Mid Wynd International
Investment Trust plc
Annual Financial Report
for the year ended 30 June 2026
Company Overview
Net asset value per share Regular dividend per share Net asset value total return
767.55p 8.60p
Growth over five years: 34.4%
2.0%
†
Growth over five years: 7.8%
(Since Lazard’s appointment: 10.2%)*
†
Alternative Performance Measure (see page 82).
* Performance under Lazard, appointed as Investment Manager with effect from 1 October 2023.
Ten year performance^
Total Return (Rebased to 100)
50
100
150
200
250
350
2016
2018 2020 2024 20262022
300
50
100
150
200
250
300
350
Share Price
Net Asset Value
MSCI All Country World Index (GBP)
Source: LSEG Datastream.
^ Artemis was Investment Manager until Lazard was appointed with effect from 1 October 2023.
Purpose
Our purpose is to increase the real wealth and prosperity of our shareholders, thus helping them meet their long-term
savingsneeds.
Through our investment company structure, we enable shareholders, large or small, to invest in an actively-managed
diversified portfolio of securities in a cost-effective way, giving them access to the growth opportunities offered by
world markets. Although the Company aims to provide dividend growth over time, its primary aim is to maximise
total returns to shareholders.
The Investment Manager, Lazard Fund Managers Limited, aims to achieve capital growth by investing in global stocks,
selecting what it considers to be high-quality companies (‘Compounders’) with specific growth characteristics. These
are companies the Investment Manager believes will generate high returns on capital, typically reinvesting the money
they make into their businesses to help achieve long-term growth and higher future valuations.
Ordinary dividends paid to shareholders
Pence per share
Year ended 30 June
2017
2018 2019 2020 2021 2022*
2023**
2024 2025
2026
^
5.00
5.55
5.83
6.12
6.40
3.00
7.20
Ordinary dividend
Special dividend
7.80
1.70
8.00
0.0
1.0
2.0
3.0
4.0
5.0
6.0
7.0
8.0
9.0
10.0
11.0
8.35
8.60
* In addition, a special dividend of 3.00 pence per share was paid.
** In addition, a special dividend of 1.70 pence per share was paid.
^ Subject to approval by shareholders at the forthcoming AGM, a final dividend for the year to 30 June 2026 of 4.75 pence will be paid on 6 November
2026 to shareholders on the register at the close of business on 9 October 2026.
1
Contents
Performance Highlights
2
Strategic Report
Chairman’s Statement 4
Investment Manager’s Review 7
Portfolio of Investments as at 30 June 2026 16
Strategy and Business Review 17
The Investment Manager’s Approach to
Sustainability, Stewardship & ESG Matters 20
Key Performance Indicators (‘KPIs’) 23
Principal Risks and Risk Management 24
Viability Statement 27
Duty to Promote the Success of the Company 27
Directors and Corporate Governance
Board of Directors 33
Directors’ Report 36
Corporate Governance Report 39
Directors’ Remuneration Report 44
Report of the Audit Committee 47
Statement of Directors’ Responsibilities in
respect of the Annual Financial Report and the
Financial Statements 50
Independent Auditor’s Report 51
Financial Statements
Statement of Comprehensive Income 57
Statement of Financial Position 58
Statement of Changes in Equity 59
Statement of Cash Flows 60
Notes to the Financial Statements 61
Shareholder Information
Notice of Annual General Meeting 74
Information for Shareholders 80
Alternative Performance Measures (‘APMs’) 82
Glossary 84
Investment Manager, Company Secretary
andAdvisers 86
2
Performance Highlights
Year ended
30 June 2026
Year ended
30 June 2025
Since
1 October 2023^
Total returns
Net asset value per ordinary share
†
2.0% (5.1)% 10.2%
Share price
†
1.9% (5.9)% 9.1%
MSCI All Country World Index (GBP) 27.7% 7.2% 63.3%
Year ended
30 June 2026
Year ended
30 June 2025
Revenue and dividends
Revenue earnings per share 6.05p 5.54p
Dividends per share* 8.60p 8.35p
Ongoing charges
†
0.62% 0.54%
As at
30 June 2026
As at
30 June 2025
Capital
Net asset value per share
†
767.55p 760.96p
Share price
†
748.00p 742.00p
Net cash
†
0.6% 1.3%
Discount
†
2.5% 2.5%
Source: Juniper, LSEG Datastream.
†
Alternative Performance Measure (see page82).
^ Performance under Lazard, appointed as Investment Manager with effect from 1 October 2023.
* A final dividend, if approved by shareholders, for the year to 30 June 2026 of 4.75 pence will be paid on 6 November 2026 to shareholders on the register at
the close of business on 9 October 2026 (2025: final dividend of 4.50 pence). Together with the interim dividend paid of 3.85 pence, this will result in a total
dividend paid of 8.60 pence for the year ended 30 June 2026 (2025: total ordinary dividend of 8.35 pence being an interim dividend of 3.85 pence together
with the final dividend of 4.50 pence).
Performance for the year ended
30 June 2026
Discount
†
during the year ended 30 June
2026
Share Price
Net Asset Value
MSCI All Country World Index (GBP)
90
95
100
105
110
115
120
125
130
90
95
100
105
110
115
120
125
130
July 2025
August 2025
September 2025
October 2025
November 2025
December 2025
January 2026
February 2026
March 2026
April 2026
May 2026
June 2026
-8
-6
-4
-2
0
2
-8
-6
-4
-2
0
2
(Discount)/premium to net asset value (%)
July 2025
August 2025
Se
ptember 2025
October 2025
November 2025
December 2025
January 2026
February 2026
March 2026
April 2026
May 2026
June 2026
Source: LSEG Datastream. Source: LSEG Datastream.
Discount data shown as a weekly rolling average.
†
Alternative Performance Measure (see page 82).
3
Ten year summary^
Total returns to 30 June 2026 1 year 3 years* 5 years* 10 years*
Net asset value per ordinary share
†
2.0% 10.3% 7.8% 132.5%
Share price
†
1.9% 12.3% 2.7% 137.9%
MSCI All Country World Index (GBP) 27.7% 64.3% 75.3% 235.4%
Source: LSEG Datastream, total returns with dividends reinvested.
†
Alternative Performance Measure (see page82).
* Total returns over 3, 5 and 10 years includes the period over which Artemis Fund Managers Limited (‘Artemis’) was the Company’s Investment Manager,
from 1 May 2014 to 30 September 2023.
At 30 June
Total net
assets
(£’000)
1
Borrowings
(£’000)
Share-
holders’
funds
(£’000)
Net asset
value per
share
(p)
Share
price
(p)
(Discount)/
premium
(%)
†
Ordinary
dividend
per share
(p)
2
Ongoing
charges
(%)
†
Net
cash/
(gearing)
(%)
†
2017 146,907 (3,849) 143,058 439.75 441.00 0.3 5.00 0.66 0.3
2018 187,979 (4,442) 183,537 493.23 498.00 1.0 5.55 0.67 2.7
2019 231,126 (5,042) 226,084 553.16 568.00 2.7 5.83 0.64 0.2
2020 317,444 (9,401) 308,043 612.61 612.00 (0.1) 6.12 0.68 1.7
2021 462,042 (9,949) 452,093 754.43 772.00 2.3 6.40 0.61 1.5
2022 458,604 (5,951) 452,653 692.01 693.00 0.1 7.20* 0.60 0.3
2023 449,026 – 449,026 719.84 689.00 (4.3) 7.80** 0.62 2.7
2024 404,094 – 404,094 810.22 797.00 (1.6) 8.00 0.60 1.4
2025 307,501 – 307,501 760.96 742.00 (2.5) 8.35 0.54 1.3
2026 210,377 – 210,377 767.55 748.00 (2.5) 8.60 0.62 0.6
Source: Juniper.
^ Artemis was Investment Manager until Lazard were appointed with effect from 1 October 2023.
1
Total net assets comprise net assets before deduction of bank loans.
2
The 2026 dividend includes the proposed final dividend of 4.75 pence per share which is subject to shareholder approval at the Annual General Meeting.
†
Alternative Performance Measure (see page82).
* Total 2022 dividend was 10.20 pence per share including a special dividend of 3.00 pence per share.
** Total 2023 dividend was 9.50 pence per share including a special dividend of 1.70 pence per share.
Cumulative ten year performance summary (from 30 June 2016)
At 30 June
Total ordinary
dividend
growth
Net asset
value per share
total return
1†
Share price
total return
1†
MSCI All Country
World Index (GBP)
total return
1
2017 11.1% 21.1% 27.5% 22.2%
2018 23.3% 36.4% 44.6% 33.2%
2019 29.6% 54.7% 66.8% 46.1%
2020 36.0% 73.6% 82.0% 53.6%
2021 42.2% 115.8% 131.7% 91.4%
2022 60.0% 99.7% 109.8% 83.4%
2023 73.3% 110.9% 111.8% 104.2%
2024 77.8% 140.2% 148.2% 145.1%
2025 85.6% 128.0% 133.5% 162.7%
2026 91.1% 132.5% 137.9% 235.4%
1
Source: LSEG Datastream, Juniper.
†
Alternative Performance Measure (see page82).
4
Strategic Report
Chairman’s Statement
Dear Shareholders,
I present the Annual Financial Report for the 12 months
ended 30 June 2026.
Investment performance
During the year under review, the Company’s net
asset value (‘NAV’) per share returned 2.0% on a
total return basis. This compares with a total return of
27.7% from the MSCI All Country World Index, which
the Company uses as its comparator. The Company’s
share price returned 1.9% on a total return basis over
the same period. The Board deeply regrets this very
disappointing investment performance.
As outlined in the Investment Manager’s review on
page 7, market conditions have been challenging
for the Company’s strategy since Lazard assumed
management of the portfolio. Equity market returns
have been driven by passive investment flows and
concentrated enthusiasm for AI-related stocks, while
quality companies have fallen out of favour. These
conditions have continued into the current period.
The Investment Manager’s review also describes the
fundamentals of the investments held in the portfolio
and outlines why this same environment provides an
opportunity to invest in high-quality businesses at
attractive valuations.
Our investee companies have consistently produced
better operating statistics than the comparator
index over the last three years and beyond, but
despite respectable earnings growth many of these
companies have seen significant downgrades in their
valuations. The poor performance both in absolute
terms and relative to the comparator index is therefore
attributable to the market derating of quality stocks.
This cannot continue indefinitely and, given time, the
strength of their earnings will be reflected in share
prices. Our portfolio is trading on a rating relative to the
MSCI All Country World Index seen in only two to three
years in the last 20 years.
I draw shareholders’ attention to these points to
explain why the Board believes that we are seeing
an unusual opportunity to invest in high quality
businesses at current valuations.
Dividend
The net gain for the year ended 30 June 2026 was
15.23 pence per share, comprising a revenue gain
of 6.05 pence and a capital gain of 9.18 pence. Net
revenue return per share increased by 9% on last
year’s revenue return per share. Revenue declined
at the time of the change of manager, reflecting
Lazard’s focus on investing in companies which
reinvest a higher proportion of their cashflow into their
businesses, so that the portfolio can benefit from the
compounding benefits of high internal rates of return.
While the increase in revenue is encouraging, the
Board will draw on revenue reserves to support the
dividend this year.
Over the last 10 years, Lazard’s Global Quality Growth
Strategy, managed by the same team responsible for
Mid Wynd, has produced an average annual growth
rate of investee company dividends of 10.8%.
We expect revenue growth at a similar rate over the
next few years such that the current use of reserves
to cover the dividend should not continue for a
prolongedperiod.
The Board is proposing a final dividend of 4.75 pence
per share (2025 final dividend: 4.50p) which, subject
to approval by shareholders at the Annual General
Meeting (‘AGM’), will be paid on 6 November 2026
to those shareholders on the register at the close of
business on 9 October 2026. An interim dividend of
3.85 pence per share (2025 interim dividend: 3.85p)
was paid on 27 March 2026. When this is combined
with the proposed final dividend, the total dividend
will be 8.60 pence per share. This figure represents a
yield of 1.1% in relation to the year-end share price.
The ordinary dividend has grown by 3.0% versus last
year, which is above UK inflation over the period and
marks the 14th consecutive year of dividend growth for
theCompany.
Share capital and discount management
The programme of buybacks undertaken by the
Company since early 2023 continued throughout the
year. The Company’s policy, within normal market
conditions, is to issue and repurchase shares where
necessary to maintain the share price to within a target
5
of 2% relative to the NAV. The Company’s NAV is
assessed on a real time basis when buying or selling
the Company’s shares using modelling that updates
live prices and exchange rates to provide the most
accurate valuation.
The buybacks have been successful in maintaining a
low discount to NAV for our share price. At 30 June
2026, the share price stood at a 2.5% discount to
NAV and with an average discount over the year of
2.1%. Buybacks used authorities granted at general
meetings held on 28 August 2025 and 27February
2026 and the 2025 AGM. A further general meeting
was held following the year-end on 13 August 2026
to replenish the buy back authority. During the year,
13,000,500 ordinary shares, representing 32.2% of
the issued share capital at the start of the year, were
bought back at a total cost of £99 million and are held
in Treasury. All share buybacks were accretive to NAV
for existing shareholders, enhancing the NAV total
return by approximately £2.1m, which is more than the
Company’s total operating expenses for the period.
At the year end, the Company held just over 58% of its
total issued share capital in Treasury. The Board has
considered cancelling these shares but has decided
not to take this action for the time being. There are no
material costs to holding shares in Treasury and shares
can be re-issued out of Treasury without incurring
stamp duty, giving rise to savings to the Company
on future issuance. Whilst the Company is currently
in a period of share buybacks, it has experienced
lengthy periods of substantial net issuance. The Board
remains optimistic that the Company will have the
opportunity once more to issue shares out of Treasury
at a premium to NAV and thus at an advantage to
existingshareholders.
Ongoing charges ratio (‘OCR’),
management fee reduction and
change in AIFM
The OCR for the year ended 30 June 2026 was 0.62%
of average net assets having been 0.54% in 2025, and
after adjusting, in line with AIC guidance, for reductions
in investment management and AIFM fees, described
below in more detail. The OCR calculation is shown
on page 82. This increase was predominantly due to
the reduction of net assets as a result of the effective
operation of the discount control mechanism. Although
an increase in OCR is disappointing, the accretive
benefit of the operation of the discount control
mechanism exceeded the entire operating costs during
the year.
With effect from 1 May 2026, the rate of the Company’s
investment management fee was reduced by 20% for
a period of 24 months. No changes were made to the
value of the tiers on which each of the new rates will
apply. The new tiered fee is shown below along with a
comparison with the rates in force before 1 May.
■
0.32% per annum on such part of the Company’s
market capitalisation that is less than or equal to
£250 million (reduced from 0.40%);
■
0.304% per annum on such part of the Company’s
market capitalisation that exceeds £250 million but
is less than or equal to £500 million (reduced from
0.38%); and
■
0.256% per annum on such part of the Company’s
market capitalisation that exceeds £500 million
(reduced from 0.32%).
The new management fee was in effect for only the
final two months of the year and will apply for the full
duration of the next financial year.
From 1 July 2026, the Company changed its
Alternative Investment Fund Manager (‘AIFM’) from
Juniper Partners Limited to Lazard Fund Managers
Limited. Lazard Fund Managers Limited will not charge
an additional AIFM fee for this service so there will
therefore be a small cost benefit to the Company in the
next financial year.
Board succession
During the year, the Board gave considerable thought
to its composition and succession plan. Alan Scott,
a member of the founding family, will retire at the
AGM to be held on 21 October 2026. Alan joined the
Board in 2012, when the market cap of the Company
was only £62 million. During Alan’s tenure, the Board
has overseen two changes of Investment Manager
and a significant period of growth in the Company’s
assets. On behalf of the Board, I should like to thank
Alan for his wise counsel, flexibility, and significant
contribution to the camaraderie of the Board. Upon
Alan’s retirement, the number of directors will decline
from five to four. This change, which will be kept under
review, will be helpful in reducing running costs.
I became a Director of the Company in late 2016 and
Chairman towards the end of 2024. As stated in the
announcement of my becoming Chairman, I intend
to retire from the Board at the 2027 AGM. The Board
will make an announcement during the coming year
regarding my successor as Chairman.
6
Annual General Meeting
The Board looks forward to welcoming shareholders to
the AGM which will be held at 12 noon on 21October
2026 at the offices of Juniper Partners Limited,
28Walker Street, Edinburgh, EH3 7HR. As well as the
formal business of the meeting, the Investment Manager
will deliver a short presentation, and the Directors will
be available to answer any shareholder questions.
Irrespective of whether you are able to attend the AGM
in person, the Board strongly encourages you to make
use of your proxy votes. Questions may be submitted
in advance of the AGM to the Company Secretary at
cosec@junipartners.com. I would also remind those
shareholders whose shareholding is held via a platform
or nominee that it is possible to obtain a letter of
representation from your provider that will allow you to
vote your holding inperson.
Outlook
Whilst the Company is managed with a long-term
investment horizon, the most striking feature of
markets today is the degree to which returns have
become concentrated in a small number of sectors
and companies. History tells us that such periods
can persist for longer than seems reasonable but also
that these periods do not endure indefinitely. At the
heart of this concentration sits the AI investment cycle
where unprecedented levels of capital expenditure
haveoccurred.
There remains an outstanding question about the
extent to which this spending can translate into
durable profits. This creates both risk and opportunity
and reinforces the importance of valuation discipline
and diversification. The Investment Manager’s
approach is designed to generate good returns for
shareholders over the long term, and the Board
is encouraged that the Investment Manager has
maintained its investment style and focus.
Contact us
We are committed to keeping shareholders informed
about Mid Wynd throughout the year, including
between the Company’s formal reporting periods.
Ourwebsite, midwynd.com, provides regular
information about the Company, including our latest
monthly factsheets and other updates.
Shareholders can also sign up to receive Company
news and updates directly by email using the QR code
at the back of this annual financial report.
The Board greatly values the support and engagement
of our shareholders and welcomes your views,
questions and feedback. We are keen to maintain an
open dialogue with shareholders and would be pleased
to hear from you. If you wish to contact the Board,
please do so through Juniper Partners Limited, the
Company Secretary, at cosec@junipartners.com.
The Board remains very grateful for the continued
support, engagement and patience shown by
shareholders, and looks forward to maintaining this
dialogue in the years ahead.
David Kidd
Chairman
16 September 2026
7
Investment Manager’s Review
1
Note we sold Equifax in Q1 2026, as we find the risk/reward opportunity of competitor Experian more compelling.
Market summary
Over the last year, global equity markets rose sharply,
marked by a flourishing artificial intelligence (AI)
trade that relied heavily on the massive spending of
technology companies to build out AI infrastructure.
While concerns persisted about the return on
investment from this considerable capital expenditure,
they were often shunted aside, as some of the biggest
spenders on and beneficiaries of AI reported strong
earnings results. At the forefront of the AI trade were
semiconductor-linked stocks, which surged thanks to a
global shortage of memory chips that generated record
profits for chipmakers worldwide. In a sign of the
dominant role AI-linked stocks played in the period,
18 of the top 20 contributors to the MSCI All Country
World Index’s performance in the period were stocks
from AI-leveraged companies and accounted for 62%
of the index’s overallgain.
Geopolitics were also at the forefront as the US and
Israel launched a joint military campaign against Iran
in February. In response, Iran imposed a near-total
blockade of the Strait of Hormuz, through which one-
fifth of the oil and natural gas supply and roughly one-
third of crop fertilizers globally pass. An initial ceasefire
in April eventually led to a preliminary agreement to
end their war and reopen the Strait to commercial
traffic in June. However, the prospect of a permanent
peace deal remained elusive amid ongoing disputes.
The conflict in Iran also influenced interest rate
expectations with many central banks shifting from
possibly cutting rates to holding them steady or hiking. At
its June policy meeting, the US Federal Reserve signalled
that hikes may be on the horizon as domestic inflation
remained above the central bank’s 2% target. The
European Central Bank also raised interest rates in June,
marking its first rate hike in nearly three years. Elsewhere
in Europe, central banks largely adopted a wait-and-see
approach to get a more complete picture of inflationary
risk. Meanwhile, in Japan, which imports 95% of its oil
from the Middle East, the central bank raised rates in
December and June, warning more hikes may be on
the horizon as inflation increased to multi-year highs. In
contrast, the People’s Bank of China left rates unchanged,
but directed lenders to expand credit amid expectations
that the war could place a potential drag on corporate
profits and overseas demand for Chinese goods.
Performance
Over the 12 months to the end of June, the Company’s
NAV returned 2.0%, versus the MSCI All Country World
Index return of 27.7%. Performance was disappointing
and well below our expectations.
The Company performed poorly over the period due to
negativity towards perceived AI losers, a lack of exposure
to a select group of AI winners, and stock selection
issues. As it relates to perceived AI losers, many such
names are high-quality companies with historically
strong competitive moats and high levels of profitability.
Regardless of operational execution, this group was
aggressively derated by the market, with valuations
materially compressed due to fears of slower growth or
even obsolescence. In Exhibit 1, we show ten of the most
heavily punished perceived AI losers in the portfolio over
the period. Combined, these ten stocks were responsible
for over 1,550 basis points (bps) of underperformance.
In each of these cases
1
, we believe the market is
significantly overestimating the disruption risk presented
by AI, while simultaneously underestimating the barriers
to competition of these high-quality businesses and
significantly discounting their ability to adapt and
integrate AI into their own workflows.
Exhibit 1: Resilient Earnings in AI Losers
Valuation Derating Despite Earnings Growth
Name
Share Price
change
12 months to
30 June 2026
Expected
price-to-
earnings change
12 months to
30 June 2027
Earnings
per share growth
12 months to
30 June 2026
Expected
earnings per
share growth
12 months to
30 June 2027
Accenture -58.4% -61.1% 7.9% 6.8%
Aon -7.0% -17.8% 11.8% 11.6%
Equifax
1
-38.8% -45.3% 9.3% 18.1%
Intercontinental Exchange -32.9% -42.4% 16.1% 10.2%
RELX -41.5% -44.9% 11.0% 11.6%
S&P Global -22.8% -33.7% 14.8% 13.3%
Salesforce -42.6% -53.6% 23.6% 12.7%
SPS Commerce -58.0% -64.1% 21.9% 11.4%
Verisk Analytics -42.4% -47.5% 8.3% 13.2%
Wolters Kluwer -61.3% -63.0% 11.3% 9.9%
MSCI All Country World Index (included for comparison) +22.1% -6.1% +18.9% +17.3%
As of 30 June 2026. Data in USD. Source: Lazard, MSCI, FactSet. It should not be assumed that any investment in these securities was, or will prove to be,
profitable, or that the investment decisions we make in the future will be profitable or equal to the investment performance of securities referenced herein.
There is no assurance that any securities referenced herein are currently held or that securities sold have not been repurchased.
8
The Company was also impacted by our lack of
exposure to select AI winners. As mentioned, memory
chip makers were particularly strong due to a shortage
partially driven by the AI capex buildout. Not owning
just two of these names over the period – Micron and
SK hynix – cost the portfolio nearly 200 bps. In the
chart below, we contrast the extreme inconsistency
of returns of those names with AI winners held in the
strategy (ASML, Taiwan Semiconductor Manufacturing
(‘TSMC’) and Amphenol), all of which have far more
stable levels of financial productivity, yet have been
relative underperformers.
Exhibit 2: AI Winners – Contrasting Sustainability of Cash Flow Return on Investment and
Stock Return
Semis and Tech Hardware Financial Productivity and Valuation Last 10 Years
-10
0
10
20
30
40
50
60
70
80
-10
0
10
20
30
40
50
60
70
80
SK hynix MicronAmphenolTSMCASML
2016 2021 2026 2016 2021 2026 2016 2021 2026 2016 2021 2026 2016 2021 2026
Held
Cash Flow Return on Investment
(Adjusted For Excess Cash)
Not Held
Cash Flow Return on Investment
(Adjusted For Excess Cash)
SK hynix = 1348%
Micron = 1272%
ASML = 180%
0
500
1,000
1,500
Amphenol = 154%
TSMC = 131%
December
2024
June
2025
December
2025
June
2026
Rebased Shar
e Price Performance (Dec 2024 = 100%)
Share Price Performance (%)
As of 30 June 2026. Data in USD. Source: Lazard, FactSet, MSCI, HOLT. It should not be assumed that any investment in these securities was, or will prove
to be, profitable, or that the investment decisions we make in the future will be profitable or equal to the investment performance of securities referenced
herein. There is no assurance that any securities referenced herein are currently held or that securities sold have not been repurchased.
Finally, the Company was hurt by a few idiosyncratic
stock issues, namely animal-health care company
Zoetis, medical equipment maker Boston Scientific
(deceleration in a key product), diversified bank HDFC
(resignation of the interim chair over ethical concerns),
and South African pharmacy operator Clicks (supply
chain issues and increased competition), which total
580 bps of negative attribution. We still own and have
conviction in these companies’ long-term outlooks.
Portfolio positioning
We remain focused on owning high-quality companies
with durable competitive advantages, strong balance
sheets, and the ability to generate and compound
free cash flow over time. Based on these criteria, our
conviction across our holdings has strengthened.
Mid Wynd’s holdings consist of many companies that
have historically delivered robust earnings growth over
extended periods (Exhibit 3). Many of these companies
have been able to grow faster than the market over
the long term, and we expect that to continue going
forward. This is critical; if Mid Wynd’s companies
continue compounding earnings through high financial
productivity, as many have over the long term, the
earnings of the company, not the valuation, should
drive alpha generation.
9
The Mid Wynd portfolio trades at a premium price-to-
earnings ratio to the MSCI All Country World Index.
Historically, this premium has been supported by
superior and more durable earnings growth. Over
the year ending 30June 2026, however, the Index’s
earnings growth has been flattered by a narrow group
of AI-exposed beneficiaries, notably SK hynix and
Micron, which have seen substantial earnings-per-
share upgrades year-to-date. We do not view this
as reflective of the broader, sustainable earnings
compounding we look for, and it is not historically
typical of the Index’s growth profile.
Exhibit 3: Current Portfolio Names Have Had Strong and Resilient Earnings Power
Cumulative Historical Earnings Growth: Mid Wynd’s holdings versus MSCI All Country WorldIndex
0.5
1.0
2006 2011 2016 2021
Mid Wynd Earnings Growth MSCI All Country World Index
2.0
4.0
8.0
16.0
2026
-44%
-44%
EPS Drawdown
Jun ‘08-Apr ‘09
-21%
-8%
EPS Drawdown
Jan ‘20-Jun ‘20
+12.1% CAGR/year
+4.9% CAGR/year
As of 30 June 2026. Data in USD. Source: Lazard, MSCI, FactSet.
Compound Annual Growth Rate per year or CAGR/year is the average annual rate at which earnings grew over the period shown, assuming growth was
compounded each year.
Given the attractive historical and expected growth
profile of Mid Wynd, we believe this is a very favourable
time to invest in our portfolio. 61% of our holdings are
now trading in the bottom half of their price-to-earnings
ratio range over the past decade, and 35% are at their
lowest price-to-earnings ratio in the last ten years.
Additionally, the portfolio’s relative valuation is at its
lowest level in twenty years (excluding the financial crisis,
when lower quality cyclicals saw their earnings fall and
valuations rise). Against this backdrop, we believe the
current environment presents a compelling opportunity
for investors to gain exposure to a differentiated
portfolio of high conviction, high-quality companies at
attractivevaluations.
Exhibit 4: Historically Attractive Valuation of Names in the Current Portfolio
Relative Valuation Over Time: Mid Wynd versus MSCI All Country World Index
0.9
1
1.1
1.2
1.3
1.4
1.5
1.6
1.7
1.8
Portfolio Price-to-Earnings Ratio /
Index Price-to-Earnings Ratio
2006 2011 2016 2021 2026
As of 30 June 2026. Allocations and security selection are subject to change. Source: Lazard, FactSet, MSCI.
Portfolio activity increased over the year ended
30June 2026, reflecting the consolidation of certain
positions perceived as ‘AI losers’ and the trimming
of a number of semiconductor holdings where, in our
view, valuations had become stretched. We purchased
11 new companies during the year: commercial stage
bio-pharma firm argenx, auto parts retailer AutoZone,
custodian Bank of New York Mellon, medical device
maker Boston Scientific, US drug distributor Cencora,
credit bureau Experian, pure-play dermatology
business Galderma, business software company Intuit,
cybersecurity platform Palo Alto, supply chain software
company SPS Commerce, and power tools maker
Techtronic. Conversely, we sold seven companies:
computer software maker Adobe, credit bureau Equifax,
athletic footwear firm Nike, industrial precision systems
manufacturer Nordson, industrial automation company
Rockwell Automation, nursing staffing and medical
practice software company SMS, and vacuum valve
supplier for semiconductor manufacturing VAT Group.
10
We highlight our most recent new purchases below,
with our full holdings displayed on page16.
■
AutoZone is a high-quality auto parts retailer, and
one of the three main players in an oligopolistic
industry. The company benefits from several
secular trends, including an ageing US vehicle fleet
that is approaching an average age of 13 years,
growth in miles driven, and a mix benefit from
growing vehicle complexity. The industry enjoys
very strong pricing power as customers value
parts availability and delivery times over pricing.
Additionally, over 85% of parts demand is driven
by vehicle failure and maintenance, which helps
insulate the industry during economic slowdowns.
AutoZone has been widening its competitive moat
by growing its mega-hub networks, allowing it
to increase parts availability and reduce delivery
times, which in turn has been driving higher
same-store sales and share gains.
■
Bank of New York Mellon (BNY) primarily focuses
on asset servicing and fund administration
for institutional clients. Its core business
involves acting as a global custodian, where
it holds assets on behalf of funds, completes
documentation for underlying funds, and provides
essential accounting and reporting services.
Beyond these traditional roles, the company
has aggressively expanded into high-growth
areas such as digital asset infrastructure and
advanced data management ecosystems. BNY’s
competitive moats, including immense scale, deep
relationships with an integrated service model,
and its reputation as a trusted institution, should
allow it to sustain its high and consistent financial
productivity. Additionally, we see two drivers that
we believe the market is underappreciating: First,
BNY has completed its shift to an agile, platform-
based operating model and is now moving to one
which is more commercial, focused on relationship-
driven sales and proactive client engagement. This
multi-year shift should strengthen organic growth,
margin expansion, and capital generation, in our
view. Second, the company’s push into automation
and AI has become a sizeable advantage; BNY
is now one of the most advanced AI adopters in
institutional finance, built on internal efforts and
through partnerships with OpenAI, Microsoft, and
NVIDIA. With an industry-leading $59 trillion in
assets under administration or custody, we believe
BNY has the scale to invest more in technology
and AI than smaller rivals, which will allow it to
maintain and grow its edge over time.
■
Intuit is a global financial technology leader
providing mission-critical services through
platforms like TurboTax, QuickBooks, and Credit
Karma among others. The company maintains
a durable competitive advantage through high
switching costs and a “sticky” ecosystem built on
deep customer trust and the sensitive nature of
financial data. Intuit has derated significantly due
to fears of AI disintermediation, with concerns
focused on increased competition among more
price-sensitive tax-filers. However, we see this as
an opportunity as we do not believe the market has
recognised the multiple long term growth levers
for the business, including share gains in Assisted
Tax market, Quickbooks moving upmarket, and
continued upselling of broader services around
the Quickbooks installed base. Intuit has evolved
into an AI-driven expert platform that leverages a
massive proprietary dataset—averaging 625,000
data points per small business—to power
predictive AI agents and automated workflows.
This scale allows Intuit to bring innovation to
accounting markets by combining artificial
intelligence with deeply embedded software and a
virtual network of human experts. The company is
also aggressively moving upmarket with the Intuit
Enterprise Suite, targeting larger organisations
with complex needs while utilising its dominant
accountant channel to drive ecosystem adoption.
Through high-velocity innovation and integrated
payment and payroll hubs, Intuit continues to
deepen its “moat” and expand its role as a central
system of intelligence for both consumers and
businesses. While growth rates are likely to slow
somewhat, the revenues should continue to
compound and drive margins and returns higher.
11
Valuation discipline remains central to our process. Rather than assessing our holdings’ price-to-earnings
multiples in isolation, we examine where each company’s current multiple sits relative to its own 10-year trading
history, a measure of whether we are paying up for quality or accessing it at a reasonable price.
On this basis, the majority of the Mid Wynd portfolio continues to trade attractively: 61% of holdings sit in the
bottom half of their 10-year P/E range, and 35% are trading at or near the lowest multiple they have commanded
over the past decade. Only 37% of holdings currently trade at a higher price-to-earnings percentile than the
market itself.
This distribution reflects our continued focus on companies with strong fundamentals, purchased at valuations
that do not, in our view, fully reflect their long-term earnings power — rather than a portfolio priced for perfection.
Exhibit 5: Attractive Relative Value
Company Price-to-Earnings Percentile Rank Relative to Ten-Year Trading History
■
37% of portfolio companies at Price-to-Earnings rank higher than the market rank
■
61% of portfolio companies in bottom half of their Price-to-Earnings range over the last 10 years
■
35% of portfolio companies at lowest Price-to-Earnings multiple over the last 10 years
0
10
20
30
40
50
60
70
80
90
100
Palo Alto Networks
ASML
AMETEK
Amphenol
Dollarama
Alphabet
Apple
Taiwan Semiconductor
Hexagon
Coca-Cola
Cadence Design Sys
Hilton Worldwide
AutoZone
HOYA
Techtronic
Galderma
Cencora
Keyence
Toei Animation
Thermo Fisher Scientific
argenx
Aon
Meta
Visa
Corpay
IQVIA
Healthequity
HDFC Bank
Diageo
S&P Global
Universal Music Group
Tencent
Accenture
Booz Allen Hamilton
Boston Scientific
Clicks Group
Salesforce
EssilorLuxottica
Experian
Inter
continental Exchange
Intuit
Microsoft
Partners Group
RELX
SPS Commerce
Verisk Analytics
Wolters Kluwer
Zoetis
Bank of New York Mellon
The market is at its 65th percentile rank for
price-to-earnings over the last 10 years
Company Price-to-Earnings
Percentile Rank
As of 30 June 2026. All price-to-earnings multiples shown are calculated using trailing earnings. Market represented by the MSCI All Country World Index.
Allocations and security selection are subject to change.
Source: Lazard, MSCI.
Outlook
The pace of AI innovation and capex growth
resembles prior technological breakthroughs, in
which transformative technologies attracted capital
far ahead of demand and ultimately delivered more
value to users than to investors. Historical examples
include canals in 18th century Britain, railways in the
1800s, and telecom infrastructure during the Dot-com
era; each saw massive investment followed by falling
prices and weak long-term returns despite eventual
widespread adoption.
The evolution of AI appears to show similar
characteristics to these past examples’ early stages.
Competition among frontier models is intensifying
while differentiation is narrowing, increasing
commoditisation. Infrastructure providers also offer
broadly homogeneous services with limited structural
stickiness. Two additional pressures may further
compress returns: switching costs between models
are minimal, and the cost to train models at existing
capability levels continues to decline rapidly, creating a
first-mover cost disadvantage.
The scale of planned AI infrastructure investment is
also significant. Announced buildouts imply roughly
100 billion watts of AI compute capacity by 2030,
which at a 10% weighted average cost of capital
would require nearly $1 trillion in annual AI revenue
simply to cover capital costs—roughly equivalent
to today’s entire global software market. Current
enterprise AI spending remains well below that level,
which causes us to question whether current capital
12
outlays and equity valuations are proportionate to the
long-term returns the industry may ultimately generate.
Despite broad market enthusiasm around AI
infrastructure, we continue to believe long-term
stock performance is driven primarily by sustained
compounding in earnings and cash flow, particularly
when supported by attractive valuations. Our focus
remains on high-quality businesses with durable
competitive advantages that we believe can reinvest
capital and compound earnings growth for longer than
the market expects. While our outlook differs from
prevailing market expectations in some cases, we
remain confident in the long-term earnings power of
our holdings.
Contributors and detractors
As mentioned, Company performance was largely
driven by the market’s perception of stocks’ AI
exposure. The top five contributors to performance
were all AI beneficiaries, while three of the top five
detractors were perceived AI losers.
Contributors
TSMC is the only scaled, leading-edge semi foundry
and a critical enabler of AI (given that nearly all
accelerated-compute chips are manufactured on
its processes). Shares performed well following
strong earnings, margin expansion and continued
robust demand. We own TSMC for its durable
competitive advantages in scale, leading-edge
process development, and consistent execution. This
combination supports a self-reinforcing cycle in which
technology leadership drives market-share gains;
expanding scale enhances cost competitiveness and
cash generation; and those cash flows are reinvested
to sustain continued semi process innovation.
ASML is a Dutch company that supplies the world’s
leading chipmakers with the equipment to mass
produce patterns on silicon wafers, helping make
computer chips smaller, faster, and energy efficient.
Shares rose amid aggressive industry-wide investment
in leading-edge capacity infrastructure, as well as
expanded optimism around the company’s medium-
term outlook. ASML is one of the key enablers of
innovation in the technology space, and we believe it
will continue to benefit from demand for its cutting-
edge products.
Amphenol, a diversified electrical connector and
sensor maker, rose after reporting strong results,
becoming a primary beneficiary of the AI data centre
build-out. Additionally, Amphenol completed some
targeted acquisitions which allowed it to expand its
addressable market and technology moat. We like
the company due to its ability to provide a critical
component at a low cost, a competitive advantage
that helps it maintain favourable pricing. Additionally,
we are attracted to its low-capital-intensity, high-
cash-generative business, disciplined approach to
acquisitions in fragmented markets, and favourable
positioning in AI data centres.
Apple, the world’s leading smartphone vendor, rose
after the company reported strong earnings due to
improving replacement demand during this iPhone 17
cycle, progress towards successful integration of its AI
capabilities, continued growth of its service segment,
and a marked recovery in Greater China sales.
We expect Apple to sustain high levels of financial
productivity and cash flow through continued growth
of the Apple ecosystem, an increasing mix of services
revenue streams, and optionality around new platforms
and replacement cycles driven by AI advances.
Cybersecurity company Palo Alto Networks rose
due to strong results and growing expectations that
future AI advances would increase the necessity for
cybersecurity tools. We like the company due to its
unique combination of best-of-breed products in many
categories, providing broader integration, and benefits
to customers as they standardise on the Palo Alto
Networks platform.
Detractors
Shares of medical device company Boston Scientific
declined as management reduced guidance for
its Watchman device, used in stroke prevention
procedures. We continue to like the company as
we believe its innovation and high barriers to entry
are supported by top-tier R&D spend, enabling the
development of next-generation technologies and
solutions. Its robust pipeline and venture investments
have created an incremental $50 billion market
opportunity beyond the existing $70 billion current
addressable market, suggesting potential for long-term
growth. Attractive gross margins reflect pricing power,
which we see as sustainable given the company
makes critical products with high failure costs,
focused on improving clinical outcomes and surgical
productivity, along with high regulatory barriers.
The company should benefit from secular demand
trends including rising disease prevalence, ageing
populations, demand for safer and more effective
device-based interventions, growth of out-patient/
ambulatory procedures, and increasing healthcare
investment in emerging markets.
13
Verisk, a provider of predictive analytics and data
solutions for the insurance industry, declined as
investors focused on slowing organic growth and
perceived AI-related risks. We view the slowdown
as temporary, with growth expected to normalise in
the second half of 2026. While there are aspects of
Verisk’s insurance policy language and extreme event
risk management businesses that AI could disrupt,
we think regulatory compliance, historical trust, and
Verisk’s broader proprietary data ecosystem create
significant barriers to entry. Additionally, we continue to
like this best-in-class company due to its data-driven
business model and recurring revenue.
SPS Commerce is a leader in supply chain software
for retailers, suppliers, and logistics providers. Shares
underperformed due to operational challenges
from an acquisition, global trade uncertainty, and
competitive concerns around AI. SPS is the largest
fulfilment network in North America, which helps
limit competition, protect pricing, and insulate the
business from AI native point solutions. Over the
medium term, increased complexity in omnichannel
retail and fragmentation of suppliers should drive more
demand for SPS’s products and increase data flow
along its network. We believe the stock is undervalued
as investors are conflating a cyclical slowdown
with a structural one, and underappreciate adjacent
opportunities to monetise the network.
Information service provider Wolters Kluwer
experienced a significant pullback tied to investor
concerns that AI could disintermediate data-analytic
companies and commoditise their content, and was
particularly pressured by generative AI company
Anthropic‘s launch of new AI plugins tailored for the
legal, finance, sales and data marketing industries.
However, we believe companies with distinctive
content and the ability to innovate quickly should
be advantaged due to their already strong customer
relationships, allowing for an easier up-sell for high-
quality, trusted insights enhanced with AI. We believe
the market will recognise that the differentiated
datasets and strong vertical market positions of these
companies provide not only meaningful insulation
from AI disruption but also offers several attractive
opportunities to leverage AI within their existing
product ecosystems.
Technology consulting company Accenture fell as
investors weighed macro uncertainty, underwhelming
growth rates, and the potential for AI to disrupt its
business model. We believe Accenture represents
strong relative value due to its attractive valuation and
its consistent ability to generate very high financial
productivity. While we recognise the AI threat and the
need for Accenture to both utilise AI tools internally
and evolve its business into a more outcomes-based
model, we believe these challenges will be offset by its
strong position to help organisations modernise, build,
and adopt AI. We continue to believe Accenture is
well-positioned as more enterprises move to the cloud,
upgrade data, and digitise their business processes as
they adopt and integrate AI into their organisations.
Investment philosophy
Lazard’s philosophy is based on the belief that great
companies can also make great investments. In other
words, we believe that companies that can sustain
the highest levels of financial productivity tend to
outperform the market.
We think the market undervalues these companies
because of its adherence to the economic law of
competition. This theory prescribes that high returns
on capital attract competition, which results in an
erosion of these returns towards a cost of capital.
However, in the real world we think that plenty of
examples show this theory does not work. We are
convinced that companies that beat the market-
implied fade of returns also beat the market.
In addition to high financial productivity, we are also
looking for companies that have the opportunity and
appetite to reinvest in their business to grow (but
only if at similarly high levels of financial productivity).
This combination of high financial productivity and
growth produces a compounding effect on cash
flow and earnings, which we believe is particularly
valuable. These types of exceptional businesses are
often inefficiently valued by market participants, who
may be more focused on near-term multiples than
the longer-term earnings power of the company.
Putting this together, we seek to invest in companies
that we believe can generate sustainably high
financial productivity, those that can reinvest for
growth, and those for which the market is pricing in a
fade in returns faster or sooner than we expect.
Note our investment philosophy is supported by
the work done by co-lead portfolio manager/analyst
Louis Florentin-Lee in a long-term study of global
financial markets. Please see Quality Investing
1
for
more details.
1
www.lazardassetmanagement.com/docs/194773/QualityInvesting_LazardResearch.pdf
14
Sector Analysis
% of net assets showing evolution over time
% of net assets
30 June 2026
31 December 2025
010203
04
0
Net Current Assets
Consumer Discretionary
Consumer Staples
Communication Services
Industrials
Health Care
Financials
Information Technology
36.1%
3.8%
4.3%
6.7%
7.2%
7.4%
9.6%
14.8%
15.5%
19.6%
17.9%
17.6%
20.2%
14.8%
12.6%
32.9%
35.7%
30 June 2025
5.0%
4.8%
4.9%
4.7%
1.6%
1.0%
1.3%
Source: Juniper / Lazard.
Portfolio exposures by sector as of 30 June 2026, 31December 2025, and 30 June 2025. Due to rounding, figures may not total 100%. It should be noted
that the exposures are a residual of our investment process. They are an outcome of our stock selection rather than an “active” position on the sector itself.
15
Regional Analysis
% of net assets showing evolution over time
Net Current Assets
Emerging Markets
Asia
Japan
UK
Europe ex UK
North America
% of net assets
12.7%
59.9%
65.1%
14.6%
4.4%
6.0%
5.4%
1.6%
1.3%
30 June 2026
31 December 2025
30 June 2025
1.0%
1.6%
1.9%
3.1%
5.3%
3.4%
5.1%
14.5%
63.4%
9.8%
10.4%
9.5%
01020304050607
08
0
Source: Juniper / Lazard.
Portfolio exposures by geographical region of listing as of 30 June 2026, 31 December 2025 and 30 June 2025. Due to rounding, figures may not total
100%. It should be noted that the exposures are a residual of our investment process. They are an outcome of our stock selection rather than an “active”
position on the country or region itself.
Louis Florentin-Lee & Barnaby Wilson
Investment Managers
16 September 2026
16
Portfolio of Investments as at 30 June 2026
Security Name Country
Market
Value
£’000
% of
total net
assets MSCI Sector
Taiwan Semiconductor Manufacturing Taiwan 13,905 6.6% Information Technology
Apple United States 9,827 4.7% Information Technology
ASML Netherlands 9,254 4.4% Information Technology
Amphenol United States 8,700 4.1% Information Technology
Visa United States 8,168 3.9% Financials
AMETEK United States 6,926 3.3% Industrials
Microsoft United States 6,554 3.1% Information Technology
S&P Global United States 5,692 2.7% Financials
Aon United States 5,671 2.7% Financials
Keyence Japan 5,490 2.6% Information Technology
Cadence Design Systems United States 5,459 2.6% Information Technology
Coca-Cola United States 5,333 2.5% Consumer Staples
IQVIA United States 4,940 2.3% Health Care
Thermo Fisher Scientific United States 4,838 2.3% Health Care
Palo Alto Networks United States 4,820 2.3% Information Technology
RELX United Kingdom 4,747 2.3% Industrials
HOYA Japan 4,610 2.2% Health Care
Alphabet United States 4,509 2.1% Communication Services
argenx Netherlands 4,325 2.1% Health Care
Intercontinental Exchange United States 3,936 1.9% Financials
Hexagon Sweden 3,836 1.8% Information Technology
Tencent Hong Kong 3,769 1.8% Communication Services
Experian United Kingdom 3,752 1.8% Industrials
Verisk Analytics United States 3,749 1.8% Industrials
HDFC Bank India 3,728 1.8% Financials
Galderma Group Switzerland 3,590 1.7% Health Care
Dollarama Canada 3,535 1.7% Consumer Discretionary
Corpay United States 3,523 1.7% Financials
Hilton Worldwide United States 3,374 1.6% Consumer Discretionary
Bank Of New York Mellon United States 3,341 1.6% Financials
Clicks Group South Africa 3,061 1.4% Consumer Staples
Universal Music Group Netherlands 2,729 1.3% Communication Services
Techtronic Industries Hong Kong 2,673 1.3% Industrials
Partners Group Switzerland 2,670 1.3% Financials
Toei Animation Japan 2,491 1.2% Communication Services
Accenture United States 2,437 1.2% Information Technology
Booz Allen Hamilton United States 2,409 1.1% Industrials
Zoetis United States 2,400 1.1% Health Care
SPS Commerce United States 2,294 1.1% Information Technology
HealthEquity United States 2,250 1.1% Health Care
Diageo United Kingdom 2,175 1.0% Consumer Staples
AutoZone United States 2,152 1.0% Consumer Discretionary
Meta Platforms United States 2,115 1.0% Communication Services
Wolters Kluwer Netherlands 2,051 1.0% Industrials
Boston Scientific United States 1,984 0.9% Health Care
Cencora United States 1,872 0.9% Health Care
EssilorLuxottica France 1,822 0.9% Health Care
Intuit United States 1,734 0.8% Information Technology
Salesforce United States 1,733 0.8% Information Technology
Total equity investments (49) 206,953 98.4%
Net current assets 3,424 1.6%
Net assets 210,377 100.0%
17
Strategy and Business Review
This Strategic Report has been prepared in
accordance with the Companies Act 2006 (Strategic
Report and Directors’ Report) Regulations 2013.
Purpose
Our purpose is to increase the real wealth and
prosperity of ourshareholders.
Our investment heritage
Mid Wynd International Investment Trust plc can trace
its heritage back to 1797, when the founder of the
Company set up a textiles business in Dundee. Its
origins as an investment company date from 1949,
when the Board began to manage the financial reserves
as a separate entity from the main trading business.
In September 1981, the shares of the Company
were floated on the London Stock Exchange. At
that time, the Board was entrusted by shareholders
to manage their wealth, with a focus on investing in
global companies with strong growth prospects and
sustainable businesses. This focus remains as true for
the Board and its appointed investment manager today
as it did back then.
Through our investment company structure, we
enable shareholders, large or small, to invest in an
actively-managed diversified portfolio of securities in a
cost-effective way, giving them access to the growth
opportunities offered by world markets.
Strategy
The Company’s objective and investment policy set out
below summarises the aims of the Company’s strategy.
The Investment Manager’s investment philosophy set
out on page 13 summarises the Manager’s strategy to
implement the Company’s objective.
Objective and investment policy
The Objective of the Company is, through a portfolio of
investments on global markets, to deliver capital and
income growth for the benefit of the shareholders. This
is primarily focused on capital appreciation rather than
income generation.
The Company is prepared to move freely between
different markets, sectors, industries, market
capitalisations and asset classes as investment
opportunities dictate. On acquisition, no holding shall
exceed 15% of the portfolio. The Company will not
invest more than 15% of its gross assets in UK listed
investment companies. Assets other than equities
may be purchased from time to time including but not
limited to fixed interest holdings, unquoted securities
and derivatives. Subject to prior Board approval, the
Company may use derivatives for investment purposes
or for efficient portfolio management (including
reducing, transferring or eliminating investment risk in
its investments and protection against currency risk).
The number of individual holdings will vary over
time. Toensure diversification of opportunity and
management of risk, the Company is permitted by its
policy to hold between 40 and 140 holdings; however,
the portfolio’s number of holdings will generally sit
at the lower end of this range. The portfolio will be
managed on a global basis rather than as a series of
regional sub-portfolios. As at 30 June 2026 there were
49holdings in the portfolio.
The Board assesses investment performance with
reference to the MSCI All Country World Index (GBP).
However, the Directors expect the Investment Manager
to pay little attention to the composition of this index
when constructing the portfolio and the composition of
the portfolio is likely to vary substantially from that of
the index. A long-term view is taken and there may be
periods when the net asset value per share declines in
absolute terms and relative to the comparator index.
Business model
The Company is incorporated in Scotland and operates
as an Investment Trust Company. It is an investment
company within the meaning of section 833 of the
Companies Act 2006 (the “Act”) and is approved as
an investment trust by HM Revenue and Customs
subject to the Company continuing to comply with the
requirements of section 1158 of the Corporation Tax
Act 2010. The Company has a main market listing on
the London Stock Exchange. The Company is also an
Alternative Investment Fund whose Investment Manager
is regulated by the Financial Conduct Authority.
The Company has no employees and the Board,
which consists solely of non-executive Directors,
has delegated most of the Company’s operational
functions to a number of key service providers. All
key service providers are appointed under rolling
contracts which are periodically reviewed, at which
time the appropriateness of the continuing appointment
of such service providers is considered. Details of
the key service providers are set out later in this
AnnualFinancial Report.
18
Dividend policy
The Company’s main focus is on growing shareholders’
capital. It pursues a flexible dividend policy which
is not solely determined by the requirements of
section1158 of the Corporation Tax Act 2010 to retain
no more than 15% of revenue earnings in any financial
year. The Board intends to grow dividends, subject to
the availability of distributable reserves. As previously
communicated, the Company’s revenue returns are
expected to remain below pre-2023 levels, reflecting
the Company’s investment strategy. This is focused
on capital appreciation rather than income generation,
driven by the investment portfolio typically reinvesting
a significant portion of earnings in order to maximise
growth. The Board intends at least to maintain the
dividend, using the revenue reserve and, when
required, the special reserve, for a short period of time
ifnecessary. This year the Company will need to utilise
its accumulated revenue reserve to pay itsdividend.
Gearing and leverage
The Company may use borrowings to support its
investment strategy and can borrow up to 30% of its
net assets.
Although no borrowing facility is currently in place, the
Company’s gearing is regularly reviewed by the Board
following consultation with the Investment Manager.
Leverage is defined in the Alternative Investment Fund
Managers Directive (‘AIFMD’) as any method by which
the Company can increase its exposure by borrowing
cash or securities, or from leverage that is embedded
in derivative positions. The Company is permitted to
borrow up to 30% of its net assets (determined as
130% under the Commitment and Gross ratios). The
Company is permitted to have additional leverage
of up to 100% of its net assets, which results in
permitted total leverage of 230% under both ratios.
The Alternative Investment Fund Manager (the ‘AIFM’)
monitors leverage values on a daily basis, when
leverage is utilised, and reviews the limits annually. No
changes have been made to these limits during the year.
At 30 June 2026, the Company’s leverage exposure
was 99% as determined using the Commitment Method
and 98% using the Gross Method. Further details can
be found in the Alternative Performance Measures on
page82.
Financial risk management
Financial risk management objectives and information
on exposure to price risk, credit risk, liquidity risk and
cash flow risk can be found in Note 19 on pages 69
to73.
Current and future developments
A summary of the Company’s developments during the
year ended 30 June 2026, together with its prospects
for the future, is set out in the Chairman’s Statement
on pages4 to 6 and the Investment Manager’s Review
on pages7 to 13. The Board’s principal focus is the
delivery of positive long-term returns for shareholders.
This will be dependent on the success of the
investment strategy, in the context of both economic
and stock market conditions. The investment strategy,
and factors that may have an influence on it, are
discussed regularly by the Board and the Investment
Manager. The Board furthermore considers the
ongoing development and strategic direction of the
Company, as well as any risks which could impact on
the Company’s ability to achieve its strategic objective.
Culture and values
Culture
Corporate culture for an externally-managed
investment trust like Mid Wynd International
Investment Trust plc, refers to the beliefs and
behaviours that determine how the Directors interact
with one another and how the Board manages
relationships with shareholders and key service
providers, such as the Investment Manager. The
culture is defined by the values which are set out
below. The section 172 Report included in this Strategy
and Business Review provides further details of how
the Board has operated in this regard.
Values
The Board is mindful that it is overseeing the
management of a substantial investment portfolio on
behalf of investors. Inmanycases, an investment in
the Company may represent a significant proportion
of an individual’s savings. As all of the Directors are
invested in the Company, the Directors’ interests are
aligned with those of fellow shareholders in this regard.
Our approach to governing the Company is therefore
underpinned by our determination to do the right thing for
our shareholders. Key to this is maintaining a constructive
and open relationship with shareholders, through monthly
updates, half-yearly and annual financial reports, and the
opportunity for the Board to engage with shareholders at
the Annual General Meeting.
19
Wealsobelieveinhavingstrongrelationships with
our key service providers based on mutual trust
and respect, yet with constructive challenge when
required. Below is a summary of the Board’s most
importantvalues:
■
Shareholders come first: the Board is focused
on its purpose of delivering long-term value for all
shareholders, whether they are large or small. We
will always put shareholders first and continually
consider how best to enhance long-term value,
including through the effective use of gearing,
share issuance, andbuybacks.
■
Integrity: the Board seeks to act ethically and
honestly, to comply with all laws and regulations
applicable to investment companies, seeks to
avoid conflicts of interest and maintains zero
tolerance to bribery and corruption, tax evasion
or other fraudulent behaviour. The Board expects
the same high standards of conduct from all of the
Company’s service providers.
■
Accountability: the Board recognises the
importance of explaining the Company’s
performance, opportunities, risks and long-
term prospects in a clear, straightforward and
transparent manner. Accountability also involves
effective oversight of, and constructive challenge
to, the Company’s key service providers to ensure
that shareholders continue to receive a high
standard of service. Each Director recognises
their individual responsibility to shareholders and
accordingly stands for re-election at each Annual
General Meeting, other than where a Director has
indicated an intention to retire.
■
Respect: the Board operates in a collegiate
manner and values the diverse backgrounds,
experience and perspectives of its Directors. It
believes that respectful dialogue and constructive
challenge support effective decision-making. The
Board also recognises the importance of treating
shareholders and service providers fairly and
with respect. Contact by shareholders via the
Chairman’s email address cosec@junipartners.com
is welcomed and the Company seeks to maintain
positive and professional relationships with all
stakeholders.
■
Sustainable investing, stewardship and
environmental, social and governance (‘ESG’)
issues: the Board recognises the importance of
sustainability, stewardship and ESG considerations
in the generation of long-term shareholder returns.
It works closely with the Investment Manager
to ensure that these matters are appropriately
considered within the investment process and
believes that responsible stewardship and a
long-term perspective contributes to better
investment outcomes for shareholders. The Board
supports the Investment Manager’s pragmatic
and integrated approach to ESG analysis and
engagement, recognising that governance,
environmental and social factors can have a
material impact on the long-term value and
sustainability of investments.
20
The Investment Manager's Approach to Sustainability, Stewardship
and Environmental, Social & Governance (‘ESG’) Matters
The Board expects Lazard to invest in companies
which can provide long-term value for the Company’s
shareholders, without damaging either society
or the environment. Set out below is a summary
of how Lazard integrates sustainability and ESG
considerations into its investment approach and a
report of its stewardship activities.
Lazard integrates ESG considerations into the
fundamental analysis conducted on every potential
investee company. When evaluating potential
‘Compounder’ companies (see definition on page84)
in which to invest, Lazard is focused on how ESG
opportunities and risks may affect a company’s
competitive advantages, the sustainability of its
financial productivity, its reinvestment opportunities,
and its valuation. Lazard also has access to third
party data sources to augment this proprietary
fundamentalresearch.
Lazard’s research suggests that Compounders tend
to have attractive environmental and/or governance
attributes. This has generally resulted in the portfolio
having a positive sustainability profile including
significantly lower carbon emissions, lower carbon
intensity, and lower ESG risk versus its reference
comparator index, the MSCI All Country World Index.
This is an outcome of stock selection, not a target
objective.
Portfolio carbon emissions
The challenges around climate change are of
increasing importance. The portfolio’s carbon intensity
has remained consistently below the comparator
index, as detailed in the graph below. This shows
that the portfolio has generated less greenhouse gas
emissions for every million dollars of revenue earned
than the MSCI All Country World Index.
Mid Wynd Carbon Intensity
Tonnes of CO2 / $m revenue
0
20
40
60
80
100
120
140
160
MSCI AC World
Mid Wynd International
Dec 2024
Jun 2025
Dec 2025
Jun 2026
Source: Lazard, MSCI, Sustainalytics, FactSet.
Stewardship and investee company
engagement
The Board delegates authority to Lazard to invest
responsibly, engaging actively with investee companies
to understand their management ethos and to seek
sustainable returns.
Below are two examples of this engaging in operation
during the year ended 30 June 2026.
EssilorLuxottica
Objective
To assess the board’s response to persistent
shareholder dissent on executive remuneration (Long
Term Incentive (LTI) design, target transparency,
exceptional awards); to understand recent board
changes, including the rationale for staggered terms
and the independence of the lead director; and to
evaluate how the company’s governance and quality
oversight are adapting to its growing regulated medical
device exposure.
Background
EssilorLuxottica is a global leader in eyewear and
eyecare, with a growing footprint in regulated medical
devices through products such as Nuance Audio
hearing aids. Following prior shareholder dissent
on executive pay, the company has revised its
remuneration framework and board composition ahead
of its 2026 AGM.
Engagement details and analysis
On executive remuneration, the framework for
the 2024–26 mandate is now fixed, with c.90%
performance-linked pay and roughly two-thirds
delivered via LTI based on adjusted EPS, share price
growth, and a 20% climate metric; relative TSR was
removed for simplification. Exceptional awards are
now framed as a rare contingency tool requiring
specific justification, a shareholder vote, and ex-post
approval, with benchmarking being refreshed. We view
the framework as broadly aligned with shareholder
interests, given its strong performance linkage and
evidence of responsiveness to investor feedback,
though transparency remains a limitation given the
non-disclosure of certain financial targets ex-ante,
and the removal of relative TSR reduces external
benchmarking. Safeguards around exceptional awards
are robust but warrant ongoing monitoring.
21
On board composition, the company implemented
staggered board terms in 2024 to support progressive
renewal and disclosed a c.€360k fee arrangement
with Covivio, which it considers immaterial to the
independence of the lead director. We agree that the
arrangement does not impair independence and view
staggered terms as supportive of continuity.
On medical device risk, the company is building out
legal and regulatory capabilities for enterprise-wide
compliance, drawing on its existing FDA clearance
experience with Nuance Audio. Management
acknowledged areas requiring further development,
particularly group-level oversight and retail distribution
risk; this remains an emerging area to monitor, though
the company is building relevant regulatory and legal
capabilities.
Outcome and next steps
The engagement alleviated our governance concerns,
supporting the long-term investment thesis, though
incremental med-tech-related risk remains an area
to monitor. The issues discussed were reflected in
our voting decisions at the 2026 AGM; following the
engagement, we supported all resolutions, reflecting
confidence in the overall governance framework
despite some areas requiring ongoing monitoring. The
company also sought investor input on ESG metrics
in executive compensation, and we highlighted the
importance of material, business-aligned KPIs. Going
forward, we will feed into the LTI peer benchmarking
exercise, including disclosure expectations, and track
progress on medical device governance and quality
management capabilities.
Engagement Period: Q2 2026. Sector Analyst unable to attend due to a
meeting clash.
All opinions expressed herein are as of the published date. For illustrative
purposes only. The securities mentioned should not be considered a
recommendation or solicitation to purchase or sell these securities.
Source:Lazard.
Cadence Design Systems
Objective
To assess the rigor of Cadence’s remediation measures
following its Department of Justice (DOJ)/Bureau
of Industry and Security (BIS) settlement for export
control violations, and to understand any commercial
impact on customer relationships, including US
government contracts, post-settlement.
Background
Cadence Design Systems is a leading provider of
electronic design automation (EDA) software. In August
2025, the company pled guilty at the parent level to
export control violations relating to EDA software
exports to Entity-List Chinese military-affiliated entities
and is now serving a three-year probation period.
Engagement details and analysis
Cadence is in year one of a three-year probation
period, requiring two BIS audits and annual DOJ
reporting. Management presented an expanded Five
Pillar Global Trade Compliance Program, with trade
compliance headcount roughly doubled over three
to four years and supported by external counsel and
PwC, addressing the historical customer-screening
gap identified as the root cause of the violations.
Full cooperation with the DOJ investigation was
constrained by Chinese rules prohibiting employees
from participating in international investigations.
On commercial impact, management reported minimal
disruption to customer relationships, including US
government contracts; the US Air Force’s Senior
Designated Official confirmed the company’s
remediation is sufficient, and counterparties were
reportedly satisfied following detailed walkthroughs.
We view the expanded compliance program and
doubled headcount as a credible, structural response
to the root-cause screening gap, materially reducing
recurrence risk relative to the pre-2020 control
environment that enabled the violations.
Strong tone-from-the-top and a transparency-
first posture, now mandatory under probation, are
encouraging, and management’s explanation for the
areas where it lost points in the DOJ investigation
alleviates some concerns. Limited commercial
disruption, including retained US government
contracts, supports the investment thesis, though
ongoing probation, two pending BIS audits, and
heightened M&A diligence requirements warrant
continued monitoring over the three-year term.
Outcome and next steps
Cadence’s structural compliance build-out and
retention of customer relationships, including US
government contracts, post-settlement reinforced
our positive view of its strategy and long-term
return sustainability; findings were reflected in
the sustainability scorecard. We will monitor
progress against the two pending BIS audits
and probation milestones, and track compliance
program effectiveness reviews and M&A diligence
enhancements going forward.
Engagement Period: Q2 2026.
All opinions expressed herein are as of the published date. For illustrative
purposes only. The securities mentioned should not be considered a
recommendation or solicitation to purchase or sell these securities.
Source:Lazard.
22
Voting
The Board gives discretion to Lazard to exercise
the Company’s voting rights. Lazard exercises the
Company’s voting rights in respect of investee
companies with the aim of maximising sustainable
shareholder value as a long-term investor and voting
in the best interests of the Company’s shareholders.
Lazard undertakes regular due diligence with investee
company managements on matters such as strategy,
operational performance, capital allocation, and
material sustainability considerations. Lazard is a
signatory to the UK Stewardship Code; further details
are included on page42.
The proxy voting instructions given by Lazard on behalf
of the Company between 1 July 2025 and 30June
2026 are detailed below.
Lazard voting on behalf of Mid Wynd
Instruction Percentage
For 82%
Against /Withhold 11%
Did not vote* 7%
* In certain markets, shareholders who vote their shares are subject to
“share blocking” arrangements, which prevents shares from being
traded for a period before and around the relevant shareholder meeting.
The Investment Manager's policy is to maintain portfolio liquidity.
Accordingly, the Investment Manager will not vote where voting would
result in shares being blocked from trading. All of the shares not voted,
and disclosed above, were not voted for this reason. These votes relate
to Partners Group and Galderma Group, listed in Switzerland.
Detail of votes against/withhold
Percentage Reason
40% Oppose director re-elections and other director
related reasons
40% Environmental and social reasons
13% Compensation
7% Other – including capitalisation, routine business,
audit related and take-over related
Industry and social responsibility
initiatives
Further information on the industry-wide collaborations
Lazard participates in and the social responsibility
initiatives it engages with can be found on the
Sustainable Investment section of the Lazard website
at Sustainable Investing | Lazard Asset Management
1
.
1
https://www.lazardassetmanagement.com/uk/en_gb/investment-stewardship
23
Key Performance Indicators (‘KPIs’)
The performance of the Company is reviewed regularly
by the Board and it uses a number of KPIs to assess
the Company’s success in meeting its objective. The
KPIs which have been established for this purpose are
set out below.
Discrete annual total returns
Year ended
30 June
Net asset
value
Share
price
MSCI
All Country
World Index
(GBP)
2022 (7.5)% (9.5)% (4.2)%
2023 5.6% 1.0% 11.3%
2024 13.9% 17.1% 20.1%
2025 (5.1)% (5.9)% 7.2%
2026 2.0% 1.9% 27.7%
Source: LSEG Datastream.
Further details of the 2026 returns can be found within
the Chairman’s Statement and Investment Manager’s
Review.
■
Net asset value total return performance compared
to the MSCI All Country World Index (GBP)
The Board monitors the performance of the net asset
value per share against that of the MSCI All Country
World Index (GBP).
■
Share price total return performance
The Board monitors the performance of the share
price of the Company to ensure that it reflects the
performance of the net asset value.
■
Share price (discount)/premium to net asset value
The Board recognises that it is in the interests of
shareholders to maintain a share price as close as
possible to the net asset value (‘NAV’) per share.
The policy of the Board is to manage the discount or
premium to a target of 2% of NAV in normal market
conditions. The Company may issue shares at such
times as demand is not being met by liquidity in the
market and buy back shares when there is excess
supply. This policy has proved consistently effective
in generating value within the Company and helping
to manage market liquidity. The Company’s shares
were trading at a discount of 2.5% to NAV at the year
end. Atall times the Company sought to manage the
discount within the target parameters and achieved an
average discount of 2.1% over the year. During the year
the Company did not issue any shares and bought back
13,000,500 shares (representing 32.2% of the issued
share capital (excluding Treasury Shares) at the start
of the year) at a cost of £99 million. The Company has
convened two General Meetings since the 2025 AGM
in order to seek additional buyback authority. Onewas
held on 27 February 2026 and the other was held on
13 August 2026. The resolutions to seek additional
buyback authority were supported by majorities of over
95% of shares voted.
Although the Company incurs modest costs for
operating the policy and when renewing shareholder
authority, issuance at a premium and buying back at a
discount under the policy more than compensates and
is consistently accretive to NAV.
Share price discount
†
to net asset value
(Discount)/premium to net asset value (%)
July 2025
August 2025
September 2025
October 2025
November 2025
December 2025
January 2026
February 2026
March 2026
April 2026
May 2026
June 2026
-8
-6
-4
-2
0
2
-8
-6
-4
-2
0
2
Source: LSEG Datastream.
Discount data shown as a weekly rolling average.
†
Alternative Performance Measure (see page 82).
■
Ongoing charges
The Board is mindful of the ongoing costs to
shareholders of running the Company and monitors
operating expenses on a regular basis. The Chairman’s
Statement refers to measures recently introduced to
reduce expenses. The Company’s ongoing charges
ratio for the year ended 30 June 2026 was 0.62%
(2025:0.54%) after adjusting for reductions in future
investment management and AIFM fees, in line with
AIC guidance. An adjustment has been made to the
2025 ongoing charges ratio in order to provide a fair
comparison. The ongoing charges calculation is shown
on page 82. The increase in the ongoing charges ratio
for the year to 30June 2026 is due to the reduction
of net assets as a result of the effective operation
of our discount control mechanism. Asreported in
the Chairman’s Statement, the Company’s buyback
programme resulted in accretion of approximately
£2.1 million, which is more than the Company’s total
operating expenses for the period.
24
■
Dividend per share
In addition to seeking capital growth, the Board also
continues to pursue its flexible dividend policy. It
monitors the revenue returns generated by the Company
during the year, its distributable reserves and expected
future revenue and then determines the dividends to
be paid. Revenue return per share during the year
increased by 9% compared to the prior financial year. As
explained previously, the appointment of Lazard has led
to a change in investment approach and lower dividend
income from our investee companies. These companies
reinvest a greater proportion of their cashflow back into
their businesses where they expect to generate high
internal rates of return, thereby increasing their capital
value and future profits and dividends. The majority of
Mid Wynd’s revenues are earned in foreign currencies
and changes in exchange rates can impact the Sterling
value of the Company’s earnings. Subject to approval
of the final dividend by shareholders, a total dividend of
8.60 pence per share (2025: 8.35 pence per share) will
be paid in respect of the year ended 30 June 2026. This
represents an increase of 3.0%.
Dividends payable/paid in respect of the years ended
June 2025 and 30 June 2026 have been funded from
current year earnings and the Company’s accumulated
revenue reserve.
Principal Risks and Risk Management
The Board has carried out a robust assessment of
the principal and emerging risks facing the Company.
Following consideration of the principal risks, the
Board has concluded that there are no emerging risks
facing the Company that should be added to the
principal risks set out below.
The Board, has developed a risk map which sets out
the principal risks faced by the Company and the
controls established to mitigate these risks. This is
an ongoing process and the risk map, including any
emerging risks, is formally reviewed at least every six
months. The Board pays particular attention to those
risks that might threaten the long-term performance
or viability of the Company. Further information on the
Company’s risk management process is set out in the
corporate governance section on pages39 and 43.
A summary of the key areas of risk, their movement
during the year and their mitigation is set out below:
Movement during the year:
No change
Increased risk
Decreased risk
Movement Principal risk Mitigation/control
Strategic risks
Investment strategy
The management of the portfolio of the Company
may not achieve its investment objective and
policy. The Board has recognised an increase in
investment strategy risk given the Company’s
underperformance relative to the comparator.
The investment objective and policy of the
Company is set by the Board and is subject to
ongoing review and monitoring in conjunction with
the Investment Manager.
The Company’s investments are selected on
their individual merits and the performance of
the portfolio may not track the wider market
(represented by the MSCI All Country World Index).
The Board believes this approach will continue to
generate good long-term returns for shareholders.
Risk is diversified through a broad range of
investments being held. Although the Investment
Manager has a proven track record of managing
the Global Quality Growth strategy which the
Company’s portfolio is managed in accordance
with, the Board discusses the investment portfolio
and its performance and provides challenge to the
Investment Manager at each Board meeting.
25
Movement Principal risk Mitigation/control
Market risks
Market prices
The Company invests in a portfolio of
international quoted equities. The prices of equity
investments may be volatile and are affected by
a wide variety of factors many of which can be
unforeseen and are outwith the control of the
investee company or the Investment Manager.
These price movements could result in significant
losses for the Company.
The Company’s functional currency and that in
which it reports its results is Sterling. However,
the majority of the Company’s assets and income
are denominated in currencies other than Sterling.
Consequently, movements in exchange rates
will affect the Sterling value of those assets. The
country in which a portfolio company is listed
is furthermore not necessarily where it earns its
profits and movements in exchange rates on
overseas earnings may have a more significant
impact upon a portfolio company’s valuation than
a simple translation of that company’s share price
into Sterling. The Company does not generally
hedge its currency exposures and changes in
exchange rates may lead to a reduction in the
Company’s NAV.
Current events such as the ongoing wars in
Ukraine and the Middle East have negatively
impacted economic growth and may negatively
affect investment values leading to the inability
to buy, sell or value assets at a competitive
price, thus having an adverse effect on the
Company’sresults.
Climate change, and the politics around
climate change, could impair the operations
of individual investee companies, potential
investee companies, their supply chains and
theircustomers.
The risks as well as opportunities arising from
the use of artificial intelligence (“AI”) are having a
pronounced impact on the valuation of portfolio
companies, in many cases, without the market
having a proper understanding of the companies’
business models.
The Board considers that the risk of market
volatility is mitigated by the longer-term
nature of the investment objective and the
Company’s closed-ended structure, and that
such investments should be a source of positive
returns for shareholders over the long-term.
Risks are diversified through having a range of
investments in the portfolio with exposure to
various geographies and sectors.
The Investment Manager has a proven track
record and reports regularly to the Board on
market developments. Ateach Board meeting
the Investment Manager is asked to provide
explanations for the performance of the portfolio
and the rationale for any changes in equity
investments, sectors and geographies. Any use
of derivatives to manage market risks requires
Boardapproval.
The Board and its Investment Manager have
regular discussions to assess the likely impact
of inflation rates on global economies, corporate
profitability and assetprices.
The Board have assessed the Company’s
exposure to currency rates during the year to
30June 2026, and discussed the advantages
and disadvantages of introducing currency
hedging. This is reviewed by the Board on a
periodicbasis.
The Investment Manager takes material ESG
risks into account when making investment
decisions, as such risks can affect the prospects
of a business. The Company invests in a broad
portfolio of businesses with operations spread
geographically, which should limit the impact of
climate change events.
26
Movement Principal risk Mitigation/control
Market risks (continued)
Legal and regulatory risk
Changes to the requirements of the framework of
regulation and legislation (including rules relating
to listed closed-end investment companies),
within which the Company operates, could have
a material adverse effect on the ability of the
Company to carry on its business and maintain
its listing. A change in the tax rules applicable
to investment trusts, such as the introduction
of capital gains tax, could affect the viability of
investment trusts.
The Company relies on the services of the
Company Secretary and Investment Manager
to monitor ongoing compliance with relevant
regulations, accounting standards and legislation.
The Company Secretary and Investment
Manager also appraise the Board of any
prospective changes to the legal and regulatory
framework so that any requisite actions can be
planned.
The Board receives quarterly compliance reports
from the Investment Manager, the Alternative
Investment Fund Manager (‘AIFM’), Company
Secretary and Administrator, and the Depositary
confirming compliance with regulations. These
reports also highlight any matter that the relevant
compliance team feel should be brought to the
Board’s attention.
The Company is a member of the Association
of Investment Companies (the ‘AIC’). The AIC
monitors regulatory change on behalf of its
members and keeps the investment trust sector
informed on this. Furthermore, the AIC promotes
investment trust interests in any consultations on
proposed regulatory change.
Operational risks
Reliance on third-party service providers
The Company has no employees and all of the
Directors have been appointed on a non-executive
basis; all operations are outsourced to third-party
service providers. Failure by any service provider
to carry out its obligations to the Company in
accordance with the terms of its appointment, to
protect against breaches of the Company’s legal
and regulatory obligations such as data protection
or to perform its obligations to the Company at
all as a result of insolvency, fraud, breaches of
cybersecurity, failures in business continuity plans
or other causes, could have a material adverse
effect on the Company’s operations.
Experienced third-party service providers are
employed by the Company under appropriate
terms and conditions and with agreed service
level specifications. The Board receives regular
reports from its service providers and reviews
the performance of its key service providers at
leastannually.
Reliance on key personnel
The Company’s portfolio is managed by the
Investment Manager and in particular the fund
management team which has direct responsibility
for portfolio selection. Any change in relation to
the investment executives may adversely affect
the performance of the Company.
The Lazard investment team is led by two key
individuals, the global equity fund managers,
each of whom has worked for Lazard for many
years and has a successful track record. The
fund managers are supported by a wider
investment team.
Further information on risks and the management of them are set out in note 19 of the notes to the financial statements
on pages69 to73.
27
Viability Statement
In accordance with the Association of Investment
Companies (the ‘AIC’) Corporate Governance Code,
the Board has considered the longer-term prospects
for the Company beyond the twelve months required
by the going concern basis of accounting. The period
of assessment, in line with our Key Information
Document, is five years to 30 June 2031. The Board
has concluded that this period is appropriate, taking
into account the Company’s investment objective and
policy and the long-term investor outlook.
In reviewing the Company’s viability, the Board
considered the Company’s business model, the
principal and emerging risks and uncertainties, including
geopolitical risks, volatility of inflation and interest rates
and the ensuing market volatility as well as risks arising
from climate change or AI. The Company invests in
listed securities and has a liquid portfolio.
In considering the Company’s prospects over the next
five years, the Directors have assumed that Lazard
will, on behalf of the Company, continue to follow the
Company’s investment objective, that the Company’s
performance will be attractive to shareholders, and that
the Company will continue to meet the requirements to
retain its status as an investment trust.
The Board further considered the continued operation
of the Company’s buyback programme, as a discount
control mechanism, in its viability assessment. It is
assumed by the Board that the liquid nature of the
portfolio means that investments can be sold as
necessary to fund share buybacks. The Board notes
that a significant proportion of the Company’s issued
share capital was bought back through the discount
management programme in the year ended 30 June
2026. Should this rate of buyback activity continue, and
not be offset by investment performance, the Company’s
net assets may decline during the review period to a point
where the Board will consult with shareholders regarding
the continuation of the Company.
It should be noted that notwithstanding this risk, the
Board has a reasonable expectation that the Company
will continue to be able to meet its liabilities as they fall
due at all times.
The Company is authorised to trade as an investment
company and has the associated tax benefits.
Any change to the Company’s tax arrangements
could affect the Company’s viability as an effective
investment vehicle.
The Board considered a five-year forecast and a
number of stress test scenarios in connection with a
significant fall in markets. The Board also considered
the Company’s ongoing income and expenses,
the buyback programme and the liquidity of the
Company’s portfolio to ensure that the Company will
be able to meet its liabilities as they falldue.
The conclusion of this review is that the Board has a
reasonable expectation that the Company will be able
to continue in operation and meet its liabilities as they
fall due over the next five years.
Duty to Promote the Success of the Company
How the Directors discharge their duties under s172 ofthe Companies Act
Under section 172 of the Companies Act 2006, the
Directors have a duty to act in good faith and to promote
the success of the Company for the benefit of its
shareholders as a whole, and in doing so have regard to:
a) the likely consequences of any decision in the
long-term;
b) the interests of the company’s employees;
c) the need to foster the company’s business
relationships with suppliers, customers and others;
d) the impact of the company’s operations on the
community and the environment;
e) the desirability of the company maintaining a
reputation for high standards of business conduct; and
f) the need to act fairly as between members of the
company.
As an externally managed investment trust, the Company
has no employees or physical assets. Ourshareholders,
our investee companies, our key external service
provider, the Investment Manager and AIFM, and other
professional service providers such as the Company
Secretary and Administrator, Depositary, Registrar,
Auditor, Corporate Broker, Tax Adviser and any lenders
are all considered to fall within the scope of section 172.
Whilst certain responsibilities are delegated, the Board
retains responsibility for promoting the success of the
Company; the Directors’ responsibilities are set out in
the schedule of matters reserved for the Board and the
terms of reference of its committees, all of which are
reviewed regularly by the Board.
The Company’s culture and values, as described on
pages 18 and 19 of this Annual Financial Report, have
been established by the Board to manage its key
business relationships.
28
Engagement with key stakeholders
Stakeholders Benefits of engagement How the Company engages with Stakeholders
Shareholders and
potential investors
The Board is responsible for
promoting the success of the
Company for the benefit of the
shareholders, taken as a whole,
having regard to the matters listed
above and its stakeholders.
Communicating with shareholders
and potential investors is essential
to ensure the Board is fully aware
of shareholder requirements so
that it can respond to evolving
shareholder needs. It is also
important that the Company
communicates its strategy
and performance regularly and
effectively to shareholders to
ensure there continues to be
demand for the Company’sshares.
To achieve its objective of promoting the
success of the Company, for the benefit of the
shareholders, the Board approaches engagement
from two angles – how the Board communicates
its strategy and performance to shareholders and
potential investors and how it addresses feedback
or communications received from shareholders
and potential investors.
Engagement with shareholders and potential
investors is both by the Board and the Company’s
Investment Manager. Through the publication of
the annual financial reports, the half-yearly reports,
monthly factsheets, RNS announcements and
updates to the Company’s website, shareholders
are kept informed of developments in Company
strategy as well as Company performance and
portfolio activities. The Investment Manager
presents at conferences and webinars throughout
the year. The Annual General Meeting presents a
further opportunity for shareholders to meet the
Board and Investment Manager in person.
The Board encourages all current and prospective
shareholders to sign up for updates on the Trust
via the Company’s website. This allows the
Company to engage directly with shareholders
and potential investors and share updates on the
investment strategy and forthcoming shareholder
events like webinars and podcasts.
The Board receives regular feedback on
shareholder meetings from the Company’s
broker, the Investment Manager and, where
appropriate, the Chairman. Any communications
from shareholders and potential investors are
reviewed and discussed by the Board at Board
meetings to ensure that shareholder views
are taken into consideration as part of any
decisionstaken.
Shareholders and potential investors are
encouraged to raise questions and communicate
with the Chairman and the Investment Manager
either through the Company’s website or by
attending and asking questions at the AGM.
The Board considers communication with
shareholders and potential investors an important
function and Directors are always available to
respond to shareholder queries.
29
Stakeholders Benefits of engagement How the Company engages with Stakeholders
Investment Manager Engagement with the Company’s
Investment Manager is necessary to:
■
evaluate its performance
against the Company’s stated
investment objective and
to understand any risks or
opportunities this may present;
■
ensure the Investment Manager
operates within parameters set
by the Board;
■
ensure the Board understands
key performance issues to
inform strategy and enable
good communication with
shareholders;
■
provide the Board with
assurances that the Investment
Manager’s internal controls are
operating effectively; and
■
ensure the Investment Manager’s
approach to the management
of environmental, social and
governance (‘ESG’) issues
accords with the Board’s values.
The Board, with the support of its Management
Engagement Committee, regularly reviews the
performance of the Investment Manager to
ensure that services provided to the Company
are managed efficiently and effectively for the
benefit of the Company’s shareholders.
The Board meets formally with the Investment
Manager at quarterly Board meetings. The
Investment Manager presents a review of the
quarter and any pertinent information on the
portfolio and its transactions. Informal calls and
ad hoc meetings may also occur throughout
the year, especially at times of heightened
marketvolatility.
The Board reviews and discusses plans for the
future marketing, strategy and development of
the Company with the Investment Manager.
Reports on the internal controls operated by the
Investment Manager to safeguard the Company’s
assets and to ensure transactions are materially
correct are received from the Investment
Manager and reviewed by the Board and Audit
Committee as appropriate.
Other third-party
serviceproviders
As an investment company, all
services are outsourced to third-
party service providers.
In addition to investment
management, other outsourced
services include the AIFM, Company
Secretary and Administrator,
Depositary, Broker, Registrar, Tax
Adviser, Auditor and any lender
when applicable.
The Company has detailed the
parameters within which authority
has been delegated and set service
levels to monitor service provider
performance.
Engagement is important to ensure
that:
■
all service providers are
delivering services in
accordance with their service
level agreements;
■
any operational issues are
discussed with the Board; and
■
the Board receives appropriate
assurances that the providers’
internal controls are operating
effectively.
The Company Secretary and Administrator have
frequent interaction with the key service providers
and their performance is continually monitored
throughout the year.
The Management Engagement Committee
annually reviews the performance of key service
providers, along with their fee levels, and provides
recommendations to the Board as required.
As and when appropriate, third party providers
present to the Board.
Annual assurance reports are received to assist
the review of the internal control environments of
the Company Secretary and Administrator, the
Depositary and the Registrar.
30
Stakeholders Benefits of engagement How the Company engages with Stakeholders
Investee companies The Company’s success relies on
its choice of investments and the
performance of those investments.
Engagement by the Investment
Manager with the investee
companies has two principal aims:
■
to aid the Investment Manager
to understand investee
companies, the risks and
opportunities associated with
them and the factors which drive
their performance so as to make
better investment decisions; and
■
to drive positive change in
investee companies through
active stewardship. The aim of
such engagement is to improve
performance and hence
shareholder returns.
The Board sets the investment objective and
discusses stock selection and asset allocation
with the Investment Manager at each Board
meeting. The Board also receives reports from
the Investment Manager on engagement with
investee companies.
The Investment Manager engages with the
investee companies on an on-going basis.
The Board discusses with Lazard Asset
Management how ESG factors are taken into
account when selecting and retaining investments
for the Company. The Board recognises the
importance of ESG in the investment process.
Lazard Asset Management endorses the
UKStewardship Code.
Board discussions and decisions
Key discussions and decisions made by the Board since the last Annual Financial Report:
Topic Background & discussion Decision
Investment management
fee
The Board reviewed its operating
costs during the year.
Revised terms were agreed with the
Company's Investment Manager, Lazard Fund
Managers Limited. With effect from 1May
2026, the Company's management fee was
reduced by 20% for a period of 24months.
Appointment of Lazard
Fund Managers Limited
as AIFM
In October 2023, the Board appointed
Juniper Partners Limited as Company
Secretary, Administrator and for the
performance of discount control
services. Juniper Partners were also
appointed as AIFM on an interim basis
whilst Lazard obtained the necessary
regulatory approvals to act as an AIFM.
Following Lazard's receipt of the necessary
regulatory approvals, the Board approved
the appointment of Lazard Fund Managers
Limited as the Company's AIFM with
effect from 1 July 2026. Juniper Partners
continue to provide Company Secretarial,
Administrator and discount control services
to the Company. This change will also give
rise to cost savings.
Share issuance and
buybacks
The Board discussed the on-going
strategy of share issuance and buyback
to assist in controlling the share
premium/discount to NAV for the benefit
of existing shareholders.
It was decided this strategy was working
as required and the Company has been
particularly active, during this period, to
ensure that its shares continue to trade at a
narrow discount to NAV, benefiting existing
and exiting shareholders. To ensure the
Company had sufficient shareholder authority
to continue to operate the discount control
mechanism (which seeks to maintain a share
price within a 2% target of the Company’s
NAV), and reduce discount volatility, the Board
resolved to seek additional authority from
shareholders to continue to buy back the
Company’s shares at two General Meetings.
The resolutions were approved at both
General Meetings by majorities of over 95%.
During the year, the share premium account
was cancelled and reclassified as a
specialreserve.
31
Topic Background & discussion Decision
Shareholder engagement Further to the Annual General Meeting
held on 16 October 2025, the Board
noted that Resolution 13 — the
disapplication of pre-emption rights on
share allotments for cash — received
less than 80% of the votes cast in
favour. As announced at the time, the
Board consulted with shareholders
regarding its proposal to address this
voting outcome.
Following consultation with shareholders, at
the 2026 AGM, the resolution to propose the
disapplication of pre-emption rights on share
allotments for cash will be reduced from 20%
to 10% of issued share capital in line with the
Investment Association’s recommended limit.
Marketing and distribution Establishment of the Marketing
Committee of the Board, chaired by
Anulika Malomo.
The Board established the Marketing
Committee in May 2026 in recognition of the
important role that marketing plays in serving
the needs of shareholders and attracting
new investors. The Marketing Committee will
meet at least two times per year to provide
strategic oversight and guidance in relation
to the Company’s marketing and shareholder
communication activities.
Gearing The Board discussed the current
policy andwhether gearing should be
employed by the Company.
Having considered the option to use
gearing the Board decided that there was
no requirement in the short-term. The future
use of gearing by the Company will be kept
under review by the Board, recognising
that the benefit to shareholders needs to
outweigh the associated costs.
Director succession The Board discussed succession
ofDirectors.
During the year, the Board considered its
composition and succession plan and
concluded that a number of changes to
the Board will take place over the next few
years. Alan Scott will retire at the AGM to
be held on 21 October 2026.
The Chairman will stand for re-election at
the AGM in 2026, but does not intend to
seek re-election as a director at the 2027
AGM. The Board will release more details
about the Chairman’s replacement over the
course of the coming year.
The Board has initiated a recruitment
process and expects to appoint at least one
new director before the 2027 AGM.
Directors & diversity
The Directors of the Company and their biographical
details are set out on pages33 to 35.
No Director has a contract of service with the Company.
All of the Directors are considered to be independent
in character and judgement and, in the opinion of the
Board, there are no relationships or conflicts of interest
which are likely to affect the judgement of any Director.
The Directors consider diversity, including balance
of skills, knowledge, gender, social and ethnic
backgrounds, cognitive and personal strengths and
experience, amongst other factors when reviewing the
composition of the Board.
The current Directors have a range of relevant
business, financial and asset management skills and
experience. The Directors believe that ensuring that the
Board and its Committees are comprised of the best
combination of individuals to promote the success of
the Company for shareholders over the long term is the
priority. Nevertheless, it is conscious of the diversity
targets set out in the FCA Listing Rules and the AIC
Code in appointing appropriately diverse, independent
non-executive directors who set the operational and
moral standards of the Company and aims to have an
appropriate level of diversity on the Board.
32
In accordance with Listing Rule 6.6.6R (9) the Board has provided the following information in relation to its
diversity as at 30 June 2026, being the financial year-end of the Company. The information included in the tables
below has been obtained following confirmation from the individual Directors. There have been no changes inthe
below data since 30 June 2026.
Number of
Board members
Percentage of
the Board
Number of
senior positions
on the Board
Number in
executive
management
3
Percentage
of executive
management
3
Men 3 60% 2
1
0 0
Women 2 40% 1
2
0 0
Not specified/prefer not to say 0 0% 0 0 0
1
David Kidd is the Chairman of the Board and Hamish Baillie is the Senior Independent Director, both of which are senior positions as defined by the
Listing Rules.
2
Diana Dyer Bartlett is the Chairman of the Audit Committee. Although this is not a senior position as defined by the Listing Rules, in the absence of
executive roles, the Company considers this role to be a senior position.
3
Not applicable as the Company does not have an executive management team.
Number of
Board members
Percentage of
the Board
Number of
senior positions
on the Board
Number in
executive
management
2
Percentage
of executive
management
2
White British or other White 4 80% 3
1
0 0
Mixed/Multiple ethnic groups 0 0% 0 0 0
Asian/Asian British 0 0% 0 0 0
Black/African/Caribbean/Black British 1 20% 0 0 0
Other ethnic group, including Arab 0 0% 0 0 0
Not specified/prefer not to say 0 0% 0 0 0
1
The Chairman of the Board and Senior Independent Director are senior positions as defined by the Listing Rules. Although the Chairman of the Audit
Committee is not a senior position as defined by the Listing Rules, in the absence of executive roles, the Company considers this role to be a senior
position.
2
Not applicable as the Company does not have an executive management team.
Modern Slavery Act 2015
The Company does not fall within the scope of the
Modern Slavery Act 2015 as its turnover is less than
£36m. Therefore, no slavery and human trafficking
statement is included in the Annual Financial Report.
Financial statements
The financial statements of the Company are included on
pages57 to 73 of this report.
For and on behalf of the Board,
David Kidd
Chairman
16 September 2026
33
Directors and Corporate
Governance
Board of Directors
David P Kidd
(Chairman, Nomination Committee Chairman
and Management Engagement Committee
Chairman)
David Kidd became a Director of the Company in
2016, and Chairman in 2024. He has over 40years’
investment management experience, having been
Chief Investment Officer of the Royal Bank of
Scotland’s investment management arm, the charity
specialists Chiswell Associates and the private bank
Arbuthnot Latham. He was previously Chairman of
the Baillie Gifford Japan Trust plc, a non-executive
Director of Martin Currie Global Portfolio Trust plc,
Shires Income plc, The Salvation Army International
Trustee Company, The Law Debenture Pension
Trust Corporation, The Golden Charter Trust and the
Associated Board of The Royal Schools of Music
Pension Scheme. David is the Chairman of the
Board having assumed the role on the retirement of
MrRussell Napier at the 2024 Annual General Meeting.
David intends to retire at the AGM in 2027.
Recommendation for re-election
David is an experienced non-executive director and
brings a wealth of investment industry experience
to the Board. Due to David’s length of tenure, he will
stand for re-election at the AGM in 2026, but does not
intend to seek re-election as a director at the 2027
AGM. David’s re-election by shareholders at the AGM
is recommended.
Hamish M Baillie
(Senior Independent Director)
Hamish Baillie was appointed as a Director of the
Company in November 2022. Hamish joined Ruffer LLP
in 2002, becoming a partner in 2006. Between 2011 and
2022 he was the Lead Manager of Ruffer Investment
Company Ltd. Hamish also founded and managed
the Edinburgh office of Ruffer and held firm-wide
responsibilities in relation to portfolio management and
investor communications. He was a member of the
firm’s UK Wealth Leadership Team and a Director of
Ruffer (Channel Islands) Limited. Hamish retired from
Ruffer in October 2022. Hamish assumed the role of
Senior Independent Director at Mid Wynd at the 2024
Annual General Meeting. He is the Senior Independent
Director at Biotech Growth Trust plc and a non-
executive Director at Fidelity Special Values plc.
Recommendation for re-election
Hamish brings to the Board extensive equity investment
experience and is an experienced investment trust
non-executive director. Hamish’s background promotes
active debate with the investment manager and is
greatly valued by his fellow directors. Hamish’s re-
election by shareholders at the AGM is recommended.
34
Diana Dyer Bartlett
(Audit Committee Chairman)
Diana Dyer Bartlett became a Director of the Company
and Chairman of the Audit Committee in February
2020. After qualifying as a chartered accountant with
Deloitte Haskins & Sells, Diana spent five years in
investment banking with Hill Samuel Bank. Since then
she has held a number of roles as Finance Director
of various venture capital and private equity backed
businesses and listed companies involved in software,
financial services, renewable energy and coal mining.
She was also Company Secretary of Tullett Prebon plc
and Collins Stewart Tullett plc. Diana is currently the
Senior Independent Director and Chairman of the Audit
Committee of Schroder British Opportunities Trust
plc, a Senior Independent Director and Chairman of
the Audit Committee of Mobius Investment Trust PLC
and was previously Chairman of Smithson Investment
Trustplc.
Recommendation for re-election
Diana is an experienced investment trust non-
executive director and Chartered Accountant. She is
also an experienced Audit and Risk Committee Chair
and has actively worked with the Board and service
providers to create process efficiencies and to refresh
the Company’s Risk Register. Diana’s re-election by
shareholders at the AGM is recommended.
Anulika Malomo
(Marketing Committee Chairman)
Anulika Malomo became a Director of the Company
in October 2024 and Chairman of the Marketing
Committee in May 2026. Anulika advises on a portfolio
of investments across EMEA and is a non-executive
Director of HarbourVest Global Private Equity Limited,
to which she was appointed in May 2022. She has
extensive investment experience, having held private
equity roles at Sagana, Carlyle and Soros Fund, aswell
as investment banking roles at Lehman Brothers
and Goldman Sachs. Anulika founded The Sequoia
Platform, an educational charity focused on social
mobility for young people in the United Kingdom,
andwas formerly Chairman of the Board of Governors
at the University of East London.
Alongside her investment expertise, Anulika brings
significant experience in stakeholder engagement,
communications and outreach through her board
and charitable activities. Her broad perspective and
experience strengthen the Board’s understanding of
investors and other stakeholders, and support the
Company’s ambition to build a distinctive brand and
communicate its investment proposition effectively.
Recommendation for re-election
Anulika brings to the Board a wealth of experience
that is differentiated and complementary to that
of her fellow Directors. Board discussions benefit
from her insights and perspectives, developed
through senior roles in private equity and investment
banking. Herexperience in investor communications,
stakeholder engagement and outreach has been
particularly valuable in her role as Chairman of
the Marketing Committee. She brings a valuable
perspective on how investment companies can
communicate their proposition clearly, strengthen
engagement with shareholders and build a distinctive
and compelling brand. The Board considers that
Anulika’s experience and contribution continue to be
highly valuable to the Company, and recommends her
re-election by shareholders at the AGM.
35
All Directors are members of the Nomination Committee and Management Engagement Committee. In line with the
AIC Corporate Governance Code (the ‘AIC Code’), all Directors, barring the Chairman of the Board, are members of
the Audit Committee. Anulika Malomo, Hamish Baillie and Alan Scott are members of the Marketing Committee.
Alan G Scott
Alan Scott became a Director of the Company in 2012.
With over 37 years’ experience with the NatWest Group,
Alan most recently worked at Coutts & Co. Prior to that
he was Head of Banking Services at Adam & Company.
His career has included working with the Corporate
and Personal banking divisions as well as offshore with
Adam & Company International and Royal Bank of
Scotland International in Guernsey. Alanis a Member
of the Chartered Banker Institute and holds Chartered
Bankerstatus.
Alan is not seeking re-election and will stand down as
a director of the Company following conclusion of the
2026AGM.
36
Directors’ Report
The Directors present their report, together with the
audited financial statements of the Company for the
year ended 30 June 2026.
Results and dividends
The Company’s results for the year are set out in the
Statement of Comprehensive Income on page57.
Further analysis of the results can be found in the
Strategic Report, including the Chairman’s Statement,
Investment Manager’s Review and the Strategy and
Business Review.
The Directors are recommending a final dividend, if
approved by shareholders, for the year to 30 June
2026 of 4.75 pence, tobe paid on 6 November 2026
to shareholders on the register at the close of business
on 9 October 2026.
This, together with the interim dividend, will result in total
dividends for the year of 8.60pence (2025: 8.35pence).
Key service providers
There was a change to the Company’s key service
providers after the Company’s year end. With effect
from 1 July 2026, the Company changed its Alternative
Investment Fund Manager (“AIFM”), through a deed of
novation, from Juniper Partners Limited to Lazard Fund
Managers Limited. Lazard Asset Management Limited,
the parent company of Lazard Fund Managers Limited,
will continue to operate as the Company’s Investment
Manager. Juniper Partners Limited will continue to
provide company secretarial, administration and
discount control services to the Company. Lazard Fund
Managers Limited will not charge an additional AIFM
fee so there will therefore be a small cost benefit to the
Company in the next financial year.
The Investment Manager is entitled to a fee which is
based on the Company’s market capitalisation and
does not receive a performance fee. With effect from
1May 2026 and until 30 April 2028, the fee payable to
the Investment Manager has been reduced by 20% as
follows:
■
0.32% per annum on the Company’s market
capitalisation up to £250 million;
■
0.304% per annum on the Company’s market
capitalisation between £250 million and
£500million; and
■
0.256% per annum on the Company’s market
capitalisation above £500 million.
The fee is calculated monthly and paid quarterly in
arrears. The Company’s investment management
arrangements are governed by an agreement with the
Investment Manager which may be terminated by either
party on six months’ written notice.
Juniper Partners Limited provides company secretarial,
and administration services to the Company. The fee
charged by Juniper is £157,000 per annum linked to
movements in the Consumer Prices Index plus an
amount equal to 0.02% of the value of Shareholders’
Funds up to and including £1 billion, and 0.01% of
the value of Shareholders’ Funds above £1 billion. The
agreement with Juniper Partners may be terminated by
either party with six months written notice.
JP Morgan Europe Limited (“JPMEL” or the
“Depositary”) has been appointed as the Company’s
depositary, as required by AIFMD. The annual fee
payable to the Depositary is calculated as the greater of:
a minimum fee of £25,000 per annum, or 0.01% of NAV
up to £750 million and 0.008% above £750 million.
Election and re-election of Directors
In accordance with the AIC Code, the Board has
agreed that Directors will offer themselves for
re-election on an annual basis. The Board, on
recommendation from the Nomination Committee
recommends the re-election of David Kidd, Hamish
Baillie, Diana Dyer Bartlett and Anulika Malomo
at this year’s AGM. The reasons supporting the
recommendation to re-elect directors are provided in
their biographies on pages 33 to 35. Alan Scott will not
offer himself for re-election and will retire as a Director
of the Company from the conclusion of the 2026 AGM.
Directors’ insurance and indemnification
Directors’ and Officers’ liability insurance cover is
maintained by the Company to cover Directors against
certain liabilities that may arise in conducting their duties.
The Company has entered into deeds of indemnity in
favour of each of its Directors. The deeds cover any
liabilities that may arise to a third party, other than the
Company, for negligence, default or breach of trust or
duty. The Directors are not indemnified in respect of
liabilities to the Company, any regulatory or criminal
fines, any costs incurred in connection with criminal
proceedings in which the Director is convicted or
civil proceedings brought by the Company in which
judgement is given against him/her. In addition, the
indemnity does not apply to any liability to the extent
that it is recovered from another person.
Capital structure and voting rights
As at 30 June 2026, the capital structure of the
Company was 66,381,114 (2025: 66,381,114) Ordinary
shares of 5 pence each.
Details of changes to the shares in issue can be found
in the Strategic Report on page4.
37
As at 14 September 2026 (being the latest practicable
date prior to the publication of this Annual Financial
Report) the Company’s issued share capital consisted
of 66,381,114 ordinary shares, carrying one vote each.
40,031,258 ordinary shares were held in Treasury.
Therefore, the total voting rights in the Company as at
14September 2026 were 26,349,856.
Rights attaching to ordinary shares
At any General Meeting of the Company, every ordinary
shareholder attending in person or by proxy (or by
corporate representative) is entitled to one vote on a
show of hands and, where a poll is called, every ordinary
shareholder attending in person or by proxy is entitled
to have one vote for every ordinary share of which they
are the holder. There are no restrictions concerning the
voting rights of the Company’s ordinary shares or the
holding or transfer of the Company’s shares and there are
no special rights attached to any of the ordinary shares.
The Company is not aware of any agreements between
shareholders which may result in any restriction on the
transfer of shares or on the voting rights. The Company’s
ordinary shareholders may, by ordinary resolution, declare
dividends provided such dividends are not in excess
of any dividends recommended by the Directors. The
Directors may also declare interim dividends.
Significant interests
The table below sets out those shareholders who notified the Company that they hold more than 3% of the voting
rights attaching to the ordinary shares in issue as at 30 June 2026 and 14September 2026, being the latest
practicable date before the printing of this document.
Name
Ordinary
shares
held at
30 June
2026
% of total
voting rights
at 30 June
2026
Ordinary
shares
held at
14 September
2026
% of total
voting rights at
14 September
2026
Rathbone Investment Management Limited 2,219,557 8.10 2,135,469 8.07
Further information on the share capital of the Company is detailed in note 12 of the notes to the financial statements.
Additional shareholder information
The provisions relating to the appointment and
replacement of Directors are contained in the Articles
of the Company, a copy of which can be found on the
Company’s website at midwynd.com. The granting of
powers to issue or buy back the Company’s shares
requires appropriate resolutions to be passed by
shareholders. The current authorities to buy back and
issue shares will expire at the AGM and proposals
for their renewal are set out in the Notice of AGM on
pages74 to75.
As far as the Directors are aware there are no agreements
to which the Company is party where that agreement
would terminate, or otherwise contain provisions that
would come into force, on a change of control. There are
no agreements between the Company and its Directors
concerning compensation for loss of office.
Going concern
The Directors have considered the likely cash
flows and operational costs of the Company for
the eighteen months following the year end of this
Annual Financial Report. As part of the assessment
of going concern the Directors have reviewed the
stress testing performed by the Company Secretary
and Administrator who model the impact of adverse
economic and market conditions on the Company’s
portfolio as well as the impact of the Company’s
buyback policy. The Company has a diversified and
liquid portfolio to fund any short term operational
requirements or support the buyback programme.
The Directors, having taken into account the
aforementioned stress testing and the principal and
emerging risks as disclosed in the Strategic Report on
pages24 to 26, believe the Company has adequate
financial resources to continue in operational existence
for a period of not less than 12months from the
date of approval of this Annual Financial Report.
TheDirectors have therefore concluded the Company
should continue to adopt the going concern basis in
the preparation of the financialstatements.
Financial risk management
Financial risk management objectives and information on
exposure to price risk, credit risk, liquidity risk and cash
flow risk can be found in Note 19 on pages 69 to73.
Annual General Meeting
Details of the 2026 Annual General Meeting (‘AGM’) are
set out in the Chairman’s Statement on page6 and the
Notice of Meeting on pages74 to 75. An explanation of
the resolutions to be put to the AGM is set out on page79.
The Board and representatives of the Investment Manager
will be present at the AGM and are keen to meet with
shareholders. I would like to remind shareholders, whether
or not you are able to attend the AGM in person, that
you are welcome, at any time, to submit any questions
you may have for the Board or the Investment Manager
at cosec@junipartners.com. Please submit proxy votes
in respect of the resolutions to be proposed at the AGM,
irrespective of whether you intend to attend the AGM.
38
Voting recommendation
The Directors consider that passing the resolutions to
be proposed at the AGM will be in the best interests
of the Company and shareholders as a whole and
unanimously recommend that shareholders vote in
favour of each of these resolutions as they intend to do
in respect of their ownholdings.
Greenhouse gas emissions
As the Company has delegated the investment
management and administration of the Company
to third party service providers, and has no fixed
premises, there are no greenhouse gas emissions
to report from its operations. The Company has no
employees and all of its Directors are non-executive,
with all day-to-day activities being carried out by third
parties. The Company considers itself to be a low
energy user as defined in the Streamlined Energy and
Carbon Reporting Regulations and therefore is not
required to disclose energy and carboninformation.
Information to be disclosed in accordance
with the Disclosure Guidance and
Transparency Rules (‘DTR’)
The Directors confirm that the disclosures required in
accordance with DTR 7.2.5 to 7.2.7 are detailed on
pages36 to 38 of this Directors’ Report and pages39
to 46 of the Corporate Governance Report.
Audited information
The Directors who held office at the date of approval
of this Directors’ Report confirm that, so far as they
are each aware, there is no relevant audit information
of which the Company’s auditor is unaware and each
Director has taken all steps that they ought to have
taken as a Director to make themselves aware of any
relevant audit information and to establish that the
Company’s auditor is aware of that information.
Post balance sheet events
The Directors confirm that all post balance sheet
events up to 14 September 2026 have been included
in note 20 on page 73.
On behalf of the Board,
David Kidd
16 September 2026
39
Corporate Governance Report
The Board is committed to high standards of corporate
governance and is pleased to report to shareholders
on the Company’s governance arrangements and the
application of theprinciples of the relevant governance
code during the year.
Statement of compliance
Compliance with the AIC Corporate Governance
Code2024 (the‘AIC Code’):
The Company is committed to high standards of
corporate governance and has established procedures
to monitor its continuing compliance with the AIC
Code. This statement outlines how the principles of
the AIC Code issued in August 2024 were applied
throughout the financial year.
The AIC Code addresses the Principles and Provisions
set out in the UK Corporate Governance Code (the ‘UK
Code’) that are applicable to investment trusts, as well
as setting out additional Provisions on issues that are
of specific relevance to the Company.
The Board considers that reporting against the
Principles and Provisions of the AIC Code, which
has been endorsed by the Financial Reporting
Council (‘FRC’) provides more relevant information
to shareholders. The AIC Code is available on the
AIC website (theaic.co.uk). It includes an explanation
of how the AIC Code adapts the Principles and
Provisions set out in the UK Code to make them
relevant for investmentcompanies.
The Board considers that in the course of the year,
and up to the date of this report, the Company has
complied with the Principles and Provisions of the AIC
Code. The Board notes the recommendations of the
AIC Code and, where possible, hassought to include
further detail in the Annual Financial Report to outline
how the Principles and Provisions of the AICCode are
being applied.
Board leadership and purpose
The Board is responsible for promoting the long-term
sustainable success and strategic direction of the
Company and for providing leadership in terms of the
Company’s culture, purpose and values. The Board
appoints all third-party service providers and monitors
their performance throughout the year; formally
evaluating the quality of the service provided by third
parties and considering their terms of engagement.
The Board, assisted by the Audit Committee, reviews
the risks faced by the Company and assesses the
effectiveness of internal controls in place to mitigate
these risks.
The Board also provides independent oversight of
the operations, particularly those of the Investment
Manager, and challenges investment and operational
decisions taken.
The Board meets formally four times a year to review
the performance of the Company’s investments, the
financial position of the Company, its performance
in relation to the investment objective and all other
important issues to ensure that the Company’s affairs
are managed within a framework of prudent and
effective controls.
Division of responsibilities
Responsibilities are clearly defined and allocated
between the Chairman, the Board, the Investment
Manager and a number of third-party service providers.
The performance of the Investment Manager and third-
party service providers is reviewed by the Board on a
regular basis.
No one individual has unfettered powers of decision.
TheChairman, David Kidd, was at the time of his
appointment, and remains, independent of the
Investment Manager. TheChairman leads the Board
and ensures its effectiveness on all aspects of its
operation ensuring that each Director receives
accurate, timely and clear information enabling them to
perform effectively as a Board.
The Company Secretary liaises with the Chairman prior
to each meeting to agree agenda content and papers
to be submitted to Board and Committee meetings.
In addition, the Chairman is responsible for ensuring
there is effective communication withshareholders.
The Board has set the parameters within which the
Investment Manager operates and these are set out in
an investment management agreement and in Board
minutes. The Board sets the scope of the Investment
Manager’s responsibilities, including principal
operating issues such as investment selection. The
Board regularly reviews the investment restrictions set
out in the investment management agreement and any
other restrictions set by the Board from time to time to
confirm their continuing appropriateness. The Board
retains authority to approve any changes to investment
policy, including such material changes as may require
approval of the shareholders and may review and
amend the investment policy guidelines laid down for
the Investment Manager as itdeemsappropriate.
Representatives of the Investment Manager attend
each Board meeting enabling the Directors to seek
clarification on its activities in managing the Company.
40
The Board has formalised arrangements under which
Directors, in furtherance of their duties, may take
independent professional advice at the Company’s
expense. The Directors have access to the advice and
services of the Company Secretary, who is responsible
to the Board for ensuring that proper procedures are
followed, and that applicable rules and regulations are
compliedwith.
The appointment and removal of the Company
Secretary is amatter for the Board as a whole.
Board composition
The Board currently comprises five Directors,
comprising three male and two female members, all of
whom are non-executive. Thenames of the Directors,
together with their biographical details, are set out on
pages33 to 35 of this Report.
The Board considers that all the Directors are
independent of the Investment Manager and comply
with the criteria for independence as set out in the AIC
Code. The Nomination Committee meets annually to
consider the performance of the Board and consider
matters of independence.
Hamish Baillie is the Company’s Senior Independent
Director. The Senior Independent Director provides
a sounding board for the Chairman and serves as an
intermediary for other Directors and shareholders. Led
by the Senior Independent Director, the Directors meet
without the Chairman present on an annual basis to
discuss the Chairman’s performance.
Diversity policy
The Board recognises the importance of having skilled
and experienced Directors represented on the Board
to allow it to fulfil its obligations. The Board also
recognises the benefits of diversity and gives regard to
this during its recruitment of new Board members. The
Board seeks to meet the targets of the FCA’s Listing
Rule 16.3.29(R) and will continue to do so during its
succession discussions. Further details on Board
diversity are disclosed on pages31 and 32.
Appointments to the Board
Directors are appointed subject to the provisions of
the Act and the Company’s Articles. Any Directors
appointed by the Board are subject to election
by shareholders at the first AGM following their
appointment and to annual re-election thereafter.
The contribution of each individual Director has been
reviewed and considered by the Board, with the support
of the Nomination Committee, and the re-election of
each of the Directors is recommended on the basis of
their industry knowledge, experience and their individual
contributions to the operation of the Company.
The Directors of the Company have not been
appointed subject to a service contract. The terms and
conditions of their appointments are set out in letters
of appointment, which are available for inspection at
the registered office of the Company and at the AGM.
Board committees
In order to enable the Directors to discharge their
duties, a Nomination Committee, an Audit Committee,
a Marketing Committee and a Management
Engagement Committee, each with written terms
of reference, have been established. Committee
membership is set out on page35 of this Report.
Attendance at meetings of the Committees is
restricted to members and persons expressly invited
to attend. Copies of the terms of reference for the
Board Committees are available from the Company
Secretary or on the Company’s website midwynd.com.
The Chairman of the Board acts as Chairman for
the Nomination Committee and the Management
Engagement Committee, the Audit Committee is
chaired by Diana DyerBartlett and the Marketing
Committee by Anulika Malomo.
The Company Secretary acts as the Secretary to each
Committee.
The Board, being small in size and composed entirely
of independent non-executive Directors, has not
appointed a Remuneration Committee. Directors’ fees
and the appointment of new Directors are considered
by the Board as a whole.
Audit Committee
The responsibilities of the Audit Committee are
disclosed in the Report of the Audit Committee on
pages47 to 49 of thisReport.
Management Engagement Committee
The Management Engagement Committee meets at
least annually. It is responsible for reviewing the terms
of appointment and the performance of each of the
Company’s third-party service providers, including
the Investment Manager but excluding the Auditor,
which is reviewed by the Audit Committee. The
Committee makes recommendations to the Board for
improvement or change as appropriate.
Marketing Committee
The Marketing Committee meets at least two times a
year. It provides strategic oversight and guidance in
relation to the Company’s marketing and shareholder
communication activities. In partnership with the
Investment Manager, it develops a marketing and
promotional strategy for the Company including long-
term aims, measures of success and the mechanisms
to be used by the Company.
41
Nomination Committee
The Nomination Committee meets at least annually.
It is responsible for ensuring that the Board has
an appropriate balance of skills and experience to
carry out its duties, for identifying and nominating
to the Board new Directors and for proposing that
existing Directors be re-elected. The Committee
is also responsible for reviewing and making
recommendations to the Board with respect to
succession planning and governance policies,
including those policies relevant to the tenure of
Directors and diversity and inclusion.
The Board supports the principles of diversity in the
boardroom and considers this when seeking to ensure
that the overall balance of skills and knowledge of the
Directors remains appropriate to enable the Board to
operate effectively.
The Committee undertakes an annual performance
evaluation of the Board and individual Directors,
led by the Chairman. On those occasions when the
Committee is reviewing the Chairman, or considering
his successor, the Nomination Committee will normally
be chaired by the Senior Independent Director.
TheCommittee annually considers the appointment of
an externalevaluator.
Board evaluation and effectiveness review
During the year, the Board appointed Lintstock as an
external evaluator to facilitate the annual review of
the Board’s performance and that of its Committees,
the Chairman and individual Directors. The review
addressed Board and Committee composition
including knowledge, skills, experience, diversity,
independence as well as the time commitment
of the Directors to allow them to discharge their
responsibilities effectively. This review was based on a
process of appraisal by questionnaire and interview.
The process concluded that the Board has effective
oversight of the management of the Company and
has the requisite skills and expertise to operate the
Company effectively. The review did not identify any
areas of concern.
Board succession
Board appointments are subject to a formal and
transparent procedure. The Nomination Committee
considers the skill set needs of the Company
and seeks to ensure that any vacancies are filled
with highly qualified individuals that will bring the
required knowledge and experience to the Board.
TheNomination Committee considers diversity of
gender, social and ethnic backgrounds alongside the
individual experience and knowledge.
A plan for the orderly succession over time is
regularlydiscussed.
Directors’ and Chairman’s tenure
Directors do not serve on the Board for a specified period
of time. Each Director will be subject to the election/
re-election provisions as set out in the Company’s
Articles, which provide that a Director appointed
during the year is required to retire and seek election
by shareholders at the first Annual General Meeting
following their appointment. Thereafter, Directors are
required to submit themselves for re-election annually.
Providing that the Nomination Committee and the Board
remain satisfied that the relevant Director’s continuing
appointment and independence is not impaired by length
of service, the Board does not consider that there should
be a set limit on their length of service. The Board does
not consider that the length of time served by a Director
is as important as their contribution to the running
of the Company, or that it necessarily impairs their
independence. Each situation will be rigorously reviewed
on a case-by-case basis to ensure that a Director’s
independence is maintained and that their continuing
appointment is in the best interests of the Company.
David Kidd was appointed a director in November 2016
and Chairman with effect from 23 October 2024. As
previously noted, he has stated that he intends to retire at
the AGM in 2027.
Induction and training
New Directors appointed to the Board are provided
with an induction which is tailored to the particular
circumstances of the appointee. Regular updates
are provided on changes in regulatory requirements
that could affect the Company. TheDirectors are
encouraged to attend industry and other seminars
covering issues and developments relevant to
investment trusts and receive other training
asnecessary.
Board and Committee meetings
The following table sets out the Directors’ attendance at
the Board and Committee meetings held during the year.
Board
Audit
Committee
Nomination
Committee
Management
Engagement
Committee
Number of
meetings
4 3 1 1
David Kidd 4 3* 1 1
Hamish
Baillie
4 3 1 1
Diana Dyer
Bartlett
4 3 1 1
Anulika
Malomo
4 3 1 1
Alan Scott 4 3 1 1
* In line with best practice, David Kidd stood down as a member of the
Audit Committee on becoming Chairman. However, he continues to
attend the Audit Committee’s meetings.
42
In addition to the above meetings, there were two
instances on which sub-committees of the Board met to
approve Company announcements, the attendance at
which was delegated to certainDirectors. The Marketing
Committee was established near the year end and so
meeting attendance information will be included in next
year’s Annual Financial Report.
Relations with shareholders
The Board considers communication with shareholders an
important function and Directors are always available to
respond to shareholder queries. The Board aims to ensure
that shareholders are kept fully informed of developments
in the Company’s business through the annual and half-
yearly financial reports, as well as the daily announcement
of the net asset values of the Company’s ordinary
shares to the London Stock Exchange. The Investment
Manager produces a monthly factsheet and a detailed
quarterly commentary on the portfolio and Company
performance which can be found on the Company’s
website at midwynd.com, along with other information on
the Company. The Investment Manager meets with the
Company’s major shareholders on a periodic basis.
Shareholders are encouraged to attend and vote at the
AGM, during which the Board and Investment Manager
are available to discuss issues affecting the Company.
Details of shareholder voting are declared at every AGM
and are available on the website as soon as practicable
following the close of the meeting. Should 20 per cent or
more of votes be cast against a Board recommendation
for a resolution, an explanation of what actions the
Company intends to take in order to consult shareholders
will be provided when announcing voting results.
All Directors intend to attend this year’s AGM, details of
which are set out in the Notice of Meeting on pages74
to 75 of thisReport.
UK Stewardship Code
Lazard has been a signatory to the UK Stewardship
Code since 2021 and its UK Stewardship Code
submission can be viewed on the Sustainable
Investment section of the Lazard website at
Sustainable Investing | Lazard Asset Management
1
.
The Board has given Lazard, as the Investment
Manager discretion to exercise the Company’s voting
rights and therefore does not intend to apply to
become a signatory to the UK Stewardship Codeitself.
Voting policy
The Board has given the Investment Manager discretion
to exercise the Company’s voting rights and the
Investment Manager, so far as is practicable, will
exercise them in respect of resolutions proposed by
investee companies.
Taskforce for Climate Related Financial
Disclosures (‘TCFD’)
As an investment company, the Company is exempt
from the Listing Rules requirement to report against the
TCFD framework.
In accordance with the recommendations of the TCFD
and the FCA’s ESG Sourcebook, the Company’s
Investment Manager, Lazard has published its TCFD –
UK Entity Report 2025
2
as of 31 December 2025.
Bribery Act 2010
The Company is committed to carrying out business
fairly, honestly and openly and policies and procedures
have been established to prevent bribery.
Criminal Finances Act 2017
The Company has a commitment to zero tolerance
towards the criminal facilitation of tax evasion.
Conflicts of interest
The Board has put in place procedures to deal with
conflicts and potential conflicts of interest and considers
that these have operated effectively throughout the
year. The Board also confirms that its procedures for the
approval of conflicts and potential conflicts of interest
have been followed by the Directors during the year
under review.
Internal controls and management of risk
The Board recognises its responsibility for the
implementation, review and maintenance of effective
systems of internal control to manage the risks to
which the Company is exposed as well as ensuring
that a sound system of internal control is maintained
to safeguard the Company’s assets and shareholders’
interests. As the majority of the Company’s systems
are maintained on behalf of the Company by third
party service providers under contract, the Board fulfils
its obligations by requiring these service providers to
report and provide assurances on their systems of
internal control, which are designed to manage, rather
than eliminate, risks. In light of the Board’s reliance
on these systems and the reports thereon, theBoard
can only provide reasonable and not absolute
assurance against material misstatement or loss.
TheBoarddoes,however, ensure that these service
providers are employed subject to clearly defined
contracts and only appoints reputable companies with
extensive expertise in their respective fields.
1
https://www.lazardassetmanagement.com/uk/en_gb/investment-stewardship
2
https://www.lazardassetmanagement.com/docs/118602/TaskForceOnClimate-RelatedFinancialDisclosures.pdf
43
With effect from 1 July 2026, Lazard was appointed
as the Company’s AIFM, however, during the year
under review, the Investment Manager, Depositary,
AIFM, Company Secretary and Administrator had
established internal control frameworks and annual
external audits which provided reasonable assurances
as to the effectiveness of the internal control systems
operated on behalf of their clients. The Investment
Manager, Depositary, AIFM, Company Secretary and
Administrator reported to the Board on a regular basis
with regard to the operation of their internal controls
and risk management within their operations in so
far as this impacted the Company. Inaddition, the
Investment Manager reported quarterly to the Board on
compliance with the terms of its delegated authorities
under its investment management agreement and other
restrictions determined by the Board.
The AIFM, Company Secretary and Administrator
and Depositary also reported on a quarterly basis any
breaches of law and regulation and any operational
errors. This enabled the Board to address any issues
with regard to the management of the Company as
and when they arose and to identify any known internal
control failures.
The key procedures which have been established to
provide effective internal controls are as follows:
■
The Board through the Audit Committee has
carried out and documented a risk and control
assessment, which is kept under ongoing, and at
least a six monthly, review.
■
The Audit Committee receives updates of any
internal audit reviews conducted on behalf of the
Investment Manager which may be considered of
relevance to theCompany.
■
Investment management, accounting and custody
of assets are segregated.
■
The Board is responsible for setting the overall
investment policy and monitoring the actions
of the Investment Manager. The Board reviews
information produced by theInvestment Manager
in detail on a regular basis.
■
The key service providers report to the Board
onaquarterly basis and ad hoc as appropriate.
During the year the Board received an Independent
Service Auditor’s report (for the year to
31December2025) from Lazard Asset Management;
a System and Organisation Controls reports (forthe
year to 31March 2026) from J.P.Morgan Chase
Bank; a System and Organisation Controls report
to 30 September 2025 for Computershare and an
International Standard on Assurance Engagements
3402 Type II report (year ended 31December 2025)
from Juniper Partners. Noexceptions impacting the
Company were broughtto the attention ofthe Board.
■
The Board asks its key service providers to confirm
that they have adequate whistleblowing procedures
and the Audit Committee reviews the whistleblowing
procedures of the Investment Manager.
■
The Board clearly defines the duties and
responsibilities of the Company’s agents and
advisers in the terms of their contracts. The
appointment of agents and advisers is conducted
by the Board after consideration of the quality of
parties involved; their ongoing performance and
contractual arrangements are monitored to ensure
that they remain effective.
■
Mandates for authorisation of investment
transactions and expense payments are approved
by the Board.
The Directors have monitored the effectiveness of the
Company’s internal controls throughout the year under
review and up to the date of this report.
Further information on the risks and the management of
them is set out in the Strategic Report on pages24 to
26 and note 19 of the notes to the financial statements.
The Directors consider that the Annual Financial Report,
taken as a whole, is fair, balanced and understandable
and the information provided to shareholders is sufficient
to allow them to assess the Company’s performance,
business model and strategy.
By order of the Board.
Juniper Partners Limited
Company Secretary
16 September 2026
44
Directors’ Remuneration Report
Directors’ Remuneration Policy
The Directors are pleased to present their
Remuneration Policy.
The Remuneration Policy of the Company was last
approved by shareholders at the 2023 Annual General
Meeting (‘AGM’). Shareholder approval will be sought for
the policy at the 2026 AGM.
Directors’ fees are commensurate with the amount of time
Directors are expected to spend on the Company’s affairs,
whilst seeking to ensure that fees are set at an appropriate
level so as to enable candidates of a sufficient calibre to
be recruited. The Company’s Articles state the maximum
aggregate amount of fees that can be paid to Directors in
any year. This is currently set at £200,000 per annum and
shareholder approval is required for any changes to this.
The Board reviews and sets the level of Directors’ fees
annually, or at the time of the appointment of a new
Director, as provided for in the Directors’ letters of
appointment. The review considers a range of external
information, including peer group comparisons,
industry surveys, relevant independent research and
any comments received from shareholders. Each
Director is entitled to a base fee. The Chairman of the
Board, the Chairman of the Audit Committee and the
Chairman of the Marketing Committee are paid a higher
fee than the other Directors, to reflect the additional
work required to carry out their roles.
No Director is entitled to any benefits in kind, share
options, annual bonuses, long-term incentives,
pensions or other retirement benefits or compensation
for loss of office.
Directors are appointed with no fixed notice periods and
are not entitled to any extra payments on resignation. It is
also considered appropriate that no aspect of Directors’
remuneration is performance-related in light of the
Directors’ non-executive status.
Directors are able to claim expenses that are incurred
in respect of duties undertaken in connection with the
management of theCompany.
New Directors will be remunerated in accordance with
this policy and will not be entitled to any payments from
the Company in respect of remuneration arrangements
in place withany other employers which are terminated
upon appointment asa Director of the Company.
Directors’ Remuneration Policy
Implementation Report
The Directors are pleased to present the Company’s
Remuneration Policy Implementation Report for the
year ended 30 June 2026 which sets out how the
Board has implemented the Remuneration Policy.
The Implementation Report was last approved by
shareholders at the 2025 AGM. The Company’s Auditor
is required to audit certain information contained within
this report and, where information set out below has
been audited, it is clearly indicated. The Auditor’s
opinion is included in the Independent Auditor’s Report
which can be found on pages51 to56.
The Directors' Remuneration Policy Implementation
Report will be submitted to shareholders for approval
at the AGM to be held on 21 October 2026. ANotice
of the AGM accompanies this Annual Financial Report.
Inaccordance with the matters reserved for the Board’s
decision, the Board is responsible for:
(i) Determining the remuneration of the Directors,
subject to compliance with the Articles and the
Remuneration Policy, as approved by shareholders.
(ii) Annually submitting the Directors’ Remuneration
Policy Implementation Report to a vote by
shareholders.
(iii) Submitting the Remuneration Policy for approval
by shareholders at least every threeyears and
monitoring the policy to ensure compliance.
The Board
During the year ended 30 June 2026, the Board consisted
solely of non-executive Directors who determine their
remuneration as a whole. Accordingly, a separate
Remuneration Committee has not been established.
Following a review on 20 May 2026 the Board agreed
that the fees for each Director, with effect from 1 July
2026, should be increased to £44,750 for the Chairman
(2025: £43,500), £38,250 for the Chairman of the Audit
Committee (2025: £37,000), £34,500 for the Marketing
Committee Chair (2025: £n/a) and £32,000 for the other
Directors (2025: £31,000). Directors’ fees were last
increased on 1July 2025. The review considered the fees
paid by trusts in the Company’s peer group, its position
relative to these peers and the industry as a whole and
concluded an increase was warranted to ensure fees
were commensurate with peers and for Board positions
to remain attractive when recruiting. TheBoard has not
relied upon the advice or services of any person to assist
in making its remuneration decisions.
45
Directors’ fees (audited)
The Directors who served during the year to 30 June 2026 and to 30 June 2025 received the following emoluments.
Director
Year ended
30 June
2026
Year ended
30 June
2025
David Kidd* £43,500 £38,705
Hamish Baillie £31,000 £30,250
Diana Dyer Bartlett £37,000 £36,250
Anulika Malomo** £31,000 £20,797
Alan Scott £31,000 £30,250
Russell Napier*** £nil £13,281
£173,500 £169,533
* David Kidd was appointed as Chairman of the Board on 23 October 2024.
** Anulika Malomo was appointed to the Board on 24 October 2024.
*** Russell Napier retired from the Board on 23 October 2024.
Annual percentage change in remuneration
In accordance with The Companies (Directors’ Remuneration Policy and Directors’ Remuneration Report)
Regulations 2019, thetable below sets out the annual percentage change in Directors’ fees in respect of each
Director.
David Kidd Hamish Baillie Diana Dyer Bartlett Anulika Malomo Alan Scott
Year ended £
%
increase £
%
increase £
%
increase £
%
increase £
%
increase
2022 25,000 16.28% N/A N/A 30,000 17.65% N/A N/A 25,000 16.28%
2023 26,750 7.00% 26,750 N/A
1
32,000 6.67% N/A N/A 26,750 7.00%
2024 29,000 8.41% 29,000 8.41% 34,750 8.59% N/A N/A 29,000 8.41%
2025 38,705 33.47%
2
30,250 4.31% 36,250 4.32% 20,797 N/A
3
30,250 4.31%
2026 43,500 12.39% 31,000 2.48% 37,000 2.07% 31,000 49.06% 31,000 2.48%
1
Hamish Baillie was appointed to the Board on 1November 2022.
2
David Kidd was appointed as Chairman of the Board on 23 October 2024.
3
Anulika Malomo was appointed to the Board on 24 October 2024.
Expenditure by the company as remuneration
and distributions to shareholders
The table below compares the remuneration paid to
Directors with distributions made to shareholders
during the last two financial years:
2026 2025
Directors’ fees £173,500 £169,533
Distributions to Shareholders
– dividends
1
£2,726,652 £3,672,862
– total cost of share buybacks
2
£99,315,643 £73,124,581
1
The total amounts paid as dividends has decreased in 2026 vs 2025 due
to a reduction in shares in issue, as a result of share buybacks.
2
This figure includes the value of the shares purchased, broker
commission, discount control mechanism fees and stamp duty.
Directors’ interests (audited)
The interests of the Directors and their connected
persons who held office at the year end in the ordinary
shares of the Company were as follows:
Director Nature of Interest
Holding
as at
30 June
2026
Holding
as at
1 July
2025
David Kidd Beneficial 30,000 25,000
Hamish Baillie Beneficial 4,350 4,350
Diana Dyer Bartlett Beneficial 10,745 8,073
Anulika Malomo Beneficial 895 0
Alan Scott Beneficial 130,000 140,000
Alan Scott Beneficial trustee 132,850 132,850
46
Performance graph
Share Price
MSCI All Country World Index (GBP)
Total Return (Rebased to 100)
2016 2017 2018 2019 2020 2021 2023 2024 20262022 2025
50
100
150
200
250
300
350
Source: LSEG Datastream.
The ten year performance graph above sets out the
Company’s share price total return from 1 July 2016,
compared to the total return of a notional investment in
the MSCI All Country World Index (GBP).
Statement of voting at the last Annual General
Meeting
The following table sets out the votes received at the
last Annual General Meeting of shareholders, held on
16 October 2025, in respect of the approval of the
Directors’ Remuneration Report:
Votes cast for Votes cast against
Total
votes
cast
Number of
votes
withheldNumber % Number %
5,550,920 99.31 38,306 0.69 5,589,226 11,935
Statement
On behalf of the Board and in accordance with the
regulations, I confirm that the Directors' Remuneration
Implementation Report summarises, as applicable, for
the year to 30 June 2026:
(i) the major decisions on Directors’ remuneration;
(ii) any substantial changes relating to Directors’
remuneration made during the year; and
(iii) the context in which the changes occurred and
decisions have been taken.
The Directors' Remuneration Report was approved by
the Board on 16 September 2026 and signed on its
behalf by the Chairman.
David Kidd
Chairman
16 September 2026
47
Report of the Audit Committee
I am pleased to present the Report of the Audit
Committee for the year ended 30 June 2026. Details
of the responsibilities of the Audit Committee and our
activities are described below.
Meetings
The Audit Committee meets formally at least three times
each year and representatives from key service providers
may be invited to attend the meetings of the Audit
Committee.
The Audit Committee meets with representatives of the
Company’s auditor at least twice each year to plan for
and discuss any matters arising from the audit.
Roles and responsibilities
The main responsibilities of the Audit Committee include:
■
monitoring the integrity of the financial statements
of the Company and any formal announcements
relating to the Company’s financial performance,
and reviewing significant financial reporting
judgements contained inthem;
■
providing a challenge to areas of judgement;
■
confirming to the Board whether the Annual and
Half-yearly Financial Reports, taken as a whole,
are fair, balanced and understandable, and provide
the information necessary for shareholders to
assess the Company’s position and performance,
business model and strategy;
■
reviewing the appropriateness and consistency of
the Company’s accounting policies;
■
reviewing the effectiveness of the Company’s
financial reporting, risk management systems and
internal control policies and procedures for the
identification, assessment and reporting of risks;
■
reviewing and challenging the Company’s going
concern and viability statements;
■
monitoring compliance with s1158 of the
Corporation Tax Act 2010;
■
reviewing the need for an internal audit function;
■
conducting the audit tender process and making
recommendations to the Board, about the
appointment, reappointment and removal of the
external auditor, and approving the remuneration
and terms of engagement of the external auditor;
■
reviewing and monitoring the external auditor’s
independence and objectivity;
■
reviewing the effectiveness and quality of the
external audit process, taking into consideration
relevant UK professional and regulatory
requirements;
■
developing and implementing policy on the
engagement of the external auditor to supply non-
audit services, ensuring there is prior approval of
non-audit services, considering the impact this
may have on independence, taking into account
the relevant regulations and ethical guidance in
this regard, and reporting to the Board on any
improvement or action required; and
■
reporting to the Board on how it has discharged
itsresponsibilities.
The Audit Committee provides a forum through which
the Company’s auditor reports to the Board.
Composition
All members of the Board are members of the Audit
Committee other than the Chairman, David Kidd, who
with reference to guidance from the 2024 AIC Code
attends as a guest.
All members of the Audit Committee are considered
to have relevant and recent financial and investment
experience as a result of their employment in
financial services and other industries. The Chairman
of the Audit Committee, Diana Dyer Bartlett, is a
charteredaccountant.
Activities during the year
The Audit Committee met three times during the year. At these meetings, the Audit Committee considered inter
alia the Annual Financial Report, the Half-yearly Financial Report, the audit plan and reviewed the Company’s
compliance with s1158 of the Corporation Tax Act 2010. The Audit Committee considered the following significant
matters in respect of this Annual Financial Report:
Significant issue How the issue was addressed
Valuation and ownership of
investments
The Company’s investments are valued in accordance with the
accounting policies; all listed securities and investments are valued by
the Company’s Administrator. These prices are reviewed and overseen
by the Company’s AIFM. The Investment Manager and Board also
monitor the liquidity of the portfolio. The Depositary is responsible for
holding the Company’s assets in custody and verifying the ownership
of these assets. The Company receives regular reports from the
Depositary, including at the year end.
48
Significant issue How the issue was addressed
Compliance with Section 1158 of the
Corporation Tax Act 2010
The Board and Audit Committee receive regular reporting from the
Company Secretary and Administrator including a review to consider any
proposals for a final dividend.
Maintaining internal controls As part of the Board’s review of internal controls, the Audit Committee
carries out and documents a risk and control assessment, which is
kept under ongoing, and at least a six monthly, review. The Audit
Committee reports its findings and recommendations to the Board.
The Investment Manager, Depositary, the AIFM, Company Secretary
and Administrator are expected to maintain internal control frameworks
to provide reasonable assurance as to the effectiveness of the internal
controls operated on behalf of their clients. All third parties are required to
report to the Board any operational errors, breaches of internal controls, or
breaches of applicable laws and regulations.
Revenue recognition, including
allocation of special dividends as
revenue or capital returns
The recognition of investment income and the allocation of special
dividends is undertaken in accordance with accounting policy note 2(f)
to the financial statements on page61.
The Board and Audit Committee review the revenue forecast at
eachmeeting.
Going concern & viability The Audit Committee considered the Company’s investment objective,
risk management policies, capital management policies and procedures,
the nature of the portfolio and expenditure and cash flow projections.
As a result, they have determined that the Company has adequate
resources, an appropriate financial structure and suitable management
arrangements in place to continue in operational existence for at least
twelve months from the date of approval of these financial statements.
These recommendations were made to the Board.
The Audit Committee also assessed the viability of the Company,
reviewing a series of stress tests on the Company’s net assets and
the impact of negative market movements. The Board determined
the period for review of the Company’s viability should be five years.
Following this assessment, the Audit Committee recommended the
Viability Statement to the Board.
Appointment and remuneration of the
external Auditor
Regulations in place require the Company to rotate
audit firms after a period of ten years, which may be
extended where audit tenders are carried out or where
more than one audit firm is appointed to perform the
audit. The audit firm is required to rotate the partner
every five years.
Johnston Carmichael LLP was appointed as external
auditor in March 2020. This year is the seventh year of
tenure and the fourth for which Mr Richard Sutherland
(Senior Statutory Auditor) has served.
The fees paid to Johnston Carmichael LLP in respect
of audit services are disclosed in note 4 of the notes to
the financial statements.
Audit for the year ended 30 June 2026
As part of the planning for the annual audit, the
Audit Committee met with Johnston Carmichael LLP
and reviewed their audit strategy document, which
highlighted the level of materiality to be applied by the
Auditor, the key perceived audit risks, and the scope of
the audit.
The key areas of audit focus undertaken by the Auditor
and agreed by the Audit Committee were:
■
Ownership and valuation of level 1 investments
■
Revenue recognition, including allocation of special
dividends as revenue or capital returns
The audit work performed in these areas included a
100% recalculation of investment valuations using
independent third-party market prices, a 100%
recalculation of dividends due to the Company, and
allocation of special dividends.
49
The Auditor performed a recalculation of the investment
management fee, in addition to considering the going
concern and viability of the Company, the maintenance
of its investment trust status, share buybacks and its
compliance with all relevant regulations.
The Audit Committee met the Company’s Auditor at
the Audit Committee meeting held on 27August 2026
to discuss matters arising from the annual audit and
to assess the independence and effectiveness of the
external audit process.
Effectiveness and independence of the
external auditor
The Audit Committee monitors the Auditor’s
independence through assurances provided by the
Auditor on its compliance with the relevant ethical
standards; through approval of, and compliance with,
the non-audit services policy, and by assessing the
appropriateness of the fees paid to the Auditor for
work undertaken during the annual external audit.
During the audit planning, Johnston Carmichael LLP
confirmed its independence to the Audit Committee
and its willingness to continue in office as independent
Auditor. The Committee also reviewed the industry
expertise of the audit team.
The effectiveness of the audit was evaluated through
discussion of the services received from the Auditor
between the Audit Committee and those at the
Investment Manager closely involved in the audit
process. The Audit Committee also assessed the
level and robustness of questioning performed by the
Auditor, the professional scepticism exercised by the
Auditor; the timeliness of performing the audit tasks;
the responsiveness of the audit team to queries,
the quality control process operated by the Auditor,
andthe quality of review of the Annual Financial
Report. The Audit Committee also met privately with
the Audit Partner to discuss the efficiency of response
and accuracy of information provided from the AIFM,
Company Secretary and Administrator during the audit.
After careful consideration of the services provided
since appointment and the above review of its
effectiveness, theAudit Committee recommended to
the Board that Johnston Carmichael LLP should be
re-appointed as Auditor for the Company. Accordingly,
resolutions will be proposed at the forthcoming AGM
for the Auditor’s appointment and to authorise the
Directors to agree the Auditor’s remuneration.
Non-audit services
The Audit Committee has established a policy for
the provision of non-audit services to the Company
which prohibits the provision of certain services by
the Auditor which the Audit Committee believes would
compromise Auditor independence. Non-audit services
are permitted subject to the Audit Committee being
satisfied that the engagement would not compromise
independence, where the total fees for non-audit
services are less than 70 per cent of the average audit
fees for the last three years and where knowledge
would be advantageous in carrying out the service.
There were no non-audit services provided by
Johnston Carmichael LLP during the year ended
30June 2026.
Internal audit function
Systems and controls are in place to maintain a
safe environment for the Company’s assets and
shareholders’ investments; helping to ensure the
maintenance of proper accounting records and the
provision of accurate financialinformation.
The Company is an investment company, has
no employees and delegates all operational and
investment activities to third-party service providers,
including the Investment Manager. Independent service
audit reports are reviewed internal controls operated
by the Investment Manager and other key service
providers. Taking these reports into consideration, the
Audit Committee concluded that it is not necessary for
the Company to have its own internal audit function;
this decision is reviewed annually.
Audit Committee effectiveness
During the year, the Audit Committee reviewed its
effectiveness and concluded that it had discharged
all its obligations as set out in the Audit Committee’s
terms of reference in an efficient and effective manner.
The Audit Committee concluded that there were no
changes required to its procedures.
Annual Financial Report
The Audit Committee considers that the Annual
Financial Report, taken as a whole, is fair, balanced
and understandable and the information provided to
shareholders is sufficient to allow them to assess the
Company’s performance, business model and strategy
and has reported to the Board accordingly.
On behalf of the Board.
Diana Dyer Bartlett
Chairman of the Audit Committee
16 September 2026
50
Statement of Directors’ Responsibilities in respect of the
Annual Financial Report and the Financial Statements
Statement of Directors’ Responsibilities
The Directors are responsible for preparing the Annual
Financial Report and the financial statements in
accordance with applicable law and regulations.
Company law requires the Directors to prepare
financial statements for each financial year. Under
that law the Directors have elected to prepare the
financial statements in accordance with UK Accounting
Standards, including FRS 102 ‘TheFinancial Reporting
Standard Applicable in the UK and Republic of Ireland’.
Under company law the Directors must not approve
the financial statements unless they are satisfied that
they give a true and fair view of the state of affairs of
the Company and of the profit or loss of the Company
for that period. In preparing each of the financial
statements, the Directors are required to:
■
select suitable accounting policies and then apply
them consistently;
■
make judgements and estimates that are
reasonable and prudent;
■
state whether applicable UK Accounting Standards
have been followed, subject to any material
departures being disclosed and explained in the
financial statements; and
■
prepare the financial statements on the going
concern basis unless it is inappropriate to presume
that the Company will continue in business.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the Company’s transactions and disclose with
reasonable accuracy at any time the financial position
of the Company and enable them to ensure that its
financial statements comply with the Companies Act
2006. They have general responsibility for taking such
steps as are reasonably open to them to safeguard the
assets of the Company and to prevent and detect fraud
and other irregularities.
Under applicable law and regulations, the Directors
are also responsible for preparing a Strategic Report,
a Directors’ Report and Corporate Governance
Statement, and a Directors’ Remuneration Report that
complies with that law and thoseregulations.
The financial statements are published on our
website, midwynd.com, maintained by the
Company’s Investment Manager. Responsibility for
the maintenance and integrity of the corporate and
financial information relating to the Company on
this website has been delegated to the Investment
Manager by the Directors. Legislation in the UK
governing the preparation and dissemination of
financial statements may differ from legislation in other
jurisdictions.
We confirm that to the best of our knowledge:
(a) the financial statements, prepared in accordance
with the applicable set of accounting standards,
give a true and fair view of the assets, liabilities and
financial position of the Company as at 30 June
2026 and of the profit for the year then ended;
(b) in the opinion of the Directors, the Annual Financial
Report taken as a whole, is fair, balanced and
understandable and it provides the information
necessary to assess the Company’s position and
performance, business model and strategy; and
(c) the Strategic Report includes a fair review of the
development and performance of the business
and the position of the Company, together with a
description of the principal risks and uncertainties
that it faces.
For and on behalf of the Board.
David Kidd
Chairman
16 September 2026
51
Independent Auditor’s Report
To the members of Mid Wynd International Investment Trust plc
Opinion
We have audited the financial statements of Mid Wynd
International Investment Trust plc (“the Company”),
for the year ended 30 June 2026, which comprise the
Statement of Comprehensive Income, Statement of
Financial Position, Statement of Changes in Equity,
Statement of Cash Flows and Notes to the Financial
Statements, including significant accounting policies. The
financial reporting framework that has been applied in
their preparation is applicable law and United Kingdom
Accounting Standards, including Financial Reporting
Standard 102 The Financial Reporting Standard
applicable in the UK and Republic of Ireland (United
Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
■
Give a true and fair view of the state of the
Company’s affairs as at 30 June 2026 and of its
return for the year then ended;
■
Have been properly prepared in accordance with
United Kingdom Generally Accepted Accounting
Practice; and
■
Have been prepared in accordance with the
requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable
law. Our responsibilities under those standards are further
described in the Auditor responsibilities for the audit of
the financial statements section of our report. We are
independent of the Company in accordance with the
ethical requirements that are relevant to our audit of the
financial statements in the UK, including the FRC’s Ethical
Standard, as applied to listed public interest entities,
and we have fulfilled our other ethical responsibilities in
accordance with these requirements. We believe that
the audit evidence we have obtained is sufficient and
appropriate to provide a basis for ouropinion.
Our approach to the audit
We planned our audit by first obtaining an understanding
of the Company and its environment, including its key
activities delegated by the Board to relevant approved
third-party service providers and the controls over
provision of those services.
We conducted our audit using information maintained
and provided by Lazard Asset Management Limited
(the “Investment Manager”), Juniper Partners Limited
(the “Alternative Investment Fund Manager” or “AIFM”
during the year under audit, “Company Secretary”,
and “Administrator”), J.P. Morgan Europe Limited
(the “Depositary”), J.P. Morgan Chase Bank N.A. (the
“Custodian”) and Computershare Investor Services PLC
(the “Registrar”) to whom the Company has delegated
the provision of services.
We tailored the scope of our audit to reflect our risk
assessment, taking into account such factors as
the types of investments within the Company, the
involvement of the Administrator, the accounting
processes and controls, and the industry in which the
Company operates.
The scope of our audit was influenced by our application
of materiality. We set certain quantitative thresholds
for materiality. These, together with qualitative
considerations, helped us to determine the scope of
our audit and the nature, timing and extent of our audit
procedures on the individual financial statement line
items and disclosures and in the evaluation of the effect
of misstatements, both individually and in aggregate on
the financial statements as a whole.
Key audit matters
Key audit matters are those matters that, in our
professional judgement, were of most significance in our
audit of the financial statements of the current period and
include the most significant assessed risks of material
misstatement (whether or not due to fraud) that we
identified. These matters included those which had the
greatest effect on: the overall audit strategy; the allocation
of resources in the audit; and directing the efforts of the
engagement team. These matters were addressed in
the context of our audit of the financial statements as
a whole, and in forming our opinion thereon, we do not
provide a separate opinion on these matters.
52
We summarise below the key audit matters in arriving at our audit opinion above, together with how our audit
addressed these matters and the results of our audit work in relation to these matters.
Key audit matter How our audit addressed the key audit matter and our conclusions
Valuation of Listed Investments
(as described on page 47 in the Report of the Audit
Committee and as per the accounting policy on page
61 and Note 8).
As at 30 June 2026, the valuation of the listed
investments portfolio was £207.0m (2025: £303.5m).
As the investment portfolio constitutes the most
significant element of the Company’s Statement
of Financial Position and is a key driver of both net
asset value and total return, the valuation of listed
investments has been designated as a key audit
matter, being one of the most significant assessed
risks of material misstatement due to error.
There is a further risk that certain investments held at
fair value may not be actively traded, and as such, the
listed market prices may not be reflective of their fair
value.
We obtained the controls report provided by Juniper
Partners Limited (as Administrator) and evaluated the
design and implementation of key controls within the
valuation of listed investments process.
We verified the market prices and exchange rates
applied to all listed investments held as at 30 June
2026 by comparing them to independent third-party
sources and recalculating the investment valuations to
confirm accuracy.
We obtained management’s active market assessment
for listed investments and assessed their conclusions
using trading volumes from an independent third-party
source.
From our completion of these procedures, we
identified no material misstatements in relation to the
valuation of listed investments.
Revenue Recognition, including allocation
of special dividends as revenue or capital
returns
(as described on page 48 in the Report of the Audit
Committee and as per the accounting policy on
page61 and Note 3.
Investment income recognised in the year to 30 June
2026 was £2.8m (2025: £3.7m), derived from dividend
receipts on listed securities.
Revenue-based performance metrics are often one
of the key performance indicators for stakeholders.
The investment income received by the Company
during the year directly impacts these metrics and the
minimum dividend required to be paid by the Company
under section 1158 of the Corporation Tax Act 2010.
There is a risk that revenue is incomplete, did not
occur or is inaccurate through failure to recognise
income entitlements or failure to appropriately account
for their treatment. It has therefore been designated as
a key audit matter, being one of the most significant
assessed risks of material misstatement due to error.
We consider it appropriate to rebut the ISA (UK)
presumed fraud risk relating to revenue recognition,
given the straightforward nature of the revenue stream
and the involvement of third-parties. However, a
specific fraud risk exists in relation to the incorrect
classification of special dividends as either revenue
or capital returns, as judgement is required when
determining their appropriate allocation within the
Statement of Comprehensive Income, and there could
be incentive for management to increase capital or
revenue returns.
We obtained the controls report provided by Juniper
Partners Limited (as Administrator) and evaluated the
design and implementation of key controls within the
revenue recognition process, including the process for
allocating special dividends.
We assessed whether income had been appropriately
recognised and disclosed in accordance with the
applicable financial reporting framework, including the
AIC Statement of Recommended Practice (SORP) and
the Company’s accounting policies.
We independently recalculated all dividend income due
to the Company from listed investments, utilising the
investment holdings throughout the year and dividend
announcements issued by the respective investee
companies.
We traced a sample of dividend receipts to
corresponding entries in bank statements to confirm
their occurrence and accuracy.
We evaluated the completeness of the special dividend
population with reference to third-party market data
and assessed management’s judgements in classifying
special dividends as either revenue of capital returns,
with consideration given to the underlying commercial
rationale of each payment.
From our completion of these procedures, we
identified no material misstatements in relation to
revenue recognition, including allocation of special
dividends as revenue or capital returns.
53
Our application of materiality
We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the
economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality in
determining the nature and extent of our work and in evaluating the results of that work.
Materiality measure Value
Materiality for the financial statements as a whole
We have set materiality as 1% of net assets as we believe that net assets are the primary
performance measure used by investors and are the key driver of shareholder value. We
determined the measurement percentage to be commensurate with the risk and complexity
of the audit and the Company’s listed status.
£2.10m
(2025: £3.07m)
Performance materiality
Performance materiality represents amounts set by the auditor at less than materiality for
the financial statements as a whole, to reduce to an appropriately low level the probability
that the aggregate of uncorrected and undetected misstatements exceeds materiality for the
financial statements as a whole.
In setting this level, we took into account the Company’s overall control environment, as
well as our experience from prior audits, both of which suggest a lower risk of material
misstatement. Based on our judgement of these factors, we have set performance materiality
at 75% of our overall financial statement materiality.
£1.58m
(2025: £2.31m)
Specific materiality
Recognising that there are transactions and balances of a lesser amount which could
influence the understanding of users of the financial statements, we calculate a lower level of
materiality for testing such areas.
Specifically, given the importance of the distinction between revenue and capital for the
Company, we also applied a separate testing threshold for the revenue column of the
Statement of Comprehensive Income, set at the higher of 5% of the net revenue return on
ordinary activities before tax and the Audit Committee reporting threshold noted below.
We have set a specific materiality in respect of related party transactions and Directors’
remuneration.
We used our judgement in setting these thresholds and considered our past experience of
the audit, the history of misstatements and industry benchmarks for specific materiality.
£0.11m
(2025: £0.15m)
Audit Committee reporting threshold
We agreed with the Audit Committee that we would report to them all differences in excess
of 5% of overall materiality in addition to other identified misstatements that warranted
reporting on qualitative grounds, in our view. For example, an immaterial misstatement as a
result of fraud.
£0.11m
(2025: £0.15m)
During the course of the audit, we reassessed initial
materiality and found no reason to alter the basis of
calculation used at year-end.
Conclusions relating to going concern
In auditing the financial statements, we have
concluded that the Directors’ use of the going
concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation of
the Directors’ assessment of the Company’s ability
to continue to adopt the going concern basis of
accounting included:
■
Evaluating management’s method of assessing
going concern, including consideration of market
conditions and macro-economic uncertainties;
■
Assessing and challenging the forecast cashflows
and associated sensitivity modelling used by
the Directors in support of their going concern
assessment, including their buy-back policy;
■
Assessing the accuracy of management’s
forecasting by comparing the reliability of past
forecasts to actual results;
■
Performing arithmetical and consistency checks on
management’s base forecast;
■
Obtaining and recalculating management’s
assessment of the Company’s ongoing
maintenance of investment trust status;
■
Evaluating management’s assessment of the
business continuity plans of the Company’s main
service providers; and
■
Assessing the adequacy of the Company’s going
concern disclosures included in the Annual
Financial Report.
54
Based on the work we have performed, we have not
identified any material uncertainties relating to events
or conditions that, individually or collectively, may
cast significant doubt on the Company’s ability to
continue as a going concern for a period of at least
twelve months from when the financial statements are
authorised for issue.
In relation to the Company’s reporting on how it has
applied the UK Corporate Governance Code, we have
nothing material to add or draw attention to in relation
to the Directors’ statement in the financial statements
about whether the Directors considered it appropriate
to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the
Directors with respect to going concern are described
in the relevant sections of this report.
Other information
The other information comprises the information
included in the Annual Financial Report other than
the financial statements and our auditor’s report
thereon. The Directors are responsible for the other
information contained within the Annual Financial
Report. Our opinion on the financial statements does
not cover the other information and, except to the
extent otherwise explicitly stated in our report, we do
not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and,
in doing so, consider whether the other information is
materially inconsistent with the financial statements
or our knowledge obtained in the course of the audit,
or otherwise appears to be materially misstated. If
we identify such material inconsistencies or apparent
material misstatements, we are required to determine
whether this gives rise to a material misstatement in
the financial statements themselves. If, based on the
work we have performed, we conclude that there is a
material misstatement of this other information, we are
required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by
the Companies Act 2006
In our opinion, the part of the Directors’ Remuneration
Report to be audited has been properly prepared in
accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the
course of the audit:
■
The information given in the Strategic Report and
the Directors’ Report for the financial year for
which the financial statements are prepared is
consistent with the financial statements; and
■
The Strategic Report and the Directors’ Report
have been prepared in accordance with applicable
legal requirements.
Matters on which we are required to report
by exception
In the light of the knowledge and understanding of the
Company and its environment obtained in the course of
the audit, we have not identified material misstatements
in the Strategic Report or the Directors’ Report.
We have nothing to report in respect of the following
matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
■
Adequate accounting records have not been kept
by the Company, or returns adequate for our audit
have not been received from branches not visited
by us; or
■
The financial statements and the part of the
Directors’ Remuneration Report to be audited are
not in agreement with the accounting records and
returns; or
■
Certain disclosures of Directors’ remuneration
specified by law are not made; or
■
We have not received all the information and
explanations we require for our audit; or
■
A corporate governance statement has not been
prepared by the Company.
Corporate governance statement
We have reviewed the Directors’ statement in relation
to going concern, longer-term viability and that part
of the Corporate Governance Statement relating to
the entity’s compliance with the provisions of the UK
Corporate Governance Code.
Based on the work undertaken as part of our audit, we
have concluded that each of the following elements
of the Corporate Governance Statement is materially
consistent with the financial statements or our
knowledge obtained during the audit:
■
The Directors’ statement with regard to the
appropriateness of adopting the going concern
basis of accounting and any material uncertainties
identified set out on page 27;
■
The Directors’ explanation as to their assessment
of the Company’s prospects, the period this
assessment covers and why the period is
appropriate set out on page 27;
■
The Directors’ statement on fair, balanced and
understandable set out on page 50;
■
The Directors’ statement on whether they have a
reasonable expectation that the Company will be
able to continue in operation and meet its liabilities
set out on page 27;
55
■
The Directors’ confirmation that they have carried
out a robust assessment of the emerging and
principal risks set out on page 24;
■
The section of the Annual Financial Report that
describes the review of the effectiveness of risk
management and internal control systems set out
on pages 42 and 43; and
■
The section describing the work of the Audit
Committee set out on pages 47 to 49.
Responsibilities of Directors
As explained more fully in the Directors’ Responsibilities
Statement set out on page 50, the Directors are
responsible for the preparation of the financial
statements and for being satisfied that they give a
true and fair view, and for such internal control as
the Directors determine is necessary to enable the
preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors
are responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going
concern basis of accounting unless the Directors either
intend to liquidate the Company or to cease operations,
or have no realistic alternative but to do so.
Auditor responsibilities for the audit of the
financial statements
Our objectives are to obtain reasonable assurance
about whether the financial statements as a whole
are free from material misstatement, whether due to
fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a
high level of assurance but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate,
they could reasonably be expected to influence the
economic decisions of users taken on the basis of
these financial statements.
A further description of our responsibilities for the audit
of the financial statements is located on the Financial
Reporting Council’s website at: http://www.frc.org.uk/
auditorsresponsibilities. This description forms part of
our auditor’s report.
Extent to which the audit was considered
capable of detecting irregularities,
includingfraud
Irregularities, including fraud, are instances of non-
compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect
of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities,
including fraud is detailed below.
We assessed whether the engagement team
collectively had the appropriate competence and
capabilities to identify or recognise non-compliance
with laws and regulations by considering their
experience, past performance and support available.
All engagement team members were briefed on
relevant identified laws and regulations and potential
fraud risks at the planning stage of the audit.
Engagement team members were reminded to remain
alert to any indications of fraud or non-compliance with
laws and regulations throughout the audit.
We obtained an understanding of the legal and
regulatory frameworks that are applicable to the
Company and the sector in which it operates, focusing
on those provisions that had a direct effect on the
determination of material amounts and disclosures in
the financial statements. The most relevant frameworks
we identified include:
■
Companies Act 2006;
■
Financial Conduct Authority (FCA) listing and
Disclosure Guidance and Transparency Rules
(DTR);
■
The principles of the UK Corporate Governance
Code applied by the AIC Corporate Governance
Code (the “AIC Code”);
■
Industry practice represented by the Statement of
Recommended Practice: Financial Statements of
Investment Trust Companies and Venture Capital
Trusts (“the SORP”) issued in July 2022;
■
The Company’s qualification as an Investment
Trust under section 1158 of the Corporation Tax
Act 2010; and
■
Financial Reporting Standard 102.
We gained an understanding of how the Company is
complying with these laws and regulations by making
enquiries of management and those charged with
governance. We corroborated these enquiries through
our review of relevant correspondence with regulatory
bodies and board meeting minutes.
56
We assessed the susceptibility of the financial
statements to material misstatement, including how
fraud might occur, by meeting with management and
those charged with governance to understand where
there was considered to be susceptibility to fraud.
This evaluation also considered how management and
those charged with governance were remunerated
and whether this provided an incentive for fraudulent
activity. We considered the overall control environment
and how management and those charged with
governance oversee the implementation and operation
of controls. In areas of the financial statements where
the risks were considered to be higher, we performed
procedures to address each identified risk. We
identified a heightened fraud risk in relation to:
■
Management override of controls; and
■
Allocation of special dividends as revenue or
capital returns.
Audit procedures performed in response to the risks
relating to the allocation of special dividends as
revenue or capital returns are set out in the section
on key audit matters above, and audit procedures
performed in response to the risk of management
override of controls are included below.
In addition to the above, the following procedures
were performed to provide reasonable assurance that
the financial statements were free of material fraud
orerror:
■
Reviewing minutes of meetings of those charged
with governance for reference to: breaches of
laws and regulations or for any indication of
any potential litigation and claims; and events
or conditions that could indicate an incentive or
pressure to commit fraud or provide an opportunity
to commit fraud;
■
Performing audit procedures over the risk of
management override of controls, including
unpredictability testing, testing of journal entries
and other adjustments for appropriateness,
recalculating the investment management fee,
evaluating the business rationale of significant
transactions outside the normal course of business
and assessing judgements made by management
in their calculation of accounting estimates for
potential management bias;
■
Completion of appropriate checklists and use
of our experience to assess the Company’s
compliance with the Companies Act 2006 and the
Listing Rules; and
■
Agreement of the financial statement disclosures to
supporting documentation.
Our audit procedures were designed to respond to
the risk of material misstatements in the financial
statements, recognising that 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 intentional concealment, forgery,
collusion, omission or misrepresentation. There are
inherent limitations in the audit procedures performed
and the further removed non-compliance with laws
and regulations is from the events and transactions
reflected in the financial statements, the less likely we
would become aware of it.
Other matters which we are required to
address
Following the recommendation of the Audit
Committee, we were appointed by the Board on
25 March 2020 to audit the financial statements
for the year ended 30June 2020 and subsequent
financial years. The period of our total uninterrupted
engagement is seven years, covering the years ended
30 June 2020 to 30 June 2026.
The non-audit services prohibited by the FRC’s Ethical
Standard were not provided to the Company and we
remain independent of the Company in conducting our
audit.
Our audit opinion is consistent with the additional
report to the Audit Committee.
Use of our report
This report is made solely to the Company’s members,
as a body, in accordance with Chapter 3 of Part 16
of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the Company’s
members those matters we are required to state to
them in an auditor’s report and for no other purpose.
To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other than
the Company and the Company’s members as a body,
for our audit work, for this report, or for the opinions
we have formed.
Richard Sutherland (Senior Statutory Auditor)
For and on behalf of Johnston Carmichael LLP
Statutory Auditor
Edinburgh, United Kingdom
16 September 2026
57
Financial Statements
Statement of Comprehensive Income
For the year ended 30 June
Notes
2026
Revenue
£’000
2026
Capital
£’000
2026
Total
£’000
2025
Revenue
£’000
2025
Capital
£’000
2025
Total
£’000
Gains/(losses) on investments held at fair value
through profit or loss 8 − 4,142 4,142 – (20,732) (20,732)
Currency losses − (40) (40) – (69) (69)
Income 3 2,755 17 2,772 3,763 – 3,763
Investment management fee (102) (920) (1,022) (147) (1,327) (1,474)
Other expenses 4 (618) (185) (803) (619) (257) (876)
Net return/(loss) before taxation 2,035 3,014 5,049 2,997 (22,385) (19,388)
Taxation on ordinary activities 5 (51) (2) (53) (478) 71 (407)
Net return/(loss) on ordinary activities after taxation 1,984 3,012 4,996 2,519 (22,314) (19,795)
Net return/(loss) per ordinary share 7 6.05p 9.18p 15.23p 5.54p (49.08)p (43.54)p
The total column of this statement is the profit and loss account of the Company.
All revenue and capital items in this statement derive from continuing operations.
The net return for the year disclosed above represents the Company’s total comprehensive income.
The accompanying notes on pages61 to 73 are an integral part of the financial statements.
58
Statement of Financial Position
As at 30 June
Notes
2026
£’000
2025
£’000
Non-current assets
Investments held at fair value through profit or loss 8 206,953 303,478
Current assets
Debtors 9 4,028 660
Cash and cash equivalents 10 1,297 4,068
5,325 4,728
Creditors
Amounts falling due within one year 11 (1,901) (705)
Net current assets 3,424 4,023
Net assets 210,377 307,501
Capital and reserves
Called up share capital 12 3,320 3,320
Capital redemption reserve 13 16 16
Share premium 13 – 242,115
Special reserve 13 178,948 –
Capital reserve 13 24,020 57,234
Revenue reserve 13 4,073 4,816
Shareholders’ funds 210,377 307,501
Net asset value per ordinary share 14 767.55p 760.96p
These financial statements were approved by the Board of Directors and signed on its behalf on 16 September 2026.
David Kidd
Chairman
The accompanying notes on pages61 to 73 are an integral part of the financial statements.
Registered in Scotland. Registration number: SC042651
59
Statement of Changes in Equity
For the year ended 30 June 2026
Notes
Share
capital
£’000
Capital
redemption
reserve
£’000
Share
premium
account
£’000
Special
reserve
1
£’000
Capital
reserve
1,2
£’000
Revenue
reserve
1
£’000
Shareholders’
funds
£’000
Shareholders’ funds at
1July 2025
3,320 16 242,115 – 57,234 4,816 307,501
Net return on ordinary
activities after taxation
– – – – 3,012 1,984 4,996
Reduction and
reclassification of
sharepremium
3
– – (242,115) 242,115 – – –
Cost of reduction and
reclassification of share
premium
– – – (78) – – (78)
Repurchase of shares
into Treasury
13 – – – (63,089) (36,226) – (99,315)
Dividends paid 6 – – – – – (2,727) (2,727)
Shareholders’ funds at
30 June 2026 13 3,320 16 – 178,948 24,020 4,073 210,377
For the year ended 30 June 2025
Notes
Share
capital
£’000
Capital
redemption
reserve
£’000
Share
premium
£’000
Special
reserve
1
£’000
Capital
reserve
1,2
£’000
Revenue
reserve
1
£’000
Shareholders’
funds
£’000
Shareholders’ funds at
1July 2024
3,320 16 242,115 – 152,673 5,970 404,094
Net (loss)/return on
ordinary activities
aftertaxation
– – – – (22,314) 2,519 (19,795)
Repurchase of shares
into Treasury
13 – – – – (73,125) – (73,125)
Dividends paid 6 – – – – – (3,673) (3,673)
Shareholders’ funds at
30 June 2025 13 3,320 16 242,115 – 57,234 4,816 307,501
1
The Company may pay dividends from both capital and revenue reserves.
2
Capital reserve as at 30 June 2026 includes realised gains of £11,557,000 (30 June 2025: £33,046,000).
3
During the year, the reduction of the Company’s share premium account to create additional capital reserves which could be used for share buybacks
(approved by shareholders at the May 2025 general meeting) received court approval during August 2025. Accordingly, £242,115,000 of share premium
was transferred to a special capital reserve.
The accompanying notes on pages 61 to 73 are an integral part of the financial statements.
60
Statement of Cash Flows
For the year ended 30 June
Notes
2026
£’000
2026
£’000
2025
£’000
2025
£’000
Net cash outflow from operations before
dividends and interest 15 (2,357) (3,193)
Dividends received from investments 2,756 3,748
Interest received 3 17 21
2,773 3,769
Net cash inflow from operating activities 416 576
Cash flow from investing activities
Purchase of investments (48,812) (68,655)
Sale of investments 146,453 143,623
Realised currency losses − (65)
Net cash generated from investing activities 97,641 74,903
Cash flow from financing activities
Repurchase of shares to Treasury (97,984) (73,474)
Costs of reclassification of share premium (78) −
Dividends paid (2,727) (3,673)
Net cash outflow from financing activities (100,789) (77,147)
Net decrease in cash and cash equivalents (2,732) (1,668)
Cash and cash equivalents at start of the year 4,068 5,742
Decrease in cash in the year (2,732) (1,668)
Currency losses on cash and cash equivalents (39) (6)
Cash and cash equivalents at end of the year 1,297 4,068
The accompanying notes on pages61 to73 are an integral part of the financial statements.
61
Notes to the Financial Statements
1. General information
Mid Wynd International Investment Trust plc is an
investment trust company domiciled in the United
Kingdom and incorporated in Scotland.
The address of its registered office is 28 Walker Street,
Edinburgh, EH3 7HR. The ordinary shares of the
Company are listed on the London Stock Exchange.
The Company’s registered number is SC042651.
2. Accounting policies
(a) Basis of accounting
The financial statements are prepared on a going
concern basis under the historical cost convention
modified to include the revaluation of investments.
The financial statements have been prepared in
accordance with the Companies Act 2006, applicable
United Kingdom accounting standards, including
Financial Reporting Standard (‘FRS’) 102, and the
Statement of Recommended Practice ‘Financial
Statements of Investment Trust Companies and
Venture Capital Trusts’ (the ‘SORP’) issued by the
Association of Investment Companies (the ‘AIC’) in
July 2022.
In order to better reflect the activities of the Company
and in accordance with guidance issued by the AIC,
supplementary information which analyses the profit
and loss account between items of a revenue and
capital nature has been presented in the Statement of
Comprehensive Income.
Financial assets and financial liabilities are recognised
in the Company’s Statement of Financial Position when
it becomes a party to the contractual provisions of
theinstrument.
No significant estimates or judgements have been
made in the preparation of the financial statements.
The Directors consider the Company’s functional
currency to be Sterling as the Company’s shareholders
are predominantly based in the UK and the Company
is subject to the UK’s regulatory environment.
(b) Investments
Purchases and sales of investments are accounted
for on a trade date basis. Investments are designated
as held at fair value through profit or loss on initial
recognition and are measured at subsequent
reporting dates at fair value. The fair value of listed
investments is bid value or last traded prices at the
close of business for holdings on certain recognised
overseasexchanges.
Changes in the value of investments held at fair value
through profit or loss and gains and losses on disposal
are recognised in the Statement of Comprehensive
Income as gains/(losses) on investments. Also included
within this caption are transaction costs in relation
to the purchase or sale of investments. Assetsare
derecognised at the trade date of thedisposal.
Proceeds are measured at fair value which are regarded
as the proceeds of sale less any transaction costs.
(c) Derivatives
The Company may use derivatives for the purpose of
efficient portfolio management (including reducing,
transferring or eliminating risk in its investments and
protection against currency risk) and to achieve capital
growth. Noderivatives were used by the Company
during this year or the precedingyear.
(d) Financial instruments
The Company’s financial instruments comprise
securities, cash balances, receivables and payables
that arise directly from its operations; for example,
inrespect of sales and purchases awaiting settlement,
and receivables for accrued income. Otherdebtors
and creditors do not carry any interest, are short-term
in nature and are accordingly stated at nominalvalue.
(e) Cash and cash equivalents
Cash and cash equivalents include cash in hand,
deposits held at call with banks and other short-term
highly liquid investments with original maturities of
three months or less.
(f) Income
Income from equity investments is brought into
account on the date on which the investments are
quoted ex-dividend or, where no ex-dividend date is
quoted, when the Company’s right to receive payment
is established.
Unfranked investment income includes the taxes
deducted at source. Franked investment income is
stated net of tax credits. If scrip is taken in lieu of
dividends in cash, the net amount of the cash dividend
declared is credited to the revenue account. Any excess
in the value of the shares received over the amount of
the cash dividend foregone is recognised as capital.
Special dividends are reviewed on a case by case
basis when determining if a dividend is to be treated
as revenue or capital. It is likely that where a special
dividend results in a significant reduction in the capital
value of a holding, then the dividend will likely be
treated as capital, otherwise this will be recognised
asrevenue.
62
2. Accounting policies (continued)
(g) Expenses
All expenses are accounted for on an accruals basis.
Expenses are charged through the revenue reserve
except where they relate directly to the acquisition
or disposal of an investment, in which case they are
added to the cost of the investment or deducted from
the sale proceeds. Where expenses are connected
with the maintenance or enhancement of the value of
investments they are charged to the capital reserve.
Management fees, secretarial fees and AIFM fees are
accounted for on an accruals basis and are allocated
10% to the revenue reserve and 90% to the capital
reserve. Costs arising from the filing of claims to reclaim
tax on overseas dividends have been deducted from the
revenue reserve.
(h) Taxation
Taxation represents the sum of taxation payable,
any withholding tax suffered and any deferred tax.
Taxation is charged or credited in the Statement of
Comprehensive Income. Any taxation payable is based
on the Company’s profit for the year, calculated using
tax rates in force at the balance sheet date. Deferred
taxation is recognised in full using the balance sheet
liability method, providing for temporary differences
between the carrying amounts of assets and liabilities
for financial reporting purposes and the amounts used
for taxation purposes.
The amount of deferred tax provided is based on the
expected manner of realisation or settlement of the
carrying amount of assets and liabilities, using tax rates
enacted or substantially enacted at the balance sheet
date. Deferred tax assets are recognised only to the
extent that it is probable that future taxable profits will be
available against which the asset can be utilised.
Due to the Company’s status as an investment trust,
and the intention to continue meeting the conditions
required, the Company has not provided for deferred
tax on any capital gains and losses arising on the
revaluation or disposal of investments.
(i) Foreign currencies
Transactions involving foreign currencies are converted
at the rate ruling at the time of the transaction.
Monetary assets and liabilities in foreign currencies
are translated at the closing rates of exchange at
the date of the Statement of Financial Position, with
the exception of forward currency contracts which
are valued at the forward rate on that date. Any gain
or loss arising from a change in exchange rates
subsequent to the date of the transaction is included
as a gain or loss in the capital reserve or revenue
reserve as appropriate.
(j) Reserves
Capital reserve
This reserve includes distributable reserves arising
from any gains or losses on investments realised in
the period. This includes realised gains and losses
from foreign currency exchange differences and gains
on the return of capital by way of investee companies
paying dividends that are capital in nature. Expenses
may also be charged to this reserve in accordance with
the abovepolicies. This reserve also includes amounts
arising from any increases and decreases in the fair
value of investments held that have been recognised
in the Statement of Comprehensive Income. The
capital reserve can also be used to fund the cost of
sharebuybacks.
Capital redemption reserve
This reserve includes the nominal value of all shares
bought back and cancelled by the Company. This
reserve is not distributable.
Revenue reserve
The revenue profit or loss for the year is taken to or
from thisreserve. This reserve is distributable by way
of dividend.
Share premium
This reserve represents the accumulated premium
paid for shares issued in previous periods above their
nominal value lessissue expenses. This reserve is not
distributable.
Special reserve
The special reserve arose following court approval in
August 2025 to transfer the £242,115,000 from the
share premium account. This reserve is distributable
and may be used, where the Board considers it
appropriate, by the Company for the purposes of
paying dividends to shareholders and, in particular,
augmenting or smoothing payments of dividends to
shareholders. The special reserve can also be used to
fund the cost of share buybacks.
(k) Segmental reporting
The Company has only one material segment of
business being that of an investment trust company.
63
3. Income
2026
£’000
2025
£’000
Income from investments
Overseas dividends 2,550 3,583
UK dividends
205 159
2,755 3,742
Other income
Bank interest 17 21
Total income 2,772 3,763
Total income comprises:
Dividends and UK interest from financial assets designated at fair value through profit or loss 2,755 3,742
Other income 17 21
Total income 2,772 3,763
Included within the value for overseas dividends above is a special dividend of £17,000, which has been allocated
to capital (2025: £nil).
4. Other expenses
2026
Revenue
£’000
2026
Capital
£’000
2026
Total
£’000
2025
Revenue
£’000
2025
Capital
£’000
2025
Total
£’000
Directors’ remuneration 174 − 174 170 – 170
Depositary fees 27 − 27 35 – 35
Broker fees 40 − 40 40 – 40
Custody fees 42 − 42 22 – 22
Auditor’s remuneration 40 − 40 39 – 39
Stock exchange fees 47 − 47 50 – 50
Printing fees 45 − 45 41 – 41
Registrar fees 42 − 42 23 – 23
Directors’ & officers’ insurance 9 − 9 9 – 9
Company Secretary and Administration 21 185 206 22 196 218
Other expenses* 131 − 131 168 61 229
618 185 803 619 257 876
* Other expenses include AIC membership fees, Directors’ expenses, FCA fees, taxation fees and public relations costs.
The auditor’s remuneration is payable for the audit of the Company’s annual accounts. No non-audit services were
provided during the current or prior year.
64
5. Taxation on ordinary activities
a) Tax charge for the year
2026
Revenue
£’000
2026
Capital
£’000
2026
Total
£’000
2025
Revenue
£’000
2025
Capital
£’000
2025
Total
£’000
Overseas taxation 51 2 53 478 (71) 407
Total tax 51 2 53 478 (71) 407
b) Factors affecting the tax charge for the year
The tax charge for the year is lower (2025: higher) than the average standard rate of corporation tax in the UK (25.00%)
as explained below:
The differences are explained below:
2026
£’000
2025
£’000
Net return/(loss) on ordinary activities before taxation 5,049 (19,388)
Net return/(loss) on ordinary activities multiplied by the average standard rate
of corporation tax in the UK of 25.00% (2025: 25.00%) 1,262 (4,847)
Effects of:
Overseas tax – non offsettable 53 407
Taxable losses in the year not utilised 452 600
Income not taxable (UK dividends) (51) (40)
Income not taxable (overseas dividends) (638) (896)
Capital (return)/loss not taxable (1,025) 5,183
Total tax charge for the year 53 407
The applicable tax rate for the year of 25.00% (2025: 25.00%) is the effective rate of tax for the year.
Factors that may affect future tax charges
At 30 June 2026, the Company had a potential deferred tax asset of £6,054,000 (2025: £5,602,000) based on
a prospective corporation tax rate of 25.00% (2025: 25.00%), in respect of taxable losses which are available
to be carried forward and offset against future taxable profits. A deferred tax asset has not been recognised on
these losses as it is considered unlikely that the Company will make suitable taxable revenue profits in excess
of deductible expenses in future periods. Due to the Company’s status as an investment trust, and the intention
to continue meeting the conditions required to obtain approval in the foreseeable future, the Company has not
provided for deferred tax on any capital gains and losses arising on the revaluation or disposal of investments.
65
6. Dividends paid and proposed
2026 2025
2026
£’000
2025
£’000
Amounts recognised as distributions in the year:
Previous year’s final dividend 4.50p 4.15p 1,573 1,960
First interim dividend 3.85p 3.85p 1,154 1,713
Total dividend 8.35p 8.00p 2,727 3,673
Set out below are the total dividends paid and payable in respect of the financial year. The revenue available for
distribution by way of dividend for the year is £1,984,000 (2025: £2,519,000).
2026 2025
2026
£’000
2025
£’000
Dividends paid and payable in respect of the year:
First interim dividend 3.85p 3.85p 1,154 1,713
Proposed final dividend 4.75p 4.50p 1,252 1,654
Total dividend 8.60p 8.35p 2,406 3,367
7. Net return/(loss) per ordinary share
2026
Revenue
2026
Capital
2026
Total
2025
Revenue
2025
Capital
2025
Total
Net return/(loss) on ordinary activities after taxation 6.05p 9.18p 15.23p 5.54p (49.08)p (43.54)p
Revenue return per ordinary share is based on the net revenue return on ordinary activities after taxation for the
financial year of £1,984,000 (2025: £2,519,000) and on 32,809,240 (2025: 45,463,998) ordinary shares, being the
weighted average number of ordinary shares in issue (excluding Treasury Shares) during the year.
Capital return per ordinary share is based on the net capital return on ordinary activities after taxation for the
financial year of £3,012,000 (2025: net capital loss £22,314,000) and on 32,809,240 (2025: 45,463,998) ordinary
shares, being the weighted average number of ordinary shares in issue during the year.
66
8. Non-current assets – investments held at fair value through profit or loss
Investments in securities are financial assets designated at fair value through profit or loss on initial recognition in
accordance with FRS 102. The following tables provide an analysis of these investments based on the fair value
hierarchy as described below which reflects the reliability and significance of the information used to measure
their fair value.
The levels are determined by the lowest (that is the least reliable or least independently observable) level of input
that is significant to the fair value measurement for the individual investment in its entirety as follows:
Level 1 – investments using unadjusted quoted prices for identical instruments in an active market;
Level 2 – investments whose fair value is based on inputs other than quoted prices that are either directly or
indirectly observable;
Level 3 – investments whose fair value is based on inputs that are unobservable (i.e. for which market data is
unavailable).
Year ended
30 June
2026
£’000
Year ended
30 June
2025
£’000
Quoted (Level 1) 206,953 303,478
Total financial asset investments 206,953 303,478
Year ended
30 June
2026
Year ended
30 June
2025
Total
£’000
Total
£’000
Opening book cost 279,290 346,596
Fair value adjustment 24,188 51,498
Opening valuation 303,478 398,094
Purchases at cost 48,812 68,543
Disposals (149,479) (142,427)
Gains/(losses) on investments 4,142 (20,732)
Closing valuation 206,953 303,478
Closing book cost 194,490 279,290
Fair value adjustment 12,463 24,188
206,953 303,478
The purchases and sales proceeds figures above include transaction costs of £13,000 on purchases (2025:
£46,000) and £66,000 on sales (2025: £32,000), making a total of £79,000 (2025: £78,000).
The Company received £149,479,000 (2025: £142,427,000) from investments sold in the year. The book cost of
these investments when they were purchased was £133,612,000 (2025: £135,849,000). These investments have
been revalued over time and until they were sold any unrealised gains/losses were included in the fair value of the
investments.
All investments are considered level 1. There have been no transfers between levels during the year.
9. Debtors
2026
£’000
2025
£’000
Income accrued (net of irrecoverable overseas withholding tax) 146 145
Other debtors and prepayments 857 515
Sales for subsequent settlement 3,025 –
Total debtors 4,028 660
None of the above debtors are financial assets designated at fair value through profit or loss. The carrying amount
of the debtors is a reasonable approximation of fair value.
67
10. Cash and cash equivalents
2026
£’000
2025
£’000
Cash and bank balances 1,297 4,068
Total cash and cash equivalents 1,297 4,068
11. Creditors – amounts falling due within one year
2026
£’000
2025
£’000
Payable on repurchase of ordinary shares into Treasury 1,592 261
Other creditors and accruals 309 444
Total creditors 1,901 705
12. Called up share capital
(a) Share capital
2026
Number
2026
£’000
2025
Number
2025
£’000
Allotted, called up and fully paid:
Ordinary shares of 5p each 27,408,856 1,371 40,409,356 2,020
Ordinary shares of 5p each held in Treasury 38,972,258 1,949 25,971,758 1,300
66,381,114 3,320 66,381,114 3,320
(b) Ordinary shares
Shares £’000
Movements in ordinary shares during the year:
Ordinary shares* in issue on 1 July 2025 40,409,356 2,020
Repurchase of ordinary shares into Treasury (13,000,500) (649)
Ordinary shares* in issue on 30 June 2026 27,408,856 1,371
* Excluding shares held in Treasury.
The movements in ordinary shares held in Treasury during the year are as follows:
2026
Shares
2026
£’000
2025
Shares
2025
£’000
Balance brought forward 25,971,758 1,300 16,506,758 826
Repurchases of ordinary shares 13,000,500 649 9,465,000 474
Balance carried forward 38,972,258 1,949 25,971,758 1,300
68
13. Capital and reserves
Share
capital
£’000
Capital
redemption
reserve
£’000
Share
premium
£’000
Special
reserve
£’000
Capital
reserve
£’000
Revenue
reserve
£’000
Shareholders’
funds
£’000
At 1 July 2025 3,320 16 242,115 − 57,234 4,816 307,501
Gains on investments held
at fair value through profit
or loss − − − − 4,142 − 4,142
Currency losses − − − − (40) − (40)
Capital income from
special dividends − − − − 17 − 17
Irrecoverable withholding tax
on special dividends − − − − (2) − (2)
Expenses charged to
capital − − − − (1,105) − (1,105)
Reclassification of share
premium − − (242,115) 242,115 – − −
Costs of reclassification of
share premium − − − (78) − − (78)
Repurchase of shares into
Treasury − − − (63,089) (36,226) − (99,315)
Revenue return on ordinary
activities after taxation − − − − − 1,984 1,984
Dividends paid − − − − − (2,727) (2,727)
At 30 June 2026 3,320 16 − 178,948 24,020 4,073 210,377
The capital reserve includes unrealised gains on non-current asset investments of £12,463,000 (2025: £24,188,000)
as disclosed in note 8.
The special reserve, capital reserve and the revenue reserve are distributable by way of dividend.
14. Net asset value per ordinary share
The net asset value per ordinary share and the net assets attributable to the ordinary shareholders at the year end
were as follows:
2026
Net asset
value per
share
2026
Net assets
£’000
2025
Net asset
value per
share
2025
Net assets
£’000
Ordinary shares 767.55p 210,377 760.96p 307,501
During the year the movements in the assets attributable to the ordinary shares were as follows:
2026
£’000
2025
£’000
Total net assets at 1 July 307,501 404,094
Total recognised gains/(losses) for the year 4,996 (19,795)
Costs of reclassification of share premium (78) –
Repurchase of shares into Treasury (99,315) (73,125)
Dividends paid (2,727) (3,673)
Total net assets at 30 June 210,377 307,501
Net asset value per ordinary share is based on net assets as shown above and on 27,408,856 (2025: 40,409,356)
ordinary shares, being the number of ordinary shares in issue at the year end.
69
15. Reconciliation of net return before finance costs and taxation to cash generated
from operations before dividends and interest
2026
£’000
2025
£’000
Net return before finance costs and taxation 5,049 (19,388)
(Gains)/losses on investments held at fair value through profit or loss (4,142) 20,732
Currency losses 40 69
(Increase)/decrease in accrued income and other debtors (343) 94
Dividend income (2,756) (3,748)
Interest received (17) (21)
Decrease in creditors (135) (524)
Overseas tax suffered (53) (407)
Net cash outflow from operations before dividends and interest (2,357) (3,193)
16. Analysis of changes in net cash
At 1 July
2025
£'000
Cashflow
£'000
Exchange
movements
£'000
At 30 June
2026
£'000
Cash and cash equivalents 4,068 (2,732) (39) 1,297
Total 4,068 (2,732) (39) 1,297
17. Contingent liabilities, guarantees and financial commitments
At 30 June 2026 and 30 June 2025 the Company had no contingent liabilities, guarantees or financial commitments.
18. Transactions with the Investment Manager and related parties
The investment management fees payable to Lazard are disclosed in the Statement of Comprehensive Income on
page57. The amount outstanding to Lazard at 30 June 2026 was £181,000 (2025: £296,000). The existence of an
independent Board of Directors demonstrates that the Company is free to pursue its own financial and operating
policies and therefore the Investment Manager is not considered to be a related party.
Fees payable during the year to the Directors and their interests in shares of the Company are considered to be
related party transactions and are disclosed within the Directors’ Remuneration Report on pages44 to 46.
19. Financial instruments
As an investment trust, the Company invests in equities and makes other investments so as to meet its investment
objective of achieving capital and income growth by investing on a worldwide basis. In pursuing its investment
objective, the Company is exposed to various types of risk that are associated with the financial instruments and
markets in which it invests.
These risks are categorised here as market risk (comprising currency risk, interest rate risk and other price risk),
liquidity risk and credit risk. The Board monitors closely the Company’s exposure to these risks but does so in
order to reduce the likelihood of a permanent loss of capital rather than to minimise the short-term volatility.
The Company may enter into derivative transactions as explained in the investment policy on page17. In the
period under review, the Company did not enter into any derivative contracts. At the year end there were no open
positions (2025: no open positions).
Market risk
The fair value or future cash flows of a financial instrument or other investment held by the Company may
fluctuate because of changes in market prices. This market risk comprises three elements – currency risk, interest
rate risk and other price risk. The Board reviews and agrees policies for managing these risks and the Company’s
Investment Manager assesses the exposure to market risk when making individual investment decisions and
monitors the overall level of market risk across the investment portfolio on an ongoing basis. Details of the
Company’s investment portfolio are shown in note 8 and on page16.
70
19. Financial instruments (continued)
(i) Currency risk
Certain of the Company’s assets, liabilities and income are denominated in currencies other than Sterling (the Company’s
functional currency and that in which it reports its results). Consequently, movements in exchange rates may affect the
Sterling value of thoseitems.
The Investment Manager monitors the Company’s exposure to foreign currencies and reports to the Board on a
regular basis.
The Investment Manager assesses the risk to the Company of the foreign currency exposure by considering
the effect on the Company’s net asset value and income of a movement in the rates of exchange to which the
Company’s assets, liabilities, income and expenses are exposed. However, the country in which a company is
listed is not necessarily where it earns its profits. The movement in exchange rates on overseas earnings may
have a more significant impact upon a company’s valuation than a simple translation of the currency in which the
company is quoted.
At 30 June 2026
Investments
£’000
Cash and
cash
equivalents
£’000
Other
debtors and
creditors
£’000
Net
exposure
£’000
US Dollar 126,468 4 241 126,713
Euro 24,927 – 178 25,105
Taiwan Dollar 13,905 – 1,449 15,354
Japanese Yen 12,592 – – 12,592
Swiss Franc 6,260 – 227 6,487
Hong Kong Dollar 6,442 – – 6,442
Swedish Krona 3,836 – 31 3,867
Canadian Dollar 3,535 – 9 3,544
South African Rand 3,061 – 40 3,101
Total exposure to currency risk 201,026 4 2,175 203,205
Sterling* 5,927 1,293 (48) 7,172
Total 206,953 1,297 2,127 210,377
*The Dutch arm of UK stock RELX is held and dividends are received in Euro.
At 30 June 2025
Investments
£’000
Cash and
cash
equivalents
£’000
Other
debtors and
creditors
£’000
Net
exposure
£’000
US Dollar 199,196 10 106 199,312
Euro 20,645 – 177 20,822
Japanese Yen 16,902 – – 16,902
Taiwan Dollar 14,366 – 137 14,503
Swiss Franc 10,823 – 180 11,003
Canadian Dollar 9,076 – – 9,076
Swedish Krona 7,231 – – 7,231
South African Rand 6,668 – – 6,668
Hong Kong Dollar 4,979 – – 4,979
Danish Krone – – 2 2
Total exposure to currency risk 289,886 10 602 290,498
Sterling* 13,592 4,058 (647) 17,003
Total 303,478 4,068 (45) 307,501
*The Dutch arm of UK stock RELX is held and dividends are received in Euro.
71
19. Financial instruments (continued)
Currency risk sensitivity
At 30 June 2026, if Sterling had strengthened by 5% in relation to all currencies, with all other variables held
constant, total net assets and total return on ordinary activities would have decreased by the amounts shown
below.
A 5% weakening of Sterling against all currencies, with all other variables held constant, would have had an equal
but opposite effect on the amounts included in the financial statements. The analysis is performed on the same
basis as for 2025.
2026
£’000
2025
£’000
US Dollar 6,336 9,966
Euro 1,255 1,041
Taiwan Dollar 768 725
Japanese Yen 630 845
Swiss Franc 324 550
Hong Kong Dollar 322 249
Swedish Krona 193 362
Canadian Dollar 177 454
South African Rand 155 333
10,160 14,525
The Dutch arm of UK stock RELX is held and dividends are received in Euro.
(ii) Interest rate risk
Interest rate movements may affect directly the level of income receivable on cash deposits.
Interest rate movements may also impact the market value of the Company’s investments outwith fixed income
securities.
The effect of interest rate movements upon the earnings of a company may have a significant impact upon the
valuation of that company’s equity. The possible effects on fair value and cash flows that could arise as a result
of changes in interest rates are taken into account when making investment decisions and when entering into
borrowing agreements.
Based on the Company’s monetary financial instruments at each balance sheet date, an increase of 2% in interest
rates, with all other variables being held constant, would increase the Company’s total net assets and total return
for the year to 30 June 2026 by £26,000 (30 June 2025: £81,000). This is mainly due to the Company’s exposure
to interest rates on its cash balances held. A decrease of 2% would have an equal but opposite effect.
The Board reviews on a regular basis the amount of investments in cash and fixed income securities and the
income receivable on cash deposits, floating rate notes and other similar investments.
Financial assets
The interest rate received on the Company’s cash balances is determined by the interest rate in the relevant
country of the currency.
72
19. Financial instruments (continued)
Financial liabilities
(iii) Other price risk
Changes in market prices other than those arising from interest rate risk or currency risk may also affect the value
of the Company’s net assets.
The Board manages the market price risks inherent in the investment portfolio by ensuring full and timely access
to relevant information from the Investment Manager. The Board meets regularly and at each meeting reviews
investment performance, the investment portfolio and the rationale for the current investment positioning to
ensure consistency with the Company’s objective and investment policies. The portfolio does not seek to
reproduce the index. Investments are selected based upon the merit of individual companies and therefore
performance may well diverge from short-term fluctuations in the comparativeindex.
Other price risk sensitivity
Investments are valued at bid prices which equate to their fair value. A full list of the Company’s investments is
given on page16. In addition, an analysis of the investment portfolio by geographical split is given on page15.
A 5% increase in quoted valuations at 30 June 2026 would have increased total assets, and the total return on
ordinary activities after taxation by £10,348,000 (2025: £15,174,000). A decrease of 5% would have had an equal
but opposite effect.
Liquidity risk
This is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities.
The Alternative Investment Fund Manager (‘AIFM’) has a liquidity management policy for the Company which
is intended to ensure that the Company’s investment portfolio maintains a level of liquidity which is appropriate
to the Company’s expected outflows, which include share buybacks, dividends and operational expenses. This
policy involves an assessment of the prices or values at which it expects to be able to liquidate its assets over
varying hypothetical periods in varying market conditions, taking into account the sensitivity of particular assets to
particular market risks and other relevant factors.
This requires the AIFM to identify and monitor investments in asset classes which are considered to be relatively
illiquid. Illiquid assets of the Company are likely to include investments in unquoted companies. None of the
Company’s investments were unquoted in the current year or prior year. The quoted companies within the
portfolio are generally considered to be liquid investments. However, liquidity may occasionally be impacted by
broader economic conditions and market events. The Company’s portfolio is monitored on an ongoing basis to
ensure that it is adequately diversified and liquid. The AIFM’s liquidity management policy is reviewed on at least
an annual basis and updated, as required.
There have been no material changes to the liquidity management systems and procedures during the year.
Inaddition, none of the Company’s assets are subject to special arrangements arising from their illiquid nature.
The Company has the power to enter into borrowings, which gives it access to additional funding when required.
73
19. Financial instruments (continued)
Credit and counterparty risk
This is the risk that a failure of a counterparty to a transaction to discharge its obligations under that transaction
could result in the Company suffering a loss.
This risk is managed as follows:
■
The Company’s quoted investments and cash are held on its behalf by the Company’s Custodian and Banker.
Bankruptcy or insolvency of the Custodian may cause the Company’s rights with respect to securities held
by the Custodian to be delayed. TheInvestment Manager monitors the Company’s risk by reviewing the
Custodian’s internal control reports and reporting on their findings to the Board.
■
Investment transactions are carried out with a large number of brokers whose creditworthiness is reviewed by
the Investment Manager. Transactions are ordinarily undertaken on a delivery versus payment basis whereby
the Company’s Custodian ensures that the counterparty to any transaction entered into by the Company has
delivered on its obligations before any transfer of cash or securities away from the Company is completed.
■
Transactions involving derivatives, and other arrangements wherein the creditworthiness of the entity acting
as broker or counterparty to the transaction is likely to be of sustained interest, are subject to rigorous
assessment by the Investment Manager of the creditworthiness of that counterparty.
Fair value of financial assets and financial liabilities
The Directors are of the opinion that the financial assets and liabilities of the Company are stated at fair value in
the balancesheet.
Capital management
The capital of the Company is its share capital and reserves as set out in notes 12 and 13. The objective of the
Company is to achieve capital and income growth by investing on a worldwide basis. The Company’s investment
policy is set out on page17. In pursuit of the Company’s objective, the Board has a responsibility for ensuring
the Company’s ability to continue as a going concern and details of the related risks and how they are managed
are set out on pages24 to 26. The Company has the ability to issue and buy back its shares and changes to
the share capital during the year are set out in note 12. The Company does not have any externally imposed
capitalrequirements.
20. Post Balance Sheet Events
The Company held a General Meeting on 13 August 2026 to renew the Company’s share buyback authority. This
resolution was approved by 96.5% of shares voted.
As at 14 September 2026, a further 1,059,000 shares have been bought back to be held in Treasury for total costs
of £8.3million.
74
Shareholder Information
Notice of Annual General Meeting
Notice is hereby given that the Annual General
Meeting of Mid Wynd International Investment Trust
plc will be held at the offices of Juniper Partners
Limited, 28Walker Street, Edinburgh, EH37HR on
21 October 2026 at 12 noon (the ‘Meeting’) for the
following purposes:
To consider and, if thought fit, pass Resolutions 1
to 11 (inclusive) which will be proposed as ordinary
resolutions:
1. To receive and adopt the Annual Financial Report
of the Company for the year ended 30 June 2026
together with the Reports of the Directors and the
Auditors thereon.
2. To approve the Directors’ Remuneration Policy.
3. To approve the Directors’ Remuneration Policy
Implementation Report for the year ended 30 June
2026.
4. To approve a final dividend of 4.75 pence per
ordinary share for the year ended 30 June 2026.
5. To re-elect David Kidd as a Director of the
Company.
6. To re-elect Hamish Baillie as a Director of the
Company.
7. To re-elect Diana Dyer Bartlett as a Director of the
Company.
8. To re-elect Anulika Malomo as a Director of the
Company.
9. To re-appoint Johnston Carmichael LLP as Auditor
of the Company to hold office from the conclusion
of the Meeting until the conclusion of the next
meeting at which the financial statements are laid
before the Company.
10. To authorise the Directors to determine the
remuneration of the Auditor.
11. That, in substitution for any existing authority,
but without prejudice to the exercise of any
such authority prior to the date of passing of this
resolution, the Directors of the Company be and
they are hereby generally and unconditionally
authorised in accordance with Section 551 of the
Companies Act 2006 (the ‘Act’) to exercise all the
powers of the Company to allot ordinary shares
in the capital of the Company and to grant rights
to subscribe for, or to convert any security into,
ordinary shares in the Company (such shares
and rights together being ‘Securities’) up to an
aggregate nominal value of £131,749, being
equal to approximately 10% of the Company’s
issued share capital (excluding Treasury Shares)
as at 14September 2026, to such persons and
on such terms as the Directors may determine,
such authority to expire at the conclusion of the
next annual general meeting of the Company held
after the passing of this resolution or, if earlier,
on the date which is 15 months after the date on
which this resolution is passed, unless previously
revoked, varied or extended by the Company in a
general meeting, save that the Company may at
any time prior to the expiry of this authority make
an offer or enter into an agreement which would or
might require Securities to be allotted or granted
after the expiry of such authority and the Directors
shall be entitled to allot or grant Securities in
pursuance of such an offer or agreement as if such
authority had not expired.
To consider and, if thought fit, to pass Resolutions
12, 13 and 14, which will be proposed as special
resolutions:
12. That, in substitution for any existing authority
but without prejudice to the exercise of any such
authority prior to the date of the passing of this
resolution, the Company be and is hereby generally
and unconditionally authorised pursuant to Section
701 of the Act to make market purchases (within
the meaning of Section 693(4) of the Act) of any of
its ordinary shares in the capital of the Company in
such manner and upon such terms as the Directors
of the Company may from time to time determine,
provided that:
(a) the maximum aggregate number of ordinary
shares hereby authorised to be purchased is
3,949,843, or, if less, the number representing
approximately 14.99% of the issued ordinary
share capital of the Company (excluding
Treasury Shares) as at the date on which this
resolution is passed;
(b) the minimum price (exclusive of expenses)
which may be paid for any ordinary share is the
nominal value thereof;
75
(c) the maximum price (exclusive of expenses)
which may be paid for any ordinary share shall
not be more than the higher of:
(i) 5% above the average of the middle
market quotations for an ordinary share
(as derived from the Daily Official List of
the London Stock Exchange) over the five
business days immediately preceding the
date of purchase; and
(ii) the higher of the price of the last
independent trade of an ordinary share
and the highest current independent bid
for such shares on the London Stock
Exchange at the time the purchase is
carried out; and
(d) unless previously varied, revoked or renewed
by the Company in a general meeting, the
authority hereby conferred shall expire at the
conclusion of the next annual general meeting
of the Company held after the passing of this
resolution or, if earlier, on the date which is 15
months after the date on which this resolution
is passed, save that the Company may, prior to
such expiry, enter into a contract to purchase
ordinary shares under such authority which
will or might be completed or executed wholly
or partly after the expiry of such authority
and may make a purchase of ordinary shares
pursuant to any suchcontract.
13. That, in substitution for all existing powers (but
without prejudice to the exercise of any such
power prior to the passing of this resolution) and
subject to the passing of Resolution 11, above
(the ‘Section 551 Resolution’) the Directors of the
Company be and they are hereby generally and
unconditionally empowered, pursuant to Sections
570 and 573 of the Act, to allot, or make offers or
agreements to allot, equity securities (as defined
in Section 560(1) of the Act), for cash pursuant to
the authority given by the Section 551 Resolution
or by way of a sale of Treasury Shares (as defined
in Section 560(3) of the Act), in each case as if
Section 561(1) of the Act did not apply to any such
allotment of equity securities or sale of Treasury
Shares, provided that this power:
(a) shall be limited to the allotment of equity
securities or sale of Treasury Shares in
connection with an offer of such securities
to the holders of shares in the capital of the
Company in proportion (as nearly as may be)
to their respective holdings of such shares but
subject to such exclusions, limits or restrictions
or other arrangements as the Directors may
deem necessary or expedient to deal with
Treasury Shares, fractional entitlements, record
dates or any legal, regulatory or practical
problems in or under the laws of any territory,
or the requirements of any regulatory body
or any stock exchange in any territory or
otherwise howsoever; or
(b) shall be limited to the allotment of equity
securities or sale of Treasury Shares (otherwise
than pursuant to sub-paragraph (a) of this
resolution) up to an aggregate nominal value of
£131,749 representing approximately 10% of
the nominal value of the issued share capital of
the Company (excluding Treasury Shares), as at
14September 2026; and
(c) expires at the conclusion of the next Annual
General Meeting of the Company or, if earlier,
on the date which is 15 months after the date
on which the resolution is passed (unless
previously varied, revoked or renewed by the
Company in a General Meeting), save that the
Company may, before such expiry, make an
offer or enter into an agreement which would
or might require equity securities to be allotted
or Treasury Shares to be sold after such expiry
and the Directors may allot equity securities
or sell such Treasury Shares in pursuance of
any such offer or agreement as if the power
conferred hereby had notexpired.
14. That a general meeting of the Company other than
an Annual General Meeting may be called on not
less than 14 clear days’ notice provided that this
authority shall expire at the conclusion of the next
annual general meeting of the Company.
By order of the Board
Juniper Partners Limited
Company Secretary
16 September 2026
Registered Office:
28 Walker Street
Edinburgh, EH3 7HR
76
Notes
1. Attending the Meeting in person
If you wish to attend the Meeting, please arrive at
the venue for the Meeting in good time to allow
your attendance to be registered. It is advisable to
have some form of identification with you as you
may be asked to provide evidence of your identity
prior to being admitted to the Meeting.
2. Appointment of proxies
Members are entitled to appoint one or more
proxies to exercise all or any of their rights. A proxy
need not be a member of the Company. To be
validly appointed a proxy must be appointed using
the procedures set out in these notes and in the
notes to the accompanying proxy form.
Members can only appoint more than one proxy
where each proxy is appointed to exercise rights
attached to different shares. Members cannot
appoint more than one proxy to exercise the rights
attached to the same share(s). If a member wishes
to appoint more than one proxy, they should contact
Computershare on 0370 707 1186. Lines are open
from 8.30am to 5.30pm, Monday to Friday.
A member may instruct their proxy to abstain from
voting on any resolution to be considered at the
Meeting by marking the “vote withheld” option
when appointing their proxy. It should be noted
that an abstention is not a vote in law and will not
be counted in the calculation of the proportion of
votes “for” or “against” the resolution.
A person who is not a member of the Company but
who has been nominated by a member to enjoy
information rights does not have a right to appoint
any proxies under the procedures set out in these
notes and should read note 8 below.
Appointing the Chairman of the Meeting will ensure
your vote will be registered.
3. Appointment of a proxy using a proxy form
A proxy form for use in connection with the Meeting
is enclosed. To be valid any proxy form or other
instrument appointing a proxy, together with any
power of attorney or other authority under which it is
signed or a certified copy thereof, must be received
by post or (during normal business hours only) by
hand by the Registrar at Computershare Investor
Services PLC, The Pavilions, Bridgwater Road, Bristol
BS99 6ZY or eproxyappointment.com no later than 48
hours (excluding non-working days) before the time of
the Meeting or any adjournment of that meeting.
If you do not have a proxy form and believe that
you should have one, or you require additional
proxy forms, please contact the Registrar on 0370
707 1186. Lines are open from 8.30am to 5.30pm,
Monday to Friday.
4. Appointment of a proxy through CREST
CREST members who wish to appoint a proxy
or proxies through the CREST electronic proxy
appointment service may do so by using the
procedures described in the CREST Manual and
by logging on to the following website: euroclear.
com/CREST. CREST personal members or other
CREST sponsored members, and those CREST
members who have appointed (a) voting service
provider(s), should refer to their CREST sponsor or
voting service provider(s) who will be able to take
the appropriate action on theirbehalf.
In order for a proxy appointment or instruction made
using the CREST service to be valid, the appropriate
CREST message (a ‘CREST Proxy Instruction’)
must be properly authenticated in accordance with
Euroclear UK & International Limited’s specifications,
and must contain the information required for such
instruction, as described in the CREST Manual.
Themessage, regardless of whether it constitutes
the appointment of a proxy or is an amendment
to the instruction given to a previously appointed
proxy, must in order to be valid be transmitted so
as to be received by the Registrar (ID 3RA50) no
later than 48hours (excluding non-working days)
before the time of the Meeting or any adjournment
of that meeting. For this purpose, the time of receipt
will be taken to be the time (as determined by the
timestamp applied to the message by the CREST
Application Host) from which the Registrar is able
to retrieve the message by enquiry to CREST in the
manner prescribed by CREST. After this time any
change of instructions to proxies appointed through
CREST should be communicated to the appointee
through other means.
CREST members and, where applicable, their
CREST sponsors or voting service provider(s)
should note that Euroclear UK & International
Limited does not make available special procedures
in CREST for any particular message. Normal
system timings and limitations will, therefore, apply
in relation to the input of CREST Proxy Instructions.
It is the responsibility of the CREST member
concerned to take (or, if the CREST member is a
CREST personal member, or sponsored member,
or has appointed a voting service provider(s),
to procure that their CREST sponsor or voting
service provider(s) take(s)) such action as shall be
necessary to ensure that a message is transmitted
by means of the CREST system by any particular
time. In this connection, CREST members and,
where applicable, their CREST sponsors or voting
system providers are referred, in particular, to those
sections of the CREST Manual concerning practical
limitations of the CREST system and timings.
77
The Company may treat as invalid a CREST
Proxy Instruction in the circumstances set out in
Regulation 35(5)(a) of the Uncertificated Securities
Regulations 2001.
5. Appointment of proxy by joint holders
In the case of joint holders, where more than one
of the joint holders purports to appoint one or more
proxies, only the purported appointment submitted
by the most senior holder will be accepted. Seniority
is determined by the order in which the names of
the joint holders appear in the Company’s register
of members in respect of the joint holding (the first
named being the most senior).
6. Corporate representatives
Any corporation which is a member can appoint
one or more corporate representatives. Members
can only appoint more than one corporate
representative where each corporate representative
is appointed to exercise rights attached to different
shares. Members cannot appoint more than one
corporate representative to exercise the rights
attached to the same share(s). Appointing the
Chairman of the Meeting will ensure your vote will
be registered.
7. Entitlement to attend and vote
To be entitled to attend and vote at the Meeting (and
for the purpose of determining the votes they may
cast), members must be registered in the Company’s
register of members at 6.00 pm on 19 October
2026 (or, if the Meeting is adjourned, at 6.00 pm two
working days prior to the adjourned meeting).
Changes to the register of members after the
relevant deadline will be disregarded in determining
the rights of any person to attend and vote at the
Meeting.
Please see note 1 regarding attendance at this
year’s AGM.
8. Nominated persons
Any person to whom this notice is sent who is a
person nominated under Section 146 of the Act
to enjoy information rights (a ‘Nominated Person’)
may, under an agreement between him/her and
the member by whom he/she was nominated,
have a right to be appointed (or to have someone
else appointed) as a proxy for the Meeting. If a
Nominated Person has no such proxy appointment
right or does not wish to exercise it, he/she may,
under any such agreement, have a right to give
instructions to the member as to the exercise of
voting rights.
9. Forms of proxy
A personalised form of proxy will be sent to each
registered shareholder with the Annual Financial
Report and instructions on how to vote will be
contained therein.
10. Website giving information regarding the Meeting
Information regarding the Meeting, including
information required by Section 311A of the Act, and
a copy of this Notice of Meeting is available on the
website: midwynd.com.
11. Voting rights
As at 14 September 2026 (being the latest
practicable date prior to the publication of this
notice) the Company’s issued share capital
consisted of 66,381,114 ordinary shares, carrying
one vote each. 40,031,258 ordinary shares are
held in Treasury. Therefore, the total voting rights
in the Company as at 14September 2026 were
26,349,856votes.
12. Notification of shareholdings
Any person holding 3% or more of the total voting
rights of the Company who appoints a person other
than the Chairman of the general meeting as their
proxy will need to ensure that they both comply with
their respective disclosure obligations under the UK
Disclosure Rules and Transparency Rules.
If the Chairman, as a result of any proxy
appointments, is given discretion as to how the
votes of those proxies are cast, and the voting rights
in respect of those discretionary proxies, when
added to the interests in the Company’s ordinary
shares already held by the Chairman, result in the
Chairman holding such number of voting rights that
he has a notifiable obligation under the Disclosure
Rules and Transparency Rules, the Chairman will
make the necessary notifications to the Company
and the Financial Conduct Authority. As a result,
any member holding 3% or more of the voting
rights in the Company who grants the Chairman
a discretionary proxy in respect of some or all of
those voting rights and so would otherwise have a
notification obligation under the Disclosure Rules
and Transparency Rules, need not make a separate
notification to the Company and the Financial
Conduct Authority.
13. Members’ right to require circulation of resolution
to be proposed at the Meeting
Members meeting the threshold requirements
set out in the Act have the right to: (a) require the
Company to give notice of any resolution which
can properly be, and is to be, moved at the Meeting
pursuant to Section 338 of the Act; and/or (b)
include a matter in the business to be dealt with at
the Meeting, pursuant to Section 338A of the Act.
78
14. Further questions and communication
Under Section 319A of the Act, the Company
must cause to be answered any question relating
to the business being dealt with at the Meeting
put by a member attending the Meeting unless
answering the question would interfere unduly
with the preparation for the Meeting or involve
the disclosure of confidential information, or the
answer has already been given on a website in the
form of an answer to a question, or it is undesirable
in the interests of the Company or the good order
of the Meeting that the question be answered.
Shareholders are invited to submit questions in
advance of the Meeting to the Company Secretary
by writing to Juniper Partners Limited, 28Walker
Street, Edinburgh, EH3 7HR or by email at
cosec@junipartners.com.
Members may not use any electronic address
provided in this notice or in any related documents
(including the accompanying proxy form) to
communicate with the Company for any purpose
other than those expresslystated.
15. Documents available for inspection
The following documents will be available for
inspection at the registered office of the Company
during normal business hours on any weekday
(Saturdays, Sundays and English public holidays
excepted) from the date of this notice until the
conclusion of the Meeting:
15.1. a statement of all transactions of each
Director and of their family interests in the
share capital of the Company; and
15.2. copies of the Directors’ letters of
appointment.
No Director has a service contract with the
Company.
16. Directors’ biographies
The biographies of the Directors standing for
election and re-election are set out on pages33
to35.
17. Announcement of results
As soon as practicable following the Meeting, the
results of the voting at the Meeting will be announced
via a Regulatory Information Service and the number
of votes cast for and against and the number of votes
withheld in respect of each resolution will be placed
on the website: midwynd.com.
18. Audit concerns
Members should note that it is possible that,
pursuant to requests made by members of the
Company under Section 527 of the Act, the
Company may be required to publish on a website
a statement setting out any matter relating to: (a)
the audit of the Company’s financial statements
(including the auditor’s report and the conduct of
the audit) that are to be laid before the Meeting;
or (b) any circumstance connected with an auditor
of the Company ceasing to hold office since
the previous meeting at which annual financial
statements were laid in accordance with Section
437 of the Act. The Company may not require the
members requesting any such website publication
to pay its expenses in complying with Sections 527
or 528 of the Act. Where the Company is required
to place a statement on a website under Section
527 of the Act, it must forward the statement to the
Company’s auditor not later than the time when it
makes the statement available on the website. The
business which may be dealt with at the Meeting
includes any statement that the Company has
been required under Section 527 of the Act to
publish on a website.
79
Appendix to Notice of AGM
The Annual General Meeting (‘AGM’) of the Company
will be held on 21 October 2026 at 12noon. The formal
Notice of AGM is set out on pages74 and 75 which
includes important information on the arrangements for
this year’s AGM. The following information is important
and requires your immediate attention. If you are in any
doubt about the action you should take, you should
consult an independent financial adviser, authorised
under the Financial Services and Markets Act 2000. If
you have sold or transferred all of your ordinary shares
in the Company, please forward this document with its
accompanying form of proxy at once to the purchaser
or transferee, or to the stockbroker, bank or other
agent through whom the sale or transfer was effected,
for onward transmission to the purchaser or transferee.
The information set out below is an explanation of the
business to be considered at the 2026 Annual General
Meeting. To be passed, the ordinary resolutions require
over 50% of the votes cast to be in their favour and the
special resolutions require not less than 75% of votes
cast to be in their favour.
Resolutions 1 to 11 are all ordinary resolutions.
Resolution1 is a resolution to adopt the Annual Financial
Report. Resolution 2 is to approve the Directors’
Remuneration Policy. Resolution3 is to approve
the Directors’ Remuneration Policy Implementation
Report, as detailed on pages44 to 46. Resolution4
invites shareholders to approve the final dividend.
Resolutions 5 to 8 invite shareholders to re-elect each
of the existing Directors for another year. The Board,
on recommendation from the Nomination Committee,
recommends the re-election of David Kidd, Hamish
Baillie, Diana Dyer Bartlett and Anulika Malomo at this
year’s AGM (their biographies are set out on pages33
to35). Resolutions 9 and 10 concern the re-appointment
and remuneration of the Company’s auditor, discussed
in the Report of the Audit Committee on pages47 to 49.
Resolution 11 is the proposal to seek authorisation for
the Directors to allot shares up to a maximum aggregate
nominal amount of £131,749 (being approximately 10%
of the issued share capital (excluding any shares held
in Treasury) as at 14September 2026). If granted, this
authority will lapse at the conclusion of the AGM in 2027
or, if earlier, on the date which is 15 months after the date
on which resolution 11 is passed, unless renewed, varied
or revoked earlier.
Shares will only be issued or re-issued from Treasury
under this authority at a premium to net asset value.
As at 14 September 2026, being the last practicable
date prior to the publication of this document, the
Company held 40,031,258 ordinary shares in Treasury,
representing approximately 60% of the Company’s
issued share capital.
Resolution 12: authority to make market purchases
of the Company’s own shares (special resolution)
The Company routinely buys back shares in the
operation of its discount management programme and
authority to conduct buybacks was sought and granted
at the 2025 AGM and special meetings convened
for 27 February 2026 and 13 August 2026. The latter
will expire at the conclusion of the 2026 AGM and
accordingly further buyback authorities are sought in
this resolution12. The price paid for shares (exclusive
of expenses) will not be less than the nominal value of
such shares nor more than the higher of (a) 5% above
the average of the middle market price of the shares (as
derived from the Daily Official List of the London Stock
Exchange) for the five business days before the shares
are purchased; and (b) the higher of the price of the last
independent trade and the highest current independent
bid on for such shares on the London Stock Exchange. If
renewed, this authority will lapse at the conclusion of the
AGM in 2027 or, if earlier, on the date which is 15 months
after the date on which resolution 12 is passed, unless
renewed, varied or revoked earlier.
The authority, which may be used to buy back shares
either for cancellation or to be held in Treasury, will
be used to purchase shares only if, in the opinion
of the Directors, a purchase would be in the best
interests of shareholders as a whole. Shares will only
be bought back under this authority at a discount to
NAV. In accordance with UK Listing Rule 10.5.1R(1)(f)
the Company confirms that there are no outstanding
options or warrants to subscribe for equity shares in
the capital of the Company.
Resolution 13: power to disapply pre-emption
rights (special resolution)
The Directors are seeking authority to allot a limited
number of unissued ordinary shares for cash without
first offering them to existing shareholders in accordance
with statutory pre-emption procedures. A special
resolution will be proposed to authorise the Directors to
allot shares up to a maximum aggregate nominal amount
of £131,749 (being 10% of the issued share capital as
at 14 September 2026) on a non pre-emptive basis.
Thisauthority includes shares that the Company sells or
transfers that have been held in Treasury. If approved,
this authority will expire at the conclusion of the AGM in
2027 unless renewed, varied or revoked earlier.
Resolution 14: authority to call a general
meeting on not less than fourteen days’ notice
(specialresolution)
This resolution is seeking authority for the Company
to call a general meeting, other than an Annual
General Meeting, on not less than 14 clear days’
notice provided that this authority shall expire at the
conclusion of the next annual general meeting of
theCompany. The Company will only use this authority
where it is merited by the purpose of the meeting.
80
Information for Shareholders (unaudited)
Buying shares in the Company
The Company’s ordinary shares are traded on the
London Stock Exchange and can be bought or sold
through a stockbroker, a financial advisor or via an
investment platform. Find out more at midwynd.com.
Company numbers:
London Stock Exchange (SEDOL) number: B6VTTK0
ISIN number: GB00B6VTTK07
Ticker: MWY
Capital Gains Tax
For Capital Gains Tax indexation purposes, the market
value of an ordinary share in the Company as at
31March 1982 was 52 pence. The equivalent price,
adjusted for the five for one share split in October
2011, is 10.4 pence.
Share register enquiries
Computershare maintains the share register on behalf
of the Company. In the event of queries regarding
shares registered in your own name, please contact the
Registrar on 0370 707 1186. This helpline also offers an
automated self-service functionality (available 24 hours
a day, 7 days a week) which allows you to:
■
hear the latest share price;
■
confirm your current share holding balance;
■
confirm your payment history; and
■
order Change of Address forms, Dividend Bank
Mandates and Stock Transfer forms.
By quoting the reference number on your share
certificate you can also check your holding on the
Registrar’s website at investorcentre.co.uk.
It also offers a free, secure share management website
service which allows you to:
■
view your share portfolio and see the latest market
price of your shares;
■
calculate the total market price of each
shareholding;
■
view price histories and trading graphs;
■
update bank mandates and change address
details;
■
use online dealing services; and
■
pay dividends directly into your overseas bank
account in your chosen local currency.
To take advantage of this service, please log in at
investorcentre.co.uk. You will need your Shareholder
Reference Number and Company Code to do this
(this information can be found on the last dividend
confirmation or your share certificate).
Dividend Reinvestment Plan
Computershare provides a Dividend Reinvestment
Plan which can be used to buy additional shares
instead of receiving your dividend via cheque or into
your bank account. For further information log in to
investorcentre.co.uk and follow the instructions or
telephone 0370 707 1186.
Electronic proxy voting
If you hold shares in your own name you can
choose to vote by returning proxies electronically at
eproxyappointment.com. If you have any questions
about this service please contact Computershare on
0370 707 1186.
Financial Advisers and retail investors
The Company currently conducts its affairs so that
the shares in issue can be recommended by Financial
Advisers to ordinary retail investors in accordance
with the Financial Conduct Authority’s (‘FCA’s’) rules in
relation to non-mainstream investment products and
intends to do so for the foreseeable future. The shares
are excluded from the FCA’s restrictions which apply to
non-mainstream investment products because they are
shares in an investment trust.
Further information on the Company
The Company’s net asset value is calculated daily
and released to the London Stock Exchange. The
share prices are listed in the Financial Times and also
on the TrustNet website (trustnet.com). Up-to-date
information can be found on the Company’s website
(midwynd.com), including a factsheet which is updated
monthly. Shareholders can also contact the Chairman
to express any views on the Company or to raise
any questions they have using the email address:
cosec@junipartners.com.
AIFMD disclosures
A number of disclosures are required to be made under
the AIFMD as follows:
■
Information in relation to the leverage of the
Company is provided in the Strategic Report on
page18.
■
Details of the Company’s principal risks and their
management are provided in the Strategic Report
on pages24 to 26.
81
■
Details of the monitoring undertaken of the liquidity
of the portfolio is provided in note 19 in the notes
to the financial statements.
■
The Investment Manager is not able to enter into
any stocklending agreements; to borrow money
against the security of the Company’s investments;
nor create any charges over any of the Company’s
investments, unless prior approval has been
received from the Board.
■
Details of the Company’s strategy and policies,
administration arrangements and risk management
and monitoring, required to be made available to
investors in the Company before they invest, are
available at midwynd.com.
Any material changes to this information is required to
be reported in the Company’s Annual Financial Report.
There have been no material changes from the prior
year to the information above which requires disclosure
to shareholders.
In accordance with the AIFMD, the AIFM’s
remuneration policy and remuneration disclosures in
respect of the AIFM’s year end of 30 April 2026 are
available from Juniper on request.
With effect from 1 July 2026, the AIFM responsibilities
were transferred from Juniper Partners Limited to
Lazard Fund Managers Limited.
Common Reporting Standard
The Organisation for Economic Co-operation and
Development’s Common Reporting Standard for
Automatic Exchange of Financial Account Information
(the ‘Common Reporting Standard’) requires the
Company to provide information annually to HM
Revenue & Customs (‘HMRC’) on the tax residencies
of those certificated shareholders that are tax resident
in countries out with the UK that have signed up to the
Common Reporting Standard.
All new shareholders, excluding those whose shares
are held in CREST, will be sent a certification form by
the Registrar to complete. Existing shareholders may
also be contacted by the Registrar should any extra
information be needed to correctly determine their
taxresidence.
Failure to provide this information may result in the
holding being reported to HMRC.
For further information, please see HMRC’s Quick
Guide: Automatic Exchange of Information –
information for account holders; gov.uk/government/
publications/exchangeofinformationaccount-holders.
Data protection
The company is committed to ensuring the protection
of any personal data provided to them.
Further details of the Company’s privacy policy can be
found on the Company’s website at midwynd.com.
Reporting calendar
Year End
30 June
Results announced
Interim: February
Annual: September
Dividends Payable
March and November
Annual General Meeting
October
82
Alternative Performance Measures (‘APMs’)
Alternative Performance Measures ('APMs')
An alternative performance measure is a financial
measure of historical or future financial performance,
financial position, or cash flows, other than a financial
measure defined or specified in the applicable financial
reporting framework.
A description and explanation of the APMs used within
the Annual Financial Report can be found below:
Ongoing Charges
The Ongoing Charges Ratio has been calculated by
dividing total operating expenses incurred by the
Company during the year adjusted, in line with AIC
guidance, to reflect the new AIFM and Investment
Manager fees which will apply in the year ending
30June 2027, by average net assets. Total operating
expenses exclude finance charges, tax, the costs
of buying and selling investments and the costs of
allotting or buying back shares.
Ongoing charges
As at
30 June
2026
£’000
As at
30 June
2025
£’000
Investment management fee 1,022 1,474
Other expenses 803 876
Total expenses 1,825 2,350
One off costs
(15) (28)
Total unadjusted expenses 1,810 2,322
Impact of new AIFM agreement (50) (82)
Impact of new investment
management fee agreement (170) (279)
Total adjusted expenses under
new arrangements 1,590 1,961
Average net assets 257,025 361,102
Ongoing Charges Ratio 0.62% 0.54%
Details of the new AIFM and management fee
arrangements are set out on page 36. The Ongoing
Charges Ratio before adjusting for the new fee
arrangements would have been 0.70% (2025: 0.64%).
Total Return
The total return on an investment is made up of capital
appreciation (or depreciation) and any income paid out
(which is deemed to be reinvested) by the investment.
Measured over a set period, it is expressed as a
percentage of the value of the investment at the start
of the period.
Net asset value total return for the year ended
30 June
2026
pence
2025
pence
Opening net asset value 760.96 810.22
Closing net asset value 767.55 760.96
Dividends paid during financial year 8.35 8.00
2.0% (5.1)%
Share price total return for the year ended
30June
2026
pence
2025
pence
Opening share price 742.00 797.00
Closing share price 748.00 742.00
Dividends paid during financial year 8.35 8.00
1.9% (5.9)%
Total return percentages are based on the assumption
that all dividends paid by the Company are reinvested
in shares at the prevailing ex-dividend date price.
Consequently, the resulting figures may differ slightly
from those derived using a simple arithmetic approach.
Discount/Premium
If the share price of an investment trust is lower than
the net asset value per share, the shares are said to
be trading at a discount. The size of the discount is
calculated by subtracting the share price from the
net asset value per share and is usually expressed as
a percentage of the net asset value per share. Ifthe
share price is higher than the net asset value per share,
theshares are said to be trading at a premium.
Net Cash
The Company’s position is set out below:
Gearing
As at
30 June
2026
£’000
As at
30 June
2025
£’000
Cash and cash equivalents 1,297 4,068
Net cash 1,297 4,068
Net assets 210,377 307,501
Net cash 0.6% 1.3%
83
Leverage
Leverage is defined in the AIFMD as any method
by which an AIFM increases the exposure of an
Alternative Investment Fund it manages, whether
through borrowing of cash or securities, or leverage
embedded in derivative positions or by any
othermeans.
There are two measures of calculating leverage:
■
the gross method, which does not reduce
exposure for hedging and excludes cash in base
currency; and
■
the commitment method, which reduces exposure
for eligible hedging arrangements and cash
regardless of currency.
In the Company’s leverage calculation, given that no
borrowing is undertaken and no hedging is employed,
the difference between the Gross Method and the
Commitment Method relates solely to the treatment of
cash and cash equivalents in the exposure calculation.
Under the Gross Method, cash and cash equivalents
denominated in the fund’s base currency are excluded
from the exposure measure (the numerator), whereas
under the Commitment Method all cash and cash
equivalents are included regardless of currency
denomination. In both cases, leverage is expressed
relative to the Company’s Net Asset Value, which
forms the denominator and includes cash and cash
equivalents. As a result, the leverage calculated under
the Commitment Method is marginally higher than that
calculated under the Gross Method.
At 30 June 2026, the Company’s leverage exposure
was 99% using the Commitment Method and 98%
using the Gross Method.
Net asset value
Net asset value represents the total value of the
Company’s assets less the total value of its liabilities,
and is normally expressed on a per share basis.
84
Glossary
Administrator
An entity that provides certain services to support the
operation of an investment fund or investment company.
These services include, amongst other things, settling
investment transactions, maintaining accounting books
and records and calculating daily net asset values.
Alternative Investment Fund Manager
(AIFM)
An entity that provides certain investment services to
an investment fund or investment company, including
portfolio and risk management services.
Alternative Investment Fund Managers’
Directive (AIFMD)
A regulatory framework governing the management and
marketing of alternative investment funds, including
investment companies.
Alternative Performance Measure (APM)
A financial measure of historical or future financial
performance, financial position or cash flows, other
than a financial measure defined or specified in the
applicable financial reporting framework. The APMs
used in this report, denoted by the † symbol, are
described and explained in the Alternative Performance
Measures section.
Association of Investment Companies
(AIC)
The UK trade association for closed-ended investment
companies. The AIC monitors regulatory change on
behalf of its members and publishes the AIC Corporate
Governance Code, against which the Company reports.
Banker and Custodian
A bank that is responsible for holding an investment
fund’s or investment company’s assets and securities
and maintaining their bank accounts.
Buyback
The purchase by the Company of its own shares, either
for cancellation or to be held in Treasury. Buying back
shares at a discount to the net asset value per share is
accretive to the net asset value per share for continuing
shareholders and is a key tool of the Company’s
discount control mechanism.
Closed-ended investment company
An investment company with a fixed number of shares
in issue at any given time. Shares are bought and sold
on a stock exchange rather than issued and redeemed
by the fund itself, and consequently the share price may
differ from the net asset value per share.
Comparator index
The index against which the performance of the
Company is compared.
Compounder
A high-quality company that the Investment Manager
believes can sustain high levels of financial productivity,
with the opportunity and appetite to reinvest cash flow
into its business at similarly high rates of return. The
Investment Manager believes that this combination
of high financial productivity and growth produces a
compounding effect on cash flow and earnings over
time.
Depositary
A financial institution that provides certain fiduciary
services to investment funds or investment companies.
The AIFMD requires that investment funds and
investment companies have a depositary appointed
to safeguard their assets and oversee their affairs to
ensure that they comply with obligations in relevant laws
and constitutional documents.
Discount control mechanism
The Company’s policy, within normal market conditions,
of issuing and repurchasing shares where necessary
with the aim of maintaining the share price within a 2%
band relative to the net asset value per share.
Discount/Premium
If the share price of an investment trust is lower than
the net asset value per share, the shares are described
as trading at a discount. The size of the discount is
calculated by subtracting the share price from the net
asset value per share and is usually expressed as a
percentage of the net asset value per share. If the share
price is higher than the net asset value per share, the
shares are described as trading at a premium.
Dividend Reinvestment Plan (DRIP)
An arrangement enabling shareholders to use their cash
dividends to purchase additional shares in the Company
rather than receiving payment in cash.
85
Ex-dividend date
The date from which shares are traded without
entitlement to the most recently declared dividend. A
purchaser of shares on or after the ex-dividend date is
not entitled to receive that dividend.
Gearing/Net cash
Gearing is the use of borrowings to increase the
Company’s exposure to its investments. Gearing can
enhance returns to shareholders in rising markets
but will amplify losses when markets fall. Net cash is
the opposite position, where cash held exceeds any
borrowings.
Leverage
Leverage is defined in the AIFMD as any method by
which an AIFM increases the exposure of an Alternative
Investment Fund it manages, whether through
borrowing of cash or securities, or leverage embedded
in derivative positions or by any other means. Leverage
is calculated under either the gross method, which does
not reduce exposure for hedging and excludes cash
in base currency, or the commitment method, which
reduces exposure for eligible hedging arrangements and
cash regardless of currency.
Net asset value (NAV)
NAV represents the total value of the Company’s assets
less the total value of its liabilities, and is normally
expressed on a per share basis.
Ongoing charges ratio (OCR)
The Ongoing Charges Ratio is calculated by dividing
total operating expenses incurred by the Company
during the year by average net asset. Total operating
expenses exclude finance charges, tax, the costs of
buying and selling investments and the costs of allotting
or buying back shares.
Proxy
A person appointed by a shareholder to attend, speak
and vote at a general meeting of the Company on the
shareholder’s behalf. A proxy need not be a member of
the Company.
Record date
The date on which a shareholder must be entered on
the Company’s register of members in order to be
entitled to receive a declared dividend or to vote at a
general meeting.
Registrar
Is an entity responsible for maintaining the Company’s
register of shareholders, processing share transfers
and administering dividend payments and shareholder
communications.
Total return
The total return on an investment is made up of capital
appreciation (or depreciation) and any income paid out
(which is deemed to be reinvested) by the investment.
Measured over a set period, it is expressed as a
percentage of the value of the investment at the start of
the period.
Treasury shares
Shares that have been bought back by the Company
and held ‘in Treasury’ rather than cancelled. Shares
held in Treasury carry no voting or dividend rights and
may subsequently be cancelled or re-issued without
incurring stamp duty.
UK Stewardship Code
A voluntary code published by the Financial Reporting
Council setting high stewardship standards for those
investing money on behalf of savers and pensioners.
The Company’s Investment Manager is a signatory to
the UK Stewardship Code.
86
Investment Manager, Company Secretary and Advisers
Registered office
28 Walker Street
Edinburgh
EH3 7HR
Website: www.midwynd.com
Investment Manager and Alternative
Investment Fund Manager
(from 1 July 2026)
Lazard Fund Managers Limited
20 Manchester Square
London W1U 3PZ
Website: www.lazard.com
Tel: 020 7187 2000
Alternative Investment Fund Manager
(until30 June 2026), CompanySecretary
and Administrator
Juniper Partners Limited
28 Walker Street
Edinburgh
EH3 7HR
Website: www.junipartners.com
Tel: 0131 378 0500
Email: cosec@junipartners.com
Registrar
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol BS99 6ZZ
Tel: 0370 707 1186
Lines are open from 8.30am to 5.30pm, Monday to Friday.
Website: investorcentre.co.uk
Depositary
J.P. Morgan Europe Limited
25 Bank Street
Canary Wharf
London E14 5JP
Banker & Custodian
J.P. Morgan Chase Bank N.A.
25 Bank Street
Canary Wharf
London E14 5JP
Independent Auditor
Johnston Carmichael LLP
7-11 Melville Street
Edinburgh EH3 7PE
Broker
J.P. Morgan Cazenove
25 Bank Street
Canary Wharf
London E14 5JP
Mid Wynd International Investment Trust plc
Website: midwynd.com
To sign up to updates from Mid Wynd International Investment Trust plc,
please scan the QR code or email mwy@lazard.com