Street

Hamilton HM11 Bermuda

Shareholder contacts

Company Secretary

Greg Lunn

E: legal@conduitre.bm

Investor relations

Brett Shirreffs

E: info@conduitre.bm

Registrar

Computershare Investor

Services (Bermuda) Limited

The Pavilions

Bridgwater Road

Bristol BS99 6ZY

United Kingdom

T: +44 370 702 0000

Strategic Report

Corporate Governance

Financial Statements

171

Advisers

Financial advisers

Kinmont Limited

5 Clifford Street

London, W1S 2LG

United Kingdom

Brokers

Peel Hunt

100 Liverpool Street

London EC2M 2AT

United Kingdom

Berenberg

60 Threadneedle Street

London EC2R 8HP

United Kingdom

Panmure Liberum

25 Ropemaker Street

London EC2Y 9LY

United Kingdom

Auditors

KPMG Audit Limited

Crown House

4 Par-la-Ville Road

Hamilton HM 08 Bermuda

Bankers

HSBC Bank Bermuda Limited

37 Front Street

Hamilton HM 11 Bermuda

Conduit Re

Ideation House

94 Pitts Bay Road

Pembroke HM08

+1 441 276 1000

conduitreinsurance.com