Annual Report
31 March
## 2026
Hansa Investment Company Limited Annual Report 31 March 2026
We are globally diversified, multi-asset class investors who seek
to identify compelling investment opportunities in long funds,
hedge funds, diversifying funds, direct global equities and private
assets. We operate without being constrained by benchmarks,
but instead seek to conservatively grow capital over time through
investing in a blend of best-in-class public and private equities,
balanced by more defensive all-weather investments.
Long-term, not short-term
In an investment world that is increasingly short-term in nature
and momentum driven, we seek to invest for the longer-term,
playing to our multi-generational roots.
Access to the world’s elite, best-in-class managers
Our long-term outlook, combined with our desire to form lasting
multi-year relationships, makes us an attractive partner to many
of the world’s elite funds, many of which are unavailable to large
institutions and retail investors.
Dare to be different
Rather than seeking to replicate indices we look to identify those
areas of the market which offer attractive upside, with careful
consideration of risks that may incur a permanent impairment
of capital, even if this means being unconventional. Importantly,
we are nimble and act quickly when needed, priding ourselves on
being flexible and independently minded.
Operating outside the bureaucracies of a large institution
By virtue of being a smaller, dedicated fund management group
with significant internal investment, we share an alignment of
interest and, importantly, are not driven by asset gathering for the
sake of profit maximisation.
To see more: www.hansaicl.com
Hansa Investment Company Limited
Registered in Bermuda company number: 54752
ii
OVERVIEW
## Contents
Overview
ii The power of investing differently.
2 Financial summary
3 Chairman’s report
8 Long-term performance
Investment Manager’s Review
10 Investment Manager’s report
29 Private assets exposure: current positioning
30 The portfolio
Strategic Review
34 Investment objective, strategy and performance
37 Shareholder profile
39 Stakeholder engagement
43 Principal risks
Governance
46 The Board of Directors
48 Organisation and objectives
53 Corporate Governance Report
55 Management Engagement Committee Report
56 Directors’ Remuneration Report
60 Nomination Committee Report
61 Report of the Directors
63 Audit Committee Report
Financial Statements
66 Independent auditor’s report
72 Income Statement
73 Balance Sheet
74 Statement of Changes in Equity
75 Cash Flow Statement
76 Notes to the Financial Statements
Additional Information
94 Notice of the Annual General Meeting
97 Investor information
99 Glossary of terms
1
Hansa Investment Company Limited Annual Report 31 March 2026
## Financial summary
As at 31 March 2026

| COMPANY | ORDINARY SHARES | ‘A’ NON-VOTING ORDINARY SHARES |
| --- | --- | --- |
| Net Asset Value (NAV) per share | Share price | Share price |
| 496.0p | 268.0p | 267.0p |
| Total net assets | Discount | Discount |
| £979.6m | 46.0% | 46.2% |

Ten year total return cumulative performance (%)
180
160
140
120
100
80
60
40
20
0
-20
Mar 23Mar 22Mar 21Mar 20Mar 19Mar 18Mar 17Mar 16 Mar 24 Mar 25 Mar 26
NAV Cum Income TR Ordinary Share price TR ‘A’ non-voting Ordinary Share price TR
Geographic exposure (%) Sector exposure (%)

| North America 43.9% | Information Technology 19.7% |
| --- | --- |
| Cash/Liquidity Funds 19.7% | Cash/Liquidity Funds 19.7% |
| Developed Europe ex UK 9.5% | Financials 11.8% |
| Asia Pacific ex Japan 8.7% | Industrials 10.9% |
| Diversified 7. 8 % | Health Care 8.2% |
| UK 4.1% | Diversified 7. 8 % |
| Japan 3.7% | Consumer Discretionary 5.4% |
| Middle East & Africa 1.3% | Communications Services 4.8% |
| Latin America 0.7% | Materials 4.4% |
| Emerging Europe 0.6% | Energy 2.8% |

Consumer Staples 2.2%
Real Estate 1.5%
Utilities 0.8%
2
OVERVIEW
## Chairman’s report
## Dear Shareholder
Jonathan Davie
Chairman

| Introduction | There has been an increase in the discount | Investment Policy |
| --- | --- | --- |
| I should like to welcome all our shareholders | from 38.8% to 46.0% for the Ordinary shares | Following the combination, Ocean Wilsons |
| to the enlarged Hansa Investment Company | and from 43.5% to 46.2% for the ‘A’ Ordinary | is now a 100% owned subsidiary of the |
| Limited (HICL, “the Company”) after | shares as at 31 March 2026, despite the | Company with its net assets now managed |
| the successful combination of HICL and | portfolio being predominantly comprised | as part of the Company’s wider portfolio. |
| Ocean Wilsons Holdings Limited (OWHL, | of highly liquid assets. However, at the time | Therefore, following the conclusion of the |
| “Ocean Wilsons”). | of signing of the Annual Report, the share | combination, the Company’s Investment |
|  | prices have increased to 327.0p and 321.0p | Policy has been updated to remove |

I believe that a combination of cost
and the discounts have reduced to 39.9% references to Ocean Wilsons. The Board
reductions and share buybacks will enhance
considered such amendments to be
and 41.0% respectively.
shareholder returns over the longer term.
non-material and an implicit result of the
More details about our results and longer- transaction. The details of the investment
A busy year term performance can be found on page
policy can be found on page 34.
As you will surmise, and as I have 2 as well as our Investment Manager’s
mentioned in my two recent reports to detailed review of markets, portfolio
Capital allocation, share buyback
shareholders, the Company had been performance and investment outlook on
and dividend policies
engaged in discussions with Ocean Wilsons
page 9. As set out in the combination documents,
throughout 2025 to discuss the merits of
the Board intended to pursue an annual
the combining of the two companies. This Strategy
capital allocation share buyback of between

| ultimately led to a proposed combination | The Company’s Investment Manager and, | 2% and 4% per annum. In the period |
| --- | --- | --- |
| of the two entities being presented to the | in particular, Alec Letchfield and his team | between the completion of the combination |
| shareholders of both companies in August |  | on 10 December 2025 and 31 March 2026, |

at Hansa Capital Partners LLP (HCP, “the
2025. I am pleased to say the proposals HICL bought back and cancelled 910,850
Investment Advisor”), supported by the
received significant shareholder support, Ordinary shares and 6,365,000 ‘A’ Ordinary
Board have continued with their strategy
with the transaction finally completing shares for a total cost of £19.8m, which
of diversification, both as to geographic
on 10 December 2025. Full details of the represents 3.6% of the shares in issue
spread and investment styles, with a strong
transaction can be found on our Company’s immediately post the combination. This
emphasis on retaining top class investment
website and I will raise key elements of the represents 5.3% of the ‘free-float’ if you
managers whilst seeking new opportunities.
transaction throughout this Annual Report. exclude the long-term shareholdings of the
The Board and the Investment Advisor
wider Salomon family. The total number
agreed a strategy as to the timing and
Shareholder returns of shares in issue at 31 March 2026 were
categories of investments to be added
As a result of the combination and pleasing 67,353,610 Ordinary shares and 130,163,920
resulting from the £331.8m received
investment returns, HICL has increased ‘A’ Ordinary shares. Since our year end we
from Ocean Wilsons at the time of the
Net Asset Value by nearly 30% from 384.2p have continued to deliver on the buy-back
combination. Approximately £19.8m of the
per share at 31 March 2025 to 496.0p per plan and have bought and cancelled an
proceeds have been utilised for buying in
share at 31 March 2026. This has coincided additional 2,187,500 of ‘A’ Ordinary shares
the Company’s shares during the financial
with an increase in the share price from for a cost of £6.7m.
year. Further details are contained in the
235.0p to 268.0p for the Ordinary shares and
Investment Manager’s report. On the matter of the dividend, the Board,
from 217.0p to 267.0p for the ‘A’ Ordinary
as set out in the combination documents,
shares over the same period. In addition,
would only pay a dividend to the extent
HICL shareholders also received a 0.8p per
required to ensure HICL is not treated
share dividend in June 2025 which was the
as a non-mainstream pooled investment
fourth interim dividend for the year to 31
vehicle (NMPI). During 2025, and prior to
March 2025.
the completion of the combination, HICL
3
Hansa Investment Company Limited Annual Report 31 March 2026
received increased dividends, mainly from Cost/benefits of the transaction
Ocean Wilsons created by the Wilson The combination of the Company with
Sons’ sale terms. The sale, which ultimately Ocean Wilsons is predicted to deliver many
led to the combination of HICL and benefits for shareholders resulting from
Ocean Wilsons, was subject to required the scale and liquidity of the new, much
regulatory approval from several Brazilian larger, portfolio and the simplification
government authorities. The terms of the of its investment group structure. As a
sale necessitated a flexible timetable for result of the consolidation, the Board
the granting of these regulatory approvals. renegotiated a new management fee
During that time, operational profits of structure incorporating a stepped fee based
Wilson Sons would belong to its original on Assets Under Management (AUM),
shareholders, resulting in Ocean Wilsons as well as removing the performance fee
receiving several additional substantial mechanism that was part of the Ocean
## The Company’s

|  | dividends which it, in turn, distributed to | Wilsons legacy investment management |
| --- | --- | --- |
| Ordinary shares entered | its shareholders (dividends received for | agreement. The result is that, whilst |
|  | the year to 31 March 2026: £12.6m. 2025: | assets under management have increased |
| the FTSE 250 with effect | £6.3m). The outcome was that, during the |  |

by approximately 50%, investment
financial year, HICL received more dividend management fees have only increased by
## from 22 June 2026,
income than it incurred in the £4.2m total around 10%.
of professional fees and other related costs
## reflecting the growth in
The most recent annualised combined
of the combination with Ocean Wilsons. In
costs for Ocean Wilsons and HICL
## the Company’s market order to be not treated as a NMPI vehicle,
prior to the combination, and excluding
it is necessary for HICL to pay 2p per share
## capitalisation following Management fees and combination costs,
by way of an interim dividend which will be
were approximately £5m. The budget for
announced at the time of these results.
## the combination with the year to 31 March 2027 is £2.7m. The net
The Board will continue to review annualised saving predicted is £2.3m.
## Ocean Wilsons.
our dividend and capital allocation
policies annually. FATCA/CRS
Readers of many of my previous statements

| FTSE 250 promotion | will recognise this topic but I am conscious |
| --- | --- |
| The Company’s Ordinary shares entered | that our Company has a significant number |
| the FTSE 250 with effect from 22 June 2026, | of new shareholders as a result of our |
| reflecting the growth in the Company’s | combination. As a Bermudan incorporated |
| market capitalisation following the | Investment Company, HICL is required |
| combination with Ocean Wilsons, which | to comply with Bermuda’s specific laws |
| currently stands in excess of £600m. This is | relating to FATCA and CRS annual filings. |
| a positive development, raising the profile | For the Company to be compliant with |
| of the Company with the potential to | these rules, it must have a record of the |
| enhance the liquidity in the shares. For the | tax residency for each direct certificated |
| sake of clarity, only the Ordinary shares are | shareholder verified by the individual |
| part of the index; it does not include the | shareholder themselves. In a continuing |
| Company’s ‘A’ non-voting Ordinary shares. | effort to comply with these regulations, |

the Company continues to use its powers
Marketing within its Amended and Restated Byelaws
Following the combination with to require shareholders to supply it with the
Ocean Wilsons we have engaged in a relevant information. Accordingly, notices
comprehensive marketing campaign. With continue to be served to shareholders who
the help of Kepler Partners, we are seeking are missing self-certification data. For
to highlight the significant progress we have former shareholders of Ocean Wilsons, this
made in both simplifying the investment may well be the first time you have received
offering and the compelling investment such a notice. If you have received such
story that we have to tell. This is a long- notification, it is imperative you contact the
term journey, but through a combination Company’s Registrar without delay. Please
of written communication and speaking note that this only affects shareholders in
to our shareholder base, both existing and our Company who hold their shares directly
new, we hope to highlight the attractiveness in their own names. If your shares are held
of our investment offering. through a nominee, then it is their details
that appear in the FATCA & CRS filings.
4
OVERVIEW
## The Hanseatic Group has continued to be a
## signatory to the UN PRI, the UN-supported
## initiative which aims to promote ESG factors
## within investment decision-making.

| Asset reunification | the combination. As a result, Georgeson | I am also pleased to report that HICL |
| --- | --- | --- |
| As a result of our work with the FATCA | is now actively reaching out to those | has renewed its partnership with the |
| and CRS compliance project, it became | shareholders, in addition to the few | Blue Marine Foundation, making |
| apparent that a number of shareholders | ‘original’ HICL shareholders, who remain | another annual donation to support |
| had lost contact with the Company. | uncontactable but, for whom, avenues of | their marine conservation efforts which |
| This was, in part, due to the age of the | investigation remain. The Board would | focus on securing Marine Protected |
| Company’s register with the original UK | far rather that Georgeson is successful | Areas, tackling overfishing and restoring |
| limited company having been formed in | in its work, reuniting shareholders with | vulnerable and threatened habitats. |
| 1912. The Asset Reunification project was | their shareholdings, but this need also | More information on their projects and |
| started to re-establish contact, if possible, | must be balanced with the Company’s | impact can be found on Blue Marine’s own |
| with shareholders or their heirs. For those | responsibilities under the FATCA & | website: www.bluemarinefoundation.com. |
| who could not be found, the project | CRS legislations. |  |
| enabled the Company to return those |  | Key Performance Indicators |

In accordance with the Company’s
dormant shareholdings to the market. (KPIs)
Bye-Laws 425,270 shares owned by
It also returned the net sale proceeds to The Board has recently reviewed and
uncontactable shareholders have been sold
the Company and, importantly, improved implemented some changes to its Key
in the market. Together with any unclaimed
compliance with FATCA/CRS legislation Performance Indicators (KPIs) with those
dividends, this has returned circa £1.1m to
benefiting the existing shareholders. The changes becoming effective from 1 April
the Company.

| asset reunification research work was |  | 2026. This reflects the desire to ensure that |
| --- | --- | --- |
| carried out by Georgeson, a member of the | If you have received such a notice, it is | the KPIs remain relevant to the way the |
| Computershare group. | imperative you contact Georgeson or the | portfolio is invested and should be seen as |
|  | Company’s Registrar ahead of the deadline. | an evolution of the current KPIs to reflect |

To date, following Georgeson’s work,
As with the FATCA & CRS filings project, the increasingly global nature in which the
14 shareholders owning 328,528 shares
this only directly affects shareholders who Company’s assets are managed.
across both share classes have been
hold shares in our Company directly in their
reunited with their shareholdings As a reminder, the Board does not believe
own name. Unfortunately, we cannot carry
along with any unclaimed dividends. in a single, all encompassing, benchmark.
out a similar exercise for shareholders that
Georgeson also advised the Board of Such benchmarks often create short-
hold our shares through platforms and we
a number of shareholders it has been termism and a gravitational effect as the
must trust that the platforms themselves
unable to trace. The Board had considered Investment Manager trends towards the
have similar processes to re-establish
those untraceable shareholders for composition of the benchmark. Instead, the
contact with inactive accounts.
their eligibility to the Company’s share Board seeks to measure the performance of
forfeiture process, which sells the shares the Company’s portfolio against a handful
ESG matters
of untraceable shareholders, returning of carefully selected KPIs to assess whether
The Board remains responsible for the
the net sales proceeds to the Company. the Investment Manager is meeting its role
Company’s ESG policies and we continue
The Company’s Bye-Laws specify how the as long-term multi-asset class investor.
to adopt our Investment Manager’s
process works. For a shareholding to be Details of the KPIs can be found on
Responsible Investing Policy. The Manager
eligible for forfeiture, there are two key page 35.
revised its policy most recently in May 2024
tests to consider during the period of the
to reflect advancements in ESG principles
past six years. Either, that the shareholder Board Composition
and to ensure the policy aligns with
has not claimed a dividend during the six- As a result of our combination with
evolving standards and best practice within
year period, despite at least three having Ocean Wilsons, the HICL Board invited
the industry.
become payable. Or, that the shareholder Christopher Townsend and Andrey
has been uncontactable for at least two The Hanseatic Group has continued to be a Berzins to join the Board as non-executive
calendar years, including the most recent signatory to the UN PRI, the UN-supported directors. I was very pleased that they both
two years of the six-year period. initiative which aims to promote ESG accepted the invitation. Christopher is a
factors within investment decision-making. significant HICL shareholder with shares
For former Ocean Wilsons shareholders,
Following a third application during the held directly and through a family holding
who have joined the register as a result of
summer of 2025, I am pleased to report that company as detailed in the Shareholder
the combination, HICL has ‘inherited’ the
the Manager again received very favourable Profile section on page 37. Christopher
history of those shareholders including
feedback from the UN PRI on its policies. joins as a non-independent director due
those with whom Ocean Wilsons had
to his involvement with the Company’s
lost contact in the years leading up to
5
Hansa Investment Company Limited Annual Report 31 March 2026
Investment Manager. Andrey Berzins Annual General Meeting (AGM)
## The past year has

|  | served on the Board of Ocean Wilsons for | The Company’s AGM will be held on |
| --- | --- | --- |
| been one of the | approximately 12 years, acting as Ocean | Wednesday 5 August 2026 in Bermuda. |
|  | Wilsons’ senior independent director | You will find the Notice of the AGM and |
| most important for | and chair of its audit and risk committee |  |

associated notes starting on page 94 of
during his time on their board. Christopher this Annual Report.
## the Company since
and Andrey bring a wealth of additional
The past year has been one of the most
experience and perspective to the Board.
## its creation. The
important for the Company since its
Full biographies for both are included on
creation. The successful outcome of our
## successful outcome pages 46 and 47.
combination with Ocean Wilsons has
## of our combination As a consequence of the new arrivals, created value for all shareholders and we
the Chairmanship of some of the Board look forward to the future with increased
## with Ocean Wilsons Committees has changed. Simona confidence and clarity. We now have
Heidempergher will continue in her role as a company that has a Net Asset Value
## has created value for
Chairman of the Nominations Committee. exceeding £1bn and with a portfolio of
Richard Lightowler will continue in his investments that many investors could not
## all shareholders and
role as Chairman of the Audit Committee. access themselves. This outcome could not
## we look forward to the Pedro Gonçalves becomes the Chairman of have happened without the wisdom and
the Remuneration Committee and Andrey efforts of both the HICL and Ocean Wilsons
## future with increased Berzins becomes the Chairman of the
Boards and their respective advisers. I
Management and Engagement Committee. should like to express my gratitude to all
## confidence and clarity.
Full reports from these Committees can be of them for their hard work and energy
found later in this Annual Report. over quite a long period of time. Last
and by no means least, to thank you, our
As HICL is now a larger company following
shareholders for your support, patience
the combination, Simona Heidempergher
and encouragement to create the company
has been appointed our new Senior
that we have today. None of this could have
Independent Director.
happened without your support.
Shareholder event
It is our intention to hold our third annual
shareholder event in London on Tuesday
13 October 2026. Details will be announced
nearer the time.
Jonathan Davie
Chairman
7 July 2026
### Register for updates
### To receive the latest news and views on the Company,
### please register at www.hansaicl.com
6
OVERVIEW
7
Hansa Investment Company Limited Annual Report 31 March 2026
## Long-term performance
Ten-year company performance statistics
Net Asset Value

|  |  |  | per share – |  | Share price (mid) Discount/(Premium) |
| --- | --- | --- | --- | --- | --- |
|  | Shareholders’ |  | Ordinary and | Annual |  |
| As at 31 March |  | funds | ‘A’ Ordinary | dividends Ordinary ‘A’ Ordinary Ordinary ‘A’ Ordinary |  |
| 2026 |  | £979.6m 496.0p 2.0p 268.0p 267.0p 46.0% 46.2% |  |  |  |
| 2025 |  | £461.1m 384.2p 3.2p 235.0p 217.0p 38.8% 43.5% |  |  |  |
| 2024 |  | £454.6m 378.8p 3.2p 210.0p 204.0p 44.6% 46.1% |  |  |  |
| 2023 |  | £367.0m 305.8p 3.2p 174.0p 170.5p 43.1% 44.2% |  |  |  |
| 2022 |  | £382.9m 319.1p 3.2p 198.5p 193.0p 37.8% 39.5% |  |  |  |
| 2021 |  | £367.9m 306.6p 3.2p 198.0p 198.5p 35.4% 35.3% |  |  |  |
| 2020 |  | £276.3m 230.2p 3.2p 130.9p 135.5p 43.1% 41.2% |  |  |  |
| 2019 |  | £337.3m 281.1p 3.2p 195.5p 195.0p 30.5% 30.6% |  |  |  |
| 2018 |  | £323.1m 269.3p 3.2p 198.5p 195.5p 26.3% 27.4% |  |  |  |
| 2017 |  | £307.5m 256.3p 3.2p 173.3p 169.6p 32.4% 33.8% |  |  |  |

The table includes information relating to HICL and historic information relating to Hansa Trust. The years ended 2020–2026 notes
HICL information. The historic year ends 2017–2019 all relate to Hansa Trust. So that data is consistent and comparable, the historic
data in columns “Net Asset Value per share”, “Annual dividends” and “Share price (mid)” have been restated to reflect that, as part of the
redomicile of the business of Hansa Trust to HICL in August 2019, HICL issued five times as many shares in each share class of HICL as
there were in Hansa Trust.
Further, on 10 December 2025, the Company combined with Ocean Wilsons under a Scheme of Arrangement (“the Scheme”). The
Scheme transferred the issued share capital of Ocean Wilsons to HICL with new HICL shares being issued to the former Ocean Wilsons
shareholders in a defined exchange ratio of 1.4925 to reflect the fair asset value of Ocean Wilsons compared to HICL at the effective date.
HICL shares were issued in the ratio 1/3 Ordinary to 2/3 ‘A’ Ordinary. Thus, the performance statistics for the year end 31 March 2026
reflect the transaction and account for the significant uplift in shareholders’ funds when compared to the prior year.
The Company’s KPIs can be found further on in the Report.
To 31 March 2026 1 year 3 years 5 years 10 years
Total Return (%)
Ordinary shares 14.5% 59.5% 44.7% 115.4%
‘A’ non-voting Ordinary shares 23.5% 62.3% 44.0% 116.4%
NAV per share 29.4% 65.5% 68.5% 158.6%
8
## Investment
## Manager’s
## Review
9
Hansa Investment Company Limited Annual Report 31 March 2026
## Investment Manager’s report
## The folly of market timing
10
INVESTMENT MANAGER’S REVIEW
## Executive Summary
In a year which has been characterised by a rollercoaster ride in sentiment, the end outcome was one that is
very positive for those investors who blocked out the noise, held their noses and stayed in equity markets.
Despite the initial euphoria post his election, Trump 2.0 appeared to be a different beast to his first
incarnation with a more ideological streak that was intent on taking revenge on any country or person that
he perceived had slighted the US. This ramping up of rhetoric culminated in ‘Liberation Day’ in early April
2025 when Trump announced sweeping tariffs across the globe that were both broader and larger than the
market anticipated.
However, markets subsequently set off on what has been quite an AI and the M7 are the elephants in the room with valuations that
extraordinary run driven by the boom in AI and the Magnificent are undoubtedly high in many cases, but they have been high for
7 (M7), while the Trump Always Chickens Out (TACO) mantra a long time and divesting from them purely on this basis would
continued to hold, with most tariffs negotiated down to more have been incredibly harmful to performance. It is important to
manageable levels (or was this possibly the aim all along?). note that the M7’s earnings have been exceptional and they are, in
Geopolitics has been a feature throughout the year with conflicts our opinion, extraordinary companies. Perhaps a bigger concern
raging in Ukraine, the Middle East and other parts of Africa and is whether they will generate a return on invested capital in AI but
Asia, with Venezuela and Iran the most recent places to join this that is something only time will tell. We are conscious that an AI
ignominious list. Despite this, and Trump’s penchant for policy by bubble may be inflating, but we are inclined to think that we are
social media, markets remained remarkably resilient for most of still on the journey.
the year, before declining in the last month on fears of the Iranian
Whilst the Iranian conflict has lasted longer than many thought
conflict persisting and causing a wider impact on inflation and
it would, it appears we are near a resolution albeit a fragile one at
global trade.
this stage. Nonetheless, we see the situation being resolved and, for
So what does all this mean for the coming year? Clearly there are this reason, we remain pro-markets and, if anything, are inclined
risks and the conflict with Iran led to a worrying spike in energy to lean in when opportunities arise. We are clear-eyed on possible
prices. Should the conflict drag on, and energy prices remain alternative scenarios, however, and remain ready to change course
elevated the impact will be larger, albeit at the moment they are if necessary. We advocate the benefits of portfolio diversification,
manageable for most countries, and markets have been buoyed including by country, style and asset class. Japan, emerging markets
by signs of negotiations taking place with Iran. We had started and Asia are now looking more attractive and we note that outside
to diversify our portfolio away from the US, our traditional happy the US value outperformed growth this year. In our diversifying
hunting ground, to Japan and the emerging markets with some portfolio we have shifted more towards the carry trade and fixed
success but recent events have given us pause for thought. income as real returns have become more attractive. Overall, we
recognise that returns in the coming years are unlikely to be as high
as we have seen in the last three years, with higher volatility and a
meaningful pullback possible, but we will continue to utilise our
key strengths - our time horizon, our multi-asset nature and our
great managers.
11
Hansa Investment Company Limited Annual Report 31 March 2026
Alec Letchfield
Investment Manager
The year in review

| The past financial year, characterised by | case has been built on three key tenets: | market, and generally high valuations, |
| --- | --- | --- |
| twists and turns, was one in which losing | (i) a scale of market which is unprecedented | especially within the M7, shook the market |
| money was, unfortunately, at times all too | versus prior technologies; (ii) the winner | and saw it lurch down. |
| easy. Despite the positive market reaction | takes all; and (iii) a fly-wheel effect whereby |  |

For investors, this period represented
to his re-election, Trump stunned the world the larger you become, the harder it is for
a critical moment in the year. As is the
with his ‘Liberation Day’ in early April, new entrants to enter the market. The threat
norm, events such as these provide fuel to
both with the size and breadth of his tariff from Chinese AI groups, such as DeepSeek,
the bears who trumpet their arguments
programme. Few escaped his aim and, most which had earlier claimed to have developed
and scare investors out of markets.
worryingly, Trump seemed to have found an AI model that was both much cheaper to
Journalists, who recognise that bad news
conviction with an apparent acceptance develop and delivered comparable results to
sells newspapers, market commentators,
that recession and volatility were prices those generated by the M7 Large Language
who need to say something to justify their
worth paying to achieve his aim of resetting Models, was a lightning strike to previously
existence and the perennial bears lurch
the world order which he perceived had held wisdom on AI.
into action and amplify the worst-case
taken advantage of the US.

|  | The combination of a feared recession | scenarios. Invariably the arguments are |
| --- | --- | --- |
| Trump’s actions coincided with a setback in | caused by a possible trade war, an attack | based on genuine points but unfortunately |
| the other major pillar holding up markets, | on the fundamentals of the M7, which | nine times out of ten incorrectly encourage |
| Artificial Intelligence. The AI investment | accounted for about 35% of the US stock | investors out of markets and, worse, often |

Chart 1: The story of the last 12 months – a year characterised by twists and turns
125
US and Israel strike Iran
Fed cuts rates by 25 bps Fed cuts rates by 25 bps
120
Tricolor files for Chapter 7 bankruptcy
115
Liberation Day Supreme Court rules against
Trump signs OBBBA into law
Trump tariffs & Citrini Research
report on AI threat to SaaS
110

| Trump posts "THIS IS A |  | US Government shutdown ends but fading |  |
| --- | --- | --- | --- |
| GREAT TIME TO BUY!!!DJT" | Fed cuts rates by 25 bps | rate cut expectations and concerns over AI | Brent crude goes |
|  |  | valuations temper sentiment | above $100 |

105
First Brands files for
Chapter 11 bankruptcy
100
Indexed GBP Performance
US Government
shutdown begins
95
House Passage of OBBBA
90
The market was down almost 10%
year-to-date after Liberation Day
85
Mar 25 Apr 25 May 25 Jun 25 Jul 25 Aug 25 Sep 25 Oct 25 Nov 25 Dec 25 Jan 26 Feb 26
MSCI World Index
Source: Bloomberg
12
Mar 26
INVESTMENT MANAGER’S REVIEW
The bears came out in force calling the market down. They were proved wrong, again.
## Will Donald Trump’s Dimon Says
### Bank of England warns
## ‘liberation day’ tariffs Recession Remains of possible ‘further sharp
## drag the US into a Possibility on correction’ in markets
### after tariff turmoil
## recession? Tariff Fallout
Source: Bloomberg, Financial Times

| result in them being whipsawed as they sell | they had hoped to avoid, and by effectively |
| --- | --- |
| low and then buy high. This again proved to | closing the Strait of Hormuz through which |
| be the case in 2025. | a large proportion of the world’s energy |

supply is transported.
Whilst we understand the arguments
being made, we believe they ignored some Our framework for how to respond to this
key points. First, Trump’s previous term latest market shock can be summarised as:
provided an insight into his game plan.
• No one really knows the end outcome.
Namely, go in hard, make lots of noise,
Whatever an expert’s background, be
but then back down to secure a deal and
## it Middle Eastern politics or military Combining these
to avoid a crash in stock markets and a
knowledge, wars are inherently
recession. Second, the US economy, the
## unpredictable, not least with President guiding principles
heart of global stock markets, was in
Trump involved.
## decent shape. Hence, we simply did not with our long-term
see the recession risks that many saw and, • Historically, it has rarely paid to panic.
## combined with our natural inclination to investment horizon
The wisest course of action has usually
remain fully invested, believed that the best been to do very little and, if anything,
## makes us firmly of
course of action was to sit tight, ride out the lean into periods of weakness.
## volatility and not panic out of markets as the view that now is
• The key actors in this conflict – the US
many did.
under Trump and Iran – both have a
## not the time to sell.

| Going into 2026, geopolitical risks were | vested interest in a quick resolution |
| --- | --- |
| top of our mind, even though for several | and one which enables both sides to |
| decades they were an area that had not | save face. |

given investors much cause for concern.
Combining these guiding principles with
However, Trump’s election heralded a less
our long-term investment horizon made
conventional and highly unpredictable
us firmly of the view that now is not the
leader of the world’s most powerful
time to sell. If anything, we are more
nation (as highlighted by the tariffs issue),
inclined to lean into periods of turmoil
while the rise of China, India and other
and look to switch into those areas which
nations made for a much more complex
are most affected if we feel that the sell-off
geopolitical backdrop.
is unwarranted in the long-term. We do
The unpredictability of this new world acknowledge there is a risk, however, of
order came to a head at the end of February more severe market impacts were the
when the US and Israel launched an attack disruption to Gulf oil supplies to last for a
on Iran. Whilst skirmishes in the Middle protracted period, which we expect would
East are not new, the latest development lead to much higher inflation, sapping
is notable on two fronts. Firstly, the attack consumer demand and stymying the ability
was more than just the conventional of central banks to counteract the impact
mutual bombing of respective military on the broader economy. Such a situation
bases and instead was a determined effort would inevitably lead to recession and an
to achieve regime change in Iran. Initially accompanying bear market. Nonetheless,
this looked to have been a success with the whilst ever watchful, this is not our central
death of the Supreme Leader Ali Khamenei. scenario and even if it were to happen the
Secondly, was the response by the Iranians lack of excesses in the economy, especially
who proceeded to take the unusual step for the consumer and banking sector,
of targeting the broader region’s energy means that such a bear market would likely
supplies, dragging them into a war which be muted by historic standards.
13
Hansa Investment Company Limited Annual Report 31 March 2026
Chart 2: Despite starting and ending with declines, markets have had another year of strong performance
60% Initial falls post- Rebound post- Iran war falls 12 months
Liberation Day Liberation (Mar 2026)
Day Trough
50%
40%
30%
20%
10%
GBP Performance
0%
-10%
-20%

|  | S&P 500 |  | MSCI UK |  |  | S&P 500 |  | MSCI UK |  |  | S&P 500 |  | MSCI UK |  |  | S&P 500 |  | MSCI UK |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| MSCI ACWI |  |  |  | MSCI Japan | MSCI ACWI |  |  |  | MSCI Japan | MSCI ACWI |  |  |  | MSCI Japan | MSCI ACWI |  |  |  | MSCI Japan |
|  |  | MSCI Europe |  |  |  |  | MSCI Europe |  |  |  |  | MSCI Europe |  |  |  |  | MSCI Europe |  |  |
|  |  | MSCI Emerging Markets |  |  |  |  | MSCI Emerging Markets |  |  |  |  | MSCI Emerging Markets |  |  |  |  | MSCI Emerging Markets |  |  |

31 Mar 2025 to Trough (8 Apr 2025) Trough to 28 Feb 2026 28 Feb 2026 to 31 Mar 2026 31 Mar 2025 to 31 Mar 2026
Source: Bloomberg
Despite the market’s decline in the last working through the excess capital seen
month of the financial year, our earlier in prior years and subdued exit markets
gameplan of staying invested proved resulted in another year of sub-public
correct, albeit even we were surprised market performance.
by the strength of the subsequent

| rebound post Trump’s Liberation Day | Investment outlook |
| --- | --- |
| announcement. Often after sharp selloffs it | Despite the roller coaster ride, 2025/26 |
| can take months, if not years, for markets to | was the third year in a row of robust |
| surpass their old highs but this time around | returns. Global markets have now returned |
| the speed and vigour were exceptional | 48.0% over the three years to the end of |
| and ranked amongst the most powerful in | March 2026. |

recent history. From their lows in early April
It is at such times though, when
2025 the US stock market rebounded by
complacency sets in and markets are most
28.2%, the M7 by an impressive 43.1% and
vulnerable to disappointment. With storm
the world market by some 29.1%.
clouds forming on a number of fronts,
investors, quite rightly, may want to pause
Pulling all of this together, what looked
and consider if they should be taking a
to be a sharply down year for markets,
more contrarian stance.
ended up being another year of strong
performance. Unlike prior years, however,
The first risk to consider is geopolitics.
the market strength was spread widely with
Despite our ultimately correct view that
robust performances from Japan, emerging
Trump would step back from his more
markets, frontier markets and Europe,
extreme tariffs last year, unfortunately our
which rose by 22.9%, 26.5%, 31.7% and experience also tells us it is more likely than
16.3%, respectively. not that he will come back for a second
bite at the cherry. Interestingly though, the
Amongst the defensive sectors, gold rose
more he did this in his first term, the more
an impressive 49.4% and silver over 120%.
anaesthetised the market became to the
Within fixed income, US Treasuries gained
announcements, ultimately viewing him
1.1% and global government bonds just
as lacking the stomach for a global trade
0.5%, while credit was slightly stronger,
war. Time will tell. Regarding the Iranian
rising 3.6% for the year.
situation, at the time of writing it appears
Perhaps the biggest disappointment was we have reached a fragile resolution albeit
private equity which, whilst not down, was further negotiations between the parties
more muted. The blend of the sector still will be required and we expect the path
14
INVESTMENT MANAGER’S REVIEW

| ahead to be bumpy. Nonetheless this | The second risk is that the boom in the M7 |
| --- | --- |
| scenario supports our generally pro-risk | and AI related stocks comes to a head. As |
| positioning. Assuming the US economy | we have discussed previously, a number of |
| escapes largely unscathed, we will return | the warning flags that we normally look |
| to a backdrop of healthy growth, loose | for in a bubble are undoubtedly in place. |
| monetary policy (albeit rates perhaps not | Concentration is high, with the M7 now |
| declining as was anticipated at the start of | accounting for 32% of the US market, prices |
| 2026) and supportive fiscal policy. Clearly if | are moving up exponentially in some cases |
| this does not transpire, the conflict restarts | and valuations are high. Most concerning |
| and we remain in a protracted campaign | though is the level of CAPEX in all things |
| where the Iranians successfully disrupt | AI which has reached unprecedented |
| global energy supplies, and persistently | levels. Experience tells us that bubbles |

## From the mobile
higher inflation, the ensuing recession and almost invariably see the misallocation of
the accompanying bear market will become capital which ultimately fails to generate a
## 4G auctions to the

| an ever-more-likely prospect. We will watch | return. From the mobile 4G auctions to the |  |
| --- | --- | --- |
| carefully for such a scenario and we are | investment in cable and railways, bubbles | investment in cable |
| prepared to pivot if necessary. | have a nasty habit of seeing exuberance |  |

## and railways, bubbles
overtake common sense resulting in large
Perhaps more worrying would be any
losses and a prolonged period of reset,
## interference by Trump in the fabric of the have a nasty habit of
culminating in a permanent impairment
US constitution. Be it tinkering with the
## of capital. seeing exuberance
machinations of the US Federal Reserve or
seeking to extend his presidency to a third Worryingly, these risks are occurring at a
## overtake common

| term, this would be far more dangerous | time of rising valuations. Primarily, this is |  |
| --- | --- | --- |
| to global stock markets. The market will | concentrated in the M7, who have seen | sense resulting |
| not take such interferences lightly and | their price-earnings multiples rise to 35x |  |
| they would run the risk that investors | now which in turn has driven the US | in large losses |
| will call into question whether the US | market to 25x, compared to a long-term |  |

## and a prolonged
can be viewed as a safe home for their average of just 17x. Whilst valuations
capital. With the US stock market, dollar typically do not drive markets in the short-
## period of reset.
and Treasuries all heavily dependent on term, they do amplify moves, especially
international investors, such an outcome on the downside. Hence should one of the
could result in a disorderly sell-off, aforementioned risks come to fruition, the
especially given current high valuations. high valuations will likely compound the
We note, however, that the nomination subsequent share price falls.
of Kevin Warsh as the next Fed Chairman
The case then for shifting to a more
was viewed largely positively, with
defensive stance in 2026 seems compelling.
him being a known entity rather than
Possibly, but we would argue not, at least
an uber-dove as some of the other
not yet. Whilst not ignoring the risks
candidates were.
facing markets, there remain a number of
Chart 3: Investment into AI has driven a sharp increase in the technology sector’s Capex/Sales ratio albeit it remains below the levels
seen during the Dotcom bubble
10.0%
9.0%
8.0%
7.0%
11.0%
6.0%
Capex/Sales
5.0%
4.0%
3.0%
2.0%
1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
S&P 500 Technolology Sector: Capex/Sales
Source: Bloomberg
15
Hansa Investment Company Limited Annual Report 31 March 2026
Chart 4: US real GDP growth is expected to remain above peers and at healthy levels
4.0%
3.0%
2.0%
Real GDP Growth
1.0%
0.0%
US UK Euro Area Japan
Source: IMF
important factors that keep us invested at Iranian conflict, which when combined subsequent collapse, it is by no means
this stage. Most importantly, economies with the boost in fiscal policy through the certain where we are in this process. With
remain in good health. Although by no introduction of Trump’s One Big Beautiful potentially unprecedented opportunities for
means all positive, both the corporate and Bill Act (OBBBA) should underpin growth AI to transform the way in which corporates
consumer sectors are in decent shape, which over the coming year. An area to watch and consumers function, it is very possible
should see continued economic expansion. as the year develops, however, is inflation that we are still on the journey. Typically,
Notably, the global Purchasing Managers and the degree to which the rate cuts investors call the tops in markets far too
Index is robust and corporate earnings are have already been priced in by markets. early and then underestimate the downside
expected to rise over the next year. With Unjustifiable rate cuts would have the when they do turn!
recessions and bear markets going hand in potential to reignite inflation, ultimately
Pulling these threads together gives
hand, this major pillar for markets underpins necessitating rate hikes in the future and
a more nuanced picture for the next
our desire to remain risk on. catalysing a recession in the process.
year. Experience tells us that whilst the
Policy is also likely to be supportive. AI also has the potential to surprise on combination of an extended period of
Monetary policy remains loose, albeit with the upside. Whilst we fully expect AI to strong outperformance and rising risks,
rates unlikely to fall as was forecast pre the ultimately culminate in a bubble and undoubtedly increases the probability of
Chart 5: Fiscal policy is also supportive
The One Big Beautiful Bill Act is supportive of US Real GDP Growth
0.10%
0.08%
0.06%
0.04%
Estimated annual increase in
US Real GDP growth due to OBBBA* 0.02%
0.00%
2025-2029 2025-2034
Source: Bloomberg. *Relative to Congressional Budget Office’s January 2025 projections/
16
2023 2024 2025E 2026E
INVESTMENT MANAGER’S REVIEW
Chart 6: It is easy to panic out of markets at the wrong time hence our default position is to be fully invested
14000
12000
2025: Liberation Day
10000
2022: Inflation and aggressive rate hikes
8000
2020: COVID-19 Pandemic
6000
2007: Global Financial Crisis
4000
2000: Dotcom Crash
1987: Black Monday
2000
0
1980 1982 1984 1986 1988 1990 1992 1994 1996 1998 2000 2002 2004 2006 2008 2010 2012 2014 2016 2018 2020 2022 2024
MSCI World Index
Source: Bloomberg
a market pullback, it is more important do, investors almost invariably fail to get long-term investors and the capitalist
to focus on the strength of the broader back into markets. Hence whilst they may foundations of the US economy, such a
economy, do nothing, and ride through any help reduce volatility, they also generate strategy has worked well for us. Despite
volatility which is typically short-term in significantly lower returns than buy and many commentators arguing that the US
nature. Indeed, the temptation to shift to hold strategies over the longer-term. market was overvalued during this period,
a more cautious position is arguably the what they failed to understand was that
largest risk to long-term investors such Portfolio positioning the returns being generated in the US were
as ourselves. What proponents of market Our two core calls over the past decade structurally higher than elsewhere, with
timing and more risk averse strategies, have been to remain fully invested the US economy built around innovation,
fail to tell investors is that such strategies and ensure that our US equity market entrepreneurship and a desire to do
typically leave huge amounts of value on positioning is up to weight. Centred on business versus regions such as Europe
the table. In most cases, the feared risks our belief that equities represent the best which were often anti-business with
fail to come to fruition and, even if they means of preserving spending power for excessive regulation.
Chart 7: The US stock market has consistently outperformed the rest of the world since the Global Financial Crisis
The outperformance of US equities
250 5.0%
has been justified by consistently
higher returns on capital

|  | 200 |  | 4.0% |
| --- | --- | --- | --- |
| 300 |  | 6.0% |  |
|  | 150 |  | 3.0% |
|  | 100 |  | 2.0% |
|  | 50 |  | 1.0% |
|  | 0 |  | 0.0% |

Relative Performance: S&P 500 vs MSCI World ex-US
Relative Return on Capital: S&P 500 vs MSCI World ex-US
-50 -1.0%
2001 2003 2005 2007 2009 2011 2013 2015 2017 2019 2021 2023 2025
Relative Performance: S&P 500 vs MSCI World ex-US (LHS) Relative Return on Capital: S&P 500 vs MSCI World ex-US (RHS)
Indexed GBP Performance
Source: Bloomberg
17
Hansa Investment Company Limited Annual Report 31 March 2026
## Notably, value outperformed growth outside of
## the US in 2025 and we watch carefully for signs
## that this will broaden further in the year ahead.

| Whilst to a large degree these two core | the case and the M7 continues its march |
| --- | --- |
| tenets remain firmly in place, hence our | ever higher, sometimes it is better to sit on |
| desire to remain fully invested and not | the sidelines and let returns pass one by if |
| become bearish on the US like many, we | it helps avoid putting all one’s eggs in the |
| are not ignorant of the risks facing markets. | same basket. |

Instead, we seek to mitigate these risks
Diversifying by factor is another excellent
through the power of diversification. Be it
source of alpha and risk mitigation. Three
at the country level, or by style or factor,
years back we saw an opportunity in
such diversification should help maintain
insurance with many investors exiting the
portfolio returns but also help manage the
market following a protracted period of
growing risks. In particular, at the country
disasters and unusually high losses resulting
level, we are seeing more opportunities
in supernormal returns being on offer.
within the emerging and frontier markets,
Recognising this rare opportunity we sought
Japan and Asia, where the combination
to play it through exposure in our global
of improving fundamentals and more
equities, our direct equity sub-basket and our
attractive valuations make them a fertile
diversifying sleeve. This call has worked well
hunting ground. As ever the outlook for the
and we remain invested albeit, as is always
dollar will likely be key to the success of
the case, we are seeing capital return to the
this call.
sector and expect 2026 to see a reduction in

| Similarly, from a style perspective, whilst | pricing. We still see upside though the best |
| --- | --- |
| growth, through the investment in the M7, | returns are probably now past. More recently |
| has dominated for so long we are starting | we also identified an excellent manager in |
| to see some interesting rotations. Notably, | the shipping sector. Shipping, like insurance, |
| value outperformed growth outside of | tends to be driven by capital investment |
| the US in 2025 and we watch carefully for | and with capital having been sucked out |
| signs that this will broaden further in the | of the sector, our manager has an excellent |
| year ahead. Indeed, even if this fails to be | opportunity set for identifying alpha over |

Chart 8: Value outperformed growth outside of the US in 2025
130
125
120
115
135
110
105
100
Indexed GBP Performance
95
90
85
Jan-2025 Feb-2025 Mar-2025 Apr-2025 May-2025 Jun-2025 Jul-2025 Aug-2025 Sep-2025 Oct-2025 Nov-2025 Dec-2025 Jan-2026 Feb-2026 Mar-2026
Schroder Global Recovery MSCI World Value Index MSCI World Index
Source: Bloomberg
18
INVESTMENT MANAGER’S REVIEW
Chart 9: The shipping sector has relatively low correlation to equities and commodities
Weekly correlation over prior two years of the Bloomberg US 3000 Marine Shipping Index versus various indices
0.8
0.7
0.6
0.5
0.4
0.3
0.2
0.1
2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
MSCI World MSCI Emerging Markets Bloomberg Commodity Index
Source: Bloomberg
the coming few years. We will continue to box, with the additional drag of excessive With the important exit markets showing
look for other diversifying factor exposures fees, versus carry which tends to be more tentative signs of reopening with more
albeit they tend to be opportunistic and consistent in nature. M&A and IPOs taking place in recent
idiosyncratic in nature. months, plus the likely lower returns
Perhaps the area of biggest uncertainty is
from public markets, the outlook appears
More generally in our diversifying sleeve, we within the private markets. Private markets
somewhat better for the year ahead.
continue our rotation out of purer hedge have lagged public markets for a number
fund plays and into carry trades. As interest of years now, as the former saw excessive
Summary
rates rose, overall yields also increased levels of capital enter the sector due to Having navigated the peaks and troughs
to the point where they are now back at the high historic returns on offer and the of the past year, primarily through the
levels where we can achieve positive real scope to leverage returns when interest avoidance of being whipsawed and sticking
returns, something which was not on offer rates were near zero. The last few years to our process, the coming year will
when we first set up our defensive portfolio. represented a period of reset as the excess undoubtedly present its own permutations
This should result in more consistent, capital was digested, some of the tourists and challenges. With the midterm elections
predictable returns in this sleeve with exited the market and the industry adapted in the US taking place later this year, it will
hedge funds often something of a black to operating in a backdrop of higher rates. be interesting to see whether they follow the
Chart 10: A summary of our thoughts on markets
Main View Direction of ExposureAsset Class
Risk on Remain OverweightMarkets Overall
Structurally positive but will be used as a
US Equities
0.9 source of funds to increase diversification
Improving outlook and increasing allocation
Rest of World Equities
to increase diversification
More attractive with positive real yields. We
Diversifying Assets have increased our exposure via dynamic
managers
19
Hansa Investment Company Limited Annual Report 31 March 2026

| normal trend of neutering some of Trump’s | The Company’s Ordinary share price rose |
| --- | --- |
| powers, or if this leads to him becoming even | 14.5% over the financial year, while the |
| more radical and bold in his actions. Even | A shares gained 23.5%. The combined |
| more important though, will be the outlook | discount of the share price to the NAV sits |
| for interest rates and the broader economy. | at 46.1% as at 31 March 2026. |

Monetary policy is currently in limbo with
In accordance with the Board’s previous
Fed Governor, Jay Powell, handing the baton
decision regarding the deployment of the
to new governor, Kevin Warsh. Whilst not as
Wilson Sons cash in the portfolio, the first
radical as many, it is still unclear if Warsh will
tranche of cash was invested at the start of
yield to pressure from Trump to lower rates,
2026 and the second tranche was executed
adding fuel to an already expanding economy
at the end of March, with some trades
and potentially laying the foundations for
running into the beginning of April. At this
the next rate rising cycle. This is probably
stage, two further tranches are planned
an issue for 2027 onwards but the likely
later this year. The first tranche was
resultant recession, especially if combined
invested across the whole portfolio, with
with the popping of the AI bubble, will be the
the opportunity taken to rebalance many
point at which we will have to consider our
of the portfolio’s fund exposures, while the
naturally risk-on stance.
second tranche was largely invested pro-
Hence, we retain our pro-market approach rata across the portfolio.
as we enter the new financial year albeit
we acknowledge that returns are likely to Country and Thematic Funds
## The Company
be somewhat lower due to high starting The holdings in the Country and Thematic
valuations, with a meaningful pullback Fund sleeve returned 18.2% over the
## delivered a very strong
certainly a possibility in view of the financial year. Unusually for recent years,
## NAV gain over the challenges faced and following the third the US market lagged many other markets
successive calendar year of double-digit and the strongest performers came from
## financial year, with a
returns. This, though, is where the virtues holdings in regions such as Japan, Europe
of a long-term, multi-asset portfolio such as and emerging markets. There were also
## total return of 29.4%.
ours come to the fore. Our investments with notable strong performers among the
world-class managers, who have typically Thematic holdings in areas including
lived through many different investment technology, healthcare and shipping.
cycles, should stand us in good stead for the
There was strong performance from
year ahead.
holdings in the Global Developed bucket,
with the value fund Schroder Global
Portfolio review and activity
Recovery being particularly strong with
The Company delivered a very strong NAV
an annual performance of 24.4%. We
gain over the financial year, with a total
added this fund in late 2022 to increase
return of 29.4%. The successful combination
diversification in the portfolio at a time
of the Company with Ocean Wilsons, which
when value investing had been out of
was finalised in December 2025, contributed
vogue for many years. The fund has done
significantly to this performance, but
very well over the past year whilst having a
even excluding OWHL the return was
differentiated portfolio, with a significant
an impressive 17.1%. Global equities, as
underweight to North America (c30%)
measured by the MSCI ACWI NR GBP Index
and almost no exposure to IT. Instead,
were up 17.2% over the year, while the equal
the fund has diverse exposures to other
weighted version was up 16.9%. The other
themes such as Japan, high quality German
two KPIs delivered returns over the last year
industrials, inexpensive defensives and
of 2.5% for the FTSE UK Gilts All Stocks
corporate turnarounds. Some of the biggest
TR Index and 3.3% for UK CPI. Notably, the
contributors to performance in the quarter
portfolio’s return was strongly ahead of the
included Rohm (Japanese electronics), GSK,
traditional equal weighted 60:40 portfolio
Vodafone, Repsol (Spanish oil and gas) and
(represented by the MSCI ACWI NR GBP
LyondellBasell (US manufacturer of plastic,
Equal Weighted and the FTSE All Stocks
chemical and fuel products).
Gilts TR GBP) which gained 11.1% over

| the year. Over both three and five years the | The three Japanese holdings delivered |
| --- | --- |
| portfolio has beaten both global equities | strong returns, led by Simplex Value Up |
| and the 60:40 portfolio. Over three years | Trust gaining 29.5% over the year, albeit |

Schroder Global Recovery was a strong

| Global Developed performer. Biopharma | the portfolio has returned 18.3% p.a., ahead | this figure uses a February price. Arcus |
| --- | --- | --- |
| specialist GSK was a key holding, | of the 14.0% p.a. return of the MSCI ACWI | Japan Fund and Alma Eikoh Japan |
| reporting growth in sales, core operating | Index and the traditional 60:40 portfolio, | Large Cap returned 21.4% and 18.9%, |
| profit and earnings driven by its Specialty | whether using the market-weighted | respectively, for the year. The three funds |
| Medicines group. | equity index (8.5%) or the equal-weighted | have all performed well against a backdrop |
| Photo courtesy of GSK. | version (4.9%). | of an improving Japanese corporate sector, |

20
INVESTMENT MANAGER’S REVIEW
21
Hansa Investment Company Limited Annual Report 31 March 2026
22
INVESTMENT MANAGER’S REVIEW

| with continuing signs of better corporate | underweight in software, both of which |
| --- | --- |
| governance indicated by M&A activity | have contributed to relative returns. Over |
| reaching record levels and share buybacks | the last year the fund has benefited from |
| in 2025 comfortably beating 2024’s record | a broad focus on AI enablers such as |
| of Y17.5tn. The election of Sanae Takaichi | networking, storage, optical, components |
| as Prime Minister in October was greeted | and memory, and more recently an |
| positively by markets in expectation of | expansion into wider AI infrastructure |
| her stimulatory policies. The Arcus fund | such as data centre power and cooling. The |
| demonstrated good stock selection with | manager believes that the continued flow |
| top contributors including Sumitomo | of positive AI-related data supports their |
| Metal Mining and Ibiden. Ibiden is the lead | pro-AI portfolio positioning. The wider |
| supplier of advanced packaging substrates | technology sector suffered declines late |
| to Nvidia and has experienced very strong | in the year, but the iShares Expanded |
| demand for AI GPU applications driven by a | Tech Sector ETF nevertheless returned |
| wave of AI related demand. | 27.4% over the year. Within healthcare, |

RA Capital International Healthcare
There were more good returns in emerging
## returned an impressive 68.5% over the Emerging and frontier
and frontier markets as they outperformed
year (albeit using a February price). During
developed markets during the year, with
## the final quarter of the year, the position markets outperformed
Schroder Asian Total Return gaining
in Worldwide Healthcare Trust was
## 25.3%, Redwheel Next Generation developed markets
replaced by Polar Capital Biotechnology
Emerging Markets returning 30.3% and
Fund. The Polar fund has been managed by
## during the year,
BlackRock Frontiers Investment Trust
a very experienced investor since its launch
being up 21.2%, while the iShares Core
in 2013, and in that time has delivered
MSCI Emerging Markets ETF gained
an excellent record of outperforming the
26.8%. The Redwheel fund invests outside
biotechnology index. The recent purchase
of the major BRIC countries and benefited
of Albemarle Shipping Fund has been a
as smaller emerging and frontier markets
very strong contributor in the short time
performed strongly against a backdrop of
it has been held, being up 21.8% since
easing US monetary policy. Commodity-
November 2025, albeit with the latest
producing countries also benefited from
price being end February. We believe the
record precious and industrial metals
constrained supply and strong demand
prices, which helped holdings such as
in the sector is likely to provide plentiful
Hochschild Mining (gold and silver) and the
opportunities for the specialist manager
Chilean lithium miner Sociedad Quimica
to add value. The fund has made most of
y Minera.
its recent gains from net long positions in

| In Europe, the passive holding in iShares | tankers as spot freight rates rose to all-time |
| --- | --- |
| Core MSCI Europe UCITS ETF rose | highs, although the manager has been |
| 16.7% over the year, while Helikon Long | reducing its exposure here given the strong |
| Short Equity Fund continued its excellent | run up in prices. |

performance with a gain of 55.3%. The

| Helikon fund operates a concentrated | Direct Global Equities |
| --- | --- |
| portfolio, taking large positions when | The global equities sleeve, which is |
| the manager identifies attractive | intended to give direct access to a |
| opportunities. During the year the fund | differentiated group of companies |
| has held long positions in gold miners | selected for the quality of their underlying |
| (such as Endeavour Mining Corporation, | businesses with a keen eye on valuation, |
| Artemis Gold and DPM Metals) which | rose a strong 32% over the past year. The |
| have been among its largest contributors | biggest contributors over the past year |
| to performance as the companies have | were Interactive Brokers, Subsea 7 and |
| benefited from the rising price of gold and | Glencore. The biggest detractors were |
| significantly increased revenues. Dalata | Orion, CTT and Bergman & Beving. |

Hotels, an Irish hotel group, was another
Over the past 12 months, returns have
successful investment this year, with the
come not from chasing crowded market
manager using its position to encourage an
favourites, but from owning good
acquisition by Pandox and Eiendomsspar,
businesses at sensible prices and allowing
which closed in mid-November.
fundamentals to do the work. That remains
In emerging and frontier markets,

| There were strong performances from | our approach. We continue to focus on | BlackRock Frontiers Investment Trust was |
| --- | --- | --- |
| many of the Thematic holdings. The | underappreciated companies with aligned | up 21.2% over the period. United Arab |
| Polar Capital Global Technology Fund | management, strong balance sheets and | Emirates real estate developer Emaar |
| delivered a very strong gain of 81.3% over | clear long-term value creation, bought with | Properties was the company’s largest |
| the year. The fund has a large underweight | a margin of safety. Much of that opportunity | investment at year end. |
| position in the M7 stocks and a significant | remains in less fashionable parts of | Photo courtesy of Emaar Properties |

23
Hansa Investment Company Limited Annual Report 31 March 2026
the market, particularly “old economy” Ayala Corporation. We sold our positions
businesses, where years of underinvestment in Coats, EXOR and Orion, and received
have improved the outlook for the survivors. the cash proceeds from the takeover of
Grupo Catalana Occidente.
That helps explain why we continue to find
value in areas such as energy, industrials,
Diversifying Funds
## Looking ahead, we insurance and logistics and we are yet to
There was good performance from the
find any value in technology shares. We
## remain optimistic, holdings in the Diversifying sleeve, which
are also finding more opportunities in
returned 7.3% over one year. The sleeve
markets outside the US, including Sweden,
## even in an uncertain
has performed very well since its inception
the Philippines and, increasingly, the UK.
in June 2016, especially when compared
## world. The portfolio In each case, we are looking for businesses
to government bonds, the traditional
where operational progress is still not
## is broader and defensive component of multi-asset
reflected in the share price. These are not
portfolios. Since that date the sleeve has
companies that require heroic assumptions,
## more resilient than returned 58.1%, while the FTSE Gilts All
but businesses where pessimism is already
Stocks Index has fallen by 7.6%.
## a year ago and well embedded in the valuation. In some
cases, the market has begun to recognise Among the best performers in this sleeve
## still attractively that value, and the “HALO” trade, heavy
this year were the two trend-following
asset, low obsolescence, has helped drive a systematic funds, which have been on
## valued even after
re-rating in several of our holdings. a strong run of performance since last
## the strong run. summer. Winton Trend Fund and John
One recent addition is Ayala Corporation,
Street Systematic Fund, which has a
the Philippines’ oldest conglomerate at
greater focus on trading commodities,
192 years old, controlled by the Zobel de
were both up just over 10% over the year.
Ayala family. Through its stakes in listed
BlackRock Systematic Total Alpha Fund,
subsidiaries, it has core interests in banking,
which invests systematically using many
real estate, telecommunications and power
different non-trend-following models,
generation. We believe it is a high-quality
also performed well, being up 11.6% in the
business with a strong record of growth,
year since it was bought in the portfolio.
capital allocation and asset ownership.
The fund runs nine different diversifying
The recent shift in focus toward cash
sub-strategies across market neutral equity
flow generation and asset rationalisation,
and multi-strategy fixed income. There was
together with the appointment of its first
strong performance from the cross-asset
CEO from outside of the family, gives us
macro and mid horizon sub-strategies,
confidence that this progress can continue.
with the former driven primarily by relative
The shares trade at a significant discount
value strategies.
to mark-to-market intrinsic value and if the
underlying holdings were to move closer to
Other strong performers over the year
fair value, the upside could be substantial.
include Nephila Iron Catastrophe
In our base case we believe the business
Fund which gained 22.0%. The fund
trades at 60% of intrinsic value, with a bull
has performed very well in recent years,
case many multiples of the current price.
justifying our decision to invest when we
Looking ahead, we remain optimistic, saw an attractive opportunity, as much
even in an uncertain world. The portfolio capital had withdrawn from the insurance
is broader and more resilient than a year sector following some costly years of
ago and still attractively valued even after insurance payouts.
the strong run. Many of our holdings
There was solid performance from the fixed
remain underfollowed, unfashionable and
income exposures. Apollo Multi-Asset
misunderstood, which is often exactly
Credit Replacement Fund and CQS Credit
where the best long-term opportunities
Multi Asset Fund, which invest similarly
are found. In a market still dominated by
across the credit spectrum but with their
a narrow group of popular winners, we
focuses being on the US and Europe,
are excited to be positioned where price
respectively, produced one-year returns of
discipline, patience and sound capital
6.2% and 4.7%. BioPharma Credit PLC,
allocation still matter most. That conviction
which lends money to biotechnology
is strengthened by the fact that, on average,
companies that need additional capital to
management teams and founders own 28%
either further develop, scale production or
of the shares in our companies.

| In Europe, Helikon Long Short Equity Fund |  | market pre-approved products, delivered an |
| --- | --- | --- |
| gained 55.3%. Gold miner Endeavour Mining | During the year, we added to several | impressive return of 15.4% over the year. |
| Corporation was one of the fund’s largest | existing holdings and initiated new |  |
| contributors to performance. | positions in 4imprint, International | Private Assets |
| Photo courtesy of Endeavour Mining | Petroleum Corporation, Helios Towers, | Now the portfolios have been combined, |
| Corporation. | Bristol Myers, Rosebank Industries and | the private assets weight is around 9%. |

24
INVESTMENT MANAGER’S REVIEW
25
INVESTMENT MANAGER’S REVIEW
26
INVESTMENT MANAGER’S REVIEW
## The core of the Private Assets portfolio
## consists of a number of large buyout managers,
## predominantly in the US and Europe, which has
## been combined with exposures to Asia, venture
## capital and other select areas through time.

| Our strategy here is to commit to high | Europe and North America. The firm was | was bought by EQT in 2022 when the |
| --- | --- | --- |
| quality managers using a core and satellite | originally part of Paribas bank (now part | company rebranded as EQT Asia, with |
| approach. The core of the portfolio consists | of BNP Paribas). It spun out to form an | the BPEA team remaining in place. The |
| of a number of large buyout managers, | independent firm in 2002, and today it is a | firm’s investment strategy has evolved |
| predominantly in the US and Europe, which | partnership with no external shareholders. | since its first fund in 1999 as the market |
| has been combined with exposures to | PAI invests in control buyouts in European | has developed. The early funds invested |
| Asia, venture capital and other select areas | upper middle market companies, | in venture and minority deals, which |
| through time. | focusing on leading brands in their |  |

progressed to mid- and large-cap buyouts
markets. They invest in four core sectors for funds IV and V, while later funds are
During the year new commitments were
(business services, food & consumer, concentrated on large-cap buyout deals. In
made to funds managed by groups we had
general industrials and healthcare), with a their experience, large buyouts have better
existing exposure to: Khosla Ventures (US
particular focus on markets where growth predictability of returns. The portfolio is
Venture Capital), OrbiMed (early-stage
can be sustained through economic and invested in funds VII, VIII and IX of the
biotech), Reverence Capital ( financial
financial market cycles. Its largest offices flagship series, which share an investment
services buyouts) and Gryphon (US lower
are in Paris and London, but with five other strategy of providing exposure to the higher
mid-market buyouts). In addition, just after
offices in Europe and one in New York, rates of economic growth in Asia, while
year-end a commitment was finalised to
Founders Fund Growth IV, one of the very the firm has a very strong network across managing the risks of doing so through
top venture capital managers in the world, corporates and owners in its core sectors.
a well-diversified portfolio. The portfolio
with an exceptionally strong reputation and The portfolio made commitments to PAI’s
is also invested in the newer Mid-Market
a superb track record. We are pleased to be flagship strategy through funds VI, VII
Growth strategy that is designed to invest
able to access this fund, and believe that and VIII.
in the smaller deals that the firm previously
the reputation of the firm should provide it did in its earlier funds.
Some of the portfolio’s Asia exposure
access to the most promising founders and
is provided by Baring Private Equity
highest quality deals.
Asia (BPEA), which was founded in

| One of the portfolio’s core names is PAI | 1997 and is now one of the largest and | Alec Letchfield |
| --- | --- | --- |
| Partners, a leading European private | most experienced private equity groups | Chief Investment Officer |
| equity firm, investing in market-leading | operating across Asia, with over 150 people | Hansa Capital Partners |
| companies and developing these across | across eight Asian offices. The Manager | 7 July 2026 |


| In Direct Global Equities, Helios Towers | During the year, core Private Assets |
| --- | --- |
| was one of a number of new additions. The | holding PAI Partners agreed the sale |
| company operates almost 15,000 mobile | of World Freight Company (WFC), |
| towers providing coverage to more than | one of the world’s largest sales and service |
| 160m people across Tanzania, Senegal, | agents for the global air freight industry. |
| Malawi, Democratic Republic of Congo, | Together with joint owner EQT Group, PAI |
| Ghana, Congo Brazzaville, South Africa, | Partners oversaw a significant expansion |
| Madagascar and Oman. | of WFC’s international footprint. |

Photo courtesy of Helios Towers.
27
27
Hansa Investment Company Limited Annual Report 31 March 2026
28
INVESTMENT MANAGER’S REVIEW
## Private assets exposure: current positioning
As at 31 March 2026
Portfolio allocation (%) Geographic allocation (%)
Private Assets MSCI ACWI
60%
Country 45%
50%
Cash 20%
Thematic 11% 40%
Private Assets 9% 30%
Equities 7%
20%
Diversifying Alternatives 5%
10%
Diversifying Fixed Income 4%
0%
North Developed UK Asia Middle Latin Emerging Japan
America Europe ex Pacific East & America Europe
Commitments by fund size (%) Commitments by fund type (%)
15%
10%
5%
0%
$0 - $250m $250m - $500m - $1bn - $2.5bn - $5bn - $10bn+
Private equity cashflows ($m) Size of commitments ($m)
15
20
5
15
-5
10
5
2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 CYTD
Total Capital Calls Total Return of Capital plus Distributions 0
Net Cash Flow from Private Assets average 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Dealing frequency (%) Current portfolio ($m)
250
Daily 51% 200
Total Invested

| Cash/liquidity funds 20% |  | Capital | Unrealised |
| --- | --- | --- | --- |
|  |  | £140.7m | Investment |
| Monthly 13% | 150 |  |  |

Value

|  | Fixed life | (investment period complete) | 6% |  | £93.0m |  |
| --- | --- | --- | --- | --- | --- | --- |
|  | Quarterly 5% |  |  | 100 |  | Outstanding |
| 20% 25 25 50% 70% |  |  |  |  |  |  |

Commitment
Fixed life (within investment period) 3% Distributed
£47.3m
Cash
Half yearly 1% 50
40% £106.8m
0
30%
Total Invested Capital Current Value Outstanding Commitment
20%
Source: HCP, MSCI. These charts include information relating to HICL and historical information relating to Ocean Wilsons Investments Limited.
-15
10%
-25
29
0%
Buyout Growth Venture Natural Distressed Specia l Private Hybrid
$500m UK $1bn Resources ex Japan $2.5bn Africa Debt $5bn Situations $10bn Debt
Hansa Investment Company Limited Annual Report 31 March 2026

# The portfolio

As at 31 March 2026

|  Investments | Fair value £000 | % of net assets  |
| --- | --- | --- |
|  **Country and Thematic Funds**  |   |   |
|  iShares Core S&P 500 UCITS ETF | 100,432 | 10.3  |
|  Life Cycle US Equity Fund - UCITS | 46,404 | 4.7  |
|  Polar Capital Fund - Global Technology | 30,182 | 3.1  |
|  iShares Core MSCI Europe UCITS ETF | 29,029 | 3.0  |
|  Helikon Long Short Equity Fund ICAV | 26,640 | 2.7  |
|  Schroder ISF Asian Total Return | 23,759 | 2.4  |
|  iShares Expanded Tech Sector ETF | 23,602 | 2.4  |
|  Findlay Park American Fund | 23,093 | 2.4  |
|  Schroder ISF Global Recovery | 21,892 | 2.2  |
|  BlackRock Strategic Equity Hedge Fund | 20,975 | 2.1  |
|  Pershing Square Holdings Ltd | 18,107 | 1.8  |
|  Polar Capital Global Insurance Fund | 17,802 | 1.8  |
|  iShares MSCI EM Asia UCITS ETF | 17,325 | 1.8  |
|  Egerton Long - Short Fund Limited | 15,123 | 1.5  |
|  Select Equity Offshore Ltd | 14,547 | 1.5  |
|  RA Capital International Healthcare Fund | 14,343 | 1.5  |
|  BA Beutel Goodman US Value Fund | 14,240 | 1.5  |
|  Simplex Value Up Trust | 12,862 | 1.3  |
|  Albemarle Shipping Fund | 12,526 | 1.3  |
|  Redwheel Next Generation Emerging Markets Equity Fund | 11,810 | 1.2  |
|  iShares Core EM IMI UCITS ETF | 10,484 | 1.1  |
|  Armistice Capital Offshore Fund Ltd | 10,391 | 1.1  |
|  Alma Eikoh Japan Large Cap Equity Fund | 9,152 | 0.9  |
|  Arcus Japan Fund | 8,905 | 0.9  |
|  Polar Capital Funds PLC - Biotechnology Fund | 8,475 | 0.9  |
|  BlackRock Frontiers Investment Trust PLC | 7,828 | 0.8  |
|  *Holdings below £500k* | 113 | 0.0  |
|   | **550,041** | **56.1**  |
|  **Direct Global Equities**  |   |   |
|  Interactive Brokers Group Inc | 9,340 | 1.0  |
|  Subsea 7 | 6,399 | 0.7  |
|  Arch Capital Group | 6,243 | 0.6  |
|  International Petroleum Corporation | 6,087 | 0.6  |
|  Bergman & Beving | 5,213 | 0.5  |
|  Glencore PLC | 5,174 | 0.5  |
|  Eurowag | 5,099 | 0.5  |
|  CTT Correios de Portugal | 4,795 | 0.5  |
|  CK Hutchison | 4,481 | 0.5  |
|  4imprint | 3,437 | 0.4  |
|  Bristol-Myers Squibb | 3,210 | 0.3  |
|  Helios Towers PLC | 2,691 | 0.3  |
|  Rosebank Industries PLC | 2,449 | 0.3  |
|  Ayala Corp | 1,314 | 0.1  |
|  Qualitas Controladora S.A.B de C.V. | 940 | 0.1  |
|   | **66,872** | **6.8**  |

30
INVESTMENT MANAGER'S REVIEW

|  Investments | Fair value £000 | % of net assets  |
| --- | --- | --- |
|  **Diversifying Assets**  |   |   |
|  Global Event Partners Ltd | 9,446 | 1.0  |
|  Selwood AM - Liquid Credit Strategy | 8,938 | 0.9  |
|  Nephila Iron Catastrophe Fund Ltd | 7,180 | 0.7  |
|  BioPharma Credit PLC | 6,931 | 0.7  |
|  DV4 Ltd^{1} | 6,639 | 0.7  |
|  Apollo Multi-Asset Credit Replacement | 6,586 | 0.7  |
|  CQS Credit Multi Asset Fund | 6,154 | 0.6  |
|  Prana Absolute Return Fund | 5,694 | 0.6  |
|  BlackRock Systematic Total Alpha Fund Ltd | 5,510 | 0.6  |
|  Winton Trend Fund UCITS | 4,233 | 0.4  |
|  Artisan Credit Opportunities Offshore Fund Ltd | 4,215 | 0.4  |
|  John Street Systematic Fund Limited | 3,782 | 0.4  |
|  Hudson Bay International Fund Ltd | 2,960 | 0.3  |
|  Vanguard US Government Bond Index Fund | 2,872 | 0.3  |
|  Lazard Convertible Global | 1,562 | 0.1  |
|  Trium Khartes Fund | 1,440 | 0.1  |
|   | **84,142** | **8.6**  |

# **Private Assets$^{1}$**

|  TA Associates | 8,824 | 0.9  |
| --- | --- | --- |
|  Silver Lake Partners | 8,755 | 0.9  |
|  Stepstone VC Global Partners | 7,112 | 0.7  |
|  KKR Americas | 6,922 | 0.7  |
|  Khosla Ventures | 4,876 | 0.5  |
|  BPEA Private Equity | 4,818 | 0.5  |
|  Reverence Capital Partners | 4,161 | 0.4  |
|  Partners Group | 3,587 | 0.4  |
|  PAI Europe | 3,439 | 0.4  |
|  Mayfield | 3,216 | 0.3  |
|  OrbiMed | 3,112 | 0.3  |
|  Gryphon Partners | 2,867 | 0.3  |
|  Apollo Overseas Partners | 2,454 | 0.3  |
|  Pangaea | 2,451 | 0.3  |
|  Great Point Partners | 2,274 | 0.2  |
|  Five Arrows | 2,270 | 0.2  |
|  Triton | 2,209 | 0.2  |
|  Windjammer | 2,159 | 0.2  |
|  GGV | 1,968 | 0.2  |
|  EQT Mid Market | 1,426 | 0.1  |
|  African Minerals Exploration & Development | 1,252 | 0.1  |
|  TrueBridge Capital Partners | 1,184 | 0.1  |
|  Hony Capital | 1,080 | 0.1  |
|  Gramercy | 946 | 0.1  |
|  African Development Partners | 889 | 0.1  |
|  MCP Private Capital | 877 | 0.1  |
|  Navegar | 849 | 0.1  |
|  China Harvest | 598 | 0.1  |
|  L Capital Asia | 566 | 0.1  |
|  *Holdings below £500k* | 947 | 0.1  |
|   | **88,088** | **9.0**  |

31
Hansa Investment Company Limited Annual Report 31 March 2026

|  Investments | Fair value £000 | % of net assets  |
| --- | --- | --- |
|  Net current assets held within Ocean Wilsons^{1} | 43,527 | 4.5  |
|  **Total investments** | **832,670** | **85.0**  |
|  Net current assets | 146,899 | 15.0  |
|  **Net assets** | **979,569** | **100.0**  |

$^{1}$ The holdings within the Private Assets sleeve, as well as DV4 Ltd. are unlisted Private Equity holdings. As such, their value is estimated as a Level 3 Asset in note 17. All other valuations are either derived from information supplied by listed sources, or from pricing information supplied by third party fund managers.

$^{2}$ The Portfolio Statement is presented on a consolidated basis for the ease of the reader, demonstrating the total exposure to each investment within the portfolio. Following the combination, there is an ongoing process to transfer surplus cash and the legal title of the assets of the former Ocean Wilsons investment portfolio held within the 100% subsidiary entity Ocean Wilsons Investments Limited to HICL. Given the varied nature of those assets, that process is expected to take some time to complete. Full details of the assets held, including in which legal entity, are shown in note 7.3 on page 83.

32
## Strategic
## Review
33
Hansa Investment Company Limited Annual Report 31 March 2026
## Investment objective, strategy and performance
Investment objective
The Company objective is to grow the net assets of the Company over the medium to long-term by investing in a diversified and
multi-strategy portfolio.
Investment policy
The Company seeks to achieve its investment objective by investing in third-party funds, global equities and other international
financial securities. The Company may invest in quoted and unquoted securities, directly or indirectly, including private assets through
commitments to limited partnerships. The portfolio will usually comprise at least 30 investments.
The Company has no set maximum or minimum exposures to any asset class, geography or sector and will seek to achieve an appropriate
spread of risk by investing in a diversified global portfolio of securities and other assets.
Investment restrictions
The Company spreads investment risk by adhering to the following restrictions, calculated at the time of investment (excluding any
investments in treasuries, gilts or money market funds):
• no single fund investment (including closed-ended funds and exchange-traded funds) will represent more than 15% of Gross Assets;
• no single direct investment (excluding funds) will represent more than 10% of Gross Assets; and
• no single direct unquoted investment (excluding funds) will represent more than 5% of Gross Assets.
The Company may invest cash held for working capital purposes and awaiting investment in cash deposits, treasuries, gilts and money
market funds. The Company will not hold more than 20% of its Gross Assets in any single money market fund. The Company will not
invest in derivatives but may hold derivatives for efficient portfolio management and hedging purposes.
No more than 10% of the Company’s Gross Assets at the time of investment may be invested in other listed closed-ended investment
funds listed on the Official List, save that this restriction shall not apply to investments in listed closed-ended investment funds,
which themselves have stated investment policies to invest no more than 15% of their Gross Assets in other listed closed-ended
investment funds.
Borrowing Policy
The Company may, from time to time, use borrowings including for investment purposes. Gearing, represented by borrowings, will not
exceed 25% of the Company’s NAV, calculated at the time of draw down.
Any material change to the Company’s investment policy will require the approval of shareholders by way of an ordinary resolution at a
general meeting and the approval of the Financial Conduct Authority.
Investment strategy
The Manager, engaged by and acting on behalf of the Company, seeks to build a multi-strategy portfolio by selecting investments across
four key investment categories:
• Country/Thematic – investments, typically through third-party funds, selected by the Manager to provide appropriate regional and
thematic exposures.
• Diversifying Assets – investments, typically through third-party funds and directly, that create asset diversification within the portfolio.
• Direct Global Equities – a diversified portfolio of global equities identified by the Manager as having long-term growth potential.
• Private Assets – multi-year investments giving access to investments not available in public markets.
Although the Company has no set maximum or minimum exposures to any asset class, geography or sector, the Board establishes set
guidelines which the Manager adheres to. These can be adjusted by the Board. While the proportion of the portfolio represented by each
of these categories will vary over time, the Board establishes parameters for the Manager, based on its view of the global investment
environment. The Board has set the following guidelines for each category as a percentage of the portfolio:
• Country / Thematic: 0-75%
• Diversifying Assets: 0-40%
• Direct Global Equities: 0-40%
• Private Assets: 0-30%
The Manager has a strong focus on identifying investments with excellent fundamentals, taking a long-term approach to investing, good
alignment and not seeking to replicate a benchmark. These investments range from those sectors benefiting from structurally higher
growth, such as technology, to assets which the Company believes stand on unwarranted discounts to their intrinsic value.
34
STRATEGIC REVIEW
The Board has given the Manager a target to develop a long-term, Private Asset portfolio of circa 20% of the Company’s Net Asset Value.
Given the long-term nature of Private Asset investments, the guideline acknowledges that commitments to Private Assets, the timing of
their associated cash drawdowns, their associated performance and valuation profiles as well as the performance of the other portfolio
sleeves might lead to short to medium-term variance to this target and, thus, the above guideline seeks to reflect this uncertainty. It is not
the wish of the Board that the Manager divests of Private Assets prematurely should the guideline limit be reached. However, if a guideline
limit breach occurs, the Board will be informed and can opine on the specific circumstances.
Borrowing limits
The Board considers whether returns may be enhanced if the Company introduces leverage at appropriate times. The Company has
access to an unsecured lending facility through its Custodian, Banque Lombard Odier & Cie SA (“Lombard Odier”) subject to there being
sufficient value and diversity within the portfolio to meet the lender’s borrowing requirements. The Manager is able to utilise this facility
as required up to the upper limit available. Gearing, represented by borrowings, will not exceed 25% of the Company’s Net Asset Value,
calculated at the time of draw down.
No amounts have been drawn from this facility during the year.
Investment monitoring and key performance indicators
We recognise that measuring the performance of portfolios is essential to both determining if they are meeting their return targets and
the risks taken in achieving these returns. However, we also passionately believe that the benchmarks and/or comparators against which
portfolios are measured should be appropriate for achieving the end objectives, with poorly chosen benchmarks often encouraging short-
term actions which more often than not are damaging to meeting the longer-term aspirations.
It is for this reason we believe it right to adopt a handful of KPIs rather than a single benchmark. As long-term multi-asset class investors
we are seeking to both preserve and grow the real spending power of our capital over time through the dynamic selection of different
countries, assets and sectors. No one benchmark captures this approach and, indeed, the adoption of a single benchmark may result in
the fund deviating from its longer-term goals in the pursuit of short-term returns. We have recently reviewed and implemented some
changes to our KPIs with those changes becoming effective from 1 April 2026. This reflects the desire to ensure that the KPIs remain
relevant to the way the portfolio is invested and should be seen as an evolution of the current KPIs to reflect the increasingly global nature
in which the Company’s assets are managed.
The Board believes that considering the portfolio performance against the following KPIs will provide a more informed understanding of
the performance of the portfolio and if it is meeting its longer-term objectives:
Objective Original KPI Updated KPI Indices Used
Multi-asset class measure - 60:40 equity bond 60% MSCI All Country World Index (both
composite index market cap weighted and equally weighted,
converted to GBP): 40% Bloomberg Global
Treasury Net Total Return Index Unhedged GBP
(Bloomberg: NDUEACWF & M1WDEWGT conv
to GBP:I00023GB)
Long-term capital growth Equity market performance No change MSCI All Country World Index (both market
cap weighted and equally weighted to remove
the distorting effect of the M7) (Bloomberg:
NDUEACWF & M1WDEWGT, converted to GBP)
Growing the spending power Achieve higher returns than Achieve higher returns than Blended 60% US CPI:40% Euro CPI
of money through time inflation (UK) inflation (global) (Bloomberg: CPURNSA & EACPI)
Safe return UK gilts Global Treasuries Bloomberg Global Treasury Net Total Return
Index Unhedged GBP (Bloomberg: I00023GB)
The Board regularly, and at least quarterly, reviews the returns and the performance of the Company with the Manager, including an
analysis using the KPIs.
Additionally, whilst not specifically a KPI, the cost of managing the Company is monitored against the NAV (the costs as a percentage of
NAV is also known as the ‘ongoing annual charges percentage’); and the discount/premium the shares sell at in relation to the NAV are
likewise monitored.
The Board of Directors monitors the returns made in absolute and relative terms against the KPIs established. The comparisons are made
over 1, 3, 5 and 10 year time horizons.
35
Hansa Investment Company Limited Annual Report 31 March 2026
i) Shareholders and Company – total returns
Share price total return to 31 March 2026 1 year 3 years 5 years 10 years
Ordinary shares 14.5% 59.5% 44.7% 115.4%
‘A’ non-voting Ordinary shares 23.5% 62.3% 44.0% 116.4%
Portfolio NAV 29.4% 65.5% 68.5% 158.6%
ii) Discount/premium*
A comparison is made between the (discount)/premium of the Company’s two classes of shares and of the Association of Investment
Companies (AIC) average.
1 year 3 years 5 years 10 years
(Discount)/Premium to 31 March 2026 average average average average
Ordinary shares (39.6%) (40.6%) (39.1%) (35.1%)
‘A’ non-voting Ordinary shares (40.5%) (42.2%) (40.3%) (36.2%)
AIC (4.2%) (6.9%) (7.0%) (5.5%)
Whilst there are investment trusts that exhibit one or more similarities to the Company, the Board does not consider the Company to
have any direct peers.
iii) Key performance indicators*
The following are the KPIs the Board uses to assess the returns of elements of the portfolio and of the Company as a whole.
Performance to 31 March 2026 1 year 3 years 5 years 10 years
NAV per share Total Return 29.4% 65.5% 68.5% 158.6%
Original /
Updated 1 year 3 years 5 years 10 years
Multi-asset class 60:40 MSCI ACWI NR (GBP):Bloomberg Global Treasury NR Unhedged GBP Updated 10.5% 27.3% 34.7% 130.3%
measure
60:40 MSCI ACWI Equal Weighted NR (GBP):Bloomberg Global Treasury NR Unhedged GBP Updated 10.3% 13.7% 13.0% 71.1%
Long-term capital MSCI ACWI NR (GBP) Unchanged 17. 2 % 48.0% 64.3% 214.4%
growth
MSCI ACWI Equal Weighted NR (GBP) Updated 16.9% 25.4% 28.1% 115.8%
Growing the UK CPI Original 3.3% 9.4% 28.9% 40.7%
spending power of

| money through time | 60:40 US CPI:Euro CPI | Updated 3.0% 8.6% 24.1% 35.7% |
| --- | --- | --- |
| Safe return | FTSE UK Gilts All Stocks TR | Original 2.5% 1.3% (19.5%) ( 7. 2% ) |
|  | Bloomberg Global Treasury NR Unhedged GBP | Updated 0.5% (3.8%) (9.8%) 4.0% |

Source: Bloomberg
iv) Ongoing Annual Charges percentage*
To 31 March 2026 1 year 3 years 5 years 10 years
1.1% 1.1% 1.1% 1.1%
The Ongoing Annual Charges percentage is calculated based on the Company’s costs for the year as a percentage of the average NAV for
the period. Only costs which are deemed to be recurring costs related to the operation of the Company are included, as defined by the
AIC. Costs related to the OWHL combination are therefore excluded. Looking forward to the financial year ending 31 March 2027, being
the first full year post-combination, based upon budgeted figures there is an expectation that the Ongoing Annual Charges percentage
will reduce to 1.0%.
The Company continues to produce a Key Information Document (KID) for each of its two share classes based on the Packaged Retail and
Insurance-based Investment Products Regulation (PRIIP). However, as this is no longer a statutory requirement, it is solely for information
purposes and no longer bound by the prescriptive nature of the regulations with regard to how costs are calculated and presented. As
such, the calculation of the costs which are disclosed in the KIDs is now aligned with the table above.
* Note: these are considered to be Alternative Performance Measures. Their definition is included in the Glossary on pages 99 and 100 as is an example of
the calculation behind the Ongoing Annual Charges.
36
STRATEGIC REVIEW

# Shareholder profile

## Capital structure

At 1 April 2025, the Company had 40,000,000 Ordinary shares of 1p (1/3 of the total capital) and 80,000,000 'A' non-voting Ordinary shares of 1p (2/3 of the total capital) each in issue. Following completion of the Company's combination with Ocean Wilsons on 10 December 2025, the Company's new issued share capital was 68,264,460 Ordinary shares of 1p (1/3 of the total capital) and 136,528,920 'A' non-voting Ordinary shares of 1p (2/3 of the total capital) each in issue. As part of the Company's stated Capital Allocation policy, the Company has subsequently bought back a number of its shares across both share classes. Therefore, as at 31 March 2026, the Company's share capital comprised 67,353,610 Ordinary shares of 1p and 130,163,920 'A' non-voting Ordinary shares of 1p each in issue. The Ordinary shareholders are entitled to one vote per Ordinary share held. The 'A' non-voting Ordinary shares do not entitle the holders to vote or receive notice of meetings, but in all other respects they have the same rights as the Company's Ordinary shares. See also Note 11 in the Notes to the Financial Statements.

## Shareholder profile

The Company's shares owned at 31 March 2026 are as follows:

|   | Ordinary shares |   | 'A' non-voting Ordinary shares  |   |
| --- | --- | --- | --- | --- |
|  Institutional and wealth managers | 26,232,086 | 38.95% | 86,403,778 | 66.36%  |
|  Directors | 34,272,871 | 50.88% | 31,962,300 | 24.55%  |
|  Private individuals | 5,134,736 | 7.82% | 11,124,653 | 8.54%  |
|  Other | 1,713,917 | 2.54% | 717,189 | 0.55%  |
|   | **67,353,610** |  | **130,207,920** |   |

## Substantial shareholders

As at 31 March 2026, the Directors were aware of the following interests in the Ordinary shares of the Company, which exceeded 3% of the voting issued share capital of that class.

|   | No. of voting shares | % of voting shares  |
| --- | --- | --- |
|  Victualia Limited Partnership | 16,966,458 | 25.19%  |
|  Nomolas Ltd | 10,347,125 | 15.36%  |
|  Christopher Townsend | 6,029,700 | 8.95%  |

These holdings are correct as of 31 March 2026 and have not changed as at the signing date of these Financial Statements.

Hansa Investment Company traces its origins back to 1912 when the Alto Paraná Development Company was launched to develop forestry in Brazil. Having become an investment trust company in the late-1940s, the Company became closely associated with the Salomon Family, initially through Sir Walter Salomon, whose family trusts became substantial shareholders. The late-1950s also saw the acquisition of a significant shareholding of Ocean Wilsons Holdings Limited through the issuance of the 'A' non-voting Ordinary shares by the Company's predecessor, Hansa Trust. Over the following decades, the Salomon family helped to build the publicly-owned and independently run investment company we know today, with its focus on delivering reliable long-term asset growth for shareholders.

The wider Salomon family remain significant investors in the Company. William Salomon, Sir Walter's son, a director of HICL, Chairman of the Company's Investment Manager and Senior Partner of the Company's Investment Advisor, is interested in 16,966,458 of the shares held by Victualia Limited Partnership, representing 25.2% of the voting share capital. In addition, William Salomon has further interests in the Company's shares; the total interest is detailed in the Directors' Interests section. Christopher Townsend, Sir Walter's grandson, also a director of HICL following the Company's combination with Ocean Wilsons and a Director of the Company's Investment Manager, beneficially owns 16,376,825 of the Company's voting shares held either directly or through Nomolas Ltd, representing 24.3% of the voting share capital.

## Restrictions associated within the share classes

The giving of powers to issue or buy back the Company's shares requires an appropriate resolution to be passed by shareholders. Proposals for the renewal of the Board's powers to buy back shares are set out in the Notice of the Annual General Meeting.

There are: no restrictions concerning the transfer of securities in the Company; no agreements between holders of securities regarding their transfer known to the Company; and no agreements between the Company and its Directors concerning compensation for loss of office. Notwithstanding the foregoing, the Company can require any holder of the Ordinary voting shares to transfer some or all of its shares (or otherwise refuse to register any transfer of shares) to avoid the Company, if the Company were a company which was resident for tax purposes in the UK, being regarded as a 'close company' as defined in s.439 of the UK Corporation Tax Act 2010, to another person whose holding of such shares, in the sole and conclusive determination of the Board, would not cause the Company to be a close

37
Hansa Investment Company Limited Annual Report 31 March 2026

company. Additionally, the Company's Bye-Laws provide for the voting rights of Ordinary shares to be automatically reallocated to other shareholders to prevent the Company becoming a close company.

As at the date of signing of the Annual Financial Statements, there have been no disclosures to the Company of changes of interests under DTR 5.

## Board and management shareholdings

### Directors' Interests

The interests of Directors and their connected parties in the Company at 31 March 2026 are shown below:

|   | Ordinary shares of 1p each |   | 'A' non-voting ordinary shares of 1p each  |   |
| --- | --- | --- | --- | --- |
|  J Davie | 71,118 | 0.11% | 282,236 | 0.22%  |
|  A Berzins | 29,850 | 0.04% | 59,700 | 0.05%  |
|  P Gonçalves | 0 | 0.00% | 17,800 | 0.01%  |
|  S Heidempergher | 6,400 | 0.01% | 12,000 | 0.01%  |
|  W Salomon | 17,788,678 | 26.41% | 16,825,789 | 12.92%  |
|  C Townsend | 16,376,825 | 24.31% | 14,764,775 | 11.34%  |
|  Total | 34,272,871 | 50.88% | 31,962,300 | 24.55%  |

As at the date of signing the Annual Financial Statements, there were no changes to report to the Directors' holdings.

William Salomon and Christopher Townsend are directors of Hanseatic Asset Management LBG, the Company's Investment Manager. William Salomon is also the senior partner of Hansa Capital Partners LLP, the Investment Advisor. During the year, fees payable by the Company to the Investment Management group which includes HAML and HCP amounted to £4,866,000 (including Investment Management and Additional Administrative Services Provider (AASP) functions). During the year, no rights to subscribe for the shares of the Company were granted to, or exercised by Directors, their spouses or infant children.

38
STRATEGIC REVIEW
## Stakeholder engagement
As required by the AIC Code, the Board describes below how the Board has sought to promote the Company for the benefit of
its members, how it has taken into account the likely long-term consequences of decisions and how it fosters relationships with
stakeholders. The Company is an investment company with an appointed Investment Manager. As a result, it has no direct employees or
customers. The Board has identified the Company’s shareholders, its Investment Manager, its Additional Administrative Services Provider
and its other key service providers as its key stakeholders.
STAKEHOLDER INTERACTION
Shareholders The shareholder base is a mixture of private investors, wealth managers and asset managers across both
classes of the Company’s shares. The Board monitors changes in the shareholder base at its Board meetings.
The Company communicates through the publication of Annual and Half-Year Financial Statements,
through detailed quarterly and monthly factsheets, as well as through the Company’s website. The Company
also holds periodic shareholder presentations incorporating presentations by the Board and key service
providers to keep shareholders informed.
The Board seeks to understand the opinions of a wide variety of shareholders. The Company maintains
a dedicated email address for shareholders to contact the Board (HICLenquiry@hansacap.com) and
shareholder correspondence and feedback is a regular item of discussion at Board meetings.
The Company continues to meet shareholders and other interested parties facilitated by its broker, as well
as through direct contact. The Investment Advisor also runs an outreach programme, in conjunction with
an investor relations specialist.
Investors are also kept informed through paid-for editorial pieces and discussion with media organisations.
The Board uses online shareholder presentations to enable shareholders to meet with the Board and
Investment Management group. Whilst the Board believes there is still a place for face-to-face shareholder
updates, the strong attendance at the online events encourages the Board that these online events will
remain a feature of the Company’s shareholder outreach. The next shareholder event is planned for 13
October 2026 as a hybrid online and physical meeting.
Investment Advisor The Board’s main working relationship is with the staff of HCP as the Investment Advisor and the AASP.
and AASP HCP is responsible for the Company’s portfolio construction (including asset allocation, stock and sector
selection in accordance with guidelines established by the Board). It is also responsible for administrative
and operational functions including day-to-day oversight of the other key service providers (Administrators,
Custodians, Registrar and Company Secretarial). Successful management of shareholders’ assets by the
Investment Advisor is crucial to enable the Company to deliver its investment strategy and meet its
objective. The AASP also assists with the preparation of the Annual and Half-Year Financial Statements,
as well as Factsheets and website updates. The Board works closely with the AASP to approve disclosures
made via these publications.
Other key service Key service providers are the Company’s Administrator (Juniper Partners), Custodian (Lombard Odier) and
providers the Registrar (Computershare Investor Services (Bermuda) Limited). Whilst the Board looks to the AASP
to keep a day-to-day oversight of these providers, they are contracted directly to the Company. As such,
the Board retains ultimate responsibility for their roles. The AASP reports regularly on operational matters.
The Board seeks to visit each provider at least annually for a face-to-face meeting to discuss service levels,
operations and future developments.
39
Hansa Investment Company Limited Annual Report 31 March 2026
Main areas of engagement
KEY AREA TOPIC ENGAGEMENT AND OUTCOMES
Investment strategy The Investment Strategy incorporates The Board has engaged with the Investment Manager
and ESG matters appropriate ESG considerations. For clarity, and encouraged them to develop a responsible
the Company does not purport to be a “Green” investment policy. The Board notes that the Hanseatic
fund. However, through its ESG disclosures and Group, is a signatory to the UN PRI. The Board
reporting the actions of its Investment Manager, wholeheartedly supports this policy. See page 49 for
it seeks to give clarity to the processes around further information.
assessing the Environmental, Social and/or
Governance aspects to its investment decisions
and ongoing monitoring.
Discount It is a great frustration to the Board that the The Board is mindful of, and regularly considers, the
management and discount has not tightened significantly over share price compared to the NAV and related discount.
share buybacks the past year. It is also noted that there has been The Board is of the view that providing transparency
general widening of investment trust spreads and clarity to investors, as well as promoting demand
due to market volatility and declining retail for the Company’s shares, should create a positive
participation in the markets. impact on the discount for the medium to longer-
term. To this end, the Board continues to develop the
Company’s branding and communications strategy with
shareholders and potential shareholders alike. The aim
is to enhance and broaden the understanding of the
Company, with the ultimate objective of widening the
shareholder base and deepening the market for shares.
The primary objective of the Company is to generate
a good economic return over the medium to long-
term and create a compelling investment proposition
for private investors, enabling them to gain access to
investments not readily available. This in due course
should increase demand for the Company’s shares. Each
investment company must consider its own particular
circumstances and objectives in assessing what is in
the best interests at any particular point in time for the
company and its shareholders. The Board continues to
focus on the construction of a portfolio to create long-
term value including an allocation to Private Equity.
As disclosed to shareholders as part of the Company’s
announcements to the market ahead of its combination
with OWHL, the Company instituted a Capital
Allocation policy on completion of the combination. In
the period from 10 December 2025 to 31 March 2026,
the Company purchased 7,275,850 shares, representing
3.6% of the Company’s share capital and 5.3% if the long-
term shareholdings linked to members of the Salomon
family are excluded. As disclosed in the Chairman’s
Report to shareholders, the Board plans to continue
with this share buyback policy during the year to 31
March 2027.
The Board, together with the Manager and Kepler
Partners, is developing a marketing strategy to
organically grow the shareholder base and increase
interest in the Company’s shares.
40
STRATEGIC REVIEW
KEY AREA TOPIC ENGAGEMENT AND OUTCOMES
Capital structure
The Company has two separate share classes, The current position of Ordinary and ‘A’ Ordinary share
both of which are traded on the LSE. The classes remains unchanged as the majority of Ordinary
Ordinary shareholders are entitled to one vote shareholders have informed the Board they do not wish
per Ordinary share held. The ‘A’ non-voting to alter the present structure at the present time.
Ordinary shares do not entitle the holders to
vote or receive notice of meetings, but in all
other respects they have the same rights as
the Company’s Ordinary shares. Consideration
has been given to whether the two share
classes could be merged in some way and
this remains a periodic agenda item for the
Board’s consideration.
Dividends

| The Board’s stated policy for the year to 31 | As noted above, the Company has been buying back |
| --- | --- |
| March 2026, was to pause the payment of any | shares regularly since 10 December 2025. In line with |
| dividends until the outcome of the proposed | the stated policy, and as disclosed in the Chairman’s |
| combination with OWHL was known. Further, | Report, it has also been determined that a dividend |
| should the transaction complete, the Board | of 2p per share for the year ended 31 March 2026 is |
| committed to institute a Capital Allocation | required for the Company to avoid being treated as an |
| policy whereby share buybacks of between | NMPI. This interim dividend is announced at the time of |
| 2-4% of the Company’s share capital would | the release of this Annual Report and will be paid on 21 |
| commence. The Company only intended to | August 2026. |

pay dividends to a level necessary to avoid
In future, the Board will keep the Company’s Capital
being treated as a non-mainstream pooled
Allocation and dividend policies under review.
investment vehicle.
Maintaining levels of
The Company does not have direct employees. The independent members of the Board annually
service from service Rather, its operations are conducted by several review the performance of the Investment Manager.
providers key service providers. The Company enters into Additionally, the day-to-day performance of other
service-level agreements with each provider. key service providers (Administrator, Custodian and
The Board oversees these services to ensure Registrar) are monitored by the AASP on behalf of the
best practice is followed and that the Company Board. In addition, there is an annual review of service
is receiving a comprehensive service and value providers' annual Controls Audit Reports. Members of
for money. the Board also visit each key service provider annually
to review performance and understand any changes in
their businesses.
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Hansa Investment Company Limited Annual Report 31 March 2026
Notice period for general meetings
The Company’s Bye-Laws permit that the Company’s general meetings (other than AGMs) may be held on 14 days’ notice.
Annual General Meeting
The Company’s Notice of Annual General Meeting is included in this Report.
Authority to repurchase Ordinary and ‘A’ non-voting Ordinary shares
Resolutions will be proposed at the forthcoming AGM, seeking shareholder approval for the renewal of the authority for the Company
to repurchase its own Ordinary and ‘A’ non-voting Ordinary shares. The Company has introduced a Capital Allocation policy which aims
to enhance shareholder returns over time, principally through the implementation of on-market share buybacks of between 2% and 4%
annually of the issued share capital of the Company.
The Company’s Bye-laws allow the Company, with shareholder approval, to purchase and cancel its own shares from time to time.
Therefore, at the AGM the Company will seek the authority to purchase up to:
• 10,096,306 Ordinary shares (representing 14.99% of the Company’s issued Ordinary share capital, the maximum permitted under the
FCA Listing Rules) at a price:
• not less than 1p per share (the nominal value of each share); and
• not more than:
– 5% above the average of the middle-market quotations for Ordinary shares for the five business days preceding the day of
purchase; or
– where a series of transactions have taken place the higher of the last independent trade and current highest independent bid on
the trading venue where the purchase(s) will be carried out; and
• 19,183,665 ‘A’ non-voting Ordinary shares (representing 14.99% of the Company’s issued ‘A’ non-voting Ordinary share capital, the
maximum permitted under the FCA Listing Rules), at a price:
• not less than 1p per share (the nominal value of each share); and
• not more than:
– 5% above the average of the middle-market quotations for the five business days preceding the day of purchase; or
– where a series of transactions have taken place the higher of the last independent trade and current highest independent bid on
the trading venue where the purchase(s) will be carried out.
The authority being sought, the full text of which can be found in the Notice of Meeting, will last until the date of the next AGM.
The Company is seeking authority to use its realised capital reserve to allow repurchase of shares in the market, in accordance with the
Company’s new Capital Allocation policy. The decision as to whether the Company repurchases any shares will be at the discretion of the
Board. Any shares purchased will be held in treasury or cancelled.
The Directors consider that all the resolutions to be proposed at the forthcoming AGM, as set out in the Notice of AGM, are in the best
interests of shareholders as a whole and unanimously recommend all shareholders to vote in favour. Guidance on how to vote at the AGM
can be found in the notes to the Notice of AGM.
If the Board considers a significant proportion of votes have been cast against a resolution at the AGM, the Company will explain, when
announcing the results of voting, what action it intends to take to understand the reasons behind the results of the vote.
42
STRATEGIC REVIEW
## Principal risks
The Company has risk management processes in place which enables the Board to identify, assess and manage the principal risks faced
by the Company. Consistent with the AIC Code and UK Corporate Governance Code, these risks are considered to have the potential to
threaten the Company’s business model, future performance/returns, solvency, liquidity, reputation, or regulatory status. An integral part
of this process is the maintenance and ongoing evaluation of the Company’s Risk Assessment & Controls (RAC) Matrix, which identifies
both the risks and associated controls operating within the Company and relevant third-party service providers. To ensure emerging
risks are assessed on an ongoing basis, the Board reviews the RAC Matrix at each Board meeting, considering HICL’s current and future
anticipated risk environment. The Board also receives updates at each meeting from the AASP on operational risk matters. Additionally,
as part of the risk management processes, the Company also annually reviews the Custodian, Administrator and Registrar assurance
reports of their internal controls (e.g. AAF 01/06, AAF 01/20, ISAE 3402). The impact of any exceptions are considered by the Board.
Consideration of the Company’s principal risks and uncertainties, is made in the context of the Company’s stated objective of generating
superior, but sustainable, long-term growth in shareholder value. The main risk being that over the long-term (determined as greater
than five years), shareholders do not make a return from investing in the Company. The Company’s closed-ended fund structure is
also considered to be in alignment with its stated objective, especially within extremely volatile market conditions. This is due to the
portfolio not having to be managed and maintained to manage potential significant redemptions or short-term liquidity needs as
open-ended funds would. Additionally, the closed-ended structure can take advantage of less liquid market opportunities as part of its
portfolio holdings.
The principal risks and uncertainties identified and associated controls in place to manage these risks are described below:
PRINCIPAL RISKS – EXTERNAL CONTROLS TO MITIGATE RISKS
Market risk – long‑term The Board:
company share performance • has appointed an appropriate Investment Manager and associated Investment Advisor whose
Market risk includes interest rate, performance for the Company is reviewed and challenged on a quarterly basis;
currency, equity, credit, inflation, • has set investment guidelines and restrictions, which are reported against by the Investment
concentration, liquidity and macro Manager on a monthly basis;
geopolitical risks. • operates an asset allocation model, which is regularly reviewed and discussed with the
Investment Manager; and
• monitors and discusses portfolio construct and performance quarterly.
Performance risk, share The Board:
price, liquidity and discount • regularly reviews the share price, discount level and portfolio performance;
monitoring • maintains periodic oversight on shareholder-base;
Low market trading volumes of • actively seeks feedback both directly from shareholders and indirectly through the Company’s
Company shares and the discount Broker or specific outreach programmes involving the Investment Advisor;
to the NAV becoming inherent in the • has the ability to buy-back shares of the Company; and
share price. • initiates strategies to reduce discount over the medium term including investor outreach and
active marketing campaigns to promote the Company.
Tax, accounting, legal and The Board:
regulatory risks • obtains regular updates and advice from relevant professional advisers;
Adverse outcomes resulting from • maintains oversight and receives regular reporting on the legislative and regulatory changes,
legislative changes to tax, legal and which impact HICL, as monitored by the AASP;
regulatory requirements. Adverse • maintains the Company’s membership with the Association of Investment Companies;
outcomes from not meeting ESG • has adopted the Investment Manager’s responsible investing policy;
expectations. • has set explicit expectations on the integration of ESG considerations within the investment
process;
• continues to develop ESG disclosures in compliance with reporting regulations; and
• receives documented confirmation of the Investment Manager’s adherence to relevant
regulatory requirements and emerging sanction risks.
Reputational risk The Company:
Negative behaviours, publications • requires the annual selection of Board members, all of whom must have a commitment
or market sentiment impacting the to governance;
reputation of the Company. • has direct oversight of the Investment Manager and Advisor;
• communicates with investors and the public in a clear and transparent manner; and
• has set pre-approval procedures for accuracy and reliability of such information.
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Hansa Investment Company Limited Annual Report 31 March 2026
PRINCIPAL RISKS – INTERNAL CONTROLS TO MITIGATE RISKS
Operational risk • Pre-approval processes are in place prior to the publication of any financial information.
Risks associated with process, • Identification and certification of key controls by AASP compliance team.
system and control failures • Due diligence is undertaken prior to appointing all service providers in a process overseen by
including those associated with the Board’s Management Engagement Committee. Regular performance reviews of third-party
the Company’s third-party service providers are made and, where relevant, the Company annually requests independent service
providers. provider assurance reports on the operating effectiveness of their internal controls.
• An overdraft facility provides a contingency for any short-term liquidity shortfall. A pre-approval
Operational areas considered
payment process is in place as part of an overall cash management process.
includes Liquidity, Safeguarding
• An independent Custodian is appointed to safeguard the Company’s assets. This Custodian is
of Assets and Reliability of
bound by regulatory and legal contractual obligations and liabilities. Regular reconciliations
Financial Reporting.
are undertaken to ensure accuracy of records.
Gearing/balance sheet risk • A maximum limit on the overdraft facility is in place.
Risk of over-gearing the balance • Any increase in overdraft or credit facility requires Board pre-approval.
sheet and creating financial stress
on the Company.
Insurance
The Company, through its Bye-laws, has indemnified its Directors and Officers to the fullest extent permissible by law. During the year the
Company also purchased and maintained liability insurance for its Directors and Officers.
Going concern
The Company’s business activities, together with the factors likely to affect its future development, performance and position, including
its financial position, are set out in the Chairman’s report and the Investment Manager’s report within this Annual Report.
After due consideration of the Balance Sheet, estimated liabilities for the 12 months following the signing of this Report and having
made appropriate enquiries, the Directors have concluded the Company is a going concern and has adequate resources to continue in
operational existence for at least 12 months from the date of these accounts. Assets of the Company consist of securities, the majority
of which are traded on recognised stock exchanges, or open-ended funds run by established managers. The Financial Statements are
prepared on a going concern basis.
Longer-term viability statement
In addition to the Statement of Going Concern, the Directors are also required to make a statement concerning the longer-term viability
of the Company. The Directors consider 12 months to be a relatively short time frame when considering performance and look to the
longer-term for both the performance and risks associated with the Company. The Directors consider a period of five years to be a more
representative period, which aligns with the Investment Advisor’s longer-term horizon. This period is sufficiently long to manage short-
term market volatility and allow longer-term performance to work through. The Board continually monitors the Investment Strategy and
Investment Guidelines issued to the Investment Manager and directs the Investment Advisor to target long-term capital preservation.
Further, whilst the Board has sanctioned the use of gearing, the facility available to the Manager is relatively small compared to the NAV
of the Company. Finally, a number of the more significant costs in each financial year are contracted to be calculated on the basis of the
underlying NAV of the Company. As such, in a period of negative portfolio performance, the cost base should also fall.
Barring unforeseen circumstances and taking account of the Company’s current position, the principal risks, the longer-term strategy
for the portfolio, including a diversified and liquid asset base and the lack of gearing, the Directors confirm they have a reasonable
expectation that the Company will continue to operate and meet its liabilities as they fall due for the next five years.
44
## Governance
45
Hansa Investment Company Limited Annual Report 31 March 2026
## The Board of Directors
Jonathan Davie Andrey Berzins Pedro Gonçalves
Chairman Management Engagement Remuneration Committee Chair
Committee Chair
Jonathan became Chairman of Andrey become a Director of Pedro became a Director of the
Board members are

|  | Hansa Investment Company at the | the Company following the | Company on 6 February 2025. |
| --- | --- | --- | --- |
| selected based on | inception of the Company in June | combination with Ocean Wilsons | In January 2026, Pedro became |
|  | 2019. Jonathan also served as Chair | in December 2025. In January | Chairman of the Company’s |

their individual and
of the Company’s Management 2026, Andrey became Chair of Remuneration Committee. Pedro
Engagement Committee until the Company’s Management brings a wealth of experience to
complementary skills

|  | January 2026 when this role passed | Engagement Committee. Prior | the Board. He has been managing |
| --- | --- | --- | --- |
| and experience and | over to Andrey Berzins. He was | to the combination, he was an | director of Movendo Capital BV |
|  | a director of Hansa Trust from | independent non-executive director | for the past nine years. Movendo |

their ability to commit
January 2013 until its liquidation of Ocean Wilsons from 2014 until Capital BV is an investment holding
in November 2021. Jonathan was its combination with the Company. company focusing on growth and
sufficient time to drive

|  | formerly an active partner of First | Andrey was also the senior | private equity investments. Pedro |
| --- | --- | --- | --- |
| the Company’s success. | Avenue Partners, an alternatives | independent director, and chairman | has worked in a number of roles |
|  | advisory boutique. | of the audit and risk committee, of | in the Financial Services for 21 |
| The Directors who |  | Ocean Wilsons. | years including asset management, |

Jonathan qualified as a Chartered
insurance, banking and investment
served the Company Accountant and then joined George Andrey is a member of the Institute
strategy. During this period, Pedro
M. Hill and Co. and became an of Chartered Accountants in England
during the year to was seconded into the Portuguese
authorised dealer on the London and Wales and holds a degree in
Government as the Secretary of
31 March 2026 are: Stock Exchange. The firm was statistics from the University of
State of Innovation, Investment and
acquired by Wedd Durlacher Bath. He has extensive experience
Competitiveness from 2013 to 2015.

| Mordaunt and Co. where Jonathan | of the Asian private equity industry, |  |
| --- | --- | --- |
| became a partner in 1975. He was the | having been managing director | Currently, Pedro is an industrial |
| senior dealing partner of the firm on | of the Asian private equity arm of | advisor to EQT Partners SE and a |
| its acquisition by Barclays Bank to | the French based Compagnie de | director of at BIAL SA, Pragosa SGPS, |
| form BZW in 1986. | Suez and Banque Indosuez groups. | INDOB SGPS and Advastore SE. He is |
|  | Until December 2025, Andrey was | also chairman of NovaForum (Nova |

Jonathan developed BZW’s Fixed
also an independent non-executive Business School) and the Honorary
Income business prior to becoming
director of several investment funds Consul of Singapore in Portugal.
chief executive of the Global
domiciled in Luxembourg managed
Equities Business in 1991. In 1996 Pedro graduated in Economics from
by the Aberdeen group.

| he became deputy chairman of | Universidade Católica Portuguesa, |
| --- | --- |
| BZW and then vice chairman of | holds a Masters Degree in Economics |
| Credit Suisse First Boston (CSFB) | (MSc) from Glasgow University and |
| in 1998 on their acquisition of most | an MBA from Nova Business School. |

of BZW’s businesses. He focused on
the development of CSFB’s Middle
Eastern business. He retired from
CSFB in February 2007.
46
GOVERNANCE
Simona Heidempergher Richard Lightowler William Salomon Christopher Townsend
Nomination Committee Chair Audit Committee Chair Non-Independent Director Non-Independent Director
Senior Independent Director

| Simona became a Director of the | Richard became a Director of the | William became a Director of | Christopher become a Director |
| --- | --- | --- | --- |
| Company in June 2019. She is chair | Company in June 2019 and chairs | the Company in June 2019. He | of the Company following the |
| of the Nomination Committee | the Audit Committee. He is an | was a Director of Hansa Trust | combination with Ocean Wilsons. |
| and is also the Company’s Senior | experienced non-executive director. | from 1999 until its liquidation in | He was a non-independent director |
| Independent Director. Simona | Richard was previously a partner | November 2021. He has a significant, | of Ocean Wilsons from 2012 until its |
| also served as the Chair of the | of KPMG in Bermuda for 20 years | long standing, investment in | combination with HICL. He has a |
| Remuneration Committee during | where he was head of the firm’s | the Company. | significant, longstanding investment |
| the year until January 2026 when, | Insurance Group in Bermuda for 15 |  | in the Company including having |

William’s experience in investments
following the combination with years, a member of the firm’s Global been a significant investor in Ocean
and finance is important to
Ocean Wilsons, the responsibility Insurance Leadership Team and Wilsons prior to the combination.
the Board in developing and
was passed to Pedro Gonçalves. Global Lead Partner for a number of
monitoring investments in special Christopher is also a director of
large international insurance groups
Simona has extensive experience investment themes. Hanseatic Asset Management
listed on the New York and London
as an executive and non-executive LBG, the Investment Manager of
Stock Exchanges. William is the chairman of Hanseatic
director across multiple jurisdictions. the Company. Christopher is a
Asset Management LBG, the
For the past 23 years, she has Richard has significant regulatory qualified solicitor. He has an MA
Company’s AIFM and Investment
been a director of Merifin Capital, experience, having previously advised from Peterhouse, Cambridge and an
Manager, senior partner of Hansa
an established, privately-owned the Bermuda Monetary Authority MBA from London Business School.
Capital Partners LLP, Additional
European investment company. and worked with clients regulated by He previously worked as a principal
Administrative Services Provider to
Prior to this she had roles as Vice the Prudential Regulation Authority, in the investment team at Coller
the Company and the Investment
President Investments at CDB Financial Reporting Council, and Capital Limited and as a solicitor at
Advisor to HAML. William was
Webtech, a listed investment vehicle; Financial Conduct Authority, as well Ashurst Morris Crisp.
formerly the deputy chairman
as research associate at Heidrick & as other international regulators.
of Ocean Wilsons when it was a
Struggles, a leading executive-level He also has extensive experience in
separate listed company prior to
search and leadership consultancy risk and corporate governance and
the combination in which he also
firm; and as project coordinator significant transaction experience.
had a significant, long standing,
at Ambrosetti Group, an Italian Richard is based in Bermuda.
investment. Prior to its sale to SAS
consulting company. Richard also holds non-executive
Shipping Agencies, which completed
directorships with Geneva Re,
Currently, Simona is the chair on 4 June 2025, William was also a
Oakley Capital Investments and
of the board of directors of the director of Ocean Wilsons’ Brazilian
Conduit Holdings Limited. Richard
Stramongate Group, a Luxembourg listed subsidiary Wilson Sons
was previously a director of Aspen
public company. She is also a Holdings Brasil S.A. William was
Insurance Holdings.
director of Furstenberg SIM. formerly the vice chairman of Close
Previously, Simona was a director of Asset Management Limited and
The European Smaller Companies chairman of the merchant bank Rea
Trust, a Janus Henderson Asset Brothers PLC.
Management Investment Trust listed
on the London Stock Exchange;
and director of Industrie Saleri Italo
S.p.A., a private Italian company in
the automotive supplier sector.
All Directors will retire at each AGM and offer themselves for consideration for re-election. The Board recommends the re-appointment
of each of the seven Directors who have put themselves forward, based on their continuing contribution to the Company and its
shareholders. The service contracts between the Company and each of the Directors do not allow for any compensation payment in the
event of loss of office.
47
Hansa Investment Company Limited Annual Report 31 March 2026
## Organisation and objectives
This section explains how the Board has organised the Company The Committees
and how it is operated on a day-to-day basis to seek to deliver There are four Board committees: Audit, Nomination, Management
its objectives. Engagement and Remuneration. The terms of reference for each
of the Committees are available on the website. The Directors
Board and Committees consider that, in order to fulfil their responsibilities as the Directors
of the Company, they should all be members of every sub-
The Board
committee where possible. Where a Director cannot be a member
The Board is formed of seven Directors with a complementary
of a committee, they should attend the meetings unless a conflict
mix of skills and experience to lead the Company. The individual
exists and it would be inappropriate for them to be present.
biographies of each are set out on pages 46 and 47. Five
Directors are deemed independent. William Salomon is the
Audit Committee
Chairman of the Company’s Investment Manager and the Senior
Richard Lightowler is the Chairman of the Audit Committee. The
Partner of the Company’s Investment Advisor and, therefore, is
Audit Committee consists of all independent Directors of the Board.
deemed non-independent. Christopher Townsend is a Director
The Audit Committee exists to assist the Board in the financial
of the Investment Manager of the Company and therefore also
and narrative reporting of information relating to the Company,
deemed non-independent. All the Directors have significant and
the review of the Internal Controls and Risk Management systems,
relevant experience and there is significant share ownership in the
the oversight of the Company’s annual audit and assessment of
Company’s shares amongst the Directors.
the independence, performance and quality of Company’s external
The Board believes that the Company’s purpose, values and auditor PricewaterhouseCoopers LLP. The Committee meets at least
strategy are clear: to create long-term growth of shareholder value. twice a year – timed to review the Annual and Half-Year Financial
The Board fosters a culture that is open to new ideas and is able Statements prior to their approval and release.
to influence its service providers through effective challenge and
The AIC Code of Corporate Governance (“the AIC Code”) indicates
regular robust review of performance. The Board sets the standard
that all independent Directors can be members of the Audit
for openness and professionalism that the Company’s key service
Committee including, if agreed by the Board, the Chairman of the
providers follow. In particular, there is regular interaction between
Board provided they were independent on appointment. The Board
the Board and the Company’s Investment Advisor and also the
is of the opinion that, particularly as the Company has relatively
Additional Administrative Service Provider for day-to-day liaison
few Directors, shareholders benefit from the views of all Directors.
with other service providers.
Therefore, Jonathan Davie, as Chairman of the Board, is also a
The Directors confirm they have sufficient time to meet their member of this Committee. The Board further acknowledges that
responsibilities. Directors consult with the Company before the AIC Code states all Committee members should be independent.
accepting other appointments, to confirm capacity to do so and Therefore, William Salomon and Christopher Townsend are not
that no conflict exists. In considering appointments and potential members of the Committee although attend as a non-members.
conflicts of interests the Board considers the available time each The Committee reports its recommendations to the Board for
Director has to commit to the Company. Each Director retires final approval.
annually and is subject to re-election by shareholders at the AGM.
See page 63 for the Audit Committee Report
Chairman and Senior Independent Director Roles
Nomination Committee
The Chairman is Jonathan Davie. The Chairman is responsible
Simona Heidempergher is the Chairman of the Nomination
for providing effective leadership to the Board, by setting the
Committee. All independent members of the Board are members
tone of the Company, demonstrating objective judgement and
of the Nomination Committee. William Salomon and Christopher
promoting a culture of openness and debate. The Chairman
Townsend attend the Committee but neither is a member.
promotes and encourages active participation from all Directors at
Board meetings. The culture of open and honest communication The Committee reviews the structure, size and composition
and forthright discussion means no individual or small group (including the skills, knowledge and experience) and effectiveness
dominate decision making. The Chairman also engages with of the Board annually and makes recommendations to the Board
major shareholders and ensures all Directors understand with regard to any changes, as necessary. The Company believes
shareholder views. a diverse Board brings many benefits and, as such, there is no
restriction placed on Board membership. Inclusivity, diversity, variety
Simona Heidempergher has been appointed as the Senior
of experience and personal strengths are all incorporated in the
Independent Director. The Senior Independent Director acts as a
decision making for director selection and succession planning. The
sounding board for the Chairman and serves as an intermediary
decision to propose directors for Nomination at the AGM is made by
for other Directors and shareholders when concerns cannot be
the Nomination Committee.
addressed through normal channels. She also leads the evaluation
of the Chairman’s performance and ensures strong governance and The Nomination Committee also considers succession planning
effective Board dynamics. of directors, taking into account tenure and performance of board
members as well as challenges and opportunities facing the
Company, and what skills and expertise are, therefore, needed on the
Board in the future. If a skills-gap or pending vacancy is identified,
the Committee is responsible for identifying and nominating
48
GOVERNANCE
candidates to fill Board vacancies as and when they arise. The Long-term impact of decisions – ESG matters
Company will appoint an external Executive Search agency to In the natural positive progression of HCP’s commitment to further
assist the Nominations Committee with the appointment of integrating ESG and climate relevant considerations within its
a director. The Executive Search agency will be briefed on the investment process, the Hanseatic Group, of which the Investment
Company’s policy for board composition before any search.
Manager and Investment Advisor are both members, has become a
signatory of the United Nations supported Principles for Responsible
See page 60 for the Nomination Committee Report.
Investment (UN PRI).
Management Engagement Committee
With ever-growing global concerns and developments surrounding
The Committee is chaired by Andrey Berzins who was appointed
matters such has climate change, social inequalities and ethical
as its Chair on 1 January 2026 in a restructure of roles following
corporate strategy and governance, the Board believes there is a
the combination with Ocean Wilsons. Prior to that, Jonathan
communal duty for meaningful and effective action to be taken and
Davie chaired the committee. All independent members of the
are committed to doing so. It is the Board’s belief that responsible
Board are members of the Management Engagement Committee.
investing and a well-run sustainable business model aids in generating
The Committee has two primary roles. Firstly, to review the
superior long-term returns.
functional and operational performance of the Investment
Manager with reference to the Company’s investment policy. The Board is responsible for the Company’s ESG policy. In 2020, the
Secondly, to review annually the performance of any other key Board adopted the Investment Advisor’s Responsible Investment
service providers to the Company. Policy, which is applied to all Company investments in funds and
companies, in both public and private markets. In line with the
The level of management fees, level of service provided and
evolving nature of ESG’s integration within financial services, the
the performance of the Investment Manager are reviewed on
Manager continues to review and develop their policy of responsible
a regular basis to ensure these remain competitive and in the
investing within their investment process. This involves ensuring
best interests of shareholders. The Board, after the annual
environmental, social and governance factors are integrated
recommendation of this Committee, considers whether the
engagement of the Investment Manager is in the best interests throughout the investment management process, including within the
of the shareholders. The Committee members also carry out due diligence, decision-making and investment monitoring processes.
periodic visits to the key service providers, as well as seeking
As long-term investors, the Investment Advisor has a natural desire
feedback on the performance of other service providers from the
to be a responsible investor and a good corporate citizen. HCP’s
Additional Administrative Service Provider. As non-independent
approach begins by communicating its expectations to fund and
directors, William Salomon and Christopher Townsend attend
company investments that they should take ESG issues seriously,
the committee as non-members to hear the discussions regarding
clearly report on them, be responsible owners and to continuously
the key service providers other than the Investment Manager.
show positive indicators of aspiring to do the right thing.
The Committee reports its recommendations to the Board for
HCP does not operate an exclusionary policy, as excluding whole
final approval.
sectors or countries is not a sustainable, or reasonable approach to
its investment activities. Each fund manager or company is assessed
Remuneration Committee
as an individual, taking into account the sector and country within
The Committee is chaired by Pedro Gonçalves who was
which they operate and their direction of travel in ESG enhancements.
appointed as its chair on 1 January 2026 in a restructure of roles
following the combination with Ocean Wilsons. Prior to that,
HCP seeks to ensure that all investee managers and companies
Simona Heidempergher chaired the committee. All independent
are thinking longer term and that they are also thinking about
members of the Board are members of the Remuneration
their longer-term impacts across the spectrum of their business.
Committee. William Salomon and Christopher Townsend attend
This certainly includes the negatives – such as understanding how
the Committee meetings but neither is a member. The Committee
companies are lowering their carbon emissions, ensuring they are
is responsible for the broad policy for the remuneration of the
not using forced or child labour in their supply chains, taking care
Company’s Chairman and non-executive Directors pursuant to
not to deplete natural resources, or be involved in deforestation.
the Company’s Bye-laws. The Committee takes into account all
But it also includes the positive impacts, for example, knowing if
factors which it deems necessary. When setting the remuneration
a company is taking advantage of the opportunities it may have
policy for Directors, the Committee reviews remuneration
from climate change by developing greener energies, recycling used
trends across the wider industry, including the use of external
clothing, or designing biodegradable fabrics. HCP’s involvement with
independent surveys, and considers the ongoing appropriateness
the managers and companies is ongoing and pushes them to manage
and relevance of the remuneration policy. The level of directors’
the risks and take advantage of the opportunities in a tailored and
fees should be set at a level which attracts and retains high calibre
considered manner. A manner that reaps longer-term benefits for the
candidates. Fees are monitored against external benchmarks
Company, as well as the environment and the greater society.
taking specific note of each Director’s duties, time commitments
to properly fulfil all obligations and duties and also relative to
The Board is pleased to report that the Manager has received very
other comparable companies in comparable jurisdictions. No
positive feedback on their third submission to the UN PRI, made
Director sets their own individual remuneration.
in summer 2025, for both their policies and approach adopted. At
The Committee reports its recommendations to the Board for the time of publication of this Report, the Hanseatic Group is in the
final approval. process of preparing its 2026 submission to the UN PRI.
See page 56 for the Directors’ Remuneration Report.
49
Hansa Investment Company Limited Annual Report 31 March 2026
Fund investments Strategy
HCP seeks to invest in funds who are responsible owners of their The Company’s strategic objective is to grow its net assets
investee companies, have specific consideration as to how their over the medium to long-term by investing in a diversified and
investee companies manage their ESG responsibilities and seek multi-strategy portfolio. In line with this objective, the Board
to engage with those company boards, if they are failing in their are responsible for pursuing the growth of shareholder value.
duties. Where a manager is not living up to these standards, HCP Responsible investment and the integration of ESG risks and
will first seek to engage the management team and encourage opportunities within the investment process is aligned with the
improvement. If the managers engagement is weak, or if the Company’s values and heritage. HCP becoming a signatory to UN
communicated concerns are not sufficiently addressed and their PRI is part of our overall strategy.
positive commitment to do so is not apparent, HCP’s ultimate
action would be to reduce the current investment, exit, or not Metrics and targets
invest in the first place. Whilst HCP does not seek to exclude fund In relation to the Investment Advisor’s investment process, a
managers that invest in sectors such as energy or countries such more holistic approach is taken by assessing an investment by
as China, it would, however, expect such managers to properly their intent and direction of travel, rather than purely by specific
articulate how they operate in such areas and manage the potential targeted metrics. The ESG assessment of a fund manager or
ESG considerations. HCP’s investment philosophy favours those company will involve HCP developing a view by utilising their
fund managers who are typically long-term in their approach and published ESG reporting, the information received through the due
seeks to invest in high-quality, well-managed companies that are diligence and engagement processes and other external research.
often higher-returning. As a result, although we do not set limits, The Company has no material information to report in relation to
there is a natural bias away from those companies and sectors that metrics and targets.
score less well on ESG metrics.
Environmental charitable support
Company investments The Board has continued to sponsor the Blue Marine Foundation,
When considering direct equity investments HCP seeks to ensure an environmental charity with direct relevance to Bermuda,
that company management teams are responsible custodians of our country of domicile. Given its island status, Bermudians are
their businesses, report clearly on ESG metrics and seek to improve more aware than most of the marine environment. Marine life
on those areas in which they are lagging. is under threat from climate change, acidification of the sea,
pollution and invasive species. But these threats are compounded
Taskforce on Climate-Related Financial Disclosures by overfishing, which strips the ocean of life, and so reduces its
As a closed-ended investment company, HICL is exempt from the capacity to produce oxygen, absorb carbon dioxide and regulate
annual reporting requirement to publish statements in line with the climate. It’s estimated that almost 94% of commercial fish
the Taskforce on Climate-Related Financial Disclosures’ (TCFD) stocks are fully or overexploited and 90% of large, predatory fish
framework of recommendations and recommended disclosures. are gone. Overfishing therefore represents a major threat for the
However, considering the Board and the Manager’s approach food security of millions and could have devastating consequences
to responsible investing in conjunction with the Company’s for Earth’s climate if these ecosystems fail. Amongst many worthy
core investment objective to generate superior, but sustainable, organisations, the Blue Marine Foundation is an environmental
medium to long-term growth in shareholder value, we have charity dedicated to restoring the ocean to health by addressing
elected to provide relevant information on our approach to the overfishing and supporting marine conservation projects. The
TCFD recommendations. ocean is the world’s largest carbon sink: by combating overfishing
and the associated impact on the wider marine environment, the
Governance Blue Marine Foundation aims to help life in the ocean perform
Strong corporate governance practices are intrinsic to how the its vital function of stabilising the Earth’s climate. By partnering
Board operates. The Board oversees a long-term and sustainable with the Foundation, the Company supports their work around
approach to business strategy of the Company. This in part is the world ultimately benefiting us all and, in particular, maritime
done by adopting a Responsible Investment Policy, which aims to communities like Bermuda. The Company has committed to a
integrate sustainability, climate-related risks and opportunities, charitable gift of £15,000 per annum towards Blue Marine’s work.
social responsibility and strong governance into the Company’s
investment process. This is consistent with HCP’s approach to its Streamlined Energy and Carbon Reporting (SECR) and
ESG assessment of fund managers and company investments. Greenhouse Gas Emissions (GGE)
The Company has no direct greenhouse gas emissions to report
Risk Management from the day-to-day operations of its business. However, as noted
Climate-related risks within the Company’s investments are above, the attendance of Directors at Board meetings in Bermuda
identified, assessed and managed by HCP as the Investment means travel related carbon emissions which are “Scope 3 Indirect
Advisor. As part of the portfolio risk management and monitoring Emissions” for the purposes of the SECR. The Board has further
process, HCP combines long-term and purpose-driven engagement estimated the emissions associated with the flights to be in the
with underlying fund managers and companies, active voting region of 120 tonnes of CO2 in any ‘normal’ year.
and setting a clear escalation framework. This approach aims
to identify and address climate-related issues and minimise Social, Community, Human Rights, Employee
systemic risks that may impact the assets within the portfolio. Responsibilities Policy
Engagement can take several forms, including regular and ad hoc The Company does not have any employees. The Company has
meetings with management, formal written correspondence, or the no direct social, community or human rights impact. Its principal
Investment Advisor participating in relevant shareholder votes for responsibility to shareholders is to ensure the investment portfolio
current investments. is properly invested and managed.
50
GOVERNANCE

## Service providers

### Service Provider Policy

The Company has no employees and operates through third party service providers. The Board has contractually delegated to external organisations the management of the investment portfolio, the custodial services which include safeguarding of the assets and the day-to-day accounting and company secretarial requirements. Each of these contracts is only entered into after proper consideration of the quality and cost of services, which are regularly reviewed and monitored.

Following the combination with Ocean Wilsons, the key service provider relationship to the Company is the Hanseatic Group comprising Hanseatic Asset Management LBG as both Investment Manager and AIFM and Hansa Capital Partners as the Investment Advisor and AASP to the Company.

The Board carries out the following activities as part of its oversight of third-party service providers:

#### *Monitors performance, costs and commitment to a successfully implemented controls environment*

The Board, at its regular meetings, reviews reports prepared by both the Investment Manager and the Administrator, which enable it to monitor the performance and costs of the third-party suppliers to the Company. The AASP has an ongoing dialogue with each provider to monitor their processes and systems and, in addition, members of the Board meet with key providers at least annually to discuss performance.

#### *Monitors Investment Advisor performance*

The Board reviews reports prepared by the Investment Advisor at its regular meetings, which enables it to monitor the investment performance, risks and returns. The Investment Advisor attends each Board meeting where there is an active dialogue on performance, process, risks and opportunities and governance matters.

The Board identifies key controls and regularly monitors them through compliance reports on control effectiveness.

#### *Determines investment strategy, guidelines and restrictions*

The Board determines the investment strategy in conjunction with the Investment Advisor. The strategy is monitored regularly with adjustments made as required.

The Board issues formal investment guidelines and restrictions; compliance with these is reported by the Investment Advisor's compliance officer quarterly and is also monitored independently by the Administrator.

#### *Determines gearing levels and capital preservation through the use of hedging instruments*

The Board, taking account of advice from the Investment Advisor, determines the maximum level of borrowings the Company will undertake. The Company will not invest in derivatives for speculative gain, but may use derivatives for efficient portfolio management and hedging purposes.

## The providers

### Investment Manager, Investment Advisor and Additional Administrative Services Provider

Following the combination with Ocean Wilsons, the Hanseatic Group provides the following services to the company: Hanseatic Asset Management LBG (HAML) based in Guernsey acts as both Investment Manager and AIFM to the Company. Hansa Capital Partners LLP in London as the Investment Advisor and AASP to the Company.

Hansa Capital Partners LLP is primarily responsible for all assets in the portfolio. The Board is in regular contact with the investment team at HCP which is led by Alec Letchfield. Additionally, Alec Letchfield is invited to quarterly meetings of the Board to formally present portfolio updates and discuss market trends. The Investment Advisor's detailed review of the year can be found on page 10.

HAML charges an investment management fee to the Company. The Investment Management fee was restructured as part of the combination with Ocean Wilsons which completed on 10 December 2025. Prior to the completion of the transaction, HCP acted as Investment Manager and charged an Investment Management fee at an annual rate of 1% of the net assets of the Company (after any borrowings) and after deducting the value of the Company's investment in Ocean Wilsons, on which no fee was payable as the asset was sole responsibility of the Board. Following the combination, the Investment Management fee is now levied at a tiered annual rate based on the value net assets of the Company (after any borrowings) with Net Assets up to £500m being charged at 0.8% and then assets above £500m being charged at 0.7%. The combination with Ocean Wilsons led to a much larger Company with Net Assets of c £1bn. The financial year to 31 March 2026 is a transition year with circa nine months under the previous regime and the final three months under the new. The total Investment Management fee charged for the year ended 31 March 2026 was £4,866,000 (year ended 31 March 2025: £3,346,000). Prior to the combination, Hanseatic Asset Management LBG separately charged an investment management fee to the investment subsidiary of Ocean Wilsons.

The terms of the Investment Management Agreement permit either party to terminate the agreement by giving to the other not less than 12 months' notice, or such shorter period as is mutually acceptable. There is no agreement between the Company and the Investment Manager concerning compensation in respect to the termination of the agreement. In its annual assessment of the Investment Manager, the Board concluded that, because of the skills and experience of the management team it is in the best interest of shareholders that the Investment Manager remains in place under the present terms. Details of the fees paid to the Investment Manager can be found in Note 3 to the Financial Statements.

HCP also acts as the AASP to the Company. This role ensures a number of the day-to-day processes for the Company are carried out, as well as providing oversight of, and a liaison between, a number of the Company's service providers and the Company itself. HCP is paid £115,000 per annum for this service (year ended 31 March 2025: £115,000).

51
Hansa Investment Company Limited Annual Report 31 March 2026

### **Alternative Investment Fund Manager**

As a Bermudan resident, the Company is a non-UK Alternative Investment Fund (AIF) under the UK Alternative Investment Fund Manager's Directive (UK AIFMD). As such, the Company and the AIFM are subject to a more limited set of UK AIFMD requirements, which are largely in relation to marketing the Company's shares into the UK. The Company appointed Hanseatic Asset Management LBG, with effect from 29 August 2019, to act as its AIFM and, following the combination, HAML continues to perform this role, with responsibilities for the Portfolio Management and Risk Management functions. Prior to the combination, the AIFM had delegated the provision of Portfolio Management services to Hansa Capital Partners LLP, but remained responsible for the Risk Management function. Following the combination, HAML continues as AIFM but now acts as the Investment Manager as well. HAML does not charge a direct fee for its AIFM services, although it does recharge any third-party fees incurred.

### **Independent Auditor**

The Company's independent Auditor is PricewaterhouseCoopers LLP ("PwC UK"), a firm registered in the United Kingdom. Auditor independence rules restrict the amount and type of non-audit related work that can be performed by a company's auditor. Any non-audit related work must be pre-approved by the Board. PwC UK did not provide any non-audit services in the year. Further information is given on pages 63 and 64.

### **Company Secretary**

The Company has engaged Conyers Corporate Services (Bermuda) Limited ("Conyers") as its Company Secretary. During the year to 31 March 2026, Conyers charged £20,000 (year ended 31 March 2025: £15,000).

### **Administrator**

The Company engaged Juniper Partners as its Administrator with effect from 1 April 2025. The Administrator has charged £369,000 for the year ended 31 March 2026 (year ended 31 March 2025: £165,000 charged by Apex Fund Administration Services (UK) Ltd). This includes services preparing for the combination of the Company with Ocean Wilsons.

### **Custodian**

The Company has engaged Banque Lombard Odier & Cie SA as the Company's Custodian. During the year to 31 March 2026, Lombard Odier charged £239,000 for the custodial service (year ended 31 March 2025: £205,000). The fee increase reflects the additional funds under management. Lombard Odier was also custodian to the investment subsidiary of Ocean Wilsons prior to the combination.

### **Registrar**

The Company has engaged Computershare Investor Services (Bermuda) Limited ("Computershare") as the Company's Registrar. During the year, the total Registrar charges were £102,000 for the year ended 31 March 2026 (year ended 31 March 2025: £61,000).

52
GOVERNANCE
## Corporate Governance Report
Corporate Governance Code Financial Reporting
The Board is committed to achieving and demonstrating high The Board has a responsibility to present a fair, balanced and
standards of corporate governance. The Company Secretary understandable assessment of annual, half-year and other price
and AASP support the Board in identifying and monitoring all sensitive public reports and reports to regulators, as well as
governance matters. to provide information required to be presented by statutory
requirements. To ensure this responsibility is fulfilled, all such
Compliance with the AIC Code reports are reviewed and approved by the Board prior to their issue.
The Board has considered the Principles and Provisions of the AIC
The Board confirms there have been no other specific events since
Code of Corporate Governance issued is August 2024 (the “AIC
31 March 2026, of which the Board is aware, which would have a
Code”). The AIC Code addresses the Principles and Provisions
material impact on the Company.
set out in the 2024 UK Corporate Code, as well as setting out
additional Provisions on issues that are of specific relevance to
Statement of Directors’ Responsibilities
the Company.
The Directors are responsible for ensuring that:
The Board considers that reporting against the Principles and
• Adequate accounting records are kept, that are sufficient to
Provisions of the AIC Code, which has been endorsed by the FRC
show and explain the Company’s transactions and disclose
in the UK, provides more relevant information to shareholders. The
with reasonable accuracy at any time the financial position
AIC Code is available on the AIC website (www.theaic.co.uk). It
of the Company and enable them to ensure that the Financial
includes an explanation of how the AIC Code adapts the Principles
Statements are consistent with the relevant requirements under
and Provisions set out in the UK Code to make them relevant for
the UK Companies Act 2006.
investment companies.
• The assets of the Company are safeguarded; and for taking
During the year the Company has complied and continues to
reasonable steps for the prevention and detection of fraud and
comply with the Principles and Provisions of the AIC Code. A
other irregularities.
detailed description of the Company’s governance arrangements,
including the structure and composition of the Board and its • The Report of the Directors and other information included
Committees is contained on pages 48 to 49 above. in the Annual Report is prepared in accordance with both
Company Law in Bermuda and, where required, the UK. The
Internal Controls Directors are also responsible for ensuring the Annual Report
The AIC Code and the FCA’s Disclosure Guidance and includes information required by the Listing Rules of the FCA.
Transparency Rules requires the directors of UK listed companies
• The Company has effective internal control systems, designed
to review the effectiveness of the company’s risk management
to ensure that adequate accounting records are maintained; and
and system of internal controls on an annual basis. The Board
that financial information on which the business decisions are
is committed to sound corporate governance, robust risk
made, which is issued for publication, is reliable. Such a system
management processes and effective systems of internal controls.
of internal control can provide only reasonable, but not absolute,
The Board reviews and considers the effectiveness of internal
assurance against material misstatement or loss.
controls regularly and review exception reporting at least quarterly.
The Directors, through the procedures outlined below, keep the • The Company Financial Statements for each financial year are
system of risk management and internal controls under review. prepared in accordance with International Financial Reporting
Standards (IFRS). IFRS means standards and interpretations
The Board recognises its ultimate responsibility for the
issued (or adopted) by the International Accounting Standards
Company’s system of risk management and internal controls
Board (IASB). The Directors must not approve the Financial
and for monitoring their effectiveness. In order to perform this
Statements unless they are satisfied they give a true and fair
responsibility the Board receives regular reports on all aspects
view of the state of affairs and profit or loss of the Company for
of risk management and internal control from the Company’s
that period.
service providers (including financial, operational and compliance
controls, risk management and relationships with other service In preparing these Financial Statements, the Directors are
providers); the Board will instigate necessary action in response to required to:
any significant failings or weaknesses identified by these reports.
• select suitable accounting policies and apply them consistently;
Further details on the oversight of the Company’s internal control
and risk management system are set out in the Audit Committee
• make judgements and estimates that are reasonable
Report on pages 63 to 64.
and prudent;
• state whether they have been prepared in accordance with
International Financial Reporting Standards; and
• prepare the Financial Statements on the going concern basis,
unless it is inappropriate to presume the Company will continue
in business.
53
Hansa Investment Company Limited Annual Report 31 March 2026
Under the FCA Listing Rules and the UK Code, the Board is Responsibility statement
responsible for: The Directors confirm that:
• disclosing how it has applied the principles and complied with • The Financial Statements are prepared in accordance with
the provisions of the AIC Code and, thereby, the UK Code, or applicable international accounting standards and present
where not, to explain the reasons for divergence; and fairly, in all material respects, the financial position of Hansa
Investment Company.
• reviewing the effectiveness of the Company’s systems of risk
management and internal controls. • The Strategic Report, including the Chairman’s report and the
Report of the Directors includes a fair review of the development
The Directors are responsible for the maintenance and integrity
and performance of the business and the position of the
of the corporate and financial information included on the
Company, together with a description of the principal risks and
Company’s website: www.HansaICL.com. Visitors to the website
uncertainties it faces.
need to be aware that legislation governing the preparation
and dissemination of the Financial Statements may differ from • The Annual Report and Financial Statements, taken as a whole,
legislation in their own jurisdictions. are fair, balanced and understandable. Further commentary
demonstrating the Company’s performance, business model and
strategy has been included within the Annual Report.
This responsibility statement was approved by the Board of
Directors on 7 July and is signed on its behalf by:
Jonathan Davie
7 July 2026
54
GOVERNANCE
## Management Engagement Committee Report
Andrey Berzins is the Chairman of the Management Engagement Committee having assumed this role effective 1 January 2026. Prior
to this, the Committee was chaired by Jonathan Davie. All independent members of the Board are members of the Management
Engagement Committee. William Salomon and Christopher Townsend attend the Committee proceedings when their attendance does
not risk a conflict of interest but neither is a member.
Role
The Committee meets at least once per year although more often if necessary. It has two principal functions. Firstly, to review the
performance of the Hanseatic Group that performs the functions of Investment Manager, Investment Advisor (collectively “the Manager”)
and Additional Administrative Services Provider. In particular, the Board reviews performance against the Company’s investment policy
that is established by the Board. Secondly, the Board reviews the performance of the other key services providers to the Company.
The Committee considers all aspects of a service provider’s appointment and performance meeting with the Manager regularly and with
representatives of the other key service providers, being the Administrator, Custodian and Registrar, at least annually.
The Committee reports its findings directly to the full Board.
Activities during the year
As per its remit, the Committee Chair has met personally with the four key service providers during the year as well as receiving regular
updates from the AASP regarding the performance of the non-Manager service providers.
Investment Manager
The evaluation of the Investment Manager was comprehensive, focusing on several critical areas:
• Contractual Performance: Ensuring that the Investment Manager is adhering to the terms of the investment management agreement.
• Fee Structure: Assessing whether the remuneration framework remains appropriate, competitive and aligned with the Company’s
investment objectives and shareholder interests.
• Team Quality: Evaluating the strength, experience, and stability of the Investment Manager’s team.
• Control environment: Identify and review material internal controls.
• Client Prioritisation: Reviewing the Investment Manager’s focus on the Company within its broader client base.
The Committee concluded that the Investment Manager continues to meet its obligations effectively under the investment management
agreement.
Third-Party Service Providers
The review encompassed an assessment of contractual compliance, identification and review of material internal controls, service
delivery quality, and cost-effectiveness. The Committee noted that all significant third-party vendors are fulfilling their obligations and
meeting performance expectations. No concerns or material issues were identified and the Committee confirmed that the existing
arrangements remain fit for purpose.
Of particular focus during the year was the onboarding and oversight of Juniper Partners as the Company’s new Administrator who took
over the role formally on 1 April 2025, but who had been shadowing the previous Administrator for a period of time ahead of the hand-
over. The Committee is pleased to report that Juniper has performed very well during the year in what has proven to be an extremely busy
year for the Company.
The Committee was also involved in the wider discussions regarding the combination and, specifically, any potential issues relating to the
merging of service contracts of the Company with those of Ocean Wilsons. The process was very well handled by the Company’s service
providers and advisors. The Committee would like to thank them for their dedication to the process – particularly the Manager and AASP.
The Committee will continue to oversee the performance of the Company’s service providers as the combined firm settles into its new
operating structure. The Committee emphasises the importance of maintaining a high-quality investment management relationship,
especially as the Company navigates strategic changes. Regular monitoring and evaluations will continue to ensure that the Investment
Manager and third-party service providers uphold the highest standards in supporting the Company’s objectives.
For and on behalf of the Management Engagement Committee
Andrey Berzins
Chairman of the Management Engagement Committee
7 July 2026
55
Hansa Investment Company Limited Annual Report 31 March 2026

# Directors' Remuneration Report

## Annual statement

The Company has seven non-executive Directors. The Board has appointed a Remuneration Committee. The Chairman of this Committee is Pedro Gonçalves, who became Chair of this Committee on 1 January 2026. Prior to that, Simona Heidemperger was Chair of the Committee. All independent members of the Board are members of the Remuneration Committee. William Salomon and Christopher Townsend both attend the Committee but are not members.

Other than Andrey Berzins and Christopher Townsend, who both joined the board on 9 December 2025, and Pedro Gonçalves, who was appointed on 6 February 2025, each of the Directors serving at the year-end was initially appointed during June 2019 following the creation of the Company. Each Director presents themselves for annual re-election at the Company's AGM.

## Policy on Directors' remuneration

The Board's policy is that the remuneration of non-executive Directors should be a fixed-fee only. This fee should reflect the experience of each director, time commitment required to fulfil the role, market conditions, financial and reputational risks undertaken and additional responsibilities. The remuneration does not include a performance related element and Directors do not receive bonuses, share options, pensions or long-term incentive schemes. The aggregate remuneration of the Board will be kept within the limits set out in the Company's Bye-laws, as amended from time to time.

In assessing current and future levels of director compensation, the Remuneration Committee seeks external comparative information, such as the use of independent external surveys. This includes the fees paid by other similar companies (both industry and jurisdiction), seeking input from recruitment specialists familiar with the external market, assessing the time commitment for each of the Directors in their appointed roles and considering the responsibilities their roles bring. The increasing demands being placed on all NEDs by shareholders, regulators and markets are also factored.

The fees for the non-executive Directors are within the limits (currently a maximum total fee of $900,000) as set out in the Company's Bye-laws. The maximum is set as a USD amount. The equivalent is £680,684 if translated at the applicable rate on 31 March 2026.

As advised in the Prospectus describing the key features of the combination, the Directors' annual salaries were to be $640,000 following completion of the combination. This became effective on 9 December 2025. Subsequently, the Remuneration Committee considered two proposals: firstly that, following the appointment of Andrey Berzins and Christopher Townsend to the Board, the chairs of the Company's Committees be reviewed and reallocated. Subsequently, Andrey Berzins took over the role as Chair of the Management Engagement Committee from 1 January 2026 and Pedro Gonçalves took over the role as Chair of the Remuneration Committee from the same date. It has been the Board's policy to recognise the additional workload that a Committee Chair takes on with an additional $10,000 per annum effective from the date of appointment. Secondly, the Committee considered a proposal to recognise the significant additional workload taken on by members of the HICL Board during the transaction. It was decided to recognise that extra workload with a one-off payment to the Independent members of the former HICL board. The total payment made was $205,000 broken down as per the table and notes opposite. Finally, the Committee concluded that Directors' salaries were to remain unchanged during the remainder of the financial year to 31 March 2026 and no further increase for the financial year starting from 1 April 2026. The new total annualised salary from 1 January 2026 is $760,000.

## Directors' service contracts

It is the Board's policy that every Director has a service contract. None of the service contracts is for a fixed term. The terms of appointment provide that a Director shall retire and be subject to re-election at the first AGM after appointment. The Board has decided each Director will retire annually at the AGM and seek re-election as appropriate. The terms also provide that either party may give three months' notice. In certain circumstances a Director may be removed without notice and compensation will not be due on leaving office. There are no agreements between the Company and its Directors concerning compensation for loss of office.

## Policy for notice periods

The current Directors' service contracts stipulate three months' written notice to be given by either the Director or the Company to terminate the services of a Director. The Board consider this is sufficient notice to ensure an orderly hand over between the parties.

## Shareholders' views on remuneration policy

The formal views of unconnected shareholders have not been sought in the preparation of this policy.

## Employees

The Company does not have any employees, only non-executive Directors.

56
GOVERNANCE
Annual report on remuneration
Directors’ emoluments
The Company does not have any employees, only non-executive Directors who receive only a basic fee, plus repayment of expenses
incurred in the course of performing their duties. Therefore, the use of the detailed remuneration table, as prescribed in the legislation, is
not appropriate here. A condensed table showing the information relevant to the Directors’ remuneration is shown in its place.
The Directors who received fees during the year received the following emoluments in the form of contractual fees. For clarity, these
amounts are quoted in USD being the currency as per their service contract as is common for most Bermudan companies. The following
table and accompanying notes summarise the Directors’ fees in USD and GBP equivalent for the year to 31 March 2026 as well as the prior
financial year. The equivalent Sterling fees are shown as converted at the relevant pay date of each fee:
2026
Transaction
related

|  | 2026 | additional |  | 2026 | 2026 | 2025 | 2025 |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Base fees |  |  | fees | fees | fees | fees | fees |
|  | $000 |  | $000 | $000 | £000 | $000 | £000 |

5
Jonathan Davie (Chairman) 120 55 175 129 110 85
4
Andrey Berzins 33 - 33 25 - -
2, 5
Pedro Gonçalves 103 50 153 113 13 10
5
Simona Heidempergher 110 50 160 119 90 71
5
Richard Lightowler 110 50 160 119 100 77
1
William Salomon 48 - 48 36 25 19
1, 4
Christopher Townsend 31 - 31 23 - -
3
Nadya Wells - - - - 31 24
555 205 760 564 369 286
1
William Salomon and Christopher Townsend are not considered independent due to their roles with the Company’s Investment Manager.
2
Pedro Gonçalves joined the Board on 6 February 2025.
3
Nadya Wells retired as a Director at the Company’s 2024 AGM on 2 August 2024.
4
Andrey Berzins and Christopher Townsend joined the HICL Board on completion of the combination effective 9 December 2025.
5
Following completion of the combination, the independent directors of HICL received a one-off payment to reflect the significant extra workload
in the year due to the combination.
The Company also pays the expenses of the Directors to attend the Board meetings. Directors’ travel costs incurred during the year were
£288,000 (2025: £178,000).
Statement of shareholder voting
Votes in respect of the resolution to approve the Directors’ Remuneration Report at the Company’s AGM in August 2025 were cast
as follows
No. of % of
shares votes
voted cast
Votes cast in favour 21,885,708 99.85
Votes cast against 32,439 0.15
Total votes cast 21,918,147 100.00
Votes withheld 10,840 n/a
57
Hansa Investment Company Limited Annual Report 31 March 2026

## Directors' interests

Directors must seek permission from the Chairman before trading in shares, taking note of any Closed Periods. Other than that, there are no specific rules on Directors' shareholdings.

The interests of Directors and their connected parties in the Company at 31 March 2026 are shown below:

|   | Ordinary shares of 1p each |   | 'A' non-voting ordinary shares of 1p each |   | Nature of interest  |
| --- | --- | --- | --- | --- | --- |
|   |  2026 | 2025 | 2026 | 2025  |   |
|  Jonathan Davie | 71,118 | 45,000 | 282,236 | 230,000 | Beneficial  |
|  William Salomon | 17,788,678 | 11,169,345 | 16,825,789 | 3,587,123 | Beneficial  |
|  Simona Heidemperger | 6,400 | 6,400 | 12,000 | - | Beneficial  |
|  Andrey Berzins | 29,850 | - | 59,700 | - | Beneficial  |
|  Christopher Townsend | 16,376,825 | 10,347,125 | 14,764,775 | 2,705,375 | Beneficial  |
|  Pedro Gonçalves | - | - | 17,800 | - | Beneficial  |

Increases in the Directors' holdings from the previous year include shares they will have received in exchange for shares they held in Ocean Wilsons as part of the combination.

As at the date of signing of these Annual Financial Statements, there were no changes to report to the Directors' holdings.

William Salomon is the Chairman of Hanseatic Asset Management LBG and senior partner of Hansa Capital Partners LLP. Christopher Townsend is a director of Hanseatic Asset Management LBG. Fees payable to Hanseatic Group during the financial year amounted to £4,981,000 (including Investment Management and AASP functions). During the year, no rights to subscribe for the shares of the Company were granted to, or exercised by Directors, their spouses or infant children.

## Your Company's performance

The graph below shows the ten-year cumulative total return to shareholders:

![img-0.jpeg](img-0.jpeg)

58
GOVERNANCE
Directors’ attendance
The Directors meet as a Board on a quarterly basis and at other times as necessary. In the financial year to 31 March 2026, there were
several additional meetings to consider aspects of the combination and to give the required approvals to documents at specific times.
There was also an additional shareholder meeting. The table below sets out the main, scheduled, Board, Strategy and Audit Committee
meetings held during the year. Finally, there have been numerous Committee and operational meetings which have been omitted
for brevity.
Management
Strategy Audit Engagement Remuneration Nomination
1
Board Day Committee Committee Committee Committee
Number of Meetings 7 1 3 2 1 3
Jonathan Davie 7 1 3 2 1 3
Pedro Gonçalves 6 1 3 2 1 3
Simona Heidempergher 6 1 2 2 1 3
Richard Lightowler 6 1 3 2 1 3
2
William Salomon 7 1 3 2 1 2
3
Andrey Berzins 2 1 1 1 1 1
2, 3
Christopher Townsend 2 1 1 1 1 1
1
“Board” includes full, timetabled, meetings of the Board, of which there were seven held during the year.
2
William Salomon and Christopher Townsend are deemed to not be independent. Therefore, both can attend as an observers of the Audit and Remuneration
Committees but neither can be a committee member. Further, both can attend the Management Engagement Committee when the majority of Service
Providers are discussed but exempt themselves when the performance of the Investment Manager is discussed due to their roles with the Manager.
3
Andrey Berzins and Christopher Townsend joined the board on 9 December 2025 following the combination. Therefore, their attendance only reflects meetings
held since that date.
On behalf of the Board, I confirm that the above Report on Directors’ Remuneration summarises, as applicable, for the year ended 31
March 2026:
(a) the major decisions on Directors’ remuneration;
(b) any substantial changes relating to Directors’ remuneration made during the year; and
(c) the context in which those changes occurred and decisions have been taken.
An Ordinary resolution for the approval of this Report will be put to shareholders at the forthcoming AGM.
For and on behalf of the Remuneration Committee
Pedro Gonçalves
Chair of the Remuneration Committee
7 July 2026
59
Hansa Investment Company Limited Annual Report 31 March 2026
## Nomination Committee Report
Simona Heidempergher is the Chairman of the Nomination Committee. All independent members of the Board are members of the
Nomination Committee. William Salomon and Christopher Townsend attend the Committee but neither is a member.
Role
The Committee reviews the structure, size and composition (including the skills, knowledge and experience) of the Board and makes
recommendations to the Board with regard to any changes, as necessary. It also considers succession planning of directors, taking into
account tenure and performance of board members as well as challenges and opportunities facing the Company, and what skills and
expertise are, therefore, needed on the Board in the future. If a skills-gap or pending vacancy is identified, the Committee is responsible for
identifying and nominating candidates to fill Board vacancies as and when they arise.
Appointments are made after consideration of the skills and experience needed by the Board and against objective criteria in accordance
with the AIC Code. The Board considers it is of paramount importance to shareholders that, after consideration of the skills and
experience needed by the Board, candidates are chosen based on their contribution to the Company’s needs and that there should be
no discrimination in the choice of Directors for any reason. The Nomination Committee pays due regard to the rules published by the
Financial Conduct Authority in April 2022 in respect of diversity and inclusion on company boards and executive management. The
Company believes a diverse Board brings many benefits and, as such, there is no restriction placed on Board membership. Selection
and appointment will continue to be based on merit and against a skills matrix to ensure the overall composition of the Board has an
appropriate balance of knowledge and experience, whilst remaining cognisant of the relevant geographic and diversity considerations.
The Board has determined that all Directors will retire and offer themselves for re-election each year at the AGM and this policy includes
any Directors appointed during the year. The Committee reports its recommendations to the Board for final approval.
Activities during the year
The Nomination Committee formally met three times during the year. The Committee maintained a Skills Matrix to summarise the
knowledge, skills, experience and overall competence of each Director. This included anonymised feedback from the other Board
members as well as feedback from each individual Director themselves. The Skills Matrix considers a wide range of relevant factors when
assessing individual and collective competence including knowledge, skills, experience, diversity, geographic considerations, other time
and business commitments, as well as their overall performance and contribution during the period in relation to their specific role.
Following its review, and in line with the small size, structure and nature of the Company, the Committee concluded that each Director
continued to contribute as required, and the Board continued to operate effectively.
The Committee’s main focus during the financial year was to support the combination process and consider the appointment of Andrey
Berzins and Christopher Townsend to the Company’s Board following the completion of the transaction. The Committee was supported
by the Company Secretary, and the AASP, with technical support of the Company’s lawyers to consider any technical or operational issues
with the proposed appointments. Particular attention was paid to any tax jurisdictional issues.
Following the assessment of the Board’s performance, the Nomination Committee recommended to the Board the resolution to reappoint
all Directors at the Company’s upcoming 2026 AGM.
Succession planning and Board recruitment policy
With the exception of Pedro Gonçalves, Andrey Berzins and Christopher Townsend, the current Directors were all originally appointed
in June 2019. As part of the Skills Matrix utilised to evaluate Board composition, the Board notes the number of years each Director has
served and their expected date of retirement. While the Board does not consider the length of tenure to have a direct negative correlation
to the Directors’ performance and contribution, the Nomination Committee remains cognisant of the AIC recommendations and
therefore still considers this element as part of its overall succession planning. The Company’s policy on Board Composition remains
unchanged. Namely that, after consideration of the skills and experience needed by the Board, candidates are chosen on the basis of
their contribution to the Company’s needs and that there should be no discrimination in the choice of Directors for any reason. Selection
and appointment will continue to be based on merit and against a skills matrix to ensure the overall composition of the Board has an
appropriate balance of knowledge and experience, whilst remaining cognisant of the relevant geographic and diversity considerations.
For and on behalf of the Nomination Committee
Simona Heidempergher
Chair of the Nomination Committee
7 July 2026
60
GOVERNANCE
## Report of the Directors
The Directors have chosen to report on some items within the body of the Strategic Review and Governance sections of the Report, while
others remain within the Report of the Directors.
Items included within Strategic Review or Governance sections
The following items are listed within the Strategic Review or Governance sections:
• Statement of the existence of qualifying indemnity provisions for Directors.
• Dividend policy and payments made during the year. In particular, this is disclosed in the Chairman’s report.
• Names of Directors, at any time in the year and the Directors’ details and attendance at Company meetings.
• Streamlined energy and carbon reporting and greenhouse gas emissions.
• Stakeholder engagement – while the Company has no employees, suppliers or customers, the Directors give regular consideration to
the need to foster the Company’s business relationships with its stakeholders, in particular with shareholders and service providers.
The effect of this consideration upon the principal decisions taken by the Company during the financial year is set out in further detail
on page 39.
Items reported within the Directors’ Report
Disclosure to the Auditor of Relevant Audit Information
The Directors confirm that, so far as they are aware, having made such enquiries and having taken such steps as they consider they
reasonably ought, they have provided the Auditor with all the information necessary for it to be able to prepare its Report. In doing so
each Director has made themself aware of any information relevant to the Audit and established that the Company’s Auditor is aware of
that information. The Directors are not aware of any information relevant to the Audit of which the Company’s Auditor is unaware.
Board composition and diversity
The Board recognises and is supportive of the new FCA Listing Rules (LR 9.8.6(9)) which aim to improve transparency on the diversity
of company boards and executive management teams and was implemented for accounting periods starting on or after 1 April 2022.
Accordingly, boards of UK incorporated companies are required to report annually on whether the specific FCA targets have been met,
and if they have not been met, the reasons why. The targets applicable to the Company are:
(i) at least 40% of the individuals on its board of directors are women; and
(ii) at least one individual on its board of directors is from a minority ethnic background.
The tables below set out the gender and ethnic diversity composition of the Board as at 31 March 2026. At the time of the Company’s
formation and for the first five years, the Company was in compliance with the FCA’s guidance. However, firstly at the time of the
appointment of Mr Gonçalves in February 2025, following Ms Well’s decision to step down, and then secondly at the time of the
combination when Andrey Berzins and Christopher Townsend joined the board, it was felt that the best candidates to present themselves
should be chosen regardless of gender or ethnic diversity.
The Directors acknowledge that, with the appointment of Messers Gonçalves, Berzins and Townsend, it would mean the Company would
not continue to meet some elements of the diversity criteria defined by the UK Listing Rules which it had previously achieved. Further,
the Board composition does demonstrate a diversity of background, a broad base of experience and critical thinking which the Board
considers to be of paramount importance to the Company and its shareholders.
As required by the Listing Rules, the Board reports that one of the seven Directors (five being independent) is a woman (14%) but no
members of the Board are from minority ethnic backgrounds as defined by the Listing Rules. Whilst LR 9.8.6(9)(a)(ii)) is not applicable to
a closed-ended investment company, but it should be noted that one of the four Committee Chairmanships is held by a woman, as is the
position of the Company’s Senior Independent Director.
As per LR 9.8.6(10), numerical data is disclosed in the tables below, which shows the Company’s current Director profiles.
61
Hansa Investment Company Limited Annual Report 31 March 2026
Number of Percentage
Board of the
Gender Diversity members Board
Men 6 86%
Women 1 14%
Other - -
Not specified/prefer not to say - -
Number of Percentage
Board of the
Ethnic Diversity members Board
White British or other White (including minority-white groups) 7 100%
Mixed/Multiple Ethnic Groups - -
Asian/Asian British - -
Black/African/Caribbean/Black British - -
Other ethnic group, including Arab - -
Not specified/prefer not to say - -
Note, the format and information supplied in the above tables are as prescribed by the FCA’s Listing Rules. HICL is a Bermudan
incorporated, externally managed closed-ended investment company with three of its five Directors being international and not resident
in the UK. Further, HICL does not have any employees or appoint executive board positions.
This data was provided by the individual Directors, at the request of the Committee, asking them to indicate how the Company should
categorise their ethnic background for the purposes of the FCA requirements of Board diversity.
Capital Structure
The Company’s Capital Structure is described in the “Shareholder Profile and Engagement” section.
Corporate Governance Report
The Corporate Governance Report, including the Financial Risk Management Review of the Company, is included in this Report.
Approval of the Directors
The Directors consider the Annual Report and Financial Statements, taken as a whole, is fair, balanced and understandable and provides
the information necessary for shareholders to assess the Company’s position and performance, business model and strategy. Further
details demonstrating the Company’s performance, business model and strategy have been included within the Strategic Report.
For and on behalf of the Board
Jonathan Davie
Chairman
7 July 2026
62
GOVERNANCE
## Audit Committee Report
The Audit Committee comprises solely independent Directors, as required by the AIC Code and endorsed by the FRC. It is chaired by
Richard Lightowler. Given the size of the Board and the range of experience they bring, all non-committee Directors are invited to attend
the Audit Committee meetings. However, only the independent member Directors are able to vote. Recommendations of the Audit
Committee are brought before the whole Board for discussion and ratification.
The Audit Committee ensures fair, balanced and understandable reporting of Company results.
The principal roles of the Audit Committee are to ensure that:
• the integrity of financial reporting within the Annual and Half-Year Reports taken as a whole are fair, balanced and understandable and
provide information necessary for shareholders to assess the Company’s performance, business model and strategy;
• the independence, objectivity and effectiveness of the external Auditor is maintained and monitored. The Committee also reviews the
external Auditor’s performance in terms of quality and value; and
• the financial reporting internal controls system of the Company are adequate and effective.
Financial Reporting and Internal Controls
In discharging its duties and, in particular, matters relating to the approval of the Annual Report, Half-Year Report and the review of
the Company’s internal controls, the Committee considers reports and presentations made by the Company’s Auditor, Administrator,
Company Secretary, AASP (including those of its Compliance Officer) and legal advisers.
In its review of the Financial Statements, the Committee pays particular attention to the ownership of assets, the valuations of the
portfolio and recognition of income. In this regard we receive regular reporting from the Investment Manager and AASP, including reports
on the effectiveness of internal controls in these areas. In addition, the Committee discusses with, and receives reports from, the Auditor
on the nature and scope of work performed on valuation and ownership of assets and on income recognition.
The Company’s Custodian confirms title of all assets in its custody. In its consideration of valuations, the Committee notes that 72% of
the Investment Portfolio by value is held in assets that are either traded or listed on an exchange or are cash. Further, of the remaining
28% unquoted fund investments, the majority primarily hold traded securities. Valuations for these funds are supplied by third party
managers. The Audit Committee recognises that 32% of the total portfolio assets are Level 1 and 59% are Level 2 securities. Given the
significant level of externally valued assets, the Committee is satisfied with the valuation process. There is very limited management
judgement in determining valuations. The Company holds approximately £88m (9%) in private assets carried at valuations determined by
the Investment Manager. The Audit Committee considers the work done by the Investment Manager, including obtaining audited NAVs
and the work of the external Auditor in its assessment of fair values reported. Revenue recognition does not involve significant judgement
or the use of estimates.
The Audit Committee also considers the potential need for an internal audit function on an annual basis, recognising the FRC guidance
on proportionality. The Audit Committee considers internal compliance testing at the Administrator and Investment Manager to be
sufficiently independent and robust to negate the need for a standalone internal audit function.
The Committee also reviews annually the effectiveness of the Company’s risk management and internal control systems designed to
safeguard shareholders’ investment and the Company’s assets. The review process is consultative, and the Committee may seek input
from relevant service providers of the Company or other such persons as the Manager may provide, to satisfy itself that the relationship is
working and is cost efficient.
No material control weaknesses or incidents of potential fraud were identified. The Company’s service providers implement clear
whistleblowing, anti-bribery and corruption policies. The Company received direct reporting from service providers on internal controls
and audit reports on their internal controls.
The Committee is authorised by the Board to investigate any activity within its terms of reference, to seek any information it requires
from any officer or service provider to the Company, to obtain outside legal or other independent professional advice and to secure the
attendance of third parties with relevant experience and expertise if it considers this necessary.
The Chairman of the Audit Committee formally reports to the Board following each Audit Committee meeting and on other occasions as
requested by the Board.
The Audit Committee confirmed to the Board that the Annual Report, taken as a whole, is fair, balanced and understandable and provides
the information necessary for shareholders to assess the Company’s position and performance, business model and strategy.
63
Hansa Investment Company Limited Annual Report 31 March 2026
Audit: Independence and quality
The Audit Committee considers the external Auditor’s independence, objectivity, scope of work engagement team experience, compliance
with relevant ethical and professional standards and overall quality of service through a process of feedback from the Company advisors,
including the AASP, the Investment Manager, Investment Advisor and direct discussion with the Auditor. The Committee also meets with
the Auditor in an executive session at least annually and the Audit Committee Chair also has ad-hoc meetings. The current audit partner
is Lauren Cooper of PricewaterhouseCoopers LLP. This is the second year of Lauren’s role as PwC’s Lead Partner. As a global firm, PwC
has been the Company’s Auditor since its inception in 2019.
Auditors’ remuneration and terms of engagement are approved by the Audit Committee. Any non-audit services must be pre-approved
by the Audit Committee to ensure objectivity and independence of the audit is not compromised. No non-audit services are provided by
PricewaterhouseCoopers LLP to the Company. Further information on fees paid to the Auditor is contained in “Other Expenses” within
Note 4 of the Financial Statements.
Combination with Ocean Wilsons
During the year, Audit Committee members have been closely involved in the preparation for the combination. This involved active
discussions with advisers and the Auditor regarding the appropriate accounting, valuation and disclosures relating to the combination,
and the relative values of the Company and Ocean Wilsons. The Committee’s work included oversight of:
• The scope, terms of appointment and fees for the reporting accountants appointed in relation to the transaction.
• The outcome of the work undertaken by the reporting accountants on the model used to support the fair value calculations.
• The financial model used to calculate the exchange ratio.
• The proposed accounting treatment and associated accounting disclosures for the transaction.
• The planning and scope for the additional work required by the Company’s auditors in relation to the transaction as well as scope and
nature of work performed on new assets acquired with a particular focus on the private asset portfolio.
Company Auditor
The Company’s independent Auditor is PricewaterhouseCoopers LLP (“PwC UK”), a UK registered firm. The Audit Committee and Board
remain very satisfied with quality of work by the external auditors and are happy to recommend its reappointment to the shareholders at
the upcoming AGM.
For and on behalf of the Audit Committee.
Richard Lightowler
Audit Committee Chairman
7 July 2026
64
## Financial
## Statements
65
Hansa Investment Company Limited Annual Report 31 March 2026
## Independent auditor’s report
to the directors of Hansa Investment Company Limited
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS
Opinion Overview
In our opinion, Hansa Investment Company Limited’s
Audit scope
financial statements:
• We conducted our audit of the financial statements using
• give a true and fair view of the state of the Company’s affairs as information from the Manager, Juniper Partners (the
at 31 March 2026 and of its profit and cash flows for the year “Administrator”) with whom the Company has, with the
then ended; consent of the Directors, delegated the provision of certain
• have been properly prepared in accordance with International administrative functions.
Financial Reporting Standards (IFRSs) as issued by the • We tailored the scope of our audit taking into account the types
International Accounting Standards Board (IASB); and of investments within the Company, the involvement of the third
• have been prepared in accordance with the requirements of the parties referred to above, the accounting processes and controls,
Companies Act 1981 (Bermuda). and the industry in which the Company operates.
• We obtained an understanding of the control environment in
We have audited the financial statements, included within the
place at both the Manager and the Administrator, and adopted
Annual Report, which comprise:
a fully substantive testing approach using reports obtained from
the Administrator.
• the Balance Sheet as at 31 March 2026;
• the Income Statement for the year then ended;
Key audit matters
• the Statement of Changes in Equity for the year then ended;
• Valuation and Existence of Investments.
• the Cash Flow Statement for the year then ended; and
• Income from Investments.
• the notes to the financial statements, comprising
• Accounting treatment applied on acquisition of Ocean Wilsons
material accounting policy information and other
Holdings Limited investment entity.
explanatory information.
Materiality
Basis for opinion
• Overall materiality: £9,795,690 (2025: £4,610,600) based on 1% of
We conducted our audit in accordance with International
Net Assets.
Standards on Auditing (UK) (“ISAs (UK)”) and applicable law.
• Performance materiality: £7,346,768 (2025: £3,457,950).
Our responsibilities under ISAs (UK) are further described in the
Auditors’ responsibilities for the audit of the financial statements
The scope of our audit
section of our report. We believe that the audit evidence we
As part of designing our audit, we determined materiality
have obtained is sufficient and appropriate to provide a basis for
and assessed the risks of material misstatement in the
our opinion.
financial statements.
Independence Key audit matters
We remained independent of the Company in accordance with the Key audit matters are those matters that, in the auditors’
ethical requirements that are relevant to our audit of the financial professional judgement, were of most significance in the audit of
statements in the UK, which includes the FRC’s Ethical Standard, as the financial statements of the current period and include the most
applicable to listed entities, and we have fulfilled our other ethical significant assessed risks of material misstatement (whether or not
responsibilities in accordance with these requirements. due to fraud) identified by the auditors, including those which had
the greatest effect on: the overall audit strategy; the allocation of
Our audit approach resources in the audit; and directing the efforts of the engagement
team. These matters, and any comments we make on the results of
Context
our procedures thereon, were addressed in the context of our audit
Hansa Investment Company Limited (the “Company”) is a
of the financial statements as a whole, and in forming our opinion
standalone Investment Trust Company incorporated in Bermuda
thereon, and we do not provide a separate opinion on these matters.
that is listed in the United Kingdom and engages Hanseatic Asset
Management LBG as its Investment Manager and Hansa Capital This is not a complete list of all risks identified by our audit.
Partners LLP as its Investment Advisor (collectively, the ‘Manager’)
Accounting treatment applied on acquisition of Ocean Wilsons
to manage its assets. Hansa Capital Partners LLP is also engaged as
Holdings Limited investment entity is a new key audit matter this
the Company’s Additional Administrative Services Provider.
year. Otherwise, the key audit matters below are consistent with
last year.
66
FINANCIAL STATEMENTS
KEY AUDIT MATTER HOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER
Valuation and existence of investments Our approach to addressing the matter involved the
following procedures:
Refer to the Audit Committee Report, Accounting policies
(1c) and Notes to the Financial Statements (Note 7). Listed equity and quoted fund investments:
• Tested the valuation as at 31 March 2026 by agreeing the
We focused on the valuation and existence of investments
valuation to independent third-party sources; and
because the investment portfolio represents the principal
• Tested the existence as at 31 March 2026 by agreeing
element of the net asset value of the Company as disclosed in
investment holdings to an independent custodian
the Company’s balance sheet.
confirmation.
The valuation of the assets held in the investment portfolio is
the key driver of the Company’s net asset value and total return. Unlisted investments:
Incorrect investment valuation could have a significant impact
• Understood and evaluated the design and implementation
on the return generated by the shareholders.
of the process and controls surrounding the valuation of the
In particular, the unlisted investment portfolio is susceptible investments including the final approval of the valuation by the
to material error due to these investments not having market Manager and the Board of Directors;
prices available and management relying on third party • Assessed the accounting policy regarding investment valuation
information which is a significant management estimate. for compliance with the fair value requirements per IFRS
accounting standards;
• Obtained direct confirmation of the price and holdings of each
material investment from the fund administrator;
• We obtained the most recent audited financial statements and
performed the following for a sample of investments:
– Inspected the Generally Accepted Accounting Principles
(GAAP) applied and reviewed accounting policies on key
areas impacting the NAV and compared these to the fair
value requirements per IFRS Accounting Standards;
– Compared the NAV per the audited financial statements
to the capital account statements which are coterminous
with the financial statements’ year end date. Where
the price of the investment used by management is not
coterminous with the year-end we have sought supporting
evidence and applied appropriate challenge in assessing
management’s conclusion;
– Determined whether the audit firm signing the financial
statements was a recognised audit firm and reviewed the
audit report for any modifications.
67
Hansa Investment Company Limited Annual Report 31 March 2026
KEY AUDIT MATTER HOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER
Income from investments We assessed the accounting policy for income recognition for
compliance with accounting standards and the AIC SORP and
Refer to the Audit Committee Report, Accounting Policies
performed testing to check that income had been accounted for
(1g) and Notes to the Financial Statements (Note 2).
in accordance with the stated accounting policy. We found that
Gains and losses on investments is a material figure in the the accounting policies implemented were in accordance with
Income statement and comprises realised and unrealised gains accounting standards and the AIC SORP, and that income from
and losses on both listed and unlisted investments. Gains and investments has been accounted for in accordance with the stated
losses on investments are calculated based on the movement in accounting policy.
fair value in the year; whilst the fair value of listed investments
We tested the recognition of dividend income by comparing the
is derived from external sources, there is judgment involved in
dividends recorded in the financial statements to external sources.
the valuation of unlisted investments (see separate Key Audit
We also considered the classification of all dividend income,
Matter above).
including any special dividends received in the year. We have
There is an inherent risk that management may fraudulently tested the completeness of dividends by confirming that dividends
manipulate income recognition because of the pressure announced by listed investments in the year were appropriately
management may feel to achieve a certain objective. recognised by the Company.
Dividends are non-complex in nature with few judgements For unrealised gains and losses, we tested the valuation of the
involved, and therefore we consider gains relating to capital investment portfolio at the year-end (see above), together with
growth on investments over a longer-term period to be more testing the reconciliation of opening and closing investments. For
significant. As such, we focused the risk of fraud in income realised gains and losses, we tested a sample of disposal proceeds
recognition on the valuation of gains and losses on investments, by agreeing the proceeds to bank statements and we re-performed
in particular driven by judgments made in relation to the the calculation of a sample of realised gains and losses.
valuation of unlisted investments.
We also considered the risk of manipulation of income through
making manual journal entries including focussing on journals
posted classifying dividends between income and capital.
Accounting treatment applied on acquisition of Ocean We assessed the decision to treat the Company and Ocean Wilsons
Wilsons Holdings Limited investment entity Holdings Limited as investment entities under IFRS 10 and tested
the accounting treatment applied to recognise the fair value of
Refer to the Audit Committee Report, Accounting Policies
Ocean Wilsons Holdings Limited.
(1d) and Notes to the Financial Statements (Note 8).
On 10 December 2025, the Company issued new shares We reviewed the supporting documents and relevant board
by way of a court-sanctioned scheme of arrangement, to approvals, which included Board minutes, Scheme Arrangement
the shareholders of Ocean Wilsons Holdings Limited in Document, Circulars and RNS announcements, for consistency
consideration for the receipt by the Company of the remaining with the disclosures in the financial statements.
shares in OWHL. Following the completion of the transaction,
We verified the accuracy of the number of shares expected to have
OWHL is accounted for as an investment entity in accordance
been issued based on the agreed upon method per the scheme of
with IFRS 10 and therefore measured at fair value through profit
arrangement of Ocean Wilsons Holdings Limited under section 99
and loss.
of the Companies Act 1981 (Bermuda).
There is an inherent risk due to the one off nature of the
Assessed at the initial recognition the fair value of the investment to
transaction, between the Company and Ocean Wilsons Holdings
be in line with IPEV valuation guidelines and IFRS 13.
Limited, there is a higher risk that it would not be accounted for
correctly under IFRS and, due to its size, any such error would We agreed the cash, investments, other assets and liabilities
have a high risk of leading to misstatement or does not reflect transferred to the Company, as part of the combination, to the
the approved agreement between the Company and Ocean accounting records of the Company. We revalued the listed
Wilsons Holdings Limited. investments using market prices and exchange rates provided by
an independent pricing vendor, and traced the cash transferred
We focused our work on the initial accounting recognition
through bank statements. To assess the fair value of the unlisted
for this transaction, the compliance with relevant laws and
investments at the transaction date we compared the NAV to the
regulations as well as the IFRS presentation and disclosure
capital account statements as at 31 December 2025 and sought
within the Annual Report.
supporting evidence for any material variances.
We reviewed the disclosures in the Annual Report and financial
statements to ensure the combination was correctly accounted for
in accordance with IFRS.
68
FINANCIAL STATEMENTS
How we tailored the audit scope We use performance materiality to reduce to an appropriately
We tailored the scope of our audit to ensure that we performed low level the probability that the aggregate of uncorrected and
enough work to be able to give an opinion on the financial undetected misstatements exceeds overall materiality. Specifically,
statements as a whole, taking into account the structure of the we use performance materiality in determining the scope of our
Company, the accounting processes and controls, and the industry audit and the nature and extent of our testing of account balances,
in which it operates. classes of transactions and disclosures, for example in determining
sample sizes. Our performance materiality was 75% (2025: 75%) of
The Company’s accounting is delegated to the Administrator
overall materiality, amounting to £7,346,768 (2025: £3,457,950) for
who maintains the Company’s accounting records and who has
the Company financial statements.
implemented controls over those accounting records. We obtained
our audit evidence from substantive tests. However, as part of In determining the performance materiality, we considered a
our risk assessment, we understood and assessed the internal number of factors - the history of misstatements, risk assessment
controls in place at both the Manager and the Administrator to and aggregation risk and the effectiveness of controls - and
the extent relevant to our audit. This assessment of the operating concluded that an amount at the upper end of our normal range
and accounting structure in place at both organisations involved was appropriate.
obtaining and analysing the relevant controls reports issued by the
We agreed with those charged with governance that we would
independent service auditor of the Manager and the Administrator
report to them misstatements identified during our audit
in accordance with generally accepted assurance standards for
above £489,785 (2025: £230,530) as well as misstatements
such work. Following this assessment, we applied professional
below that amount that, in our view, warranted reporting for
judgement to determine the extent of testing required over each
qualitative reasons.
balance in the financial statements.
Conclusions relating to going concern
The impact of climate risk on our audit
Our evaluation of the Directors’ assessment of the Company’s
In planning our audit, we made enquiries of the Directors and
ability to continue to adopt the going concern basis of
the Manager to understand the extent of the potential impact
accounting included:
of climate change on the Company’s financial statements. The
Directors and the Manager concluded that there is no material • evaluating the Directors’ risk assessment and considering
impact on the financial statements. Our evaluation of this whether it addressed relevant threats, including wider
conclusion included challenging key judgements and estimates in macroeconomic uncertainty;
areas where we considered that there was greatest potential for • evaluating the Directors’ assessment of potential operational
climate change impact, principally in relation to the valuation of impacts, considering their consistency with other available
certain hard to value investments. We found this to be consistent information and our understanding of the business and assessed
with our understanding of the Company’s investment activities. We the potential impact on the financial statements;
also considered the consistency of the climate change disclosures • reviewing the Directors’ assessment of the Company’s financial
included in the Governance section within the financial statements position in the context of its ability to meet future expected
and our knowledge from our audit. operating expenses, their assessment of liquidity as well as
their review of the operational resilience of the Company and
Materiality oversight of key third-party service providers;
The scope of our audit was influenced by our application of • assessing the premium/discount the Company’s share price
materiality. We set certain quantitative thresholds for materiality. trades as compared to the net asset value per share to determine
These, together with qualitative considerations, helped us to whether it reflects investor confidence and market conditions,
determine the scope of our audit and the nature, timing and and evaluated the impact by considering whether a sustained
extent of our audit procedures on the individual financial discount could restrict access to capital, indicate liquidity
statement line items and disclosures and in evaluating the effect of pressures, or give rise to uncertainty; and
misstatements, both individually and in aggregate on the financial • assessing management’s scenario of a significant reduction in
statements as a whole. NAV as a result of the market’s performance on the ongoing
ability of the Company to operate.
Based on our professional judgement, we determined materiality
for the financial statements as a whole as follows: Based on the work we have performed, we have not identified
any material uncertainties relating to events or conditions that,
Overall Company £9,795,690 (2025: £4,610,600). individually or collectively, may cast significant doubt on the
materiality Company’s ability to continue as a going concern for a period of
at least twelve months from when the financial statements are
How we 1% of Net Assets
authorised for issue.
determined it
In auditing the financial statements, we have concluded that the
Rationale for We believe that net assets is the Directors’ use of the going concern basis of accounting in the
benchmark applied primary measure used by the preparation of the financial statements is appropriate.
shareholders in assessing the
However, because not all future events or conditions can be
performance of the entity, and
predicted, this conclusion is not a guarantee as to the Company’s
is a generally accepted auditing
ability to continue as a going concern.
benchmark for investment company
audits. This benchmark provides an From our work on the corporate governance statement described
appropriate and consistent year on below, we have nothing material to add or draw attention to in
year basis for our audit. relation to the Directors’ statement in the financial statements
69
Hansa Investment Company Limited Annual Report 31 March 2026
about whether the Directors considered it appropriate to adopt the Company’s prospects, the period this assessment covers and
going concern basis of accounting. why the period is appropriate; and
• The Directors’ statement as to whether they have a reasonable
Our responsibilities and the responsibilities of the Directors with
expectation that the Company will be able to continue in
respect to going concern are described in the relevant sections of
operation and meet its liabilities as they fall due over the period
this report.
of its assessment, including any related disclosures drawing
attention to any necessary qualifications or assumptions.
Reporting on other information
The other information comprises all of the information in the Our review of the Directors’ statement regarding the longer-term
Annual Report other than the financial statements and our viability of the Company was substantially less in scope than an
auditors’ report thereon. The Directors are responsible for the other audit and only consisted of making inquiries and considering the
information. Our opinion on the financial statements does not Directors’ process supporting their statement; checking that the
cover the other information and, accordingly, we do not express an statement is in alignment with the relevant provisions of the Code;
audit opinion or, except to the extent otherwise explicitly stated in and considering whether the statement is consistent with the
this report, any form of assurance thereon. financial statements and our knowledge and understanding of the
Company and its environment obtained in the course of the audit.
In connection with our audit of the financial statements, our
responsibility is to read the other information and, in doing so, In addition, based on the work undertaken as part of our audit,
consider whether the other information is materially inconsistent we have concluded that each of the following elements of the
with the financial statements or our knowledge obtained in corporate governance statement is materially consistent with the
the audit, or otherwise appears to be materially misstated. If financial statements and our knowledge obtained during the audit:
we identify an apparent material inconsistency or material
• The Directors’ statement that they consider the Annual
misstatement, we are required to perform procedures to conclude
Report, taken as a whole, is fair, balanced and understandable,
whether there is a material misstatement of the financial
and provides the information necessary for the members to
statements or a material misstatement of the other information.
assess the Company’s position, performance, business model
If, based on the work we have performed, we conclude that there
and strategy;
is a material misstatement of this other information, we are
• The section of the Annual Report that describes the review
required to report that fact. We have nothing to report based on
of effectiveness of risk management and internal control
these responsibilities.
systems; and
• The section of the Annual Report describing the work of the
Corporate governance statement
Audit Committee.
As explained in the Corporate Governance Report, the Directors
have chosen to demonstrate how the Company has met its We have nothing to report in respect of our responsibility to
obligations under the UK Corporate Governance Code (“the Code”) report when the Directors’ statement relating to the Company’s
by reporting under the 2019 Association of Investment Companies’ compliance with the Code does not properly disclose a departure
Code of Corporate Governance (“the AIC Code”). As such, we from a relevant provision of the Code specified under the Listing
refer to the AIC Code where we report the matters required under Rules for review by the auditors.
ISAs (UK) in respect of the Directors’ statements in relation to
going concern, longer-term viability and that part of the corporate Responsibilities for the financial statements and
governance statement relating to the Company’s compliance with the audit
the provisions of the Code, which the Listing Rules of the Financial
Responsibilities of the Directors for the financial
Conduct Authority specify for review by the auditor. Our additional
statements
responsibilities with respect to the corporate governance
As explained more fully in the Report of the Directors, the Directors
statement as other information are described in the Reporting on
are responsible for the preparation of the financial statements
other information section of this report.
in accordance with the applicable framework and for being
Based on the work undertaken as part of our audit, we have satisfied that they give a true and fair view. The Directors are also
concluded that each of the following elements of the corporate responsible for such internal control as they determine is necessary
governance statement, included within the Corporate Governance to enable the preparation of financial statements that are free from
Report is materially consistent with the financial statements and material misstatement, whether due to fraud or error.
our knowledge obtained during the audit, and we have nothing
In preparing the financial statements, the Directors are responsible
material to add or draw attention to in relation to:
for assessing the Company’s ability to continue as a going concern,
• The Directors’ confirmation that they have carried out a robust disclosing, as applicable, matters related to going concern and
assessment of the emerging and principal risks; using the going concern basis of accounting unless the Directors
• The disclosures in the Annual Report that describe those either intend to liquidate the Company or to cease operations, or
principal risks, what procedures are in place to identify emerging have no realistic alternative but to do so.
risks and an explanation of how these are being managed
or mitigated; Auditors’ responsibilities for the audit of the financial
• The Directors’ statement in the financial statements about statements
whether they considered it appropriate to adopt the going Our objectives are to obtain reasonable assurance about whether
concern basis of accounting in preparing them, and their the financial statements as a whole are free from material
identification of any material uncertainties to the Company’s misstatement, whether due to fraud or error, and to issue an
ability to continue to do so over a period of at least twelve auditors’ report that includes our opinion. Reasonable assurance
months from the date of approval of the financial statements; is a high level of assurance, but is not a guarantee that an audit
• The Directors’ explanation as to their assessment of the conducted in accordance with ISAs (UK) will always detect a
70
FINANCIAL STATEMENTS
material misstatement when it exists. Misstatements can arise Use of this report
from fraud or error and are considered material if, individually or This report, including the opinions, has been prepared for and only
in the aggregate, they could reasonably be expected to influence for the Company’s Directors as a body in accordance with Section
the economic decisions of users taken on the basis of these 90 of the Companies Act 1981 (Bermuda) and for no other purpose.
financial statements. We do not, in giving these opinions, accept or assume responsibility
for any other purpose or to any other person to whom this report
Irregularities, including fraud, are instances of non-compliance
is shown or into whose hands it may come save where expressly
with laws and regulations. We design procedures in line with our
agreed by our prior consent in writing.
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to which our The engagement partner on the audit resulting in this independent
procedures are capable of detecting irregularities, including fraud, auditor’s report is Lauren Cooper.
is detailed below.
Based on our understanding of the Company and industry, we
identified that the principal risks of non-compliance with laws and
regulations related to the listing requirements, and we considered
the extent to which non-compliance might have a material effect
on the financial statements. We also considered those laws and
regulations that have a direct impact on the financial statements PricewaterhouseCoopers LLP
such as the requirements of the Bermudan Companies Act of 1981. Chartered Accountants
We evaluated management’s incentives and opportunities for London
fraudulent manipulation of the financial statements (including the 7 July 2026
risk of override of controls), and determined that the principal risks
were related to posting inappropriate journal entries to manipulate
revenue (investment income and capital gains) or to increase
net asset value. Audit procedures performed by the engagement
team included:
• Enquiries with management, including consideration of known
or suspected instances of non-compliance with laws and
regulations and fraud;
• Identifying and testing journal entries, in particular year
end journal entries posted during the preparation of the
financial statements;
• Reviewing relevant meeting minutes, including those of the
Audit Committee; and
• Designing audit procedures to incorporate unpredictability
around the nature, timing or extent of our testing.
There are inherent limitations in the audit procedures described
above. We are less likely to become aware of instances of non-
compliance with laws and regulations that are not closely related
to events and transactions reflected in the financial statements.
Also, the risk of not detecting a material misstatement due to fraud
is higher than the risk of not detecting one resulting from error, as
fraud may involve deliberate concealment by, for example, forgery
or intentional misrepresentations, or through collusion.
Our audit testing might include testing complete populations of
certain transactions and balances, possibly using data auditing
techniques. However, it typically involves selecting a limited
number of items for testing, rather than testing complete
populations. We will often seek to target particular items for
testing based on their size or risk characteristics. In other cases, we
will use audit sampling to enable us to draw a conclusion about the
population from which the sample is selected.
A further description of our responsibilities for the audit of the
financial statements is located on the FRC’s website at: www.frc.
org.uk/auditorsresponsibilities. This description forms part of our
auditors’ report.
71
Hansa Investment Company Limited Annual Report 31 March 2026
## Income Statement
For the year ended 31 March 2026

|  |  |  |  | Year ended |  |  |  |  | Year ended |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  | 31 March |  |  |  |  | 31 March |  |
|  |  |  |  |  | 2026 |  |  |  |  | 2025 |
|  | Revenue |  | Capital |  | Total | Revenue |  | Capital |  | Total |
| Note |  | £000 | £000 |  | £000 |  | £000 | £000 |  | £000 |

Gains on investments held at fair value through profit or loss 7 - 122,775 122,775 - 7,6 86 7,686
Foreign exchange gains/(losses) - 1,382 1,382 - (146) (146)
Income
Investment income 2 1 7,19 5 - 17,195 7,989 9 7,998
17,195 124,157 141,352 7,98 9 7,5 4 9 15,538
Expenses
Portfolio management fees 3 (4,866) - (4,866) (3,346) - (3,346)
Other expenses 4 (5,970) - (5,970) (1,916) - (1,916)
(10,836) ‑ (10,836) (5,262) ‑ (5,262)
Return for the year 6,359 124,157 130,516 2,727 7,5 4 9 10,276
Return per Ordinary and ‘A’ non-voting Ordinary share 6 4.4p 85.5p 89.9p 2.3p 6.3p 8.6p
The Company does not have any income or expense not included in the above Statement. Accordingly, the “Return for the Year” is also
the “Total Comprehensive Income for the Year”, as defined in IAS 1 (revised) and no separate Statement of Comprehensive Income has
been presented.
The total column of this Statement represents the Income Statement, prepared in accordance with IFRS Accounting Standards (“IFRS”).
All revenue and capital items in the above Statement derive from continuing operations.
The accompanying notes on pages 76 to 92 are an integral part of this Statement.
72
FINANCIAL STATEMENTS
## Balance Sheet
As at 31 March 2026

|  | 31 March |  | 31 March |  |
| --- | --- | --- | --- | --- |
|  |  | 2026 |  | 2025 |
| Note |  | £000 |  | £000 |

Non‑current assets
Investments held at fair value through profit or loss 7 832,670 452,757
832,670 452,757
Current assets
Trade and other receivables 8 15,899 4,793
Cash and cash equivalents 9 1 7 7, 8 41 4,933
193,740 9,726
Current liabilities
Trade and other payables 10 (46,841) (1,423)
Net current assets 146,899 8,303
Net assets 979,569 461,060
Capital and reserves
Called up share capital 11 1,975 1,200
Capital redemption reserve 73 -
Contributed surplus 12 730,696 322,839
Retained earnings 13 246,825 137,0 2 1
Total equity shareholders’ funds 979,569 461,060
Net asset value per Ordinary and ‘A’ non‑voting Ordinary share 14 495.9p 384.2p
The Financial Statements of Hansa Investment Company Limited, registered in Bermuda under company number 54752, set out on
pages 72 to 75 were approved by the Board of Directors on 7 July 2026 and were signed on its behalf by
Jonathan Davie
Chairman
The accompanying notes on pages 76 to 92 are an integral part of this Statement.
73
Hansa Investment Company Limited Annual Report 31 March 2026
## Statement of Changes in Equity

|  |  |  | Capital | Contributed |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  | Share | redemption |  |  | surplus | Retained |  |  |
|  | capital |  | reserve |  | reserve | earnings |  | Total |
| For the year ended 31 March 2026 Note | £000 |  | £000 |  | £000 |  | £000 | £000 |

Net assets at 1 April 2025 1,200 - 322,839 13 7,0 2 1 461,060
New Ordinary shares issued in respect of the transaction with OWHL 11 848 - 407,1 5 0 - 4 07,998
Costs of share issue - - (335) - (335)
Shares bought back and cancelled 11 (73) 73 - (19,991) (19,991)
Profit for the year - - - 130,516 130,516
Sales proceeds of unclaimed shareholdings sold in the market - - 1,042 - 1,042
Return of unclaimed dividends relating to shareholdings sold in the market - - - 239 239
Dividends 5 - - - (960) (960)
Net assets at 31 March 2026 1,975 73 730,696 246,825 979,569

|  |  |  | Capital | Contributed |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  | Share | redemption |  |  | surplus |  | Retained |  |  |
|  | capital |  | reserve |  | reserve |  | earnings |  | Total |
| For the year ended 31 March 2025 Note | £000 |  | £000 |  | £000 |  |  | £000 | £000 |
| Net assets at 1 April 2024 1,200 |  |  |  | - | 322,839 130,508 454,547 |  |  |  |  |
| Profit for the year - |  |  |  | - |  | - 10,276 10,276 |  |  |  |
| Sales proceeds of unclaimed shareholdings sold in the market - |  |  |  | - |  | - 61 61 |  |  |  |
| Return of unclaimed dividends relating to shareholdings sold in the market - |  |  |  | - |  | - 16 16 |  |  |  |
| Dividends 5 - |  |  |  | - |  | - (3,840) (3,840) |  |  |  |

Net assets at 31 March 2025 1,200 ‑ 322,839 137,021 461,060
The accompanying notes on pages 76 to 92 are an integral part of this Statement.
74
FINANCIAL STATEMENTS
## Cash Flow Statement
For the year ended 31 March 2026

|  | Year ended |  | Year ended |  |
| --- | --- | --- | --- | --- |
|  | 31 March |  | 31 March |  |
|  |  | 2026 |  | 2025 |
| Note |  | £000 |  | £000 |

Cash flows from operating activities
Income* 130,516 10,276
Adjustments for:
Realised gains on investments 7 (13,692) (16,307)
Unrealised (gains)/losses on investments 7 (109,083) 8,621
Foreign exchange (losses)/gains (1,382) 146
Increase in trade and other receivables 8 (11,207) (3,330)
Increase in trade and other payables 10 734 1,002
Purchase of non-current investments (191,322) (93,538)
Sale of non-current investments 55,407 97,62 0
Capital distribution received 7 331,443 -
Net cash inflow from operating activities 191,414 4,490
Cash flows from financing activities
Sales proceeds of unclaimed shareholdings sold in the market 1,042 61
Return of unclaimed dividends relating to shareholdings sold in the market 239 16
Cost of shares issued (335) -
Shares bought back (19,874) -
Dividends paid 5 (960) (3,840)
Bank overdraft - (1)
Net cash outflow from financing activities (19,888) (3,764)
Increase in cash and cash equivalents 171,526 727
Cash and cash equivalents at start of financial year 4,933 4,352
Effect of foreign exchange rate changes 1,382 (146)
Cash and cash equivalents at end of year 9 1 7 7,8 4 1 4,933
* Includes dividends received of £14,660,000 (2025: £7,653,000) and interest received of £nil (2025: £nil).
The accompanying notes on pages 76 to 92 are an integral part of this Statement.
75
Hansa Investment Company Limited Annual Report 31 March 2026
## Notes to the Financial Statements
1 Material accounting policy information
Hansa Investment Company Limited is a company limited by shares, registered and domiciled in Bermuda with its registered
office shown on page 97. The principal activity of the Company is an investment vehicle.
(a) Basis of preparation
The Financial Statements of the Company have been prepared in accordance with IFRS Accounting Standards (“IFRS”). IFRS
means standards and interpretations issued (or adopted) by the International Accounting Standards Board (they comprise:
International Reporting Standards, International Accounting Standards (IAS) and Interpretations developed by the IFRS
Interpretations Committee or the former Standing Interpretations Committee (SIC)).
These Financial Statements are presented in sterling because that is the currency of the primary economic environment in
which the Company operates. The Financial Statements have been prepared on a going concern basis under the historic cost
convention, modified by financial assets held at fair value through profit or loss with the assertion of the Board on page 44.
The Financial Statements have also been prepared in accordance with the AIC Statement of Recommended Practice (SORP) for
investment trusts, issued by the AIC in July 2022, to the extent that the SORP does not conflict with IFRS. The material accounting
policy information adopted is set out below.
(b) Presentation of Income Statement
In order to better reflect the activities of an investment company and in accordance with guidance issued by the AIC,
supplementary information which analyses the Income Statement between items of a revenue and capital nature has been
presented alongside the Income Statement.
(c) Non-current investments
As the Company’s business is investing in financial assets, with a view to profiting from their total return in the form of income
received and increases in fair value, investments are classified at fair value through profit in accordance with IFRS 9. The Company
manages and evaluates the performance of these investments on a fair value basis, in accordance with its investment strategy and
information about the investments is provided on this basis to the Board of Directors.
Investments are recognised and de-recognised on the trade date. For listed investments, fair value is deemed to be bid market
prices, or closing prices for SETS stocks sourced from the London Stock Exchange. SETS is the London Stock Exchange’s
electronic trading service, covering most of the market including all FTSE 100 constituents and most liquid FTSE 250 constituents,
along with some other securities.
Fund investments are stated at fair value through profit or loss as determined by using the most recent available valuation which
is considered to be fair value at the Balance Sheet date. In some cases, this will be by reference to the most recent valuation
statement supplied by the fund’s manager. In other cases, values may be available through the fund being listed on an exchange
or via pricing sources such as Bloomberg.
Private equity investments are stated at fair value through profit or loss in accordance with the International Private Equity and
Venture Capital Valuation Guidelines (IPEV). The Company’s private equity investments are measured at fair value using the net
asset value reported by the underlying private equity fund managers (PEFM) as the most appropriate estimate of the fair value of
the Company’s interest in each fund. The Directors satisfy themselves at each reporting date that the NAV reported by the PEFM
is an appropriate proxy for fair value of the fund interest and apply adjustments where appropriate.
In the absence of a valuation by the PEFM at the balance sheet date, additional procedures to determine the reasonableness of
the fair value estimate for inclusion in the Financial Statements are performed. These may include direct enquiries of the PEFM
of the investment to understand, amongst others, valuation process and techniques used, external experts used in the valuation
process and updated details of the underlying portfolio. In addition, the Company can obtain external independent valuation data
and benchmarks to validate fair value estimates. Further, recent arms-length market transactions between knowledgeable and
willing parties where available might also be considered. Subsequent to the balance sheet date, the Administrator will review
subsequent valuations released by the Private Equity fund to look for consistency with the estimations made as described above.
The Directors regularly review the principles applied by the managers to those valuations to ensure they are in compliance with
the above policies, in particular where the valuation supplied by the PEFM is not coterminous with the Company’s balance sheet
date. Where there is an indication of a change in fair value as defined in the IPEV guidelines (commonly referred to as ‘trigger’
events) then the Directors would seek to override the NAV reported by the PEFM. There have been no such adjustments made to
the valuations as at 31 March 2026.
The Company’s investment in Ocean Wilsons Holdings Limited was, up until becoming a wholly owned subsidiary (Note 7.1),
valued as a listed investment in accordance with the above policy. OWHL was delisted on 10 December 2025 and, as a wholly
owned subsidiary, its fair value is now considered to equate to its net asset value (NAV). The underlying investments of OWHL
consist of a portfolio of listed investments, fund investments, and private equity investments. A breakdown of the portfolio is in
Note 7.3. The underlying investments of OWHL are valued on a consistent basis with the policies outlined above.
76
FINANCIAL STATEMENTS
Unrealised gains and losses, arising from changes in fair value, are included in net profit or loss for the period as a capital item in
the Income Statement and are ultimately recognised in the Capital Reserves.
(d) Investment in subsidiaries
On 10 December 2025, the Company issued new Ordinary and ‘A’ non-voting Ordinary shares, by way of a court-sanctioned scheme
of arrangement under section 99 of the Bermuda Companies Act (“the Scheme”), to the shareholders of OWHL in consideration for
the receipt by the Company of the remaining shares in OWHL (the “Transaction”, further details of which are provided in Note 7.1).
Following the combination, OWHL is a wholly owned subsidiary. The Company meets the definition of an Investment Entity in
accordance with IFRS 10 and therefore carries its investment in subsidiaries at fair value, with changes in fair value recognised
through the Income Statement.
(e) Cash and cash equivalents
Cash and cash equivalents comprise cash at bank, short-term deposits and liquidity funds with an original maturity of three months
or less and are subject to an insignificant risk of changes in capital value.
(f) Investment Income and return of capital
Dividends receivable on equity shares are recognised on the ex-dividend date. Where no ex-dividend date is quoted, dividends
are recognised when the Company’s right to receive payment is established. Dividends and Real Estate Investment Trusts’ (REIT)
income are all stated net of withholding tax. In many cases, Bermudan companies cannot recover foreign incurred taxes withheld on
dividends and capital transactions. As a result, any such taxes incurred will be charged as an expense and included here.
When an investee company returns capital to the Company, the amount received is treated as a reduction in the book cost of that
investment and is classified as sale proceeds.
(g) Expenses
All expenses are accounted for on an accruals basis. Expenses are charged through the revenue column of the Income Statement,
except expenses which are incidental to the acquisition or disposal of an investment which are charged to the capital column of the
Income Statement.
(h) Taxation
Under Bermudan law, to the extent the Company remains out of scope of the Corporate Income Tax Act 2023 (the “CIT Act”), the
Company is not required to pay taxes in Bermuda on either income or capital gains.
Bermuda enacted the CIT Act on 27 December 2023. Entities subject to tax under the CIT Act are the Bermuda constituent entities
of multi-national groups. A multi-national group is defined under the CIT Act as a group with entities in more than one jurisdiction
with consolidated revenues of at least EUR750m for two out of the four previous fiscal years. If Bermuda constituent entities of a
multi-national group are subject to tax under the CIT Act, such tax is charged at a rate of 15% of the net taxable income of such
constituent entities as determined in accordance with and subject to the adjustments set out in the CIT Act (including in respect of
foreign tax credits applicable to the Bermuda constituent entities).
Consolidated revenues of the Company’s group are less than EUR750mm in each previous fiscal year. On this basis, the Company is
not, and neither is it expected to be, in scope of the CIT Act regime.
(i) Foreign Currencies
Transactions denominated in foreign currencies are recorded in the local currency, at the actual exchange rates as at the date of the
transaction. Assets and liabilities denominated in foreign currencies at the balance sheet date are reported at the rate of exchange
prevailing at the balance sheet date. Any gains or losses arising from a change in exchange rates, subsequent to the date of the
transaction, are included as exchange gains or losses in the capital or revenue column of the Income Statement, depending on
whether the gains or losses are of a capital or revenue nature respectively.
(j) Reserves
Retained earnings – capital
The following are credited or charged to this reserve via the capital column of the Income Statement:
• gains and losses on the disposal of investments;
• exchange differences of a capital nature;
• expenses charged to the capital column of the Income Statement in accordance with the above accounting policies; and
• increases and decreases in the valuation of investments held at the balance sheet date.
Retained earnings – revenue
The following are credited or charged to this reserve via the revenue column of the Income Statement:
• net revenue recognised in the revenue column of the Income Statement.
Contributed surplus
Due to the transaction with OWHL having been undertaken by an exchange of shares, the excess value of the shares acquired over
the nominal value of the shares issued has been credited to the contributed surplus reserve, rather than a share premium account,
in accordance with section 40 of the Companies Act 1981 (Bermuda). Sales proceeds of unclaimed shareholdings sold in the market
are also allocated to this reserve.
77
Hansa Investment Company Limited Annual Report 31 March 2026
Capital redemption reserve
The capital redemption reserve represents the nominal value of Ordinary shares repurchased and cancelled. Under Bermudan
Company Law, Retained Earnings and Contributed Surplus Reserve are both distributable, subject to the restrictions described in
section 54 of the Companies Act 1981 (Bermuda).
(k) Significant Judgements and Estimates
The presentation of the financial statements in accordance with accounting standards requires the Board to make judgements,
estimates and assumptions that affect the accounting policies and reported amounts of assets, liabilities, income and expenses.
Estimates and judgements are continually evaluated and are based on perceived risks, historical experience, expectations of
plausible future events and other factors. Actual results may differ from these estimates.
The consideration of the transaction with OWHL and the decision to account for OWHL as an investment entity under IFRS 10, as
detailed in Note 1(d) above, are significant judgements.
The key significant estimate to report, concerns the Company’s valuation of its unquoted and private equity investments. As
described in Note 1(c) where year-end valuations are not available, the Directors establish an estimate of the value at 31 March,
using unaudited valuations of the underlying unlisted investments as at 31 December, as supplied by the investment advisers or
managers of those funds or partnerships and roll forward for any calls and distributions in the subsequent quarter and any foreign
exchange movements plus significant events which have occurred in the subsequent quarter.
The choice to use the December quarter end valuations and apply a roll forward process to incorporate any known transactions
and material events is a judgement made each year for such investments classified within Level 3 of the fair value hierarchy, as
disclosed in Note 17. As OWHL is an unquoted investment, it is included in the Level 3 total of £286.0m. However, on a look-
through basis, only £81.6m of the underlying investments of OWHL’s closing NAV of £276.0m relates to Level 3 investments.
Accordingly, the total underlying value of Level 3 investments held is £91.6m, representing 11.0% of total investments at 31 March
2026. In the Directors’ opinion, under foreseeable market conditions the collective value of these investments could increase or
decrease in the short term by more than 10%. A 10% decrease in the value of the Level 3 portfolio at the year-end, on a look-
through basis, would equate to £9.2m, or 0.9% of net assets; a 10% increase would have an equivalent positive impact.
(l) Adoption of new and revised standards
The International Accounting Standards Board (IASB) has issued amendments to IAS 21, The Effects of Changes in Foreign
Exchange Rates, titled Lack of Exchangeability, which are effective for annual reporting periods beginning on or after 1 January
2025. These amendments provide guidance on determining the exchange rate when a currency is not exchangeable and require
additional disclosures in such circumstances. The adoption of this amendment has not had any impact on the disclosures or the
amounts reported in the Financial Statements.
Not yet applied
The Company does not expect any other standards endorsed by the UK Endorsement Board (UKEB), but not yet effective, to have
a material impact.
(m) Operating Segments
The Company considers it has one operating segment for the purposes of IFRS 8.
2 Investment income

| Revenue |  | Revenue |  |
| --- | --- | --- | --- |
| Year ended |  | Year ended |  |
| 31 March |  | 31 March |  |
|  | 2026 |  | 2025 |
|  | £000 |  | £000 |

Income from quoted investments
Dividends 14,689 7,989
Gains on liquidity funds 2,506 -
Total Income allocated to revenue 17,195 7,98 9
Note: Of the dividend income received during the financial year, £12.6m was received from the Company’s Strategic Holding in OWHL
by way of dividends received on 28 May 2025 and 18 July 2025. The remainder was received from holdings within the Direct Global
Equity and Country / Thematic sleeves (2025: £6.3m received from OWHL).
78
FINANCIAL STATEMENTS
3 Portfolio management fee

| Revenue |  | Revenue |  |
| --- | --- | --- | --- |
| Year ended |  | Year ended |  |
| 31 March |  | 31 March |  |
|  | 2026 |  | 2025 |
|  | £000 |  | £000 |

Portfolio management fee 4,866 3,346
Total management fee 4,866 3,346
During the prior year and for the period from 1 April 2025 to 9 December 2025, the portfolio management fee was charged at an annual
rate of 1% of the net assets of the Company (after any borrowings), after deducting the value of the investment in OWHL, on which no
fee was payable. As disclosed on page 51, from the date of the transaction with OWHL, the portfolio management fee is charged at
an annual rate of 0.8% of the net assets of the Company up to £500m and 0.7% of net assets thereafter.
4 Other expenses

| Revenue |  | Revenue |  |
| --- | --- | --- | --- |
| Year ended |  | Year ended |  |
| 31 March |  | 31 March |  |
|  | 2026 |  | 2025 |
|  | £000 |  | £000 |

Administration fees 369 165
Directors' remuneration 564 286
Auditor's remuneration for audit of the Company’s Annual Financial Statements 289 75
Printing fees 23 32
Directors' liability insurance 84 62
Marketing 70 74
Registrar's fees 102 61
Banking charges 173 75
Secretarial services 193 129
Travel expenses 342 290
Broker fees 64 33
Stock Exchange listing fees 59 63
Safe custody fees 239 205
Management fee rebate from GAM (39) (18)
Fees in relation to the transaction with OWHL 3,170 -
Other 268 384
Total Other Expenses 5,970 1,916
79
Hansa Investment Company Limited Annual Report 31 March 2026
5 Dividends paid

| Year ended |  | Year ended |  |
| --- | --- | --- | --- |
| 31 March |  | 31 March |  |
|  | 2026 |  | 2025 |
|  | £000 |  | £000 |

Amounts recognised as distributed to shareholders in the year are as follows:
Fourth interim dividend for 2025 (paid 30 May 2025): 0.8p (2024: 0.8p) 960 960
(2025: First interim dividend: 0.8p) - 960
(2025: Second interim dividend: 0.8p) - 960
(2025: Third interim dividend: 0.8p) - 960
Total dividends paid 960 3,840
Set out below are the total dividends paid and proposed in respect of the current financial year. Where there has been no revenue
available for distribution by way of dividend for the year, dividends have been paid from contributed surplus which is permitted by
Bermudan company law.

| Year ended |  | Year ended |  |
| --- | --- | --- | --- |
| 31 March |  | 31 March |  |
|  | 2026 |  | 2025 |
|  | £000 |  | £000 |

(2025: First interim dividend: 0.8p) - 960
(2025: Second interim dividend: 0.8p) - 960
(2025: Third interim dividend: 0.8p) - 960
Interim dividend for 2026 (payable August 2026): 2.0p (2025: Fourth interim dividend: 0.8p) 3,912 960
Total dividends paid and proposed 3,912 3,840
The Board has announced an interim dividend of 2.0p per Ordinary and ‘A’ non-voting Ordinary share, relating to the year ended 31
March 2026. No final dividend is proposed for the year ended 31 March 2026.
6 Return on Ordinary shares (equity)

| Revenue |  |  | Capital |  | Total | Revenue |  |  | Capital |  | Total |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| year ended |  | year ended |  | year ended |  | year ended |  | year ended |  | year ended |  |
| 31 March |  |  | 31 March | 31 March |  | 31 March |  |  | 31 March | 31 March |  |
|  | 2026 |  | 2026 |  | 2026 |  | 2025 |  | 2025 |  | 2025 |

Returns per share 4.4p 85.5p 89.9p 2.3p 6.3p 8.6p
Returns
Revenue return per share is based on the revenue attributable to equity shareholders of £6,359,000 (2025: £2,727,000).
Capital return per share is based on the capital profit attributable to equity shareholders of £124,157,000 (2025: profit of £7,549,000).
Total return per share is based on a combination of revenue and capital returns attributable to equity shareholders, amounting to net
profit of £130,516,000 (2025: profit of £10,276,000).
Both revenue and capital return are based on a weighted average of 145,146,639 of combined Ordinary shares and ‘A’ non-voting
Ordinary shares in issue throughout the year (2025: 40,000,000 Ordinary shares and 80,000,000 ‘A’ non-voting Ordinary shares).
80
FINANCIAL STATEMENTS
7 Investments held at fair value through profit or loss

|  |  |  | 2026 |  |  |  | 2025 |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Listed | Unquoted |  | Total | Listed | Unquoted |  | Total |
| £000 |  | £000 | £000 | £000 |  | £000 | £000 |

Cost at 1 April 253,902 90,380 344,282 230,152 101,905 332,057
Investment holding gains at 1 April 93,884 14,591 108,475 94,584 22,512 11 7,096
Valuation as at 1 April 3 4 7,78 6 104,971 452,757 324,736 124,417 44 9,15 3
Movements in the year:
Change in categorisation* (126,046) 126,046 - - - -
Purchases at cost 190,219 453,668 643,887 76,656 16,882 93,538
Sales – proceeds** (29,873) (356,876) (386,749) (69,213) (28,406) (9 7,62 0)
Movement in investment holding gains 37, 2 8 4 85,491 122,775 15,606 ( 7,920) 7,686
Valuation as at 31 March 419,370 413,300 832,670 3 4 7,7 8 6 104,972 452,757
Cost as at 31 March 349,083 266,029 615,112 253,902 90,380 344,282
Investment holding gains 70,287 147,271 217,558 93,884 14,592 108,475
Valuation as at 31 March 419,370 413,300 832,670 3 4 7,7 8 6 104,972 452,757
* Includes impact of OWHL delisting following the completion of the Scheme of Arrangement as described in note 7.2.
** Following completion of the combination, the Company received £331,443,000, by way of dividend paid from Ocean Wilsons Holdings Limited, reflecting a
return of its investment capital.

| Year ended |  | Year ended |  |
| --- | --- | --- | --- |
| 31 March |  | 31 March |  |
|  | 2026 |  | 2025 |
|  | £000 |  | £000 |

Gains on sales 13,692 16,307
Movement in investment holding gains 109,083 (8,621)
Gains on investments held at fair value through profit or loss 122,775 7,6 86
Transaction costs
During the year expenses were incurred in acquiring and disposing of investments classified as fair value through profit or loss. These
have been expensed through capital and are included within gains on investments in the Income Statement. The total costs were
as follows:
2026 2025
£000 £000
Purchases 99 40
Sales 12 9
111 49
81
Hansa Investment Company Limited Annual Report 31 March 2026

## 7.1 Business combination

### Background

On 28 July 2025, the Company and Ocean Wilsons announced that they had reached agreement on the terms of an all-share combination of the Company and Ocean Wilsons to be implemented by means of a Court-sanctioned scheme of arrangement under section 99 of the Companies Act between Ocean Wilsons and Scheme Shareholders. (The "Scheme" or "Combination").

It was agreed that the combination would be undertaken by way of a share for share exchange with the exchange-ratio based on relative fair values of the Company and OWHL.

The assets of OWHL consisted of a portfolio of listed investments, fund investments, private equity investments, liquidity funds, cash at bank, and other net current assets. There was significant amounts of cash and liquidity funds at the time of the combination. This arose from the sale by Ocean Wilsons of its investment in Wilson Sons, the Brazilian maritime business, to MSC which completed in June 2025.

### The Combination

In accordance with the prospectus published on 14 August 2025, on 10 December 2025 the Company issued 28,264,460 new Ordinary and 56,528,920 new 'A' non-voting Ordinary shares, to the shareholders of OWHL in consideration for the receipt by the Company of the remaining shares in OWHL (see Note 11). Under the Scheme, the Company became the owner of the entire issued share capital of OWHL. Prior to the combination, the Company held 33.06% of the outstanding shares in OWHL, which were carried at bid market price. A fair value adjustment to the carrying value of these holdings of £91,604,000 was recognised, being the difference between the share price and the fair value of net assets held at the date of the transaction. The new shares issued are recognised in share capital and contributed surplus within the Statement of Changes in Equity in the aggregate amount of £407,998,000 with an equal amount included within investment purchases for the assets acquired (Note 7). Direct costs associated with the share issue have been recognised through contributed surplus. Other professional costs incurred in relation to the transaction have been recognised in the Income Statement.

There is an ongoing process to transfer title of the underlying investments to HICL from OWHL

### Accounting Treatment of the Subsidiaries

IFRS 10 provides a consolidation exception to companies that qualify as an "Investment Entity", whereby, investments in subsidiaries are not consolidated but are carried at fair value with changes in fair value recognised in the Income Statement.

The Company qualifies as an "Investment Entity" as:

- (a) the Company obtains funds from investors for the purpose of providing the investors with investment management services;
- (b) the Company commits to investors that its business purpose is to invest funds solely for returns for capital appreciation, investment income, or both; and
- (c) the Company confirms that it measures and evaluates the performance of substantially all of its investments on a fair value basis.

Other characteristics of the Company supporting this classification is that there are multiple investments and many underlying investors. Additionally investors are not exclusively related parties and the underlying investment positions taken are commonly in the form of equity.

OWHL is also considered to be an investment entity. Although OWHL has only one investor (the Company), this is not inconsistent with its classification as an investment entity. IFRS 10 permits an investment entity to have a wholly-owned subsidiary that is itself an investment entity, where that subsidiary holds investments on behalf of the parent investment entity. The Directors consider that this is the case here: OWHL holds a portfolio of investments which contribute to the achievement of the Company's investment strategy, and the underlying investments are themselves held for capital appreciation and investment income on behalf of the Company's broader investor base.

## 7.2 Investment in Ocean Wilsons Holdings

The following table shows the Company's single direct subsidiary (Ocean Wilsons Holdings Limited). Note 21 lists the Company's indirect subsidiaries held through this company.

|   | Country of incorporation or registration | Class of Capital | % of class held | Registered Office  |
| --- | --- | --- | --- | --- |
|  Ocean Wilsons Holdings Limited | Bermuda | Ordinary | 100.0 | Richmond House, 12 Par-la-Ville Road, Hamilton, Bermuda  |

On 10 December 2025, the Company completed a transaction with Ocean Wilsons Holdings Limited by way of a court-sanctioned scheme of arrangement under section 99 of the Bermuda Companies Act ("the scheme"). Prior to the transaction, the Company held 33.06% of the OWHL shares in issue. Under the scheme, the Company became the owner of the entire issued share capital of OWHL.

82
FINANCIAL STATEMENTS

The purchase was achieved by the transfer of scheme shares to the Company in consideration for which eligible OWHL shareholders received newly issued shares in the Company. 28,264,460 new Ordinary shares and 56,528,920 new 'A' Ordinary shares were issued by the Company in exchange for the remaining shares of OWHL. The new shares were admitted to trading on the Main Market of the London Stock Exchange on 10 December 2025. The consideration of the shares issued is considered to equate to the fair value of the assets acquired, being £407,998,000.

As explained in Note 1(d), the investment in the subsidiary undertaking is not consolidated and is instead measured at fair value, deemed to be its net assets. It holds a portfolio of investments in global equities, funds, and private equity, which are valued in accordance with the policies described in Note 1(c). Details of the underlying investments held by OWHL are included in Note 7.3 and the allocation under the fair value hierarchy is disclosed in Note 17. There is an ongoing process for these investments to be transferred to the Company and the investment value of OWHL will be reduced accordingly over time.

As at 31 March 2026 the fair value of this investment was £276,038,000. A summary of the transaction and the movement in the valuation in the year is below:

|   | £000  |
| --- | --- |
|  Opening value at 31 March 2025 | 132,342  |
|  Movement in investment holding gains up to transaction date | (22,447)  |
|  **Value of original holding, immediately prior to transaction, based on bid price** | **109,895**  |
|  Fair value uplift applied to original holding | 91,604  |
|  **Fair value of original holding at transaction date, based on underlying net assets** | **201,499**  |
|  Fair value of assets acquired on completion of the combination | 407,998  |
|  Capital distribution from OWHL to the Company | (331,443)  |
|  Movement in investment holding gains to year end | (2,016)  |
|  **Closing value at 31 March 2026** | **276,038**  |

### 7.3 Investment portfolio on a look through basis

|  Investments | Company excluding OWHL £000 | OWHL £000 | Total £000  |
| --- | --- | --- | --- |
|  **Country and Thematic Funds**  |   |   |   |
|  iShares Core S&P 500 UCITS ETF | 74,731 | 25,701 | 100,432  |
|  Life Cycle US Equity Fund - UCITS | 46,404 | - | 46,404  |
|  Polar Capital Global Technology Fund | 22,356 | 7,825 | 30,182  |
|  iShares Core MSCI Europe UCITS ETF | 25,098 | 3,931 | 29,029  |
|  Helikon Long Short Equity Fund ICAV | 18,153 | 8,487 | 26,640  |
|  Schroder ISF Asian Total Return | 17,684 | 6,075 | 23,759  |
|  iShares Expanded Tech Sector ETF | 18,276 | 5,326 | 23,602  |
|  Findlay Park American Fund | 21,339 | 1,754 | 23,093  |
|  Schroder ISF Global Recovery | 14,783 | 7,108 | 21,892  |
|  BlackRock Strategic Equity Hedge Fund | 9,413 | 11,563 | 20,975  |
|  Pershing Square Holdings Ltd | 15,346 | 2,761 | 18,107  |
|  Polar Capital Global Insurance Fund | 12,085 | 5,717 | 17,802  |
|  iShares MSCI EM Asia UCITS ETF | 17,325 | - | 17,325  |
|  Egerton Long - Short Fund Limited | 11,297 | 3,826 | 15,123  |
|  Select Equity Offshore, Ltd | 14,547 | - | 14,547  |
|  RA Capital International Healthcare Fund | 9,301 | 5,042 | 14,343  |
|  BA Beutel Goodman US Value Fund | 10,676 | 3,564 | 14,240  |
|  Simplex Value Up Trust | 8,296 | 4,566 | 12,862  |
|  Albemarle Shipping Fund | 8,895 | 3,631 | 12,526  |
|  Redwheel Next Generation Emerging Markets Equity Fund | 9,743 | 2,068 | 11,810  |
|  iShares Core EM IMI UCITS ETF | 8,024 | 2,460 | 10,484  |

83
Hansa Investment Company Limited Annual Report 31 March 2026

|   | Company excluding OWHL £000 | OWHL £000 | Total £000  |
| --- | --- | --- | --- |
|  **Investments** |  |  |   |
|  Armistice Capital Offshore Fund Ltd | 6,463 | 3,928 | 10,391  |
|  Alma Eikoh Japan Large Cap Equity Fund | 6,972 | 2,180 | 9,152  |
|  Arcus Japan Fund | 6,555 | 2,350 | 8,905  |
|  Polar Capital Funds PLC - Biotechnology Fund | 8,475 | - | 8,475  |
|  BlackRock Frontiers Investment Trust PLC | 5,990 | 1,838 | 7,828  |
|  *Holdings below £500k* | - | 113 | 113  |
|   | **428,227** | **121,814** | **550,041**  |

### Direct Global Equities

|  Interactive Brokers Group Inc | 9,340 | - | 9,340  |
| --- | --- | --- | --- |
|  Subsea 7 | 6,399 | - | 6,399  |
|  Arch Capital Group | 6,243 | - | 6,243  |
|  International Petroleum Corporation | 6,087 | - | 6,087  |
|  Bergman & Beving | 5,213 | - | 5,213  |
|  Glencore PLC | 5,174 | - | 5,174  |
|  Eurowag | 5,099 | - | 5,099  |
|  CTT Correios de Portugal | 4,795 | - | 4,795  |
|  CK Hutchison | 4,481 | - | 4,481  |
|  4imprint | 3,437 | - | 3,437  |
|  Bristol-Myers Squibb | 3,210 | - | 3,210  |
|  Helios Towers PLC | 2,691 | - | 2,691  |
|  Rosebank Industries PLC | 2,449 | - | 2,449  |
|  Ayala Corp | 1,314 | - | 1,314  |
|  Qualitas Controladora S.A.B de C.V. | 940 | - | 940  |
|   | **66,872** | **-** | **66,872**  |

### Diversifying Assets

|  Global Event Partners Ltd | 6,112 | 3,333 | 9,446  |
| --- | --- | --- | --- |
|  Selwood AM - Liquid Credit Strategy | 5,410 | 3,529 | 8,938  |
|  Nephila Iron Catastrophe Fund Ltd | 4,824 | 2,356 | 7,180  |
|  BioPharma Credit PLC | 4,279 | 2,652 | 6,931  |
|  DV4 Ltd | 6,639 | - | 6,639  |
|  Apollo Multi-Asset Credit Replacement | 4,050 | 2,536 | 6,586  |
|  CQS Credit Multi Asset Fund | 3,812 | 2,342 | 6,154  |
|  Prana Absolute Return Fund | 3,624 | 2,070 | 5,694  |
|  BlackRock Systematic Total Alpha Fund Ltd | 3,541 | 1,969 | 5,510  |
|  Winton Trend Fund UCITS | 3,008 | 1,225 | 4,233  |
|  Artisan Credit Opportunities Offshore Fund Ltd | 2,861 | 1,354 | 4,215  |
|  John Street Systematic Fund Limited | 2,561 | 1,220 | 3,782  |
|  Hudson Bay International Fund Ltd | 1,784 | 1,177 | 2,960  |
|  Vanguard US Government Bond Index Fund | 2,309 | 563 | 2,872  |
|  Lazard Convertible Global | 1,070 | 492 | 1,562  |
|  Trium Khartes Fund | 1,440 | - | 1,440  |
|   | **57,324** | **26,818** | **84,142**  |

84
FINANCIAL STATEMENTS

|  Investments | Company excluding OWHL £000 | OWHL £000 | Total £000  |
| --- | --- | --- | --- |
|  **Private Assets**  |   |   |   |
|  TA Associates | 815 | 8,008 | 8,824  |
|  Silver Lake Partners | - | 8,755 | 8,755  |
|  Stepstone VC Global Partners | - | 7,112 | 7,112  |
|  KKR Americas | - | 6,922 | 6,922  |
|  Khosla Ventures | 944 | 3,932 | 4,876  |
|  BPEA Private Equity | 642 | 4,176 | 4,818  |
|  Reverence Capital Partners | - | 4,161 | 4,161  |
|  Partners Group | - | 3,587 | 3,587  |
|  PAI Europe | - | 3,439 | 3,439  |
|  Mayfield | - | 3,216 | 3,216  |
|  OrbiMed | 154 | 2,958 | 3,112  |
|  Gryphon Partners | 653 | 2,214 | 2,867  |
|  Apollo Overseas Partners | - | 2,454 | 2,454  |
|  Pangaea II, LP | - | 2,451 | 2,451  |
|  Great Point Partners | - | 2,274 | 2,274  |
|  Five Arrows | - | 2,270 | 2,270  |
|  Triton | 113 | 2,095 | 2,209  |
|  Windjammer | - | 2,159 | 2,159  |
|  GGV | 362 | 1,607 | 1,968  |
|  EQT Mid Market Europe, LP | - | 1,426 | 1,426  |
|  African Minerals Exploration & Development Fund, SICAR | - | 1,252 | 1,252  |
|  TrueBridge Capital Partners | 526 | 659 | 1,184  |
|  Hony Capital Fund V, LP | - | 1,080 | 1,080  |
|  Gramercy Distressed Opportunity Fund II, LP | - | 946 | 946  |
|  African Development Partners I, LLC | - | 889 | 889  |
|  MCP Private Capital Fund II, LP | - | 877 | 877  |
|  Navegar I, LP | - | 849 | 849  |
|  China Harvest II, LP | - | 598 | 598  |
|  L Capital Asia | - | 566 | 566  |
|  *Holdings below £500k* | - | 947 | 947  |
|   | **4,209** | **83,879** | **88,088**  |
|  **Total investments** | **556,632** | **232,511** | **789,143**  |
|  Net current assets | 146,899 | 43,527 | 190,426  |
|  **Net assets** | **703,531** | **276,038** | **979,569**  |

85
Hansa Investment Company Limited Annual Report 31 March 2026
8 Trade and other receivables
The Company applies the IFRS 9 simplified approach to measuring expected credit losses, which uses a lifetime expected loss
allowance for all trade receivables and contract assets.
2026 2025
£000 £000
Amounts due from unsettled trades - 101
Prepayments and accrued income 15,899 4,692
15,899 4,793
9 Cash and cash equivalents
2026 2025
£000 £000
Cash at bank 20,055 390
Liquidity funds 157,786 4,543
1 7 7,8 41 4,933
10 Trade and other payables
2026 2025
£000 £000
Amounts payable for unsettled trades 45,636 1,069
Amounts payable for unsettled share buyback 117 -
Other creditors and accruals 1,088 353
46,841 1,422
11 Called up share capital

|  |  |  |  | 2026 |  |  |  | 2025 |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  | Nominal |  |  |  | Nominal |  |
|  |  | 2026 |  | value |  | 2025 |  | value |
| Ordinary shares of 1p | Number |  |  | £000 | Number |  |  | £000 |

Balance brought forward 40,000,000 400 40,000,000 400
Issue of new Ordinary shares as a result of the combination with OWHL 28,264,460 283 - -
Ordinary shares bought back for cancellation (910,850) (9) - -
Ordinary shares in issue at the end of the year 67,353,610 674 40,000,000 400
‘A’ non‑voting Ordinary shares of 1p
Balance brought forward 80,000,000 800 80,000,000 800
Issue of new Ordinary shares as a result of the combination with OWHL 56,528,920 565 - -
Ordinary shares bought back for cancellation (6,365,000) (64) - -
Ordinary shares in issue at the end of the year 130,163,920 1,301 80,000,000 800
Total of Ordinary and ‘A’ non‑voting Ordinary shares 197,517,530 1,975 120,000,000 1,200
86
FINANCIAL STATEMENTS
The ‘A’ non-voting Ordinary shares do not entitle the holders to receive notices or to vote, either in person or by proxy, at any general
meeting of the Company, but in all other respects rank pari passu with the Ordinary shares of the Company.
During the year the Company issued 28,264,460 new Ordinary shares and 56,528,920 new ‘A’ non-voting Ordinary shares in exchange
for the remaining shares of OWHL, as summarised in note 7.2.
The Company also bought back 910,850 Ordinary shares and 6,365,000 ‘A’ non-voting Ordinary shares at a total cost of £19,991,000
(2025: no shares bought back). All shares bought back were cancelled. The cost of the buybacks is recognised through retained
earnings. The capital redemption reserve comprises the value of the shares purchased and cancelled by the Company from the
distributable profits.
12 Contributed surplus
2026 2025
£000 £000
Opening balance at 1 April 322,839 322,839
Issue of new Ordinary shares and 'A' non-voting Ordinary shares 407,150 -
Listing fees charged on issue of shares (335) -
Sales proceeds of unclaimed shareholdings sold in the market 1,042 -
Closing balance at 31 March 730,696 322,839
The consideration of the shares issued represents the fair value of the OWHL assets acquired under the scheme of arrangement
(note 7.2). Sales proceeds of unclaimed shareholdings sold in the market includes £61,000 relating to the year ended 31 March 2025,
which was recognised through retained earnings in the prior year. A corresponding debit has been included through retained earnings
(Capital - other) in the current year to reflect the reallocation of this amount through the appropriate reserve.
13 Retained earnings

|  |  |  |  |  |  | Reserves |  |  |  |  |  |  |  | Reserves |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  | Capital – |  |  |  |  |  |  |  | Capital – |  |  |  |
|  |  |  |  | investment |  |  | Total |  |  |  |  | investment |  |  | Total |
|  |  | Capital – |  | holding |  | retained |  |  |  | Capital – |  | holding |  | retained |  |
| Revenue |  |  | other |  | profit | earnings |  | Revenue |  |  | other |  | profit | earnings |  |
|  | 2026 |  | 2026 |  | 2026 |  | 2026 |  | 2025 |  | 2025 |  | 2025 |  | 2025 |
|  | £000 |  | £000 |  | £000 |  | £000 |  | £000 |  | £000 |  | £000 |  | £000 |

Opening balance at 1 April (3,204) 31,750 108,475 137,0 2 1 (2,090) 15,502 11 7,0 9 6 130,508
Profit for the year 6,359 15,313 109,083 130,755 2,726 16,248 (8,621) 10,353
Shares bought back for cancellation - (19,991) - (19,991) - - - -
Dividend paid (960) - - (960) (3,840) - - (3,840)
Closing balance at 31 March 2,195 2 7,0 7 2 2 1 7, 5 5 8 246,825 (3,204) 31,750 108,475 137,021
14 Net asset value
2026 2025
Net Asset Value per Ordinary and ‘A’ non‑voting Ordinary share 495.9p 384.2p
The NAV per Ordinary and ‘A’ non-voting Ordinary share is based on the net assets attributable to equity shareholders of £979,569,000
(2025: £461,060,000) and on 67,353,610 Ordinary shares (2025: 40,000,000) and 130,163,920 ‘A’ non-voting Ordinary shares (2025:
80,000,000) in issue at 31 March 2026.
87
Hansa Investment Company Limited Annual Report 31 March 2026
15 Commitments and contingencies
The Company has the following outstanding commitments as at 31 March 2026. The below table shows both those commitments of
the Company and those of OWHL:
2026
Company

| excluding |  | 2026 | 2026 | 2025 |
| --- | --- | --- | --- | --- |
|  | OWHL | OWHL | Total | Total |
|  | £000 | £000 | £000 | £000 |

Apollo Overseas Partners - 1,817 1,817 -
Blackstone - 836 836 -
BPEA Private Equity 861 3,481 4,342 1,214
EQT Mid Market Europe - 88 88 -
Five Arrows - 1,092 1,092 -
GGV 570 1,493 2,063 748
Great Point Partners - 755 755 -
Gryphon Partners 1,681 2,041 3,722 1,007
Khosla Ventures 250 3,299 3,549 474
KKR Americas - 3,494 3,494 -
Mayfield - 193 193 -
OrbiMed 2,110 3,419 5,529 -
PAI Europe - 1,234 1,234 -
Partners Group - 1,511 1,511 -
Primary Capital - 122 122 -
Reverence Capital Partners 2,269 3,251 5,520 -
Silver Lake Partners - 1,109 1,109 -
Stepstone VC Global Partners - 515 515 -
TA Associates 1,851 2,864 4,715 2,454
Triton 1,415 1,944 3,359 1,456
TrueBridge Capital Partners 449 561 1,010 696
Windjammer - 1,444 1,444 -
11,456 36,563 48,019 8,049
16 Financial instruments and associated risks
The Company’s financial instruments comprise securities, cash balances, debtors and creditors. These assets are classified in the
following measurement categories:
• those to be measured subsequently at fair value through profit or loss; and
• those to be measured at amortised cost.
The financial assets held at amortised cost include trade and other receivables, cash and cash equivalents.
Risk Objectives and Policies
The objective of the Company is to achieve growth of shareholder value commensurate with the risks taken, bearing in mind that the
protection of long-term shareholder value is paramount. The policy of the Board is to provide a framework within which the Investment
Manager can operate and deliver the objectives of the Company. In pursuing its investment objective, the Company is exposed
to a variety of risks that could result in either a reduction in the Company’s net assets and/or a reduction of the profits available
for dividends.
These risks include those identified by the accounting standard IFRS 7, being market risk (comprising currency risk, interest rate risk
and other price risk), liquidity risk and credit risk. The Directors’ approach to the management of these is set out below. The Board, in
conjunction with the Investment Manager and Company Secretary, oversees the Company’s risk management.
88
FINANCIAL STATEMENTS
Foreign currency risk
Foreign currency risks arise in two distinct areas which affect the valuation of the investment portfolio. 1) the direct exposure where
an investment is denominated and paid for in a currency other than sterling; and 2) the indirect exposure where an investment has
substantial non-sterling underlying investment and/or cash flows. The Company does not normally hedge against foreign currency
movements affecting the value of the investment portfolio, but takes account of this risk when making investment decisions. Some of
the fund investments into which the Company invests will, in part or in whole, hedge some of their underlying currency risk, but this
will be known at the time of investment and will form part of the investment decision. In those cases, the hedging will not remove the
exposure to the underlying country or market sector. The Investment Manager monitors the effect of foreign currency fluctuations
through the pricing of the investments by the various markets.

|  | Direct |  | No direct |  |  |  | Direct |  | No direct |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  | foreign |  |  | foreign |  |  | foreign |  |  | foreign |  |
| currency risk |  | currency risk |  |  | Total | currency risk |  | currency risk |  |  | Total |
|  | 2026 |  |  | 2026 | 2026 |  | 2025 |  |  | 2025 | 2025 |
|  | £000 |  |  | £000 | £000 |  | £000 |  |  | £000 | £000 |

Investments 546,486 286,184 832,670 165,878 286,879 452,757
Trade and other receivables 9,322 6,577 15,899 9 92 101
Cash and cash equivalents 139,893 37,94 8 1 7 7, 8 4 1 - 4,933 4,933
Trade and other payables (15,863) (30,978) (46,841) - (1,423) (1,423)
679,838 299,731 979,569 165,887 290,481 456,368
Note: Direct foreign currency risk includes direct exposure to USD and Euro currencies.
Foreign currency sensitivity
The following table illustrates the sensitivity of the profit/loss for the year and the shareholders’ funds in regard to the Company’s
financial assets and financial liabilities. It assumes a 10% depreciation of sterling against foreign currencies at 31 March 2026 and 31
March 2025. These percentages have been determined based on the average market volatility in exchange rates in the previous 12
months. The sensitivity analysis is based on the Company’s monetary foreign currency financial instruments held at each balance
sheet date.

| If sterling had weakened by 10% against the | US$ | Euro | Other | US$ | Euro | Other |
| --- | --- | --- | --- | --- | --- | --- |
| currencies shown, this would have had the | 2026 | 2026 | 2026 | 2025 | 2025 | 2025 |
| following effect on the Company: | £000 | £000 | £000 | £000 | £000 | £000 |

Income statement - profit/(loss) 11 15 47 687 20 14
Equity shareholders funds 59,217 6,324 2,443 13,372 2,135 1,082
59,228 6,339 2,490 14,059 2 ,1 55 1,096
Note: “Other” includes exposure to foreign currencies excluding US dollar and euro.
A 10% strengthening of sterling against the above currencies would result in an equal and opposite effect on the above amounts.
Interest rate risk
Interest rate movements may affect the level of income receivable on cash deposits and the interest payable on the Company’s variable
rate borrowings.
The Company has access to an unsecured lending facility through its Custodian, Lombard Odier subject to there being sufficient value
and diversity within the portfolio to meet the lender’s borrowing requirements. The Investment Manager can utilise this facility as
required up to the upper limit available. Gearing, represented by borrowings, will not exceed 25% of the Company’s Net Asset Value,
calculated at the time of draw down. As at 31 March 2026, the maximum the Company can borrow from the Bank is the equivalent of
CHF110k, but the Company can request that this limit is raised at any time. The Board however has set a £30m borrowing limit for the
Investment Manager to utilise at their discretion. The Company does not normally hedge against interest rate movements affecting the
value of the investment portfolio but takes account of this risk when an investment is made utilising the facility. The level of banking
facilities used is monitored by both the Board and the Investment Manager on a regular basis. The impact on the returns and net
assets of the Company for every 1% change in interest rates, based on the amount drawn down at the Year-End under the facility,
would be £nil (2025: £nil). The level of banking facilities utilised at 31 March 2026 was £nil (2025: £nil).
Interest rate changes usually impact equity prices. The level and direction of change in equity prices is subject to prevailing local and
world economic conditions as well as market sentiment, all of which are very difficult to predict with any certainty. The Company has
floating rate financial assets, consisting of bank balances and cash funds that have received average rates of interest during the year of
0.0% on bank balances.
89
Hansa Investment Company Limited Annual Report 31 March 2026

| Cash flow |  |  | No |  | Cash flow |  |  | No |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| interest |  | interest |  |  | interest |  | interest |  |  |
| rate risk |  | rate risk |  | Total | rate risk |  | rate risk |  | Total |
|  | 2026 |  | 2026 | 2026 |  | 2025 |  | 2025 | 2025 |
|  | £000 |  | £000 | £000 |  | £000 |  | £000 | £000 |

Investments - 832,670 832,670 - 452,757 452,757
Trade and other receivables - 15,899 15,899 - 4,793 4,793
Cash and cash equivalents 17 7, 8 41 - 1 7 7, 8 4 1 4,933 - 4,933
Trade and other payables (45,753) (1,088) (46,841) (1,069) (353) (1,422)
132,088 847, 4 81 979,569 3,864 45 7,1 97 461,061
Other price risk
By the nature of its activities, the Company’s investments are exposed to market price fluctuations. NAV is calculated and reported
daily to the London Stock Exchange. The Investment Manager and the Board monitor the portfolio valuation on a regular basis and
consideration is given to hedging the portfolio against large market movements.
The Company’s Level 3 investments (Note 17) are large both in absolute terms, £286.0m as valued at 31 March 2026 (2025: £9.23m)
and as a proportion of the NAV 29.2% (2025: 2.0%). The increase is due to the classification of OWHL as a Level 3 investment following
the combination and subsequent delisting. However, on a look-through basis, the Level 3 investments held by OWHL are £81.6m (8.3%
of NAV). The exposure of the Company to the currency, country and market based risk exposure of OWHL is, therefore, mitigated to an
extent by the diverse nature of the investments that sit within OWHL. Details of the portfolio of the Company, including the underlying
investments held by OWHL, can be found in Note 7.3.
The performance of the portfolio as a whole is not designed to correlate with that of any market index. Should the portfolio of the
Company, as detailed on pages 30 to 32, rise or fall in value by 10% from the year end valuation, the effect on the Company’s
profit and equity would be as noted below:
2026 2025
A 10% rise in the value of investments would have the following effect on the Company: £000 £000
Income statement - profit 83,267 45,258
Equity shareholders funds 83,267 45,258
A 10% fall in value would result in an equal and opposite effect on the above amounts.
Credit risk
The Company only transacts with regulated institutions on normal market terms, which are trade date plus one to three days in the
case of equities. Fund investment settlement periods will vary from fund to fund and are defined by the individual managers. The levels
of amounts outstanding from brokers and fund managers are regularly reviewed by the Investment Manager. The duration of credit
risk associated with the investment transactions is the period between the date the transaction took place, the trade date, the date the
stock and cash were transferred and the settlement date. The level of risk during the period is the difference between the value of the
original transaction and its replacement with a new transaction. The amounts due to/(from) brokers at 31 March 2026 are shown in
Note 8 and Note 10 on page 86.
The Company’s maximum exposure to credit risk on cash is £20.0m (2025: £0.4m) and on cash funds is £157.8m (2025: £4.5m). Surplus
cash is on deposit with the Custodian.
Liquidity risk
The liquidity risk to the Company is that it is unable to meet its obligations as they fall due, as a result of a lack of available cash and
an inability to dispose of investments in a timely manner. A substantial proportion of the Company’s portfolio is held in liquid quoted
investments; however, there is a large unquoted holding in OWHL of 28.2% (2025: 28.7%), other unquoted equity investments of 1.0%
(2025: 2.0%) and investments into open-ended investment funds with varying liquidity terms of 46.4% (2025: 58.0%).
The Investment Manager takes into consideration the liquidity of each investment when purchasing and selling, in order to maximise
the returns to shareholders, by placing suitable transaction levels into the market. Special consideration is given to investments
representing more than 5% of the investee company. A detailed list of the investments, split by sleeve, held at 31 March 2026 is shown
on pages 30 to 32. This can be used broadly to ascertain the levels of liquidity within the portfolio, although liquidity will vary with
each investment – particularly the funds.
The undiscounted contractual maturities of the financial liabilities at the year end, based on the earliest date on which payments can
be required is as follows:
2026 2025
£000 £000
In one year or less 46,841 1,422
46,841 1,422
90
FINANCIAL STATEMENTS

The large increase compared to the prior year is due to the timing of trades, which have settled over the year-end (see Note 10).

### Capital management

The Company considers its capital to be its issued share capital and reserves and whilst the Company has access to loan facilities it is not considered or used as core capital, but primarily to meet the cash timing requirements of opportunistic investment strategies and thereby enhance shareholder returns. The Board regularly monitors its share discount policy and the level of discounts and whilst it has the option to repurchase shares, it considers the best means of attaining a good rating for the shares is to concentrate on good shareholder returns.

However, the Board believes the ability of the Company to repurchase its own shares in the market may potentially enable it to benefit all equity shareholders of the Company. The repurchase of shares, at a discount to the underlying NAV, would enhance the NAV per share of the remaining equity shares and might also enable the Company to address more effectively any imbalance between supply and demand for the Company's shares.

## 17 Fair value of financial assets and financial liabilities

### Fair value hierarchy

IFRS 13 'Fair Value Measurement' requires an entity to classify fair value measurements, using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: inputs other than quoted prices included within Level 1 that are observable for the assets or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3: inputs for the asset or liability not based on observable market data (unobservable inputs).

The financial assets and liabilities, measured at fair value, in the Statement of Financial Position, grouped into the fair value hierarchy and valued in accordance with the accounting policies in Note 1, are detailed below:

|  As at 31 March 2026 | Level 1 £000 | Level 2 £000 | Level 3 £000 | Total £000  |
| --- | --- | --- | --- | --- |
|  Financial assets at fair value through profit or loss  |   |   |   |   |
|  Quoted equities | 92,490 | - | - | 92,490  |
|  Unquoted equities* | - | - | 285,960 | 285,960  |
|  Fund investments | 143,454 | 310,766 | - | 454,220  |
|  **Fair value** | **235,944** | **310,766** | **285,960** | **832,670**  |

|  As at 31 March 2025 | Level 1 £000 | Level 2 £000 | Level 3 £000 | Total £000  |
| --- | --- | --- | --- | --- |
|  Financial assets at fair value through profit or loss  |   |   |   |   |
|  Quoted equities | 198,000 | - | - | 198,000  |
|  Unquoted equities | - | - | 9,217 | 9,217  |
|  Fund investments | 69,022 | 176,518 | - | 245,540  |
|  **Fair value** | **267,022** | **176,518** | **9,217** | **452,757**  |

* Includes £276.0m relating to the investment in OWHL. On a look through basis, the underlying investments in OWHL are categorised as: Level 1 £48.2m; Level 2 £141.0m; Level 3 £81.6m; with other net current assets of £5.2m.

The Company's policy is to recognise transfers into and out of the different fair value hierarchy levels at the date of the event or change in circumstances that caused the transfer to occur.

91
Hansa Investment Company Limited Annual Report 31 March 2026
A reconciliation of fair value measurements in Level 3 is set out in the following table:
2026 2025
£000 £000
Opening Balance 9,217 8,040
Transferred from Level 1* 201,499 -
Purchases* 409,452 1,132
Sales (Capital Distributions)* (332,360) -
Total gains or losses included in gains on investments in the income statement:
on assets sold (2) -
on assets held at year end (1,846) 45
Closing Balance 285,960 9,217
*Amount transferred from Level 1 is the fair value of OWHL immediately prior to the completion of the combination. The purchases include £407,998,000
representing the acquisition of the remaining shareholding in OWHL at fair value. The sales proceeds figure includes £331,443,000 received from OWHL.
(See Note 7.2).
As OWHL is an unquoted investment, it is included in the Level 3 total of £286.0m. However, on a look-through basis, only £81.6m
of the underlying investments of OWHL’s closing NAV of £276.0m relates to Level 3 investments. Accordingly, the total underlying
value of Level 3 investments held is £91.6m, representing 11.0% of total investments at 31 March 2026. In the Directors’ opinion, under
foreseeable market conditions the collective value of these investments could increase or decrease in the short term by more than 10%.
A 10% decrease in the value of the Level 3 portfolio at the year-end, on a look-through basis, would equate to £9.2m, or 0.9% of net
assets; a 10% increase would have an equivalent positive impact.
18 Related parties and transactions with the Investment Manager
William Salomon and Christopher Townsend are directors of Hanseatic Asset Management LBG, the Company’s Investment Manager.
William Salomon is also the senior partner of Hansa Capital Partners LLP, the Investment Advisor. Details of the relationship between
the Company and the Investment Manager, including amounts paid during the year and owing at 31 March 2026, are disclosed in the
Governance Section – Service Providers on pages 51 to 52 and in Note 3 on page 79. Details of the relationship between the
Company and the Directors, including amounts paid during the period to 31 March 2026, are disclosed in the Governance Section –
The Board on page 48 and also in the Directors’ Remuneration Report on pages 56 to 59.
19 Controlling parties
At 31 March 2026 Victualia Limited Partnership held 25.2%, Nomolas Ltd held 15.4% and Christopher Townsend held 9.0% of the
issued Ordinary shares. Additional information is disclosed in the Strategic Review – Substantial Shareholders on page 37.
20 Post balance sheet events
There are no significant events that have occurred after the end of the reporting year to the date of this Report which require disclosure.
21 Related undertakings
The following table shows the Company’s indirect subsidiaries. As the Company applies IFRS 10 and investment entities (Amendments
to IFRS 10) (see Note 1(d)), these entities have not been consolidated in the preparation of these financial statements:

|  | Country of | Shareholding |
| --- | --- | --- |
|  | incorporation and | as at 31 March |
| Investment | place of business | 2026 |

Ocean Wilsons (Investments) Limited Bermuda 100%
Ocean Wilsons Overseas Limited Bermuda 100%
OW Overseas (Investments) Limited United Kingdom 100%
92
## Additional
## Information
93
Hansa Investment Company Limited Annual Report 31 March 2026

# Notice of the Annual General Meeting

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Members of the Company will be held at the Hamilton Princess Hotel, 76 Pitts Bay Rd, Pembroke HM 08, Bermuda on Wednesday 5 August 2026 at 9:00 a.m. (Bermuda time) for the following purposes:

## Agenda

- To appoint a chairperson of the meeting.
- To confirm notice.

## Resolutions

1. To receive and consider the audited Financial Statements and the Reports of the Directors and Auditor for the year ended 31 March 2026.
2. To re-elect Jonathan Davie (a biography and Board endorsement can be found earlier on in the Report) as a Director of the Company.
3. To re-elect Andrey Berzins (a biography and Board endorsement can be found earlier on in the Report) as a Director of the Company.
4. To re-elect Pedro Gonçalves (a biography and Board endorsement can be found earlier on in the Report) as a Director of the Company.
5. To re-elect Simona Heidemperger (a biography and Board endorsement can be found earlier on in the Report) as a Director of the Company.
6. To re-elect Richard Lightowler (a biography and Board endorsement can be found earlier on in the Report) as a Director of the Company.
7. To re-elect William Salomon (a biography and Board endorsement can be found earlier on in the Report) as a Director of the Company.
8. To re-elect Christopher Townsend (a biography and Board endorsement can be found earlier on in the Report) as a Director of the Company.
9. To approve the Directors' Remuneration Report.
10. To approve the Directors' Remuneration Policy and authorise the Board to determine the remuneration of the Directors.
11. To approve the Company's Dividend Policy as can be found earlier on in the Annual Report.
12. To reappoint PricewaterhouseCoopers LLP as Auditor of the Company and to authorise the Directors to determine the remuneration of the Auditor.
13. THAT in substitution for any buyback authority previously granted to the Company in respect of the Ordinary shares, the Company be unconditionally authorised to make market purchases up to an aggregate of 10,096,306 Ordinary shares (or, if less, such number of Ordinary shares as represents 14.99% of the Ordinary Shares in issue (excluding any Ordinary shares held in treasury) immediately prior to the passing of this resolution) at a price (exclusive of expenses) which is:
    - not less than 1p per share; and
    - not more than the higher of:
      - 5% above the average of the middle-market quotations (as derived from and calculated by reference to the Daily Official List) for Ordinary Shares in the five Business Days immediately preceding the day on which the share is purchased; and
      - the higher of the last independent trade and the then current highest independent bid.

AND

THAT the approval conferred by this resolution shall expire on the date of the Company's next annual general meeting (except in relation to the purchase of Ordinary Shares the contract for which was concluded before such date and which might be executed wholly or partly after such date) unless the authority is renewed or revoked at any other general meeting prior to such time.

14. THAT in substitution for any buyback authority previously granted to the Company in respect of the 'A' Ordinary shares, the Company be unconditionally authorised to make market purchases up to an aggregate of 19,183,665 'A' Ordinary shares (or, if less, such number of 'A' Ordinary shares as represents 14.99% of the 'A' Ordinary shares in issue (excluding any 'A' Ordinary shares held in treasury) immediately prior to the passing of this resolution) at a price (exclusive of expenses) which is:
    - not less than 1p per share; and
    - not more than the higher of:
      - 5% above the average of the middle-market quotations (as derived from and calculated by reference to the Daily Official List) for 'A' Ordinary shares in the five Business Days immediately preceding the day on which the share is purchased; and
      - the higher of the last independent trade and the then current highest independent bid.

AND

THAT the approval conferred by this resolution shall expire on the date of the Company's next annual general meeting (except in relation to the purchase of 'A' Ordinary shares the contract for which was concluded before such date and which might be executed wholly or partly after such date) unless the authority is renewed or revoked at any other general meeting prior to such time.

For and on behalf of Conyers Corporate Services (Bermuda) Limited

Vida Kam
Secretary
7 July 2026

94
ADDITIONAL INFORMATION
Notes for Shareholders Notes for Depositary Interest Holders
1 Pursuant to Regulation 41 of the Uncertificated Securities 1 You will not receive a form of direction for the Annual General
Regulations 2001 (as amended), only those members registered Meeting in the post. Depositary interests may be voted through
in the register of members of the Company 48 hours before the CREST Proxy Voting Service in accordance with the
the Annual General Meeting (i.e. by 1pm UK time on 3 procedures set out in the CREST manual.
August 2026) (or if the Meeting is adjourned, in the register of
In order for a proxy appointment or instruction made using
members of the Company 48 hours before the date and time
the CREST service to be valid, the appropriate CREST message
of the adjourned meeting) (the “Meeting”) shall be entitled
(a “CREST Proxy Instruction”) must be properly authenticated
to attend or vote at the Meeting in respect of the number
in accordance with Euroclear UK & International Limited’s
of shares registered in their respective names at that time.
specifications and must contain the information required for
Changes to entries on the register of members after that time
such instruction, as described in the CREST Manual (available
will be disregarded in determining the rights of any person to
via www.euroclear.com/CREST). The message, regardless of
attend or vote at the Meeting.
whether it constitutes the appointment of a proxy or is an
2 Registered members of the Company may vote at the Meeting amendment to the instruction given to a previously appointed
(whether by show of hands or poll) in person or by proxy or proxy must, in order to be valid, be transmitted so as to be
corporate representative. A member may appoint one or more received by the issuer’s agent ID 3RA50 by 1:00pm UK time
persons as his proxy to attend and vote at the Meeting on his on 31 July 2026. For this purpose, the time of receipt will be
behalf. A proxy need not be a member. Where more than one taken to be the time (as determined by the time stamp applied
proxy is appointed the instrument of proxy must specify the to the message by the CREST Application Host) from which
number of shares each proxy is entitled to vote. the issuer’s agent is able to retrieve the message by enquiry
to CREST, in the manner prescribed by CREST. After this
3 The appointment of a proxy will not affect the right of a
time any change of instructions to proxies appointed through
member to attend and vote in person at the Meeting or
CREST should be communicated to the appointee through
adjourned meeting. A member that is a corporation may
other means. CREST members and, where applicable, their
appoint a representative to attend and vote on its behalf at
CREST sponsors, or voting service providers should note that
the Meeting by delivering evidence of such appointment to
Euroclear UK & International Limited does not make available
the Company’s registrar no later than 48 hours before the time
special procedures in CREST for any particular message.
fixed for the Meeting (i.e. by 1:00pm UK time on 3 August 2026)
Normal system timings and limitations will, therefore, apply
or any adjourned meeting.
in relation to the input of CREST Proxy Instructions. It is the
4 In order to be valid, the proxy appointment (together with any responsibility of the CREST member concerned to take (or, if
power of attorney or other authority (if any) under which it is the CREST member is a CREST personal member, or sponsored
signed, or a notarised certified copy of that authority) must member, or has appointed a voting service provider, to procure
be returned by one of the following methods, in each case so that his CREST sponsor or voting service provider(s) take(s))
as to arrive no later than 1:00pm UK time on 3 August 2026 such action as shall be necessary to ensure that a message is
or, in the case of an adjourned meeting, not less than 48 hours transmitted by means of the CREST system by any particular
before the time appointed for holding such adjourned meeting time. In this connection, CREST members and, where
(ignoring for these purposes non-working days) or (in the case applicable, their CREST sponsors or voting system providers
of a poll taken otherwise than at or on the same day as the are referred, in particular, to those sections of the CREST
Meeting or adjourned meeting) for the taking of the poll at Manual concerning practical limitations of the CREST system
which it is to be used: via www.investorcentre.co.uk/eproxy by and timings. The Company may treat as invalid a CREST Proxy
using the details on your Form of Proxy; or in hard copy form Instruction in the circumstances set out in Regulation 35(5)(a)
by post, by courier or by hand to the Company’s Registrars, of the Uncertificated Securities Regulations 2001.
Computershare Investor Services (Bermuda) Limited, c/o The
2 In the case of Depositary Interest Holders, a form of direction
Pavilions, Bridgwater Road, Bristol BS99 6ZY.
may be requested and completed in order to instruct
If you need help with voting online or need to request a proxy Computershare Company Nominees Limited, the Depositary,
form, please contact our Registrars, Computershare Investor to vote on the holder’s behalf at the Meeting by proxy or, if the
Services (Bermuda) Limited on +44 (0) 370 702 0000. Calls Meeting is adjourned, at the adjourned meeting. Requests for a
are charged at the standard geographic rate and will vary by hard copy should be sent to Computershare Investor Services
provider. Calls outside the UK will be charged at the applicable (Bermuda) Limited, c/o The Pavilions, Bridgwater Road, Bristol
international rate. They are open between 8.30am - 5.30pm BS99 6ZZ.
UK time, Monday to Friday excluding public holidays in
3 To be effective, a valid form of direction (and any power of
England and Wales. Alternatively, contact Computershare
attorney or other authority under which it is signed) must be
at WebCorres@computershare.co.uk.
received electronically or delivered to Computershare Investor
. Services (Bermuda) Limited, c/o The Pavilions, Bridgwater
Road, Bristol BS99 6ZZ by no later by 1:00pm UK time on 31
July 2026 or 72 hours before any adjourned Meeting.
4 The Depositary will appoint the Chairman of the meeting as
its proxy to cast your votes. The Chairman may also vote or
abstain from voting as they think fit on any other business
(including amendments to resolutions) which may properly
come before the meeting.
95
Hansa Investment Company Limited Annual Report 31 March 2026
5 The ‘Vote Withheld’ option is provided to enable you to abstain All holders
from voting on the resolutions. However, it should be noted 1 The quorum for the Annual General Meeting shall be two or
that a ‘Vote Withheld’ is not a vote in law and will not be more shareholders present in person or by proxy. If within two
counted in the calculation of the proportion of the votes ‘For’ hours from the time appointed for the meeting a quorum is not
and ‘Against’ a resolution. present, the meeting shall be adjourned to the next business
day at the same time and place or to such other time and place
6 Depositary Interest holders wishing to attend the meeting
as the Directors may determine, and if a quorum is not present
should contact the Depositary at Computershare Investor
at any such adjourned meeting, the meeting shall be dissolved.
Services (Bermuda) Limited, c/o The Pavilions, Bridgwater
Road, Bristol BS99 6ZZ or by emailing UKALLDITeam2@ 2 As of 7 July 2026 the Company’s total number of shares in issue
computershare.co.uk by no later than by 1:00pm UK time on 31 is 67,353,610 Ordinary shares of 1p each and 127,976,420 ‘A’
July 2026. non-voting Ordinary shares of 1p each in issue. The Ordinary
shareholders are entitled to one vote per Ordinary share held.
The ‘A’ non-voting Ordinary shares do not entitle the holders to
vote or receive notice of meetings, but in all other respects they
have the same rights as the Company’s Ordinary shares.
3 A copy of this notice and other information can
be found at www.hansaicl.com/portfolio-and-
performance/#Publicationstab
96
ADDITIONAL INFORMATION
## Investor information
Company information
Further information about Hansa Investment The Company currently manages its affairs so as to be a qualifying
Company Limited, including monthly fact sheets, investment company for ISA purposes, for both the Ordinary and
Stock Exchange announcements and shareholder ‘A’ non-voting Ordinary shares. It is the present intention that the
presentations, can be found on the Company’s Company will conduct its affairs so as to continue to qualify for
website: www.hansaicl.com. ISA products. In addition, the Company is classified as a Readily
Realisable Security under FCA rules and can be recommended by
independent financial advisors to ordinary retail investors. Finally,
Hansa Investment Company Limited is registered as a Reporting
Please contact the Additional Administrative Financial Institution with the US IRS for FATCA purposes.
Services Provider , as below, if you have any
queries concerning the Company’s investments Capital structure
or performance. The Company has, as at 31 March 2026, 67,353,610 Ordinary shares
of 1p each and 130,163,920 ‘A’ non-voting Ordinary shares of 1p
Additional Administrative Services Provider each in issue. The Ordinary shareholders are entitled to one vote
Hansa Capital Partners LLP per Ordinary share held. The ‘A’ non-voting Ordinary shares do
6th Floor North not entitle the holders to vote or receive notice of meetings, but
20 Balderton Street in all other respects they have the same rights as the Company’s
London Ordinary shares.
W1K 6TL

| United Kingdom | Secretary and registered office |
| --- | --- |
| Telephone: +44 (0) 207 647 5750 | Conyers Corporate Services (Bermuda) Limited |
| Email: hiclenquiry@hansacap.com | Clarendon House |
| Website: www.hansagrp.com | 2 Church Street PO Box HM666 |

Hamilton HM CX Bermuda
Please contact the Registrars, as below, if you
have a query about a certificated holding in the
Company’s shares.
Registrar
Computershare Investor Services (Bermuda) Limited
c/o 13 Castle Street
St Helier
Jersey
JE1 1ES
Telephone: +44 (0) 370 707 4040
Email: info@computershare.co.je
Website: www.computershare.com/je
If you have a query, you can call our Shareholder helpline
on +44 (0) 370 707 4040. Calls are charged at the standard
geographic rate and will vary by provider. Calls outside
the United Kingdom will be charged at the applicable
international rate. Lines are open between 08:30 - 17:30,
Monday to Friday excluding public holidays in England
and Wales.
Register for updates
To receive the latest news and
views on the Company, please
register at
www.hansaicl.com
97
Hansa Investment Company Limited Annual Report 31 March 2026

| Investor disclosure | Financial calendar |
| --- | --- |
| AIFMD | Company year end |
| Hansa Investment Company Limited’s AIFMD Investor Disclosure | 31 March |

document can be found on its website. The document is a
regulatory requirement and summarises key features of the Annual Report released to shareholders
Company for investors. July
Packaged Retail and Insurance-based Investment Annual General Meeting
Products (PRIIPs) August
Under the PRIIPs Regulation (Regulation (EU) 1286/2014), the
manufacturer of any investment company was required to make Announcement of half-year results
available a Key Investor Documents (KID). This was formally November
enforced by new legislation in November 2024 (The Packaged Retails
and Insurance Based Investment Products (Retail Disclosure) Half-year Report released to shareholders
(Amendment) Regulations 2024). There is no replacement for December
the KID, and whilst the FCA finalises details in relation to any
replacement requirements, KIDs for both the Ordinary and ‘A’ non- Dividend payments
voting Ordinary shares of the Company will continue to be available The Board introduced a Capital Allocation policy whereby the
for all prospective investors. Links to these documents can be found Company would implement on-market share buybacks of between
on the Company’s website: www.hansaicl.com. 2% and 4% of its issued share capital (which may include both
voting Ordinary shares and ‘A’ non-voting Ordinary shares). As part
of this announcement, the Company expected to only pay dividends
Service providers
to the extent required to ensure that HICL is not treated a non-
Independent Auditor
mainstream pooled investment.
PricewaterhouseCoopers LLP
In future, the Board has decided to continue with its share buyback
Solicitors – Bermuda programme at or around previously announced levels. It will keep
Conyers Dill & Pearman Limited the Company’s dividend policy under review.
Solicitors – UK Share price listings
Dentons UK and Middle East LLP
The price of your shares can be found on our website. In addition,
share price information for Ordinary shares / ‘A’ non-voting
Custodian
Ordinary shares can be found via the following codes:
Banque Lombard Odier & Cie SA
ISIN
Stockbroker
BMG428941162 / BMG428941089
Winterflood Investment Trusts
SEDOL
Administrator
BKLFC18 / BKLFC07
Juniper Partners
Reuters
Alternative Investment Fund Manager
HAN.L / HANA.L
and Investment Manager
Hanseatic Asset Management LBG
Bloomberg
HAN LN / HANA LN
Investment Advisor
Hansa Capital Partners LLP
TIDM
HAN / HANA
Legal Entity Identifier
213800RS2PWJXS2QDF66
98
ADDITIONAL INFORMATION
## Glossary of terms
Association of Investment Companies (AIC) Discount
The Association of Investment Companies is the UK trade When the share price is lower than the NAV, it is referred to as
association for closed-ended investment companies (www.theaic. trading at a discount. The discount is expressed as a percentage of
co.uk). Despite the Company not being UK domiciled, the Company t h e N AV.
is UK listed and operates in most ways in a similar manner to a UK
Investment Trust. Therefore, the Company follows the AIC Code Expense ratio
of Corporate Governance and the Board considers that the AIC’s An expense ratio is determined through an annual calculation,
guidance on issues facing the industry remains very relevant to the where the operating expenses are divided by the average NAV. Note
operations of the Company. there is also a description of an additional PRIIPs KID Ongoing
Annual Charges percentage explained in this Annual Report.
Alternative Investment Fund Managers Directive
(AIFMD) FCA
The AIFMD is a regulatory framework for alternative investment The Financial Conduct Authority (FCA) is a financial regulatory body
fund managers (AIFMs), including managers of hedge funds, private in the United Kingdom.
equity firms and investment trusts. Its scope is broad and, with a few
exceptions, covers the management, administration and marketing Five-year rolling NAV return (per annum)
of alternative investment funds (AIFs). Its focus is on regulating the The rate at which, compounded for five years, will equal the five
AIFM rather than the AIFs. year NAV total return to end March, assuming dividends are always
reinvested at pay date.
Annual dividend / dividend
The amount paid by the Company to shareholders in dividends (cash Five-year NAV and share price total return
or otherwise) relating to a specific financial year of the Company. Rebased from 0% at the start of the five year period, this is the rate at
The Company’s dividend policy for the year to 31 March 2026 set out which the Company’s NAV and share prices would have returned at
as part of the Prospectus and Circular relating to the combination any period from that starting point, assuming dividends are always
with Ocean Wilsons. Namely that the Company expected to not reinvested at pay date.
pay any dividend until the outcome of the transaction was known.
Further, if the transaction was successful, the Company expected to FRC
implement a Capital Allocation policy and only pay dividends to the The Financial Reporting Council (FRC) is an independent
extent required to ensure that HICL is not treated a non-mainstream regulator in the UK and Ireland, responsible for regulating auditors,
pooled investment. accountants, actuaries, and setting the UK’s Corporate Governance
and Stewardship Codes.
In future, the Board has decided to continue with its share
buyback programme at or around previously announced
Gearing
levels. It will keep the Company’s dividend policy under review.
Gearing refers to the level of borrowing related to equity capital.
Bid price
Hedging
The price at which you can sell shares determined by supply
Strategy used to reduce risk of loss from movements in interest rates,
and demand.
equity markets, share prices or currency rates.
Capital allocation policy / share buyback
Issued share capital
As set out in the combination documents, the Board intends to
Issued share capital is the total number of shares subscribed to by
pursue a capital allocation share buyback of between 2% and 4%
the shareholders. The issued share capital increased significantly
per annum. This is subject to ongoing review with advice from
during the financial year as a result of the combination with
the Company’s Broker. The Board reserves the right to increase
Ocean Wilsons.
purchases in this financial year if suitable opportunities occur.
Key Information Document (KID)
Capital structure
This is a document of a form previously stipulated under the UK
The stocks and shares that make up a company’s capital, i.e.
PRIIPs Regulations. It provides basic, pre-contractual, information
the amount of ordinary and preference shares, debentures and
about the Company and its share classes in a simple and accessible
unsecured loan stock etc. which are in issue.
manner. It is not marketing material. At the time of this Annual
Report, the UK regulatory authorities have temporarily suspended
Closed-ended
the requirement for Investment Companies to publish a KID
A company with a fixed number of shares in issue.
following feedback that the documents were unclear to users –
particularly regarding fee disclosures. Whilst this review is ongoing,
Depositary/custodian
the Company has continued to publish a KID for each share class
A financial institution acting as a holder of securities for safekeeping.
in substantially the same form as previously required, but with
additional disclosure where it is felt appropriate. The Company
awaits further clarification from the UK regulatory authorities.
99
Hansa Investment Company Limited Annual Report 31 March 2026

# **Key Performance Indicators (KPIs)**

A set of quantifiable measures a company uses to gauge its performance over time. These metrics are used to determine a company's progress in achieving its strategic and operational goals and also to compare a company's finances and performance against other businesses within its industry. In the case of historic information, the KPIs will be compared against data of both the Company and, prior to the Company's formation, from Hansa Trust Ltd.

# **Market capitalisation**

The market value of a company's shares in issue. This figure is found by taking the stock price and multiplying it by the total number of shares outstanding.

# **Mid price**

The average of the bid and offer prices of a particular traded share.

# **Net Asset Value (NAV)**

The value of the total assets minus liabilities of a company.

# **Net Asset Value total return**

See Total return.

# **Offer price**

The price at which you can buy shares determined by supply and demand.

# **Ongoing Annual Charges percentage**

Ongoing Annual Charges are those expenses of a type which are likely to recur in the foreseeable future, whether charged to capital or revenue, and which relate to the operation of the investment company as a collective fund, excluding the costs of acquisition/disposal of investments, financing charges and gains/losses arising on investments. Ongoing Annual Charges are based on costs incurred in the year as being the best estimate of future costs.

The Ongoing Annual Charges percentage is the ongoing charge amount divided by the average NAV over the period measured and, as an example, is calculated for the year ending 31 March 2026 as follows:

|   | 2026 £000  |
| --- | --- |
|  Total management fee | 4,866  |
|  Other expenses (excluding fees in relation to the transaction with OWHL, broker fees and banking transaction charges) | 2,563  |
|  **Total ongoing expenses** | **7,429**  |
|  Average NAV | 654,373  |
|  **Ongoing Annual Charges percentage** | **1.1%**  |

# **Ordinary shares**

Shares representing equity ownership in a company allowing investors to receive dividends. Ordinary shareholders have the pro-rata right to a company's residual profits. In other words, they are entitled to receive dividends if any are available after payments to financial lenders and dividends on any preferred shares are paid. They are also entitled to their share of the residual economic value of the company should the business unwind.

Hansa Investment Company Limited has two classes of Ordinary shares – as at 31 March 2026, the Ordinary shares (67,353,610 shares) and the 'A' non-voting Ordinary shares (130,163,920 shares). Both have the same financial interest in the underlying assets of the Company and receive the same dividend per share, but differ only in that only the former shares have voting rights, whereas the latter do not. They trade separately on the London Stock Exchange, nominally giving rise to different share prices at any given time.

# **Premium**

When the share price is higher than the NAV it is referred to as trading at a premium. The premium is expressed as a percentage of the NAV.

# **Packaged Retail and Insurance-based Investment Product (PRIIP)**

Packaged retail investment and insurance-based products (PRIIPs) make up a broad category of financial assets that are regularly provided to consumers in the European Union. The term PRIIPs, created by the European Commission to regulate the underlying market, is defined as any product manufactured by the financial services industry, to provide investment opportunities to retail investors, where the amount repayable is subject to fluctuation because of exposure to reference values, or the performance of underlying assets not directly purchased by the retail investor. See also Key Information Document (KID).

# **PRA**

The Prudential Regulation Authority (PRA) is a United Kingdom financial services regulatory body responsible for the prudential regulation and supervision of banks, building societies, credit unions, insurers, and major investment firms.

# **Shareholders' funds/equity shareholders' funds**

This value equates to the NAV of the Company. See NAV.

# **Spread**

The difference between the bid and ask price.

# **Tradable Instrument Display Mnemonics (TIDM)**

A short, unique code used to identify UK-listed shares. The TIDM code is unique to each class of share and to each company. It allows the user to ensure they are referring to the right share. Previously known as EPIC.

# **Total return**

When measuring performance, the actual rate of return of an investment or a pool of investments over a given evaluation period. Total return includes interest, capital gains, dividends and distributions realised over a given period of time.

# **Total return – shareholder**

The total return to a shareholder is a measure of the performance of the Company's share price over time. It combines share price appreciation/depreciation and dividends paid to show the total return to the shareholder expressed as an annualised percentage. In the case of historic information, the total return will include data against data of both the Company and, prior to the Company's formation, from Hansa Trust Ltd.

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Hansa Investment Company Limited
Clarendon House
2 Church Street
PO Box HM666
Hamilton HM CX Bermuda
+44 (0) 207 647 5750
hiclenquiry@hansacap.com
www.hansaicl.com