Hansa Investment Trust – Annual Report

Chairman’s report

Introduction

I should like to welcome all our shareholders to the enlarged Hansa Investment Company Limited (HICL, “the Company”) after the successful combination of HICL and Ocean Wilsons Holdings Limited (OWHL, “Ocean Wilsons”). I believe that a combination of cost reductions and share buybacks will enhance shareholder returns over the longer term.

A busy year

As you will surmise, and as I have mentioned in my two recent reports to shareholders, the Company had been engaged in discussions with Ocean Wilsons throughout 2025 to discuss the merits of the combining of the two companies. This ultimately led to a proposed combination of the two entities being presented to the shareholders of both companies in August 2025. I am pleased to say the proposals received significant shareholder support, with the transaction finally completing on 10 December 2025. Full details of the transaction can be found on our Company’s website and I will raise key elements of the transaction throughout this Annual Report.

Shareholder returns

As a result of the combination and pleasing investment returns, HICL has increased Net Asset Value by nearly 30% from 384.2p per share at 31 March 2025 to 496.0p per share at 31 March 2026. This has coincided with an increase in the share price from 235.0p to 268.0p for the Ordinary shares and from 217.0p to 267.0p for the ‘A’ Ordinary shares over the same period. In addition, HICL shareholders also received a 0.8p per share dividend in June 2025 which was the fourth interim dividend for the year to 31 March 2025.

There has been an increase in the discount from 38.8% to 46.0% for the Ordinary shares and from 43.5% to 46.2% for the ‘A’ Ordinary shares as at 31 March 2026, despite the portfolio being predominantly comprised of highly liquid assets. However, at the time of signing of the Annual Report, the share prices have increased to 327.0p and 321.0p and the discounts have reduced to 39.9% and 41.0% respectively.

More details about our results and longer-term performance can be found in our Investment Manager’s detailed review of markets, portfolio performance and investment outlook later in the report.

Strategy

The Company’s Investment Manager and, in particular, Alec Letchfield and his team at Hansa Capital Partners LLP (HCP, “the Investment Advisor”), supported by the Board have continued with their strategy of diversification, both as to geographic spread and investment styles, with a strong emphasis on retaining top class investment managers whilst seeking new opportunities. The Board and the Investment Advisor agreed a strategy as to the timing and categories of investments to be added resulting from the £331.8m received from Ocean Wilsons at the time of the combination. Approximately £19.8m of the proceeds have been utilised for buying in the Company’s shares during the financial year. Further details are contained in the Investment Manager’s report.

Investment Policy

Following the combination, Ocean Wilsons is now a 100% owned subsidiary of the Company with its net assets now managed as part of the Company’s wider portfolio. Therefore, following the conclusion of the combination, the Company’s Investment Policy has been updated to remove references to Ocean Wilsons. The Board considered such amendments to be non-material and an implicit result of the transaction. The details of the investment policy can be found further on in the report.

Capital allocation, share buyback and dividend policies

As set out in the combination documents, the Board intended to pursue an annual capital allocation share buyback of between 2% and 4% per annum. In the period between the completion of the combination on 10 December 2025 and 31 March 2026, HICL bought back and cancelled 910,850 Ordinary shares and 6,365,000 ‘A’ Ordinary shares for a total cost of £19.8m, which represents 3.6% of the shares in issue immediately post the combination. This represents 5.3% of the ‘free-float’ if you exclude the long-term shareholdings of the wider Salomon family. The total number of shares in issue at 31 March 2026 were 67,353,610 Ordinary shares and 130,163,920 ‘A’ Ordinary shares. Since our year end we have continued to deliver on the buy-back plan and have bought and cancelled an additional 2,187,500 of ‘A’ Ordinary shares for a cost of £6.7m.

On the matter of the dividend, the Board, as set out in the combination documents, would only pay a dividend to the extent required to ensure HICL is not treated as a non-mainstream pooled investment vehicle (NMPI). During 2025, and prior to the completion of the combination, HICL received increased dividends, mainly from Ocean Wilsons created by the Wilson Sons’ sale terms. The sale, which ultimately led to the combination of HICL and Ocean Wilsons, was subject to required regulatory approval from several Brazilian government authorities. The terms of the sale necessitated a flexible timetable for the granting of these regulatory approvals. During that time, operational profits of Wilson Sons would belong to its original shareholders, resulting in Ocean Wilsons receiving several additional substantial dividends which it, in turn, distributed to its shareholders (dividends received for the year to 31 March 2026: £12.6m. 2025: £6.3m). The outcome was that, during the financial year, HICL received more dividend income than it incurred in the £4.2m total of professional fees and other related costs of the combination with Ocean Wilsons. In order to be not treated as a NMPI vehicle, it is necessary for HICL to pay 2p per share by way of an interim dividend which will be announced at the time of these results.

The Board will continue to review our dividend and capital allocation policies annually.

FTSE 250 promotion

The Company’s Ordinary shares entered the FTSE 250 with effect from 22 June 2026, reflecting the growth in the Company’s market capitalisation following the combination with Ocean Wilsons, which currently stands in excess of £600m. This is a positive development, raising the profile of the Company with the potential to enhance the liquidity in the shares. For the sake of clarity, only the Ordinary shares are part of the index; it does not include the Company’s ‘A’ non-voting Ordinary shares.

Marketing

Following the combination with Ocean Wilsons we have engaged in a comprehensive marketing campaign. With the help of Kepler Partners, we are seeking to highlight the significant progress we have made in both simplifying the investment offering and the compelling investment story that we have to tell. This is a long-term journey, but through a combination of written communication and speaking to our shareholder base, both existing and new, we hope to highlight the attractiveness of our investment offering.

Cost/benefits of the transaction

The combination of the Company with Ocean Wilsons is predicted to deliver many benefits for shareholders resulting from the scale and liquidity of the new, much larger, portfolio and the simplification of its investment group structure. As a result of the consolidation, the Board renegotiated a new management fee structure incorporating a stepped fee based on Assets Under Management (AUM), as well as removing the performance fee mechanism that was part of the Ocean Wilsons legacy investment management agreement. The result is that, whilst assets under management have increased by approximately 50%, investment management fees have only increased by around 10%.

The most recent annualised combined costs for Ocean Wilsons and HICL prior to the combination, and excluding Management fees and combination costs, were approximately £5m. The budget for the year to 31 March 2027 is £2.7m. The net annualised saving predicted is £2.3m.

FATCA/CRS

Readers of many of my previous statements will recognise this topic but I am conscious that our Company has a significant number of new shareholders as a result of our combination. As a Bermudan incorporated Investment Company, HICL is required to comply with Bermuda’s specific laws relating to FATCA and CRS annual filings. For the Company to be compliant with these rules, it must have a record of the tax residency for each direct certificated shareholder verified by the individual shareholder themselves. In a continuing effort to comply with these regulations, the Company continues to use its powers within its Amended and Restated Byelaws to require shareholders to supply it with the relevant information. Accordingly, notices continue to be served to shareholders who are missing self-certification data. For former shareholders of Ocean Wilsons, this may well be the first time you have received such a notice. If you have received such notification, it is imperative you contact the Company’s Registrar without delay. Please note that this only affects shareholders in our Company who hold their shares directly in their own names. If your shares are held through a nominee, then it is their details that appear in the FATCA & CRS filings.

Asset reunification

As a result of our work with the FATCA and CRS compliance project, it became apparent that a number of shareholders had lost contact with the Company. This was, in part, due to the age of the Company’s register with the original UK limited company having been formed in 1912. The Asset Reunification project was started to re-establish contact, if possible, with shareholders or their heirs. For those who could not be found, the project enabled the Company to return those dormant shareholdings to the market. It also returned the net sale proceeds to the Company and, importantly, improved compliance with FATCA/CRS legislation benefiting the existing shareholders. The asset reunification research work was carried out by Georgeson, a member of the Computershare group.

To date, following Georgeson’s work, 14 shareholders owning 328,528 shares across both share classes have been reunited with their shareholdings along with any unclaimed dividends. Georgeson also advised the Board of a number of shareholders it has been unable to trace. The Board had considered those untraceable shareholders for their eligibility to the Company’s share forfeiture process, which sells the shares of untraceable shareholders, returning the net sales proceeds to the Company. The Company’s Bye-Laws specify how the process works. For a shareholding to be eligible for forfeiture, there are two key tests to consider during the period of the past six years. Either, that the shareholder has not claimed a dividend during the six-year period, despite at least three having become payable. Or, that the shareholder has been uncontactable for at least two calendar years, including the most recent two years of the six-year period.

For former Ocean Wilsons shareholders, who have joined the register as a result of the combination, HICL has ‘inherited’ the history of those shareholders including those with whom Ocean Wilsons had lost contact in the years leading up to the combination. As a result, Georgeson is now actively reaching out to those shareholders, in addition to the few ‘original’ HICL shareholders, who remain uncontactable but, for whom, avenues of investigation remain. The Board would far rather that Georgeson is successful in its work, reuniting shareholders with their shareholdings, but this need also must be balanced with the Company’s responsibilities under the FATCA & CRS legislations.

In accordance with the Company’s Bye-Laws 425,270 shares owned by uncontactable shareholders have been sold in the market. Together with any unclaimed dividends, this has returned circa £1.1m to the Company.

If you have received such a notice, it is imperative you contact Georgeson or the Company’s Registrar ahead of the deadline. As with the FATCA & CRS filings project, this only directly affects shareholders who hold shares in our Company directly in their own name. Unfortunately, we cannot carry out a similar exercise for shareholders that hold our shares through platforms and we must trust that the platforms themselves have similar processes to re-establish contact with inactive accounts.

ESG matters

The Board remains responsible for the Company’s ESG policies and we continue to adopt our Investment Manager’s Responsible Investing Policy. The Manager revised its policy most recently in May 2024 to reflect advancements in ESG principles and to ensure the policy aligns with evolving standards and best practice within the industry.

The Hanseatic Group has continued to be a signatory to the UN PRI, the UN-supported initiative which aims to promote ESG factors within investment decision-making. Following a third application during the summer of 2025, I am pleased to report that the Manager again received very favourable feedback from the UN PRI on its policies.

I am also pleased to report that HICL has renewed its partnership with the Blue Marine Foundation, making another annual donation to support their marine conservation efforts which focus on securing Marine Protected Areas, tackling overfishing and restoring vulnerable and threatened habitats. More information on their projects and impact can be found on Blue Marine’s own website: www.bluemarinefoundation.com.

Key Performance Indicators (KPIs)

The Board has recently reviewed and implemented some changes to its Key Performance Indicators (KPIs) with those changes becoming effective from 1 April 2026. This reflects the desire to ensure that the KPIs remain relevant to the way the portfolio is invested and should be seen as an evolution of the current KPIs to reflect the increasingly global nature in which the Company’s assets are managed.

As a reminder, the Board does not believe in a single, all encompassing, benchmark. Such benchmarks often create short-termism and a gravitational effect as the Investment Manager trends towards the composition of the benchmark. Instead, the Board seeks to measure the performance of the Company’s portfolio against a handful of carefully selected KPIs to assess whether the Investment Manager is meeting its role as long-term multi-asset class investor. Details of the KPIs can be found further on in the report.

Board Composition

As a result of our combination with Ocean Wilsons, the HICL Board invited Christopher Townsend and Andrey Berzins to join the Board as non-executive directors. I was very pleased that they both accepted the invitation. Christopher is a significant HICL shareholder with shares held directly and through a family holding company as detailed in the Shareholder Profile section later in the report. Christopher joins as a non-independent director due to his involvement with the Company’s Investment Manager. Andrey Berzins served on the Board of Ocean Wilsons for approximately 12 years, acting as Ocean Wilsons’ senior independent director and chair of its audit and risk committee during his time on their board. Christopher and Andrey bring a wealth of additional experience and perspective to the Board. Full biographies for both are included later in the report.

As a consequence of the new arrivals, the Chairmanship of some of the Board Committees has changed. Simona Heidempergher will continue in her role as Chairman of the Nominations Committee. Richard Lightowler will continue in his role as Chairman of the Audit Committee. Pedro Gonçalves becomes the Chairman of the Remuneration Committee and Andrey Berzins becomes the Chairman of the Management and Engagement Committee. Full reports from these Committees can be found later in this Annual Report.

As HICL is now a larger company following the combination, Simona Heidempergher has been appointed our new Senior Independent Director.

Shareholder event

It is our intention to hold our third annual shareholder event in London on Tuesday 13 October 2026. Details will be announced nearer the time.

Annual General Meeting (AGM)

The Company’s AGM will be held on Wednesday 5 August 2026 in Bermuda. You will find the Notice of the AGM and associated notes towards the back of this Annual Report.

The past year has been one of the most important for the Company since its creation. The successful outcome of our combination with Ocean Wilsons has created value for all shareholders and we look forward to the future with increased confidence and clarity. We now have a company that has a Net Asset Value exceeding £1bn and with a portfolio of investments that many investors could not access themselves. This outcome could not have happened without the wisdom and efforts of both the HICL and Ocean Wilsons Boards and their respective advisers. I should like to express my gratitude to all of them for their hard work and energy over quite a long period of time. Last and by no means least, to thank you, our shareholders for your support, patience and encouragement to create the company that we have today. None of this could have happened without your support.