Bellevue Healthcare Trust plc Annual Report and Accounts 2025 ## www.bellevuehealthcaretrust.com ## Annual Report and Accounts ## For the year ended 30 November 2025 ## Healthcare Trust plc Healthcare Trust plc ## Independent - Entrepreneurial ## - Committed Bellevue Healthcare Trust plc is a high conviction, CONTENTS Strategic Report long-only investment trust invested in listed or quoted Overview, Investment Objective, Financial global healthcare equities. It is unconstrained and Information and Performance Summary ................. 1 able to invest regardless of market cap, sub sector or Chairman’s Statement ........................................... 2 region, and the portfolio is concentrated with a current Investment Manager’s Report ................................ 6 Investment Policy, Results and maximum of 45 holdings. Bellevue Healthcare Trust Key Performance Indicators ................................. 13 is managed by Bellevue Asset Management (UK) Ltd. Risk and Risk Management ................................. 16 Bellevue Asset Management (UK) Ltd is authorised Viability Statement ............................................... 20 and regulated by the Financial Conduct Authority, and is Stakeholder Engagement .................................... 21 Environmental, Social and part of Bellevue Group AG (“Bellevue Group”), a Swiss Governance (“ESG”) Policy .................................. 27 investment manager listed on the Swiss stock exchange. Other Information ................................................. 29 Founded in 1993, Bellevue Group is one of the largest Governance and most experienced healthcare investors in Europe. Directors’ Report ................................................. 31 Corporate Governance ........................................ 37 Directors’ Remuneration Policy and Implementation Report ........................................ 43 Report of the Audit and Risk Committee .............. 47 Statement of Directors’ Responsibilities ............... 50 Independent Auditor’s Report .............................. 51 Financial Statements Statement of Comprehensive Income .................. 59 Statement of Financial Position ............................ 60 Statement of Changes in Equity ........................... 61 Statement of Cash Flows ..................................... 62 Notes to the Financial Statements ....................... 63 Other Information Alternative Performance Measures....................... 77 Glossary .............................................................. 78 Directors, Investment Manager and Advisers ......IBC WWW.BELLEVUEHEALTHCARETRUST.COM ## Healthcare Trust plc Strategic Report ## Overview INVESTMENT OBJECTIVE The investment objective of the Company is to provide shareholders with capital growth and income over the long term, through investment in listed or quoted global healthcare companies. The Company’s specific return objective is for its NAV per share (on a total return basis) to beat the total return of the MSCI World Health Care Index (in sterling) on a rolling 3 year period (the index total return including dividends reinvested on a net basis). FINANCIAL INFORMATION As at 30 November As at 30 November 2025 2024 Net asset value (“NAV”) per Ordinary Share (cum income) 146.58p 154.32p Ordinary Share price 140.60p 141.20p 1 Ordinary Share price discount to NAV 4.1% 8.5% 1 Ongoing charges ratio (“OCR”) 1.34% 1.03% PERFORMANCE SUMMARY | | | 2 | | | 3 | | --- | --- | --- | --- | --- | --- | | | Year to | | | Year to | | | 30 November 2025 | | | 30 November 2024 | | | 1,4 Share price total return per Ordinary Share 4.1% 13.7% 1,4 NAV total return per Ordinary Share -0.7% 11.1% 4 MSCI World Healthcare Index total return (GBP) 4.5% 11.5% 1 These are Alternative Performance Measures 2 Total returns in sterling for the year ended 30 November 2025 3 Total returns in sterling for the year ended 30 November 2024 4 Including dividends reinvested in the year Source: Bellevue Healthcare Trust plc Factsheet November 2025 ALTERNATIVE PERFORMANCE MEASURES (“APMs”) The financial information and performance summary data highlighted in the footnote to the above tables represent APMs of the Company. In addition to these APMs other performance measures have been used by the Company to assess its performance; these can be found in the Key Performance Indicators section of the Annual Report, on page 13. Definitions of these APMs together with how these measures have been calculated can be found on page 77. Bellevue Healthcare Trust plc Annual Report and Accounts 2025 1 ## Chairman’s Statement ### Kate Bolsover ### Chairman Dear Shareholders healthcare sector offers a particularly compelling opportunity for investment returns owing to its current groundbreaking This is the ninth Annual Report of your Company, and it is my innovations, scale of human importance and diversity of first as Chairman. When taking on the role, the Board and I companies and subsectors, all of which are supported by a were extremely conscious of the disappointing performance strong intellectual property and regulatory environment. of the Company over a sustained period of time. This underperformance, and the fall in the size of the Company, were In considering the various proposals in the strategic review, major factors in the Board’s decision to initiate a strategic review the Columbia Threadneedle proposal was particularly last year which concluded with the proposed appointment of attractive owing to the track record and experience of the Columbia Threadneedle Investments (“Columbia Threadneedle”) proposed investment team, the diversification in their portfolio as the Company’s investment manager based on its strongly construction, and the use of short positions to mitigate risk performing and differentiated Seligman Healthcare Strategy and to create value generating opportunities. (“theStrategy”), which adopts long and short positions. On 30 October 2025, the Board announced that following the thorough strategic review, it had decided that the best interests PERFORMANCE of shareholders would be served by the appointment of During the period under review, the Company’s NAV total Columbia Threadneedle as the Company’s investment manager. return was -0.7%, albeit share price total return was better at 4.1% due to the effect of the discount to NAV closing further. As referenced above, Columbia Threadneedle’s proposed However, both of these figures lagged the performance of the investment strategy for the Company is based on its strongly Company’s comparator index, MSCI World Healthcare Index performing Seligman Healthcare Strategy. This Strategy is total return (GBP) which returned 4.5%. designed to capture the upside of healthcare innovation and trends, whilst using short positions to hedge and to capitalise Further information on the performance of the Company during on companies facing structural, as well as clinical, headwinds. the period is provided in the Investment Manager’s report on pages 6 to 12. The underperformance of the Company against PROPOSALS TO SHAREHOLDERS its comparator index over several years, which continued in On 12 February 2026, post the Company’s financial year this latest measurement period was a key reason for the Board end, we were pleased to publish a Circular in relation to initiating its strategic review. the proposed appointment of Columbia Threadneedle Investments, setting out the details of various arrangements STRATEGIC REVIEW proposed to be implemented by the Company (the On 7 August 2025, the Board announced a strategic review to “Proposals”) and the Company will convene a General consider all options available to the Company with the objective Meeting accordingly on 4 March 2026. of improving performance or otherwise achieving further value for shareholders. During the strategic review, the Board received We reiterate your Board’s unanimous recommendation and considered multiple proposals from investment company that shareholders vote in favour of the Proposals which we peers and investment managers, including the Company’s believe represent a highly compelling and differentiated current Investment Manager, Bellevue Asset Management (UK) opportunity to deliver long-term risk adjusted shareholder Limited. An orderly wind-down was also considered. returns from the healthcare and biotech sector. Whilst the strategic review was initiated owing to the Company’s underperformance, the Board continues to believe that the Bellevue Healthcare Trust plc Annual Report and Accounts 20252 Strategic Report The principal elements of the Proposals are as follows: to authorise the Company to make market purchases of its own shares for the purposes of the Board’s future the appointment of Columbia Threadneedle as the discount management measures. Company’s AIFM and investment manager in place of Bellevue Asset Management (UK) Limited pursuant to a In the event that any of the resolutions are not passed, or the New Management Agreement; Minimum Size Condition (as defined in the Circular) in relation to the Tender Offer is not reached, then the Proposals, including the adoption of the proposed Investment Policy which will the Tender Offer, will not proceed and the Board will promptly allow Columbia Threadneedle to implement its Strategy put forward alternative proposals for the future of the Company, for the Company (as described in the Circular); which may include proposals for the winding-up of the Company. the removal from the Articles of the detailed provisions relating to the existing Redemption Facility, following BOARD COMPOSITION which the Redemption Facility would cease to be As I am currently Chairman of TR Property, another company operated, conditional upon which the Company will managed by Columbia Threadneedle, I will no longer be introduce quarterly tender offers for up to 15 per cent of regarded as independent of the manager should the Proposals the shares in issue at the relevant time and permanently proceed and Columbia Threadneedle be appointed as the cease the operation of its current Zero Discount Policy; Company’s manager. In order to ensure that both companies remain in compliance with the UK Listing Rules and the highest the approval of the allotment and issue (or sale from standards of corporate governance, I will not be standing for treasury) for cash on a non-pre-emptive basis of a re-election as Chairman at the Company’s forthcoming Annual number of shares equal to 100 per cent of the shares General Meeting (“AGM”) on 28 April 2026. While I regret having in issue as at the date of this announcement (excluding to step aside at such an important juncture, I believe this is the shares held in treasury), allowing the Company to grow in appropriate course of action. I have very much enjoyed serving size and scale through monthly share issues; and as Chairman and look forward to the exciting next phase of the the Board resolving to change the Company’s name to Company’s development. “CT Healthcare Trust plc”. Sarah MacAulay, who joined the Board in February 2025, will In addition, resolutions which are described in further detail in be appointed to succeed me as Chairman of the Company with the Circular will also be proposed at the General Meeting: effect from the conclusion of the next AGM, subject to her re- election by shareholders. Ms MacAulay is a highly experienced to approve the purchase by the Company of up to 100 per investment trust non-executive director and Chairman. She is cent of its issued share capital (excluding shares held in currently Chairman of Schroder Asian Total Return Investment treasury) pursuant to the Repurchase Agreement and the Company plc and a non-executive director at Baillie Gifford China Tender Offer being made available to Eligible Shareholders Growth Trust plc and Ashoka India Equity Investment Trust plc. who may wish to realise some or all of their Shareholding in Among her previous roles, Ms MacAulay also served as the connection with the implementation of the Proposals; Chairman of JPMorgan Multi-Asset Growth and Income plc. to approve the sale of on-sale shares to Incoming Investors under the “Matching Facility” (as defined in the Circular) at Additionally, Jo Dixon will conclude her service as Senior the Tender Price, which will be less than the prevailing NAV Independent Director at the AGM, having reached the end of per share on the date of purchase; and her tenure. A search process has commenced to appoint a new Director to the Board to ensure appropriate continuity and balance of skills. Bellevue Healthcare Trust plc Annual Report and Accounts 2025 3 ### Chairman’s Statement continued FEES AND CHARGES where the investment manager considers it desirable for Under Bellevue Asset Management (UK) Limited, the the purposes of hedging or risk control; investment management fee was 0.95 per cent, based on to enhance positions, manage position sizes and control market capitalisation rather than NAV. risk through the use of options; Under the proposed management of Columbia Threadneedle, to hedge equity market risks where suitable protection the base management fee will be 0.95 per cent of NAV per can be purchased to limit the downside of a falling market annum. In addition, and consistent with the change to an at a reasonable cost; and active long/short equity strategy and to ensure alignment to gain or hedge currency exposure, both long and short, between the Company and its investment manager, using foreign currency exchange forward transactions. a performance fee will also be introduced: Columbia Threadneedle will be entitled to receive 15 per cent of any The Company will be subject to the following limits in respect growth in NAV in any financial year in excess of a hurdle equal of its use of derivatives: to the average three-month SONIA rate during such financial Net Market Exposure will not exceed 120 per cent of the year, subject to a NAV high water mark. NAV of the Company. GEARING Gross Asset Exposure will not exceed 165 per cent of the The Company renewed its multi-currency Revolving Credit NAV of the Company. Facility (“RCF”) with The Bank of Nova Scotia, London Branch These terms are further defined in the Circular published by in December 2024 and the Company amended the terms the Company in connection with the Proposals. so that it could draw down loans up to an aggregate value of USD 125 million. In May 2025, the Company elected to cancel SHARE CAPITAL AND ISSUANCE USD 40 million of the RCF, reducing the amount available to As of 30 November 2025, the Company had 92,027,854 draw down to USD 85 million. As at 30 November 2025, there Ordinary Shares in circulation; a decrease from 283,369,891 were no loans draw down (2024: nil). The RCF was renewed Ordinary Shares as of the end of the previous financial year. in December 2025, and the Company amended the terms so that it could draw down loans up to an aggregate value of USD 70 million. The facility was cancelled by the Company on 9 REDEMPTION, BUYBACKS AND DISCOUNT February 2026, as the Board determined that it was not required CONTROL MECHANISM in the prevailing market conditions and that cancellation would The Board introduced a Zero Discount Policy on 23 April avoid ongoing commitment fees. The Board will continue to 2025 and bought back shares to ensure that the discount to consider establishing a new facility in the future should market NAV at which the Company’s shares were traded remained circumstances warrant the use of leverage. at a low level. During the year ended 30 November 2025 137,455,891 Ordinary Shares were purchased through the If the Proposals proceed, the Company may be geared Zero Discount Policy. through (a) borrowing of up to 10 per cent of its NAV, calculated at the time of drawdown; and/or (b) by entering into The Board is conscious of investors’ desire to maintain derivative positions (both long and short) which have the effect robust discount control mechanisms. It is therefore proposed of gearing the Company’s portfolio, to enhance performance. that, from the point at which Columbia Threadneedle is appointed as the investment manager, the Company’s Derivatives usage will focus on, but will not be limited to the current discount control mechanisms, being the Zero following investment strategies: Discount Policy and the annual redemption, will be replaced as an alternative form of gearing to bank loans, for with quarterly liquidity opportunities for up to 15 per cent of instance, by the use of long CFDs; the Company’s issued share capital, coupled with use of share buybacks. This has the aim of targeting a discount of to enhance the investment returns by taking short 5 per cent or less in normal market conditions. positions in stocks or markets that the investment manager considers to be over-valued or impaired, or Bellevue Healthcare Trust plc Annual Report and Accounts 20254 Strategic Report DIVIDEND AGM AND SHAREHOLDER Although the Company’s investment objective under the COMMUNICATIONS Proposed Investment Policy is to seek absolute returns and The next AGM will be held on 28 April 2026 at the offices is focused primarily on producing capital growth, the Board of Hogan Lovells, Atlantic House, Holborn Viaduct, London, recognises that many shareholders value the Company as a EC1A 2FG. The Company will shortly be publishing a circular source of income. Accordingly, if the Proposals are approved to shareholders (the “AGM Circular”), which contains the by shareholders, the Company will maintain its existing target Notice of AGM and further details of the AGM. We recognise (which does not form part of the Proposed Investment Policy) it is not possible for everyone to attend an AGM, hence of paying an annual dividend equal to 3.5 per cent of the readers can submit any enquiries or feedback they might preceding year-end NAV, paid out in two equal instalments. have to Bellevue@nsm.group. I encourage you to make use of this facility. OUTLOOK The healthcare sector has historically shown a wide CONCLUDING THOUGHTS performance gap from other sectors and with often volatile Serving as Chairman for the past year has been a privilege price movements in individual stocks. This is driven by and I have greatly valued my time in this role. As described a variety of factors including innovation cycles, clinical above, if the Proposals proceed, I will step down to ensure outcomes, and regulatory events. In the event that Columbia sufficiently high standards of Board independence but I do Threadneedle is appointed manager, its approach of taking so with complete confidence in Sarah’s capabilities as my long positions in respect of companies perceived to be successor. She is exceptionally well-placed to guide the winners, and short positions in respect of those identified as Company in the future. laggards should be to the benefit of investors. It’s a transformational time for the proposed CT Healthcare Unfortunately, many potential drugs fail during development – Trust and I would like to thank shareholders for their time and for example, approximately 92 per cent of Phase 1 drugs fail engagement as they cast their votes on the Proposals. to progress. Therefore, small and mid-size biotech companies (which form a significant portion of the global healthcare investment universe and which are often dependent on the Kate Bolsover success or failure of a single drug) frequently face binary risk, Chairman of the Board of Directors which can present strategic positioning opportunities for both 27 February 2026 long and short investments that the Company’s new strategy is designed to capitalise upon. Should our recommended proposal to shareholders succeed, the Company will be in a position to benefit from the new approach being taken by Columbia Threadneedle. While there are significant macro risks to global stocks and the healthcare and biotech sector specifically, their long and short strategy is designed to potentially insulate investors from such events. As potential evidence of this, the proposed Strategy on which the Company is based has shown since 2023 the potential to perform extremely well in both a period of sector weakness and, latterly, strength. Bellevue Healthcare Trust plc Annual Report and Accounts 2025 5 ## Investment Manager’s Report HEALTHCARE SECTOR PERFORMANCE least that much of its profits in the US, so the drug pricing/ tariff issue was by far the most singular investor concern out REVIEW of those listed above. As has frequently been the case in At both a sector and a wider market level, the period under recent years in the face of macro-level concerns, the market review (1 December 2024 – 30 November 2025) was appeared to ‘plan for the worst and hope for the best’ by dominated by US political issues brought to the fore by the pricing in a negative outcome around most of these topics. re-election of Donald Trump. This was especially the case in the period up to and immediately following the unironically Thus, whilst the sector paced the wider market’s initial named 2 April 2025 “Liberation Day” tariff announcement. post-“Liberation” recovery through to early May, the MSCI World Healthcare Index then fell back hard to make its low Given what was proclaimed, few were surprised when global for the year on 15 May 2025 and then struggled to make markets fell a double-digit amount over the following week; any sustained upward progress until August, when the his unorthodox views on the benefits of tariffs, fixation on White House reported that letters were sent to 17 major local manufacturing, and broadly isolationist foreign policy pharmaceutical companies demanding they lower US drug position roiled many asset classes and industry sectors over prices in a manner consistent with the “most-favoured- the year. nation” pricing principle that Trump had espoused. However, the pace of the market’s subsequent recovery By mid-August, we saw the first signs of pharma companies stunned many, as did the speed with which the goalposts taking related actions and (very carefully) telegraphing around the tariffs moved – the now infamous ‘TACO’ trade. this situation could be navigated in a way that was not Global indices regained their pre-announcement levels by detrimental to profits and longer-term growth. We have seen 5 May and were back to making new all-time highs by early many subsequent agreements between the Administration June. Nothing could seemingly derail the wider market’s and pharma companies to avoid tariffs through a combination ascent. of embarrassing public fealty (the Oval Office press call), Healthcare – long a populist political football – was pledging to support something with Trump’s name on regrettably singled out for multiple policy initiatives around it (“TrumpRx”) and some nebulous promises to make drug pricing, local drug and device manufacturing, and the enormous-sounding investment commitments in the US; the mechanics of how Federally subsidised healthcare plans whole spectacle reminds us of the “one million dollars” meme operated. On 1 April 2025, the US launched a ‘Section 232’ from Austin Powers. investigation into the national security risks of pharmaceutical Regardless, TACO was now on the menu, portending an and API imports - potentially leading to separate industry- inevitable catch-up rally for the sector; from 1 August to the wide tariffs with clear legal authority. end of November, the MSCI World Healthcare delivered a Drug companies account for >50% of the MSCI World dollar total return of +17.9%, compared to +9.8% for the Healthcare Index by weighting and this industry makes at parent MSCI World Index. Bellevue Healthcare Trust plc Annual Report and Accounts 20256 Strategic Report Figure 1: Performance across the fiscal year 120 115 110 105 100 95 90 85 | Performance (rebased to 100 at start of period) 80 | | | | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | 29 Nov | 27 Dec | 24 Jan | 21 Feb | 21 Mar | 18 Apr | 16 May | 13 Jun | 11 Jul | 8 Aug | 5 Sep | 3 Oct | 31 Oct | 28 Nov | | | 2024 | 2024 | 2025 | 2025 | 2025 | 2025 | 2025 | 2025 | 2025 | 2025 | 2025 | 2025 | 2025 | 2025 | MSCI World Total Return ($) +17.0% MSCI World Healthcare Total Return ($) +8.7% Where are we now? The drug pricing story feels very Moreover, in an effort to cut the Federal budget to fund tax much behind us and tariffs also seem not to be a concern cuts, the administration has reduced future Medicaid funding for investors. M&A has crept back into focus, as pharma (these cuts will phase in over the coming years), and Federal companies feel comfortable deploying capital to negate ACA premium subsidies are scheduled to expire too. patent cliffs. There is still much to do on this front; the On the latter, Congress has been unable to pass a multi-year 2026-2030 revenue outlook for the Company overall remains extension, which has created uncertainty about the future size lacklustre, with the Company bifurcated on valuation into and risk profile of the ACA market; those who are healthy growth and non-growth. enough may forgo cover or trade down to other policies, If there is a significant area of continued uncertainty, it is whereas those who are very sick may well stay in, creating a around the US Managed Care (health insurance) sub-sector. potential adverse selection that pressures medical loss ratios. Per Figure 2 below, it was the worst-performing sub-sector The negative performances of the Dental subsector during the Company’s fiscal 2025 and continues to lag the (two stocks), Healthcare Technology (two stocks) and wider healthcare market through to February 2026. Other Healthcare (three stocks) are exacerbated by their We have seen a combination of profit warnings and lowered small number of constituents and in each case a largely guidance that has continued into 2026, due to several factors: stock-specific issue lies at the core of the sub-sector underperformance. One could make a similar comment General morbidity trends for a post-pandemic population are about the concentration being important for Facilities (three trending worse than expected. Whilst companies are raising stocks), Generics and Distributors (both four stocks) positive premiums to compensate, there is a temporal lag. performances, but in those cases the strength was broad- based and linked to positive sub-sector fundamentals. This is being compounded by uncertainties over government pricing and subsidy actions around Medicare (retiree cover) and Medicaid (the poor and some patients with chronic conditions). Under the Biden administration, Medicare Advantage reimbursement rates grew slower than trend. Itwas hoped this would be addressed under a Republican administration, but that has not proven to be the case thus far. Bellevue Healthcare Trust plc Annual Report and Accounts 2025 7 ### Investment Manager’s Report continued Figure 2: Sub-sector performance data Performance Performance Weighting (USD) (GBP) Facilities 1.0% 47.4% 41.7% Distributors 2.1% 46.4% 40.7% Generics 0.7% 34.0% 28.8% Conglomerates 9.2% 30.2% 25.1% Diversified Therapeutics 39.5% 15.6% 11.1% Focused Therapeutics 7.7% 11.8% 7.4% Healthcare IT 0.6% 11.5% 7.2% Tools 7.0% 8.9% 4.7% Diagnostics 1.3% 6.3% 2.2% Services 2.0% 5.3% 1.5% Med-Tech 15.6% 5.3% 1.2% Healthcare Technology 0.6% -3.2% -6.9% Other Healthcare 1.3% -7.1% -10.7% Dental 0.4% -24.9% -27.8% Managed Care 10.8% -36.7% -39.2% Index perf 8.7% 4.5% COMPANY PERFORMANCE REVIEW By virtue of their focused and innovative nature, the holdings The Bellevue Healthcare strategy is centred around owning in the Company’s portfolio tend to skew toward small/mid-cap companies that are operationally geared into the adoption of rather than large/mega-cap. Since inception, this has typically a selected group of products, technologies and services that led to a size factor profile that is essentially the inverse of that we believe are critical to the evolution of the healthcare delivery within the MSCI World Healthcare Index, which is dominated paradigm. by Mega-Cap companies. Because its approach is ‘bottom up’ and focused around this Although the strategy is unconstrained, we utilise the MSCI theme of longer-term healthcare change, investors should not World Healthcare Index in sterling as an internal comparator expect it to deliver correlated returns to the wider healthcare and external reference point; its parent index is the MSCI sector or the wider equity market. World Index and our preferred internal metric is the rolling 3year total return, which is also presented in Figure 3 below: Figure 3: The Company’s returns for the fiscal year One year Three year Since Inception | | | | Diff. vs. | | | Diff. vs. | | | Diff. vs. | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | (1) | | | (1) | | | (1) | | | | (All figures in GBP, to 29 November 2025) Return | | Comparator Return | | | Comparator Return | | | Comparator | | BB Healthcare Trust NAV (inc. dividends) -0.7% -520bp -3.7% -1195bp +96.7% -3367bp BB Healthcare Trust Total Shareholder return +4.1% -38bp +0.5% -783bp +89.4% -4104bp MSCI World Healthcare (GBP) - Comparator +4.9% +8.3% +130.4% MSCI World Index (GBP) +12.5% +797bp +52.5% +4417bp +183.7% +5332bp FTSE All Share Index +19.9% +1539bp +40.9% +3261bp +96.5% -3386bp (1) Note - the stated total shareholder return assumes the reinvestment of dividends. Bellevue Healthcare Trust plc Annual Report and Accounts 20258 Strategic Report During the period under review, the Company's NAV development saw a total return of -0.7% in sterling terms (+3.3% in dollars), ending the period with an NAV of 146.58p. The shareholder total return was less disappointing at +4.1%, as the imposition of a Zero Discount Policy on 23 April reduced the share price discount to NAV from 8.5% at the beginning of the period to 4.1% at the end of the period. Our comparator index is an imperfect but established reference point; it has very different factor characteristics compared to those typical of our portfolio holdings. However, the MSCI World Healthcare Index continues to be the most practical option, and remains the most widely used benchmark for our peer group of healthcare investment funds and trusts. This SMID bias has been a significant headwind for the performance of the Trust in recent years. However, as Figure 4 below illustrates, the US small and mid-cap indices actually outperformed over the course of this fiscal year, aiding the significant recovery in the NAV through the latter part of the year. **Figure 4: FY25 performance - Selected Healthcare Indices** ![img-0.jpeg](img-0.jpeg) Bellevue Healthcare Trust plc Annual Report and Accounts 2025 9 ### Investment Manager’s Report continued PORTFOLIO SUMMARY The evolution of the sub-sector exposures over the period-in-review is summarised in Figure 5 below. The portfolio consisted of 43companies at the end of November 2025, as compared to 33 at the end of November 2024, following the shareholder vote in favour of expanding the portfolio at the 2025 AGM. Figure 5: Portfolio sub-sector evolution Subsectors Subsectors end Nov 24 end Nov 25 Change Diagnostics 17.3% 20.3% Increased Distributors 1.0% 1.9% Increased Diversified Therapeutics 0.0% 13.5% Increased Facilities 0.0% 1.1% Increased Focused Therapeutics 27.8% 22.8% Decreased Healthcare IT 3.4% 0.0% Exited Healthcare Technology 9.2% 4.4% Decreased Managed Care 8.9% 8.7% Decreased Med-Tech 17.8% 9.4% Decreased Services 9.1% 9.3% Increased Tools 5.4% 8.6% Increased Other HC 0.1% 0.0% Decreased 100.0% 100.0% We have remained focused on our core objective of investing The portfolio’s market capitalisation and geographical into companies that we believe will play a significant role in characteristics are summarised in Figures 6 & 7 below: delivering the products, technologies and services that will help to transform the healthcare delivery paradigm through improved services, better outcomes and lower costs. Figure 6: Market capitalisation breakdown Figure 7: Geographical breakdown of portfolio of portfolio (operational HQ) 1.07% 1.80% 1.21% 2.77% 8.6% 3.29% 2.74% Mega-Cap United States 19.3% Large-Cap Netherlands 39.3% Mid-Cap Great Britain Small-Cap Denmark Market capitalisation breakdown Geographical breakdown (operational HQ) Germany Market capitalisation breakdown Geographical breakdown (operational HQ) 1.07% Switzerland 32.8% 1.80% 1.21% 87.13% 2.77% Belgium 3.29% 8.6% 2.74% Source: Bellevue Asset Management UK. Data as of 28 November 2025 | | | Mega-Cap | | | United States | | | --- | --- | --- | --- | --- | --- | --- | | 19.3% | | | Mega Cap >$50bn, Large Cap >$10bn, Mid Cap <$10bn, Small-Cap <$2bn | | | | | | | Large-Cap | | Asia | Netherlands | Asia | | | 39.3% | | | | | (inc. China & Japan) | (inc. China & Japan) | | Our top five and bottom five contributors to the evolution of the | necessarily correspond to their performance for the Company, as | | | | | --- | --- | --- | --- | --- | --- | | Mid-Cap | | | | Great Britain | | | | | | Rest of World | | Rest of World | | | NAV are summarised in Figure 8 below, along with their share | the size and duration of our holdings varies over the year). | | | | | Small-Cap | | | | Denmark | | price development in sterling over the fiscal year (which does not Germany ### Lorem ipsum Switzerland Lorem ipsum 32.8% Bellevue Healthcare Trust plc Annual Report and Accounts 202510 87.13% Belgium ### Lorem ipsum ### Lorem ipsum Strategic Report ![img-1.jpeg](img-1.jpeg) Figure 8: Top five and bottom five contributors to NAV | Top 5 Performers (total return) | | | | --- | --- | --- | | Company | Sub-sector | Performance (GBP) | | Insmed | Focused Therapeutics | 165.7% | | Regeneron | Diversified Therapeutics | +0.5% | | Verona Pharma | Focused Therapeutics | +154.7% | | UCB | Diversified Therapeutics | +38.2% | | ArgenX | Focused Therapeutics | +42.2% | | Bottom 5 Performers (total return) | | | | --- | --- | --- | | Company | Sub-sector | Performance (GBP) | | Sarepta Therapeutics | Focused Therapeutics | -84.6% | | UnitedHealth Group | Managed Care | -46.9% | | Neogenomics | Diagnostics | -34.4% | | CareDx | Diagnostics | -30.0% | | Inspire Medical Systems | Medical Technology | -38.0% | # Full investment portfolio as of 30 November 2025 | Company | Sub-sector classification | Fair value £'000 | % Portfolio | | --- | --- | --- | --- | | 1 Natera | Diagnostics | 6,817 | 5.2% | | 2 Regeneron Pharmaceuticals | Diversified Therapeutics | 6,805 | 5.2% | | 3 IQVIA | Services | 6,169 | 4.7% | | 4 CareDx | Diagnostics | 5,810 | 4.5% | | 5 UnitedHealth Group | Managed Care | 5,469 | 4.2% | | 6 Thermo Fisher | Tools | 4,998 | 3.8% | | 7 AbbVie | Diversified Therapeutics | 4,892 | 3.8% | | 8 Insulet | Healthcare Technology | 4,616 | 3.6% | | 9 Structure Therapeutics | Focused Therapeutics | 4,568 | 3.5% | | 10 AstraZeneca | Diversified Therapeutics | 4,276 | 3.3% | | **Total Top 10** | | **54,420** | **41.8%** | | 11 Adaptive Biotechnologies | Diagnostics | 3,780 | 2.9% | | 12 Danaher | Tools | 3,710 | 2.9% | | 13 Biomarin Pharmaceuticals | Focused Therapeutics | 3,652 | 2.8% | | 14 Zealand Pharma | Focused Therapeutics | 3,592 | 2.8% | | 15 Argenx | Focused Therapeutics | 3,559 | 2.7% | | 16 Icon | Services | 3,429 | 2.6% | | 17 Abbott Laboratories | Medical-Technology | 3,186 | 2.5% | | 18 NeoGenomics | Diagnostics | 3,051 | 2.3% | | 19 Exact Sciences | Diagnostics | 2,902 | 2.2% | | 20 Axsome Therapeutics | Focused Therapeutics | 2,828 | 2.2% | | 21 Ascendis Pharma | Focused Therapeutics | 2,804 | 2.2% | | 22 Elevance Health | Managed Care | 2,774 | 2.1% | | 23 BrightSpring Health Services | Services | 2,512 | 1.9% | | 24 Stryker | Medical-Technology | 2,464 | 1.9% | | 25 Avantor | Tools | 2,445 | 1.9% | | 26 Biontech | Focused Therapeutics | 2,333 | 1.8% | | 27 Edwards Lifesciences | Medical-Technology | 2,113 | 1.6% | | 28 Beam Therapeutics | Focused Therapeutics | 2,077 | 1.6% | | 29 Labcorp | Diagnostics | 2,070 | 1.6% | | 30 Quest Diagnostics | Diagnostics | 2,015 | 1.6% | | 31 Viking Therapeutics | Focused Therapeutics | 1,906 | 1.5% | Bellevue Healthcare Trust plc Annual Report and Accounts 2025 11 ### Investment Manager’s Report continued Company Sub-sector classification Fair value £’000 % Portfolio 32 Humana Managed Care 1,715 1.3% 33 Roivant Sciences Focused Therapeutics 1,697 1.3% 34 SI-Bone Medical-Technology 1,653 1.3% 35 UCB Diversified Therapeutics 1,567 1.2% 36 Intuitive Surgical Medical-Technology 1,434 1.1% 37 Brookdale Senior Living Facilities 1,405 1.1% 38 Alcon Medical-Technology 1,390 1.1% 39 Cigna Managed Care 1,374 1.1% 40 Cardinal Health Distributors 1,228 0.9% 41 McKesson Distributors 1,175 0.9% 42 DexCom I Healthcare Technology 1,034 0.8% 43 Compass Pathways Focused Therapeutics 595 0.5% 129,889 100.00% Gross exposure £129.9m Cash and cash equivalents £5.9m Other net liabilities £(0.9)m NAV of Company £134.9m Bellevue Asset Management (UK) Ltd 27 February 2026 Bellevue Healthcare Trust plc Annual Report and Accounts 202512 Strategic Report ## Investment Policy, Results and ## Key Performance Indicators CHANGES TO INVESTMENT POLICY as described below, and such use is not expected in the normal course to form a material part of Gross Assets. AND RETURN OBJECTIVES DURING THE FINANCIAL YEAR The investable universe for the Company is the global On 23 April 2025, shareholders approved a resolution to amend healthcare industry including companies within industries the Company’s investment policy. The amendment was to: such as pharmaceuticals, biotechnology, medical devices and equipment, healthcare insurers and facility operators, Raise the upper limit of the number of holdings in the information technology (where the product or service supports, Company’s portfolio from 35 to 45, to reduce volatility. supplies or services the delivery of healthcare), drug retail, Changes to the Company’s return objectives that form part of consumer healthcare and distribution. the Company’s investment objective, took effect from 17 March No single holding will represent more than 10 per cent. of Gross 2025 as they were not conditional on shareholder approval. The Assets at the time of investment and, when fully invested, the amendment was to: portfolio will have no more than 45 holdings. The Company Simplify the Company’s specific return objectives typically seeks to maintain a high degree of liquidity in its portfolio holdings (such that 90 per cent. of the portfolio may be liquidated in a reasonable number of trading days) and as a POST FINANCIAL YEAR END STRATEGIC consequence of the concentrated approach, it is unlikely that a DEVELOPMENTS position will be taken in a company unless a minimum holding of Following the financial year end, on 12 February 2026 the 1.0 per cent. of Gross Assets at the time of investment can be Company published a Circular setting out the outcome of achieved within an acceptable level of liquidity. the strategic review and the Board’s Proposals to appoint Columbia Threadneedle Investments as the Company’s AIFM There are no restrictions on the constituents of the Company’s and investment manager, subject to shareholder approval portfolio by index benchmark, geography, market capitalisation at the General Meeting to be held on 4 March 2026. The or healthcare industry sub-sector. Whilst the MSCI World Proposals include the adoption of a revised Investment Policy Health Care Index (in sterling) is used to measure the aligned with the CTI strategy, the cessation of the existing performance of the Company, the Company does not seek Redemption Facility and Zero Discount Policy, the introduction to replicate the index in constructing its portfolio. The portfolio of quarterly tender offers, and the authority to issue shares may, therefore, diverge substantially from the constituents of to support future growth. These developments represent this index (and, indeed, it is expected to do so). a significant strategic transition for the Company and, if approved, will take effect following the General Meeting. Until However, the portfolio is expected to be well diversified in such time, the existing investment policy and management terms of industry sub-sector exposures. Given the nature of arrangements remain in place. the wider healthcare industry and the geographic location of the investable universe, it is expected that the portfolio will Investment policy have a majority of its exposure to stocks with their primary The Company invests in a concentrated portfolio of listed listing in the United States and with a significant exposure to or quoted equities in the global healthcare industry. The the US dollar in terms of their revenues and profits. Although Company may also invest in ADRs, or convertible instruments the base currency of the Company is sterling which creates a issued by such companies and may invest in, or underwrite, potential currency exposure, this will not be hedged using any future equity issues by such companies. sort of foreign currency transactions, forward transactions or derivative instruments. The Company may utilise contracts for differences for investment purposes in certain jurisdictions where taxation or The Company will not invest in any companies which are, at other issues in those jurisdictions may render direct investment the time of investment, unquoted or untraded companies and in listed or quoted equities less effective. has no intention of investing in other investment funds. Any use of derivatives for investment purposes is made The Company may deploy borrowing to enhance long- on the basis of the same principles of risk spreading and term capital growth. Gearing will be deployed flexibly up to diversification that apply to the Company’s direct investments, 20per cent. of the Net Asset Value, at the time of borrowing, Bellevue Healthcare Trust plc Annual Report and Accounts 2025 13 Investment Policy, Results and Key Performance Indicators continued although the Investment Manager expects that gearing will, over the longer term, average between 5 and 10 per cent. of Net Asset Value. In the event that the 20 per cent limit is breached as a result of market movements, and the Board considers that borrowing should be reduced, the Investment Manager shall be permitted to realise investments in an orderly manner so as not to prejudice shareholders. No material change will be made to the investment policy without the approval of Shareholders by ordinary resolution. ### **Return objective** Since its launch in 2016, the investment objective of the Company has been to provide shareholders with capital growth and income over the long term, through investment in listed or quoted global healthcare companies. The Company's specific return objective is for its NAV per share (on a total return basis) to beat the total return of the MSCI World Health Care Index (in sterling) on a rolling 3 year period (the index total return including dividends reinvested on a net basis). ### **BORROWING POLICY** The Company may deploy borrowing to enhance long-term capital growth. Gearing will be deployed flexibly up to 20 per cent. of the Net Asset Value, at the time of borrowing, although the Investment Manager expects that gearing will, over the longer term, average between 5 and 10 per cent. of Net Asset Value. In the event that the 20 per cent limit is breached as a result of market movements, and the Board considers that borrowing should be reduced, the Investment Manager shall be permitted to realise investments in an orderly manner so as not to prejudice shareholders. No material change is made to the investment policy without the approval of shareholders by ordinary resolution. ### **DIVIDEND POLICY** The Company sets a target dividend each financial year equal to 3.5% of Net Asset Value as at the last day of the Company's preceding financial year. The target dividend is announced at the start of each financial year. This is a target only and not a profit forecast and there can be no assurance that it will be met. Dividends will be financed through distributable reserves. In order to increase the distributable reserves available to facilitate the payment of dividends, the Company cancelled the amount of £146,412,136 standing to the credit of its share premium account immediately following first admission of its Ordinary Shares to trading on the London Stock Exchange in order to create a special distributable reserve. With effect from 14 December 2023, a further amount of £617,709,517 standing to the credit of the Company's share premium account was cancelled in order to increase the special distributable reserve. The Company may, at the discretion of the Board, pay all or part of any future dividends out of the special distributable reserve, taking into account the Company's investment objective. The Company currently intends to pay dividends on a semi-annual basis, by way of two equal dividends, with dividends declared in July and February/March and paid in August and April/May in each year. In accordance with regulation 19 of the Investment Trust (Approved Company) (Tax) Regulations 2011, the Company will not (except to the extent permitted by those regulations) retain more than 15 per cent. of its income (as calculated for UK tax purposes) in respect of an accounting period. ### **RESULTS AND DIVIDEND** The Company's revenue return after tax for the year amounted to a gain of £161,000 (2024: gain of £160,000). The Company's capital return after tax for the year amounted to a loss of £52,291,000 (2024: gain of £73,574,000). Therefore, the total return after tax for the Company was a loss of £52,130,000 (2024: gain of £73,734,000). The Company targeted a total dividend for the year ended 30 November 2025 of 5.40p per Ordinary Share. - Interim dividend of 2.70p paid on 12 September 2025 - Final dividend of 2.70p to be paid on 29 May 2026 (to shareholders on the register at the close of business on 8 May 2026), subject to Shareholder approval at the AGM to be held on 28 April 2026. 14 Bellevue Healthcare Trust plc Annual Report and Accounts 2025 Strategic Report ![Stylized logo of the company name in a stylized font]() ## TARGET TOTAL DIVIDEND FOR THE YEAR ENDING 30 NOVEMBER 2026 For the financial year ending 30 November 2026, the target total dividend will be 5.13p per Ordinary Share, this being 3.5% of the audited NAV per Ordinary Share of 146.58p (including current financial year revenue items) as at 30 November 2025. The Board intends to declare an interim dividend of 2.565p per Ordinary Share, being half of the target total dividend for the financial year ending 30 November 2026, in July 2026 and intends to pay this dividend in August/September 2026. The Board intends to propose a final dividend of 2.565p per Ordinary Share for the financial year ending 30 November 2026, in February/March 2027 and intends to pay this dividend in April/May 2027. ### FIVE YEAR DIVIDEND PERFORMANCE | | Interim dividend | Final dividend | Total dividend | | --- | --- | --- | --- | | **Dividends paid/payable** | | | | | Year ended 30 Nov 2021 | 3.015p | 3.015p | 6.03p | | Year ended 30 Nov 2022 | 3.235p | 3.235p | 6.47p | | Year ended 30 Nov 2023 | 2.995p | 2.995p | 5.99p | | Year ended 30 Nov 2024 | 2.520p | 2.520p | 5.04p | | Year ended 30 Nov 2025 | 2.70p | 2.70p | 5.40p | | **Target dividend*** | | | | | Year ending 30 Nov 2026 | 2.565p | 2.565p | 5.13p | ## KEY PERFORMANCE INDICATORS ("KPIs") The Board measures the Company's success in attaining its investment objective by reference to the following KPIs: ### (i) To beat the total return of the MSCI World Healthcare Index (in sterling) on a rolling three-year period The NAV total return from 1 December 2022 to 30 November 2025 was -3.7%. The total return of the MSCI World Healthcare Index (in sterling terms) over the same period was 8.3%. The Investment Manager's report on pages 6 to 12 incorporates a review of the highlights during the financial year ended 30 November 2025. The Investment Manager's report gives details on investments made during the year and how performance has been achieved. ### (ii) To meet its target total dividend in each financial year The Company targeted a total dividend of 5.40p per Ordinary Share for the year ended 30 November 2025. The Company paid an interim dividend of 2.70p per Ordinary Share in August 2025 and proposes a final dividend in respect of the year to 30 November 2025 of 2.70p per Ordinary Share. ### (iii) Discount/premium to NAV The discount/premium relative to the NAV per Ordinary Share represented by the share price is monitored by the Board. The share price closed at a 4.1% discount to the NAV as at 30 November 2025 (2024: 8.5% discount). ### (iv) Maintenance of reasonable level of ongoing charges The Board monitors the Company's operating costs. Based on the Company's average net assets during the year ended 30 November 2025, the Company's ongoing charges figure calculated in accordance with the Association of Investment Companies ("AIC") methodology was 1.34% (2024: 1.03%). Bellevue Healthcare Trust plc Annual Report and Accounts 2025 15 ## Risk and Risk Management PRINCIPAL AND EMERGING RISKS AND including changes in government regulations and government healthcare programs, increases or decreases in the cost of UNCERTAINTIES medical products and services and product liability claims. The Board is responsible for the management of risks faced Healthcare companies in particular have patent protection, by the Company and delegates the review process of this very competitive forces on pricing and susceptibility to to the Audit and Risk Committee (the “Committee”). The product obsolescence. Committee carries out, at least annually, a robust assessment of principal and emerging risks and uncertainties and In addition, successful development of healthcare products monitors the risks on an ongoing basis. The Committee has a may be highly uncertain. The market prices for securities of dynamic risk assessment programme in place to help identify companies in the healthcare sector can reflect this by being key risks in the business and oversee the effectiveness of highly volatile. internal controls and processes, providing a visual reflection of the Company’s identified principal and emerging risks. The Sub-sectoral diversification Committee considers both the impact and the probability of The Company has no limits on the amount it may invest in each risk occurring and ensures appropriate controls are in the healthcare sector and is not subject to any sub-sector place to reduce risk to an acceptable level. investment restrictions. Although the portfolio is expected to be well diversified in terms of industry sub-sector exposures, the As part of the risk review, the Committee considered the Company may have significant exposure to portfolio companies challenging global economic and geopolitical environment from certain sub-sectors from time to time. including, but not limited to, the continuing effects of global Concentrated portfolio trade tariffs, armed conflicts, climate change, inflation and One of the key aspects to the investment proposition is interest rates. Particular attention was also given to risks the selection of a high conviction portfolio driven by the arising from minority activist shareholder concentration, Investment Manager’s fundamental analysis. The maximum theCompany’s recent underperformance and reduction in number of stocks being held at any one time is 45. size, and broader market volatility. This investment approach does not propose to follow a The Committee’s risk assessment framework provides a benchmark and as such cannot be expected to reflect the structured overview of the Company’s principal and emerging benchmark performance. risks, including those relating to healthcare sector-specific Management of risk factors, concentrated portfolio exposure, performance risk The Directors acknowledge that market risk is inherent in and the ongoing strategic review. This includes uncertainty the investment process. The Company is invested in a pending the outcome of the forthcoming General Meeting, concentrated, sector specific portfolio of investments and the proposed change of investment manager, discount has a well-defined investment policy that states that no management mechanisms and the potential impact of further single holding will represent more than 10 per cent. of Gross changes in the Company’s scale. The principal and emerging Assets at the time of investment. risks, together with a summary of the processes and internal controls in place to manage and mitigate those risks where The Investment Manager also has a well-defined investment possible, are set out below. objective and process, which is reviewed formally by the Board at least annually, and takes into account shareholder (I) MARKET RISKS views, developments in the marketplace and how the Economic conditions structure of the Company is positioned to meet them. Changes in general economic and market conditions On 23 April 2025, shareholders approved a resolution to including, for example, interest rates, inflation, exchange amend the Company’s investment policy, raising the upper rates, recession, taxes, and changes in supply and demand limit of the number of holdings in the Company’s portfolio can all pose a threat to the Company’s prospects and from 35 to 45, in order to reduce volatility. Changes to the thereby the performance of its Ordinary Shares. Company’s return objectives that form part of the Company’s investment objective took effect from 17 March 2025, with Healthcare companies the amendment to simplify the Company’s specific return The Company invests in global healthcare equities. This objectives. sector may be affected by a number of particular risks Bellevue Healthcare Trust plc Annual Report and Accounts 202516 Strategic Report The Board closely monitors the Company’s share price relative During the year under review, the Board engaged regularly to NAV and the Company’s discount/premium relative to their with the current Investment Manager in connection with the peer group. On 23 April 2025, the Company introduced a Company’s performance and decided to initiate a strategic discount control mechanism, the Zero Discount Policy which review in light of continued underperformance and the fall in seeks to ensure that the Company’s share price trades at or size of the Company. The Board announced the strategic around NAV in normal market conditions. The Zero Discount review of all options available to the Company on 7 August Policy was introduced in addition to the Company’s redemption 2025, with the objective of improving performance or otherwise facility, which has been suspended since the announcement of achieving value for shareholders. On 30 October 2025, the the Company’s strategic review in August 2025. Company announced the proposed appointment of Columbia Threadneedle Investments as its investment manager, shifting to Extensive marketing is carried out by the Company’s Investment a long/short equity strategy based on Columbia Threadneedle’s Manager, Broker and a specialist PR company and regular Seligman Healthcare Strategy, subject to shareholder approval. communication via the Company’s factsheets and website The Board continues to actively progress this decision, with aims to inform shareholders. An investment research consultant a focus on enhancing execution and improving long-term is engaged to provide independent research for retail performance. The shareholder Circular convening the General shareholders. In addition to regular market updates from the Meeting was published 12 February 2026, reflecting the Board’s Investment Manager and reports at Board meetings, the Board conclusion that Columbia Threadneedle Investments should convenes on an ad hoc basis if required. be appointed as the Company’s investment manager, with the adoption of the Seligman Healthcare Strategy. Details on financial risks, including market price volatility, leverage, interest rates, liquidity and foreign currency risks and the controls in place to manage these risks are provided in note (III) CORPORATE GOVERNANCE AND 18 to the financial statements. INTERNAL CONTROL RISKS The Board has contractually delegated responsibility for the (II) INVESTMENT PERFORMANCE RISK management of the investment portfolio, custodial services The relative performance of the Company against its benchmark (including the safeguarding of assets), registration services, and and AIC peer group depends principally on asset allocation accounting and company secretarial functions to external service and stock selection, which, in turn, require investment skills. In providers. Details of the Company’s principal service providers exercising these skills, the Investment Manager is responsible are set out on pages 31 and 32 of the Directors’ Report. for adhering to the investment policy and investment restrictions The principal risks arising from these arrangements relate set by the Board and amended from time to time. to the allocation of the Company’s assets by the current Management of risk Investment Manager and the effective and professional delivery The Board is responsible for ensuring that the investment policy of administrative, registration and custodial services. A failure is met. The day-to-day management of the Company’s assets in these areas could result in adverse outcomes, including loss is delegated to the Investment Manager under investment of assets, inadequate returns to shareholders and potential guidelines, with close monitoring of the guidelines. loss of the Company’s investment trust status. In addition, cyber security risks could lead to breaches of confidentiality, The Board meets the Manager on a regular basis and keeps compromise of data integrity and disruption to investment investment performance under close review. Investment decision-making processes. Failures in physical security could performance is monitored over the short, medium and longer result in damage to or loss of equipment, with consequential term against the Company’s benchmark and against the operational and financial impacts on the Company. Company’s AIC peer group. The Management Engagement Committee reviews the Manager’s performance on at least Management of risk an annual basis. The Investment Managers keep the global, The Board manages corporate governance and internal political and economic picture under review as part of the control risks through a structured framework of oversight, investment process and pays particular attention to sector and delegation and assurance. Service providers are appointed market specific issues. following due diligence and operate under formal contractual arrangements that clearly define roles, responsibilities and Bellevue Healthcare Trust plc Annual Report and Accounts 2025 17 ### Risk and Risk Management continued performance standards. Each of the contracts were entered and Administrator jointly monitor forecast income and into after full and proper consideration of the quality and cost expenditure to ensure continued compliance with investment of services offered, including the financial control systems trust requirements. in operation in so far as they relate to the affairs of the The Board remains alert to the impact of significant regulatory Company. change and is kept informed of corporate governance The Board and its Committees regularly review the developments and, as far as practicable, adheres to performance of all key service providers, supported by corporate governance guidelines that are applicable to an periodic reporting, controls assurance, and compliance investment company. attestations. This reporting covers such matters as Although Provision 34 of the AIC Code (relating to an explicit business resilience, cyber security risk and data, as well as declaration on the effectiveness of material internal controls) additional matters that are subject to review as part of the is not yet applicable to the Company, the Board is taking annual audit of the Company. Policies and procedures are steps to work towards compliance. During the year, the Audit reviewed regularly, with any exceptions or incidents reported and Risk Committee discussed the Company’s approach promptly to the Board. All key service providers produce to identifying material controls, including those operated annual internal control reports for review by the Audit and by third-party service providers, with assurance available Risk Committee. The Audit and Risk Committee oversee through controls reports and management confirmations. the effectiveness of internal controls and risk management This work will continue during the coming year to ensure the systems, including third-party controls, and ensures Board is well positioned to make the required declaration. that appropriate escalation, remediation and assurance processes are in place. This framework enables the Board to monitor risks on an ongoing basis and take timely action (V) BUSINESS INTERRUPTION where necessary. Disruption to, or failure of, services provided by the Company’s key service providers could result in information not being processed accurately or in a timely manner. (IV) REGULATORY RISKS This may lead to misappropriation of assets, regulatory Breaches of Section 1158 of the Corporation Tax Act 2010 investigation or financial loss, failure of trade settlement, or, could result in loss of the Company’s investment trust status. in extreme circumstances, the potential loss of investment Such a loss would subject the Company to taxation on gains trust status. A failure or breach of information security could arising from the disposal of its investments. Breaches of also result in breaches of confidentiality, compromise of data FCA rules applicable to listed entities could result in financial integrity, and disruption to investment decision-making. In penalties or the suspension of trading of the Company’s addition, failures in physical security could lead to damage shares on the London Stock Exchange. In addition, breaches to or loss of equipment, with associated operational and of the Companies Act 2006, the Alternative Investment Fund financial consequences. Managers’ Directive, applicable accounting standards, the Listing Rules, the Disclosure Guidance and Transparency Management of risk Rules, or the Prospectus Rules could give rise to financial Each of the Company’s key service providers maintains penalties or legal proceedings against the Company or its comprehensive business continuity and disaster recovery Directors. arrangements designed to ensure continuity of operations in the event of service disruption or a major incident. Any Management of risk breaches or significant incidents are reported promptly to the The Company has delegated relevant operational functions to Board. The Investment Manager, Administrator, Depositary, experienced external service providers, with clearly defined Registrar and Company Secretary each operate formal contractual responsibilities and reporting obligations. The business continuity plans. Controls reports and assurance Investment Manager, Depositary and Administrator provide provided by key third-party service providers are reviewed by regular reports to the Audit and Risk Committee on their the Investment Manager and Company Secretary on behalf monitoring activities, controls frameworks and compliance of the Audit and Risk Committee. The Depositary reports programmes. The Investment Manager monitors investment regularly to the Board on custody matters, including the positions on an ongoing basis, while the Investment Manager Bellevue Healthcare Trust plc Annual Report and Accounts 202518 Strategic Report continued safe custody of the Company’s assets. Under the Management of risk Proposals the Company’s Investment Manager, Administrator, The portfolio is well diversified, which helps to mitigate Company Secretary, Custodian and Depositary will change, exposure to physical climate-related risks. The Board and however the Board is satisfied that the proposed key service Investment Manager monitor developments in climate-related providers have sufficient operational resilience to ensure the regulation affecting both the Company and its investee Company will continue to operate effectively. companies, recognising that regulatory change may introduce additional uncertainty. Relative to the broader Cyber security risks are actively monitored as threats economy, the portfolio has a comparatively low carbon continue to evolve and become increasingly sophisticated. footprint. In addition, the Investment Manager’s parent The Board receives regular assurance on information security company has implemented a carbon reduction strategy, arrangements through reports from key service providers, including independent auditing of its carbon footprint in line including internal audit and controls assurance reports with ISO 14064-1 and Greenhouse Gas Protocol standards, covering information technology and cyber security. This corporate emissions reduction initiatives, and the offsetting of provides the Board with comfort that appropriate safeguards residual emissions through high-quality climate projects. The are in place and operating effectively. Bellevue Group is targeting a reduction in CO emissions per 2 full-time equivalent employee of at least 30% by 2030 and is (VI) ESG AND CLIMATE CHANGE RISK certified as carbon neutral by Swiss Climate. The Company does not adopt a UK Sustainability Disclosure The Company’s ESG statement is available on pages 27 Requirements (SDR) investment label, as it does not pursue and 28 of this report. While investment trusts are currently specific sustainability objectives aligned with the four SDR exempt from mandatory TCFD disclosures, the Board categories. However, ESG considerations are integrated into continues to monitor regulatory developments in this area. the investment process. Financial risks arising from climate change are generally categorised as either physical or transition risks. Physical risks arise from acute or chronic weather-related events (such as extreme weather), while transition risks arise from changes in regulation, policy or market expectations associated with the transition to a lower-carbon economy. The Company may also face reputational risk arising from non-compliance with applicable regulations, inaccurate disclosures, or increasing investor demand for ESG-focused products. Climate change may impact the operations and valuations of investee companies, which could in turn affect shareholder returns. Bellevue Healthcare Trust plc Annual Report and Accounts 2025 19 ## Viability Statement The Directors have assessed the viability of the Company In assessing viability, the Directors have also considered a for the five years to 30 November 2030 (the “Period”), range of broader assumptions relevant to the Company’s which the Directors consider to be appropriate in light of the long-term prospects, including: Company’s investment horizon and the Proposals outlined in the attractiveness of the healthcare sector as a long-term the Chairman’s Statement on pages 2 and 3. investment opportunity, supported by innovation, In making this assessment, the Directors have considered demographic trends, regulatory frameworks and intellectual the Company’s income and expenditure projections, the property protections; liquidity of the investment portfolio, and the predictability of the suitability of a diversified, actively managed healthcare the Company’s operating costs. The portfolio is invested investment approach, including the use of risk mitigation in liquid securities which, if required, could be realised to techniques, to navigate market volatility and support meet liabilities as they fall due. Operating costs are modest sustainable returns over the long term; and predictable relative to the size of the portfolio, and the Directors do not anticipate a material increase in the continued investor appetite for closed-ended investment Company’s ongoing charges ratio over the assessment trusts; period. the Company’s gearing policy and access to financing, Under all scenarios reviewed by the Directors, the where applicable; and Company’s available liquidity provides substantial coverage of operating expenses. Portfolio positioning, market that regulatory developments will not increase to a developments and strategic outcomes are reviewed regularly level that renders the Company uneconomic relative to by the Board, including at quarterly meetings. In addition, the competing investment products. Company’s internal control framework is subject to formal Based on their assessment, and having regard to the matters review at least annually. described above, the Directors have a reasonable expectation As outlined earlier in the Report, a Circular relating to that the Company will continue in operation and be able the proposed appointment of Columbia Threadneedle to meet its liabilities as they fall due over the Period. The Investments was published on 12 February 2026, and a Company’s income from investments and cash realisable from General Meeting is scheduled for 4 March 2026. While the the sale of its investments provide cover to the Company’s Board believes the Proposals offer an exciting approach to operating expenses under all stress test scenarios reviewed investment within the healthcare sector, the outcome of the by the Directors. However as outlined above, due to the resolutions to be considered at the General Meeting, and the outcome of the resolutions to be considered at the General level of participation in the associated tender offer, remain Meeting, and the level of participation in the associated unknown. tender offer, remaining unknown at the date of approval of the financial statements, the Directors recognise that these While the Company’s strategic review was initiated following conditions indicate the existence of a material uncertainty a period of underperformance, the Board continues to which may cast doubt about the Company’s ability to continue believe that the healthcare sector offers compelling long-term as a going concern. investment opportunities, given its scale, societal importance, breadth of investment opportunities and innovation-driven growth potential and the Proposals support this view. Bellevue Healthcare Trust plc Annual Report and Accounts 202520 Strategic Report ## Stakeholder Engagement This section of the Annual Report explains how the Board has Corporate Broker, Public Relations Adviser, Depositary and discharged its duties under section 172(1) of the Companies Act banking providers. These service providers are key stakeholders 2006, namely to promote the success of the Company for the and play an important role in supporting the Board’s governance benefit of its members as a whole. In doing so, the Board has responsibilities and its engagement with shareholders and the had regard to the likely long-term consequences of its decisions, wider market. the interests of the Company’s stakeholders, the need to maintain The Board has identified the Company’s principal stakeholders high standards of business conduct, and the impact of the and considers their interests as part of its ongoing oversight Company’s activities on the environment. and strategic decision-making. The Board regularly assesses The Board recognises that effective engagement with both the actual and potential impact of its decisions on these stakeholders is fundamental to sound decision-making and stakeholders, particularly in the context of strategy, performance, long-term value creation. As an externally managed investment risk management and capital allocation. This approach helps to company, the Company has no employees and instead operates ensure that stakeholder considerations are embedded within the through a number of external service providers, including Board’s deliberations and that decisions are taken with a view to the Investment Manager, Administrator, Company Secretary, the Company’s long-term sustainability and success. Importance of engagement Examples of engagement and key decisions Shareholders The Board’s principal concern is the interests of the Clear and timely communication of the Company’s strategy Company’s shareholders and potential investors and and performance against its objectives enables shareholders to the Directors have considered this duty when making make informed investment decisions, taking into account short, strategic decisions during the year that affect shareholders. medium and longer-term considerations. Ongoing engagement The investment objective of the Company is to provide with shareholders allows the Board to understand shareholder shareholders with capital growth and income over the perspectives, align decision-making with the interests of long term, through investment in listed or quoted global shareholders as a whole, and support the Company’s long-term healthcare companies. sustainable success. The Board maintains open dialogue between shareholders, During the year, the Board, together with its advisers, undertook the current Investment Manager and other service a detailed review of the Company’s investment management providers. The Investment Manager and Chairman, along arrangements, including consideration of proposals from a with the Company’s Corporate Broker meets regularly with range of candidates interested in assuming the investment the Company’s shareholders to provide Company updates management mandate. This review assessed the potential value and to foster regular dialogue. Feedback from meetings is offered to shareholders, the impact on the ongoing charges ratio, communicated with the Board. The Chairman and other and the implications of different investment policies and styles, Directors are always happy to meet with shareholders, and with the objective of improving the Company’s performance over welcome conversations. the longer term. As part of this strategic review process, the Board engaged directly with shareholders, which was initiated to consider all options for improving performance or otherwise delivering value for shareholders, and included consultation with the existing Investment Manager and advisers on potential strategic outcomes. The Board appreciates that shareholders vary by size and resource, but the Company’s investor relations team, Investment Manager and Board of Directors are pleased to engage with shareholders, whatever their size. Bellevue Healthcare Trust plc Annual Report and Accounts 2025 21 ### Stakeholder Engagement continued Importance of engagement Examples of engagement and key decisions In October 2025, the Board announced its conclusion that the best interests of shareholders would be served by the proposed appointment of Columbia Threadneedle Investments as the Company’s investment manager, and that it intended to seek shareholder approval for the associated changes to the investment policy and objectives at a shareholder meeting, which will be held on 4 March 2026. During the year, the Board introduced a Zero Discount Policy as part of its ongoing engagement with shareholders and in response to feedback on liquidity and discount management. The policy was designed to support the Company’s long-term success by seeking to ensure that the Company’s shares trade at or around NAV in normal market conditions. In making this decision, the Board considered the benefits to shareholders of improved liquidity, greater transparency around exit pricing, and the ability to manage holdings on an ongoing basis rather than at a single annual redemption point. The Board also considered the potential impact on the Company’s size and capital management and continues to keep the operation of the policy, alongside other capital management tools, under regular review. In support of this approach, and reflecting ongoing shareholder engagement, the Board convened a number of General Meetings between 23 April 2025 and 5 January 2026 to seek shareholder authority for the Company to purchase its own shares, enabling the effective operation of the Zero Discount Policy and reinforcing alignment between the Board’s decisions and shareholders’ interests. As a public company listed on the London Stock Exchange, With the assistance of regular discussions with and the formal the Company is subject to the Listing Rules and the advice of the Company’s Legal Counsel, Secretary and Corporate Disclosure Guidance and Transparency Rules. The UK Broker, the Board abides by the UK Listing Rules at all times. Listing Rules include a listing principle that a listed company The Board considers shareholder engagement to be of paramount must ensure that it treats all shareholders of the same class importance and is committed to ensuring that the AGM is a of shares that are in the same position equally in respect of meaningful and participative forum for all shareholders. The the rights attaching to such shares. Company values the feedback and questions received from The Board is pleased to invite shareholders to attend the shareholders both ahead of and during the AGM. Where a AGM on 28 April 2026, with more details included in the significant proportion of votes is cast against any resolution, the Chairman’s statement on page 5. Board will engage with shareholders to understand the reasons for the dissent and will outline, in the announcement of the AGM results, the steps it intends to take to consult shareholders further. Following this consultation, the Board will provide an update no later than six months after the AGM, and the subsequent Annual Report will describe how shareholder feedback has informed the Board’s decision-making and any actions taken or resolutions proposed. Bellevue Healthcare Trust plc Annual Report and Accounts 202522 Strategic Report Importance of engagement Examples of engagement and key decisions Shareholders are able to raise concerns directly with the Chairman or the Board, without the involvement of the Investment Manager or Company Secretary, either in person at the AGM or other events, or in writing via the Company’s registered office. Any matters raised by shareholders are noted and considered by the Board as part of its ongoing engagement and decision- making process. The Board and the Investment Manager regard effective communication and engagement with shareholders as a key priority. The Board regularly reviews the Company’s share register and receives regular reports from the Investment Manager and Corporate Broker outlining feedback received from shareholder meetings. Shareholders are kept informed through the publication of annual and half-yearly reports, monthly factsheets and commentary from the Investment Manager available via the Company’s website, as well as attendance at events where the Investment Manager presents. The Company’s annual and half-yearly reports are published on the Company’s website and circulated to shareholders on request. This information is supplemented by the daily calculation and publication of the Company’s NAV, which is released via a Regulatory Information Service and made available on the Company’s website. Investment Manager The most significant service provider for the Company’s The Board monitors the Company’s investment performance long-term success is the Company’s Investment in relation to its objectives and investment policy and strategy. Manager. The Investment Manager is responsible for the The Board regularly assesses the experience and resources management of the Company’s portfolio in accordance of the Investment Management team and the commitment of with the Company’s investment policy and the terms of the the Investment Manager to promote the Company and foster Investment Management Agreement. shareholder relations, and to ensure that the Company’s objective of providing capital growth combined with dividend The Investment Manager is also appointed as the income for its investors are met. Company’s AIFM in accordance with the Alternative Investment Fund Managers Directive (“AIFMD”), for the During the year, the Board received regular presentations from purpose of providing investment advisory services to the the existing Investment Manager and members of the wider Company. investment team at each Board meeting, allowing the Directors to exercise effective oversight of portfolio performance and The Investment Manager has placed trust in the investee strategic direction. The performance of the Investment Manager companies to respond appropriately to operational was also reviewed formally during the Management Engagement challenges and to ensure that high standards of corporate Committee meeting. governance and regard for shareholders are at the forefront of managerial decision-making. In addition, the Directors engaged closely with the existing Investment Manager and advisers outside scheduled meetings on matters relating to portfolio management, administration and governance oversight, including relationships with third-party service providers and engagement with shareholders. Bellevue Healthcare Trust plc Annual Report and Accounts 2025 23 ### Stakeholder Engagement continued Importance of engagement Examples of engagement and key decisions The Board considers ongoing engagement with the There was significant engagement during the year in connection Investment Manager and advisers to be fundamental to with the Company’s strategic review, including detailed effective oversight, informed decision-making and the discussions with the existing Investment Manager and advisers long-term success of the Company. Regular dialogue and consideration of alternative investment management enables the Board to assess performance against the arrangements. This process led to the Board’s decision to Company’s investment objective and policy, to understand propose the appointment of Columbia Threadneedle Investments portfolio positioning and risks, and to ensure that the as the Company’s Investment Manager, subject to shareholder Company’s strategic objectives remain appropriate. The approval. Board also places importance on engagement outside The Board continues to work closely with the current and formal Board meetings, recognising that timely interaction proposed investment managers and advisers to ensure that the supports effective governance, accountability and alignment proposed transition of management arrangements is managed in with shareholders’ interests. an orderly manner and in the best interests of shareholders. There was significant engagement during the year with The Board relies upon the AIFM to ensure the obligations the Company’s existing Investment Manager, together under the Consumer Duty regulations continue to be adopted with advisers, in connection with the strategic review of appropriately. All communications including the website, the Company’s investment management arrangements. factsheets and other published documentation are reviewed This included detailed discussions to agree proposed new ahead of publication to ensure they are appropriate for all end management arrangements and to plan for the orderly users. A ‘value for money’ assessment is also undertaken transition from the current Investment Manager to Columbia annually and is made available to distributors on request. Threadneedle Investments, subject to shareholder approval at the forthcoming General Meeting. There have been changes to the senior management at the Bellevue Group AG executive team level in Switzerland during the year. The management team in both London and Switzerland have attended Board meetings and strategy sessions, ensuring that service provision is maintained at the highest level. Service providers As an externally managed investment trust, the Company The Board has strong working relationships with the Investment conducts all its business through its key service providers. Manager, Broker, Legal Adviser, Company Secretary, Before the engagement of a service provider, the Board Administrator and Depositary. Experienced and capable third ensures that the Company’s business outlook as well as its parties provide the services required to be a well-functioning values are similar to those of the service provider. Company. Representatives of all the main service provider functions present regularly to the Board. A list of the Company’s key service providers can be found on pages 31 and 32 of this Report. The Board receives internal control reports from their service providers. During the year under review, the Board sought All service providers are subject to an annual performance and received reassurance that all key service providers had review, to ensure reappointment is in the best interests of appropriate business continuity plans in place. All key service the Company’s shareholders. providers have maintained a high standard of service and demonstrate operational resilience. Under the Proposals the Company’s Investment Manager, Administrator, Company Secretary, Custodian and Depositary will change, however the Board are satisfied that the proposed key service providers have sufficient operational resilience to ensure the Company will continue to operate effectively. The Auditor is invited to attend the Audit and Risk Committee meeting twice a year. The Audit and Risk Committee Chairman maintains regular contact with the Audit partner to ensure the audit process is undertaken effectively. Bellevue Healthcare Trust plc Annual Report and Accounts 202524 Strategic Report Importance of engagement Examples of engagement and key decisions Wider community and environment The Company and its appointed professional suppliers keep In making investment decisions, the Investment Manager abreast of the rules and regulations affecting the investment considers qualitative measures such as the environmental and company sector. social impact of an investee company as well as financial and operational measures. The Investment Manager, as steward of the Company’s assets, engages with the investee companies to ensure The Investment Manager takes voting obligations seriously high standards of governance. The Board, Company and there are multiple structures in place to ensure votes are Secretary and AIFM are responsible for ensuring that various cast in all investee company shareholder meetings. While the regulatory and statutory obligations are met. Investment Manager evaluates external proxy agency reports when considering how they might vote, they do not outsource The Board is also conscious of the importance of providing voting to a third party and are happy to go against both their a vehicle which meets the needs of its shareholders, recommendations and the wishes of management, when they including retail investors. consider it important to do so. The Company Secretary and AIFM regularly report to the Board any changes in the regulatory environment and as AIC members, the Board can draw on the resources available detailing any regulatory changes. In summary, the Directors are mindful of their duties under section 172 of the Companies Act 2006 and take decisions with due regard to the long-term consequences for the Company and its key stakeholders. The Board believes that the Company’s long-term, sustainable success is intrinsically linked to the effective engagement with, and consideration of, those stakeholders. BOARD DECISION-MAKING The Board seeks to act in the best interests of shareholders as a whole and, in doing so, has regard to the long-term consequences of its decisions, the Company’s purpose, values, investment objective and policy, and the interests of the Company’s key stakeholders. The Board considers these factors both in discussions and when making decisions, alongside regular and detailed reviews of the Company’s portfolio, strategy and performance. Set out below are examples of key discussions held, and decisions taken by the Board during the financial year to 30 November 2025. STRATEGIC REVIEW AND PROPOSED CHANGE OF INVESTMENT MANAGER On 7 August 2025, the Board announced that it had initiated a strategic review to consider all options available to the Company with the objective of improving performance or otherwise delivering value for shareholders. This included detailed engagement with the existing Investment Manager, advisers and shareholders, as well as consideration of proposals received from a range of investment managers and alternative strategic options, including an orderly wind-down of the Company. Following this process, the Board concluded that the proposed appointment of Columbia Threadneedle Investments as investment manager, together with the adoption of a revised investment strategy, would best serve the long-term interests of shareholders. In reaching this decision, the Board considered the potential impact on performance, risk management, costs and alignment with shareholder interests. The appointment of Columbia Threadneedle is conditional on the approval by shareholders at a General Meeting of the Company of the adoption of an amended investment policy by the Company. The Circular was published on 12 February 2026 with the General Meeting to be held on 4 March 2026. DISCOUNT MANAGEMENT The Board continues to focus on effective discount management and liquidity for shareholders. During the year, the Board introduced a Zero Discount Policy, with the objective of supporting the Company’s shares trading at or around NAV in normal market conditions. In making this decision, the Board considered shareholder feedback on liquidity and pricing, the limitations Bellevue Healthcare Trust plc Annual Report and Accounts 2025 25 ### Stakeholder Engagement continued of the annual redemption facility, and the potential impact on the Company’s size and capital structure. During the strategic review process, the Company’s annual redemption facility has been paused, removing the risk of ongoing redemptions impacting liquidity or scale while the review is concluded. The Board retains absolute discretion over the operation of any future redemption arrangements. The Board regularly reviews the level of the Company’s discount, the composition of the share register and market conditions, and seeks shareholder authority through General Meetings to enable the effective operation of its capital management tools. The Board keeps the operation of the Zero Discount Policy under ongoing review to ensure it remains aligned with shareholders’ interests and the Company’s long-term success. MARKETING AND SHAREHOLDER ENGAGEMENT The Board places importance on maintaining clear communication with shareholders and improving the Company’s profile in the market. During the year, the Board reviewed the Company’s marketing and communication activities, appointing Burson Buchanan as PR Adviser, with a focus on ensuring consistent messaging around the Company’s strategy, performance and objectives. BOARD SUCCESSION PLANNING The Board also devoted time during the year to succession planning and Board composition. Following the recent strategic review and in light of forthcoming changes to the Board, the Directors reviewed the balance of skills, experience and independence on the Board to ensure it remains appropriate for the Company’s evolving strategy and governance requirements. In particular, Kate Bolsover will not seek re-election at the 2026 AGM, as she will no longer be regarded as independent of the proposed new investment manager due to her role as Chairman of TR Property. Sarah MacAulay, who joined the Board in February 2025, is expected to succeed as Chairman following the AGM, subject to shareholder approval. In addition, Jo Dixon will conclude her service as Senior Independent Director at the AGM upon reaching the end of her tenure. A search process is underway to appoint a new non-executive Director to the Board, with the Senior Independent Director role to be determined in due course as part of the Board’s succession planning process. More details can be found in the Chairman’s Statement on page 3. Bellevue Healthcare Trust plc Annual Report and Accounts 202526 Strategic Report ## Environmental, Social and Governance ## (“ESG”) Policy OVERVIEW situation continues to improve. Where MSCI ESG data is not This section summarises the incorporation of ESG factors comprehensive, we utilise other third-party data providers from both a company perspective, i.e. Bellevue Healthcare alongside our internal evaluations. Trust (“the Company” or “the Trust”) and from the Bellevue Bellevue encourages investee companies to interact with Asset Management (“Bellevue”) perspective, as the appointed these third-party agencies to clarify any misunderstandings Investment Manager. “We” and “Our” refer to employees in their reports. We have seen further progress in this of the Bellevue Group of companies. Both Bellevue Asset area, with some portfolio companies that were previously Management (UK) Ltd. and the Company remain out of scope viewed as ESG laggards — often unjustly, in our opinion — for both the UK climate-related reporting requirements and the experiencing significant enhancements in their ratings EU Corporate Sustainability Reporting Directive. through direct engagement. MANAGEMENT OF ESG FACTORS WITHIN External ESG reports are only part of the process; we have our own qualitative criteria that form the basis of THE BELLEVUE HEALTHCARE TRUST decision-making. We do not apply specific scoring criteria INVESTMENT PORTFOLIO for exclusion from our portfolio because we feel such an The Bellevue Healthcare Trust does not opt for a UK approach has significant limitations. Rather, we see scores SDR investment label since it does not pursue distinct as tools to consider within a much more comprehensive and sustainability objectives in accordance with the four UK SDR holistic framework. categories. However, ESG considerations are embedded in the fundamental investment process across Bellevue’s diverse range of managed products, and the Trust is no RESPONSIBLE STEWARDSHIP exception. Responsible investing does not end with due diligence; the importance of ongoing engagement with management Formal ESG guidelines cover areas such as compliance with teams cannot be overstated. Active fund management global norms, value-based exclusions, controversies, climate arguably derives a material proportion of its longer-term alpha change factors and active ownership. These also preclude generation opportunities through the ability to proactively investments into Companies involved in serious violations of consider, debate and influence (via the exercising of voting internationally recognised norms regarding the environment, powers) potential issues at investee companies. human rights and business ethics, as well as those engaging Bellevue takes voting obligations seriously and there are in controversial business activities that exceed Bellevue’s multiple structures in place to ensure that we vote in all stated revenue thresholds. shareholder meetings. While we evaluate external proxy The Trust’s healthcare focus makes it very unlikely that any agency reports when considering how we might vote, we excluded companies would ever come into scope in the first do not outsource our voting to a third party and are happy place. However, there have been a number of investment to go against both their recommendations and the wishes of opportunities since the Trust’s inception that were rejected management, when we consider it important to do so. because the companies did not comply with our broader Engagement with voting is only part of the process. ESG principles. The most common reasons for negative Pragmatically, we are but one of many voices and it may be the screen-outs continue to be governance structure and/or case that even after a multi-year engagement with management reporting quality. and exercising our voting power, we have not been able to elicit The assessment of ESG considerations is often change. In such a situation, we would consider divesting our over-simplified to the level of significant controversies or an holding, depending on the materiality of the issues. aggregated ESG score provided by third-party agencies. We have yet to divest a holding due to ESG considerations, We remain firmly of the view that the process must avoid the which attests to the robustness of the initial screening pitfalls of an over-simplified “one size fits all” approach. approach in avoiding controversies. We are quite happy to exit Bellevue continues to use MSCI ESG reports for qualitative positions when we lose confidence in management or strategy and quantitative external data. The scope and quality of and there are several historical examples of such situations external ESG assessments remain variable, although the during the Company’s lifetime. Bellevue Healthcare Trust plc Annual Report and Accounts 2025 27 ### Environmental, Social and Governance (“ESG”) Policy continued TRUST-SPECIFIC EXCLUSION CRITERIA AND TOLERANCE THRESHOLDS It would be very easy to claim that one has a blanket ban on investing in everything that’s bad or that all one’s investments are sustainable. However, some points of view are subjective, and some things are what they are: for instance, every human healthcare company is involved in supporting animal testing to some degree. Finally, one must recognise that rarely are matters so clear cut as to be able to definitively state a company has zero involvement or exposure to a controversial area; one can easily take exposures off the balance sheet via outsourcing; animal testing is often outsourced, for example. With these realities in mind, it makes more sense to operate by a set of guiding principles based on data that can be simply ascertained from management and that are realistically achievable for the portfolio overall. Bellevue agreed an expansive list of thresholds with the Board of the Company that came into effect from 1January2022 and set revenue threshold exposure levels to specific criteria. More information can be found on the Bellevue Group website www.bellevue.ch/ch-en/private/about-us/sustainability Bellevue Healthcare Trust does not include any sustainability claims in its investment objectives, but does take ESG factors and thresholds into account when making investment decisions. All related disclosure documents (incl. ESG disclosure report, pre-contractual disclosure, periodic disclosure and corporate ESG report) are published on the Company’s website. Both Bellevue Asset Management (UK) Ltd. and the Trust remain out of scope for both the UK climate-related reporting requirements and the EU Corporate Sustainability Reporting Directive. Bellevue Healthcare Trust plc Annual Report and Accounts 202528 Strategic Report ## Other Information ENVIRONMENTAL MATTERS CONSUMER DUTY The Company has no greenhouse gas emissions to report The Company and Investment Manager are fully cognisant of from its operations, nor does it have responsibility for any other the rules which came into force on 31 July 2023 and have emissions producing sources under the Companies Act 2006 taken the necessary steps to ensure compliance. (Strategic Report and Directors’ Reports) Regulations 2013. OUTLOOK Investment trusts are currently exempt from TCFD disclosure, The outlook for the Company is discussed in the Chairman’s but the Board will continue to monitor the situation. Statement on page 5. EMPLOYEES STRATEGIC REPORT The Company has no employees. As at 30 November 2025 The Strategic Report set out on pages 1 to 29 of this the Company had five Directors, one of whom was male Annual Report was approved by the Board of Directors on (20%) and four of whom were female (80%). The Board’s 27February 2026. policy on diversity is contained in the Corporate Governance Report (on pages 39 and 40). For and on behalf of the Board Kate Bolsover SOCIAL, COMMUNITY AND HUMAN RIGHTS Chairman ISSUES 27 February 2026 Having no employees, the Company, as an investment company, has no direct impact on social, community, environmental or human rights matters. MODERN SLAVERY DISCLOSURE Due to the nature of the Company’s business, being a company that does not offer goods or services to consumers, the Board considers that it is not within the scope of modern slavery. The Board considers the Company’s supply chains, dealing predominantly with professional advisers and service providers in the financial service industry, to be low risk in relation to this matter. Bellevue Healthcare Trust plc Annual Report and Accounts 2025 29 ## Governance 30 Bellevue Healthcare Trust plc Annual Report and Accounts 2025 Governance ![Three horizontal bars of varying lengths.]() # Directors' Report ![img-2.jpeg](img-2.jpeg) The Directors present their annual report and accounts for the year ended 30 November 2025. ## STRATEGIC REPORT The Directors' Report should be read in conjunction with the Strategic Report on pages 1 to 29. ## LEGAL AND TAXATION STATUS The Company is an investment company within the meaning of Section 833 of the Companies Act 2006. The Company conducts its affairs in order to meet the requirements for approval as an investment trust under section 1158 of the Corporation Tax Act 2010. The Company has received initial approval as an investment trust and the Company must meet eligibility conditions and ongoing requirements in order for investment trust status to be maintained. In the opinion of the Directors, the Company has met the conditions and requirements for approval as an investment trust for the year ended 30 November 2025. ## ALTERNATIVE FUND INVESTMENT MANAGERS ("AIFM") Bellevue Asset Management (UK) Ltd ("Bellevue") is authorised and regulated by the Financial Conduct Authority ("FCA") to undertake the regulated activities as defined in the Alternative Investment Fund Managers Directive (2011/611/EU) ("AIFMD"). On 1 April 2020, it was announced that Bellevue had been appointed as AIFM to the Company, subject to the overall control and supervision of the Board. Under the terms of the AIFM agreement, Bellevue performs the activity of investment management in accordance with the investment policy of the Company and has discretion to buy, sell, retain, exchange or otherwise deal in investment assets for the account of the Company. The Investment Manager is entitled to receive a management fee payable monthly in arrears and calculated at the rate of one-twelfth of 0.95% per calendar month of market capitalisation. Market capitalisation means the average of the mid-market prices for an ordinary share, respectively, as derived from the daily official list of the London Stock Exchange on each business day in the relevant calendar month multiplied by the number of Ordinary Shares, respectively, in issue on the last business day of the relevant calendar month excluding any Ordinary Shares held in treasury. There is no performance fee payable. As allowed under the AIFMD, Bellevue has delegated the activity of Risk Management to Bellevue Asset Management AG (the "Delegated Risk Manager"). The AIFM agreement may be terminated on 12 months' written notice and may be terminated with immediate effect on the occurrence of certain events, including insolvency, on a change of control of the Investment Manager or in the event of a material breach which fails to be remedied within 30 days of receipt of notice. As an AIFM, Bellevue must ensure that it, together with the Company, is fully compliant with the terms of the AIFMD. In order to accomplish this, the required regulatory obligations are met through the cooperation of both parties as well as with significant input from the Delegated Risk Manager. Bellevue has agreed with the Delegated Risk Manager, and in full compliance with the AIFMD, a Risk Framework in respect of the Company. The Risk Framework seeks to govern the investment and operational risks as well as ensuring that all risk limits are complied with. All required risk reporting is completed by the Delegated Risk Manager. The Delegated Risk Manager monitors the Company on a daily basis in order to ensure that Bellevue is operating within the risk limits contained in the risk policy and seeks to identify breaches. If Bellevue breaches a risk management limit, then it is required to notify the Delegated Risk Manager of the breach as soon as possible, and by the day after the infraction occurred at the latest. In addition to providing details of the breach, Bellevue confirms how and when the breach was resolved or when and how it is intended that the breach will be resolved. Bellevue Healthcare Trust plc Annual Report and Accounts 2025 31 ### Directors’ Report continued The AIFMD Annex IV reporting requirements are undertaken Until such time as the Proposals are approved and by the AIFM, Administrator and other selected service implemented, the current AIFM continues to manage the providers. Company’s investments. In addition, the Board issued formal directions effective 29 October 2025, to restrict new investments to assets that could be readily sold within BROKER five trading days. This directive was intended to mitigate The Company’s sole Corporate Broker is J.P. Morgan liquidity risk during the anticipated portfolio transition and Cazenove. was disclosed to investors in compliance with regulatory requirements. The Board continues to monitor performance DEPOSITARY and engagement closely during this transition period. CACEIS Bank, UK Branch is the Company’s Depositary andCustodian. ALTERNATIVE INVESTMENT FUND MANAGERS’ DIRECTIVE (“AIFMD”) COMPANY SECRETARY AND In accordance with the AIFMD, the AIFM must ensure ADMINISTRATOR that an annual report containing certain information on the NSM Funds (UK) Limited is the Company’s Company Company is made available to investors for each financial Secretary and Administrator. year. The investment funds sourcebook of the FCA (the The Board has had continuous direct access to the advice “Sourcebook”) details the requirements of the annual report. and services of the Company Secretary who is responsible All the information required by those rules are included in for ensuring that the Board and Committee procedures this Annual Report or is or will be made available on the are followed, and that applicable rules and regulations are Company’s website, www.bellevuehealthcaretrust.com. complied with. The AIFM is required to make certain disclosures on its The Company Secretary provides full company secretarial remuneration in respect of the AIFM’s relevant reporting services to the Company, ensuring that it complies with all period. These disclosures are available on request from legal, regulatory, and corporate governance requirements the AIFM. and officiating at Board meetings and shareholders’ meetings. The Company Secretary is also responsible to the LEVERAGE (UNDER AIFMD) Board for ensuring timely delivery of information and reports The AIFM is required to set leverage limits as a percentage and that the statutory obligations of the Company are met. of net assets for the Company utilising methods prescribed Finally, the Company Secretary is responsible for advising the under AIFMD. These methods are known as the gross Board through the Chairman on all governance matters. method and the commitment method. Under both methods the AIFM has set current maximum MANAGEMENT ENGAGEMENT limits of leverage for the Company of 120%. A leverage The Board has carefully reviewed the performance and percentage of 100% equates to nil leverage. The Company’s management arrangements of the current AIFM during leverage under each of these methods at its year end is the year, particularly in light of the Company’s recent shown below: underperformance. As part of the strategic review process, | and in order to preserve flexibility while options were being | | Gross | Commitment | | | --- | --- | --- | --- | --- | | considered, the Board issued protective notice to Bellevue | | method | | method | | Asset Management (UK) Limited in accordance with the | Maximum leverage limit 120% 120% | | | | | terms of the existing management agreement during the year. | Actual leverage at 30 November | | | | 100% 100% Following the strategic review, and as announced in October 2025 2025, the Board concluded that it is in the best interests * Definitions of this APM together with how these measures have been of shareholders to propose the appointment of Columbia calculated can be found on page 77. Threadneedle Investments as the Company’s AIFM and investment manager, subject to shareholder approval at the forthcoming General Meeting. Bellevue Healthcare Trust plc Annual Report and Accounts 202532 Governance ## SHARE ISSUES During the year ended 30 November 2025, the Company did not issue any shares through the share issuance programme. The number of Ordinary Shares in issue at 30 November 2025 was 315,152,309, of which 223,124,455 Ordinary Shares are held in Treasury. Therefore, the total number of voting rights in the Company as of 30 November 2025 was 92,027,854. The authority to issue new shares pursuant to the placing programme, detailed in the Company's prospectus dated 10 November 2016, expired on 9 November 2017. The Company published a new prospectus on 5 November 2018, for the issuance of up to 345 million Ordinary Shares by way of an Initial Placing, Offer for Subscription and Intermediaries Offer, and pursuant to a new share issuance programme. A supplementary prospectus was issued on 20 February 2019. At the AGM of the Company held on 23 April 2025, the Directors were granted authority to allot up to 24,180,403 Ordinary Shares on a non-pre-emptive basis. This authority will expire at the conclusion of the forthcoming AGM. The authorities have the following benefits for shareholders: - enable the Company to continue to take advantage of opportunities to make further investments in accordance with its investment objective and policy; - increase the market capitalisation of the Company, helping to make the Company attractive to a wider investor base; - a greater number of Ordinary Shares in issue should improve liquidity in the secondary market for the Ordinary Shares and make the Ordinary Shares more attractive to a wider range of investors; and - grow the Company, thereby spreading the Company's fixed running costs across a larger equity capital base which should reduce the level of ongoing expenses per Ordinary Share. It must be noted that the price at which any new Ordinary Shares are issued to satisfy market demand is never less than the prevailing NAV (cum-income) per Ordinary Share at the time of issue plus a premium to cover the expenses of such issue, therefore shareholders will not suffer any dilution to the NAV (cum-income) per Ordinary Share as a result of any such issue. The Board recommends that the Company is granted a new authority to issue up to a maximum of 10% of the shares in issue at the date of this document and to disapply pre-emption rights when issuing those Ordinary Shares. Resolutions to this effect will be put to shareholders at the AGM to be held on 28 April 2026. This authority would be used to carry out a series of placings or tap issues, providing the Company with the ability to issue new Ordinary Shares over a period of time to meet investor demand and help with managing the premium that the shares typically trade at. ## SCRIP DIVIDEND As reported in the Company half-yearly report to 31 May 2023, the Board reluctantly decided to suspend the scrip dividend option for the time being. ## TREASURY SHARES The Companies Act allows companies to hold shares acquired by way of market purchase as treasury shares, rather than having to cancel them. This gives the Company the ability to re-issue Ordinary Shares quickly and cost effectively, thereby improving liquidity and providing the Company with additional flexibility in the management of its capital base. Ordinary Shares will not be sold from treasury at a price less than the (cum income) NAV per existing Ordinary Share at the time of their sale. The Company bought back 191,342,037 during the year ended 30 November 2025. The Company has bought back 18,828,620 Ordinary Shares to be held in treasury since the year end. ## DISCOUNT MANAGEMENT At the Company's 2025 AGM, the Directors were given authority to make market purchases of up to 36,246,425 Ordinary Shares. The maximum price (exclusive of expenses) which may be paid for an Ordinary Share must not be more than the higher of: (i) 5% above the average of the mid-market values of the Ordinary Shares for the five Business Days before the purchase is made; or (ii) the higher of the price of the last independent trade and the highest current independent bid for the Ordinary Shares. Ordinary Shares will be repurchased only at prices below the prevailing NAV per Ordinary Share, which should have the effect of increasing the NAV per Ordinary Share for remaining shareholders. It is intended that a renewal of the authority to make market purchases will be sought from shareholders at each AGM of Bellevue Healthcare Trust plc Annual Report and Accounts 2025 33 ### Directors’ Report continued the Company and authority for the Company to purchase a In order that the Company may continue to operate the Zero maximum of 14.99% of the Ordinary Shares in issue at the Discount Policy once the authority to repurchase its own date of the AGM will be sought at the forthcoming AGM. shares has been fully utilised, the Company holds a General Purchases of Ordinary Shares will be made within guidelines Meeting at which the Company seeks further renewal of established from time to time by the Board. Any purchase the authority to make purchases of its own shares. Without of Ordinary Shares would be made only out of the available this further authority, the Company may not have sufficient cash resources of the Company. Ordinary Shares purchased authority remaining to continue to purchase its own shares by the Company may be held in treasury or cancelled. to support the Zero Discount Policy. In the period from 23 April 2025 to 27 February 2026, the Company has had Purchases of Ordinary Shares may be made only in eight General Meetings to renew authority. accordance with the Companies Act, the Listing Rules, and the Disclosure Guidance and Transparency Rules. REDEMPTION FACILITY Investors should note that the repurchase of Ordinary The Company has a redemption facility through which Shares is entirely at the discretion of the Board and no shareholders may request the redemption of all or part expectation or reliance should be placed on such discretion of their holding of Ordinary Shares on an annual basis. being exercised on any one or more occasions or as to the The redemption facility is entirely at the discretion of the proportion of Ordinary Shares that may be repurchased. Directors. The Company may seek to address any significant discount During the strategic review period, the Company’s annual to NAV at which its Ordinary Shares may be trading by redemption facility has been paused. purchasing its own Ordinary Shares in the market on an ad hoc basis. As outlined above, 191,342,037 Ordinary Shares LIFE OF THE COMPANY have been bought back by the Company during the year to The Company has no fixed life. 30 November 2025. MARKET INFORMATION During the year, the Board introduced a Zero Discount The Company’s share capital is admitted to the Premium Policy, with the objective of ensuring that the Company’s Segment of the Official List of the FCA and is admitted to shares trade at or around NAV in normal market conditions. trading on the London Stock Exchange. The NAV per share is Under this policy, the Company may buy back shares when calculated in sterling for each business day that the London they trade at a discount to NAV and issue shares (or sell Stock Exchange is open for business. The daily NAV per shares from treasury) when they trade at or above NAV. share is published through a regulatory information service. The Board believes this approach is in the best interests of shareholders, providing effective and continuous discount control while supporting the efficient management and REVOLVING CREDIT FACILITY (“RCF”) potential growth of the Company. The Company had a multi-currency Revolving Credit Facility (“RCF”) with The Bank of Nova Scotia, London Branch. From The Zero Discount Policy replaces reliance on the annual December 2024 the Company had the ability to draw down redemption facility as the primary mechanism for managing loans up to an aggregate value of USD 125 million. In May the discount. The Board considers that the policy offers 2025, the Company elected to cancel USD 40 million of the shareholders greater flexibility and transparency by enabling RCF, reducing the amount available to draw down to USD them to exit at or close to NAV throughout the year, rather 85million. than at a single annual point, and at a known price within a shorter timeframe. The Board also believes that the policy The RCF was renewed in December 2025, at which point the improves liquidity, reduces uncertainty around Company size aggregate value was amended to USD 70 million, with the following redemptions, and allows shareholders to manage other terms remaining unchanged. their holdings more effectively. The operation of the policy, The facility was subsequently cancelled by the Company on alongside any other capital management tools, continues to 9February 2026. be kept under regular review by the Board. Bellevue Healthcare Trust plc Annual Report and Accounts 202534 Governance CAPITAL STRUCTURE AND VOTING RIGHTS Voting deadlines are stated in the Notice of Meeting and As at 30 November 2025, the Company’s issued share Form of Proxy and are in accordance with the Companies capital comprised of 50,001 Management Shares and Act 2006. Management Shares shall not carry any right 315,152,309 Ordinary Shares of 1p nominal value, of which to receive notice of, nor to attend or vote at any General 223,124,455 Ordinary Shares are held in Treasury. Meeting of the Company. Therefore, the total number of voting rights in the Company is There are no restrictions on the transfer of Ordinary Shares, 92,027,854. Each Ordinary Share held entitles the holder to nor are there any limitations or special rights associated with one vote and there are no restrictions on those voting rights. Ordinary Shares. SIGNIFICANT SHAREHOLDERS The Company was aware of the following substantial interests in the voting rights of the Company. Number of | | Ordinary | | | | | Number of | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Shares | | % of voting | | | Ordinary | | | | | held at 30 | | rights at 30 | | | Shares held | | % of voting | | | November | | November | | at 30 January | | | rights at 30 | | Name | | 2025 | | 2025 | | | 2026 | January 2026 | Evelyn Partners 6,194,853 6.73 5,361,909 7.27 RBC Brewin Dolphin 6,104,486 6.64 5,388,016 7.30 EFG Harris Allday 6,029,033 6.55 5,654,665 7.66 Luzerner Kantonalbank AG 5,107,114 5.55 4,953,330 6.71 JM Finn & Co 4,894,681 5.32 3,614,962 4.90 Columbia Threadneedle Investments 4,011,945 4.36 - - BRI Wealth Management Plc 3,163,401 3.44 - - AJ Bell Securities 3,086,571 3.35 2,903,125 3.93 Vermeer Investment Management (UK) 3,009,007 3.27 2,850,207 3.86 At the latest practicable date prior to the publication of this report RBC Brewin Dolphin notified the Company that it held 1,384,837 Ordinary Shares (1.89%). SETTLEMENT OF ORDINARY SHARE NOTICE OF GENERAL MEETINGS TRANSACTIONS At least twenty-one days’ notice shall be given to all the Ordinary Share transactions in the Company are settled by members and to the auditors of an Annual General Meeting. the CREST share settlement system. All other General Meetings shall also be convened by not less than twenty-one days’ notice to all those members and to the auditors unless the Company offers members an ANTI-BRIBERY AND CORRUPTION electronic voting facility and a special resolution reducing It is the Company’s policy to conduct all of its business the period of notice to not less than fourteen days, in which in an honest and ethical manner. The Company takes a case a General Meeting may be convened by not less than zero-tolerance approach to bribery and corruption and is fourteen days’ notice in writing. A special resolution will committed to acting professionally, fairly and with integrity be proposed at the Annual General Meeting to reduce the in all its business dealings and relationships wherever it period of notice for General Meetings other than the Annual operates. The Company’s policy and the procedures that General Meeting to not less than fourteen days. implement it are designed to support that commitment. Bellevue Healthcare Trust plc Annual Report and Accounts 2025 35 Directors' Report continued ## GOING CONCERN The Directors have adopted the going concern basis in preparing the financial statements. The following is a summary of the Directors' assessment of the Company's going concern status. The Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for a period up to 30 November 2027, being at least twelve months from the date of approval of the financial statements. In reaching this conclusion, the Directors have considered the liquidity of the Company's investment portfolio, its cash position and income and expense flows. The Company's net assets at 30 November 2025 were £134.9 million (2024: £437.3 million). As at 30 November 2025, the Company held £129.9 million (2024: £417.8 million) in investments, cash of £5.9 million, (2024: £274.0 million, which included £253.6 million payable to redeeming shareholders) with nil bank loans outstanding (2024: £Nil). Further details on the Company's bank loans are detailed in note 12. The total expenses (excluding finance costs and taxation) for the year ended 30 November 2025 were £3.6 million (2024: £7.4 million), which represented approximately 1.3% (2024: 1.03%) of average net assets during the year. The Company also incurred finance costs of £356,000 (2024: £1.8 million). In assessing the Company's ability to continue as a going concern, the Directors undertook a detailed operational and financial review, including the consideration of the Company's liquidity and ability to meet its liabilities as they fall due. This assessment took into account ongoing market uncertainty arising from global economic and geopolitical factors, the Company's underperformance and reduction in size, and the concentration of minority activist shareholders. In making their assessment, the Directors also considered the operational resilience measures maintained by key service providers, including the Investment Manager. The Circular relating to the proposed appointment of Columbia Threadneedle Investments was published on 12 February 2026, and a General Meeting is scheduled for 4 March 2026. While the Board believes the Proposals offer a compelling long-term opportunity within the healthcare sector, the outcome of the resolutions to be considered at the General Meeting, and the level of participation in the associated tender offer, remain unknown at the date of approval of the financial statements. Accordingly, the Directors recognise that these conditions indicate the existence of a material uncertainty which may cast doubt about the Company's ability to continue as a going concern. Nevertheless, the Directors have a reasonable expectation that the Company has adequate operational resources to continue in operational existence for at least twelve months from the date of approval of these financial statements and therefore have concluded that it remains appropriate to prepare the financial statements on a going concern basis, with material uncertainty. ## AUDITOR INFORMATION Each of the Directors at the date of the approval of this report confirms that: - so far as the Director is aware, there is no relevant audit information of which the Company's auditor is unaware; and - the Director has taken all steps that he or she ought to have taken as Director to make himself/herself aware of any relevant information and to establish that the Company's auditor is aware of that information. This confirmation is given and should be interpreted in accordance with the provisions of Section 418 of the Companies Act 2006. Ernst & Young LLP ("EY") served as the Company's independent auditor for the year ended 30 November 2025. Following publication of these financial statements, EY will step down as auditor due to independence considerations arising in connection with the proposed appointment of Columbia Threadneedle Investments as the Company's investment manager. The Board has undertaken a formal audit tender process and has approved the appointment of BDO LLP ("BDO") as the Company's new auditor. BDO's appointment will take effect following EY's cessation of office, in accordance with the applicable statutory and regulatory requirements. In accordance with Section 489 of the Companies Act 2006, a resolution to appoint BDO LLP as the Company's auditor will also be put forward at the forthcoming AGM. By order of the Board 27 February 2026 36 Bellevue Healthcare Trust plc Annual Report and Accounts 2025 Governance ![Logo consisting of three colored squares (blue, green, red) arranged in a stylized shape.]() # Corporate Governance ## INTRODUCTION The Board is committed to achieving and demonstrating high standards of corporate governance. This statement outlines how governance principles were applied throughout the financial year. The UK Corporate Governance Code ("UK Code") issued by the Financial Reporting Council ("FRC") in January 2024 and the AIC Code of Corporate Governance ("AIC Code") issued in August 2024 are the applicable governance codes in this regard. The FRC has confirmed that by following the AIC Code, investment company boards will meet their obligations in relation to the UK Code and paragraph 9.8.6 of the Listing Rules. The AIC Code is available on the AIC website at www.theaic.co.uk, and the UK Code on the FRC website at www.frc.org.uk. ## STATEMENT OF COMPLIANCE The Directors believe that the Company has complied with the AIC Code during the year and up to the date of this report, and thereby the provisions of the UK Code except as set out below. The UK Code includes provisions relating to the role of the chief executive; executive directors' remuneration; and the need for an internal audit function. As an investment company which outsources its administration to third-party providers, the Company has no chief executive or other executives and therefore these provisions are not applicable. It does not maintain an internal audit function. The Audit and Risk Committee considers the need for such a function at least annually and additional detail is provided later on in this statement. ## THE BOARD COMPOSITION, INDEPENDENCE AND SUCCESSION PLANNING Clare Brady and Sarah MacAulay were appointed to the Board on 3 February 2025, bringing significant board and oversight experience. Randeep Grewal and Paul Southgate, who had served on the Board since the Company's inception, retired at the Company's AGM held on 23 April 2025. As at 30 November 2025, the Board comprised five non-executive Directors, with 80% female and 20% male representation. During the year ended 30 November 2025, all Directors were considered by the Board to be independent of the Investment Manager and free from any business or other relationship that could materially interfere with the exercise of their independent judgement. Following the conclusion of the Company's strategic review, and with effect from the appointment of the new investment manager, Kate Bolsover will no longer be regarded as independent due to her role as Chairman of TR Property. In order to ensure continued compliance with the UK Listing Rules, she will not seek re-election at the 2026 AGM. It is intended that Sarah MacAulay will assume the role of Chairman, subject to her own re-election. Sarah is well known within the investment trust sector, having held a number of non-executive board roles, including serving as Chairman of Schroder Asian Total Return and previously as Chairman of JPMorgan Multi-Asset Growth and Income. The Company's Senior Independent Director, Jo Dixon, will also not seek re-election at the 2026 AGM, having served for nine years. A search process is underway to appoint a new non-executive Director to the Board, with the Senior Independent Director role to be determined in due course as part of the Board's succession planning process. Each Director has disclosed in their biography the specific reasons why their contribution is, and continues to be, important to the Company's long-term sustainable success. All remaining Directors will offer themselves for annual re-election at the Annual General Meeting. The Board believes that, during the year ended 30 November 2025, its composition was appropriate for an investment company of the Company's nature and size. The Board's policy on the appointment of non-executive Directors reflects its commitment to maintaining a diverse range of skills, experience, tenure and backgrounds, including, but not limited to, gender diversity. Looking ahead, the Board anticipates appointing an additional non-executive Director in 2026 to further strengthen the Board. A further announcement will be made in due course. The Directors collectively bring a broad range of relevant skills and experience to meet the Company's needs. Further details are set out in the Directors' biographies below. ## KATE BOLSOVER (CHAIRMAN OF THE BOARD) Kate Bolsover worked in the City of London for over 25 years, initially as an analyst and thereafter running the mutual fund businesses of both Baring Asset Management Bellevue Healthcare Trust plc Annual Report and Accounts 2025 37 ### Corporate Governance continued and Cazenove Fund Management. Latterly, she was Clare was a non-executive director of Credit Suisse until its appointed Director of Corporate Communications for merger with UBS. In her executive career, she was a Director JPMorgan Cazenove. Kate is Chairman of TR Property of the International Monetary Fund (“IMF”) and prior to that, Investment Trust and an independent director at Baillie Gifford the Auditor General at the World Bank, based in Washington & Co. Kate was also previously a non-executive director of D.C. Previously, Clare headed audit and compliance JPMorgan American Investment Trust plc and Montanaro UK functions at the Bank of England, Barclays Capital, HSBC Smaller Companies Trust plc, and Chairman of both Invesco and Deutsche Bank. Enhanced Income Trust plc and Fidelity Asian Values plc. SARAH MACAULAY (NON-EXECUTIVE JOSEPHINE DIXON (SENIOR INDEPENDENT DIRECTOR) DIRECTOR) Sarah has over twenty years of fund management experience Josephine is a chartered accountant who sits on the board based in both London and Hong Kong, managing unit trusts of Alliance Witan plc. Jo has previously held senior positions and institutional assets. She was formerly a Director of Baring within the NatWest Group and was Finance Director of Asset Management (Asia) Ltd in Hong Kong, Asian Investment Newcastle United plc. She was Commercial Director, UK, Manager at Kleinwort Benson Investment Management Europe and the Middle East at Serco Group and sat on and Eagle Star in London. She is currently Chairman of various advisory boards in the education and charity sector. Schroder Asian Total Return Investment Company plc and a Jo was also previously Chairman of JPMorgan European non-executive director of Baillie Gifford China Growth Trust plc Growth and Income PLC, and non-executive director and and Ashoka India Equity Investment Trust plc. Until March Chairman of the Audit Committee of Strategic Equity Capital 2024, Sarah was Chairman of JPMorgan Multi-Asset Growth PLC. and Income plc and Senior Independent Director of abrdn China Investment Company Ltd. PROFESSOR TONY YOUNG OBE (NON- EXECUTIVE DIRECTOR) RESPONSIBILITIES OF THE CHAIRMAN, Tony is a practicing frontline NHS Consultant Urological THE BOARD, AND ITS COMMITTEES Surgeon, Director of Medical Innovation at Anglia Ruskin The Chairman leads the Board and is responsible for its University, President of the Institute of Decontamination overall effectiveness in directing the affairs of the Company. Sciences, and National Clinical Director for Innovation for the The Company has adopted a document setting out the NHS England. He has founded four Med-Tech start-ups and responsibilities of the Chairman, which is available on the also co-founded the £500 million Anglia Ruskin Med-Tech website: www.bellevuehealthcaretrust.com. Campus. Tony was previously a member of the Royal College of Surgeon’s Commission on the Future of Surgery (2017 – DIRECTOR TENURE 2018). In the 2019 New Year’s Honours list, Professor Young The Board recognises the benefits to the Company of was awarded the OBE for services to clinical leadership. having longer serving Directors together with progressive refreshment of the Board. The Board does not believe that CLARE BRADY (CHAIRMAN OF THE AUDIT length of service necessarily disqualifies a Director from AND RISK COMMITTEE) seeking reappointment but, when making a recommendation, Clare is a chartered governance professional with 35 years’ the Board will take into account the requirements of the AIC experience in banking and financial services. Clare is Code. The Board has adopted corporate governance best Chairman of Fidelity Asian Values plc and a non-executive practice and has a succession plan in place. Jo Dixon has director, Audit Committee Chairman and member of the Risk served for more than nine years and therefore will not be Committee and Conflicts Committee of M&G Group Limited, offering herself up for re-election at the forthcoming AGM. M&G Investment Management Limited and M&G Alternatives All Directors will remain independent of the Company’s Investment Management Limited. Investment Manager. Bellevue Healthcare Trust plc Annual Report and Accounts 202538 Governance In line with corporate governance best practice, Directors BOARD DIVERSITY remaining on the Board will offer themselves for re-election at The Company’s policy is that the Board should have an the AGM of the Company to be held on 28 April 2026. appropriate level of diversity in the boardroom, taking into account relevant skills, experience, gender, social and The Directors have appointment letters which do not provide ethnic backgrounds, cognitive and personal strengths. for any specific term. They are subject to re-election at any Brief biographies of the Directors are shown on pages37 General Meeting at which either the Articles require, or that and 38. The policy is to ensure that the Company’s Directors the Board resolves. The Board has approved a policy that bring a wide range of knowledge, experience, skills, all Directors will stand for re-election annually. Copies of backgrounds and perspectives to the Board. There will be the Directors’ appointment letters are available on request no discrimination on the grounds of gender, religion, race, from the Company Secretary. Upon joining the Board, any ethnicity, sexual orientation, age or physical ability. The new Directors receive an induction, and relevant training is overriding aim of the policy is to ensure that the Board is available to Directors on an ongoing basis. composed of the best combination of people for ensuring effective oversight of the Company and constructive support A procedure has been adopted for Directors, in the and challenge to the Investment Manager. Consideration furtherance of their duties, to take independent professional is given to the recommendations of the AIC Code, and advice at the expense of the Company. the Board supports the recommendations of the Hampton A policy of insurance against Directors’ and officers’ liabilities Alexander Review and the Parker Review. is maintained by the Company. The Board appraises its collective set of cognitive and personal strengths, independence and diversity on an annual BOARD COMMITTEES basis, and especially during the recruitment process, so as The Company has established an Audit and Risk Committee to ensure it is aligned with the Company’s strategic priorities. which is chaired by Clare Brady and consists of all the The performance appraisal process is described below. Directors. The Board believes its composition is appropriate for the A report of the Audit and Risk Committee is included in this Company’s circumstances. However, in line with the Board’s Annual Report. The Board considers that the members of succession planning and tenure policy, or should strategic the Audit and Risk Committee have the requisite skills and priorities change, the Board will review and, if required, experience to fulfil the responsibilities of the Audit and Risk adjust its composition. Committee. The Audit and Risk Committee examines the effectiveness of the Company’s risk management and internal The Board takes account of the targets set out in the FCA’s control systems. It reviews the half-yearly and annual reports Listing Rules, which are set out below. The Board discloses and other financial information. It also reviews the scope, the following information in relation to its diversity. As an results, cost effectiveness, independence and objectivity of externally managed investment company, the Board employs the external auditor. no executive staff and therefore does not have a chief executive officer (CEO) or a chief financial officer (CFO) – both The Company has established a Management Engagement of which are deemed senior board positions by the FCA. Committee which is chaired by Kate Bolsover and consists of However, the Board considers the Chairman of the Board, all the Directors. The Management Engagement Committee’s the Chairman of the Audit and Risk Committee and the principal duties are to consider the terms of appointment Senior Independent Director to be senior positions; hence the of the AIFM and other service providers, and it annually following disclosures are made on this basis. Furthermore, the reviews those appointments and the main terms of the AIFM Board has resolved that the Company’s year-end date is the Agreement and agreements with other service providers. most appropriate date for disclosure purposes. The following The Board as a whole fulfils the function of the Remuneration information has been provided by each Director. Committee and Nomination Committee. Bellevue Healthcare Trust plc Annual Report and Accounts 2025 39 ### Corporate Governance continued As required under UKLR 16.3.29, further detail in respect of the diversity targets as at 30 November 2025 are provided in the tables below. Number of senior Number of Board Percentage of the positions on the members* Board Board Men 1 20% 0 Women 4 80% 3 Prefer not to say - - - Number of senior Number of Board Percentage of the positions on the members* Board Board White British or Other White (including minority-white groups) 5 100% 3 Asian/Asian British 0 0% 0 Prefer not to say - - - * As noted previously, during the full year under review there were 5 non-executive directors, increasing to 7 for a period of time following the appointment of Sarah MacAulay and Clare Brady on 3 February 2025. MEETING ATTENDANCE The actual number of formal meetings of the Board and Committees during the year under review is given below, together with individual Director’s attendance at those meetings. The first number in the table is the meetings attended by the individual Director. Management Audit and Engagement Quarterly Board Risk Committee Committee Number held 4 3 1 Kate Bolsover 4/4 3/3 1/1 Josephine Dixon 4/4 3/3 1/1 Tony Young 4/4 3/3 1/1 Clare Brady 4/4 3/3 1/1 Sarah MacAulay 3/4 2/3** 0/1** Randeep Grewal* 2/2 1/1 1/1 Paul Southgate* 2/2 1/1 1/1 * Left the Board on 23 April 2025 ** Sarah MacAulay was unable to attend the Q1 Board meeting, Audit and Risk Committee meeting and Management Engagement Committee meeting due to other commitments entered into ahead of her appointment to the Board. There were other ad hoc Board and Committee meetings to deal with administrative matters, strategic issues, board selection, market updates and document approval. PERFORMANCE APPRAISAL The Board recognises the importance of the AIC Code’s recommendation in respect of evaluating the performance of the Board as a whole, the Committees of the Board and individual Directors. In 2025, the Board conducted an internal review of the Board and its Committees. The review was positive, and no critical issues were identified. The review concluded that all Directors remain independent in character and judgement and there is Bellevue Healthcare Trust plc Annual Report and Accounts 202540 Governance a good balance of skills and experience on the Board that The Board receives and reviews reports on the internal encourages diversity of thought and competencies. There is control environments of key suppliers, in order to provide an orderly succession plan for appointments going forward to reasonable assurance on the effectiveness of internal maintain an appropriate balance of skills and experience. financial controls. A formal annual performance appraisal process was The key procedures include review of management accounts performed on the Company’s main service providers. The and NAV and monitoring of performance at quarterly Board results were reviewed by the Chairman of the Management meetings, segregation of the administrative function from Engagement Committee and discussed with the Board. The that of securities and cash custody and from investment results of the service provider performance evaluation were management, maintenance of appropriate insurance, and positive and demonstrated that the service providers were adherence to physical and computer security procedures. In fulfilling their duties effectively. addition, procedures have been put in place for authorisation of all expense payments. INTERNAL CONTROL The Statement of Directors’ Responsibilities in respect of the The AIC Code requires the Board to review the effectiveness accounts is on page 50 and a Statement of Going Concern of the Company’s system of internal controls. The Board is on page 36. The Report of the Independent Auditor is on recognises its ultimate responsibility for the Company’s pages 51 to 57. system of internal controls and for monitoring its effectiveness. OTHER ASPECTS OF INTERNAL CONTROL The system of internal controls is designed to manage The Board holds quarterly meetings, plus additional meetings rather than eliminate the risk of failure to achieve business as required. Between these meetings there is regular contact objectives. It can provide only reasonable assurance against with the Investment Manager, the Company Secretary and material misstatement or loss. The Board has undertaken the Administrator. a review of the aspects covered by the guidance and has The Board has agreed policies with the Investment Manager identified risk management controls in the key areas of on key operational issues. The Investment Manager and/or business objectives, accounting, compliance, operations and the AIFM reports in writing to the Board on operational and secretarial as being matters of particular importance upon compliance issues. The Investment Manager reports directly which it requires reports. The Board believes that the existing to the Audit and Risk Committee concerning the internal arrangements, set out below, represent an appropriate controls. framework to meet the internal control requirements. The Directors review detailed management accounts from the By these procedures the Directors have kept under review Administrator, including holdings in the portfolio, transactions the effectiveness of the internal control system throughout and other aspects of the financial position of the Company. the year and up to the date of this report. The Depositary provides oversight reports for the quarterly FINANCIAL ASPECTS OF INTERNAL Board meetings. Additional ad hoc reports are received CONTROL as required and Directors have access at all times to the The Directors are responsible for the internal financial advice and services of the Company Secretary, which is control systems of the Company and for reviewing their responsible to the Board for ensuring that Board procedures effectiveness. These aim to ensure the maintenance of are followed, and that applicable rules and regulations are proper accounting records, the reliability of the financial complied with. information upon which business decisions are made and This contact with the AIFM, Administrator and the other which is used for publication and that the assets of the key service providers enables the Board to monitor Company are safeguarded. the Company’s progress towards its objectives and As stated above, the Board has contractually delegated to encompasses an analysis of the risks involved. The external agencies the services the Company requires. effectiveness of the Company’s risk management and internal Bellevue Healthcare Trust plc Annual Report and Accounts 2025 41 ### Corporate Governance continued controls systems is monitored and a formal review, utilising a ANNUAL GENERAL MEETING detailed risk assessment programme has been completed. The AGM will be held at 12:00 p.m. on 28 April 2026 at the This included consideration of the Administrator, the offices of Hogan Lovells, Atlantic House, Holborn Viaduct, Depositary and the Registrar’s internal control reports. There London, EC1A 2FG and shareholders are warmly invited are no significant findings to report from the review. to attend. The Notice of AGM will be available shortly after publication of this document. PRINCIPAL RISKS Shareholders are strongly encouraged to submit proxy The Directors confirm that they have carried out a robust votes online by visiting www.signalshares.com. There assessment of the principal risks facing the Company, is a straightforward registration process and a number of including those that would threaten its business model, our shareholders are using the site already. All you need is future performance, solvency or liquidity. The principal risks your name, address and investor code, which can be found and how they are being managed are set out in the Strategic on your share certificate. If you are having trouble locating Report on pages 16 to 19. your share certificate or investor code, please call the shareholder helpline on 0371 664 0300 (or from overseas RELATIONS WITH SHAREHOLDERS +44 (0)371664 0300). Any shareholder who is unwilling or The Board places great importance on communication unable to vote digitally can request to receive a paper proxy with shareholders. The Company’s Investment Manager card by telephoning the shareholder helpline. meets with larger shareholders and reports to the Board. The Chairman also meets with shareholders both with the Shareholders that hold their shares through an investment Investment Manager and on her own. Shareholders wishing to platform provider or nominee are encouraged to contact communicate with the Chairman or any other Director may do their investment platform provider or nominee as soon as so by writing to the Company Secretary at the registered office possible, and are encouraged to VOTE IN FAVOUR for of the Company which is shown on page 82 or sending an each of the Resolutions to be lodged on their behalf. The email to the Company Secretary Bellevue@nsm.group. Association of Investment Companies’ guidance on how to vote through investment platforms can be found on its Information is provided to all shareholders via the annual and website www.theaic.co.uk/how-to-vote-your-shares. half-yearly accounts and also by the publication of daily NAVs and monthly factsheets. The Directors believe that the resolutions to be proposed at the AGM are in the best interests of the Company and its The Company’s Annual General Meeting provides a shareholders as a whole and recommend that shareholders forum for communication with all shareholders. The level vote in favour of the resolutions. The Directors intend to vote of proxies lodged for each resolution is announced at their own shareholdings in favour. the meeting and is published on the Company website, www.bellevuehealthcaretrust.com, subsequent to the EXERCISE OF VOTING POWERS AND meeting. Shareholders and potential investors may obtain STEWARDSHIP CODE up-to-date information on the Company from the website. The Company and the Investment Manager support the UK In line with governance recommendations, if 20% or more Stewardship Code issued by the Financial Reporting Council. of votes cast are against any resolution, the Company would announce what action it intended to take to consult shareholders views and would provide a summary of the outcome and actions it intended to take within six months of the date at which the vote was held. The Board confirms that none of the resolutions put to shareholders at the AGM in 2025 received 20% or more of the votes cast against. Bellevue Healthcare Trust plc Annual Report and Accounts 202542 Governance ![Logo consisting of three colored squares (blue, green, red) arranged in a stylized shape.]() # Directors' Remuneration Policy and Implementation Report This report has been prepared in accordance with Schedule 8 of the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013. The Directors' Remuneration Implementation Report is put forward for approval by shareholders on an annual basis. The result of the Shareholder resolution on the Implementation Report is non-binding on the Company, although it gives shareholders an opportunity to express their views, which will be taken into account by the Board. An Ordinary Resolution to approve the Directors' Remuneration Implementation Report will be put forward for approval at the Company's AGM to be held on 28 April 2026. The Directors' Remuneration Policy was approved by shareholders at the 2024 AGM. In accordance with statute, the policy must be put to shareholders for approval every three years and the Board must only operate in accordance with the approved policy during the three-year cycle, unless Shareholder approval is sought to amend the policy. Accordingly, unless amended, the Remuneration Policy will next be put to shareholders at the AGM to be held in 2027. The Board has complied with the policy during the year ended 30 November 2025. The law requires the Company's auditor to audit certain disclosures provided in this section of the report. Where disclosures are audited, they are indicated as such. The auditor's opinion is on pages 51 to 57. ## REMUNERATION IMPLEMENTATION The Company currently has five Non-Executive Directors. Directors' fees with effect from 1 December 2024, were payable at the rate of £67,000 per annum for the Chairman of the Board, £49,550 per annum for the Chairman of the Audit and Risk Committee and £39,250 per annum for the other Board members. An additional £1,000 per annum was payable to the Senior Independent Director and an additional £1,000 per annum was payable to the Chairman of the Management Engagement Committee. The Board reviews the fees payable to the Directors on an annual basis and has agreed to align the review of Board fees to the Company's year-end, as opposed to reviewing them after the year has already commenced. The Board agreed that the Directors' remuneration for the upcoming year would be reviewed following the strategic review outcome. Since the Company's IPO in 2016, net fees payable to the Directors had been satisfied in Ordinary Shares acquired in the market. In order to continually attract high quality and diverse candidates as non-executive Directors, the Company reviewed the Directors' remuneration arrangements and determined that from 1 April 2024, the Directors' fees would be paid to the Directors in cash. The Board believes that the fees appropriately reflect the level of demands on the individual Directors, prevailing market rates for an investment trust of the Company's size and complexity, the complexity of regulation and resultant time spent by the Directors on matters, and it will also enable the Company to continue to attract appropriately experienced Directors in the future. The Board also takes into consideration RPI, CPI and other inflationary measures and the impact to the Company's ongoing charges following a rise in fees. Board fees are not considered against any performance measure. Due to the size and nature of the Company, it has been not deemed necessary to use a remuneration consultant although the Board did take into consideration views from external search consultants on the level of the Company's fees against prevailing market rates and took these into account in its deliberations. The current aggregate remuneration that can be paid to Directors under the Company's Articles of Association is £500,000 per annum. Bellevue Healthcare Trust plc Annual Report and Accounts 2025 43 ### Directors’ Remuneration Policy and Implementation Report continued | In accordance with the Shareholder Rights Directive. The | percentage change in remuneration in respect of the financial | | | | | | | --- | --- | --- | --- | --- | --- | --- | | Board confirms there were no variable pay awards made to | years prior to the current year in respect of each Director role is | | | | | | | the Directors and there were no deferral periods. The annual | as follows: | | | | | | | | | 30 Nov | 30 Nov | 30 Nov | 30 Nov | 30 Nov | | Financial year to | | 2021 | 2022* | 2023 | 2024 | 2025 | Chairman 4.5% 48.2% 3.1% Nil Nil Non-executive Director 4.7% 24.4% 2.2% Nil Nil Chairman of the Audit and Risk Committee Supplement 5.8% 85.2% 3.3% Nil Nil Chairman of the Management Engagement Committee Supplement Nil -60.0% Nil Nil Nil * The Company reviewed and refreshed the Committee supplement fees for the year ended 30 November 2022. DIRECTOR SERVICE CONTRACTS actual or purported execution and/or discharge of his duties The Directors do not have service contracts with the Company. and/or the exercise or purported exercise of his powers and/ The Directors are not entitled to compensation on loss of office. or otherwise in relation to or in connection with his duties, The Directors have appointment letters which do not provide for powers or office; and purchase and maintain insurance any specific term. However, they are subject to re-election by for any person who is a Director, secretary, or other officer shareholders at a maximum interval of three years. There are no (other than an auditor) of the Company in relation to anything restrictions on transfers of the Company’s shares held by the done or omitted to be done or alleged to have been done or Directors, or any special rights attached to such shares. omitted to be done as Director, secretary or officer. A policy of insurance against Directors’ and officers’ liabilities DIRECTORS’ INDEMNITIES is maintained by the Company. Subject to the provisions of the Companies Act 2006, the Company may indemnify any person who is a Director, PERFORMANCE secretary or other officer (other than an auditor) of the The following chart shows the performance of the Company’s Company, against (a) any liability whether in connection with share price by comparison to the MSCI World Healthcare any negligence, default, breach of duty or breach of trust by Index (GBP), on a total return basis. him in relation to the Company or any associated company or (b) any other liability incurred by or attaching to him in the 150 120 90 60 Total Return (%) 30 0 -30 Dec 16 Jul 18 Feb 20 Sep 21 Apr 23 Nov 24 Nov 25 BBH +91.6% MSCI WHC Index (GBP) +110.5% Bellevue Healthcare Trust plc Annual Report and Accounts 202544 Governance ## DIRECTORS' EMOLUMENTS FOR THE YEAR ENDED 30 NOVEMBER 2025 | Director | 30 Nov 2025 | 30 Nov 2024 | | --- | --- | --- | | Kate Bolsover^{1} | 56.0 | 39.0 | | Josephine Dixon^{2} | 44.0 | 51.0 | | Clare Brady^{3} | 41.0 | N/A | | Tony Young | 39.0 | 39.0 | | Sarah MacAulay^{4} | 32.0 | N/A | | Randeep Grewal^{5} | 27.0 | 68.0 | | Paul Southgate^{6} | 16.0 | 39.0 | | **Total** | **255.0** | **236.0** | 1. Appointed as Chairman on 23 April 2025 2. Retired as Chairman of Audit & Risk Committee on 23 April 2025 3. Appointed to the Board on 3 February 2025 and became Audit & Risk Committee Chairman on 23 April 2025 4. Appointed to the Board 3 February 2025 5. Retired from the Board on 23 April 2025 6. Retired from the Board on 23 April 2025 There are no other taxable benefits payable by the Company other than certain expenses which may be deemed to be taxable. None of the above fees were paid to third parties. A non-binding ordinary resolution to approve the Directors' Remuneration Implementation Report contained in the Annual Report for the year ended 30 November 2024 was put forward at the AGM held on 23 April 2025. The resolution was passed with 94.33% of the proxy votes cast (including discretionary votes) being in favour of the resolution. A non-binding ordinary resolution to approve the Directors' Remuneration Policy contained in the Annual Report for the year ended 30 November 2023 was put forward for approval at the Company's AGM held on 26 April 2024. The resolution was passed with 99.84% of the proxy votes cast (including discretionary votes) being in favour of the resolution. ## RELATIVE IMPORTANCE OF SPEND ON PAY The following table sets out the total level of Directors' remuneration compared to the distributions to shareholders by way of dividends and share buybacks, and the management fees and other expenses incurred by the Company. | Year ended 30 November | 2025 £'000 | 2024 £'000 | | --- | --- | --- | | Income | 2,185 | 3,031 | | Directors' fees | 254.5 | 236 | | Management fees and other operating expenses | 3,555 | 7,413 | | Dividends paid and payable to shareholders | 5,759 | 25,422 | Bellevue Healthcare Trust plc Annual Report and Accounts 2025 45 ### Directors’ Remuneration Policy and Implementation Report continued DIRECTORS’ HOLDINGS (AUDITED) The Directors had the following shareholdings in the Company, all of which are beneficially owned. | | | Ordinary | | Ordinary | | --- | --- | --- | --- | --- | | | Shares as at | | Shares as at | | | Director | 30 Nov 2025 | | 30 Nov 2024 | | Kate Bolsover 31,688 31,688 Josephine Dixon 131,102 131,102 Clare Brady** Nil N/A Tony Young 37,511 37,511 Sarah MacAulay** Nil N/A Randeep Grewal* N/A 165,090 Paul Southgate* N/A 100,723 * Mr Grewal and Mr Southgate retired as Directors after the Company’s AGM on 23 April 2025. ** The Company notes that for the majority of the period since Clare Brady and Sarah MacAulay joined the Board on 3 February 2025, they have been prohibited from acquiring or otherwise trading in shares in accordance with the Company’s share dealing code and applicable law andregulation. STATEMENT On behalf of the Board and in accordance with Part 2 of Schedule 8 of the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013, I confirm that the above Report on Remuneration Policy and Remuneration Implementation summarises, as applicable, for the financial year to 30 November 2025; the major decisions on Directors’ remuneration; any substantial changes relating to Directors’ remuneration made during the financial year to 30 November 2025; and the context in which the changes occurred and decisions have been taken. Kate Bolsover Chairman 27 February 2026 Bellevue Healthcare Trust plc Annual Report and Accounts 202546 Governance ## Report of the Audit and ## Risk Committee ROLE OF THE AUDIT AND RISK of internal controls and processes. The risk assessment programme provides a structured overview of the Company’s COMMITTEE identified principal and emerging risks arising from market The Audit and Risk Committee meets formally to consider volatility, global economic and geopolitical uncertainty, the appointment, independence and objectivity, and healthcare sector-specific factors, concentrated portfolio remuneration of the auditor and to review the annual exposure and performance risk. In addition, the Directors accounts and half-yearly financial report. The Audit and Risk have considered risks associated with the Company’s Committee also reviews the Company’s internal financial strategic review, including uncertainty pending the outcome controls and its internal control and risk management of the General Meeting, the proposed change of Investment systems. Where non-audit services are provided by Manager, discount management mechanisms and the the auditor, full consideration of the financial and other potential impact of further reductions in the Company’s size. implications on the independence of the auditor arising from The Board also monitors corporate governance, regulatory any such engagement are considered before proceeding. compliance, operational resilience (including cyber security and business continuity), and ESG and climate-related COMPOSITION risks, ensuring these are appropriately reflected within the All of the Directors of the Company are members of the Company’s risk framework. The risk assessment programme Audit and Risk Committee. The Audit and Risk Committee also provides the mitigation measures which key service has formal written terms of reference and copies of these providers, including the Investment Manager, have in place are available on the Company’s website or on request from to maintain operational resilience and business continuity. the Company Secretary. The Audit and Risk Committee The Audit and Risk Committee carries out, at least annually, as a whole has recent and relevant financial experience. a robust assessment of the principal and emerging risks and The UK Code recommends that the Chairman of the Board uncertainties and monitors the risks on an ongoing basis. should not be a member of the Audit and Risk Committee. However, as permitted by the AIC Code, the Directors The Board has overall responsibility for the Company’s believe that membership of the Audit and Risk Committee of risk management and systems of internal controls and the independent Chairman of the Board, Kate Bolsover, is for reviewing their effectiveness. As is the case with most appropriate and welcome her contribution. investment trusts, the investment management, accounting, company secretarial, registrar and depositary services have INTERNAL AUDIT been delegated to third parties. The effectiveness of the The Audit and Risk Committee has considered the need internal controls is assessed on a continuing basis, and for an internal audit function and considers that this is not the Committee receives regular reports. The Committee appropriate given the nature and circumstances of the is satisfied that internal controls and processes remained Company. The Audit and Risk Committee keep the needs for satisfactory, and that appropriate systems are in place. an internal audit function under periodic review. FINANCIAL STATEMENTS AND MEETINGS SIGNIFICANT ACCOUNTING MATTERS There have been three Audit and Risk Committee meetings The Audit and Risk Committee reviewed the financial in the year to 30 November 2025. Meeting attendance is statements and considered the following significant shown on page 40 of this Annual Report. Meetings held accounting issues in relation to the Company’s financial during the year have been held in-person. Committee statements for the year ended 30 November 2025. members have operated effectively and there has been no break in service from the Company’s service providers. VALUATION AND EXISTENCE OF INVESTMENTS INTERNAL CONTROLS AND RISK The Company holds the majority of its assets in quoted MANAGEMENT investments. The valuation and existence of these The Directors have a dynamic risk register in place which investments is the most material matter in the production outlines key risks and ensures there are measures in place of the financial statements. Investments are valued using to manage and mitigate risk, and oversee the effectiveness independent pricing sources and the holding quantities at Bellevue Healthcare Trust plc Annual Report and Accounts 2025 47 ### Report of the Audit and Risk Committee continued the year-end were agreed to the Depositary’s records. The issues arose during the year, the Committee focused Audit and Risk Committee has reviewed the Administrator’s on a number of areas of particular importance in light of procedures in place for ensuring accurate valuation and developments during the period. existence of investments and is comfortable that these are These included the accounting and disclosure implications appropriate. arising from the Company’s strategic review, including the pause of the annual redemption facility and the introduction RECOGNITION OF INCOME of the Zero Discount Policy, and the proposed change The Audit and Risk Committee has reviewed the of Investment Manager. The Committee also considered Administrator’s procedures for recognition of income and is the ongoing application of the Company’s share buyback comfortable that these are appropriate. The Audit and Risk programme, the appropriateness of the going concern and Committee reviews the treatment of any special dividends material uncertainty disclosures, with particular emphasis on receivable in the period to ensure that these have been key assumptions and compliance with relevant accounting treated appropriately as revenue or capital. During the standards and valuation guidelines. year no special dividends were received by the Company. Revenue recognition accounting policies are disclosed in Each of these matters was subject to detailed discussion Note 3 of this Annual Report. and challenge by the Committee, supported by reports from the Company’s service providers and discussions with the external auditor. The Committee also considered the GEO-POLITICS auditor’s assessment of these matters as part of the year-end During the financial year under review, the Committee audit. No material misstatements or significant issues were continued to monitor the geopolitical landscape, including identified as a result of this work. the ongoing conflict in Ukraine, tensions in the Middle East and broader global trade and political developments. Such events have the potential to heighten market volatility GOING CONCERN AND VIABILITY and impact investor sentiment, which in turn may affect STATEMENTS Company performance. The Committee also remained Having reviewed the Company’s financial position, liabilities, attentive to inflationary pressures, interest rate movements principal/emerging risks and uncertainties, the Committee and foreign exchange volatility, particularly the sensitivity of recommended to the Directors that it was appropriate for the income received from investee companies to movements Directors to prepare the financial statements on the going in the sterling/US dollar exchange rate. These matters concern basis but with the inclusion of a material uncertainty are considered as part of the Committee’s broader risk disclosure. The viability and going concern statements can assessment and its evaluation of the Company’s ability to be found on pages 20 and 36 respectively. achieve its investment objective. AUDIT TENURE The Committee also reviewed the operational resilience of Ernst & Young LLP (“EY”) has been appointed as the the Company’s key service providers in connection with the Company’s auditor since the Company’s launch in October mitigation of the business risks posed by geopolitical events. 2016 following a competitive process and review of the The Committee is satisfied that service providers have auditor’s credentials. In accordance with auditor rotation continued to operate effectively throughout the period, with best practice, Ahmer Huda was appointed as Audit Partner no disruption to services or significant operational failures. for the year ending 30 November 2025 audit, his fourth year The Committee has also sought and received confirmation as Audit Partner for the Company. The appointment of the that relevant external providers continue to comply with auditor is reviewed annually by the Audit and Risk Committee applicable sanctions regimes and regulatory requirements. and the Board and is subject to approval by shareholders. MATTERS CONSIDERED IN THE YEAR Following the Company’s year end, the Board undertook The UK Corporate Governance Code requires the Company a formal audit tender process in line with best practice to describe any significant issues considered by the Audit and regulatory expectations. This was prompted by EY’s and Risk Committee in relation to the financial statements confirmation that, due to its provision of non-audit services and how those issues were addressed. While no significant to the Company’s proposed new investment manager, it Bellevue Healthcare Trust plc Annual Report and Accounts 202548 Governance would not be considered independent to act as auditor of The Committee was satisfied with the overall approach to a CTI-sponsored vehicle in future years. As a result, and the audit, taking into account the experience and tenure of subject to the successful completion of the 2025 audit, the audit partner and audit team, the nature and extent of EY will be required to step down as auditor should the services provided, and confirmation that EY had complied proposed change of investment manager be approved by with all relevant independence standards. The Committee shareholders. also reviews the most recent FRC Audit Quality Inspection Report relating to the auditor as part of its assessment. The Audit and Risk Committee oversaw a comprehensive and competitive tender process, assessing firms CONCLUSION WITH RESPECT TO THE against criteria including audit quality, sector expertise, ANNUAL REPORT AND FINANCIAL independence, resourcing, proposed audit approach and fees. Following presentations and detailed consideration, STATEMENTS the Board approved the appointment of BDO LLP (“BDO”) The Audit and Risk Committee has concluded that the on 6February2026 as the Company’s external auditor, Annual Report for the year ended 30 November 2025, subject to shareholder approval where required. BDO’s taken as a whole, is fair, balanced and understandable appointment will take effect following EY’s cessation of office, and provides the information necessary for shareholders in accordance with the applicable statutory and regulatory to assess the Company’s business model, strategy and requirements. The Board is satisfied that BDO has the performance. The Audit and Risk Committee has reported appropriate experience, capability and independence to act its conclusions to the Board of Directors. The Audit and Risk as auditor of the Company and looks forward to working Committee reached this conclusion through a process of withthem. review of the draft Annual Report and enquiries to the various parties involved in the production of the Annual Report. PROVISION OF NON-AUDIT SERVICES The Audit and Risk Committee has put a policy in place on the supply of any non-audit services provided by the external auditor. Such services are considered on a case-by-case Clare Brady basis and may only be provided to the Company if the Audit and Risk Committee Chairman provision of such services is at a reasonable and competitive 27 February 2026 cost and does not constitute a conflict of interest or potential conflict of interest which would prevent the auditor from remaining objective and independent. No non-audit fees were payable to the Auditor in the year ended 30 November 2025 (2024: Nil). The audit fees (excluding VAT) incurred during the year amounted to £57,513 (2024: £63,676). The Committee reviewed the audit fees being paid by similar comparative companies and concluded that the fee was in line with the investment trust sector. AUDITOR INDEPENDENCE The Audit and Risk Committee considered the independence of the auditor and the objectivity of the audit process and is satisfied that EY has fulfilled its obligations to shareholders and its responsibilities as the independent auditor of the Company for the year under review. Bellevue Healthcare Trust plc Annual Report and Accounts 2025 49 ## Statement of Directors’ Responsibilities The Directors are responsible for preparing the Annual Report financial statements may differ from legislation in other and the financial statements in accordance with applicable jurisdictions. laws and regulations. DIRECTORS’ CONFIRMATION STATEMENT Company law requires the Directors to prepare accounts for The Directors each confirm to the best of their knowledge each financial year. Under that law the Directors have elected that: to prepare the financial statements under UK adopted International Accounting Standards (“IAS”). Under company the accounts, prepared in accordance with UK adopted law the Directors must not approve the financial statements IAS, give a true and fair view of the assets, liabilities, financial unless they are satisfied that they give a true and fair view position and profit of the Company; and of the state of affairs of the Company as at the end of the this Annual Report includes a fair review of the development year and of the net return for the year. In preparing these and performance of the business and position of the accounts, the Directors are required to: Company, together with a description of the principal risks select suitable accounting policies in accordance with IAS 8 and uncertainties that it faces. Accounting Policies, Changes in Accounting Estimates and Having taken advice from the Audit and Risk Committee, Errors and then apply them consistently; the Directors consider that the Annual Report and present information, including accounting policies, in a financial statements taken as a whole is fair, balanced and manner that provides relevant, reliable, comparable and understandable and provides the information necessary understandable information; for shareholders to assess the Company’s performance, business model and strategy. make judgements and estimates which are reasonable and prudent; For and on behalf of the Board. state whether UK adopted IAS have been followed, subject to any material departures disclosed and explained in the accounts; and Kate Bolsover Chairman prepare the financial statements on a going concern basis 27 February 2026 unless it is inappropriate to presume that the Company will continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions, and which disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the accounts comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The accounts are published on the Company’s website at www.bellevuehealthcaretrust.com, which is maintained by the Company’s Investment Manager. The work carried out by the auditor does not involve consideration of the maintenance and integrity of these websites and, accordingly, the auditor accepts no responsibility for any changes that have occurred to the accounts since being initially presented on the website. Legislation in the United Kingdom governing the preparation and dissemination of Bellevue Healthcare Trust plc Annual Report and Accounts 202550 Governance ## Independent Auditor’s Report OPINION We draw attention to the viability statement in the Annual Report We have audited the financial statements of Bellevue Healthcare on page 20, which details the notice to convene the general Trust plc (the “Company) for the year ended 30 November 2025 meeting on the 4th March 2026 to propose the appointment of which comprise Statement of Comprehensive Income, the Columbia Threadneedle Investments as the Company’s investment Statement of Financial Position, the Statement of Changes in manager and the associated changes to the investment policy Equity, the Statement of Cash Flows and the related notes 1 to 19, and objectives including the tender offer. The Directors consider including material accounting policy information. that the material uncertainty referred to in respect of going concern may cast significant doubt over the future viability of the The financial reporting framework that has been applied in their Company should the outcome of the shareholders vote impact preparation is applicable law and UK adopted international the Company’s current intentions and strategy. Our opinion is not accounting standards. modified in respect of this matter. In our opinion, the financial statements: In auditing the financial statements, we have concluded that give a true and fair view of the Company’s affairs as at 30 the Directors’ use of the going concern basis of accounting in November 2025 and of its loss for the year then ended; the preparation of the financial statements is appropriate. Our evaluation of the Directors’ assessment of the Company’s ability to have been properly prepared in accordance with UK-adopted continue to adopt the going concern basis of accounting included: international accounting standards; and Confirmation of our understanding of the Company’s going have been prepared in accordance with the requirements of concern assessment process and engaging with the Directors the Companies Act 2006. and the Company Secretary to determine if all key factors were considered in their assessment. We considered whether BASIS FOR OPINION the factors taken account of in the Directors’ assessment We conducted our audit in accordance with International Standards addressed those matters which we considered important. on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities Inspection of the Directors’ assessment of going concern, under those standards are further described in the Auditor’s including the revenue and expense cash flow forecast, for the responsibilities for the audit of the financial statements section of period to 30 November 2027 which is at least twelve months our report. We believe that the audit evidence we have obtained is from the date these financial statements were authorised for sufficient and appropriate to provide a basis for our opinion. issue. In preparing the revenue and expense forecast, the Company has concluded that it is able to continue to meet its INDEPENDENCE ongoing costs as they fall due. We are independent of the Company in accordance with the Review of the factors and assumptions, including the ethical requirements that are relevant to our audit of the financial impact of the current economic environment, as applied statements in the UK, including the FRC’s Ethical Standard as to the revenue forecast and the liquidity assessment of the applied to listed public interest entities, and we have fulfilled investments. We have considered the appropriateness of our other ethical responsibilities in accordance with these the methods used to calculate the revenue forecast and the requirements. liquidity assessment and determined, through testing of the The non-audit services prohibited by the FRC’s Ethical Standard methodology and calculations, that the methods, inputs and were not provided to the Company and we remain independent of assumptions utilised were appropriate to be able to make an the Company in conducting the audit. assessment for the Company. Consideration of the mitigating factors included in the MATERIAL UNCERTAINTY RELATED TO GOING revenue forecasts that are within the control of the Company. CONCERN We reviewed the Company’s assessment of the liquidity We draw attention to Note 2 in the financial statements, which of investments held and evaluated the Company’s ability indicates that the Company is undergoing a strategic review and to sell those investments in order to cover working capital the voting outcome remains unknown. As stated in Note 2, this requirements should revenue decline significantly. event, indicates that a material uncertainty exists that may cast Discussion with the Directors and considering whether any significant doubt on the Company’s ability to continue as a going other events or conditions, apart from the unknown voting concern. Our opinion is not modified in respect of this matter. Bellevue Healthcare Trust plc Annual Report and Accounts 2025 51 ### Independent Auditor’s Report continued outcome of the strategic review detailed in Note 2, exist that, In relation to the Company’s reporting on how they have applied individually or collectively, may cast significant doubt on the the UK Corporate Governance Code, we have nothing material to entity’s ability to continue as a going concern and concluding add or draw attention to in relation: that no such circumstances exist. the Directors’ statement in the financial statements about Review of the Company’s going concern disclosures whether the Directors considered it appropriate to adopt the included in the Annual Report in order to assess whether going concern basis of accounting; and the disclosures were appropriate and in conformity with the the Directors’ identification in the financial statements of the reporting standards. material uncertainty related to the entity’s ability to continue as Going concern has also been determined to be a key audit matter. a going concern over a period to 30 November 2027. Based on the work we have performed, we have identified a Our responsibilities and the responsibilities of the Directors with material uncertainty relating to events or conditions that, individually respect to going concern are described in the relevant sections of or collectively, may cast significant doubt on the Company’s ability this report. However, because not all future events or conditions to continue as a going concern for a period to 30 November 2027, can be predicted, this statement is not a guarantee as to the which is at least twelve months from when the financial statements Company’s ability to continue as a going concern. are authorised for issue. OVERVIEW OF OUR AUDIT APPROACH Key audit matters • Risk of incomplete or inaccurate revenue recognition • Risk of incorrect valuation or ownership of the investment portfolio • Material uncertainty related to going concern Materiality • Overall materiality of £1.35m (2024: £4.37m) which represents 1% (2024: 1%) of the Company’s Net Asset Value. AN OVERVIEW OF THE SCOPE OF OUR AUDIT In planning and performing our audit we assessed the potential Tailoring the scope impacts of climate change on the Company’s business and any Our assessment of audit risk, our evaluation of materiality and our consequential material impact on its financial statements. allocation of performance materiality determine our audit scope for Our audit effort in considering climate change was focused on the Company. This enables us to form an opinion on the financial the adequacy of the Company’s disclosures in the Financial statements. We take into account size, risk profile, the organisation Statements as set out in Note 2 and the conclusion that there was of the Company and effectiveness of controls, the potential impact no further impact of climate change to be taken into account. In line of climate change and changes in the business environment when with UK-adopted International Accounting Standards investments assessing the level of work to be performed. All audit work was are valued at fair value, which for the Company are quoted bid performed directly by the audit engagement team. prices for investments in active markets at the balance sheet date. Climate change All investments therefore reflect the market participants view of Stakeholders are increasingly interested in how climate change climate change risk on the investments held by the Company. will impact the Company. The Company has determined that the We also challenged the Directors’ considerations of climate impact of climate change could affect the Company’s investments change risks in their assessment of going concern and associated and their valuations and potentially shareholder returns. These disclosures. Where considerations of climate change were relevant are explained on page 19 in the principal and emerging risks and to our assessment of going concern, these are described above. uncertainties section, which form part of the “Other information,” rather than the audited financial statements. Our procedures Based on our work we have not identified the impact of climate on these unaudited disclosures therefore consisted solely of change on the financial statements to be a key audit matter or to considering whether they are materially inconsistent with the impact a key audit matter. financial statements or our knowledge obtained in the course of the audit or otherwise appear to be materially misstated, in line with our responsibilities on “Other information”. Bellevue Healthcare Trust plc Annual Report and Accounts 202552 Governance KEY AUDIT MATTERS team. These matters were addressed in the context of our audit Key audit matters are those matters that, in our professional of the financial statements as a whole, and in our opinion thereon, judgement, were of most significance in our audit of the financial and we do not provide a separate opinion on these matters. In statements of the current period and include the most significant addition to the matter described in the material uncertainty related assessed risks of material misstatement (whether or not due to to going concern section, we have determined the matters fraud) that we identified. These matters included those which had described below to be the key audit matters to be communicated the greatest effect on: the overall audit strategy, the allocation of in our report. resources in the audit; and directing the efforts of the engagement Key observations communicated to the Risk Our response to the risk Audit Committee Risk of incomplete or inaccurate We performed the following procedures: The results of our revenue recognition procedures identified no We obtained an understanding of the Administrator’s material misstatement Refer to the Report of the Audit processes and controls surrounding revenue recognition by in relation to the risk of and Risk Committee (page 48); performing walkthrough procedures. Incomplete or inaccurate Accounting policies (page 64); and For 100% of dividends received, we recalculated the income revenue recognition note 5 of the Financial Statements by multiplying the investment holdings at the ex-dividend The total revenue for the year ended date, traced from the accounting records, by the dividend 30 November 2025 was £2.18m per share, which was agreed to an independent data vendor. (2024: £3.03m), consisting of We also agreed all exchange rates to an independent data dividend income from listed equity vendor and agreed 100% of dividends received to bank investments and bank interest on statements. Where dividends were received or accrued deposits. in foreign currency, we also translated the amount into the reporting currency of the Company using exchange rates There is a risk of incomplete or sourced from an independent data vendor. inaccurate revenue recognition through the failure to recognise For 100% of dividends accrued, we reviewed the investee proper income entitlements or to company announcements to assess whether the dividend apply an appropriate accounting entitlements arose prior to 30 November 2025. We agreed treatment. the dividend rate to corresponding announcements made by the investee company, recalculated the amount receivable Additionally, in accordance with the and agreed the subsequent cash receipts to post-year end AIC SORP, special dividends received bank statements where applicable. by the Company can be included in either the revenue or capital columns To test completeness of recorded income, we tested that of the Statement of Comprehensive expected dividends for each investee Company held during Income depending on the commercial the year had been recorded as income with reference circumstances behind the payments. to investee Company announcements obtained from an independent data vendor. For 100% of investments held during the year, we reviewed the type of dividends received with reference to an external data vendor to identify those that were special. We identified no special dividends. For 100% of bank interest received, we agreed the amounts to bank statements and agreed all exchange rates used to an independent data vendor. Where bank interest was received in foreign currency, the amounts were translated into the Company’s reporting currency using independently sourced exchange rates. Bellevue Healthcare Trust plc Annual Report and Accounts 2025 53 ### Independent Auditor’s Report continued Key observations communicated to the Audit and Risk Risk Our response to the risk Committee Risk of incorrect valuation or We performed the following procedures: The results of our ownership of the investment procedures identified no We obtained an understanding of the Administrator’s portfolio material misstatement processes surrounding investment pricing and legal title of in relation to the risk Refer to the Report of the Audit and listed investments by performing walkthrough procedures. of incorrect valuation Risk Committee (pages 47 and48); For all listed investments in the portfolio, we compared the or ownership of the Accounting policies (page 64); and market prices and exchange rates applied to an independent investment portfolio. note 4 of the Financial Statements. pricing vendor and recalculated the investment valuations as The Company’s investment portfolio at the year end. consists of listed equity investments We made inquiries of the Administrator who confirmed there valued at £129.9m at 30 November were no investments with stale prices at year end therefore 2025 (2024: £417.8m). no stale pricing report was produced. We reviewed the daily | The valuation of the assets held in the | valuation of each investment for five business days before | | --- | --- | | investment portfolio is the key driver | and after 30 November 2025 to identify any stale prices. Our | | of the Company’s net asset value | testing did not identify any stale prices. | and total return. Incorrect investment We compared the Company’s investment holdings at 30 pricing, or failure to maintain proper November 2025 to the independent confirmation received legal title of the investments held by directly from the Company’s Depositary. the Company, could have a significant impact on the net asset value and the return generated for shareholders. The fair value of listed investments is determined using quoted market bid prices at close of business on the reporting date. OUR APPLICATION OF MATERIALITY buybacks and redemptions executed under the Company’s We apply the concept of materiality in planning and performing the redemption mechanisms in earlier periods. During the year audit, in evaluating the effect of identified misstatements on the ended 30 November 2025, the special distributable reserve was audit and in forming our audit opinion. further drawn down from £314.7m to £64.4m, principally to fund £239.4m of share buybacks, £253.6m of redemptions and £9.4m of dividends. This utilisation of the special distributable reserve MATERIALITY explains the sharp reduction in total net assets during the year. Our The magnitude of an omission or misstatement that, individually materiality provided a basis for determining the nature, timing and or in the aggregate, could reasonably be expected to influence extent of risk assessment procedures, identifying and assessing the economic decisions of the users of the financial statements. the risk of material misstatement and determining the nature, timing Materiality provides a basis for determining the nature and extent of and extent of further audit procedures. our audit procedures. Performance materiality We determined materiality for the Company to be £1.35m The application of materiality at the individual account or balance (2024: £4.37m), which is 1% (2024: 1%) of Company’s net level. It is set at an amount to reduce to an appropriately low level asset value. We believe that Net Asset Value provides us with the probability that the aggregate of uncorrected and undetected the most important financial metric on which shareholders would misstatements exceeds materiality. judge the performance of the Company. The significant reduction in capital compared to the prior year primarily reflects share Bellevue Healthcare Trust plc Annual Report and Accounts 202554 Governance On the basis of our risk assessments, together with our OPINIONS ON OTHER MATTERS PRESCRIBED assessment of the Company’s overall control environment, our BY THE COMPANIES ACT 2006 judgement was that performance materiality was 75% (2024: 75%) In our opinion the part of the Directors’ remuneration report to of our planning materiality, namely £1.01m (2024: £3.28m). We be audited has been properly prepared in accordance with the have set performance materiality at this percentage due to our past Companies Act 2006. experience of the audit that indicates a lower risk of misstatements, both corrected and uncorrected. In our opinion, based on the work undertaken in the course of the audit: Reporting threshold the information given in the strategic report and the Directors’ An amount below which identified misstatements are considered report for the financial year for which the financial statements as being clearly trivial. are prepared is consistent with the financial statements; and We agreed with the Audit Committee that we would report to the strategic report and Directors’ report have been prepared them all uncorrected audit differences in excess of £0.07m in accordance with applicable legal requirements. (2024: £0.22m), which is set at 5% of planning materiality, as well as differences below that threshold that, in our view, warranted MATTERS ON WHICH WE ARE REQUIRED reporting on qualitative grounds. TO REPORT BY EXCEPTION We evaluate any uncorrected misstatements against both the In the light of the knowledge and understanding of the Company quantitative measures of materiality discussed above and in light of and its environment obtained in the course of the audit, we have other relevant qualitative considerations in forming our opinion. not identified material misstatements in the strategic report or Directors’ report. OTHER INFORMATION We have nothing to report in respect of the following matters in The other information comprises the information included in relation to which the Companies Act 2006 requires us to report to the annual report, other than the financial statements and our you if, in our opinion: auditor’s report thereon. The Directors are responsible for the other adequate accounting records have not been kept, or returns information contained within the annual report. adequate for our audit have not been received from branches Our opinion on the financial statements does not cover the other not visited by us; or information and, except to the extent otherwise explicitly stated in the financial statements and the part of the Directors’ this report, we do not express any form of assurance conclusion Remuneration Report to be audited are not in agreement with thereon. the accounting records and returns; or Our responsibility is to read the other information and, in certain disclosures of Directors’ remuneration specified by law doing so, consider whether the other information is materially are not made; or inconsistent with the financial statements or our knowledge we have not received all the information and explanations we obtained in the course of the audit or otherwise appears to be require for our audit materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine CORPORATE GOVERNANCE STATEMENT whether this gives rise to a material misstatement in the financial We have reviewed the Directors’ statement in relation to going statements themselves. If, based on the work we have performed, concern, longer-term viability and that part of the Corporate we conclude that there is a material misstatement of the other Governance Statement relating to the Company’s compliance with information, we are required to report that fact. the provisions of the UK Corporate Governance Code specified for We have nothing to report in this regard. our review by the UK Listing Rules Aside from the impact of the matters disclosed in the material uncertainty related to going concern section, based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is Bellevue Healthcare Trust plc Annual Report and Accounts 2025 55 ### Independent Auditor’s Report continued materially consistent with the financial statements or our knowledge material misstatement when it exists. Misstatements can arise from obtained during the audit: fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the Directors’ statement with regards to the appropriateness of economic decisions of users taken on the basis of these financial adopting the going concern basis of accounting and any statements. material uncertainties identified set out on page 36; Directors’ explanation as to its assessment of the Company’s Explanation as to what extent the audit was prospects, the period this assessment covers and why the considered capable of detecting irregularities, including fraud period is appropriate set out on page 20; Irregularities, including fraud, are instances of non-compliance Director’s statement on whether it has a reasonable with laws and regulations. We design procedures in line with our expectation that the Company will be able to continue in responsibilities, outlined above, to detect irregularities, including operation and meets its liabilities set out on page 20; fraud. The risk of not detecting a material misstatement due to Directors’ statement on fair, balanced and understandable set fraud is higher than the risk of not detecting one resulting from out on page 49; error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. Board’s confirmation that it has carried out a robust The extent to which our procedures are capable of detecting assessment of the emerging and principal risks set out on irregularities, including fraud is detailed below. page 42; The section of the annual report that describes the review of However, the primary responsibility for the prevention and detection effectiveness of risk management and internal control systems of fraud rests with both those charged with governance of the set out on page 41; and; Company and management. The section describing the work of the Audit and Risk We obtained an understanding of the legal and regulatory Committee set out on pages 47 to 49. frameworks that are applicable to the Company and determined that the most significant are UK-adopted RESPONSIBILITIES OF DIRECTORS International Accounting Standards, the Companies Act As explained more fully in the Directors’ responsibilities statement 2006, the Listing Rules, the UK Corporate Governance set out on page 50, the Directors are responsible for the Code, the Statement of Recommended Practice for the preparation of the financial statements and for being satisfied Financial Statements of Investment Trust Companies as that they give a true and fair view, and for such internal control as issued by the Association of Investment Companies, Section the Directors determine is necessary to enable the preparation 1158 of the Corporation Tax Act 2010, and The Companies of financial statements that are free from material misstatement, (Miscellaneous Reporting) Regulations 2018. whether due to fraud or error. We understood how the Company is complying with those In preparing the financial statements, the Directors are responsible frameworks by discussions with the Audit and Risk Committee for assessing the Company’s ability to continue as a going and Company Secretary, review of the Board and Committee concern, disclosing, as applicable, matters related to going minutes and review of papers provided to the Audit and Risk concern and using the going concern basis of accounting unless Committee. the Directors either intend to liquidate the Company or to cease We assessed the susceptibility of the Company’s financial operations, or have no realistic alternative but to do so. statements to material misstatement, including how fraud might occur by considering the key risks impacting the AUDITOR’S RESPONSIBILITIES FOR THE financial statements. AUDIT OF THE FINANCIAL STATEMENTS Based on this understanding we designed our audit Our objectives are to obtain reasonable assurance about procedures to identify non-compliance with such laws whether the financial statements as a whole are free from material and regulations. Our procedures involved review of the misstatement, whether due to fraud or error, and to issue an reporting to the Directors with respect to the application of auditor’s report that includes our opinion. Reasonable assurance the documented policies and procedures and review of the is a high level of assurance, but is not a guarantee that an audit financial statements to ensure compliance with the reporting conducted in accordance with ISAs (UK) will always detect a requirements of the Company. Bellevue Healthcare Trust plc Annual Report and Accounts 202556 Governance A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at https://www.frc.org.uk/ auditorsresponsibilities. This description forms part of our auditor’s report. OTHER MATTERS WE ARE REQUIRED TO ADDRESS Following the recommendation from the Audit and Risk Committee, we were appointed by the Company on 27 November 2017 to audit the financial statements for the year ending 30 November 2017 and subsequent financial periods. The period of total uninterrupted engagement including previous renewals and reappointments is 9 years, covering the years ending 30 November 2017 to 30 November 2025. The audit opinion is consistent with the additional report to the Audit and Risk Committee. USE OF OUR REPORT This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report 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 and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed. Ahmer Huda Senior Statutory Auditor for and on behalf of Ernst & Young LLP, Statutory Auditor London 27 February 2025 Bellevue Healthcare Trust plc Annual Report and Accounts 2025 57 ## Financial Statements Bellevue Healthcare Trust plc Annual Report and Accounts 202558 Financial Statements # Statement of Comprehensive Income for the year ended 30 November 2025 | | Note | Year ended 30 November 2025 | | | Year ended 30 November 2024 | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | Revenue £'000 | Capital £'000 | Total £'000 | Revenue £'000 | Capital £'000 | Total £'000 | | (Losses)/gains on investments | | - | (50,514) | (50,514) | - | 81,306 | 81,306 | | Gains/(losses) on currency movements | | - | 274 | 274 | - | (1,241) | (1,241) | | **Net investment (losses)/gains** | | **-** | **(50,240)** | **(50,240)** | **-** | **80,065** | **80,065** | | Investment and interest income | 5 | 2,185 | - | 2,185 | 3,031 | - | 3,031 | | **Total income** | | **2,185** | **(50,240)** | **(48,055)** | **3,031** | **80,065** | **83,096** | | Investment management fees | | (441) | (1,766) | (2,207) | (1,256) | (5,022) | (6,278) | | Other expenses | | (1,348) | - | (1,348) | (1,135) | - | (1,135) | | **(Loss)/gain before finance costs and taxation** | | **396** | **(52,006)** | **(51,610)** | **640** | **75,043** | **75,683** | | Finance costs | 8 | (71) | (285) | (356) | (367) | (1,469) | (1,836) | | **Operating (loss)/gain before taxation** | | **325** | **(52,291)** | **(51,966)** | **273** | **73,574** | **73,847** | | Taxation | 9 | (164) | - | (164) | (113) | - | (113) | | **(Loss)/gain for the year** | | **161** | **(52,291)** | **(52,130)** | **160** | **73,574** | **73,734** | | **Return per Ordinary Share** | 10 | **0.09p** | **(27.74)p** | **(27.65)p** | **0.03p** | **16.05p** | **16.08p** | There is no other comprehensive income and therefore the 'Loss/Gain for the year' is the total comprehensive income for the year. The supplementary revenue and capital columns, including the earnings per Ordinary Shares, are prepared under guidance from the Association of Investment Companies. All revenue and capital items in the above statement derive from continuing operations. The notes on pages 63 to 76 form an integral part of these financial statements. Bellevue Healthcare Trust plc Annual Report and Accounts 2025 59 # Statement of Financial Position as at 30 November 2025 | | Note | 30 November 2025 £'000 | 30 November 2024 £'000 | | --- | --- | --- | --- | | **Non-current assets** | | | | | Investments held at fair value through profit or loss | 4 | 129,889 | 417,790 | | **Current assets** | | | | | Cash and cash equivalents | | 5,915 | 273,993 | | Sales for future settlement | | 213 | - | | Dividends receivable | | 11 | - | | Other receivables | 11 | 121 | 102 | | | | **6,260** | **274,095** | | **Total assets** | | **136,149** | **691,885** | | **Current liabilities** | | | | | Redemption payable | 13 | - | (253,551) | | Other payables | 13 | (1,255) | (1,034) | | **Total liabilities** | | **(1,255)** | **(254,585)** | | **Net assets** | | **134,894** | **437,300** | | **Equity** | | | | | Share capital | 14 | 3,165 | 3,165 | | Special distributable reserve | | 64,382 | 314,658 | | Capital redemption reserve | | 2,718 | 2,718 | | Capital reserve | | 66,745 | 119,036 | | Revenue reserve | | (2,116) | (2,277) | | **Total equity** | | **134,894** | **437,300** | | **Net asset value per Ordinary Share** | | **146.58p** | **154.32p** | Approved by the Board of Directors and authorised for issue on 27 February 2026 and signed on their behalf by: **Kate Bolsover** *Chairman* Registered in England and Wales with registered number 10415235. The notes on pages 63 to 76 form an integral part of these financial statements. 60 Bellevue Healthcare Trust plc Annual Report and Accounts 2025 Financial Statements ## Statement of Changes in Equity for the year ended 30 November 2025 | | | | Share | | Special | | Capital | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Share | premium | | distributable | | Redemption | | Capital | Revenue | | | | Capital | account | | | reserve | | reserve | reserve | reserve | Total | | Notes | £’000 | | £’000 | | £’000 | | £’000 | £’000 | £’000 | £’000 | Opening balance as at 3,165 - 314,658 2,718 119,036 (2,277) 437,300 01December 2024 (Loss) for the year - - - (52,291) 161 (52,130) Buybacks of Ordinary Shares - - (239,402) - - - (239,402) Buybacks and Redemption costs - - (1,487) - - - (1,487) Dividend paid - - (9,387) - - (9,387) Closing balance as at 3,165 - 64,382 2,718 66,745 (2,116) 134,894 30November 2025 For the year ended 30 November 2024 | | | | Share | | Special | | Capital | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Share | premium | | distributable | | Redemption | | Capital | Revenue | | | | Capital | account | | | reserve | | reserve | reserve | reserve | Total | | Notes | £’000 | | £’000 | | £’000 | | £’000 | £’000 | £’000 | £’000 | Opening balance as at 4,803 617,709 - - 45,462 (2,437) 665,537 01December 2023 Gain for the year - - - - 73,574 160 73,734 Transfer to special distributable - (617,709) 617,709 - - - - reserve Reallocation of redeemed Ordinary - - (1,080) 1,080 - - - Shares from 2022 and 2023 Redemption of Ordinary Shares (1,638) - (253,551) 1,638 - - (253,551) Buybacks of Ordinary Shares - - (22,768) - - - (22,768) Buybacks, Redemption and special distributable reserve - - (239) - - - (239) transfer costs Dividend paid - - (25,413) - - - (25,413) Closing balance as at 3,165 - 314,658 2,718 119,036 (2,277) 437,300 30November 2024 The Company’s distributable reserves consist of the special distributable reserve, revenue reserve and capital reserve attributable to realised profit totalling £129,011,000 (30 November 2024: £431,417,000). The capital redemption reserve is non-distributable. The Company can use its distributable reserves to fund dividends, redemptions of Ordinary Shares and share buybacks. The notes on pages 63 to 76 form an integral part of these financial statements. Bellevue Healthcare Trust plc Annual Report and Accounts 2025 61 ## Statement of Cash Flows for the year ended 30 November 2025 | | Year ended | | | Year ended | | | --- | --- | --- | --- | --- | --- | | 30 November 2025 | | | 30 November 2024 | | | | | | £’000 | | | £’000 | Operating activities Cash flows Income* 2,174 3,031 Operating expenses (3,278) (7,195) Taxation (164) (113) Net cash flow used in operating activities (1,268) (4,277) Investing activities Cash flows Purchase of investments (327,816) (588,784) Sale of investments 564,990 949,238 Net cash flow from investing activities 237,174 360,454 Financing activities Cash flows Bank loans drawn 10,000 11,784 Bank loans repaid (10,000) (43,140) Loan interest and other charges paid (431) (1,773) Dividend paid (9,387) (25,413) Annual redemption of Ordinary Shares (253,551) (110,008) Buybacks of Ordinary Shares held in treasury (239,402) (22,768) Share issue, Buybacks and Redemption costs (1,487) (239) Net cash flow used in financing activities (504,258) (191,557) (Decrease)/increase in cash and cash equivalents (268,352) 164,620 Cash and cash equivalents at start of year 273,993 110,954 Effect of foreign currency revaluations 274 (1,581) Cash and cash equivalents at end of year 5,915 273,993 * Cash inflow from dividends for the financial year was £1,114,000 (2024: £756,000). Bank deposits interest income received during the year was £1,071,000 (2024: £2,275,000). The table below shows the movement in liabilities arising from financing activities during the year. | | Year ended | | | Year ended | | | --- | --- | --- | --- | --- | --- | | 30 November 2025 | | | 30 November 2024 | | | | | | £’000 | | | £’000 | Opening balance - 31,696 Repayment of bank loans (10,000) (43,140) Proceeds from bank loans 10,000 11,784 Finance costs 356 1,836 Loan interest and other charges paid (431) (1,773) Foreign exchange movements 75 (403) Closing balance - - The notes on pages 63 to 76 form an integral part of these financial statements. Bellevue Healthcare Trust plc Annual Report and Accounts 202562 Financial Statements ## Notes to the Financial Statements 1. REPORTING ENTITY Bellevue Healthcare Trust plc, formerly BB Healthcare Trust plc, is a closed-ended investment company, registered in England and Wales on 7 October 2016. The Company’s registered office is 4th Floor 46-48 James Street, London, W1U 1EZ. Business operations commenced on 2 December 2016 when the Company’s Ordinary Shares were admitted to trading on the London Stock Exchange. The financial statements of the Company are presented for the year from 1 December 2024 to 30 November 2025. The Company invests in a concentrated portfolio of listed or quoted equities in the global healthcare industry. The Company may also invest in American Depositary Receipts (“ADRs”), or convertible instruments issued by such companies and may invest in, or underwrite, future equity issues by such companies. The Company may utilise contracts for differences for investment purposes in certain jurisdictions where taxation or other issues in those jurisdictions may render direct investment in listed or quoted equities less effective. 2. BASIS OF PREPARATION Statement of compliance These financial statements have been prepared in accordance with UK adopted International Accounting Standards (“IAS”). In preparing these financial statements the Directors have considered the impact of climate change as a risk as set out on page19, and have concluded that there was no further impact of climate change to be taken into account. In line with IAS, investments are valued at fair value, which for the Company is quoted bid prices for investments in active markets at the Statement of Financial Position date and therefore reflect market participants’ view of climate change risk on the investments we hold. When presentational guidance set out in the Statement of Recommended Practice (“SORP”) for Investment Companies issued by the Association of Investment Companies (“the AIC”) in July 2022 is consistent with the requirements of UK adopted International Accounting Standards, the Directors have sought to prepare the financial statements on a basis compliant with the recommendations of the SORP. Going concern The Directors have adopted the going concern basis with material uncertainty in preparing the financial statements. The Circular relating to the proposed appointment of Columbia Threadneedle Investments was published on 12 February 2026, and a General Meeting is scheduled for 4 March 2026. While the Board believes the Proposals offer a compelling long-term opportunity within the healthcare sector, the outcome of the resolutions to be considered at the General Meeting, and the level of participation in the associated tender offer, remain unknown at the date of approval of the financial statements. As a result, the Directors recognise that these conditions indicate the existence of a material uncertainty which may cast doubt about the Company’s continuing as a going concern, however, the Directors have a reasonable expectation that the Company has adequate operational resources to continue in operational existence for at least twelve months from the date of approval of these financial statements and therefore have concluded that it remains appropriate to prepare the financial statements on a going concern basis, with material uncertainty. In forming this opinion, the Directors have considered the adequacy of the Company’s operational resources, liquidity of the investment portfolio, debt covenants and any potential impact of the ongoing conflicts in Ukraine and the Middle East may have on the going concern and viability of the Company. In making their assessment, the Directors have reviewed income and expense projections and the liquidity of the investment portfolio, and considered the mitigation measures which key service providers, including the Investment Manager, have in place to maintain operational resilience. The Company’s ability to continue as a going concern with material uncertainty is for the period assessed by the Directors, being the period to 30 November 2027, which is at least 12 months from the date the financial statements were authorised for issue. Significant accounting estimates, judgements and assumptions The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. 63 Bellevue Healthcare Trust plc Annual Report and Accounts 2025 ### Notes to the Financial Statements continued Estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the year in which the estimates are revised and in any future periods affected. There have been no material estimates, judgements or assumptions which have had a significant impact on the financial statements for the year. Functional and presentation currency The financial statements are presented in sterling, which is the Company’s functional currency. The Company’s investments are denominated in multiple currencies. However, the Company’s shares are issued in sterling and the majority of its investors are UK based. In addition, all expenses are paid in GBP as are dividends. All financial information presented in sterling have been rounded to the nearest thousand pounds. 3. ACCOUNTING POLICIES (a) Investments Upon initial recognition investments are classified by the Company “at fair value through profit or loss”. They are accounted for on the date they are traded and are included initially at fair value which is taken to be their cost. Subsequently quoted investments are valued at fair value which is the bid market price, or if bid price is unavailable, the last traded price on the relevant exchange. Changes in the fair value of investments held at fair value through profit or loss and gains or losses on disposal are included in the capital column of the Statement of Comprehensive Income within gains/(losses) on investments. Investments are derecognised on the trade date of their disposal, which is the point where the Company transfers substantially all the risks and rewards of the ownership of the financial asset. (b) Foreign currency Transactions denominated in foreign currencies are translated into sterling at actual exchange rates as at the date of the transaction. Monetary assets and liabilities, and non-monetary assets held at fair value denominated in foreign currencies are translated into sterling using London closing foreign exchange rates at the year end. Any gain or loss arising from a change in exchange rates subsequent to the date of the transaction is included as an exchange gain or loss to capital or revenue in the Statement of Comprehensive Income as appropriate. (c) Income from investments Dividend income from shares is recognised on ex-dividend dates. Overseas income is grossed up at the appropriate rate of tax. Special dividends are assessed on their individual merits and may be credited to the Statement of Comprehensive Income as a capital item if considered to be closely linked to reconstructions of the investee company or other capital transactions. All other investment income is credited to the Statement of Comprehensive Income as a revenue item. Interest receivable is accrued on a time apportionment basis. (d) Reserves Capital reserves Profits achieved in cash by selling investments and changes in fair value arising upon the revaluation of investments that remain in the portfolio are all charged to the capital column of the Statement of Comprehensive Income and allocated to the capital reserve. Special distributable reserve Following admission of the Company’s Ordinary Shares to trading on the London Stock Exchange, the Directors applied to the Court to cancel the share premium account so as to create a new special distributable reserve which may be treated as distributable reserves and out of which tender offers and share buybacks may be funded. This reserve may also be used to fund dividend payments. The Company’s distributable reserves consist of the special distributable reserve, revenue reserve and capital reserve attributable to realised profit. 64 Bellevue Healthcare Trust plc Annual Report and Accounts 2025 Financial Statements Capital redemption reserve The capital distributable reserve reflects the nominal value of redeemed Ordinary shares. Share premium The share premium account arose from the net proceeds of issuing new shares. The excess of the issue price of a share over its nominal value is the share premium. Revenue reserves The revenue reserve reflects all income and expenditure recognised in the revenue column of the income statement and is distributable by way of dividends. (e) Expenses All expenses are accounted for on an accruals basis. Expenses directly related to the acquisition or disposal of an investment (transaction costs) are taken to the income statement as a capital item. Expenses are recognised through the Statement of Comprehensive Income as revenue items except as follows: Investment management fees In accordance with the Company’s stated policy and the Directors’ expectation of the split of future returns, 80% of investment management fees are charged as a capital item in the Statement of Comprehensive Income. Finance costs Finance costs include interest payable and direct loan costs. In accordance with Directors’ expectation of the split of future returns, 80% of finance costs are charged as capital items in the Statement of Comprehensive Income. Loan arrangement costs are amortised over the term of the loan. (f) Cash and cash equivalents Cash comprises cash at hand and on-demand deposits. Cash equivalents are short term (three months or less), highly liquid investments that are readily convertible to known amounts of cash, are subject to insignificant risks of changes in value, and are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes. (g) Taxation Irrecoverable taxation on dividends is recognised on an accruals basis in the Statement of Comprehensive Income. Deferred taxation Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the statement of financial position liability method. Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Investment trusts which have approval as such under Section 1158 of the Corporation Tax Act 2010 are not liable for taxation on capital gains in UK. (h) Financial assets and financial liabilities All financial assets and liabilities are measured in the financial statements at fair value, with the exception of short-term assets and liabilities, which are held at cost that approximates to fair value, and bank loans payable that are initially measured at the fair value of the consideration received, net of directly attributable costs, and subsequently measured at amortised cost. (i) Adoption of new IFRS standards A number of new standards and amendments are effective for the annual periods beginning on or after 1 January 2024. None of these have a material impact on the measurement of the amounts recognised in the financial statements of the Company. 65 Bellevue Healthcare Trust plc Annual Report and Accounts 2025 ### Notes to the Financial Statements continued (j) Future Developments in IFRS standards A number of new standards and/or amendments to standards are effective for the annual periods beginning after 1 January 2024. None of these are expected to have a significant effect on the measurement of the amounts recognised in the financial statements of the Company. New standard and/or amendment Effective on or after Amendments to IAS 21: Lack of Exchangeability 01 January 2025 IFRS 18 Presentation and Disclosure in Financial Statements 01 January 2027 Amendments to IFRS 9 and IFRS 7 – Amendments to the Classification and Measurement of Financial Instruments 01 January 2026 (k) Equity shares The Company has treated the Ordinary Shares and Management Shares as equity in accordance with IAS 32 Financial Instruments: Presentation, which classifies financial instruments into financial assets, financial liabilities and equity instruments. Both share classes have an entitlement to the residual interest in the assets of the Company after deducting liabilities, suffice that the Management Shares have no participation in any surplus beyond their paid up capital. The Management Shares are not redeemable but the Ordinary Shares are subject to an annual redemption option at the discretion of the Directors. Ordinary Shares participate in dividends and any other profits of the Company. Redeemed Ordinary Shares are derecognised, and a liability recognised, once the redemption process has been completed, the Company has announced the final redemption price and there is a legal obligation to cancel the shares. The nominal value of the redeemed Ordinary Shares are transferred to the capital redemption reserve. (l) Segmental reporting The Board has considered the requirements of IFRS 8 – “Operating Segments”. The Company has entered into an Investment Management Agreement with the Investment Manager under which the Investment Manager is responsible for the management of the Company’s investment portfolio, subject to the overall supervision of the Board of Directors. Accordingly, the Board is deemed to be the “Chief Operating Decision Maker” of the Company. The Directors are of the opinion that the Company is engaged in a single segment of business being that of an investment trust, as disclosed in note 1. 4. INVESTMENT HELD AT FAIR VALUE THROUGH PROFIT OR LOSS (a) Summary of valuation | | 30 November | | 30 November | | | --- | --- | --- | --- | --- | | | | 2025 | | 2024 | | As at | | £’000 | | £’000 | Investments held at fair value through profit or loss – Listed UK 4,276 - – Listed overseas 125,613 417,790 Closing valuation 129,889 417,790 66 Bellevue Healthcare Trust plc Annual Report and Accounts 2025 Financial Statements ### (b) Movements in valuation | | £'000 | £'000 | | --- | --- | --- | | Opening valuation | 417,790 | 696,916 | | Opening unrealised losses on investments | 53,333 | 287,597 | | Opening book cost | 471,123 | 984,513 | | Additions, at cost | 327,677 | 588,595 | | Disposals, at cost | (652,552) | (1,101,985) | | Closing book cost | 146,248 | 471,123 | | Revaluation of investments | (16,359) | (53,333) | | **Closing valuation** | **129,889** | **417,790** | In respect of the investments sold during the year, they have been revalued over time and until they were sold any unrealised gains/losses were included in the fair value of the investments. Total investments sold during the year ended 30 November 2025 amounted to £565,303,000 (30 November 2024: £949,527,000). Transaction costs on investment purchases for the year ended 30 November 2025 amounted to £139,000 (30 November 2024: £189,000) and on investment sales for the financial year to 30 November 2025 amounted to £239,000 (30 November 2024: £311,000). ### (c) Gains/(losses) on investments | | £'000 | £'000 | | --- | --- | --- | | Realised gains/(losses) on disposal of investments | (87,488) | (152,958) | | Movement in unrealised gains/(losses) on investments held | 36,974 | 234,264 | | **Total gains/(losses) on investments** | **(50,514)** | **81,306** | Under IFRS 13 'Fair Value Measurement', an entity is required to classify investments using a fair value hierarchy that reflects the significance of the inputs used in making the measurement decision. The following shows the analysis of financial assets recognised at fair value based on: #### Level 1 The unadjusted quoted price in an active market for identical assets or liabilities that the entity can access at the measurement date. #### Level 2 Inputs other than quoted prices included within Level 1 that are observable (i.e. developed using market data) for the asset or liability, either directly or indirectly. #### Level 3 Inputs are unobservable (i.e. for which market data is unavailable) for the asset or liability. The classification of the Company's investments held at fair value is detailed in the table below: | | As at 30 November 2025 | | | | | --- | --- | --- | --- | --- | | | Level 1 £'000 | Level 2 £'000 | Level 3 £'000 | Total £'000 | | Investments at fair value through profit and loss | 129,889 | - | - | **129,889** | | | As at 30 November 2024 | | | | | --- | --- | --- | --- | --- | | | Level 1 £'000 | Level 2 £'000 | Level 3 £'000 | Total £'000 | | Investments at fair value through profit and loss | 417,790 | - | - | **417,790** | There were no transfers between levels during the year ended 30 November 2025 (30 November 2024: nil) Bellevue Healthcare Trust plc Annual Report and Accounts 2025 67 ### Notes to the Financial Statements continued 5. INVESTMENT AND INTEREST INCOME | | Year | | Year | | --- | --- | --- | --- | | | ended | | ended | | 30 November | | 30 November | | | | 2025 | | 2024 | | | £’000 | | £’000 | Income from investments UK dividends 46 - Overseas dividends 1,068 756 Other income: Bank interest on deposits 1,071 2,275 Total income 2,185 3,031 6. INVESTMENT MANAGEMENT FEE 2025 2024 Revenue Capital Total Revenue Capital Total £’000 £’000 £’000 £’000 £’000 £’000 Management fee 441 1,766 2,207 1,256 5,022 6,278 The Company’s Investment Manager is currently Bellevue Asset Management (UK) Ltd (the “Investment Manager”). The Investment Manager is entitled to receive a management fee payable monthly in arrears and calculated at the rate of one-twelfth of 0.95% per calendar month of market capitalisation. Market capitalisation means the average of the mid-market prices for an Ordinary Share, as derived from the daily official list of the London Stock Exchange on each business day in the relevant calendar month, multiplied by the number of Ordinary Shares, in issue on the last business day of the relevant calendar month excluding any Ordinary Shares held in treasury. There is no performance fee payable to the Investment Manager. 7. OTHER EXPENSES 2025 2024 £’000 £’000 Administration fees 236 255 Audit fees 54 66 Broker Fees 50 51 Custody services 117 164 Directors’ fees 255 236 Printing fees 45 29 Registrar fees 118 95 Legal fees 162 19 Consultancy fees 98 8 Other operating expenses 213 212 Total 1,348 1,135 68 Bellevue Healthcare Trust plc Annual Report and Accounts 2025 Financial Statements 8. FINANCE COSTS Year ended 30 November 2025 Revenue Capital Total £’000 £’000 £’000 Loan interest 63 252 315 Other finance costs 8 33 41 Total 71 285 356 Year ended 30 November 2024 Revenue Capital Total £’000 £’000 £’000 Loan interest 362 1,449 1,811 Other finance costs 5 20 25 Total 367 1,469 1,836 9. TAXATION (a) Analysis of tax charge for the year: Year ended 30 November 2025 Year ended 30 November 2024 Revenue Capital Total Revenue Capital Total £’000 £’000 £’000 £’000 £’000 £’000 Withholding tax expense 164 - 164 113 - 113 Total tax charge for the year 164 - 164 113 - 113 (b) Factors affecting the tax charge for the year: The effective UK corporation tax rate for the year is 25% (2024: 25%). The tax charge differs from the charge resulting from applying the standard rate of UK corporation tax for an investment trust company. The differences are explained below: | 2025 | 2024 | | --- | --- | | Total | Total | | £’000 | £’000 | Operating (loss)/profit before taxation (51,966) 73,847 UK Corporation tax at 25% (2024: 25%) (12,992) 18,462 Effects of: Losses/(gains) on investments not taxable 12,560 (20,016) UK dividends not taxable (12) - Overseas dividends not taxable (267) (189) Withholding tax expense 164 113 Unutilised excess expenses 711 1,743 Total tax charge for the year 164 113 The Company is not liable to pay tax on capital gains due to its status as an investment trust. The Company has a total gross tax loss of £60,762,000 (2024: £64,058,267) and as a result an unrealised deferred tax asset of £15,190,000 (2024: £16,014,567) based on the prospective UK corporation tax rate of 25%. This asset has accumulated because deductible expenses exceeded taxable income for the year ended 30 November 2025. No asset has been recognised in the accounts because, given the composition of the Company’s portfolio, it is not likely that this asset will be utilised in the foreseeable future. 69 Bellevue Healthcare Trust plc Annual Report and Accounts 2025 ### Notes to the Financial Statements continued 10. RETURN PER SHARE Return per share is based on the weighted average number of Ordinary Shares in issue, excluding shares held in treasury, during the year ended 30 November 2025 of 188,515,143 (30 November 2024: 458,515,182). Management Shares and shares held in treasury do not participate in the profit or loss of the Company, hence they are not included in the calculation below. As at 30 November 2025 Revenue Capital Total Profit/(loss) for the year (£'000) 161 (52,291) (52,130) Return/(loss) per Ordinary Share (basic and diluted) 0.09p (27.74)p (27.65)p As at 30 November 2024 Revenue Capital Total Profit for the year (£'000) 160 73,574 73,734 Return per Ordinary Share (basic and diluted) 0.03p 16.05p 16.08p 11. OTHER RECEIVABLES | | As at | | As at | | --- | --- | --- | --- | | 30 November | | 30 November | | | | 2025 | | 2024 | | | £’000 | | £’000 | Prepayments 47 41 VAT recoverable 29 26 Recoverable tax on dividend 45 35 Total 121 102 12. BANK LOANS The Company has a multi-currency Revolving Credit Facility (“RCF”) with The Bank of Nova Scotia, London Branch. The RCF was renewed in December 2024 for 12 months and the Company amended the terms so that it could draw down loans up to an aggregate value of USD 125 million. In May 2025, the Company elected to cancel USD 40 million of the RCF, reducing the amount available to draw down to USD 85 million. The RCF was renewed in December 2025 and the Company amended the terms so that it could draw down loans up to an aggregate value of USD 70 million. The facility was cancelled by the Company on 9 February 2026. As at 30 November 2025, the aggregate of loans draw down was £nil (2024: £Nil). A commitment fee is calculated at 0.35 per cent per annum, if the unutilised amount equals or exceeds 50 per cent of the total commitment; or 0.40 per cent per annum if the unutilised amount is less than 50 per cent of the total commitment. 70 Bellevue Healthcare Trust plc Annual Report and Accounts 2025 Financial Statements 13. OTHER PAYABLES | | As at | | As at | | --- | --- | --- | --- | | 30 November | | 30 November | | | | 2025 | | 2024 | | | £’000 | | £’000 | Loan interest payable 14 89 Accrued expenses 1,241 945 Redemption payable - 253,551 1,255 254,585 Redemption payable The 2024 redemption payable is in relation to the Company’s announcement on 14 October 2024 that valid redemption requests in respect of 163,834,887 Ordinary Shares had been received for the 29 November 2024 redemption point. All of these shares were redeemed and cancelled by the Company. The calculated redemption price was 154.76 pence per share. On 23 April 2025, the Board introduced a Zero Discount Policy, enabling shareholders to sell their shares to the Company at or near NAV on any trading day, in effect replacing the annual redemption facility. 14. SHARE CAPITAL As at 30 November 2025 As at 30 November 2024 No. of shares £’000 No. of shares £’000 Allotted, issued and fully paid: Redeemable Ordinary Shares of 1p each (“Ordinary Shares”) 92,027,854 920 283,369,891 2,834 Shares held in treasury 223,124,455 2,232 31,782,418 318 Management Shares of £1 each 50,001 13 50,001 13 Total 315,202,310 3,165 315,202,310 3,165 Share Movement During the year to 30 November 2025, 191,342,037 Ordinary Shares (2024: 15,383,772) were bought back into treasury of which 137,455,891 were purchased through the Zero Discount Policy. In the period from 30 November 2025 to 27 February 2026, a further 18,828,620 Ordinary Shares have been bought back intotreasury. 15. DIVIDEND Year ended 30 November 2025 Year ended 30 November 2024 | Pence per | | Special | Revenue | | | Pence per | | Special | Revenue | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Ordinary | | reserve | | reserve | Total | Ordinary | | reserve | | reserve | Total | | | Share | £’000 | | £’000 | £’000 | | Share | £’000 | | £’000 | £’000 | Final dividend - 2023 - - - - 2.995p 13,846 - 13,846 Interim dividend - 2024 - - - - 2.520p 11,567 - 11,567 Final dividend - 2024 2.520p 5,604 - 5,604 - - - - Interim dividend - 2025 2.700p 3,783 - 3,783 - - - - Total 5.220p 9,387 - 9,387 5.515p 25,413 - 25,413 71 Bellevue Healthcare Trust plc Annual Report and Accounts 2025 ### Notes to the Financial Statements continued The dividend relating to the year ending 30 November 2025, which is the basis on which the requirements of Section 1159 of the Corporation Tax Act 2010 are considered is detailed below: Year ended 30 November 2025 Year ended 30 November 2024 | Pence per | | Special | Revenue | | | Pence per | | Special | Revenue | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Ordinary | | reserve | | reserve | Total | Ordinary | | reserve | | reserve | Total | | | Share | £’000 | | £’000 | £’000 | | Share | £’000 | | £’000 | £’000 | Interim dividend – paid 2.700p 3,783 - 3,783 2.520p 11,567 - 11,567 Final dividend – payable/paid 2.700p 1,976 - 1,976 2.520p 7,141 - 7,141 Total 5.400p 5,759 - 5,759 5.040p 18,708 - 18,708 The Directors recommend the payment of a final dividend for the year of 2.70p per share. Subject to approval at the Company’s Annual General Meeting, the dividend will have an ex-dividend date of 7 May 2026 and will be paid on 29 May 2026, to shareholders on the register at 8 May 2026. The dividend will be funded from the Company’s distributable reserves as per the table above. 16. NET ASSETS PER ORDINARY SHARE Net assets per Ordinary Share as at 30 November 2025 is based on £134,894,000 of net assets of the Company attributable to the 92,027,854 Ordinary Shares in issue (excluding treasury shares) as at 30 November 2025. £12,500 of net assets as at 30 November 2025 is attributable to the Management Shares. 17. RELATED PARTY TRANSACTIONS Fees payable to the Investment Manager are shown in note 6. As at 30 November 2025, the fee outstanding to the Investment Manager was £98,000 (30 November 2024: £478,000). Directors’ fees paid during the year are disclosed within the Directors’ Remuneration Report on page 45. Fees payable as at 30 November 2025 were £Nil (2024: £Nil). The Directors’ shareholdings are disclosed in the Directors’ Remuneration Implementation Report on page 43 in this Annual Report. 18. FINANCIAL INSTRUMENTS AND CAPITAL DISCLOSURE The Company is subject to a number of market risks in relation to economic conditions and healthcare companies. These risks are categorised as market risks, liquidity risks, currency risks, leverage risk, interest rate risk and credit risk. The Board monitors closely the Company’s exposures to these risks but does so in order to reduce the likelihood of a permanent reduction in the Company’s net assets rather than to minimise the short-term volatility. Further details on these risks and the management of these risks are included in the Directors’ report. 72 Bellevue Healthcare Trust plc Annual Report and Accounts 2025 Financial Statements (i) Market risks Market risk is the risk that the fair value or future cash flows of the Company’s financial assets and liabilities may fluctuate because of changes in market prices. The Company’s financial assets and liabilities at 30 November 2025 comprised: 2025 2024 | | Interest | Non-interest | | | Interest | Non-interest | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | bearing | | bearing | Total | bearing | | bearing | Total | | Investments | £’000 | | £’000 | £’000 | £’000 | | £’000 | £’000 | Hong Kong - - - - 5,819 5,819 Danish krone - 3,592 3,592 - 2,478 2,478 Euro - 1,567 1,567 - - Pound sterling - 4,276 4,276 - - Swiss franc - 1,391 1,391 - - US dollar - 119,063 119,063 - 409,493 409,493 Total investment - 129,889 129,889 - 417,790 417,790 Floating rate Cash at bank 5,915 - 5,915 273,993 - 273,993 Short term debtors - 345 345 - 102 102 ### Bank loans payable-US dollar - - - - - - Short term creditors - (1,255) (1,255) - (254,585) (254,585) Total 5,915 (910) 5,005 273,993 (254,483) 19,510 Market price risk sensitivity The effect on the portfolio of a 10.0% increase or decrease in market prices would have resulted in an increase or decrease of £12,989,000 (2024: £41,779,000) in the investments held at fair value through profit or loss at the period end, which is equivalent to 9.6% (2024: 9.6%) of the net assets attributable to equity holders. This analysis assumes that all other variables remain constant. (ii) Liquidity risks Liquidity risk is the risk that the Company will not be able to meet its obligations when due. There is a risk that the Company’s holdings may not be able to be realised at reasonable prices in a reasonable timeframe. Financial liabilities by maturity at the period end are shown below: | 30 November | | 30 November | | | --- | --- | --- | --- | | | 2025 | | 2024 | | | £’000 | | £’000 | Within one month-purchases due for settlement and other payables (1,255) (254,585) Total (1,255) (254,585) 73 Bellevue Healthcare Trust plc Annual Report and Accounts 2025 ### Notes to the Financial Statements continued Management of liquidity risks The Company will typically seek to maintain a high degree of liquidity in its portfolio holdings (such that a position could typically be exited within 1 to 5 trading days, with minimal price impact) and as a consequence of the concentrated approach, it is unlikely that a position will be taken in a company unless a minimum holding of 1.0 per cent of Gross Assets at the time of investment can be achieved within an acceptable level of liquidity. The Company’s Investment Manager monitors the liquidity of the Company’s portfolio on a regular basis. See note 12 for the maturity profiles of the loans. Other payables are typically settled within a month. (iii) Currency risks Although the Company’s performance is measured in sterling, a high proportion of the Company’s assets may be either denominated in other currencies or be in investments with currency exposure. Currency sensitivity The below table shows the strengthening/(weakening) of sterling against the local currencies over the financial year for the Company’s financial assets and liabilities held at 30 November 2025. 30 November 2025 % change Danish krone (4.94) Euro (5.04) Swiss franc (5.10) Hong Kong dollar 4.13 US dollar 4.08 Foreign currency risk profile 30 November 2025 30 November 2024 | | | | | | | | Total | | | | | | | Total | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Investment | | Net monetary | | | currency | | Investment | | Net monetary | | | currency | | | | exposure | | | exposure | | exposure | | exposure | | | exposure | | exposure | | | Investments | | £’000 | | | £’000 | | £’000 | | £’000 | | | £’000 | | £’000 | Danish krone 3,592 1 3,593 2,478 307 2,785 Euro 1,567 88 1,655 - 3 3 Swiss franc 1,391 171 1,562 - 4 4 Hong Kong dollar - - - 5,819 21 5,840 US dollar 119,063 660 119,723 409,493 15,993 425,486 Total investment 125,613 920 126,533 417,790 16,328 434,118 74 Bellevue Healthcare Trust plc Annual Report and Accounts 2025 Financial Statements Based on the financial assets and liabilities at 30 November 2025 and all other things being equal, if sterling had weakened against the local currencies by 10%, the impact on the Company’s net assets at 30 November 2025 would have been as follows: | 30 November | | 30 November | | | --- | --- | --- | --- | | | 2025 | | 2024 | | | £’000 | | £’000 | Danish kroner 359 279 Euro 166 - Swiss franc 156 - Hong Kong Dollar - 584 US dollar 11,972 42,549 Management of currency risks The Company’s Investment Manager monitors the currency risk of the Company’s portfolio on a regular basis. Foreign currency exposure is regularly reported to the Board by the Investment Manager. Currency risk will not be hedged using any sort of foreign currency transactions, forward transactions or derivative instruments. (iv) Leverage risks The Company may use borrowings to seek to enhance investment returns. While the use of borrowings should enhance the total return on the Ordinary Shares where the return on the Company’s underlying assets is rising and exceeds the cost of borrowing, it will have the opposite effect where the return on the Company’s underlying assets is rising at a lower rate than the cost of borrowing or falling, further reducing the total return on the Ordinary Shares. As a result, the use of borrowings by the Company may increase the volatility of the NAV per Ordinary Share. Any reduction in the carrying value of the Company’s investments may lead to a correspondingly greater percentage reduction in its NAV (which is likely to adversely affect the price of an Ordinary Share). Any reduction in the number of Ordinary Shares in issue (for example, as a result of buy backs or redemptions) will, in the absence of a corresponding reduction in borrowings, result in an increase in the Company’s level of gearing. To the extent that a fall in the value of the Company’s investments causes gearing to rise to a level that is not consistent with the Company’s gearing policy or borrowing limits, the Company may have to sell investments in order to reduce borrowings, which may give rise to a significant loss of value compared to the book value of the investments, as well as a reduction in income from investments. The Company will pay interest on its borrowings. As such, the Company is exposed to interest rate risk due to fluctuations in the prevailing market rates. As at the year end, the Company’s gearing ratio was 0% (2024: 0.0%), based on the drawn down loans as a percentage of gross asset value. As at the year end, the Company did not hold any derivative instruments. Management of leverage risks Gearing will be deployed flexibly up to 20 per cent of the NAV, at the time of borrowing, although the Investment Manager expects that gearing will, over the longer term, average between 5 and 10 per cent of the NAV. In the event the 20 per cent limit is breached as a result of market movements, and the Board considers that borrowing should be reduced, the Investment Manager shall be permitted to realise investments in an orderly manner so as not to prejudice shareholders. Further details of the Company’s bank loans are disclosed in note 12. 75 Bellevue Healthcare Trust plc Annual Report and Accounts 2025 Notes to the Financial Statements continued **(v) Interest rate risks** As at 30 November 2025, the Company held a cash balance of £6million (2024: £274million), consequently the Company considers it bears no significant interest rate risk exposure. **(vi) Credit risks** Credit risk is the potential of a counterparty failing to meet its obligations in accordance with the agreed terms. Cash and other assets that are required to be held in custody will be held by the Depositary or its sub-custodians. Where the Company utilises derivative instruments, it is likely to take a credit risk with regard to the parties with whom it trades and may also bear the risk of settlement default. **Management of credit risks** The Company has appointed CACEIS Bank as its Depositary. The Standard & Poor's credit rating of CACEIS is A+ (2024: A+). The credit rating of CACEIS was reviewed at the time of appointment and is reviewed on a regular basis by the Investment Manager and/or the Board. The Investment Manager monitors the Company's exposure to its counterparties on a regular basis and trades in equities are performed on a delivery versus payment basis. Impairment assessment based on an expected credit loss model is not considered material to the Company. The Company's assets are segregated from those of the Depositary or any of its sub-custodians. At 30 November 2025, the Depository held £129,889,000 (2024: £417,790,000) in respect of investments and £5,915,000 (2024: £273,993,000) in respect of cash on behalf of the Company. **(vii) Capital management policies and procedures** The Company considers its capital to consist of its share capital of Ordinary Shares of 1p each, Management Shares of £1 each, and reserves totalling £134,894,000 (2024: £437,300,000) and bank loans payable £nil (2024: £nil). In April 2025, the Board introduced a Zero Discount Policy, enabling shareholders to sell shares at or near NAV on any trading day, replacing the annual redemption facility. The Investment Manager and the Company's Broker monitor the demand for the Company's shares and the Directors review the position at Board meetings Use of distributable reserves is disclosed in the footnote on the Statement of changes in equity on page 61. The principal compliance required by the loan covenants at the year end were: 1. the borrower will not permit the adjusted asset coverage to be less than 3.50 to 1.00; and 2. the borrower will not permit the net asset value to be less than GBP 250,000,000 at any time. **19. POST BALANCE SHEET EVENTS** On 12 February 2026, the Company published a Circular in relation to the proposed appointment of Columbia Threadneedle Investments as investment manager and setting out the details of various arrangements proposed to be implemented by the Company if approved by shareholders at a General Meeting to be convened on 4 March 2026. The principal elements of the Proposals are given on page 3 and the Circular is available on the Company's website www.bellevuehealthcaretrust.com 76 Bellevue Healthcare Trust plc Annual Report and Accounts 2025 Other Information # Alternative Performance Measures ## DISCOUNT The amount, expressed as a percentage, by which the share price is less than the NAV per Ordinary Share. | As at 30 November 2025 | | Page | | | --- | --- | --- | --- | | NAV per Ordinary Share (pence) | **a** | 1 | 146.58 | | Share price (pence) | **b** | 1 | 140.60 | | **Discount** | **(b+a)-1** | | **-4.1%** | ## LEVERAGE An alternative word for "Gearing". Under AIFMD, leverage is any method by which the exposure of an AIF is increased through borrowing of cash or securities or leverage embedded in derivative positions. Under AIFMD, leverage is broadly similar to gearing, but is expressed as a ratio between the assets (excluding borrowings) and the net assets (after taking account of borrowing). Under the gross method, exposure represents the sum of the Company's positions after deduction of cash balances, without taking account of any hedging or netting arrangements. Under the commitment method, exposure is calculated without the deduction of cash balances and after certain hedging and netting positions are offset against each other. ## ONGOING CHARGES A measure, expressed as a percentage of average daily net assets, of the regular, recurring annual costs of running an investment company. | As at 30 November 2025 | | Page | £ | | --- | --- | --- | --- | | Average NAV | **a** | n/a | 253,411,017 | | Annualised expenses | **b** | n/a | 3,393,000 | | **Ongoing charges** | **(b+a)** | | **1.34%** | ## TOTAL RETURN A measure of performance that includes both income and capital returns. This takes into account capital gains and reinvestment of dividends paid out by the Company into the Ordinary Shares of the Company on the ex-dividend date. | As at 30 November 2025 | | Page | Share price | NAV | | --- | --- | --- | --- | --- | | Opening at 1 December 2024 (p) | **a** | n/a | 141.20 | 154.32 | | Closing at 30 November 2025 (p) | **b** | 1 | 140.60 | 146.58 | | Price movement (b+a)-1 | **c** | n/a | -0.4% | -5.0% | | Dividend reinvestment | **d** | n/a | 4.50% | 4.30% | | **Total return** | **(c+d)** | | **4.1%** | **-0.7%** | n/a = not applicable. Bellevue Healthcare Trust plc Annual Report and Accounts 2025 77 ## Glossary American Depositary Receipt or a negotiable certificate issued by a U.S. bank representing a specified number of shares in a foreign “ADR” stock traded on a U.S. exchange. AIC Association of Investment Companies. Alternative Investment Fund or “AIF” an investment vehicle under AIFMD. Under AIFMD (see below) the Company is classified as an AIF. Alternative Investment Fund a European Union directive which came into force on 22 July 2013 and has been implemented in Managers Directive or “AIFMD” the UK and remains in force post BREXIT. Annual General Meeting or “AGM” a meeting held once a year which shareholders can attend and where they can vote on resolutions to be put forward at the meeting and ask Directors questions about the company in which they are invested. Board or Directors the board of Directors of the Company. Business Day any day other than a Saturday, Sunday or public holiday in England and Wales Circular a shareholder document published on 12 February 2026, in relation to the proposed appointment of Columbia Threadneedle Investments, setting out the details of various arrangements proposed to be implemented by the Company (the “Proposals”) and calling a General Meeting on 4 March 2026. Columbia Threadneedle Investments the global asset management group of Ameriprise Financial Company Bellevue Healthcare Trust plc Contract for Difference or CFD a financial instrument, which provides exposure to an underlying equity with the provider financing the cost to the buyer with the buyer receiving the difference of any gain or paying for any loss. CREST the relevant system as defined in the CREST Regulations in respect of which Euroclear is the operator (as defined in the CREST Regulations) in accordance with which securities may be held in uncertificated form Custodian an entity that is appointed to safeguard a company’s assets. Directors the directors of the Company Discount the amount, expressed as a percentage, by which the share price is less than the net asset value per share. The discount is calculated on the closing share price. Depositary under AIFMD the depositary is appointed under a strict liability regime to oversee inter alia, those charged with safekeeping of the Company’s assets and cash monitoring. Dividend income receivable from an investment in shares. Eligible Shareholder a shareholder who is eligible to participate in the Tender Offer (which excludes Restricted Shareholders and any Sanctions Restricted Persons ESG environmental, social and governance. Ex-dividend date the date from which you are not entitled to receive a dividend which has been declared and is due to be paid to shareholders. Financial Conduct Authority or the independent body that regulates the financial services industry in the UK “FCA” Gearing a term used to describe the extent that a portfolio has increased in size as a way to magnify income and capital returns, but which can also magnify losses. A bank loan is a common methodof gearing. Bellevue Healthcare Trust plc Annual Report and Accounts 202578 Other Information Index an independent market tool which is used to compare performance across different investment companies and funds. It quantifies performance of a basket of stocks which is considered to replicate a particular stock market or sector. Investment company a company formed to invest in a diversified portfolio of assets. Investment Trust an investment company which is based in the UK and which meets certain tax conditions which enables it to be exempt from UK corporation tax on its capital gains. The Company is aninvestment trust. Large-Cap a company with a market capitalisation above $10 billion and below $50 billion. Leverage an alternative word for “Gearing”. Under AIFMD, leverage is any method by which the exposure of an AIF is increased through borrowing of cash or securities or leverage embedded in derivative positions. Under AIFMD, leverage is broadly similar to gearing, but is expressed as a ratio between the assets (excluding borrowings) and the net assets (after taking account of borrowing). Under the gross method, exposure represents the sum of the Company’s positions after deduction of cash balances, without taking account of any hedging or netting arrangements. Under the commitment method, exposure is calculated without the deduction of cash balances and after certain hedging and netting positions are offset against each other. Liquidity the extent to which investments can be sold at short notice. Management Shares non-redeemable preference shares of £1.00 each in the capital of the Company. Matching Facility the ability for Incoming Investors to purchase from J.P. Morgan Cazenove Shares successfully tendered pursuant to the Tender Offer, as further described in Part 1 and Part 4 of this document Mega-Cap a company with a market capitalisation above $50 billion. Mid-Cap a company with a market capitalisation between $2 and $10 billion. Net assets an investment company’s assets less its liabilities. Net Asset Value or NAV the net asset value of the Company calculated in accordance with the Articles of the Company and the current accounting policies of the Company Net Asset Value per Share or NAV the Net Asset Value divided by the number of Shares in issue (excluding treasury shares) on the per Share relevant date New Management Agreement the management agreement among the Company and Columbia Threadneedle entered into conditional upon approval by Shareholders of the Proposed Investment Policy OECD the Organisation for Economic Co-operation and Development is an intergovernmental organisation with 38 member countries. Ongoing charges ratio a measure, expressed as a percentage of average net assets, of the regular, recurring annual costs of running an investment company. On-Sale Expenses any incidental costs, including stamp duty or stamp duty reserve tax arising in connection with the sale of On-Sale Shares On-Sale Shares shares tendered pursuant to the Tender Offer which Incoming Investors agree to purchase from J.P.Morgan Cazenove pursuant to the Matching Facility Ordinary Shares the Company’s redeemable Ordinary Shares of 1p each. Proposals the proposals described in Part 1 of the Circular Bellevue Healthcare Trust plc Annual Report and Accounts 2025 79 ### Glossary continued Portfolio a collection of different investments held in order to deliver returns to shareholders and to spreadrisk. Premium the amount, expressed as a percentage, by which the share price is more than the net asset value per share. Redemption Facility the facility of the Company for the redemption of Ordinary Shares as set out in the Articles. Redemption Pool 5.00 p.m. on the last Business Day in November each year (or such other date and/or time as the Directors may determine), on which date holders of Ordinary Shares which have submitted valid Redemption Requests to have their Ordinary Shares redeemed will be considered for redemption at the discretion of the Board. Redemption Request a written notice to the Company to redeem Ordinary Shares in the form from time to time prescribed by the Company. Sanctions Authority each of: (i) the United States government; (ii) the United Nations; (iii) the United Kingdom; (iv) the European Union (or any of its member states); (v) the respective governmental institutions and agencies of any of the foregoing including, without limitation, the Office of Foreign Assets Control of the US Department of Treasury, the United States Department of State, the United States Department of commerce and HM Treasury; or (vi) any other relevant governmental or regulatory authority, institution or agency which administers economic, financial or trade sanctions in any jurisdiction in which the Company carries on business Sanctions Restricted Persons each person or entity: (i) that is organised or resident in a country or territory which is the target of comprehensive country sanctions administered or enforced by any Sanctions Authority; or (ii) that is, or is directly or indirectly owned or controlled by, or acting on behalf or at the discretion of, a person that is, described or designated in (a) the current “Specially Designated Nationals and Blocked Persons” list (which as of the date hereof can be found at: https://sanctionslist. ofac.treas.gov/Home/SdnList; and/or (b) the current “Consolidated list of persons, groups and entities subject to EU financial sanctions” (which as of the date hereof can be found at: https:// data.europa.eu/data/datasets/consolidated-list-of-persons-groups-and-entities-subject- to-eu-financial-sanctions?locale=en); or the current “Consolidated list of financial sanctions targets in the UK” (which as of the date hereof can be found at: https://www.gov.uk/government/ publications/the-uk-sanctions-list); or (iii) that is otherwise the subject of or in violation of any sanctions administered or enforced by any Sanctions Authority, other than solely by virtue of their inclusion in any of the following lists and are not captured in (ii) above: (a) the current “Sectoral Sanctions Identifications” list which as of the date hereof can be found at: https://www.treasury.gov/ofac/downloads/ssi/ssilist.pdf (theSSI List), Annexes 3, 4, 5 and 6 of Council Regulation No. 833/2014, as amended by Council Regulation No.960/2014 (the EU Annexes), or (c) Schedule 2 of The Russia (Sanctions) (EU Exit) Regulations 2019 Share buyback a purchase of a company’s own shares. Shares can either be bought back for cancellation or held in treasury. Bellevue Healthcare Trust plc Annual Report and Accounts 202580 Other Information Share price the price of a share as determined by a relevant stock market. Small cap a company with a market capitalisation less than $2 billion. Strategy has the meaning given to it in Part 1 of the Circular Tender Offer the invitation by J.P. Morgan Cazenove to each Eligible Shareholder to tender up to 100 percent. of the Shares held in its name on the Register on the Record Date, and the acceptance of such tenders by J.P. Morgan Cazenove on the terms and subject to the conditions set out in this document and, in the case of Shares held in certificated form, the Tender Form Tender Price 98 per cent. of the NAV per Share on the Calculation Date, as calculated in accordance with paragraph 3 of Part 5 of the Circular published on 12 February 2026 Total return a measure of performance that takes into account both income and capital returns. This may take into account capital gains, dividends, interests and other realised variables over a given period oftime. Treasury shares a company’s own shares which are available to be sold by a company to raise funds. Volatility a measure of how much a share moves up and down in price over a period of time. Zero Discount Policy the zero discount policy of the Company introduced on 23 April 2025 Bellevue Healthcare Trust plc Annual Report and Accounts 2025 81 ## Directors, Investment Manager ## and Advisers | DIRECTORS | INVESTMENT MANAGER (“AIFM”) | | --- | --- | | Kate Bolsover (Chairman) | Bellevue Asset Management (UK) Limited | | Clare Brady | 32 London Bridge Street | | Josephine Dixon | 24th Floor London | | Sarah MacAulay | SE1 9SG | Professor Tony Young OBE SECRETARY & ADMINISTRATOR | CORPORATE BROKER | NSM Funds (UK) Limited | | --- | --- | | J.P. Morgan Cazenove | 4th Floor, 46-48 James Street | | 25 Bank Street | London | | Canary Wharf | W1U 1EZ | E14 5JP AUDITORS | DEPOSITARY AND CUSTODIAN | Ernst & Young LLP | | --- | --- | | CACEIS Bank, UK Branch Broadwalk House | 25 Churchill Place | | 5 Appold Street | Canary Wharf London | | London | E14 5EY | EC2A 2DA REGISTERED OFFICE | REGISTRAR | 4th Floor, 46-48 James Street | | --- | --- | | MUFG Corporate Market | London | | Central Square | W1U 1EZ | 29 Wellington Street Leeds LEGAL ADVISER LS1 4DL Hogan Lovells LLP Atlantic House | PR ADVISER | Holborn Viaduct | | --- | --- | | Burson Buchanan | London | | Rose Court | EC1A 2FG | 2 Southwark Bridge Road London SE1 9HS COMPANY SECURITY INFORMATION AND IDENTIFICATION CODES WEBSITE www.bellevuehealthcaretrust.com ISIN GB00BZCNLL95 SEDOL BZCNLL9 BLOOMBERG TICKER BBH LDN LEGAL ENTITY IDENTIFIER (LEI) HQ3J3H9YF2UI82 GLOBAL INTERMEDIARY IDENTIFICATION NUMBER (GIIN) VL68MY.99999.SL.826 This document is printed on Experian Satin, : a paper sourced from well managed, ® responsible, FSC certified forests and other controlled sources. The pulp used in this product is bleached using an elemental Designed and chlorine free (ECF) process. printed by perivan.com Bellevue Healthcare Trust plc Annual Report and Accounts 2025 ## www.bellevuehealthcaretrust.com ## Healthcare Trust plc